-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cyfaj1TCRtmkW4FtoRom9JCia3tB5XwZuxx9KAzVScam3KVnIQzY1rHF5fXAG9UF h3BT53/LjLw4W4Wr/WEk7A== 0001116502-04-000850.txt : 20040405 0001116502-04-000850.hdr.sgml : 20040405 20040405162029 ACCESSION NUMBER: 0001116502-04-000850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD MEDIA CORP CENTRAL INDEX KEY: 0000912544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 650385686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14332 FILM NUMBER: 04717767 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD COM INC DATE OF NAME CHANGE: 20000511 FORMER COMPANY: FORMER CONFORMED NAME: BIG ENTERTAINMENT INC DATE OF NAME CHANGE: 19930924 8-K 1 hollywood-media_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 30, 2004 HOLLYWOOD MEDIA CORP. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) FLORIDA 0-22908 65-0385686 - ---------------------------- -------------------------- ---------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 2255 GLADES ROAD, SUITE 221A, BOCA RATON, FLORIDA 33431 - ------------------------------------------------- ---------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (561) 998-8000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Hollywood Media reports that its registration statement on Form S-3 filed on March 12, 2004, as amended by Amendment No. 1 thereto filed on April 1, 2004, has been declared effective by the U.S. Securities and Exchange Commission. The registration statement covers resales by shareholders of up to an aggregate of (i) 5,773,355 outstanding shares of common stock of Hollywood Media issued to purchasers in our February 2004 private offering (which private offering is described in Hollywood Media's Form 8-K report filed on February 17, 2004), and 407,546 other outstanding shares, and (ii) 1,732,006 shares of common stock issuable upon the exercise of warrants issued to the purchasers and the placement agent in the private offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is furnished in connection with the disclosure pursuant to Item 12 of this Form 8-K. 99.1 Press Release of Hollywood Media Corp. dated March 30, 2004 (Hollywood Media Reports 2003 Financial Results). ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The following information is furnished pursuant to Item 12 of Form 8-K. On March 30, 2004, we issued a press release announcing Hollywood Media's 2003 financial results. This information is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 12 of this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HOLLYWOOD MEDIA CORP. By: /s/ Scott Gomez ---------------------------------------- Scott Gomez Vice President of Finance and Accounting Date: April 5, 2004 EX-99.1 3 pressrelease-991.txt PRESS RELEASE EXHIBIT 99.1 HOLLYWOOD MEDIA REPORTS 2003 FINANCIAL RESULTS - FULL YEAR 2003 REVENUES INCREASE 12% OVER 2002 - - FOURTH QUARTER 2003 REVENUES INCREASE 15% OVER FOURTH QUARTER 2002 - - GAAP LOSS NARROWS - Boca Raton, FL, March 30, 2004 -- Hollywood Media Corp. (Nasdaq: HOLL - News), a leading provider of news, information and ticketing covering the entertainment and media industries, today announced financial results for the fourth quarter and 12 months ended December 31, 2003. FINANCIAL RESULTS Net revenues for the twelve months ended December 31, 2003 increased $7.1 million, or 12 percent, to $64.9 million from $57.8 million for the same period of 2002. The net loss for full year 2003 was $7.4 million, or $0.36 per share, compared with a net loss of $82.8 million, or $3.24 per share, for full year 2002. The $82.8 million loss for the year 2002 includes a previously reported $57.3 million non-cash charge relating to the Company's exchange agreement with Viacom. Net revenues for the three months ended December 31, 2003 increased $2.4 million or 15 percent to $19.2 million compared to the $16.8 million reported in the same period of 2002. The net loss for the fourth quarter of 2003 was $0.8 million, or $0.04 per share, compared with a net loss of $4.7 million, or $0.23 per share, for fourth quarter 2002. Mitchell Rubenstein, Chairman and CEO of the Company, stated, "Our diverse business model, with multiple revenue streams, is proving beneficial as we have witnessed marked improvements in our overall financial performance. Our Broadway Ticketing business, including Broadway.com and 1-800-Broadway, grew 15 percent in 2003 compared to 2002. This division benefited from an increase in ticket sales on Broadway.com along with additional service offerings, such as hotel rooms, which were actively marketed to customers. We also benefited in 2003 from an 18 percent increase in the revenues of our Intellectual Property division and a 12 percent revenue increase in revenues in our Data Business when compared to the 2002 calendar year. I am pleased with our results for 2003." Mr. Rubenstein continued, "MovieTickets.com (in which we have a 26.4 percent equity interest) experienced another solid year of growth, with revenues up almost 300 percent so far in the first quarter 2004 as compared to the same period in 2003 as customers have embraced the convenience of purchasing their box office tickets online. We successfully expanded this service offering in Europe where we see significant growth opportunities. We also made strides with our cable TV network, Totally Hollywood TV ("THTV"), as this channel has proven its viability to consumers. Looking ahead, we remain confident and we anticipate continued growth of our business, driven in large part by our Broadway ticketing operations, including the continued expansion into ticket sales for London's West End shows, and the expansion of our affiliate programs, as well as growth in Internet ad sales with a focus on significantly ramping up ad sales at Hollywood.com and continued growth in our Data businesses. We have established a portfolio of premier entertainment brands, in particular Broadway.com and Hollywood.com, and we will focus on leveraging these established brands in the coming quarters." The Company's 2002 results have been restated, as reflected in the financial tables included in this release, to correct an error in the way the Company had previously accounted for ticketing revenues, ticketing cost, and its equity interest in a joint venture. These changes, in the aggregate, increased net loss for 2002 by 1.5 percent. The Company believes these adjustments are not material to its fiscal year 2002 results. RECENT DEVELOPMENTS During and subsequent to the fourth quarter of 2003, the Company continued to execute its operating strategy. Specifically: In February, 2004, Hollywood Media announced the completion of a $16.4 million private placement, which included the issuance to investors of 5,773,355 shares of its common stock and warrants to purchase 1,443,339 shares of its common stock, resulting in net proceeds to the Company of approximately $15.2 million. The net proceeds of the private placement will be utilized for various corporate purposes, including the continued expansion of Totally Hollywood TV, for potential accretive acquisitions, for working capital and other general corporate purposes. The Company completed a successful Video-On-Demand(VOD)-based advertising campaign for Buick. The campaign ran during July and August 2003 on Totally Hollywood TV and featured 30-second advertisements in connection with the Buick Rainier SUV's "Tiger Trap 2003." The Company's Tekno Books unit (which is part of the Company's Intellectual Property division) growth in revenue in 2003 vs. 2002 was driven in large part by its participation in a new Left Behind book series. Previous Left Behind books (not involving Tekno Books) have sold over 60 million copies worldwide and hold sales records for Christian fiction. TELECONFERENCE INFORMATION As previously announced, management will host a teleconference to discuss the Company's 2003 financial results. The conference call is scheduled for today, Tuesday, March 30, 2004, at 4:30 p.m. Eastern Time. To access the teleconference, please dial 800-231-5571 if calling within the United States or 973-582-2703 if calling internationally approximately five minutes prior to the start of the call. The teleconference will also be available via live webcast on the investor relations portion of the Company's website, located at http://www.hollywood.com/about_us/. Following prepared remarks, management will take questions from the audience via phone and e- mail. To ask a question via e-mail, please send your questions to questions@exec.hollywood.com in advance of, or during, the live call. If you are unable to listen to the live teleconference at its scheduled time, there will be a replay available through April 6, 2004, and can be accessed by dialing 877-519-4471 (U.S.), 973-341-3080 (Int'l), passcode 4632085. A replay of the teleconference will also be archived on the investor relations portion of the Company's web site. About Hollywood Media Hollywood Media Corp. is a leading provider of news, information and ticketing covering the entertainment and media industries. On the strength of its history in developing comprehensive entertainment industry databases, as well as its major strategic partners and unique content, the Company has launched a network of media businesses. The Company's Data Business includes CinemaSource, EventSource, AdSource and Baseline/FilmTracker. The Company's Broadway Tickets business includes Broadway.com, 1-800-Broadway and Theatre Direct International. These services supply thousands of media outlets with specific information on entertainment events such as movies, live theater and concerts, and sell tickets for Broadway shows. The Company's businesses also include an intellectual property business, as well as Hollywood.com and a minority interest in MovieTickets.com. In addition, the Company owns and operates the interactive digital cable television network, Totally Hollywood TV ("THTV"). [FINANCIAL TABLES FOLLOW] Statements in this press release may be "forward-looking statements" within the meaning of federal securities laws. The matters discussed herein that are forward-looking statements are based on current management expectations that involve risks and uncertainties that may result in such expectations not being realized. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous potential risks and uncertainties including, but not limited to, the need to manage our growth and integrate new businesses, our ability to develop strategic relationships, our ability to compete with other media, data and Internet companies, technology risks, the volatility of our stock price, and other risks and factors described in Hollywood Media Corp.'s filings with the Securities and Exchange Commission including our Form 10-K report for 2002. Such forward-looking statements speak only as of the date on which they are made, and Hollywood Media Corp. does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 2003 2002 ---- ---- ASSETS (As Restated, See Note 1 below) CURRENT ASSETS: Cash and cash equivalents $1,867,999 $2,342,238 Receivables, net 1,496,934 1,845,063 Inventories 5,770,289 7,144,311 Prepaid expenses 941,966 1,026,454 Other receivables 654,141 510,532 Other current assets 10,296 247,532 Deferred advertising - CBS 38,807 924,780 Total current assets 10,780,432 14,040,910 RESTRICTED CASH 850,000 -- PROPERTY AND EQUIPMENT, net 2,236,906 3,563,569 INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES 164,205 294,438 INTANGIBLE ASSETS, net 1,603,985 2,342,807 GOODWILL, net 40,813,682 40,773,968 OTHER ASSETS 431,811 737,231 TOTAL ASSETS $56,881,021 $61,752,923 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $2,201,431 $1,354,663 Accrued expenses and other 5,178,467 4,299,655 Notes payable -- 250,000 Loan from shareholder/officer 600,000 -- Accrued exit and retail closure costs -- 27,500 Deferred revenue 9,063,317 9,374,156 Current portion of capital lease obligations 227,538 340,083 Total current liabilities 17,270,753 15,646,057 CAPITAL LEASE OBLIGATIONS, less current portion 178,790 238,546 DEFERRED REVENUE 193,063 214,626 MINORITY INTEREST 21,895 -- OTHER DEFERRED LIABILITY 903,192 2,381,863 CONVERTIBLE DEBENTURES, NET 4,027,629 3,223,988 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred Stock, $.01 par value, 539,127 shares authorized; none outstanding -- -- Common stock, $.01 par value, 100,000,000 shares authorized; 21,810,266 and 20,253,863 shares issued and outstanding at December 31, 2003 and December 31, 2002, respectively 218,103 202,539 Additional paid-in capital 279,087,772 277,261,293 Deferred compensation (162,500) -- Accumulated deficit (244,857,676) (237,415,989) Total shareholders' equity 34,285,699 40,047,843 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $56,881,021 $61,752,923 (1) Accrued expenses and other has been increased by $444,774 for the 2002 restated financial statements as a result of an underaccrual for Broadway Ticketing purchases. Deferred revenue has been increased by $484,154 for the 2002 restated financial statements as a result of an underaccrual for Broadway Ticketing gift certificates. Investments in and advances to equity method investees has been decreased by $315,734 for the 2002 restated financial statements as a result of an underaccrual of deferred revenue. HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Yearly) YEARS ENDED DECEMBER 31, 2003 2002 ---- ---- (As Restated, See Note 1 below) NET REVENUES Ticketing $52,266,539 $45,333,627 Other 12,592,423 12,419,490 64,858,962 57,753,117 OPERATING EXPENSES: Cost of revenues - ticketing 44,850,254 39,930,761 Editorial, production, development and technology 5,347,062 5,587,852 Selling, general and administrative 18,706,679 20,833,096 Amortization of CBS advertising 885,974 11,251,566 Impairment loss - CBS advertising -- 57,274,680 Write-off of prepaid trade credits -- 655,500 Depreciation and amortization 2,624,729 3,074,614 Provision for closed stores and lease termination costs -- (14,644) Total operating expenses 72,414,698 138,593,425 Operating loss (7,555,736) (80,840,308) EQUITY IN EARNINGS OF INVESTMENTS 957,681 234,504 OTHER INCOME (EXPENSE): Interest, net (1,442,707) (1,272,879) Other, net 1,163,308 (250,566) Loss before minority interest (6,877,454) (82,129,249) MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (564,233) (665,529) Net loss $(7,441,687) $(82,794,778) Basic and diluted loss per common share $(0.36) $(3.24) Weighted average common and common equivalent shares outstanding - basic and diluted 20,829,183 25,535,626 (1) Net Revenues have been reduced by $484,154, or 0.8%, in the 2002 restated financial statements as a result of an underaccrual for Broadway Ticketing gift certificates. Cost of Revenues - Ticketing has been increased by $444,774, or 1.1%, in the 2002 restated financial statements as a result of an underaccrual for Broadway ticketing purchases Equity in earnings of investments has been decreased by $315,734 as income recognized by the investee during 2002, was incorrectly recorded. The number of weighted average shares outstanding was reduced by 144,080 shares for the year ended December 31, 2002 to exclude shares issued of restricted stock until vesting date. As a result of the changes noted above, net loss for the year ended December 31, 2002 was increased by $1,244,662, or 1.5%. HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Quarterly) THREE MONTHS ENDED DECEMBER 31, 2003 2002 ---- ---- (As Restated, See Note 1 below) NET REVENUES Ticketing $15,740,983 $14,206,043 Other 3,508,202 2,595,402 19,249,185 16,801,445 OPERATING EXPENSES: Cost of revenues - ticketing 13,220,646 12,371,468 Editorial, production, development and technology 1,517,939 1,056,920 Selling, general and administrative 4,915,871 6,214,601 Amortization of CBS advertising 276,781 315,071 Depreciation and amortization 784,928 649,118 Provision for closed stores and lease termination costs -- (14,644) Total operating expenses 20,716,165 20,592,534 Operating loss (1,466,980) (3,791,089) EQUITY IN EARNINGS OF INVESTMENTS (77,924) (133,093) OTHER INCOME (EXPENSE): Interest, net (405,704) (420,522) Other, net 1,271,473 (257,600) Loss before minority interest (679,135) (4,602,304) MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (114,544) (69,861) Net loss $(793,679) $(4,672,165) Basic and diluted loss per common share $(0.04) $(0.23) Weighted average common and common equivalent shares outstanding - basic and diluted 21,486,263 19,990,456 (1) Net Revenues have been increased by $14,669, or 0.1%, in the three months ended December 31, 2002 restated financial statements as Broadway Ticketing gift certificate revenue was understated. Cost of Revenues - Ticketing has been increased by $66,830, or 0.7%, in the three months ended December 31, 2002 restated financial statements as a result of an underaccrual for Broadway ticketing purchases Equity in earnings of investments has been decreased by $315,734 recognized by the investee during 2002, was incorrectly recorded. The number of weighted average shares outstanding was reduced by 216,951 shares for the three months ended December 31, 2002 to exclude shares issued of restricted stock until vesting date. -----END PRIVACY-ENHANCED MESSAGE-----