8-K

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)                                   July 29, 2009

HOLLYWOOD MEDIA CORP.

(Exact Name of Registrant as Specified in its Charter)

Florida	1-14332	65-0385686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

2255 Glades Road, Suite 221A, Boca Raton, Florida	33431
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code                           (561) 998-8000 

                 Not Applicable                  

(Former Name or Former Address, If Changed Since Last

Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02          Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02 of Form 8-K.

On July 29, 2009, Hollywood Media Corp. issued a press release reporting its financial results for the second quarter ended June 30, 2009, which is furnished herewith as Exhibit 99.1 hereto.

The information in this Item 2.02 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.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01          Financial Statements and Exhibits.

(c)           Exhibits.

The following exhibit is filed in connection with the disclosure pursuant to Item 2.02 of this Form 8-K:

99.1 Press Release of Hollywood Media Corp. dated July 29, 2009 (“Hollywood Media Corp. Reports 2009 Second Quarter Results”).

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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/ Mitchell Rubenstein
	Mitchell Rubenstein
	Chief Executive Officer

Date:  July 29, 2009

3

EX-99.1

Exhibit 99.1

Hollywood Media Corp. Reports 2009 Second Quarter Results

BOCA RATON, Fla., July 29, 2009 – Hollywood Media Corp. (Nasdaq: HOLL), a leading provider of online ticketing services, today reported financial results for the second quarter ended June 30, 2009.  Results for the 2008 second quarter reflect the divestment of the Company’s Hollywood.com business in August 2008, which has been accounted for as discontinued operations.

Highlights:

• Income from operations for the Company as a whole of $260,703, despite lower net revenues;

• 75% year-over-year increase in Broadway Ticketing EBITDA*; and

• Year-over-year reduction of 28% in SG&A and payroll and benefits expenses; total year-over-year operating cost and expense reduction of 19%.

For the 2009 second quarter, Hollywood Media reported net revenues of $30.3 million, primarily attributable to Broadway Ticketing revenues.  This compares to net revenues of $35.5 million in the second quarter of last year.  The year-over-year decline in net revenues primarily reflects lower group sales as a result of the economy as well as lower ancillary sales for hotels and other tourism-related services.    Advertising sales from Broadway shows, which are not recorded as revenues but rather as a reduction to cost of revenues-ticketing, increased by more than $0.3 million, or 206%, in the second quarter 2009 period versus the prior year.

Net loss for the 2009 second quarter was $4.8 million, or $0.16 per share, which includes a $5.0 million non-cash impairment charge related to the Ad Sales segment. This compares to a 2008 second quarter net loss of $0.7 million, or $0.02 per share, which included a loss from discontinued operations of $0.7 million and a $1.3 million cash dividend related to the Company’s 26.2 percent equity interest in MovieTickets.com. There was no dividend in second quarter 2009.  EBITDA loss in the 2009 second quarter for the Company as a whole was $4.4 million, which includes the $5.0 million impairment charge mentioned above.  This compares to EBITDA (Modified)* of $0.3 million in the second quarter of 2008, which included the $1.3 million cash dividend mentioned above.

Mitchell Rubenstein, CEO of Hollywood Media, commented, “We drove significant improvement in profitability from operations in the second quarter, highlighted by income from operations for the Company as a whole and a 75% increase in Broadway Ticketing EBITDA versus the prior year.   The results reflect significant decreases in operating expenses coupled with increases in gross margin percentage and ad sales on Broadway.com.”

Exhibit 99.1

Cash and cash equivalents was $8.4 million as of June 30, 2009, compared to $10.8 million as of March 31, 2009.  The change reflects $1.3 million in purchases of Broadway ticketing inventory, capital expenditures of $0.4 million in connection with a redesign of the Broadway.com site and payment of $0.3 million in audit fees that had been accrued in the 2008 fourth quarter. The Company also has approximately $1.2 million in its restricted cash balance, which was transferred by the Company during the first quarter of 2009 to secure a bond for future Broadway ticketing purchases.

Teleconference Information

Management will host a teleconference to discuss the Company’s 2009 second quarter financial results. The conference call is scheduled for Wednesday, July 29, 2009 at 8:30 a.m. Eastern Time.  To access the teleconference, please dial 877-407-8293 (U.S.) or 201-689-8349 (international) approximately 10 minutes prior to the start of the call.  The teleconference will also be available via live webcast on the investor relations portion of Hollywood Media’s website, http://www.hollywoodmedia.com/conference_calls.htm. 

If you are unable to listen to the live teleconference, a replay will be available through August 7, 2009, and can be accessed by dialing 877-660-6853 (U.S.) or 201-612-7415 (international).  Callers will be prompted for replay account number 342# followed by conference ID number 328715#.   An archived version of the webcast will also be available on the investor relations section of Hollywood Media’s website at http://www.hollywoodmedia.com.

About Hollywood Media Corp.

Hollywood Media is comprised primarily of Internet businesses focused on online ticketing, which include Broadway.com and Hollywood Media’s minority interest in MovieTickets.com. Hollywood Media also owns the UK-based CinemasOnline and its Intellectual Property division.

*Note on EBITDA

EBITDA and EBITDA (Modified) are non-GAAP financial measures.  EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA (Modified) is defined as net income from continuing operations before interest, taxes, depreciation and amortization on continuing operations. Hollywood Media has presented EBITDA in this release because it considers such information an important supplemental measure which management utilizes as one of its tools in evaluating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation and comparison of companies in our industry as well as our results of operations from period to period. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for Hollywood Media’s financial results as reported under GAAP. Some of these limitations are: (a) EBITDA does not reflect changes in, or cash requirements for, Hollywood Media’s working capital needs; (b) EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, if any; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Hollywood Media’s performance. Hollywood Media compensates for these limitations by relying primarily on Hollywood Media’s GAAP results and using EBITDA only supplementally. Hollywood Media has provided a reconciliation of net income to EBITDA (Modified) in the attached tables.

Note on Forward-Looking Statements

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, our ability to realize anticipated revenues and cost efficiencies, the impact of potential future dispositions or other strategic transactions by Hollywood Media, our ability to develop and maintain strategic relationships, our ability to compete with other online ticketing services and other competitors, 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 for 2008. Such forward-looking statements speak only as of the date on which they are made.

Exhibit 99.1

Attached are the following financial tables:

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SEGMENT SUMMARY FINANCIAL DATA AND EBITDA RECONCILIATION

Contact:

Investor Relations Department

Hollywood Media Corp.

L. Melheim

ir@hollywoodmedia.com

561-998-8000

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2009			2008
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,394,861		$	12,685,946
Receivables, net		1,571,901			1,433,797
Inventories held for sale		5,856,495			4,491,841
Deferred ticket costs		8,382,431			12,085,237
Prepaid expenses		1,583,512			1,418,563
Other receivables		1,169,803			1,431,216
Other current assets		20,483			99,945
Related party receivable		38,020			-
Restricted cash		1,303,220			2,600,000
Total current assets		28,320,726			36,246,545
PROPERTY AND EQUIPMENT, net		5,003,862			4,649,202
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES		131,431			132,800
INTANGIBLE ASSETS, net		525,601			682,896
GOODWILL		20,154,292			25,154,292
OTHER ASSETS		34,548			73,126
TOTAL ASSETS	$	54,170,460		$	66,938,861
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,500,553		$	1,329,949
Accrued expenses and other		2,702,751			3,708,652
Deferred revenue		11,370,876			15,196,455
Gift certificate liability		3,004,196			3,434,359
Customer deposits		615,801			831,838
Current portion of capital lease obligations		155,863			203,579
Current portion of notes payable		49,230			43,147
Related party payable		82,220			2,622,438
Total current liabilities		19,481,490			27,370,417
DEFERRED REVENUE		369,409			401,309
CAPITAL LEASE OBLIGATIONS, less current portion		118,648			203,901
OTHER DEFERRED LIABILITY		1,135,465			1,168,096
NOTES PAYABLE, less current portion		16,752			36,258
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 1,000,000 shares authorized; none outstanding		-			-
Common stock, $.01 par value, 100,000,000 shares authorized; 31,037,656
and 30,883,913 shares issued and outstanding at June 30, 2009 and
December 31, 2008, respectively		310,376			308,839
Additional paid-in capital		309,298,158			309,100,760
Accumulated deficit		(276,582,000	)		(271,695,431	)
Total Hollywood Media Corp shareholders' equity		33,026,534			37,714,168
Noncontrolling interest		22,162			44,712
Total shareholders' equity		33,048,696			37,758,880
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	54,170,460		$	66,938,861

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	SIX MONTHS ENDED  JUNE 30,						THREE MONTHS ENDED JUNE 30,
	2009			2008			2009			2008
NET REVENUES
Ticketing	$	49,381,447		$	59,062,595		$	29,138,882		$	33,764,778
Other		2,184,705			3,454,389			1,113,373			1,778,536
		51,566,152			62,516,984			30,252,255			35,543,314
OPERATING COSTS AND EXPENSES
Cost of revenues - ticketing		41,152,654			49,782,868			24,118,554			28,762,843
Editorial, production, development and technology		1,236,913			1,901,363			594,923			925,053
Selling, general and administrative		5,117,994			6,954,601			2,437,983			3,300,539
Payroll and benefits		5,038,874			6,773,953			2,452,198			3,509,594
Depreciation and amortization		794,968			985,266			387,894			457,775
Total operating costs and expenses		53,341,403			66,398,051			29,991,552			36,955,804
Income (loss) from operations		(1,775,251	)		(3,881,067	)		260,703			(1,412,490	)
EARNINGS (LOSSES) OF UNCONSOLIDATED INVESTEES
Equity in earnings (losses) of unconsolidated investees		1,912,833			1,317,513			(810	)		1,314,074
Impairment loss of unconsolidated investee		(5,000,000	)		-			(5,000,000	)		-
Total equity in earnings (losses) of unconsolidated investees		(3,087,167	)		1,317,513			(5,000,810	)		1,314,074
OTHER INCOME (EXPENSE)
Interest, net		15,122			300,333			3,670			122,199
Other, net		(40,214	)		(33,582	)		(56,053	)		(41,283	)
Loss from continuing operations		(4,887,510	)		(2,296,803	)		(4,792,490	)		(17,500	)
Loss  from discontinued operations		-			(1,520,775	)		-			(674,802	)
Loss from discontinued operations		-			(1,520,775	)		-			(674,802	)
Net loss		(4,887,510	)		(3,817,578	)		(4,792,490	)		(692,302	)
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST		941			(65,822	)		(2,226	)		(42,060	)
Net loss attributable to Hollywood Media Corp	$	(4,886,569	)	$	(3,883,400	)	$	(4,794,716	)	$	(734,362	)
Basic and diluted loss per common share
Continuing operations	$	(0.16	)	$	(0.07	)	$	(0.16	)	$	(0.00	)
Discontinued operations		-			(0.05	)		-			(0.02	)
Total basic and diluted net loss per share	$	(0.16	)	$	(0.12	)	$	(0.16	)	$	(0.02	)
Weighted average common and common equivalent shares
outstanding - basic and diluted		30,529,429			31,909,540			30,639,123			31,964,851

Hollywood Media Corp.

Segment Summary Financial Data and EBITDA Reconciliation

For the Six Months Ended June 30, 2009
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)(3)			Properties			Other (2)			Total
Net Revenues	$	49,381,447		$	1,664,619		$	520,086		$	-		$	51,566,152
Operating Income (Loss)		2,171,013			(158,650	)		(1,958	)		(3,785,656	)		(1,775,251	)
Net Income (Loss) from continuing operations		2,131,933			(5,159,639	)		(1,891	)		(1,856,972	)		(4,886,569	)
Add back (Income) Expense:
Interest, net		(7,393	)		3,563			(495	)		(10,797	)		(15,122	)
Taxes		-			(40,966	)		-			1,500			(39,466	)
Depreciation and Amortization		414,194			182,146			150			198,478			794,968
EBITDA Income (Loss) from continuing operations	$	2,538,734		$	(5,014,896	)	$	(2,236	)	$	(1,667,791	)	$	(4,146,189	)

For the Six Months Ended June 30, 2008
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	59,062,595		$	2,712,349		$	742,040		$	-		$	62,516,984
Operating Income (Loss)		1,479,861			(230,571	)		143,221			(5,273,578	)		(3,881,067	)
Net Income (Loss) from continuing operations		1,525,678			(201,321	)		76,743			(3,763,725	)		(2,362,625	)
Add back (Income) Expense:
Interest, net		(55,521	)		7,976			(2,154	)		(250,634	)		(300,333	)
Taxes		-			(19,607	)		-			52,000			32,393
Depreciation and Amortization		459,520			311,657			-			214,089			985,266
EBITDA Income (Loss) from continuing operations	$	1,929,677		$	98,705		$	74,589		$	(3,748,270	)	$	(1,645,299	)

For the Three Months Ended June 30, 2009
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)(3)			Properties			Other (2)			Total
Net Revenues	$	29,138,882		$	849,261		$	264,112		$	-		$	30,252,255
Operating Income (Loss)		2,053,088			(45,215	)		4,597			(1,751,767	)		260,703
Net Income (Loss) from continuing operations		2,011,230			(5,059,158	)		1,699			(1,748,487	)		(4,794,716	)
Add back (Income) Expense:
Interest		(2,968	)		1,849			(138	)		(2,413	)		(3,670	)
Taxes		-			(6,846	)		-			-			(6,846	)
Depreciation and Amortization		198,934			91,164			75			97,721			387,894
EBITDA Income (Loss) from continuing operations	$	2,207,196		$	(4,972,991	)	$	1,636		$	(1,653,179	)	$	(4,417,338	)

For the Three Months Ended June 30, 2008
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	33,764,778		$	1,369,629		$	408,907		$	-		$	35,543,314
Operating Income (Loss)		1,079,490			(43,742	)		86,288			(2,534,526	)		(1,412,490	)
Net Income (Loss) from continuing operations		1,086,357			(47,163	)		47,967			(1,146,721	)		(59,560	)
Add back (Income) Expense:
Interest		(22,262	)		2,334			(765	)		(101,506	)		(122,199	)
Taxes		-			(7,207	)		-			25,000			17,793
Depreciation and Amortization		195,438			156,743			-			105,594			457,775
EBITDA Income (Loss) from continuing operations	$	1,259,533		$	104,707		$	47,202		$	(1,117,633	)	$	293,809

(1)  The Ad Sales segment includes other advertising sales by CinemasOnline.

(2)  The Other segment is comprised of payroll and benefits for corporate and administrative personnel as well as other corporate-wide expenses such as legal fees, audit fees, proxy costs, insurance, centralized information technology, and includes consulting fees and other fees and costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002 that require Hollywood Media and its Independent Registered Public Accounting Firm to make an assessment of and report on internal control over financial reporting.

(3)  The Ad Sales segment includes a $5.0 million non-cash impairment loss to MovieTickets.com.