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)                                         November 10, 2010

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 November 10, 2010, Hollywood Media Corp. issued a press release reporting its financial results for the third quarter ended September 30, 2010, 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 November 10, 2010 (“Hollywood Media Corp. Reports 2010 Third 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:  November 10, 2010

3

EX-99.1

EXHIBIT 99.1

HOLLYWOOD MEDIA CORP. REPORTS 2010 THIRD QUARTER RESULTS

BOCA RATON, Fla., November 10, 2010 – Hollywood Media Corp. (Nasdaq: HOLL), a leading provider of online ticketing services and entertainment-related offerings, today reported financial results for the third quarter ended September 30, 2010.  As previously announced, the Company has reached a definitive agreement to sell its Broadway Ticketing business subject to the approval of Hollywood Media’s shareholders as well as the satisfaction or waiver of certain other closing conditions set forth in the definitive agreement.  The Company filed a proxy statement on October 20, 2010 announcing a shareholder meeting on December 10, 2010 to vote on a proposal to approve the transaction.

For the 2010 third quarter, net revenues increased 16% to $25.4 million compared to $21.9 million in the prior-year period.  Broadway Ticketing revenues, which represented 96% of the Company’s total net revenues, increased 18% versus the prior year period due to higher ticket sales.  Advertising sales from Broadway shows increased 279% which is reported as a reduction in cost of revenues-ticketing.

Net loss for the 2010 third quarter was $0.4 million, or $0.01 per share, which includes $0.3 million in legal expenses related to the proposed sale of the Broadway Ticketing business.  This compares to a net loss in the prior year period of  $0.3 million, or $0.01 per share.

EBITDA* in the 2010 third quarter for the Company as a whole was a loss of $0.1 million, which includes $0.3 million in legal expenses related to the proposed sale of the Broadway Ticketing businesses noted above, compared to break-even EBITDA in the prior-year period.  Broadway Ticketing EBITDA increased 65% on higher sales to $1.8 million in the third quarter versus $1.1 million last year.

At September 30, 2010, the Company had cash and cash equivalents of $7.3 million with no debt compared to cash and cash equivalents of $6.8 million with no debt at June 30, 2010.  The Company also has approximately $1.2 million in its restricted cash balance related to a bond for Broadway ticketing purchases.

Teleconference Information

Management will host a teleconference today at 4:30 p.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 November 17, 2010, 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 360417#.   An archived version of the webcast will also be available under 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 an Intellectual Property division.

*Note on EBITDA

EBITDA is a non-GAAP financial measures.  EBITDA is defined as net income before interest, taxes, depreciation and amortization. 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.

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 2009. Such forward-looking statements speak only as of the date on which they are made.

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

	September 30,			December 31,
	2010			2009
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,308,487		$	11,764,810
Receivables, net		1,254,471			897,503
Inventories held for sale, net		5,244,485			3,735,691
Deferred ticket costs		9,934,718			10,985,160
Prepaid expenses		2,942,893			1,896,237
Other receivables		1,136,173			1,125,263
Other current assets		9,911			436,675
Related party receivable		242,182			335,245
Restricted cash		1,221,000			1,221,000
Total current assets		29,294,320			32,397,584
PROPERTY AND EQUIPMENT, net		3,793,541			4,369,085
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES		826,889			230,097
INTANGIBLE ASSETS, net		206,070			390,818
GOODWILL		20,230,119			20,197,513
OTHER ASSETS		21,082			21,082
TOTAL ASSETS	$	54,372,021		$	57,606,179
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,234,466		$	1,632,351
Accrued expenses and other		3,154,284			3,074,549
Deferred revenue		13,013,628			14,012,178
Gift certificate liability		3,497,188			3,794,899
Customer deposits		360,423			948,273
Current portion of capital lease obligations		75,979			123,061
Current portion of notes payable		6,380			37,454
Total current liabilities		21,342,348			23,622,765
DEFERRED REVENUE		158,654			309,190
CAPITAL LEASE OBLIGATIONS, less current portion		18,630			75,830
OTHER DEFERRED LIABILITY		956,270			1,105,553
NOTES PAYABLE, less current portion		-			2,432
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; 31,179,066 and 31,037,656 shares issued and outstanding  at September 30, 2010 and December 31, 2009, respectively		311,791			310,377
Additional paid-in capital		309,695,522			309,480,331
Accumulated deficit		(278,124,706	)		(277,315,848	)
Total Hollywood Media Corp shareholders' equity		31,882,607			32,474,860
Non-controlling interest		13,512			15,549
Total shareholders' equity		31,896,119			32,490,409
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	54,372,021		$	57,606,179

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	NINE MONTHS ENDED  SEPTEMBER 30,						THREE MONTHS ENDED  SEPTEMBER 30,
	2010			2009			2010			2009
NET REVENUES
Ticketing	$	79,317,020		$	69,979,418		$	24,408,490		$	20,597,971
Other		2,981,093			3,441,400			973,392			1,256,695
		82,298,113			73,420,818			25,381,882			21,854,666
OPERATING COSTS AND EXPENSES
Cost of revenues - ticketing		64,578,465			57,768,570			19,259,832			16,615,916
Editorial, production, development and technology		1,974,184			1,944,210			644,390			707,297
Selling, general and administrative		8,415,751			7,572,482			3,014,325			2,454,488
Payroll and benefits		8,339,384			7,402,148			2,827,042			2,363,274
Depreciation and amortization		1,111,322			1,184,187			354,038			389,219
Total operating costs and expenses		84,419,106			75,871,597			26,099,627			22,530,194
Loss from operations		(2,120,993	)		(2,450,779	)		(717,745	)		(675,528	)
EARNINGS (LOSSES) OF UNCONSOLIDATED INVESTEES
Equity in earnings of unconsolidated investees		636,839			1,912,906			87,971			73
Impairment loss		-			(5,000,000	)		-			-
Total equity in earnings (losses) of unconsolidated investees		636,839			(3,087,094	)		87,971			73
OTHER INCOME (EXPENSE)
Interest, net		11,605			18,714			(99	)		3,592
Other, net		118,737			(156,069	)		(4,397	)		(115,855	)
Loss from continuing operations		(1,353,812	)		(5,675,228	)		(634,270	)		(787,718	)
Income from discontinued operations		506,902			472,487			181,458			472,487
Net loss		(846,910	)		(5,202,741	)		(452,812	)		(315,231	)
NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		38,052			(32,821	)		23,352			(33,762	)
Net loss attributable to Hollywood Media Corp	$	(808,858	)	$	(5,235,562	)	$	(429,460	)	$	(348,993	)
Basic and diluted income (loss) per common share
Continuing operations	$	(0.04	)	$	(0.19	)	$	(0.02	)	$	(0.03	)
Discontinued operations		0.02			0.02			0.01			0.02
Total basic and diluted net loss per share	$	(0.02	)	$	(0.17	)	$	(0.01	)	$	(0.01	)
Weighted average common and common equivalent shares
outstanding - basic and diluted		30,920,354			30,565,413			30,945,735			30,637,658

Hollywood Media Corp.

Segment Summary Financial Data and EBITDA Reconciliation

For the Nine Months Ended September 30, 2010
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	79,317,020		$	2,297,894		$	683,199		$	-		$	82,298,113
Operating Income (Loss)		4,189,238			(404,820	)		(84,845	)		(5,820,566	)		(2,120,993	)
Net Income (Loss)		4,176,681			(353,624	)		(7,440	)		(4,624,475	)		(808,858	)
Add back (Income) Expense:
Interest, net		(868	)		6,803			(49	)		(17,491	)		(11,605	)
Taxes		13,425			(58,619	)		-			8,241			(36,953	)
Depreciation and Amortization		671,742			205,663			254			233,663			1,111,322
EBITDA Income (Loss)	$	4,860,980		$	(199,777	)	$	(7,235	)	$	(4,400,062	)	$	253,906
For the Nine Months Ended September 30, 2009
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	69,979,418		$	2,510,258		$	931,142		$	-		$	73,420,818
Operating Income (Loss)		3,186,593			(246,437	)		67,022			(5,457,957	)		(2,450,779	)
Net Income (Loss)		3,002,149			(5,233,951	)		33,420			(3,037,180	)		(5,235,562	)
Add back (Income) Expense:
Interest, net		(10,092	)		5,525			(515	)		(13,632	)		(18,714	)
Taxes		1,929			(51,795	)		-			(14,575	)		(64,441	)
Depreciation and Amortization		617,505			271,569			225			294,888			1,184,187
EBITDA Income (Loss)	$	3,611,491		$	(5,008,652	)	$	33,130		$	(2,770,499	)	$	(4,134,530	)
For the Three Months Ended September 30, 2010
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	24,408,490		$	784,777		$	188,615		$	-		$	25,381,882
Operating Income (Loss)		1,547,479			(114,522	)		(49,947	)		(2,100,755	)		(717,745	)
Net Income (Loss)		1,535,922			(101,837	)		(15,397	)		(1,848,148	)		(429,460	)
Add back (Income) Expense:
Interest, net		(568	)		2,689			(14	)		(2,008	)		99
Taxes		12,089			(9,600	)		-			8,241			10,730
Depreciation and Amortization		222,243			63,151			105			68,539			354,038
EBITDA Income (Loss)	$	1,769,686		$	(45,597	)	$	(15,306	)	$	(1,773,376	)	$	(64,593	)
For the Three Months Ended September 30, 2009
(unaudited)
	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Other (2)			Total
Net Revenues	$	20,597,971		$	845,639		$	411,056		$	-		$	21,854,666
Operating Income (Loss)		1,015,580			(87,787	)		68,980			(1,672,301	)		(675,528	)
Net Income (Loss)		870,216			(74,312	)		35,311			(1,180,208	)		(348,993	)
Add back (Income) Expense:
Interest, net		(2,699	)		1,962			(20	)		(2,835	)		(3,592	)
Taxes		1,929			(10,829	)		-			(16,075	)		(24,975	)
Depreciation and Amortization		203,311			89,423			75			96,410			389,219
EBITDA Income (Loss)	$	1,072,757		$	6,244		$	35,366		$	(1,102,708	)	$	11,659

(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.   Also includes Discontinued Operations financial information.