-----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, L4a8ZYkmNjfYaQt9CajKQ8Dm3/z+sWP/KkHkWm4mshgusbhXbenxIZYeGrTvyqEp +7RHjt8tEt41/SiBkdu7hA== 0000925178-06-000013.txt : 20060420 0000925178-06-000013.hdr.sgml : 20060420 20060420132220 ACCESSION NUMBER: 0000925178-06-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVIE GALLERY INC CENTRAL INDEX KEY: 0000925178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 631120122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24548 FILM NUMBER: 06769372 BUSINESS ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 8-K/A 1 r8ka-0420.txt CURRENT REPORT OF FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 19, 2006 MOVIE GALLERY, INC. (Exact name of registrant as specified in its charter) Delaware 0-24548 63-1120122 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 900 West Main Street Dothan, Alabama 36301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (334) 677-2108 ------------------------------------------------------------- (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)) EXPLANATORY NOTE This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the registrant on April 19, 2006 to furnish the information required by Item 2.02 of Form 8-K. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 19, 2006, the Company issued a press release announcing that based on preliminary results for the first quarter of 2006 the Company expects to be in full compliance with the financial covenants in its senior credit facility for the reporting period ending April 2, 2006. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference in its entirety into this Item. The information furnished in this Item 2.02, including the exhibits incorporated by reference herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall such information be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing. ITEM 8.01. OTHER EVENTS On April 19, 2006, the Company issued a press release announcing that it has entered into a management agreement with Hilco Real Estate, LLC ("Hilco"). Under the agreement, the terms of which were not disclosed, Movie Gallery and Hilco will initiate a program to restructure leases at more than 1,100 existing Movie Gallery and Hollywood Video stores. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Press Release dated April 19, 2006. 99.2 Press Release dated April 19, 2006 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. MOVIE GALLERY, INC. Date: April 20, 2006 /S/ Mark D. Moreland - ------------------------------ Mark D. Moreland Senior Vice President, Interim Chief Financial Officer and Treasurer INDEX TO EXHIBITS 99.1 Press Release dated April 19, 2006. 99.2 Press Release dated April 19, 2006 EX-99 2 ex991.txt EXHIBIT 99.1 MOVIE GALLERY ANNOUNCES AGREEMENT TO PURSUE LEASE RESTRUCTURING OPPORTUNITIES AT 1,100 STORE LOCATIONS DOTHAN, Ala., April 19, 2006 -- Movie Gallery, Inc. (NASDAQ: MOVI) today announced that it has entered into a management agreement with Hilco Real Estate, LLC ("Hilco"). Under the agreement, the terms of which were not disclosed, Movie Gallery and Hilco will initiate a program to restructure leases at more than 1,100 existing Movie Gallery and Hollywood Video stores. While the list of stores will not be published, this program does not include stores that are associated with the company's previously announced subleasing and downsizing program. "We are pleased to work with the qualified professionals at Hilco," said Keith A. Cousins, Movie Gallery's Executive Vice President and Chief Development Officer. "Hilco has a well established reputation for analyzing portfolios and successfully negotiating on behalf of clients to better position real estate assets and manage occupancy costs. This program, together with our previously announced subleasing program, represents our on- going initiative to restructure approximately seventy percent of the Company's real estate portfolio. We anticipate that these efforts will significantly improve our operating results and enhance shareholder value." Mitchell P. Kahn, President of Hilco Real Estate, said, "Portfolio analysis and lease restructuring are highly- specialized disciplines and core competencies of Hilco Real Estate. I am confident that our professional staff can improve Movie Gallery's leverage and cash flow by analyzing and restructuring real estate commitments and unlocking unrealized value." About Movie Gallery Movie Gallery is the second largest North American video rental company with approximately 4,800 stores located in all 50 U.S. states, Canada and Mexico. Since the Company's initial public offering in August 1994, Movie Gallery has grown from 97 stores to its present size through acquisitions and new store openings. For more information about the Company please visit our website at: www.moviegallery.com About Hilco Real Estate, LLC Hilco Real Estate, LLC (www.hilcorealestate.com), is based in Northbrook, Illinois. The company provides high-yield strategic retail real estate optimization solutions through timely, creative deal structures, dispositions, terminations, re- negotiations and other management services. Over the years, Hilco principals have disposed of and acquired assets valued in excess of $35 billion. Hilco Real Estate is part of the Hilco Organization, a provider of asset valuation, acquisition, disposition and financing services to an international marketplace through a platform of specialized business units, nearly 500 employees and 200 qualified field consultants. Forward-Looking Statements To take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, you are hereby cautioned that this release contains forward-looking statements, including descriptions of the benefits associated with the management agreement with Hilco Real Estate, LLC and the Company's previously announced real estate subleasing program, that are based upon the Company's current intent, estimates, expectations and projections and involve a number of risks and uncertainties. Various factors exist which may cause results to differ from these expectations. These risks and uncertainties include, but are not limited to, the risk factors that are discussed from time to time in the Company's SEC reports, including, but not limited to, the annual report on Form 10-K for the fiscal year ended January 1, 2006. In addition to the potential effect of these ongoing factors, the Company's operations and financial performance may be adversely effected if, among other factors; (i) same-store revenues are less than projected; (ii) the Company is unable to comply with the revised financial covenants contained in its senior credit facility; (iii) the Hilco Real Estate, LLC management agreement, the Company's previously announced real estate subleasing program and other initiatives fail to generate anticipated cost reductions; (iv) the availability of new movie releases priced for sale negatively impacts the consumers' desire to rent movies; (v) unforeseen issues with the continued integration of the Hollywood Entertainment business; (vi) the Company's actual expenses or liquidity requirements differ from estimates and expectations; (vii) consumer demand for movies and games is less than expected; (viii) the availability of movies and games is less than expected; or (ix) competitive pressures are greater than anticipated. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Contacts Financial: Thomas D. Johnson, Jr., Movie Gallery, Inc., +1-503- 570-1950 Media: Andrew B. Siegel of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 ext. 127 # # # EX-99 3 ex992.txt EXHIBIT 99.2 MOVIE GALLERY ANNOUNCES ANTICIPATED COMPLIANCE WITH ALL DEBT COVENANTS FOR THE FIRST QUARTER OF 2006 DOTHAN, Ala., April 19, 2006 -- Movie Gallery, Inc. (NASDAQ: MOVI) today announced that based on preliminary results for the first quarter of 2006 the Company expects to be in full compliance with the financial covenants in its senior credit facility for the reporting period ending April 2, 2006. The Company will announce definitive results for the first quarter of 2006 on or before May 12, 2006. Contrary to an article published on April 18, 2006, Movie Gallery has not scheduled a call with its bank lenders. About Movie Gallery Movie Gallery is the second largest North American video rental company with approximately 4,800 stores located in all 50 U.S. states, Canada and Mexico. Since the Company's initial public offering in August 1994, Movie Gallery has grown from 97 stores to its present size through acquisitions and new store openings. For more information about the Company please visit our website at: www.moviegallery.com Forward-Looking Statements To take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, you are hereby cautioned that this release contains forward-looking statements, including forecasts of the Company's compliance with the financial covenants contained in its senior credit facility, that are based upon the Company's current intent, estimates, expectations and projections and involve a number of risks and uncertainties. Various factors exist which may cause results to differ from these expectations. These risks and uncertainties include, but are not limited to, the risk factors that are discussed from time to time in the Company's SEC reports, including, but not limited to, the annual report on Form 10-K for the fiscal year ended January 1, 2006. In addition to the potential effect of these ongoing factors, the Company's operations and financial performance may be adversely effected if, among other factors; (i) same-store revenues are less than projected; (ii) the Company is unable to comply with the revised financial covenants contained in its senior credit facility; (iii) the Company's real estate subleasing program and other initiatives fail to generate anticipated cost reductions; (iv) the availability of new movie releases priced for sale negatively impacts the consumers' desire to rent movies; (v) unforeseen issues with the continued integration of the Hollywood Entertainment business; (vi) the Company's actual expenses or liquidity requirements differ from estimates and expectations; (vii) consumer demand for movies and games is less than expected; (viii) the availability of movies and games is less than expected; or (ix) competitive pressures are greater than anticipated. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Contacts Financial: Thomas D. Johnson, Jr., Movie Gallery, Inc., +1-503- 570-1950 Media: Andrew B. Siegel of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 ext. 127 # # # -----END PRIVACY-ENHANCED MESSAGE-----