UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012 | |
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________ |
Commission File No. 1-14332
HOLLYWOOD MEDIA CORP.
(Exact name of registrant as specified in its charter)
Florida | 65-0385686 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | dentification No.) |
2255 Glades Road, Suite 221A | |
Boca Raton, Florida | 33431 |
(Address of principal executive offices) | (zip code) |
(561) 998-8000
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes | x | No | ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes | x | No | ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | ¨ | No | x |
As of August 13, 2012, there were 23,179,066 shares of the registrant’s common stock, $.01 par value, outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit Number | Description |
31.1(1) | Certification of Chief Executive Officer (principal executive officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
31.2(1) | Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
32.1(1) | Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. 1350. |
32.2(1) | Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to 18 U.S.C. 1350. |
101(2)** |
The following financial information from Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011, (ii) Condensed Consolidated Statements of Operations (unaudited) for the six and three months ended June 30, 2012 and 2011, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2012 and 2011, and (iv) the Notes to Condensed Consolidated Financial Statements (unaudited). |
(1) | These exhibits were previously filed as an exhibit to Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 20, 2012. | |
(2) | Submitted electronically herewith. | |
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
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 thereunto duly authorized.
HOLLYWOOD MEDIA CORP.
| ||
Date: September 12, 2012 | By: | /s/ Mitchell Rubenstein |
Mitchell Rubenstein, Chairman of the Board and Chief Executive Officer (Principal executive officer) |
Date: September 12, 2012 | By: | /s/ Tammy G. Hedge |
Tammy G. Hedge, Chief Financial Officer and Chief Accounting Officer (Principal financial and accounting officer) |
Movietikets.com - Additional Information (Detail) (USD $)
|
1 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 19, 2011
|
Jun. 30, 2012
Hollywood Media Equity Interest in MovieTickets.Com
|
Jun. 30, 2012
Joint Venture
|
Jul. 19, 2011
Mitchell Rubenstein
|
Jul. 19, 2011
Laurie Silvers
|
Jul. 18, 2011
MovieTickets.com
|
Jun. 30, 2012
MovieTickets.com
|
Jun. 30, 2011
MovieTickets.com
|
Jun. 30, 2012
MovieTickets.com
|
Jun. 30, 2011
MovieTickets.com
|
Jul. 19, 2011
MovieTickets.com
Mitchell Rubenstein
|
Jul. 19, 2011
MovieTickets.com
Laurie Silvers
|
|
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interests in equity method investment | 26.20% | 26.20% | ||||||||||
Percentage of net income Hollywood Media received from MovieTickets.com | 26.20% | |||||||||||
Equity in earnings of unconsolidated investees | $ 1,048,875 | $ 121,034 | $ 115,610 | $ 72,115 | $ 179,068 | |||||||
Dividend declared | 4,000,000 | |||||||||||
Dividend distribution percentage | 5.00% | 5.00% | ||||||||||
Compensation arrangements for employee | $ 52,444 | $ 52,444 |
Purchase of Common Stock Tendered - Additional Information (Detail) (USD $)
|
1 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 25, 2011
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Dec. 31, 2011
|
|
Stockholders Equity Note [Line Items] | ||||
Purchase of stock through tender, price per share | $ 2.05 | |||
Purchase of stock through tender, total cost | $ 16,400,000 | $ 16,400,000 | ||
Number of shares properly tendered | 24,157,429 | |||
Common stock shares outstanding | 23,179,066 | 23,179,066 | 23,179,066 | |
Percentage of tendered shares in which payment was made | 33.00% | |||
Maximum
|
||||
Stockholders Equity Note [Line Items] | ||||
Purchase of stock through tender offer | 8,000,000 |
PURCHASE OF COMMON STOCK TENDERED
|
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2012
|
||||
PURCHASE OF COMMON STOCK TENDERED |
On February 25, 2011, Hollywood Media announced the final results of a tender offer to purchase up to 8,000,000 shares of its common stock at a price of $2.05 per share (less any applicable withholding taxes and without interest) which tender offer expired on February 18, 2011. Hollywood Media accepted 8,000,000 shares for purchase for a total cost of approximately $16,400,000. The number of shares properly tendered was 24,157,429. Accordingly, payment was made for approximately 33% of the tendered shares, and the rest of the tendered shares were withdrawn from the tender offer. Immediately following the purchase of the tendered shares, Hollywood Media had 23,179,066 shares of common stock outstanding. During the six and three months ended June 30, 2012, respectively, Hollywood Media did not repurchase shares of its common stock. |