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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _________________
Commission File No. 0-22908
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HOLLYWOOD MEDIA CORP.
(Exact name of registrant issuer as specified in its charter)
FLORIDA 65-0385686
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2255 GLADES ROAD SUITE 221A
BOCA RATON, FLORIDA 33431
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(Address of principal executive offices) (Zip Code)
(561) 998-8000
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(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant issuer (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 if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained therein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the registrant's common stock, $.01 par value,
held by non-affiliates as of March 28, 2003, based on the last sale price of the
common stock on June 28, 2002 as reported by Nasdaq, was $30,833,314. For
purposes of this computation, all executive officers, directors, and beneficial
owners of 10% or more of the registrant's common stock have been deemed to be
affiliates, but such calculation should not be deemed to be an admission that
such directors, officers or beneficial owners are, in fact, affiliates of the
registrant.
As of March 28, 2003, there were 20,507,809 shares of the registrant's common
stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
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HOLLYWOOD MEDIA CORP.
FORM 10-K
FOR THE YEAR ENDED
DECEMBER 31, 2002
Table of Contents
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FORWARD-LOOKING STATEMENTS................................................... ii
PART I
Item 1. Business ......................................................... 1
Item 2. Properties ....................................................... 15
Item 3. Legal Proceedings ................................................ 15
Item 4. Submission of Matters to a Vote of Securityholders ............... 17
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters ...................................... 18
Item 6. Selected Financial Data .......................................... 20
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................ 23
Item 7A. Quantitative and Qualitative Disclosure About Market Risk ........ 38
Item 8. Financial Statements and Supplementary Data ...................... 39
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .............................. 86
PART III
Item 10. Directors and Executive Officers of the Registrant ............... 87
Item 11. Executive Compensation ........................................... 90
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters ....................... 92
Item 13. Certain Relationships and Related Transactions ................... 96
Item 14. Controls and Procedures .......................................... 99
Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8K ..100
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K or that are otherwise made by us
or on our behalf about our financial condition, results of operations and
business constitute "forward-looking statements," within the meaning of federal
securities laws. Hollywood Media Corp. ("Hollywood Media") cautions readers that
certain important factors may affect Hollywood Media's actual results, levels of
activity, performance or achievements and could cause our actual results, levels
of activity, performance or achievements to differ materially from any future
results, levels of activity, performance or achievements anticipated, expressed
or implied by any forward-looking statements that may be deemed to have been
made in this Form 10-K or that are otherwise made by or on behalf of Hollywood
Media. For this purpose, any statements contained in this Form 10-K that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, "forward-looking statements"
are typically phrased using words such as "may," "will," "should," "expect,"
"plans," "believe," "anticipate," "intend," "could," "estimate," "pro forma" or
"continue" or the negative variations thereof or similar expressions or
comparable terminology. Factors that may affect Hollywood Media's results and
the market price of our common stock include, but are not limited to:
o our continuing operating losses,
o negative cash flows from operations and accumulated deficit,
o our limited operating history,
o the need for additional capital to finance our operations,
o the need to manage our growth and integrate new businesses into
Hollywood Media,
o our ability to develop strategic relationships,
o our ability to compete with other companies,
o technology risks,
o future government regulation,
o dependence on our founders, and
o the volatility of our stock price.
Hollywood Media is also subject to other risks detailed herein,
including those risk factors discussed in the "Risks of Investing in Our Shares"
section of "Item 1 - Business", as well as those discussed elsewhere in this
Form 10-K or detailed from time to time in Hollywood Media's filings with the
Securities and Exchange Commission.
Because these forward-looking statements are subject to risks and
uncertainties, we caution you not to place undue reliance on these statements,
which speak only as of the date of this Form 10-K. We do not undertake any
responsibility to review or confirm analysts' expectations or estimates or to
release publicly any revisions to these forward-looking statements to take into
account events or circumstances that occur after the date of this Form 10-K. As
a result of the foregoing and other factors, no assurance can be given as to the
future results, levels of activity or achievements and neither us nor any other
person assumes responsibility for the accuracy and completeness of such
statements.
ii
PART I
ITEM 1. BUSINESS.
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OVERVIEW
Media Company Focused on Entertainment Industry. Hollywood Media is a
leading provider of news, information, data and other content, and ticketing, to
consumers and businesses covering the entertainment and media industries. We
manage a number of business units focused on the entertainment industry.
Hollywood Media derives a diverse stream of revenues from this array of business
units, including revenue from individual and group Broadway ticket sales, data
syndication, subscription fees, content licensing fees, advertising and book
development.
Major Business Divisions of Hollywood Media. The following summary
descriptions of our major business divisions are followed by more detailed
descriptions of such businesses.
Data Syndication Divisions.
Hollywood Media's Data Business is a provider of integrated database
information and complementary data services to the entertainment and media
industries. The Data Business consists of two divisions: The Source Business,
and Baseline/FilmTracker ("Baseline"). The Source Business is comprised of three
related lines of business: CinemaSource, EventSource and AdSource. CinemaSource
is the largest supplier of movie showtimes as measured by market share in the
United States and Canada, and compiles movie showtimes data for over 33,000
movie screens. EventSource compiles and syndicates detailed information on
community events in cities around the country, including concerts and other live
performances, sporting events, festivals, fairs and shows. AdSource provides
movie exhibitors with directory newspaper advertising services, utilizing
theater showtimes data from CinemaSource. Baseline is a database and research
service offering specialized information to its subscribing users, which
subscribers include movie and TV studios and production companies, distributors,
producers, screenwriters, and news organizations. Baseline's film and television
database contains motion picture and TV information dating back nearly 100
years, including comprehensive data about film and television productions and
entertainment industry professionals.
Broadway Division.
Hollywood Media's Broadway Ticketing Division is comprised of Theatre
Direct International; Broadway.com and 1-800-BROADWAY (collectively called
"Broadway Ticketing"). Broadway Ticketing is a live theater ticketing wholesaler
that provides groups and individuals with access to theater tickets and
knowledgeable service, covering shows on Broadway, off-Broadway and in London's
West End theatre district. Broadway tickets are also sold online through our
Broadway.com website, and by telephone through our 1-800-BROADWAY number.
Internet Divisions.
Hollywood Media's Internet Divisions include Hollywood.com, a premier
online entertainment destination and movie industry information and services
website, and Broadway.com. Hollywood.com generates revenue by selling both
advertising on its website as well as subscriptions to its proprietary content.
Hollywood.com features in-depth movie information, including movie previews,
descriptions and reviews, movie showtimes listings, entertainment news and an
extensive multimedia library, and Hollywood.com also provides online ticketing
services for movies creating a "one-stop destination" for movie information. In
addition to its Broadway ticket sales function, Broadway.com sells advertising
and provides show previews and showtimes, show synopses, box office results,
cast and crew credits and biographies, and an in-depth Tony Awards(R) area.
1
Intellectual Properties Business.
Our intellectual properties division includes a book development and
book licensing business owned and operated by our 51% owned subsidiary, Tekno
Books, which develops and executes book projects, typically with best-selling
authors. Tekno Books has worked with over 60 New York Times best-selling
authors, including Isaac Asimov, Tom Clancy, Tony Hillerman, John Jakes,
Jonathan Kellerman, Dean Koontz, Robert Ludlum, Nora Roberts and Scott Turow, as
well as with numerous media celebrities including Louis Rukeyser and Leonard
Nimoy. Hollywood Media is also a 50% partner in NetCo Partners, a partnership
that owns Tom Clancy's NetForce. NetCo Partners has licensed to Putnam Berkley
the rights to publish Tom Clancy's NetForce books in North America. Each of the
published NetForce titles has been on The New York Times Bestseller list.
MovieTickets.com.
MovieTickets.com is one of the leading destinations for the purchase of
movie tickets through the Internet. MovieTickets.com is an online ticketing
service owned by a joint venture formed by Hollywood Media and several major
movie exhibitor chains. Hollywood Media currently owns 26.4% of the equity of
MovieTickets.com, Inc. MovieTickets.com has been selected by MSN Network,
Yahoo!, Lycos Entertainment and several other premier online destinations, as
the exclusive provider for online movie ticketing services, and MovieTickets.com
has experienced strong growth in ticket sales, with over 8.2 million tickets
sold in 2002, an increase of 141% over its ticket sales in 2001.
Other Business and Financial Information. The following portions of
this Business section of this Form 10-K contain more detailed information about
our various business units, as well as a discussion of related risks (see "Risks
of Investing in Our Shares" below). Additional financial and other important
information about Hollywood Media and our businesses is also contained elsewhere
in this Form 10-K, including without limitation, the following portions of this
Form 10-K: Item 7 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations; and Item 8 -- Financial Statements and Supplementary
Data (including the Notes to Consolidated Financial Statements contained
therein).
SEC Reports Available on Internet. Hollywood Media makes available free
of charge through its internet website, www.hollywood.com, its annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports, as soon as reasonably practicable after such
material is electronically filed with the Securities and Exchange Commission.
Such materials are available on the "investor relations" section of the web site
under "Company SEC Filings" (this is a link to the Company's "Real-Time SEC
Filings" as provided by Nasdaq on Nasdaq's website at www.nasdaq.com). Hollywood
Media is a reporting company under the Securities Exchange Act of 1934, as
amended, and files reports and other information with the SEC. Our electronic
filings with the SEC (including the above-referenced filings) are available at
the SEC's internet website (www.sec.gov). Hollywood Media's internet website and
any other website mentioned in this Form 10-K, and the information contained or
incorporated therein, are not intended to be incorporated into this Form 10-K.
DATA SYNDICATION DIVISIONS
Hollywood Media's Data Business is a provider of integrated database
information and complementary data services to the entertainment and media
industries. The Data Business consists of two divisions, The Source Business and
Baseline/FilmTracker.
The Source Business is comprised of three related lines of business:
CinemaSource, EventSource and AdSource.
2
CinemaSource. CinemaSource is the largest supplier of movie showtimes
as measured by market share in the United States and Canada, and compiles movie
showtimes data for over 33,000 movie screens. Since its start in 1995,
CinemaSource has substantially increased its operations and currently provides
movie showtime listings to more than 200 newspapers, wireless companies,
Internet sites, and other media outlets, including newspapers such as The New
York Times and The Washington Post, wireless companies including Sprint PCS,
AT&T Wireless, Cingular Wireless, Verizon and Vindigo, Internet companies
including AOL's Moviefone and Digital City, MSN, Yahoo! and Lycos, and other
media outlets. CinemaSource also syndicates entertainment news, movie reviews,
and celebrity biographies. CinemaSource's data is displayed by its customers in
local newspapers, on websites and through cell phone services, to provide
moviegoers with information for finding and choosing movies, theaters and
showtimes. CinemaSource collects a majority of these movie listings through
electronic mediums such as email and FTP files, and collects additional listings
through traditional mediums such as faxes and phone calls. Through annual and
multi-year contracts, CinemaSource generates recurring revenue from licensing
fees paid by its customers.
EventSource. We launched the EventSource business in 1999 as an
expansion of the operations of CinemaSource. EventSource compiles and syndicates
detailed information on community events in cities around the country, including
concerts and live music, sporting events, festivals, fairs and shows, touring
companies, community playhouses and dinner theaters throughout North America and
in London's West End. The EventSource database contains detailed information for
over 12,000 venues, and the EventSource services are monitored by individual
city editors specializing in their respective markets. Hollywood Media believes
that EventSource is the largest (based on market share), and the only national,
compiler and syndicator of detailed information on community and cultural events
in North America. EventSource's unique and diversified information is a content
source for AOL's Digital City, as to which EventSource entered into an agreement
in April 2000 to provide event listings for 200 cities nationwide. In addition
to Digital City, other EventSource customers include The New York Times,
Vindigo, Earthlink and VoltDelta. Through annual and multi-year contracts,
EventSource generates recurring revenues from licensing fees.
AdSource. We launched AdSource during the first quarter of 2002 as yet
another expansion of the CinemaSource operations. AdSource leverages the movie
theater showtimes from the CinemaSource data collection systems and our
relationship with various movie exhibitors, to provide our movie-exhibitor
customers with directory advertising for insertion in newspapers around the
country. Our customers include AMC Theatres, a major theater chain that has
expanded use of AdSource nationally. The types of ads created by AdSource
include the large weekly movie ads typically carried in newspapers, which
highlight a particular movie theater where the film is playing and the start
times. Through a web-based data system, AdSource is able to create ads using
showtimes data from the CinemaSource database, resulting in exhibitor ads that
Hollywood Media believes are generally superior in quality and accuracy, in
comparison to ads developed by its competitor. These advertisements are
delivered to the newspapers in one of several formats, ready for publication.
Baseline/FilmTracker. Baseline is a comprehensive entertainment
database, research service, and application service provider offering
information to movie studios, production companies, movie and TV distributors,
entertainment agents, managers, producers, screenwriters, news organizations,
and financial analysts covering the entertainment industry. Baseline's film and
television database contains over 14,000 celebrity biographies, credits for over
125,000 released feature films, television series, miniseries, TV movies and
specials dating back nearly 100 years, over 15,000 film and television projects
in every stage of development and production, over 1,900 movie reviews, box
office grosses dating back nearly 20 years, over 17,000 company rosters and
representation/contact information for over 19,000 entertainment professionals.
Baseline provides applications that allow entertainment professionals to
streamline workflow, increase efficiency, and expand market awareness. Baseline
offers its data and application modules on an annual subscription basis,
syndicates data to a number of leading information aggregators and publications,
and also provides data on a pay per use basis. Baseline's 3,000+ customers
include four major movie studios, numerous production companies, law firms,
investment banks, news agencies, advertising agencies, consulting firms and
other professionals in the entertainment industry. Baseline's customer base
3
includes Bloomberg, Daily Variety, People Magazine, Lexis-Nexis, NBC,
HBO, ABC, Paramount Pictures, DreamWorks SKG, Fox Studios, Universal Studios, E!
Entertainment Television and the Directors Guild of America. The current
Baseline/FilmTracker service resulted from our January 2002 acquisition of
FilmTracker from Fountainhead Media Services ("Fountainhead"), a provider of
information services in the feature film and television industries. Our
previously existing Baseline service was integrated with FilmTracker in the
first quarter of 2002, resulting in a combined service that incorporates
Baseline's data into FilmTracker's content management system and interface.
Since the integration with FilmTracker in the first quarter of 2002, the
combined unit has signed multi-year licensing contracts with four major film
studios. Pursuant to such acquisition, Fountainhead acquired 20% of the capital
stock of our subsidiary that owns Baseline, in return for combining FilmTracker
with Baseline and Fountainhead's $2 million promissory note payable to Hollywood
Media. See Note 3 -- Acquisitions and Other Capital Transactions, of the Notes
to Hollywood Media's Financial Statements in Item 8 of this Form 10-K, for
additional information about the transaction pursuant to which FilmTracker was
acquired.
BROADWAY TICKETING DIVISION
Broadway Ticketing: Theatre Direct International ("TDI"); Broadway.com
and 1-800-BROADWAY (collectively called "Broadway Ticketing").
TDI. We acquired TDI as of September 15, 2000. Founded in 1990, TDI is
a live theater ticketing wholesaler that provides groups and individuals with
access to theater tickets and knowledgeable service, covering shows on Broadway,
long running shows off-Broadway, shows in London's West End theatre district and
shows in Toronto. TDI sells tickets directly to group buyers including travel
agents and tour groups. TDI also manages a marketing cooperative that markets
numerous Broadway shows to the travel industry around the world. Recent Broadway
shows marketed by this cooperative include Aida, Beauty and the Beast, Cabaret,
Chicago, 42nd Street, Harlem Song, Into the Woods, Les Miserables, Mamma Mia!,
Oklahoma, Rent, The Graduate, The Lion King, The Phantom of the Opera,
Thoroughly Modern Millie, Urinetown and Metamorphoses. In addition, TDI's
education division, Broadway Classroom, markets group tickets to schools across
the country.
Broadway.com and 1-800-BROADWAY. We launched Broadway.com on May 1,
2000. Broadway.com features the ability to purchase Broadway, off-Broadway and
London's West End theater tickets online. Our 1-800-BROADWAY number, which we
acquired in October 2001, is marketed in tandem by us with Broadway.com. TDI's
offline ticketing service complements the online ticketing services available on
our Broadway.com unit and our ticket sales through our 1-800-BROADWAY number.
The combined businesses, Broadway Ticketing, provide live theater
ticketing and related content for over 200 venues in multiple markets to a
customer base consisting of individual consumers, as well as over 40,000 travel
agencies, tour operators, corporations and educational institutions, in addition
to numerous newspapers and web sites. As a result of the consolidation of these
businesses, we believe that Broadway Ticketing is the leading wholesaler of
Broadway tickets, based on ticket sales. Broadway Ticketing offers its customers
access to virtually all the Broadway theatres. We work with the theatre box
offices to obtain tickets and we maintain ticket inventory. Broadway Ticketing
is often able to obtain better seats than its competitors, due to its high
volume, advance group purchases, and related inventory practices. To assist
customers with the important decision of purchasing Broadway show tickets,
Broadway Ticketing employs a theatre-knowledgeable sales force that can describe
the shows and make recommendations as well as explain the seat locations of a
variety of theatres. Some of our competitors' sales personnel are generally not
as knowledgeable as our sales force and in some cases are not permitted to make
recommendations. We believe that our knowledgeable sales force provides Broadway
Ticketing with a marketing advantage over such competitors.
4
INTERNET DIVISIONS
Hollywood.com. Hollywood.com is a premier online entertainment
destination and movie industry information and services website. Hollywood.com
generates revenue by selling both advertising on its website as well as
subscriptions to its proprietary content. Hollywood.com features in-depth movie
information, including movie descriptions and reviews, movie showtimes listings,
entertainment news and an extensive multimedia library containing hundreds of
hours of celebrity interviews, premier coverage and behind the scenes footage as
well as independent films. Hollywood.com provides premier content and online
ticketing services for movies creating a "one-stop destination" for movie
information. According to comScore Media Metrix, the number of unique users to
Hollywood.com in the U.S. has increased approximately 147% from 16.1 million for
2001 to 39.8 million for 2002. International visitors add approximately 25% to
the above user statistics. According to comScore Media Metrix, the user base
profile has an age range of 18 to 44 years old with an average age of 31 years
and an average annual household income of over $60,000. Some of the largest
advertisers who have advertised on Hollywood.com include Disney Studios, New
Line Cinema, Sony Studios, General Motors, Universal Studios, Visa, Colgate,
HBO, A&E, British Airways, MGM, US Army, AT&T, Chase, Ford, Kodak, Fox and
Warner Bros.
As a result of its relationship with Hollywood Media's Data Business
(CinemaSource and Baseline), Hollywood.com has access to a constantly updated
database of information related to movies and entertainment. We believe these
sources of content provide Hollywood.com with a competitive advantage over other
entertainment-related websites that incur significant costs to create content of
comparable quality and breadth.
Hollywood.com has further established its presence in the wireless
arena. Through relationships with major carriers (AT&T, Cingular, Sprint, and
Verizon), Hollywood.com provides a movie and entertainment destination on a
variety of mobile phones.
Broadway.com. We launched Broadway.com on May 1, 2000. Broadway.com
features: the ability to purchase Broadway, off-Broadway and London's West End
theater tickets online; theater showtimes; the latest theater news; interviews
with stage actors and playwrights; opening-night coverage; original theater
reviews; and video excerpts from selected shows. Broadway.com also offers
current box office results, show synopses, cast and crew credits and
biographies, digitized show previews, digitized showtunes, and an in-depth Tony
Awards(R) area. Broadway.com generates revenue from the sale of both tickets and
advertising, with its principal business purpose being to generate ticket sales.
Cable Network Initiatives. To further leverage our base of proprietary
content, Hollywood Media launched two interactive digital cable television
channels in 2002: "Totally Hollywood TV" and "Totally Broadway TV." Both cable
channels utilize existing Hollywood Media content and are designed for
distribution on digital tiers of cable TV systems. The cable TV channels
complement Hollywood Media's existing business units. Totally Broadway TV and
Totally Hollywood TV offer audiences interactive entertainment and information,
with on-demand video content including premiers, movie previews, reviews,
behind-the-scenes footage, interviews and more, as well as up-to-date showtimes
for the latest movies and current Broadway shows. Both networks use Hollywood
Media's content, news and information covering the entertainment industry, and
were available initially to Cablevision System Corporation's iO: Interactive
OptimumSM subscribers in the Long Island, Warwick Valley, New York, and Morris
County, New Jersey, markets. During the fourth quarter of 2002, Hollywood Media
Corp. extended its cable television initiative to a second major cable operator,
Cox Communications. Cox added Totally Hollywood TV to the FreeZone area of its
video-on-demand service in the San Diego, California market. Subscribers to Cox
Cable San Diego's digital TV service are now able to view on Totally Hollywood
TV, movie previews and related content for the newest movies in theaters.
5
INTELLECTUAL PROPERTIES BUSINESS
Book Development and Book Licensing. Our intellectual properties
division includes a book development and book licensing business owned and
operated by our 51% owned subsidiary, Tekno Books, which develops and executes
book projects, typically with best-selling authors. Tekno Books has worked with
over 60 New York Times best-selling authors, including Isaac Asimov, Tom Clancy,
Tony Hillerman, John Jakes, Jonathan Kellerman, Dean Koontz, Robert Ludlum, Nora
Roberts and Scott Turow, and has also worked with numerous media celebrities,
including Louis Rukeyser and Leonard Nimoy. Our intellectual properties division
has licensed books for publication with more than 100 domestic book publishers,
including Random House (Bertelsmann), Penguin Publishing Group (Pearson), Simon
& Schuster (Viacom), HarperCollins (News Corp.), St. Martin's Press (Holtzbrink
of Germany), Warner Books (AOL Time Warner) and the publishing division of
Barnes & Noble. Tekno Books has also produced numerous books under license from
such entertainment companies as Universal Studios, New Line Cinema, CBS
Television, DC Comics (AOL Time Warner), and MGM Studios. Since 1980, Tekno
Books has developed over 1,440 books that have been published. Another 2,950
foreign, audio, paperback, electronic, and other editions of these books have
been sold to hundreds of publishers around the world, and published in 33
languages. Tekno's books have been finalists for, or winners of, over 100
awards, including the The Edgar Allan Poe Award, The Agatha Christie Award
(Mystery), The Hugo Award (Science Fiction), The Nebula Award (Fantasy), The
International Horror Guild Award (Horror) and The Sapphire Award (Romance).
Tekno Books' current backlog and anticipated books for future publishing include
more than 270 books under contract or in final negotiations, including at over
70 books by New York Times best-selling authors. We are expanding into one of
the largest areas of publishing, which is romance fiction, and one of the
fastest growing areas of publishing, which is the Christian book market. In
January 2003, Tekno Books was engaged to create two new spin-off series based on
the best-selling Left Behind series. The Chief Executive Officer and founder of
Tekno Books, Dr. Martin H. Greenberg, is also a director of Hollywood Media and
owner of the remaining 49% interest in Tekno Books.
Intellectual Properties. Our intellectual properties division also owns
the exclusive rights to intellectual properties that are complete stories and
ideas for stories, created by best-selling authors and media celebrities. Some
examples of our intellectual properties are Anne McCaffrey's Acorna the Unicorn
Girl, Leonard Nimoy's Primortals, and Mickey Spillane's Mike Danger. We license
rights to our intellectual properties for use by licensees in developing
projects in various media forms. We generally obtain the exclusive rights to the
intellectual properties and the right to use the creator's name in the titles of
the intellectual properties (e.g., Mickey Spillane's Mike Danger and Leonard
Nimoy's Primortals).
NetCo Partners. In June 1995, Hollywood Media and C.P. Group Inc.
("C.P. Group"), entered into an agreement to form NetCo Partners. NetCo Partners
owns Tom Clancy's NetForce. Hollywood Media and C.P. Group are each 50% partners
in NetCo Partners. Tom Clancy is a shareholder of C.P. Group. At the inception
of the partnership, C.P. Group contributed to NetCo Partners all rights to Tom
Clancy's NetForce, and Hollywood Media contributed to NetCo Partners all rights
to Tad Williams' MirrorWorld, Arthur C. Clarke's Worlds of Alexander, Neil
Gaiman's Lifers, and Anne McCaffrey's Saraband. In 1997, NetCo Partners licensed
to Putnam Berkley the rights to publish the first six Tom Clancy's NetForce
books in North America for advance payments of $14 million. This agreement was
subsequently renewed in December 2001 for four more books with guaranteed
advances for North American book rights of $2 million per book for the first two
books with the amount of the advance payable as to the next two books to be
negotiated at a later date. Each of the published titles has been on The New
York Times Bestseller list. The first book in the series was adapted as a 4-hour
mini-series on ABC. NetForce books have so far been published in mass market
paperback format with the potential to produce forthcoming books in the higher
priced hard cover format. NetCo owns all rights in all media to the NetForce
property including film, television, video and games. NetCo licenses NetForce
book rights to publishers in various foreign countries. Through its interest in
NetCo Partners, Hollywood Media receives distributions of its share of proceeds
generated from the rights to the NetForce series.
6
MOVIETICKETS.COM
MovieTickets.com is one of the three leading destinations for the
purchase of movie tickets through the Internet; our two competitors (other than
some theatres that may conduct their own internet ticket sales) are Fandango and
AOL Moviefone. Hollywood Media launched the MovieTickets.com web site in May
2000 with several major theatre exhibitors. Hollywood Media currently owns 26.4%
of the equity of MovieTickets.com, Inc. See Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Equity in Earnings
of Investments, for additional information about our equity interest in
MovieTickets.com, Inc. MovieTickets.com, Inc. entered into an agreement with
Viacom Inc. effective August 2000 whereby Viacom Inc. acquired a five percent
interest in MovieTickets.com, Inc. for $25 million of advertising and promotion
over five years. In addition to the Viacom advertising and promotion,
MovieTickets.com is promoted through on-screen advertising in most participating
exhibitors' movie screens. In March 2001, AOL purchased a non-interest bearing
convertible preferred equity interest in MovieTickets.com, Inc. for $8.5 million
in cash, which can be converted into approximately 3% of the common stock of
MovieTickets.com, Inc. In connection with that transaction, MovieTickets.com's
ticket inventory is promoted throughout America Online's interactive properties
and ticket inventory of AOL's Moviefone is available through MovieTickets.com.
MovieTickets.com has been selected by MSN Network, Yahoo!, Lycos Entertainment
and several other premier online destinations, as the exclusive provider for
online movie ticketing services. MovieTickets.com continues to experience strong
growth in ticket sales, with over 8.2 million tickets sold in 2002, an increase
of 141% over its ticket sales in 2001, resulting in a 157% increase in revenue.
Total unique viewers to MovieTickets.com during 2002, as reported by comScore
Media Metrix, increased 120% over 2001.
MovieTickets.com, Inc.'s current participating exhibitors include AMC
Entertainment Inc., National Amusements, Inc., Famous Players Inc., Hoyts
Cinemas, Marcus Theaters, Consolidated Theaters, Crown Theatres, Cinema World
and Rave Motion Pictures. Colorado Cinemas, Metropolitan Theatres, and Warren
Theatres are in the process of being launched on MovieTickets.com.
MovieTickets.com exhibitors operate theaters located in all of the top 20
markets and approximately 70% of the top 50 markets in the United States and
Canada and represent approximately 50% of the top 100 grossing theaters in North
America. The MovieTickets.com web site allows users to purchase movie tickets
and retrieve them at "will call" windows or kiosks at theaters. The web site
also features bar coded tickets that can be printed at home and presented
directly to the ticket taker at participating theaters. The web site contains
movie content from Hollywood Media's various divisions for all current and
future release movies, movie reviews and synopses, digitized movie trailers and
photos, and box office results. The web site generates revenues from service
fees charged to users for the purchase of tickets and the sale of advertising
which includes ads on the "print-at-home" ticket.
EMPLOYEES
At March 28, 2003, Hollywood Media employed approximately 218 full-time
employees. Of our 218 employees, 87 employees are engaged in our data
syndication and licensing business divisions conducted through the Source
Business and Baseline/FilmTracker, 67 employees are engaged in our Broadway
Ticketing division, 23 employees are engaged in the development, production and
selling and marketing of Hollywood.com and our other web sites, 4 employees are
engaged in our intellectual properties division, 3 employees are engaged in our
cable TV business, and 34 are corporate, technology and administrative
employees. None of the employees are represented by a labor union, nor have we
experienced any work stoppages. We consider our relations with our employees to
be good.
RISKS OF INVESTING IN OUR SHARES
Investments in our capital stock are speculative and involve a high
degree of risk. Investors should carefully consider the following matters, as
well as the other information in this Form 10-K.
7
WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. WE ANTICIPATE
FURTHER LOSSES IN THE FUTURE AND OUR OPERATING RESULTS COULD FLUCTUATE
SIGNIFICANTLY ON A QUARTERLY AND ANNUAL BASIS.
We have incurred significant losses since we began doing business. In
the years ended December 31, 2002 and 2001 we had net losses of approximately
$81.6 million and $41.8 million, respectively. As of December 31, 2002, we had
an accumulated deficit of approximately $236.2 million. We may incur additional
losses while we continue to grow our businesses. Our future success will depend
on the continued growth in our various businesses, and our ability to generate
ticketing, licensing, syndication and advertising revenues.
In addition, our operating results may fluctuate significantly in the
future as a result of a variety of factors, including:
o seasonal variations in the demand for Broadway tickets and resulting
variations in our revenue from Broadway ticket sales;
o our ability to sell advertisements to be displayed on our web sites;
o seasonal trends in Internet usage and Internet sales and advertising
placements;
o our ability to enter into or renew strategic relationships and
agreements with popular media and entertainment organizations, web
sites and authors;
o the amount and timing of our marketing expenditures and other costs
relating to the expansion of our operations;
o new products, web sites or Internet services introduced by us or our
competitors; and
o technical difficulties, security concerns or system downtime
affecting the Internet generally or the operation of our web sites in
particular.
As a result, our operating results for any particular period may not
accurately predict our future operating results.
WE MAY NOT ABLE TO COMPETE SUCCESSFULLY.
Ticketing Businesses. The market for ticketing services and products is
intensely competitive and rapidly changing. The number of telephone services,
online services, wireless services and web sites competing for consumers'
attention and spending has proliferated and we expect that competition will
continue to intensify. We compete, directly and indirectly, for customers,
advertisers, members and content providers with the following categories of
companies:
o telephone services, wireless services and web sites targeted to
entertainment enthusiasts, moviegoers, theatergoers and other
eventgoers, which feature directories of movies, shows, events,
showtimes, theater and event locations and related content, and also
allow users to purchase tickets;
o travel agents and other traditional ticketing organizations,
companies, agents and brokers; and
o the box office at each of the venues that hold events for which we
sell tickets.
Internet Businesses. The market for Internet services and products is
intensely competitive and rapidly changing. Competition could result in reduced
traffic to our web sites, price reductions for content that we syndicate and
advertising that we offer, a decline in product sales, reduced margins or loss
of market share, any of which could cause a material decrease in our revenues.
We compete, directly and indirectly, for advertisers, viewers, members and
content providers with the following categories of companies:
o online services or web sites targeted to entertainment enthusiasts,
particularly moviegoers and theatergoers, such as IMDb.com and
Playbill.com;
8
o publishers and distributors of traditional off-line media, such as
television, radio and print, including those targeted to movie
enthusiasts, many of which have established or may establish web
sites, such as Eonline.com;
o traditional movie and entertainment organizations and vendors or
entertainment merchandise and products, including conventional retail
stores and catalog retailers, many of which have established web
sites, including Disney and Warner Bros.;
o general purpose consumer online services such as AOL, Yahoo!, and
MSN, each of which provides access to movie-related information and
services; and
o web search and retrieval and other online services, such as Yahoo!,
Lycos and other high-traffic web sites.
We believe that the principal competitive factors in attracting and
retaining users are the depth, breadth and timeliness of content, the ability to
offer compelling and entertaining content and brand recognition. Other important
factors in attracting and retaining users include ease of use, service quality
and cost. We believe that the principal competitive factors in attracting and
retaining advertisers include the number of users of our web site, the
demographics of our users, price and the creative implementation of
advertisement placements and sponsorship promotions. There can be no assurance
that we will be able to compete favorably with respect to these factors.
Based on our review of publicly available documents, we believe some of
our existing competitors in both our ticketing and Internet businesses, as well
as potential new competitors, have longer operating histories, significantly
greater financial, technical and marketing resources, greater name recognition
and substantially larger user bases than we do and, therefore, have
significantly greater ability to attract advertisers and users. In addition,
many of these competitors may be able to respond more quickly than us to new or
emerging technologies and changes in Internet user requirements and to devote
greater resources than us to the development, promotion and sale of their
services. There can be no assurance that our current or potential competitors
will not develop products and services comparable or superior to those developed
by us or adapt more quickly than us to new technologies, evolving industry
trends or changing Internet user preferences. Increased competition could result
in price reductions, reduced margins or loss of market share, any of which would
result in a decrease in our revenues. There can be no assurance that we will be
able to compete successfully against current and future competitors, or that
competitive pressures faced by us would not impair our ability to expand our
operations or grow our revenues.
Intellectual Properties and Book Development and Licensing Businesses.
Numerous companies and individuals are engaged in the book development business.
We also compete with a large number of companies that license characters and
properties into film, television, books and merchandise. Competition in these
businesses is largely based on the number and quality of relationships that we
are able to develop with authors and celebrities. There can be no assurance that
our current or future competitors will not be successful in developing
relationships with authors and celebrities with whom we have previously had
relationships. Our revenues will decrease if we are unable to maintain these
relationships or develop new relationships.
WE MAY REQUIRE ADDITIONAL CAPITAL TO FINANCE OUR OPERATIONS AND THERE
CAN BE NO ASSURANCE THAT ADDITIONAL FINANCING WILL BE AVAILABLE; ADDITIONAL
CAPITAL COULD BE DIFFICULT TO OBTAIN AT ATTRACTIVE PRICES AND COULD CAUSE US TO
ENGAGE IN FINANCING TRANSACTIONS THAT ADVERSELY AFFECT OUR STOCK PRICE.
We have required substantial financing to fund our acquisitions and
growth since our inception. We may continue to require additional financing for
various purposes including funding for our growth plans, for capital investments
and for working capital. Our long-term financial success depends on our ability
to generate enough revenue and cash flow to offset operating expenses. To the
extent we do not generate sufficient revenues and cash flow to offset expenses
we will require further financing to fund our ongoing operations. We cannot
assure you that any additional financing will be available or if available, that
it will be on favorable terms. The terms of any financing that we enter into
9
will vary depending on many factors including, among other things, our then
current financial condition, the market price of our common stock and the number
of outstanding options and warrants to purchase our common stock and the
exercise price of those options and warrants. We may raise additional capital
through public or private offerings of equity securities or debt financings. Our
issuance of additional equity securities could cause dilution to holders of our
common stock and may adversely affect the market price of our common stock. The
incurrence of additional debt could increase our interest expense and other debt
service obligations and could result in the imposition of covenants that
restrict our operational and financial flexibility. See "Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations."
WE MAY NOT BE ABLE TO SUCCESSFULLY PROTECT OUR TRADEMARKS AND
PROPRIETARY RIGHTS.
Internet Businesses. We own trademark registrations in the United
States for ALL ABOUT MOVIES, HOLLYWOOD ONLINE, MOVIETUNES.COM, THE GOLDEN HITCH,
GIVING TRAILERS THE RESPECT THEY DESERVE and ISN'T IT TIME YOU WENT HOLLYWOOD!
and in a number of foreign countries for HOLLYWOOD ONLINE. We have filed
trademark applications in the United States and in foreign countries for the
marks HOLLYWOOD MEDIA CORP., HOLLYWOOD.COM, BROADWAY.COM and the slogans ON
STAGE! ONLINE, and WHERE MOVIEGOERS GO.
Our performance and ability to compete are dependent to a significant
degree on our internally developed and licensed content and technology. We rely
on a combination of copyright, trademark and trade secret laws, confidentiality
and nondisclosure agreements with our employees and with third parties and
contractual provisions to establish and maintain our proprietary rights. There
can be no assurance that the steps taken by us to protect our proprietary rights
will be adequate, or that third parties will not infringe upon or misappropriate
our copyrights, trademarks, service marks and similar proprietary rights. In
addition, effective copyright and trademark protection may be unenforceable or
limited in certain foreign countries. In the future, litigation may be necessary
to enforce and protect our trademarks, service marks, trade secrets, copyrights
and other intellectual property rights. Any such litigation would be costly and
could divert management's attention from other more productive activities.
Adverse determinations in such litigation could result in the loss of certain of
our proprietary rights, subject us to significant liabilities, require us to
seek licenses from third parties, or prevent us from selling our services.
There can be no assurance that third parties will not bring copyright
or trademark infringement claims against us, or claim that our use of certain
technology violates a patent. Even if these claims are not meritorious, they
could be costly and could divert management's attention from other more
productive activities. If it is determined that we have infringed upon or
misappropriated a third party's proprietary rights, there can be no assurance
that any necessary licenses or rights could be obtained on terms satisfactory to
us, if at all. The inability to obtain any required license on satisfactory
terms could force us to incur expenses to change the way we operate our
businesses. If our competitors prepare and file applications that claim
trademarks owned or registered by us, we may oppose these applications and have
to participate in administrative proceedings to determine priority of right in
the trademark, which could result in substantial costs to us, even if the
eventual outcome is favorable to us. An adverse outcome could require us to
license disputed rights from third parties or to cease using such trademarks. In
addition, inasmuch as we license a portion of our content from third parties,
our exposure to copyright infringement or right of privacy or publicity actions
may increase; because we must rely upon such third parties for information as to
the origin and ownership of such licensed content. We generally obtain
representations as to the origins, ownership and right to use such licensed
content and generally obtain indemnification to cover any breach of any such
representations; however, there can be no assurance that such representations
will be accurate or that such indemnification will provide adequate compensation
for any breach of such representation. There can be no assurance that the
outcome of any litigation between such licensors and a third party or between us
and a third party will not lead to royalty obligations for which we are not
indemnified or for which such indemnification is insufficient, or that we will
be able to obtain any additional license on commercially reasonable terms if at
all.
10
In 1999 we obtained a federal trademark registration for the name
HOLLYWOOD ONLINE. We have filed a number of United States trademark applications
for HOLLYWOOD MEDIA CORP., HOLLYWOOD.COM, BROADWAY.COM and variants thereof, and
foreign trademark applications for HOLLYWOOD.COM. There can be no assurance that
we will be able to secure adequate protection for these names or other
trademarks in the United States or in foreign countries. If we obtain
registration of those trademarks, we may not be able to prevent our competitors
from using different trademarks that contain the words "Hollywood" or
"Broadway." Many countries have a "first-to-file" trademark registration system;
and thus we may be prevented from registering our marks in certain countries if
third parties have previously filed applications to register or have registered
the same or similar marks. It is possible that our competitors or others will
adopt product or service names similar to ours, thereby impeding our ability to
build brand identity and possible leading to customer confusion.
Our inability to protect our HOLLYWOOD.COM and BROADWAY.COM marks and
other marks adequately could impair our ability to maintain and expand such
brands and thus impair our ability to generate revenue from these brands.
Intellectual Properties Business. Hollywood Media has applied for
trademark and copyright protection for each of its major intellectual property
titles. Hollywood Media currently has approximately 40 U.S. registered
trademarks and one pending trademark application related to this business, and
Netco Partners currently has 5 U.S. registered trademarks and 4 pending
trademark applications. As Hollywood Media's properties are developed, Hollywood
Media intends to apply for further trademark and copyright protection in the
United States and certain foreign countries.
Copyright protection in the United States on new publications of works
for hire extend for a term of 95 years from the date of initial publication or
120 years from the year of creation, whichever expires first. Trademark
registration in the United States extends for a period of ten years following
the date of registration. To maintain the registration, affidavits must be filed
between the fifth and sixth years following the registration date affirming that
the trademark is still in use in commerce and providing evidence of such use.
The trademark registration must be renewed prior to the expiration of the
ten-year period following the date of registration.
WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE THE DESIRED RESULTS.
We have significantly expanded our syndication, Internet and ticketing
operations over the past four years through our acquisitions of the businesses
of hollywood.com, Inc., CinemaSource, Inc., Baseline II, Inc.,
BroadwayTheater.com, Inc., Theatre Direct NY, Inc. and FilmTracker and through
the launch of Broadway.com and MovieTickets.com. We plan to continue to expand
our operations and market presence by entering into joint ventures,
acquisitions, business combinations, investments, or other strategic alliances.
These transactions create risks such as:
o problems retaining key technical and managerial personnel;
o the availability of financing to make acquisitions;
o additional expenses of acquired businesses; and
o the inability to maintain relationships with the customers or other
business partners of acquired businesses.
We may not succeed in addressing these risks if we are not able to
adequately develop or increase our management, operational and financial
resources and systems. To the extent that we are unable to identify and
successfully integrate future ventures into our operations, our growth strategy
may not be successful and our stock price could decrease.
11
WE ARE DEPENDENT ON OUR ABILITY TO DEVELOP STRATEGIC RELATIONSHIPS WITH
MEDIA AND ENTERTAINMENT ORGANIZATIONS AND BEST-SELLING AUTHORS.
The success of our operations is dependent in part on our ability to
enter into and renew strategic relationships and agreements with other media
organizations. Our intellectual property division is dependent on our ability to
identify, attract and retain best-selling authors and media celebrities who
create our intellectual properties. Our business could be harmed by the loss of
the services of Dr. Martin H. Greenberg, who has been primarily responsible for
developing relationships with the best-selling authors who create our
intellectual properties. Dr. Greenberg owns the remaining 49% interest in Tekno
Books through which we operate our intellectual properties division. Although
many of the authors with whom we have relationships are bound to multiple book
contracts, our ability to renew these contracts or enter into contracts with new
authors would be impaired without the services of Dr. Greenberg.
OUR OPERATIONS COULD BE NEGATIVELY IMPACTED BY SYSTEMS INTERRUPTIONS.
The hardware and software used in our Internet and ticketing
operations, or that of our affiliates, could be damaged by fire, floods,
earthquakes, power loss, telecommunications failures, break-ins and similar
events. Our web sites could also be affected by computer viruses, electronic
break-ins or other similar disruptive problems. These system problems could
affect our business. Insurance may not adequately compensate us for any losses
that may occur due to any failures or interruptions in systems. We do not
currently have a formal system disaster recovery plan. General Internet traffic
interruptions or delays could also harm our business. As with Internet web sites
in general, our web sites may experience slower response times or decreased
traffic for a variety of reasons. Additionally, online service providers have
experienced significant outages in the past, and could experience outages,
delays and other difficulties due to system failures unrelated to our systems.
To the extent our services are disrupted, we could lose users of our web sites
and our ticketing and advertising revenues could decline.
WE ARE SUBJECT TO ADDITIONAL SECURITY RISKS BY DOING BUSINESS OVER THE
INTERNET.
A significant obstacle to consumer acceptance of electronic commerce
over the Internet has been the need for secure transmission of confidential
information in transaction processing. Internet usage could decline if any
well-publicized compromise of security occurred. We may incur additional costs
to protect against the threat of security breaches or to alleviate problems
caused by these breaches. If a third person were able to misappropriate our
users' personal information or credit card information, we could be held liable
for failure to adequately protect such information and subject to monetary
damages to the extent our users suffer financial losses or other harm as a
result thereof.
WE MAY NOT BE ABLE TO ADAPT AS TECHNOLOGIES AND CUSTOMER EXPECTATIONS
CONTINUE TO EVOLVE.
To be successful, we must adapt to rapidly changing technologies by
continually enhancing our web sites and ticketing services and introducing new
services to address our customers' changing expectations. We must evaluate and
implement new technologies that are available in the marketplace or risk that
our customers will not continue using our services. Examples of new technologies
that we are currently implementing or evaluating include those related to
streaming and downloading of audio and video content on our web sites, delivery
of content over wireless devices and the convergence of cable television,
satellite and Internet services and delivery systems. We could incur substantial
costs if we need to modify our services or infrastructure in order to adapt to
changes affecting providers of content and services through the Internet. Our
customer base and thus our revenues could decrease if we cannot adapt to these
changes.
12
GOVERNMENT REGULATION OF THE INTERNET COULD IMPACT OUR BUSINESS.
The application of existing laws and regulations to our business
relating to issues such as user privacy, pricing, taxation, content,
sweepstakes, copyrights, trademarks, advertising, and the characteristics and
quality of our products and services can be unclear. We also may be subject to
new laws and regulations related to our business. Although we endeavor to comply
with all applicable laws and regulations and believe that we are in compliance,
because of the uncertainty of existing laws and the possibility that new laws
may be adopted, there is a risk that we will not be in full compliance.
Several federal laws could have an impact on our business. The Digital
Millennium Copyright Act establishes binding rules that clarify and strengthen
protection for copyrighted works in digital form, including works used via the
Internet and other computer networks. The Child Online Protection Act is
intended to restrict the distribution of certain materials deemed harmful to
children. The Children's Online Privacy Protection Act of 1998 protects the
privacy of children using the Internet, by requiring, among other things, (1)
that in certain specific instances the operator of a web site must obtain
parental consent before collecting, using or disclosing personal information
from children under the age of 13, (2) the operator of a web site to make
certain disclosures and notices on the web site or online service regarding the
collection, use or disclosure of such personal information, and (3) the operator
of a web site or online service to establish and maintain reasonable procedures
to protect the confidentiality, security and integrity of personal information
collected from children under the age of 13. Compliance with these laws will
subject our business to additional costs and failure to comply could expose our
business to liability.
WE MAY NOT BE ABLE TO ACQUIRE OR MAINTAIN EFFECTIVE WEB ADDRESSES.
We hold rights to more than 150 web domain names, including
hollywood.com, hollywood.net, broadway.com, broadway.net, musicsite.com,
showtimes.com, theater.com, allaboutmovies.com, cableguide.com, cablesite.com,
cdguide.com, cdsite.com, cinemasite.com, eguide.com, esites.com, filmpick.com,
moviecritics.com, movieguide.com, moviepeople.com and moviesite.com.
Governmental agencies typically regulate domain names. These regulations are
subject to change. We may not be able to acquire or maintain appropriate domain
names in all countries in which we plan to do business. Furthermore, regulations
governing domain names may not protect our trademarks and similar proprietary
rights. We may be unable to prevent third parties from acquiring domain names
that are similar to, infringe upon or diminish the value of our trademarks and
other proprietary rights. In addition, we may not be able to secure the rights
to appropriate domains using new top level domains that are developed and
marketed from time to time, such as ".biz," ".info" and ".cc."
WE ARE DEPENDENT ON MITCHELL RUBENSTEIN AND LAURIE S. SILVERS, OUR
FOUNDERS.
Mitchell Rubenstein, our Chairman of the Board and Chief Executive
Officer, and Laurie S. Silvers, our Vice Chairman, President and Secretary, have
been primarily responsible for our organization and development. The loss of the
services of either of these individuals would hurt our business. If either of
these individuals were to leave Hollywood Media unexpectedly, we could face
substantial difficulty in hiring qualified successors and could experience a
loss in productivity while any successor obtains the necessary training and
experience. The employment agreements between Hollywood Media and each of these
individuals provide, among other things, that if we terminate either of their
agreements without "cause," we will have also terminated the other's agreement
without "cause."
Our future success will be dependent upon our ability to attract and
retain qualified and creative key management personnel. The competition for
qualified personnel in our industry and the limited availability of qualified
individuals could make it difficult for us to attract and retain qualified
personnel. If we do not succeed in attracting new qualified personnel, or
retaining and motivating existing qualified personnel, we may not be able to
grow our revenues or expand our operations.
13
OUR STOCK PRICE IS VOLATILE.
The trading price of our common stock has and may continue to fluctuate
significantly. During the 12 months ended December 31, 2002, the trading price
for our common stock on the Nasdaq Stock Market ranged from $6.63 to $0.72 per
share. Our stock price may fluctuate in response to a number of events and
factors, such as our quarterly operating results, announcements of new products
or services, announcements of mergers, acquisitions, strategic alliances, or
divestitures and other factors, including similar announcements by other
companies that investors may consider to be comparable to us. In addition, the
stock market in general, and the market prices for Internet-related companies in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of the companies. These broad market and industry
fluctuations may cause the market price of our stock to decrease, regardless of
our operating performance.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY
AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.
Future sales of substantial amounts of our common stock in the public
market, or the perception that these sales could occur, could adversely affect
prevailing market prices of our common stock and could impair our ability to
raise capital through future offerings of equity securities. We may issue
additional shares of common stock in connection with future financings,
acquisitions or other transactions, or pursuant to outstanding stock options,
warrants and other convertible securities, and we plan to issue additional stock
options from time to time to our employees and directors. We are generally
unable to estimate or predict the amount, timing or nature of future issuances
or public sales of our common stock. Sales of substantial amounts of our common
stock in the public market could cause the market price for our common stock to
decrease. In addition, a decline in the price of our common stock would likely
impede our ability to raise capital through the issuance of additional shares of
common stock or other equity securities.
OTHER ECONOMIC FACTORS MAY ADVERSELY AFFECT OUR FUTURE RESULTS OR THE
MARKET PRICE OF OUR STOCK (INCLUDING RECESSION, WAR, TERRORISM).
We operate in a rapidly changing economic and technological environment
that presents numerous risks. Many of these risks are beyond our control and are
driven by factors that we cannot predict. Economic recession, war, terrorism,
international incidents, labor strikes and disputes, and other negative economic
conditions may cause damage or disruption to our facilities, information
systems, vendors, employees, customers and/or website traffic, which could
adversely impact our revenues and results of operations, and stock price.
WE MAY BE LIABLE FOR THE CONTENT WE MAKE AVAILABLE ON THE INTERNET BY
OTHER PUBLICATIONS.
There is risk that we could become subject to various types of legal
claims relating to the content we make available on our web sites or the
downloading and distribution of such content, as well as our books and other
publications, including claims such as defamation, invasion of privacy and
copyright infringement. Although we carry liability insurance that covers some
types of claims to a limited extent, our insurance may not cover all potential
claims of this type or may not be adequate to cover all costs incurred in
defense of potential claims or to indemnify us for all liability that may be
imposed. Any costs or imposition of liability that is not covered by insurance
or in excess of insurance coverage could have a material adverse effect on our
business, results of operations and financial condition.
14
ITEM 2. PROPERTIES.
-----------
Hollywood Media leases office space in Florida, California,
Connecticut, Wisconsin and New York. The general terms of the leases for each of
these locations are as follows:
Current
Location Square Feet Monthly Rent Expiration Date
-------- ----------- ------------ ---------------
Corporate Headquarters 10,820 $16,230 October 31, 2006
Boca Raton, FL
CinemaSource, 11,475 $19,603 September 30, 2008
EventSource,
AdSource
Ridgefield, CT
Theatre Direct International, 3,250 $ 8,125 March 31, 2009
Broadway.com and 710 $ 2,130 November 30, 2003
1-800-BROADWAY 350 $ 1,050 March 31, 2004
New York, NY 2,880 $ 7,920 August 31, 2005
Baseline/FilmTracker 5,765 $12,683 June 30, 2007
Santa Monica, CA
Tekno Books 2,025 $ 1,441 Month to Month
Green Bay, WI 463 $ 350 Month to Month
Baseline(1) 8,500 $24,778 October 31, 2010
New York, NY
----------
(1) In April 2002, we consolidated the operations of our New York Baseline
operations into the Baseline/FilmTracker space and operations in Santa
Monica, CA. The space previously occupied by Baseline in New York is no
longer occupied by Hollywood Media and portions are being subleased from
time to time under short-term subleases to film production companies and
other tenants.
ITEM 3. LEGAL PROCEEDINGS.
------------------
Water Garden Company LLC, as Plaintiff, v. Hollywood Media Corp., a
Florida corporation; hollywood.com, Inc., a California corporation (and
subsidiary of Hollywood Media Corp.); and The Tribune Company (as successor in
interest to the Times Mirror Company), as Defendants; filed July 16, 2001 in the
Superior Court of the State of California for the County of Los Angeles. Water
Garden Company LLC filed suit against Hollywood Media, its subsidiary,
hollywood.com, Inc., and The Tribune Company, among others, claiming damages as
a result of alleged defaults by hollywood.com, Inc. under a lease for office
space entered into by hollywood.com, Inc., as lessee, and Water Garden Company
LLC, as lessor. The stated lease term is from January 1999 through December
2003. The Tribune Company guaranteed hollywood.com, Inc.'s lease obligations.
Hollywood Media has certain contractual indemnification obligations to The
Tribune Company relating to The Tribune Company's guaranty of the lease. The
claims against Hollywood Media, but not hollywood.com, Inc., have been
dismissed.
On March 25, 2003, the court in this action (the "Water Garden
Lawsuit") issued its Ruling on Motion for Summary Judgment and Summary
Adjudication, in which it granted, before trial, the motion of plaintiff for
summary judgment against defendants hollywood.com, Inc. and The Tribune Company.
This Ruling will likely result in entry of a money judgment in the Water Garden
15
Lawsuit against hollywood.com, Inc. and The Tribune Company, jointly and
severally, of approximately $1,060,000, together with additional amounts for
litigation costs and attorneys' fees. Interest would accrue on any judgment at
the rate of ten percent per annum until paid. Based on the advice of our outside
legal counsel, we believe that hollywood.com, Inc. has meritorious grounds for
appeal, and a reasonable possibility exists of the appellate court reversing the
trial court's summary judgment ruling.
In the event that an appeal is taken in the Water Garden Lawsuit, it is
not possible at this time to estimate the probability of a favorable or
unfavorable outcome of such an appeal, and accordingly we cannot and do not
provide any such evaluation. If an appeal were taken and the appeal were
successful, it is probable that the matter would then be remanded to the trial
court for trial.
The anticipated judgment in the Water Garden Lawsuit will be for rent
accrued under the lease through the date of the judgment, however, the facial
termination date of the lease is December 31, 2003. Accordingly, it is probable
that the plaintiff in the Water Garden Lawsuit will file one or more subsequent
actions against hollywood.com, Inc. and Tribune Company claiming additional
amounts representing rent allegedly accruing after the date of the judgment
through December 31, 2003, together with litigation costs and attorneys fees.
Hollywood Media believes that hollywood.com, Inc. has valid grounds for
appeal and defenses to such claims. Recognizing that the ultimate outcome of
this case is uncertain, Hollywood Media has accrued on its books, as of December
31, 2002, an amount which it believes is adequate to account for potential
liability for this matter, and we will continue to evaluate the matter as the
litigation process proceeds.
In addition to the legal proceedings described above, Hollywood Media
is a party to various other legal proceedings including matters arising in the
ordinary course of business. Hollywood Media does not expect such other legal
proceedings to have a material adverse impact on Hollywood Media's financial
condition or results of operations, however, there can be no assurance that such
other matters, if determined adversely, will not have an adverse effect.
16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
---------------------------------------------------
Hollywood Media held its annual meeting of shareholders on December 11,
2002. The following describes the matters voted upon at the annual meeting and
the number of votes cast for, against or withheld, as well as abstentions and
broker non-votes, if any, with respect to each matter:
A. Election of Directors
NOMINEE VOTES FOR VOTES WITHHELD
------- --------- --------------
Mitchell Rubenstein 13,837,223 1,304,660
Laurie S. Silvers 13,837,223 1,304,660
Dr. Martin H. Greenberg 13,837,223 1,304,660
Harry T. Hoffman 15,065,539 76,344
Robert E. McAllan 15,127,839 14,044
Deborah J. Simon 15,065,539 76,344
B. Ratification of the selection of Ernst & Young LLP as
Hollywood Media's independent public accountants for the year
ending December 31, 2002.
VOTES PERCENTAGE
----- ----------
For 15,132,340 73%
Against 5,560 Less than 1%
Abstain 3,983 Less than 1%
17
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
---------------------------------------------------------
MARKET FOR COMMON STOCK
Hollywood Media's common stock trades on The Nasdaq Stock Market
("Nasdaq") under the symbol HOLL. The following table sets forth, for the
periods indicated below, the high and low sales prices for the common stock, as
reported by Nasdaq.
HIGH LOW
---- ---
2002
First Quarter $ 6.63 $ 4.55
Second Quarter............................. $ 5.02 $ 1.55
Third Quarter $ 2.21 $ 1.01
Fourth Quarter............................. $ 1.97 $ 0.72
2001
First Quarter $ 7.00 $ 3.12
Second Quarter............................. $ 6.80 $ 3.50
Third Quarter $ 6.23 $ 3.07
Fourth Quarter............................. $ 6.59 $ 2.79
HOLDERS OF COMMON STOCK
As of March 27, 2003, there were 215 record holders of Hollywood
Media's common stock.
DIVIDEND POLICY
Hollywood Media has never paid cash dividends on its common stock and
currently intends to retain any future earnings to finance its operations and
the expansion of its business. Therefore, the payment of any cash dividends on
the common stock is unlikely in the foreseeable future. Any future determination
to pay cash dividends will be at the discretion of the Board of Directors and
will be dependent upon Hollywood Media's earnings, capital requirements and
financial condition and such other factors deemed relevant by the Board of
Directors.
RECENT SALES OF UNREGISTERED SECURITIES
The following securities were issued by Hollywood Media during the
quarter ended December 31, 2002, in transactions that were not registered under
the Securities Act of 1933.
On October 3, 2002, Hollywood Media issued 52,896 shares of common
stock valued at $63,518 to holders of its Convertible Debentures pursuant to the
terms thereof, in payment for interest due for the period July 1, 2002 to
September 30, 2002.
On October 15, 2002, Hollywood Media issued 12,594 shares of common
stock valued at $15,123 to a holder of its Convertible Debentures pursuant to
the terms thereof, in payment for interest due for the period July 1, 2002 to
September 30, 2002.
18
The securities described above were issued without registration under
the Securities Act of 1933 by reason of the exemption from registration afforded
by the provisions of Section 4 (2) thereof and/or Regulation D thereunder, each
recipient of securities having delivered appropriate investment representations
to Hollywood Media with respect thereto.
19
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The following selected financial data has been derived from the audited
Consolidated Financial Statements of Hollywood Media and should be read in
conjunction with those statements which are included in this report.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
STATEMENT OF OPERATIONS DATA:
Net revenues:
Ticketing $ 45,817,781 $ 36,038,031 $ 12,278,008 $ -- $ --
Other 12,419,490 14,116,770 17,239,497 10,106,111 11,126,516
------------- ------------- ------------- ------------- -------------
Total net revenues 58,237,271 50,154,801 29,517,505 10,106,111 11,126,516
------------- ------------- ------------- ------------- -------------
Cost of revenues:
Ticketing $ 39,485,987 $ 30,686,557 $ 10,936,025 $ -- $ --
Other 1,571,274 1,634,092 3,600,089 3,572,832 5,987,383
------------- ------------- ------------- ------------- -------------
Total cost of revenues 41,057,261 32,320,649 14,536,114 3,572,832 5,987,383
------------- ------------- ------------- ------------- -------------
Gross margin 17,180,010 17,834,152 14,981,391 6,533,279 5,139,133
------------- ------------- ------------- ------------- -------------
Operating Expenses:
General and administrative 7,641,577 7,241,687 10,948,417 8,227,022 5,196,364
Selling and marketing 2,027,161 4,348,183 9,593,871 5,074,568 2,566,702
Salaries and benefits 15,180,936 12,534,524 11,810,803 5,916,024 4,151,725
Amortization of CBS advertising 11,251,566 27,822,802 24,244,647 2,344,950 --
Impairment Loss - CBS advertising 57,274,680 -- -- -- --
Write-off prepaid trade credits 655,500 -- -- -- --
Depreciation and amortization 3,074,614 8,886,350 11,098,537 5,331,067 1,108,411
Provision for closed stores and
lease termination costs (14,644) (247,657) 233,763 4,551,094 1,121,028
------------- ------------- ------------- ------------- -------------
Total operating expenses 97,091,390 60,585,889 67,930,038 31,444,725 14,144,230
------------- ------------- ------------- ------------- -------------
Operating loss (79,911,380) (42,751,737) (52,948,647) (24,911,446) (9,005,097)
Equity in earnings of investments 550,238 1,470,392 1,906,132 1,188,142 877,549
Interest expense (1,294,643) (260,220) (430,377) (673,292) (824,967)
Interest income 21,764 115,931 90,855 109,383 6,118
Other income (expense) net (250,566) (94,403) (54,434) (3,440) 42,989
Minority Interest (665,529) (309,868) (411,029) (366,371) (347,081)
Deferred tax (expense) benefit -- -- -- -- (1,407,600)
------------- ------------- ------------- ------------- -------------
Net loss $ (81,550,116) $ (41,829,905) $ (51,847,500) $ (24,657,024) $ (10,658,089)
============= ============= ============= ============= =============
Net loss per share - basic and diluted $ (3.18) $ (1.61) $ (2.23) $ (2.01) $ (1.47)
============= ============= ============= ============= =============
Weighted average common and common
equivalent shares outstanding -
basic and diluted 25,679,706 26,056,911 23,270,862 12,310,195 7,456,651
============= ============= ============= ============= =============
DECEMBER 31,
---------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
BALANCE SHEET DATA:
Cash and cash equivalents $ 2,342,238 $ 1,980,966 $ 1,911,224 $ 2,475,345 $ 729,334
Working capital (deficit) (676,219) 10,307,769 14,871,414 (4,817,879) (1,407,449)
Total assets 62,068,657 143,370,219 169,278,082 62,482,825 8,569,821
Capital lease obligations, less
current portion 238,546 458,390 721,521 995,213 1,741,062
Preferred stock -- -- -- -- 6,152,261
Total shareholders' equity 41,292,505 127,171,496 158,693,890 49,498,786 1,523,435
20
NOTES:
------
We completed a total of five acquisitions in 1999 and 2000
(hollywood.com, CinemaSource, Baseline, BroadwayTheater.com and TDI), one
acquisition in 2001 (AlwaysI), as well as the closure of two of our business
segments (e-commerce and retail), and completed the merger of Baseline Inc. with
FilmTracker in 2002. All of these activities have impacted the comparability of
our selected financial data presented above.
The acquisitions were accounted for under the purchase method of
accounting, and accordingly, their operating results have been included in
Hollywood Media's consolidated financial statements since the respective dates
of acquisition.
o On August 28, 2002, Hollywood Media Corp. entered into an Exchange
Agreement with Viacom Inc. pursuant to which, Viacom reconveyed to
Hollywood Media an aggregate of 8,614,687 shares of Hollywood Media's
common stock, and warrants held by Viacom to purchase 262,973 shares
of Hollywood Media's common stock were cancelled. Under the Exchange
Agreement, Viacom also paid Hollywood Media $2.0 million in cash, and
Hollywood Media retained $5.0 million in non-cash advertising and
promotion across CBS properties for use through December 31, 2003.
This Exchange Agreement terminated various agreements with CBS,
completed on January 3, 2000, providing for the issuance to CBS of
6,672,031 shares of our common stock and a warrant to acquire
1,178,892 shares of common stock in exchange for $100 million of CBS
advertising, promotion and content over seven years across its full
range of media properties and $5.3 million in cash. As a result of
the Exchange Agreement, in August 2002 we recorded an aggregate
impairment loss of $57,274,680. See Item 7 -- Management's Discussion
and Analysis of Financial Condition and Results of Operations --
Results of Operations -- Amortization of CBS Advertising and
Impairment Loss Relating to CBS Advertising.
o On January 14, 2002, Fountainhead Media Services acquired a 20%
equity interest in Baseline, Inc., a wholly owned subsidiary of
Hollywood Media. Consideration consisted of a $2 million promissory
note payable to Hollywood Media and the contribution by Fountainhead
Media of its FilmTracker database, intellectual property rights, all
existing contracts and its content management system with a stated
value of $2 million. Our Baseline service was integrated with
FilmTracker, resulting in a combined service incorporating Baseline's
data with FilmTracker's content management system and interface.
o In October 2001 we suspended operations of our international ad sales
division of hollywood.com.
o On October 19, 2001, we acquired the telephone number 1-800-BROADWAY.
o On July 27, 2001 we acquired the assets of Always Independent
Entertainment Corp. ("AlwaysI"), which offers independent films to
subscribers over the Internet and licenses films to third parties.
o In January 2001 we closed our e-commerce division.
o On September 15, 2000, we acquired the capital stock of Theatre
Direct NY, Inc. (TDI), a wholesaler to groups of Broadway,
Off-Broadway and London Theater tickets.
o On May 1, 2000, we launched Broadway.com and we acquired the assets
of BroadwayTheater.com, Inc. which sells theater tickets online
predominately for Broadway, Off-Broadway and London's West End.
BroadwayTheater.com was immediately consolidated into Broadway.com.
21
o We closed all brick and mortar retail operations on December 31,
1999.
o On August 31, 1999, we purchased substantially all of the motion
picture-related data assets of Paul Kagan Associates, Inc., including
Baseline, a pay-per-use movie database, and several movie-related
professional publications.
o On May 20, 1999, we acquired the capital stock of hollywood.com,
Inc.
o On May 18, 1999, we acquired the assets of CinemaSource, Inc., a
business to business company that licenses movie showtimes and other
related information to newspapers, Internet companies, wireless
companies and other media outlets.
22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
---------------------------------------------------------------
OVERVIEW
Hollywood Media is a provider of entertainment-related information,
content and ticketing services to consumers and businesses. We manage a number
of integrated business units focused on Hollywood, Broadway and the
entertainment industry. Hollywood Media has a diverse revenue stream from this
array of business units, including revenue from retail and wholesale Broadway
ticket sales, business to business content syndication, subscription fees,
content licensing fees, advertising and book development.
We were incorporated in 1993 and our business initially consisted of
the development, licensing and publishing of intellectual properties, and the
operation of entertainment-related retail stores. During 1997 we ceased
operations of a major portion of the publishing part of our intellectual
property business (although we continue to develop and license intellectual
property) and during 1998 and 1999 we phased out all of our retail stores in
order to concentrate our resources on the development of a movie vertical
focused on providing movie data to businesses and operating consumer sites. We
expanded our organization further in 2000 by adding a ticketing vertical
providing Broadway ticketing services to businesses and consumers. A vertical is
multiple units which have complimentary operations in the same general type of
business. We also continue to own an intellectual property business including
Tekno Books (in which we own 51% and consolidate into our results of operations)
and NetCo Partners (in which we own 50% and account for under the equity method
of accounting).
Since 1998, we have significantly expanded our business through
acquisitions of other entertainment-related businesses and the development of
strategic relationships with media companies.
o On May 18, 1999, we purchased substantially all of the assets of
CinemaSource, Inc., a business to business company that licenses
movie showtimes and other movie-related information.
o On May 20, 1999, we acquired hollywood.com, Inc.
o On August 31, 1999, we purchased substantially all of the motion
picture-related data assets of Paul Kagan Associates, Inc., including
Baseline, a pay-per-use movie database web site, and several
movie-related professional publications.
o Effective January 3, 2000, we completed agreements with CBS providing
for the issuance to CBS of 6,672,031 shares of our common stock in
exchange for $100 million of stated value of CBS advertising,
promotion and content over seven years across its full range of media
properties, valued at $130 million, and $5.3 million in cash. On
March 28, 2000, CBS exercised a warrant to acquire 1,178,892 shares
of our common stock by delivering $5.5 million in cash plus $5.5
million in additional CBS advertising. In August 2002, these
agreements were terminated and such shares were reacquired by
Hollywood Media pursuant to an Exchange Agreement with Viacom,
resulting in the recording of a $57,274,680 impairment loss. See
"Amortization of CBS Advertisng and Impairment Loss Related to CBS
Advertising" below.
o On May 1, 2000, we launched Broadway.com and we acquired
substantially all the assets of BroadwayTheater.com, Inc. which sells
theater tickets online predominately for Broadway, off-Broadway and
London's West End. We simultaneously consolidated BroadwayTheater.com
into Broadway.com.
o Effective September 15, 2000, we acquired TDI, a ticketing wholesaler
of Broadway, off-Broadway and London theater tickets to businesses,
including travel agencies and tour operators, groups, individuals,
and educational institutions.
o On July 27, 2001, we acquired the assets of Always Independent
Entertainment Corp. ("AlwaysI"), which offers independent films to
subscribers over the Internet and licenses films to third parties.
23
o On October 19, 2001, we acquired 1-800-BROADWAY which we use to sell
Broadway tickets through Broadway.com.
o On January 14, 2002, Fountainhead Media Services acquired a 20%
equity interest in Baseline, Inc., a wholly owned subsidiary of
Hollywood Media. Consideration consisted of a $2 million promissory
note payable to Hollywood Media and the contribution by Fountainhead
Media of its FilmTracker database, intellectual property rights, all
existing contracts and content management system with a stated value
of $2 million. Our Baseline service was integrated with FilmTracker,
resulting in a combined service incorporating Baseline's data with
FilmTracker's content management system and interface.
o In January 2002, we launched AdSource as yet another expansion of the
CinemaSource operations. AdSource leverages the movie theater
showtimes from the CinemaSource data collection systems and our
relationship with various exhibitors creating exhibitor paid
ads for insertion in newspapers around the country.
o In July 2002 we launched two new digital cable television channels,
"Totally Hollywood TV" and "Totally Broadway TV." The digital cable
TV networks provide on demand video content and up-to-date showtimes
for the latest box office movies and current Broadway shows.
o On August 28, 2002, Hollywood Media Corp. entered into an Exchange
Agreement with Viacom Inc. pursuant to which, Viacom reconveyed to
Hollywood Media an aggregate of 8,614,687 shares of Hollywood Media's
common stock, and warrants held by Viacom to purchase 262,973 shares
of Hollywood Media's common stock were cancelled. Under the Exchange
Agreement, Viacom also paid Hollywood Media $2.0 million in cash, and
Hollywood Media retained $5.0 million in non-cash advertising and
promotion across CBS properties for use through December 31, 2003.
This Exchange Agreement terminated various agreements with CBS,
completed in January 3, 2000 as detailed above.
These changes to our business have affected our results of operations
and financial condition. Historically, we generated revenues from our
intellectual properties business and our entertainment retail operations.
Following the closure of our retail stores by the end of 1999 and expansion of
our business through acquisitions, we currently rely on our data business
syndication operations, Broadway and movie ticketing operations and advertising
sales along with our existing intellectual properties business to generate
revenues for the foreseeable future.
The growth of our data syndication, ticketing and Internet ad sales
operations has required substantial financing and may require additional
financing to fund our growth plan and for working capital. Our operating plans
and assumptions indicate that anticipated cash flows when combined with other
potential sources of capital, will be sufficient to meet our working capital
requirements for the year 2003. In the event that we require additional funding
and cannot secure additional funding, Hollywood Media's Chairman of the Board
and Chief Executive Officer and Hollywood Media's Vice Chairman and President,
have indicated their intention to provide Hollywood Media, if required, with an
amount not to exceed $5 million through May 21, 2003, and from that date through
January 1, 2004 such commitment is reduced to an amount not to exceed $3.5
million. This commitment will be reduced dollar for dollar to the extent that
Hollywood Media generates cash from financings, operational cash flow or a sale
of a division or subsidiary of Hollywood Media Corp. This commitment terminates
on January 1, 2004. If plans change or our assumptions prove to be inaccurate,
we may need to seek further financing or curtail our operations. Our long-term
financial success depends on our ability to generate enough revenue to offset
operating expenses. To the extent we do not generate sufficient revenues to
offset expenses we will require further financing to fund our ongoing
operations.
The following discussion and analysis should be read in conjunction
with Hollywood Media's Consolidated Financial Statements and the notes thereto
included in Item 8 of Part II of this report.
24
RESULTS OF OPERATIONS
Year ended December 31, 2002 ("fiscal 2002") as compared to the Year
ended December 31, 2001 ("fiscal 2001") and year ended December 31, 2000
("fiscal 2000").
The following table summarizes Hollywood Media's net revenues, cost of
revenues, and gross margin by reportable segment for fiscal 2002, 2001 and 2000,
respectively:
INTERNET AD
BROADWAY DATA SALES AND INTELLECTUAL E-
TICKETING BUSINESS OTHER PROPERTIES (a) COMMERCE RETAIL TOTAL
----------- ----------- ----------- -------------- ----------- ----------- -----------
FISCAL 2002
-----------
Net revenues $45,817,781 $ 6,195,015 $ 3,828,338 $ 2,396,137 $ -- $ -- $58,237,271
Cost of revenues 39,485,987 268,508 409,888 892,878 -- -- 41,057,261
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross margin $ 6,331,794 $ 5,926,507 $ 3,418,450 $ 1,503,259 $ -- $ -- $17,180,010
=========== =========== =========== =========== =========== =========== ===========
FISCAL 2001
-----------
Net revenues $36,038,031 $ 5,843,764 $ 6,434,237 $ 1,823,270 $ 15,499 $ -- $50,154,801
Cost of revenues 30,686,557 288,976 303,884 1,006,781 25,895 8,556 32,320,649
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross margin $ 5,351,474 $ 5,554,788 $ 6,130,353 $ 816,489 $ (10,396) $ (8,556) $17,834,152
=========== =========== =========== =========== =========== =========== ===========
FISCAL 2000
-----------
Net revenues $12,278,008 $ 5,442,309 $ 8,777,397 $ 1,998,091 $ 987,181 $ 34,519 $29,517,505
Cost of revenues 10,936,025 270,806 791,770 1,125,815 1,146,007 265,691 14,536,114
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross margin $ 1,341,983 $ 5,171,503 $ 7,985,627 $ 872,276 $ (158,826) $ (231,172) $14,981,391
=========== =========== =========== =========== =========== =========== ===========
----------
(a) This does not include Hollywood Media's 50% interest in NetCo
Partners which is accounted for under the equity method of accounting and is
reported as equity in earnings of investments.
For more information refer to "Cost of Revenue" and "Gross Margin" on page 28.
25
COMPOSITION OF OUR BUSINESS SEGMENTS ARE AS FOLLOWS:
o BROADWAY TICKETING - Includes our TDI ticketing business as well as
our Broadway.com online ticketing operations and ticket sales through
1-800-BROADWAY. TDI and BroadwayTheater.com were acquired on
September 15, 2000 and May 1, 2000, respectively, therefore the
numbers presented include ticketing revenue and expense from the date
of acquisition.
o DATA BUSINESS - Includes our CinemaSource, EventSource, AdSource and
Baseline/FilmTracker operations.
o INTERNET AD SALES AND OTHER - Includes advertising sold on the web
sites Hollywood.com and Broadway.com, the AlwaysI subscription
service which offers films to subscribers over the Internet and
barter revenues derived from the collection and compilation of movie
showtimes data and the hosting of web sites for movie theaters in
exchange for advertising services from the theaters.
o INTELLECTUAL PROPERTIES - Includes our book development and book
licensing operation through our 51% owned subsidiary Tekno Books and
our 50.5% interest in Fedora, publisher of Mystery Scene Magazine.
This segment does not include our 50% interest in NetCo Partners.
o E-COMMERCE - Hollywood Media exited the e-commerce business in
January 2001.
o RETAIL - This segment included Hollywood Media's brick and mortar
retail operations which were closed on December 31, 1999.
NET REVENUES
Total net revenues for fiscal 2002 were $58,237,271 compared to
$50,154,801 and $29,517,505 for fiscal 2001 and 2000, respectively. Revenues
increased $8,082,470 or 16% in fiscal 2002 from fiscal 2001 and increased
$20,637,296 or 70% in fiscal 2001 from fiscal 2000. Excluding barter revenue,
net revenues for fiscal 2002 were $57,225,665 compared to $46,987,856 in fiscal
2001 and $25,579,574 in fiscal 2000. Excluding barter, net revenue increased
$10,237,809, or 22% in fiscal 2002 from fiscal 2001, and increased $21,408,282
or 84% in fiscal 2001 from fiscal 2000. The increase in net revenues for fiscal
2002 as compared to fiscal 2001 is primarily the result of an increase in
Broadway ticketing revenue of $9,779,750, and increases in Data Business revenue
of $351,251 and Intellectual Property revenue of $572,867, offset in part by
decreases in revenues from the Internet Ad Sales and Other segment of
$2,605,899. Our Broadway ticketing businesses, TDI and BroadwayTheater.com
(which is now integrated into Broadway.com), were acquired on September 15, 2000
and May 1, 2000, respectively; therefore fiscal 2000 includes revenues from the
date of acquisition and does not represent a full 12 months of revenues. We
recorded $1,011,606, $3,166,945 and $3,937,931 in barter revenue in fiscal 2002,
2001 and 2000, respectively. Barter revenue as a percentage of total net revenue
was 2%, 6% and 13% in fiscal 2002, 2001 and 2000, respectively. In fiscal 2002,
net revenues were derived 79% from Broadway Ticketing, 11% from Data Business,
6% from Internet ad sales and other and 4% from intellectual properties.
Broadway Ticketing revenue for fiscal 2002 was $45,817,781 as compared
to $36,038,031 for fiscal 2001, an increase of $9,779,750 or 27%. Hollywood
Media acquired TDI and BroadwayTheater.com on September 15, 2000 and May 1,
2000, respectively, therefore fiscal 2000 includes net revenues from the dates
of acquisition. Ticketing revenue is generated from the sales of live theater
tickets for Broadway, off-Broadway and London's West End and Toronto both online
(Broadway.com) and offline, to domestic and international travel professionals,
traveling consumers and New York area theater patrons. Ticket revenue is
recognized on the date of performance of the show.
Data Business net revenue (which includes CinemaSource, EventSource,
AdSource and Baseline/FilmTracker) was $6,195,015 for fiscal 2002 compared to
26
$5,843,764 for fiscal 2001, and $5,442,309 for fiscal 2000. Net Data business
revenue increased $351,251 or 6% for fiscal 2002 from fiscal 2001 and increased
$401,455 or 7% for fiscal 2001 from fiscal 2000. This increase in fiscal 2002 is
primarily attributable to the growth in our AdSource division which launched in
January 2002, and Baseline/FilmTracker, where, as a result of the merger in
January 2002 between Baseline and FilmTracker, we have signed multi-year
licensing agreements with four major film studios, and annual licensing
agreements with production companies, agencies and management companies. Revenue
for CinemaSource and EventSource is generated by the licensing of movie, event
and theater showtimes and other information to other media outlets and Internet
companies including newspapers such as The New York Times and The Washington
Post, Internet companies including AOL's Digital City, Lycos and Yahoo!, and
wireless providers such as AT&T Wireless, Sprint PCS and Verizon. Revenue for
AdSource is generated by creating exhibitor paid directory ads for insertion in
newspapers around the country. Baseline is a film and television database,
licensing its data to businesses and professionals in the entertainment industry
and generates revenues from the syndication of its data as well as subscription
revenue. Hollywood Media acquired the Data business operations of CinemaSource
and Baseline on May 18, 1999 and August 31, 1999, respectively and merged
Baseline with FilmTracker on January 14, 2002.
Internet ad sales and other revenue was $3,828,338 for fiscal 2002 as
compared to $6,434,237 for fiscal 2001 and $8,777,397 for fiscal 2000. The
decrease in net Internet ad sales and other revenue in fiscal 2002 of $2,605,899
from fiscal 2001 is primarily attributable to a decrease of $2,155,339 in
non-cash barter revenue recorded in 2002 and a $966,666 decrease in advertising
sales as a result of the Exchange Agreement entered into with Viacom on August
28, 2002, which concluded CBS advertising. Offsetting these decreases in part,
was an increase in national advertising and other internet revenues of $516,106.
We saw this increase in national advertising and other Internet revenues in
fiscal 2002 due in part to an increasing trend in Internet traffic to our web
sites which grew during fiscal 2002 from approximately 2.1 million unique
monthly visitors at the end of 2001, to over 3.1 million unique monthly visitors
at the end of 2002, and for the full year, grew by approximately 147% from 16.1
million unique visitors in 2001 to 39.8 million in 2002, as measured by comScore
Media Metrix. Net Internet ad sales and other revenues decreased in fiscal 2001
by $2,343,160 from fiscal 2000, attributable to a decrease in non-cash barter
revenue of $770,986 and a $1,617,491 decrease in advertising sales recorded,
offset by an increase of $45,317 in other internet revenues. Internet ad sales
revenue is generated from the sale of advertisements and sponsorships on
Hollywood.com and Broadway.com. Included in Internet ad sales and other are
non-cash barter revenues of $1,011,606, $3,166,945 and $3,937,931 for fiscal
2002, 2001 and 2000, respectively. As a percentage of Internet ad sales and
other, barter revenues comprised 26%, 49% and 45% of Internet ad sales and other
for fiscal 2002, 2001, and 2000, respectively. Hollywood Media records two types
of barter revenue related to Internet advertising as more fully described below:
Barter transactions that generate non-cash advertising revenue
(included in Internet ad sales and other revenues), in which Hollywood Media
received advertising in exchange for content advertising on its web site were
$17,689, $185,195 and $956,181 for fiscal 2002, 2001 and 2000, respectively.
Barter advertising transactions accounted for less than 1% in 2002 and 2001, and
3% of Hollywood Media's total net revenue for fiscal 2000, respectively, and 1%,
3% and 11% of total Internet ad sales and other revenue for fiscal 2002, 2001
and 2000, respectively. As further described in Note 2 to the consolidated
financial statements, commencing on January 20, 2000 we adopted Emerging Issues
Task Force, EITF No. 99-17 "Accounting for Advertising Barter Transactions,"
consensus relating to barter revenue and records barter revenue only in
instances where the fair value of the advertising surrendered could be
determined based on our historical practice of receiving cash for similar
advertising. Management maximizes cash advertising revenue, although Hollywood
Media will continue to enter into barter relationships when deemed appropriate
as a cashless method for Hollywood Media to market its business.
Hollywood Media also recorded barter revenue and an equal amount of
expense earned under a contract with the National Association of Theater Owners
("NATO"), which Hollywood Media acquired through its acquisition of
hollywood.com, Inc. on May 20, 1999. This income is included in Internet ad
sales and other revenue. Through the NATO contract, which is no longer in
effect, Hollywood Media promoted its web site to movie audiences by airing movie
trailers about Hollywood.com before feature films that played in NATO-member
27
theaters. In exchange, Hollywood Media hosted web sites for member theaters and
collected and compiled movie showtimes for the exhibiting NATO members, as well
as providing promotional materials and movie information and editorial content.
Hollywood Media recorded $993,917, $2,981,750 and $2,981,750 in promotional
non-cash revenue and non-cash expense included in selling and marketing expense
under the NATO contract for fiscal 2002, 2001 and 2000, respectively. Barter
revenue from the NATO contract accounted for 2%, 6% and 10% of Hollywood Media's
total net revenue for 2002, 2001 and 2000, respectively and also accounted for
26%, 46% and 34% of total Internet ad sales and other revenue for 2002, 2001 and
2000, respectively.
Intellectual properties revenues were $2,396,137 for fiscal 2002,
compared to $1,823,270 for fiscal 2001 and $1,998,091 for fiscal 2000. Net
revenues generated from intellectual properties increased $572,867 or 31% in
fiscal 2002 from fiscal 2001 and decreased $174,821 or 9% in fiscal 2001 from
fiscal 2000. The increases and decreases in revenue are in part a reflection of
the timing of revenue recognition under the various book licensing and packaging
agreements. The intellectual properties division generates revenues from several
different activities including book development and licensing, and intellectual
property licensing. Revenues vary quarter to quarter depending on the timing of
delivery of manuscripts to the publishers. Revenues are recognized when the
earnings process is complete and ultimate collection of such revenues is no
longer subject to contingencies.
E-commerce net revenues were zero for fiscal 2002 compared to $15,499
for fiscal 2001 and $987,181 for fiscal 2000. The decrease in e-commerce
revenues of $15,499 or 100% in fiscal 2002 from fiscal 2001 is attributable to
the closure of our e-commerce operations in January 2001.
Net revenues generated from our retail operations were $34,519 for
fiscal 2000. We began the process of closing our brick and mortar retail
locations in 1998 and completed the closure of all retail operations in December
31, 1999.
COST OF REVENUE
Cost of revenue was $41,057,261 for fiscal 2002 compared to $32,320,649
for fiscal 2001 and $14,536,114 for fiscal 2000. As a percentage of net
revenues, cost of revenues was 70%, 64%, and 49% for fiscal 2002, 2001 and 2000,
respectively. The increase in cost of revenues in fiscal 2002 of $8,736,612 from
fiscal 2001 reflects the cost of ticketing corresponding to the growth in
ticketing revenue in fiscal 2002. The increase in cost of revenues in fiscal
2001 of $17,784,535 from fiscal 2000 is primarily from the addition of ticketing
cost to our cost of revenues following the acquisition of TDI on September 15,
2000 and BroadwayTheater.com on May 1, 2000, because ticket cost is included in
reported numbers from the dates of acquisition. The ticketing segment accounts
for 96% and 95% of the cost of revenues for fiscal 2002 and 2001, respectively.
Cost of revenue consists primarily of the cost of tickets and credit card fees
for the Broadway Ticketing segment; commissions due to advertising agencies,
advertising rep firms and other third parties for revenue generated from the
Data Business and Internet ad sales and other segments; fees and royalties paid
to authors and co-editors for the intellectual properties segment and cost of
merchandise including shipping costs for the e-commerce and retail segments.
GROSS MARGIN
Gross margin for fiscal 2002 was $17,180,010 compared to $17,834,152
for fiscal 2001 and $14,981,391 for fiscal 2000. As a percentage of sales the
gross margin percentage in fiscal 2002 was 30% as compared to 36% in fiscal 2001
and 51% in fiscal 2000. Excluding barter, gross margins were $16,168,404,
$14,667,207 and $11,043,460 for fiscal 2002, 2001 and 2000, respectively, and as
a percentage of revenue (excluding barter revenue) were 28%, 31% and 43% for
fiscal 2002, 2001 and 2000, respectively. The decreases in gross margin
percentages are attributable to the growth in our lower margin ticketing
businesses that were acquired during fiscal 2000. Our Broadway Ticketing
operation generates gross margin percentages of approximately 14% while our Data
Business and Internet ad sales operations (including barter) typically generate
28
gross margin percentages greater than 90%, and gross margins in the Intellectual
Properties business are typically greater than 60%. Ticketing revenue accounted
for 79% of our net revenue for fiscal 2002, and 72% of our net revenue for
fiscal 2001; therefore the increasing ratio of ticketing revenue in our mix of
revenue streams has reduced the overall gross margin percentage.
EQUITY IN EARNINGS OF INVESTMENTS
Equity in earnings of investments consists of the following:
December 31,
-----------------------------------------
2002 2001 2000
----------- ----------- -----------
NetCo Partners (a) $ 550,238 $ 2,162,630 $ 2,300,418
MovieTickets.com (b) -- (453,358) (394,286)
Beach Wrestling LLC (c) -- (238,880) --
----------- ----------- -----------
$ 550,238 $ 1,470,392 $ 1,906,132
=========== =========== ===========
(a) NetCo Partners
NetCo Partners owns Tom Clancy's NetForce and is primarily engaged in
the development and licensing of Tom Clancy's NetForce. NetCo Partners
recognizes revenues when the earnings process has been completed based on the
terms of the various agreements, generally upon the delivery of the manuscript
to the publisher and at the point where ultimate collection is substantially
assured. When advances are received prior to completion of the earnings process,
NetCo Partners defers recognition of revenue until the earnings process has been
completed. Hollywood Media owns 50% of NetCo Partners and accounts for its
investment under the equity method. Hollywood Media's 50% share of earnings of
NetCo Partners was $550,238 for fiscal 2002, a decrease of 75% or $1,612,392 as
compared to $2,162,630 for fiscal 2001. Our 50% share of earnings were
$2,300,418 for fiscal 2000. Revenues decreased for 2002 compared to 2001 as
there were no NetForce manuscripts delivered to the North American publisher in
fiscal 2002, with income in 2002 being generated substantially from royalties
for existing books and overseas publications. Revenues vary year to year
dependent on the timing of deliveries of manuscripts to the publisher although,
notwithstanding the timing of manuscript deliveries, typically one Netforce book
is published each year in North America. Costs related to the acquisition,
development and sales of the intellectual properties and their licensed products
are expensed in proportion to the revenues that have been recognized.
In April 1997, NetCo Partners entered into an agreement with The
Berkley Publishing Group ("Berkley"), a division of Penguin Putnam Inc., which
is part of the international media group Pearson plc, to publish a series of six
original NetForce novels. The contract, with total maximum advances of $22
million, called for initial publication of the first book to coincide with the
airing of the ABC mini-series (February 1999). All six books have been published
in North America beginning with the first publication in 1999 and ending in 2001
with the publication of the sixth novel. NetCo Partners receives advances under
this contract based on specific milestones throughout the publication process
for each of the six books. NetCo's obligations to the publisher are satisfied
upon delivery and acceptance of the completed manuscript. NetCo retains no
performance obligations after acceptance and is entitled to all advances
specified in the contract. This contract calls for royalties on paperback sales
to be earned by NetCo Partners at 15% of the publisher's suggested retail price.
Royalties are applied first to advances received by NetCo and then NetCo
receives 15% of additional sales. In December 2001, NetCo Partners entered into
another agreement with Berkley to publish in North America, four more novels
based on NetForce, which provide for advances to NetCo Partners of $2 million
per book for the first two books against a percentage of the cover price. The
advance amount for the second two books is to be negotiated at a later date,
which is in progress currently.
In April 1997, NetCo Partners also entered into an additional agreement
with Berkley to publish up to 18 young adult novels based on NetForce. The
contract calls for total maximum advances of $900,000 in addition to royalties
earned.
29
The Berkley contracts grant to Berkley only the North American
publishing rights to publish NetForce print books. NetCo Partners has also
licensed the publication rights to NetForce in various countries throughout the
world including the U.K. and in various foreign languages, as well as audio
books.
(b) MovieTickets.com, Inc.
Hollywood Media entered into a joint venture agreement on February 29,
2000 with the movie theater chains AMC Entertainment Inc. ("AMC") and National
Amusements, Inc. to form MovieTickets.com, Inc. ("MovieTickets.com"). Effective
August 2000, the joint venture entered into an agreement with Viacom Inc. to
acquire a five percent interest in the joint venture for $25 million of
advertising over five years. In addition to the Viacom advertising and
promotion, MovieTickets.com is promoted through on-screen advertising in most
participating exhibitors' movie screens. In March 2001, America Online Inc.
("AOL") purchased a 3% non-interest bearing convertible preferred equity
interest in MovieTickets.com for $8.5 million in cash. In connection with this
transaction, MovieTickets.com's ticket inventory is promoted throughout AOL's
interactive properties and ticket inventory of AOL's Moviefone is featured on
MovieTickets.com.
Hollywood Media owns 26.4% of the equity in MovieTickets.com, Inc.
joint venture at December 31, 2002. Excluding AOL's 3% convertible preferred
equity interest, Hollywood Media shares in 27.1% of the losses or income
generated by the joint venture. Hollywood Media records its investment under the
equity method of accounting, recognizing 27.10% of ownership of MovieTickets.com
income or loss as Equity in Earnings Of Investments. Since the investment has
been reduced to near zero, Hollywood Media is currently not providing for
additional losses, if any, generated by MovieTickets.com as Hollywood Media had
not guaranteed to fund future losses, if any, generated by MovieTickets.com.
Hollywood Media recorded $0 and a loss of $453,358, and $394,286 in its
investment in MovieTickets.com for fiscal 2002, 2001 and 2000, respectively.
During fiscal 2000, Hollywood Media contributed $500,000 in cash to
MovieTickets.com and issued warrants to AMC to acquire 90,573 shares of
Hollywood Media common stock at an exercise price of $17.875 per share valued at
$1,000,000. The fair market value of the warrant was recorded as additional
investment. During 2001, we loaned MovieTickets.com $100,000. All loans made to
MovieTickets.com were repaid in cash with interest in March 2001.
MovieTickets.com is a leading destination for the purchase of movie
tickets through the Internet. Hollywood Media launched the MovieTickets.com web
site in May 2000 with several major theater exhibitors. The MovieTickets.com web
site allows users to purchase movie tickets and retrieve them at "will call"
windows or kiosks at theaters. The web site also features bar coded tickets that
can be printed at home and presented directly to the ticket taker at the
participating theaters. The web site contains movie content from Hollywood.com
for all current and future release movies, movie reviews and synopses, digitized
movie trailers and photos, and box office results. The web site generates
revenues from service fees charged to users for the purchase of tickets and the
sale of advertising which includes ads on the "print-at-home" ticket. Service
fees on ticket sales were introduced in November 2000. MovieTickets.com's
current participating exhibitors include AMC Entertainment Inc., National
Amusements, Inc., Famous Players, Inc., Hoyts Cinemas, Marcus Theaters, and
other regional exhibitors. These exhibitors operate theaters located in all of
the top twenty markets and approximately 70% of the top 50 markets in the United
States and Canada and represent approximately 50% of the top 100 grossing
theaters in North America.
(c) Beach Wrestling LLC
On November 10, 2000, an indirect wholly owned subsidiary of Hollywood
Media entered into an agreement with Cisneros Television Group ("CTG") and
Siegel Partners to form Beach Wrestling LLC, each having one-third ownership
interest. Beach Wrestling LLC was formed to develop, market and distribute
wrestling events via television and the Internet under the "Beach Wrestling"
brand. This investment was recorded under the equity method of accounting. An
indirect wholly owned subsidiary of Hollywood Media had loaned a total of
30
$238,880 to Beach Wrestling LLC. This loan was written-off in December 2001. No
further obligations remain by Hollywood Media Corp. to this joint venture.
OPERATING EXPENSES
GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
of occupancy costs, production costs, human resources and administrative
functions as well as professional and consulting service fees,
telecommunications costs, provision for doubtful accounts receivable and general
insurance costs. General and administrative expenses for fiscal 2002 were
$7,641,577 as compared to $7,241,687 and $10,948,417 for fiscal 2001 and 2000,
respectively. General and administrative expenses increased $399,890 or 6% in
fiscal 2002 as compared to fiscal 2001 primarily due to the recording of a
provision for contingent liabilities of $500,000 relating to certain
cost-cutting measures, which offset continued cost savings resulting from the
consolidation measures implemented company-wide, including the closure of a
California office in January 2001, the closure of our e-commerce division in
January 2001 and the closure of our international sales division in October
2001. General and administrative expenses decreased by $3,706,730 or 34% in
fiscal 2001 compared to fiscal 2000 due to the cost saving and consolidation
measures taken in 2001, offset by an increase in general and administrative
expenses of $679,651 in our Broadway Ticketing business as a result of the
acquisitions made in fiscal 2000 which did not include a full twelve months of
expenses.
SELLING AND MARKETING. Selling and marketing expenses includes
advertising, marketing, promotional, business development and public relations
expenses and costs to produce movie trailers. Also included is the non-cash
expense related to barter advertising. Selling and marketing expense for fiscal
2002 was $2,027,161 as compared to $4,348,183 and $9,593,871 for fiscal years
2001 and 2000, respectively. Non-cash barter expense included in selling and
marketing was $1,011,606, $3,166,945 and $3,937,931 for fiscal years 2002, 2001
and 2000, respectively. Selling and marketing decreased $2,321,022 or 53% in
fiscal 2002 compared to 2001 primarily due to reduction of non-cash barter
advertising $2,155,339 and reductions in marketing costs of $165,683. Selling
and marketing decreased $5,245,688 or 55% in fiscal 2001 as compared to fiscal
2000 primarily due to reductions of on-line advertising and media production of
$4,474,702 and reductions in non-cash barter advertising of $770,986. In
addition, in 2000, Hollywood Media incurred up-front production costs associated
with advertising on CBS's media properties. Non-cash barter transactions
accounted for approximately 50%, 73% and 41% of selling and marketing expense
for fiscal 2002, 2001 and 2000, respectively. As a percentage of net revenue,
selling and marketing expenses decreased to 3% for fiscal 2002 from 9% for
fiscal 2001 and 33% from for 2000.
SALARIES AND BENEFITS. Salaries and benefits for fiscal 2002 were
$15,180,936 as compared to $12,534,524 and $11,810,803 for fiscal 2001 and 2000,
respectively. Salaries and benefits increased $2,646,412 or 21% in fiscal 2002
compared to fiscal 2001, due primarily to the amortization of non-cash deferred
compensation item of $2,174,368, which item was fully amortized as of December
31, 2002. Salaries and benefits increased $723,721 or 6% in fiscal 2001 as
compared to fiscal 2000 primarily due to fiscal 2001 containing a full 12 months
of salaries and related benefits, or $1,824,743, associated with our Broadway
Ticketing businesses that were acquired in fiscal 2000, offset in part by a
reduction in annual salaries from the consolidation of our technology and
production departments from our California location into our South Florida
location, the closure of our e-commerce division, and the closure of our
international ad sales division. As a percentage of net revenue, salaries and
benefits increased to 26% for fiscal 2002 from 25% for fiscal 2001 and 40% for
fiscal 2000. Excluding the amortization of non-cash deferred compensation of
$2,174,368, salaries and benefits for fiscal 2002 were $13,006,568, an increase
of $472,044 or 4%, and represented 22% of net revenues.
AMORTIZATION OF CBS ADVERTISING AND IMPAIRMENT LOSS RELATING TO CBS
ADVERTISING. Amortization of CBS advertising relating to our agreements with
Viacom was $11,251,566 for fiscal 2002 compared to $27,822,802 and $24,244,647
for fiscal 2001 and 2000, respectively. Under our agreements with Viacom,
Hollywood Media issued shares of common stock and warrants in exchange for cash
and CBS's advertising and promotional efforts over seven years across its full
range of media properties. The fair value of the common stock and warrants
31
issued to Viacom was recorded in the balance sheet as deferred advertising and
amortized as the advertising is used each related contract year.
On August 28, 2002, an Exchange Agreement ("Exchange Agreement") was
entered into among Hollywood Media, its wholly owned subsidiaries,
hollywood.com, Inc. and Broadway.com, Inc., and Viacom Inc. Pursuant to the
Exchange Agreement, Viacom reconveyed to Hollywood Media an aggregate of
8,614,687 shares of Hollywood Media's common stock, $.01 par value per share,
and warrants held by Viacom to purchase 262,973 shares of Hollywood Media's
common stock were cancelled. The common stock and warrants had a fair value of
$10,656,657 at the time of the Exchange Agreement. Viacom also paid Hollywood
Media $2.0 million in cash and Hollywood Media retained $5.0 million in non-cash
advertising and promotion across CBS properties for use through December 31,
2003. Each of the Advertising and Promotion Agreement and Content License
Agreement, dated as of January 3, 2000, between hollywood.com, Inc. and Viacom,
including hollywood.com, Inc.'s right to air additional advertising and
promotion on CBS properties, was terminated. The remaining recorded value of the
terminated advertising and promotion under the Advertising and Promotion
Agreement and Content License Agreement at the time of the Exchange Agreement
was $70,998,003 (representing approximately $49 million in stated actual
advertising). Hollywood Media recorded a non-cash impairment loss of $58,341,346
in August 2002, the difference between the advertising cancelled and the fair
value of the common stock and warrants returned by Viacom, plus the $2.0 million
in cash paid by Viacom. In addition, during 2001 Viacom had prepaid to Hollywood
Media, in cash, for advertising to be delivered in 2002 and 2003. At August 28,
2002, the value of the deferred advertising revenue remaining on Hollywood
Media's balance sheet was $1,066,666. This balance reduced the impairment loss
recorded. The aggregate impairment loss recorded in August 2002 was $57,274,680.
TRADE CREDITS. During Q3-02 we wrote off $655,000 of prepaid barter
trade credits that we received in October 2000 when we closed the e-commerce
division. The barter trade credits were initially received in exchange for
merchandise inventory that we sold on one of our websites.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
consists of depreciation of property and equipment, furniture and fixtures, web
development, leasehold improvements, capital leases and amortization of goodwill
and intangibles. Depreciation and amortization expense was $3,074,614 for fiscal
2002 as compared to $8,886,350 and $11,098,537 for fiscal 2001 and 2000,
respectively. Depreciation and amortization decreased $5,811,736 or 65% in
fiscal 2002 compared to fiscal 2001 primarily attributable to the cessation of
amortization of goodwill on January 1, 2002 in accordance with SFAS No. 142. For
fiscal 2001 depreciation and amortization decreased $2,212,187 or 20% primarily
due to the completion of amortization of an asset in fiscal 2000 of $3,233,762
offset by an increase in amortization of goodwill associated with our ticketing
businesses acquired in 2002 and depreciation of fixed assets.
EXIT AND RETAIL CLOSURE COSTS. Provision (accrual reversal) for exit,
retail closure and lease termination costs were $(14,644) for fiscal 2002 as
compared to $(247,657) and $233,763 for fiscal 2001 and 2000, respectively. In
1998, management approved a plan to close 29 unprofitable or marginally
profitable retail locations. In 1999, management decided to exit the brick and
mortar retail business altogether, and in December 1999 closed its six remaining
in-line studio stores and all the remaining kiosks. As a result, we recorded an
additional provision for closed stores of $4,551,094 comprised of the following:
a $2,118,228 non-cash asset impairment charge to write-off the remaining assets
of our brick and mortar retail business (such assets consisted primarily of the
remaining carrying value of kiosks, leasehold improvements, computer systems and
other furniture and equipment); $782,866 comprised of management's best estimate
of future contractual lease payments for exited leases less, to the extent
deemed probable, any reductions from early termination settlements reached with
the lessors plus the estimated cost of negotiating such settlements; and
$1,650,000 for a settlement reached with a franchisee.
In 2000, we recorded additional charges of $233,763 associated with
exiting our brick and mortar retail business. These charges included
approximately $53,034 in an upward revision to the estimated cost of lease
32
obligations, $50,000 in additional estimated costs for settling the remaining
lease obligations, and $130,729 of additional asset write-offs related to our
retail business.
In 2001, we revised our estimate on lease exit cost as the result of
favorable settlements related to outstanding lease obligations. As a result, we
reversed $247,657 of previously recorded lease exit costs.
Liabilities recorded for the estimated cost of exit and retail closure
costs were $27,500, $42,144 and $798,362 at December 31, 2002, 2001 and 2000,
respectively.
See Note 10 to the consolidated financial statements for additional
information regarding the costs of exiting our brick and mortar retail business.
INTEREST EXPENSE
Interest expense was $1,294,643 for fiscal 2002, as compared to
$260,220 and $430,377 for fiscal 2001 and 2000, respectively. The increase of
$1,034,423 in fiscal 2002 over fiscal 2001 was primarily attributable to
interest charges and amortization of the beneficial conversion feature related
to the convertible debentures of $712,282, charges of $246,030 related to the
extension to a promissory note guaranteed by Hollywood Media and a $50,000 fee
to extend the term of notes payable. The decreases in 2001 in interest expense
was primarily attributable to a decrease in our outstanding obligations under
capital leases.
INTEREST INCOME
Interest income was $21,764 for fiscal 2002, as compared to $115,931
and $90,855 for fiscal 2001 and 2000, respectively.
NET LOSS AND LOSS PER SHARE
Hollywood Media's net loss for fiscal 2002 was $81,550,116 as compared
to a net loss of $41,829,905 and $51,847,500 for fiscal 2001 and 2000,
respectively. The net loss increased in fiscal 2002 by $39,720,211 primarily
attributable to the $57,274,680 impairment loss booked pursuant to the
termination of advertising and promotion under the Exchange Agreement with
Viacom Inc. The net loss decreased in fiscal 2001 by $10,017,595 over fiscal
2000, primarily because of an increase in gross margin and reductions in general
and administrative and selling and marketing expenses and depreciation and
amortization offset by an increase in amortization of CBS advertising. Net loss
per share for fiscal 2002 was $3.18 as compared to a net loss per share of $1.61
for fiscal 2001. The net loss per share for 2000 was $2.23.
We have taken several steps to substantially reduce our cash losses by
consolidating resources, the closure of unprofitable divisions, and increased
controls on expenses. The benefits of such measures can be seen in our results
for 2002 and 2001 and we expect to see these savings continue into 2003. In mid
2000, we began a two-step approach to consolidate the Hollywood.com web site
technology and production into our corporate office in South Florida which was
completed in January 2001. We eliminated duplication of resources, which
together with tightened control over expenses, resulted in a total annual
savings of approximately $8.2 million. During the fourth quarter of 2000,
Hollywood Media, as part of its operational evaluation process, determined that
profitability in the e-commerce business could not be reached due to tight
margins and high fulfillment costs. This business, which incurred losses of
approximately $2.5 million in 2000, was closed in January 2001. A similar
evaluation of our international web site, Hollywood.com International resulted
in closure of this business in October 2001, resulting in savings of over
$200,000 on an annualized basis. During 2002, we continued with our efforts to
reduce costs by further consolidation of activities and services, such as
co-locations of web servers, consolidating connectivity, T-1 lines and employee
resources.
33
We continue to focus our resources on the expansion of our Data
Business , Broadway Ticketing and Intellectual Properties units. Broadway
Ticketing has become the most significant revenue source for Hollywood Media,
most notably through the acquisition of Theater Direct International in
September 2000, the launch of Broadway.com in May 2000 and 1-800-BROADWAY in
November 2001. In January 2002, we merged Baseline with FilmTracker providing a
combined service incorporating Baseline's rich data with FilmTracker's content
management system. Expansion of our Data Business is equally as important since
we have stabilized the costs to run these operations and we believe the high
gross margins generated from these business units will improve overall cash
flow.
While Hollywood Media believes that the acquisitions made during 1999
through 2002 together with the cost control measures, consolidation of resources
and closure of unprofitable businesses described above will lead Hollywood Media
to a positive net operating cash flow in the future, there can be no assurances
that the revenues generated will be sufficient to generate material cash flow or
net income.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, Hollywood Media had cash and cash equivalents of
$2,342,238 compared to cash and cash equivalents of $1,980,966 at December 31,
2001. Working capital deficit, (defined as current assets less current
liabilities), at December 31, 2002 was $(676,219), as compared to working
capital of $10,307,769 at December 31, 2001. As a result of the Company's
continued efforts to control costs, the Company's net cash used in operating
activities has been reduced from $13,017,504 to $5,414,855 to $3,958,217 in
2000, 2001 and 2002 respectively. Net cash used in investing activities in 2002
was $1,437,803, primarily representing capital expenditures. Net cash provided
by financing activities amounted to $5,757,292 during 2002, primarily
representing proceeds from issuance of convertible debentures in May of 2002.
The combined effect of the above was a net increase in cash and cash equivalents
of $361,272 during 2002. In fiscal 2001 net cash used in operating activities
was $5,414,855, net cash used in investing activities was $696,808 and net cash
provided by financing activities was $6,181,405.
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures due May 22, 2005 (the
"Debentures") to a group of four institutional investors, including existing
shareholders of Hollywood Media. Mitchell Rubenstein, the Chairman of the Board
and Chief Executive Officer, and Laurie S. Silvers, the Vice Chairman and
President, of Hollywood Media participated in the financing with a $500,000 cash
investment upon the same terms as the other investors. The Debentures are
convertible at the option of the investors at any time through May 22, 2005 into
shares of Hollywood Media common stock, par value $0.01 per share, at a
conversion price of $3.46 per share. In addition, Hollywood Media can elect at
its option to convert up to 50% of the convertible debentures if the Debentures
are still outstanding at maturity, subject to certain conditions. Prior to
conversion, the Debentures bear interest at 6% per annum, payable quarterly in
common stock or cash at the option of Hollywood Media. The investors also
received fully vested detachable warrants to acquire at any time through May 22,
2007 an aggregate of 576,590 shares of common stock at exercise prices ranging
from $3.78 to $3.91 per share. If on May 22, 2003, an investor holds at least
seventy-five percent of such investor's shares of common stock issued or
issuable to such investor under the Debentures, then the exercise price of the
warrants held by such investor will decrease to $3.46 per share which equals the
conversion price of the Debenture. The Debentures and Warrants contain customary
anti-dilution provisions as more fully described in the agreements. In addition,
the investors will have the right to purchase an aggregate of $1 million in
principal amount of additional Debentures on the same terms at any time through
May 22, 2003. A total of $292,139 in fees were incurred for the convertible
debentures, including $161,695 in fees paid to a placement agent (including
$130,000 in cash and a warrant valued at $31,695, with substantially the same
terms as the warrants issued to the debenture holders).
Pursuant to Hollywood Media's stock repurchase plan, during the year
ended December 31, 2002, Hollywood Media repurchased 111,600 shares of common
stock. The repurchase plan is no longer in effect. Cumulatively,
34
Hollywood Media has repurchased 638,600 shares of common stock for an aggregate
consideration of $4,216,915 at an average purchase price of $6.60 per share.
During 2002, Hollywood Media issued 34,644 shares of common stock upon
the exercise of outstanding stock options and warrants for which Hollywood Media
did not receive cash exercise proceeds. Additionally, in accordance with EITF
Issue No. 00-23 "Issues Related to the Accounting for Stock Compensation Under
Opinion No. 25 and FASB Interpretation No. 44", Hollywood Media recorded $97,633
of compensation expense.
During 2001 Hollywood Media entered into an agreement with a third
party whereby we monetized a certain portion of our accounts receivable. We are
initially advanced 85% of the invoice amount with the remaining 15%, less fees,
transferred to us upon payment by the customer to the third party. At December
31, 2002, we recorded a liability of $337,478 for advances that had been paid to
Hollywood Media but remain payable by our customers to the third party.
The success of Hollywood Media's operations in future years is
dependent on its ability to generate adequate revenue and cash flow to offset
operating expenses. Unless otherwise noted, the proceeds from the financing
transactions in 2002, 2001 and 2000, were used to complete the acquisitions made
in 2000, 2001 and 2002 and for working capital.
In the event that Hollywood Media requires additional funding and
cannot secure additional funding, Hollywood Media's Chairman of the Board and
Chief Executive Officer and Hollywood Media's Vice Chairman and President, have
indicated their intention to provide Hollywood Media, if required, with an
amount not to exceed $5 million through May 21, 2003, and from that date through
January 1, 2004 such commitment is reduced to an amount not to exceed $3.5
million, in order to enable Hollywood Media to meet its working capital
requirements; provided, however, that the commitment will be reduced dollar for
dollar to the extent that Hollywood Media raises financing from other sources
and such additional financing is not used to finance acquisitions. This
commitment will terminate on January 1, 2004.
CRITICAL ACCOUNTING POLICIES
In response to the Security and Exchange Commission (SEC) Release
Number 33-8040 "Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" and SEC Release Number 33-8056, "Commission Statement about
Management's Discussion and Analysis of Financial Condition and Results of
Operations," we have identified the following critical accounting policies that
affect the more significant judgments and estimates used in the preparation of
the consolidated financial statements. The preparation of the consolidated
financial statements in conformity with accounting principles generally accepted
in the United States requires that we make estimates and judgments that affect
the reported amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities. On an ongoing basis,
we will evaluate our estimates, including those related to asset impairment,
accruals for compensation and related benefits, revenue recognition, allowance
for doubtful accounts, and contingencies and litigation. These estimates are
based on the information that is currently available to us and on various other
assumptions that we believe to be reasonable under the circumstances. Actual
results could vary from those estimates under different assumptions or
conditions. For a summary of all our significant accounting policies, including
the critical accounting policies discussed below, see Note 1 to the accompanying
consolidated financial statements.
Ticketing Revenue Recognition
Ticket revenue is derived from the sale of live theater tickets for
Broadway, off-Broadway and London shows to individuals, groups, travel agencies,
tour groups and educational facilities. Revenue recognition is deferred on
ticket sales until performance has taken place. Ticket revenue and cost of
revenue are recorded on a gross basis.
35
Hollywood Media changed its method of revenue recognition effective
January 1, 2001, from recognition of revenue from ticket sales when collection
was assured and delivery to the customer had taken place to the date of
performance for all ticket sales. The impact of this change on the financial
statements for the period prior to January 1, 2000 was not material. The impact
on reported results of operations for 2000 would have been a reduction of
recognized net revenues of approximately $350,000 or 1.2% and an increase in
reported net loss of $46,000 or .09%.
In August 2002, the FASB Emerging Issue Task Force issued EITF Issue
No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a
Vendor" (EITF 02-16), which addresses the accounting by a vendor for
consideration given to a customer, including both a reseller of the vendor's
products and a entity that purchases the vendor's products from a reseller.
Hollywood Media adopted early EITF Issue No. 02-16 on December 31, 2002 for its
ticketing business. The impact on reported results of operations on 2002 was a
reduction in net revenues and a corresponding decrease in cost of sales by
$1,101,683 resulting in no change in financial position.
Advertising Costs
Hollywood Media expenses the cost of advertising as incurred or when
such advertising initially takes place. As further described in Note 11, in the
first quarter of 2000, Hollywood Media issued common stock and warrants to CBS
with a fair value of approximately $137 million in exchange for approximately
$105 million of advertising on CBS properties to be received over a period of
seven years. Hollywood Media was entitled to utilize a specified portion of this
advertising each contract year. The deferred advertising is carried on Hollywood
Media's balance sheet as a deferred asset and is being amortized over the
contract period as the advertising is utilized. Advertising expense recorded
related to CBS advertising for 2002, 2001 and 2000 was $11,251,566, $27,822,802
and $24,244,647, respectively, and is separately reported in the accompanying
consolidated statements of operations under the caption "Amortization of CBS
advertising."
On August 28, 2002, Hollywood Media entered into an Exchange Agreement
with Viacom which terminated various agreements with CBS. Refer to "Amortization
of CBS Advertising and Impairment Loss Relating to CBS Advertising" above.
Barter Transactions
Hollywood Media recorded barter revenue and expense under its contract
with NATO described under "Net Revenue" above. In connection with the NATO
contract, Hollywood Media also acquired rights and obligations under ancillary
agreements with individual theaters that participate in the NATO organization.
Pursuant to these agreements, Hollywood Media collected and compiled movie
showtimes data for NATO member theaters and hosted web sites for certain
theaters so as to display the movie showtimes and other information about the
theater. In addition, Hollywood Media provided ongoing web site maintenance
services for certain theaters including providing promotional materials, movie
and theater information, advertising and editorial content. In exchange, the
theaters were to promote the Hollywood.com web site to movie audiences by airing
movie trailers about Hollywood.com. Hollywood Media recorded revenue and expense
from these activities measured at the fair value of the services exchanged in
accordance with Accounting Principles Board Opinion ("APB") No. 29, "Accounting
for Nonmonetary Transactions." In 2002, 2001 and 2000 we recorded $993,917,
$2,981,750 and $2,981,750, respectively, in revenue and expense under the NATO
contract. Additionally in 2002, 2001 and 2000 we recorded $17,689, $185,195, and
$956,181, respectively in other non-cash Internet barter transactions. The NATO
contract is no longer in effect.
36
Stock Based Compensation
As permitted under Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transaction and Disclosure - an
amendment of FAS 123" ("SFAS No. 148"), which amended Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation ("SFAS
No. 123"), we have chosen to account for our Stock Plan under the intrinsic
value method as allowed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations. Under APB No. 25, because the exercise price of our employee
stock options equals the market price of the underlying stock on the date of
grant, no compensation expense is recorded (except as discussed in Note 17).
FSAS No. 148 requires disclosure of the estimated fair value of our employee
stock options granted and pro forma financial information assuming compensation
expense was recorded using these fair values.
Impairment of Long-Lived Assets
Effective December 31, 2001, Hollywood Media adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144"). SFAS No. 144 superseded
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS No. 121") and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," ("APB No. 30") for
the disposal of a segment of a business. Consistent with SFAS No. 121, SFAS No.
144 requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.
We evaluate the recoverability of long-lived assets not held for sale
by comparing the carrying amount of the assets to the estimated undiscounted
future cash flows associated with them. At the time such evaluations indicate
that the future undiscounted cash flows of certain long-lived assets are not
sufficient to recover the carrying values of such assets, the assets are
adjusted to their fair values. We determined fair value as the net present value
of future cash flows. Based on these evaluations, there were no adjustments to
the carrying value of long lived assets in 2002, 2001, or 2000 other than the
asset write downs discussed in Note 10 and Note 12.
In June 2001, the Financial Accounting Standards Board issued SFAS No.
142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and
intangible assets acquired after June 30, 2001 were no longer subject to
amortization. Goodwill and intangibles with indefinite lives acquired prior to
June 30, 2001 ceased to be amortized beginning January 1, 2002. In addition,
SFAS 142 changed the way we evaluated goodwill and intangibles for impairment.
Beginning January 1, 2002, goodwill and certain intangibles are no longer
amortized; however, they are subject to evaluation for impairment at least
annually using a fair value based test. The fair value based test is a two-step
test. The first step involved comparing the fair value of each of our reporting
units to the carrying value of those reporting units. If the carrying value of a
reporting unit exceeds the fair value of the reporting unit, we are required to
proceed to the second step. In the second step, the fair value of the reporting
unit would be allocated to the assets (including unrecognized intangibles) and
liabilities of the reporting unit, with any residual representing the implied
fair value of goodwill. An impairment loss would be recognized if and to the
extent that the carrying value of goodwill exceeded the implied value.
We completed step one of the test for each of our reporting units using
an outside appraisal firm. For all of our reporting units, no impairment existed
as the fair value of those reporting units were determined to be in excess of
their carrying values as of January 1, 2002. We performed an additional
impairment test on Hollywood.com as of December 31, 2002 using an outside
appraisal firm which we found no impairment to exist. Effective January 1, 2002,
37
we ceased to amortize approximately $40.7 million of goodwill. We believe the
provisions of SFAS 142 did not materially impact the results of operations.
INFLATION AND SEASONALITY
Although Hollywood Media cannot accurately determine the precise
effects of inflation, it does not believe inflation has a material effect on
sales or results of operations. Hollywood Media considers its business to be
somewhat seasonal and expects net revenues to be generally higher during the
second and fourth quarters of each fiscal year for its Tekno Books book
licensing business as a result of the general publishing industry practice of
paying royalties semi-annually. The ticketing business is also effected by
seasonal variations with net revenues generally higher in the second quarter as
a result of increased sales volumes due to the Tony Awards(C) and in the fourth
quarter due to increased levels during the holiday period. In addition, although
not seasonal, Hollywood Media's intellectual properties division and NetCo
Partners both experience fluctuations in their respective revenue streams,
earnings and cash flow as a result of the amount of time that is expended in the
creation and development of the intellectual properties and their respective
licensing agreements. The recognition of licensing revenue is typically
triggered by specific contractual events which occur at different points in time
rather than on a regular periodic basis.
AUDIT FEES AND OTHER
The following are fees to Ernst & Young LLP in 2002.
The aggregate fees billed to Hollywood Media for professional services
rendered for the audit of our annual financial statements for the year ended
December 31, 2002 and for the reviews of the financial statements included in
our Quarterly Reports on Form 10-Q for the year ended December 31, 2002 were
$233,103.
RELATED PARTY TRANSACTIONS
Hollywood Media has been a party to various transactions with certain
officers, directors and affiliates. See the descriptions of such transactions in
"Item 13, Certain Relationships and Related Transactions."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
Market risk is the risk of loss arising from adverse changes in our
assets or liabilities that might occur due to changes in market rates and
prices, such as interest or foreign currency exchange rates, as well as other
relevant market rate or price changes.
Interest rates charged on Hollywood Media's debt instruments are
primarily fixed in nature. We therefore do not believe that the risk of loss
relating to the effect of changes in market interest rates is material.
We purchase and sell live theater tickets to shows in London's West
End. We minimize our exposure to adverse changes in currency exchange rates by
taking steps to reduce the time lag between the purchase and payment of tickets
for the London shows and the collection of related sales proceeds. We further
reduce our exposure by setting favorable currency conversion rates in our
foreign ticket pricing. We do not believe the risk of loss relating to adverse
changes in currency exchange rates to be material.
38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Ernst & Young LLP, Independent Certified Public Accountants..... 40
Report of Arthur Andersen LLP, Independent Certified Public Accountants .. 41
Consolidated Balance Sheets
as of December 31, 2002 and December 31, 2001 .......................... 42
Consolidated Statements of Operations
for the Years Ended December 31, 2002, 2001 and 2000 ................... 43
Consolidated Statements of Shareholders' Equity
for the Years Ended December 31, 2002, 2001 and 2000 ................... 44
Consolidated Statements of Cash Flows
for the Years Ended December 31, 2002, 2001 and 2000 ................... 45
Notes to Consolidated Financial Statements ............................... 46
39
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of Hollywood Media Corp.:
We have audited the accompanying consolidated balance sheet of
Hollywood Media Corp. and subsidiaries as of December 31, 2002, and the related
consolidated statement of operations, shareholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Hollywood
Media Corp. as of December 31, 2001 and for the two years in the period then
ended, were audited by other auditors who have ceased operations and whose
report dated March 13, 2002, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the 2002 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hollywood Media Corp. and subsidiaries at December 31, 2002, and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.
As discussed in Note 7, to the consolidated financial statements, the
Company changed its method of accounting for goodwill and other intangible
assets to conform to Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets."
As discussed above, the financial statements of Hollywood Media Corp.
as of December 31, 2001 and for the two years then ended, were audited by other
auditors who have ceased operations. As described in Note 7, these financial
statements have been revised to include the transitional disclosures required by
Statement of Financial Accounting Standards (Statement) No. 142, Goodwill and
Other Intangible Assets, which was adopted by the Company as of January 1, 2002.
Our audit procedures with respect to the disclosures in Note 7 with respect to
2001 and 2000 include (a) agreeing the previously reported net loss to the
previously issued financial statements and the adjustments to reported net
loss representing amortization expense recognized in those periods related to
goodwill that is no longer being amortized, and (b) testing the mathematical
accuracy of the reconciliation of reported net loss to adjusted net loss,
and the related loss-per-share amounts. As described in Note 13, these
financial statements have also been revised to include the disclosures required
by Statement of Financial Accounting Standards (Statement) No. 148, Accounting
for Stock-Based Compensation--Transition and Disclosure, an amendment of FASB
Statement No. 123. Our audit procedures with respect to the disclosures in Note
13 with respect to 2001 and 2000 included (a) agreeing the stock-based employee
compensation expense under the fair value method to the Company's underlying
records obtained from management, and (b) testing the mathematical accuracy of
the reconciliation of reported net loss to adjusted net loss. In our opinion,
the disclosures for 2001 and 2000 in Note 7 and Note 13 described above are
appropriate. However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 financial statements of the Company other than
with respect to such disclosures and, accordingly, we do not express an opinion
or any other form of assurance on the 2001 and 2000 financial statements taken
as a whole.
/s/ ERNST & YOUNG LLP
Miami, Florida,
March 13, 2003, except for the seventh paragraph of Note 16
as to which the date is March 25, 2003
40
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Hollywood Media Corp.:
We have audited the accompanying consolidated balance sheets of Hollywood Media
Corp. (formerly Hollywood.com, Inc.) (a Florida corporation) and subsidiaries as
of December 31, 2001 and 2000, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hollywood Media Corp. and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.
As explained in Note 2 to the Financial Statements, effective January 20, 2000,
Hollywood Media adopted the consensus of Emerging Issues Task Force Issue No.
99-17, "Accounting for Advertising Barter Transactions" for advertising barter
transactions entered into after January 20, 2000.
ARTHUR ANDERSEN LLP
Miami, Florida,
March 13, 2002.
THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
LLP IN CONNECTION WITH HOLLYWOOD MEDIA CORP.'S FILING ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH THIS FILING ON FORM 10-K. SEE EXHIBIT 23.2 FOR
FURTHER DISCUSSION.
41
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2002 2001
------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,342,238 $ 1,980,966
Receivables, net 1,845,063 1,507,199
Inventories, net 7,144,311 7,086,444
Prepaid expenses 1,026,454 746,482
Other receivables 510,532 600,537
Other current assets 247,532 --
Deferred advertising - CBS 924,780 13,054,321
------------- -------------
Total current assets 14,040,910 24,975,949
PROPERTY AND EQUIPMENT, net 3,563,569 2,792,512
INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES 610,172 1,522,519
NONCURRENT DEFERRED ADVERTISING - CBS -- 70,120,029
IDENTIFIABLE INTANGIBLE ASSETS, net 2,342,807 2,344,089
GOODWILL, net 40,773,968 40,655,452
OTHER ASSETS 737,231 959,669
------------- -------------
TOTAL ASSETS $ 62,068,657 $ 143,370,219
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,354,663 $ 1,668,494
Accrued expenses and other 3,854,881 2,529,281
Notes payable 250,000 350,000
Loan from shareholder/officer -- 450,000
Accrued exit and retail closure costs 27,500 42,144
Deferred revenue 8,890,002 8,968,641
Current portion of capital lease obligations 340,083 659,620
------------- -------------
Total current liabilities 14,717,129 14,668,180
CAPITAL LEASE OBLIGATIONS, less current portion 238,546 458,390
DEFERRED REVENUE 214,626 1,072,153
OTHER DEFERRED LIABILITY 2,381,863 --
CONVERTIBLE DEBENTURES, NET 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; 20,253,863
and 27,971,409 shares issued and outstanding at December 31, 2002 and
December 31, 2001, respectively 202,539 279,714
Additional paid-in capital 277,261,293 283,687,361
Deferred compensation -- (2,174,368)
Accumulated deficit (236,171,327) (154,621,211)
------------- -------------
Total shareholders' equity 41,292,505 127,171,496
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,068,657 $ 143,370,219
============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
42
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
NET REVENUES
Ticketing $ 45,817,781 $ 36,038,031 $ 12,278,008
Other 12,419,490 14,116,770 17,239,497
------------ ------------ ------------
58,237,271 50,154,801 29,517,505
------------ ------------ ------------
COST OF REVENUES
Ticketing 39,485,987 30,686,557 10,936,025
Other 1,571,274 1,634,092 3,600,089
------------ ------------ ------------
41,057,261 32,320,649 14,536,114
------------ ------------ ------------
Gross margin 17,180,010 17,834,152 14,981,391
------------ ------------ ------------
OPERATING EXPENSES:
General and administrative 7,641,577 7,241,687 10,948,417
Selling and marketing 2,027,161 4,348,183 9,593,871
Salaries and benefits 15,180,936 12,534,524 11,810,803
Amortization of CBS advertising 11,251,566 27,822,802 24,244,647
Impairment loss - CBS advertising 57,274,680 -- --
Write-off of prepaid trade credits 655,500 -- --
Depreciation and amortization 3,074,614 8,886,350 11,098,537
Provision for closed stores and lease termination costs (14,644) (247,657) 233,763
------------ ------------ ------------
Total operating expenses 97,091,390 60,585,889 67,930,038
------------ ------------ ------------
Operating loss (79,911,380) (42,751,737) (52,948,647)
EQUITY IN EARNINGS OF INVESTMENTS 550,238 1,470,392 1,906,132
OTHER INCOME (EXPENSE):
Interest expense (1,294,643) (260,220) (430,377)
Interest income 21,764 115,931 90,855
Other, net (250,566) (94,403) (54,434)
------------ ------------ ------------
Loss before minority interest (80,884,587) (41,520,037) (51,436,471)
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (665,529) (309,868) (411,029)
------------ ------------ ------------
Net loss $(81,550,116) $(41,829,905) $(51,847,500)
============ ============ ============
Basic and diluted loss per common share $ (3.18) $ (1.61) $ (2.23)
============ ============ ============
Weighted average common and common equivalent shares
outstanding - basic and diluted 25,679,706 26,056,911 23,270,862
============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
43
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock Additional
--------------------------- Deferred Paid-in Accumulated
Shares Amount Compensation Capital Deficit Total
---------- ------------- ------------- ------------- ------------- -------------
Balance - December 31,1999 15,143,216 $ 151,432 $ (306,200) $ 110,597,360 $ (60,943,806) $ 49,498,786
Issuance of common stock and
common stock warrants
pursuant to CBS agreement 6,672,031 66,720 -- 137,152,666 -- 137,219,386
Warrant exercised by CBS 1,178,892 11,789 -- 5,456,712 -- 5,468,501
Stock options and
warrants exercised 301,980 3,020 -- 7,019,392 -- 7,022,412
Issuance of common stock -
acquisitions 345,379 3,454 -- 1,796,014 -- 1,799,468
Issuance of common stock -
private placement 1,157,561 11,576 -- 6,943,133 -- 6,954,709
Common stock warrants
issued in connection with
investment in
MovieTickets.com -- -- -- 1,000,000 -- 1,000,000
Issuance of common stock,
stock options and warrants
for services rendered 9,511 95 -- 428,621 -- 428,716
Issuance of common stock -
payment of note payable 152,548 1,525 -- 1,926,613 -- 1,928,138
Non-cash issuance of
common stock -
franchise agreement 100,000 1,000 -- 1,649,000 -- 1,650,000
Employee stock bonus 5,000 50 -- 29,015 -- 29,065
Amortization of employee
stock bonuses -- -- 204,133 -- -- 204,133
Shares repurchased
and retired (335,150) (3,352) -- (2,658,572) -- (2,661,924)
Net loss -- -- -- -- (51,847,500) (51,847,500)
---------- ------------- ------------- ------------- ------------- -------------
Common Stock Additional
--------------------------- Deferred Paid-in Accumulated
Shares Amount Compensation Capital Deficit Total
---------- ------------- ------------- ------------- ------------- -------------
Balance - December 31, 2000 24,730,968 247,309 (102,067) 271,339,954 (112,791,306) 158,693,890
Issuance of common stock
in private placements 1,518,273 15,183 -- 6,308,581 -- 6,323,764
Issuance of stock
for acquisitions 264,303 2,643 -- 2,166,432 -- 2,169,075
Reclassification of liability
for exercised put option -- -- -- (452,187) -- (452,187)
Issuance of common stock for
services rendered 22,469 225 -- 94,819 -- 95,044
Issuance of options
and warrants for
services rendered -- -- -- 367,110 -- 367,110
Issuance of stock -
note extension 20,931 209 -- 118,763 -- 118,972
Employee stock and stock
option compensation 42,295 423 -- 247,063 -- 247,486
Issuance of common stock -
exercise of warrants 1,132,845 11,329 -- (11,329) -- --
Issuance of common stock
to pay obligations of
Hollywood Media 292,615 2,926 -- 1,505,519 -- 1,508,445
Amortization of employee
stock bonuses and deferred
compensation -- -- (2,072,301) 2,280,587 -- 208,286
Stock option exercise 56,210 562 -- 174,654 -- 175,216
Shares repurchased and
retired (109,500) (1,095) -- (452,605) -- (453,700)
Net loss -- -- -- -- (41,829,905) (41,829,905)
---------- ------------- ------------- ------------- ------------- -------------
Common Stock Additional
--------------------------- Deferred Paid-in Accumulated
Shares Amount Compensation Capital Deficit Total
---------- ------------- ------------- ------------- ------------- -------------
Balance - December 31, 2001 27,971,409 279,714 (2,174,368) 283,687,361 (154,621,211) 127,171,496
Issuance of options
and warrants for
services rendered -- -- -- 641,269 -- 641,269
Issuance of stock - 401(k)
employer match and other 21,940 220 -- 134,407 -- 134,627
Issuance of restricted
common stock and
amortization of
deferred compensation 520,682 5,207 2,174,368 (5,207) -- 2,174,368
Issuance of stock -
note extension 43,044 430 -- 186,787 -- 187,217
Employee stock compensation 54,392 544 -- 292,551 -- 293,095
Stock option and warrant
exercise - net issuance 34,644 346 -- 97,287 -- 97,633
Issuance of warrants
pursuant to exercise notice 218,009 2,180 -- (2,180) -- --
Interest payment to
convertible debenture
holders 87,459 875 -- 114,110 -- 114,985
Issuance of stock for
acquisitions 28,571 286 -- 109,998 -- 110,284
Warrants and beneficial
conversion feature -
convertible debentures -- -- -- 2,903,838 -- 2,903,838
Retirement of common
stock pursuant to an
exchange agreement (8,614,687) (86,147) -- (10,570,510) -- (10,656,657)
Shares repurchased
and retired (111,600) (1,116) -- (328,418) -- (329,534)
Net loss -- -- -- -- (81,550,116) (81,550,116)
---------- ------------- ------------- ------------- ------------- -------------
Balance - December 31, 2002 20,253,863 $ 202,539 $ -- $ 277,261,293 $(236,171,327) $ 41,292,505
========== ============= ============= ============= ============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
44
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(81,550,116) $(41,829,905) $(51,847,500)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,074,614 8,886,350 11,098,537
Equity in earnings of investments,
net of distribution of earnings 912,347 191,695 244,930
Interest - non-cash 743,958 -- --
Issuance of compensatory stock,
stock options and warrants
for services rendered 1,137,223 709,640 457,781
Amortization of deferred compensation costs 2,174,368 208,286 204,133
Provision for bad debts 233,188 550,117 504,539
Write-off - prepaid trade credits 655,500 -- --
Loss on sale of equipment -- -- 110,662
Amortization of deferred financing costs 75,657 -- 10,623
Impairment loss - CBS advertising 57,274,680 -- --
Distribution of earnings to minority partners (700,503) (426,226) (521,763)
Amortization of CBS advertising 11,251,566 27,822,802 24,244,647
Minority interest 665,529 309,868 411,029
Changes in assets and liabilities:
Receivables (423,670) (428,565) (803,298)
Prepaid expenses (279,972) (59,454) 407,675
Inventories (57,867) (2,814,232) 598,970
Other current assets (246,493) (12,094) (183,607)
Other assets (12,249) (13,549) (106,466)
Accounts payable (214,266) (726,047) 296,968
Deferred revenue 130,500 3,331,450 1,280,750
Deferred Liability 127,793 -- --
Other accrued expenses 1,069,996 (1,114,991) 573,886
------------ ------------ ------------
Net cash used in operating activities (3,958,217) (5,414,855) (13,017,504)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received (10,000) 300,000 (297,295)
Advances to equity method investees -- -- (567,500)
Investment in trademarks and URL's -- -- (1,082,500)
Capital expenditures (1,427,803) (996,808) (1,705,166)
------------ ------------ ------------
Net cash used in investing activities (1,437,803) (696,808) (3,652,461)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder/officer loan 1,651,000 1,570,000 2,050,000
Payments of shareholder/officer loan (2,101,000) (1,120,000) (2,050,000)
Payments to repurchase common stock (329,534) (453,700) (2,661,924)
Payments under note payable (100,000) (400,000) --
Proceeds received from exchange of advertising
for common stock and warrants 2,000,000 -- --
Net proceeds from issuance of common stock -- 6,323,764 12,257,739
Net advances from accounts receivable lender (4,378) 341,856 --
Proceeds from issuance of convertible debentures
and warrants, less issuance costs 5,342,600 -- --
Proceeds from exercise of stock options and warrants -- 175,216 7,022,412
Payments under capital lease obligations (701,396) (255,731) (512,383)
------------ ------------ ------------
Net cash provided by financing activities 5,757,292 6,181,405 16,105,844
------------ ------------ ------------
Net increase in cash and cash equivalents 361,272 69,742 (564,121)
CASH AND CASH EQUIVALENTS, beginning of period 1,980,966 1,911,224 2,475,345
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 2,342,238 $ 1,980,966 $ 1,911,224
============ ============ ============
SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:
Interest paid $ 137,551 $ 322,230 $ 409,095
============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
45
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
--------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 2002 AND 2001
--------------------------
(1) BACKGROUND:
-----------
Hollywood Media Corp. ("Hollywood Media") was incorporated in the State
of Florida on January 22, 1993. Hollywood Media is a provider of
entertainment-related information, content and ticketing services to consumers
and businesses. Hollywood Media manages a number of integrated business units
focused on Hollywood, Broadway and the entertainment industry. Hollywood Media
derives a diverse stream of revenues from this array of business units including
revenue from retail and wholesale Broadway ticket sales, business to business
syndication of entertainment related content, subscription fees, content
licensing fees, advertising, and book development.
Hollywood Media's main web sites on the World Wide Web ("web") are
Hollywood.com and Broadway.com. Hollywood.com was acquired in May 1999 and
features movie showtime listings, movie descriptions and reviews, digitized
trailers and photos, entertainment news, box office results, interactive games,
movie soundtracks, celebrity profiles and biographies, coverage of entertainment
awards shows and film festivals and video coverage of movie premiers. Hollywood
Media launched the Broadway.com web site on May 1, 2000. Broadway.com features
theater showtimes for live theater venues in the United States as well as in
London; the ability to purchase Broadway, off-Broadway and London theater
tickets online; theater news; interviews with stage actors and playwrights;
opening-night coverage; theater reviews and video excerpts from selected shows.
Hollywood Media generates revenues through the sale of advertising on these web
sites and the sale of live theater tickets online.
Hollywood Media's syndication business began in May 1999 with the
acquisition of CinemaSource, Inc., a supplier of movie showtimes and related
content in the United States and Canada to newspapers, wireless companies,
Internet companies and other media outlets. In mid 1999 Hollywood Media launched
the EventSource business as an expansion of the operations of CinemaSource.
EventSource compiles and syndicates detailed information on community events in
cities around the country, including concerts, sporting events, festivals, and
live theater. Hollywood Media launched AdSource as a further expansion of the
CinemaSource operations. AdSource leverages the movie theater showtimes from the
CinemaSource data collection systems and relationships with various movie
exhibitors to create exhibitor paid directory ads for insertion in newspapers
around the country. Hollywood Media further expanded its syndication business
with the acquisition of Baseline, Inc. ("Baseline") in August 1999. Baseline is
a flat fee and pay-per-use subscription web site geared to movie professionals.
During January 2002, Hollywood Media merged Baseline with FilmTracker (owned by
Fountainhead Media), a leading provider of information services to professionals
in the feature film and television industries. The new combined service
incorporates all of Baseline's data with FilmTracker's content management system
and interface.
Hollywood Media acquired Theatre Direct NY, Inc. ("TDI") on September
15, 2000. TDI is a ticketing wholesaler to groups and individuals with access to
theater tickets and knowledgeable service covering shows on Broadway,
off-Broadway, in London's West End, and in Toronto. In addition, TDI is a live
theater marketing and sales agency serving businesses and groups including
domestic and international travel professionals and traveling consumers.
Hollywood Media also sells Broadway tickets through 1-800-BROADWAY, which was
launched in November 2001, and on Broadway.com.
The intellectual properties division owns or controls the exclusive
rights to certain original characters and concepts created by best-selling
authors and media celebrities, which it licenses across all media, including
books, films and television, multimedia software, and other products. Hollywood
Media acquires the rights to its intellectual properties pursuant to agreements
46
that grant it exclusive rights in the intellectual property itself as well as
the right to use the creator's name in the title of the intellectual property.
The intellectual properties division also includes a 51%-owned book development
and licensing operation named Tekno Books which focuses on developing and
executing book projects, typically with best-selling authors, which books are
then licensed for publication to book publishers. Tekno Books generates revenues
from new book projects in the form of non-refundable advances paid by publishers
and from royalties from its library of book titles.
Hollywood Media is a 50% partner in NetCo Partners. NetCo Partners was
formed in June 1995 as a joint venture between Hollywood Media and C.P. Group,
Inc., a company in which best-selling author Tom Clancy is a shareholder. NetCo
Partners is engaged in the development and licensing of Tom Clancy's NetForce.
Hollywood Media records 50% of the earnings in NetCo Partners as equity in
earnings of investments.
In December 1999, Hollywood Media closed all of its retail store
operations and has written off the assets relating to such operations (Note 10).
In January 2001, Hollywood Media closed its e-commerce division which
Hollywood Media opened in November 1998.
In 2000, Hollywood Media acquired an interest in MovieTickets.com Inc.,
a joint venture, primarily with AMC Entertainment Inc. (AMC), National
Amusements, Inc. (NAI), Viacom Inc. and America Online, Inc. (AOL). Hollywood
Media owns 26.4% of the equity in the MovieTickets.com joint venture and
excluding AOL's 3% convertible preferred equity interest, Hollywood Media shares
in 27.1% of the losses or income generated by the joint venture at December 31,
2002. The MovieTickets.com web site, which launched in May 2000, allows users to
purchase movie tickets online and retrieve them at "will call" windows or kiosks
at the theaters. The web site also features bar coded tickets that can be
printed at home and presented directly to the ticket taker at the theater. The
web site features movie content from Hollywood Media's various divisions for all
current and future release movies, movie reviews and synopses, digitized movie
trailers and photos and box office results. MovieTickets.com generates revenue
from the sale of advertising and from service fees charged to users for the
purchase of tickets. These revenues are not included in Hollywood Media's
revenues. Hollywood Media records its share of the earnings or loss in
MovieTickets.com as equity in earnings of investments. Refer to Note 15 for
discussion of Hollywood Media's interest in MovieTickets.com, Inc.
Hollywood Media has expended significant funds developing its
ticketing, Data business, Internet ad sales, intellectual property, e-commerce,
and other businesses. Operating losses since inception have contributed to an
accumulated deficit of $236,171,327 at December 31, 2002. The success of
Hollywood Media's operations in future years is dependent on its ability to
generate adequate revenues and cash flows to offset operating expenses.
Hollywood Media expects to incur additional losses during the next several years
while it continues to grow its businesses. Hollywood Media's operating plans and
assumptions indicate that anticipated cash flows, when combined with other
potential sources of capital, will be sufficient to meet working capital
requirements for the year 2003. There can be no assurances that Hollywood Media
will be able to generate sufficient revenues from these activities to cover its
costs and therefore, Hollywood Media may continue to incur losses and negative
cash flows from operations. To the extent that Hollywood Media does not generate
sufficient revenues to offset expenses Hollywood Media will require further
financing to fund ongoing operations.
In the event that Hollywood Media requires additional funding and
cannot secure additional funding, Hollywood Media's Chairman of the Board and
Chief Executive Officer and Hollywood Media's Vice Chairman and President, have
indicated their intention to provide Hollywood Media, if required, with an
amount not to exceed $5 million through May 21, 2003, and from that date through
January 1, 2004 such commitment is reduced to an amount not to exceed $3.5
million, in order to enable Hollywood Media to meet its working capital
requirements; provided, however, that the commitment will be reduced dollar for
dollar to the extent that Hollywood Media raises financing from other sources
and such additional financing is not used to finance acquisitions. This
commitment will terminate on January 1, 2004.
47
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Hollywood
Media, its wholly owned subsidiaries, and its 51% and 50.5% owned subsidiaries,
Tekno Books and Fedora, Inc., respectively. All significant intercompany
balances and transactions have been eliminated in consolidation and a minority
interest has been established to reflect the outside ownership of Tekno Books
and Fedora, Inc. Hollywood Media's 50% and 26.4% ownership interests in NetCo
Partners and MovieTickets.com, respectively, are accounted for under the equity
method of accounting.
Accounting Estimates
--------------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Significant estimates and assumptions embodied in the accompanying
financial statements include the adequacy of reserves for accounts receivables
and closed stores and Hollywood Media's ability to realize the carrying value of
goodwill, intangible assets, investments in less than 50% owned companies and
other long-lived assets.
Cash and Equivalents
--------------------
Hollywood Media considers all highly liquid investments with original
maturities of three months or less to be cash and cash equivalents. Interest
bearing amounts included in cash and cash equivalents were $924,026 and $817,924
at December 31, 2002 and 2001, respectively.
Receivables
-----------
Receivables consist of amounts due from customers who have advertised
on Hollywood Media's web sites, have purchased content from Hollywood Media's
syndication businesses, have purchased live theater tickets and amounts due from
publishers relating to signed contracts, to the extent that the earnings process
is complete and amounts are realizable. Receivables are net of an allowance for
doubtful accounts of $307,398 and $375,681 at December 31, 2002 and 2001,
respectively. Changes in the allowance for doubtful accounts consisted of:
December 31,
-----------------------------------
2002 2001 2000
--------- --------- ---------
Balance at beginning of year $ 375,681 $ 567,702 $ 131,029
Additions charged to expense 233,188 550,117 504,539
Write offs (301,471) (742,138) (137,544)
Additions from acquired companies -- -- 69,678
--------- --------- ---------
Balance at end of year $ 307,398 $ 375,681 $ 567,702
========= ========= =========
48
Inventory
---------
Inventory consists of theater tickets sold to groups, individuals,
travel agencies, as well as unsold theater tickets and is carried at cost using
the specific identification method. Unsold ticket inventory amounted to $509,034
and $418,372 at December 31, 2002 and 2001 respectively, and sold ticket
inventory, for which revenue has been deferred until the performance of the show
has taken place, amounted to $6,635,277 and $6,668,072 at December 31, 2002 and
2001 respectively.
Property and Equipment
----------------------
Property and equipment are carried at cost. Depreciation is provided in
amounts sufficient to allocate the cost of depreciable assets to operations over
their estimated service lives, which range from three to five years, on a
straight-line basis. Leasehold improvements are amortized over the lesser of the
terms of the respective leases or the service lives of the improvements.
Maintenance and repairs are charged to expense when incurred.
Goodwill and Intangible Assets
------------------------------
Prior to December 31, 2001, goodwill had been amortized on a
straight-line basis over its estimated useful life, which ranged from 10 to 40
years. In July 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No.
141") and No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142").
Effective January 1, 2002, Hollywood Media adopted SFAS No. 142. Under SFAS 142,
goodwill and intangible assets with indefinite lives are no longer amortized but
are reviewed for impairment annually, or more frequently if indicators arise.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives. As prescribed by SFAS No. 142,
Hollywood Media completed the transitional goodwill impairment test by the
second quarter of 2002 which did not result in an impairment charge. (See
Note 7).
Impairment of Long-Lived Assets
-------------------------------
Effective December 31, 2001, Hollywood Media adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144"). SFAS No. 144 superseded
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS No. 121") and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," ("APB No. 30") for
the disposal of a segment of a business. Consistent with SFAS No. 121, SFAS No.
144 requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.
Hollywood Media evaluates the recoverability of long-lived assets not
held for sale by comparing the carrying amount of the assets to the estimated
undiscounted future cash flows associated with them. At the time such
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the carrying values of such
assets, the assets are adjusted to their fair values. Hollywood Media determines
fair value as the net present value of future cash flows. Based on these
evaluations, there were no adjustments to the carrying value of long lived
assets in 2002, 2001, or 2000 other than the asset write downs discussed in Note
10 and Note 12.
49
Revenue Recognition
-------------------
Revenue recognition policies for ticketing, syndication, advertising,
book packaging and licensing, e-commerce and retail are set forth below.
Ticketing. Ticket revenue is derived from the sale of live theater
tickets for Broadway, off-Broadway and London shows to individuals, groups,
travel agencies, tour groups and educational facilities.
In July 2000, the EITF reached a consensus on EITF Issue No. 99-19,
"Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus
provides guidance concerning under what circumstances a company should report
revenue based on (a) the gross amount billed to a customer because it has earned
revenue from the sale of goods or services or (b) the net amount retained (that
is, the amount billed to the customer less the amount paid to a supplier)
because it has earned a commission or fee. Hollywood Media's existing accounting
policies conform to the EITF consensus.
Prior to January 1, 2001, revenue from ticket sales was recognized when
collection was assured and delivery to the customer had taken place. Effective
January 1, 2001, Hollywood Media changed its method of revenue recognition to
the date of performance for all ticket sales. The impact of this change on the
financial statements for the periods prior to January 1, 2001 was not material.
The impact on reported results of operations for 2000 would have been a
reduction of recognized net revenues of approximately $350,000 or 1.2% and an
increase in reported net loss of $46,000 or .09%.
In August 2002, the FASB Emerging Issue Task Force issued EITF Issue
No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a
Vendor" (EITF 02-16), which addresses the accounting by a vendor for
consideration given to a customer, including both a reseller of the vendor's
products and a entity that purchases the vendor's products from a reseller.
Hollywood Media early adopted EITF Issue No. 02-16 on December 31, 2002. The
impact on reported results of operations for 2002 was a reduction in net
revenues and a corresponding decrease in cost of sales by $1,101,683 resulting
in no net impact on operating results. Management believes the impact on
operations in 2001 and 2000 to be immaterial and as a result has not
retroactively restated prior periods.
Ticket revenue and cost of revenue are recorded on a gross basis in the
accompanying consolidated statements of operations.
Syndication. Syndication revenue is derived from the sale of the
entertainment related content to other businesses. Revenue is recorded after the
information has been delivered and collection of the resulting receivable is
reasonable assured. Royalty income is recognized pursuant to contract terms when
it is assured, generally upon collection.
Advertising Revenue. Advertising revenue is derived from the sale of
advertising on Hollywood Media's web sites. Advertising revenue is recognized
over the period that the advertisement is displayed, provided that no
significant obligations of Hollywood Media remain and collection is reasonably
assured. Hollywood Media's obligations typically include guarantees of a minimum
number of impressions or times that an advertisement is viewed by users of
Hollywood Media's web sites. Revenue is recognized based on the number of
impressions delivered to the customer.
Book Packaging and Licenses. Licensing revenues in the form of
non-refundable advances and other guaranteed royalty payments are recognized
when the earnings process has been completed, which is generally upon the
delivery of a completed manuscript and acceptance by the publisher.
Non-guaranteed royalties based on sales of licensed products and on sales of
books published directly by Hollywood Media are recognized as revenues when
earned based on royalty statements or other notification of such amounts from
the publishers.
50
Revenue relating to Hollywood Media's book licensing business is
recognized when the earning process is complete, typically when a publisher
accepts a book for publishing. Advances received from publishers are recorded as
deferred revenues until the book is accepted by the publisher. Revenues are
recorded net of agents' fees. In the book licensing division, expenditures for
co-editors and permission payments are also deferred and recorded as prepaid
expenses until the book is accepted by the publisher, at which time such costs
are expensed.
E-commerce. E-commerce revenue was derived from the sale of
entertainment-related merchandise over the web. E-commerce revenue was
recognized once the product had been shipped and payment was reasonably assured.
Hollywood Media purchased the merchandise for resale to its customers and
accordingly, recorded revenue and cost of sales on a gross basis in the
accompanying statements of operations. The e-commerce division was closed in
January 2001.
Retail. Revenue relating to sales at Hollywood Media's retail stores
was recognized at the time of sale. All retail locations were closed in December
1999.
Web Site Development Costs and Internally Developed Software
------------------------------------------------------------
EITF 00-2 Accounting for Web Site Development Costs is the
authoritative guidance for accounting for these website costs. In EITF- 00-2,
the Task Force reached a consensus that all costs relating to software used to
operate a web site should be accounted for under Statement of Position 98-1
unless a plan exists or is being developed to market the software externally.
Website development costs capitalized during the year ended December 31, 2002,
2001 and 2000 was $380,815, $543,151 and $430,645 respectively. Web site
development costs are generally amortized over a 3 year period.
Certain software development costs for internally developed software
have been capitalized in accordance with the provisions of Statement of Position
98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use. These capitalized costs include purchased software for internal
use, consulting services and costs for personnel associated with programming,
coding and testing such software during the application development stage.
Amortization of capitalized software costs begins when the software is placed
into service and is included in depreciation expense in the accompanying
consolidated statements of income. Software development costs are being
amortized using the straight-line method over three years. Internally developed
software cost capitalized during the year ended December 31, 2002 was $111,012.
For the years ending 2001 and 2000 there were no internal software development
costs.
Barter Transactions
-------------------
Hollywood Media periodically enters into barter agreements with other
Internet companies to exchange advertising on each other's web sites. Prior to
January 20, 2000, Hollywood Media reported revenue and expense from Internet
advertising barter transactions on a "gross" basis, and valued the transactions
using an average rate per thousand impressions earned on similar sales of
advertising for cash. In January 2000, the Emerging Issues Task Force ("EITF")
of the Financial Accounting Standards Board ("FASB") reached consensus on EITF
Issue No. 99-17, "Accounting for Advertising Barter Transactions." As permitted
under EITF 99-17, Hollywood Media adopted the consensus prospectively for
transactions occurring after January 20, 2000. EITF No. 99-17 allows gross
reporting of advertising barter transactions only where barter transactions can
be supported by an equivalent quantity of similar cash transactions.
Prior to January 20, 2000 Hollywood Media entered into barter
arrangements that were accounted for in accordance with APB Opinion No. 29
"Accounting for Nonmonetary Transactions." APB 29 indicates that accounting for
a nonmonetary transaction, such as barter, should be based on the fair values of
the assets transferred unless those fair values are not determinable with
reasonable limits.
Hollywood Media recorded $17,689, $185,195 and $956,181 in 2002, 2001
and 2000 respectively, in barter revenue and expense relating to Internet
advertising.
51
Hollywood Media records barter revenue and expense under the NATO
contract, which Hollywood Media acquired through its acquisition of
hollywood.com, Inc. in 1999. In connection with the NATO contract, Hollywood
Media also acquired rights and obligations under ancillary agreements with
individual theaters that participate in the NATO organization. Pursuant to these
agreements, Hollywood Media collected and compiled movie showtimes data for NATO
member theaters and hosted web sites for certain theaters so as to display the
movie showtimes and other information about the theater. In addition, Hollywood
Media provided ongoing web site maintenance services for certain theaters
including providing promotional materials, movie and theater information,
advertising and editorial content. In exchange, the theaters promoted the
Hollywood.com web site to movie audiences by airing movie trailers about
Hollywood.com, 40 out of 52 weeks per year, before feature films that play in
most NATO-member theaters. Hollywood Media recorded revenue and expense from
these activities measured at the fair value of the services exchanged in
accordance with APB 29 "Accounting for Nonmonetary Transactions." In 2002, 2001
and 2000 Hollywood Media recorded $993,917, $2,981,750 and $2,981,750,
respectively, in revenue and expense under the NATO contract. The NATO contract
is no longer in effect.
Comprehensive Loss
------------------
SFAS No. 130, "Reporting Comprehensive Income" requires that all items
that are required to be recognized under accounting standards as components of
comprehensive loss be reported in a financial statement that is displayed with
the same prominence as other financial statements. Comprehensive loss is defined
as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. Adoption
of this statement did not impact Hollywood Media's consolidated financial
statements. For all periods presented, there were no differences between
reported net loss and comprehensive loss.
Segment Information
-------------------
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" establishes standards for reporting of selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Disclosure regarding Hollywood Media's
business segments is contained in Note 18.
Loss Per Common Share
---------------------
SFAS No. 128, "Earnings Per Share", requires companies to present basic
and diluted earnings per share ("EPS"). Loss per common share is computed by
dividing net loss after deducting dividends applicable to preferred stock, by
the weighted average number of common shares outstanding as follows:
Year Ended December 31,
----------------------------------------------
2002 2001 2000
------------- ------------- ------------
Net Loss $ (81,550,116) $ (41,829,905) $(51,847,500)
============= ============= ============
Weighted Average Shares Outstanding 25,679,706 26,056,911 23,270,862
============= ============= ============
Loss per Share, Basic and Diluted $ (3.18) $ (1.61) $ (2.23)
============= ============= ============
Common shares issuable upon conversion of convertible securities and
upon exercise of outstanding options and warrants of 6,553,249, 4,609,156 and
4,107,587 were excluded from the calculation of diluted loss per share in 2002,
2001 and 2000, respectively, because their impact was anti-dilutive.
52
Stock-Based Compensation
------------------------
As permitted under Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FAS 123" ("SFAS No. 148"), which amended Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation ("SFAS
No. 123"), Hollywood Media has chosen to account for its Stock Plan under the
intrinsic value method as allowed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations. Under APB No. 25, because the exercise price of Hollywood
Media's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recorded (except as discussed
in Note 13). SFAS No. 148 requires disclosure of the estimated fair value of
employee stock options granted and pro forma financial information assuming
compensation expense was recorded using these fair values.
Advertising Costs
-----------------
Hollywood Media expenses the cost of advertising as incurred or when
such advertising initially takes place. As further described in Note 12, in the
first quarter of 2000, Hollywood Media issued common stock and warrants with a
fair value of approximately $137 million to CBS in exchange for approximately
$105 million of advertising on CBS properties to be received over a period of
seven years and $10.8 million in cash. Hollywood Media is entitled to utilize a
specified portion of this advertising each contract year. The deferred
advertising is carried on Hollywood Media's balance sheet as a deferred asset
and is being amortized as it is utilized over the contract period. Advertising
expense recorded related to CBS advertising for 2002, 2001 and 2000 was
$11,251,566, $27,822,802 and $24,244,647, respectively, and is separately
reported in the accompanying consolidated statements of operations under the
caption "Amortization of CBS Advertising." All other advertising costs are
reported as selling and marketing expenses in the accompanying consolidated
statements of operations and include non-cash advertising expense for barter
transactions of $1,011,606, $3,166,945 and $3,937,931 for 2002, 2001 and 2000,
respectively. Refer to Note 12.
401(K) Plan
-----------
Hollywood Media established a 401(K) Plan (the Plan) effective January
1, 2001. All employees of Hollywood Media meeting certain eligibility
requirements, are eligible to participate in the Plan. The Plan provides that
each participant may contribute up to 15% of his or her pre-tax gross
compensation (not to exceed a statutorily prescribed annual limit). All amounts
contributed by employee participants in conformance with Plan requirements and
earnings on such contributions are fully vested at all times. For 2002,
Hollywood Media matched 50% of the first 8% of the employee contributions in
common stock with a fair value of $155,784, for those participants employed in
excess of 500 hours during the year ended December 31, 2002. The match was paid
in 155,784 shares of Hollywood Media common stock subsequent to December 31,
2002.
Reclassifications
-----------------
Certain reclassifications were made to prior year statements to conform
with the current year's presentation.
(3) ACQUISITIONS AND OTHER CAPITAL TRANSACTIONS:
--------------------------------------------
In January 2000, Hollywood Media completed the acquisition of the web
address Broadway.com from Broadway Technologies Group (seller) for a purchase
price of $1.6 million, paid with $1.0 million in cash and 35,294 shares of
common stock, valued at $17 per share, the fair value of the stock on the date
of the purchase agreement. The 35,294 shares of common stock issued were
restricted from resale for one year. Under the terms of the purchase agreement
the seller had the right to require Hollywood Media to repurchase these shares
for $17 per share after one year. The seller exercised this right and Hollywood
53
Media became obligated to pay $452,187 to the seller representing the excess of
$600,000 over the fair value of the shares on the date of exercise. The fair
value of the common stock was originally recorded in equity. Upon exercise of
the option we reclassified the amount of the cash liability from equity to other
accrued expenses. The outstanding balance for this liability at December 31,
2001 was $114,687 and is included in other accrued expenses. In addition, in
April 2001, in exchange for the seller allowing Hollywood Media to pay the
obligation over 12 months, we issued to the seller a warrant to purchase 40,000
shares of common stock at an exercise price of $4.15 per share, with a fair
value of $121,537, calculated using a Black Scholes option valuation model. The
value of the warrant was expensed in the accompanying condensed statement of
operations as other expense in 2001. The $1.6 million purchase price was
recorded in the accompanying Consolidated Balance Sheet as an intangible asset.
The Broadway.com web site offers a comprehensive database of professional
theater showtimes listings, as well as show synopses, cast and crew credits and
biographies, digitized show previews and showtunes, a community chat area,
interviews and the ability to purchase Broadway, off-Broadway and London theater
tickets online.
On May 1, 2000, Hollywood Media acquired substantially all of the
assets of BroadwayTheater.com, Inc. ("BroadwayTheater.com") a privately held
company, for $135,000 in cash, 83,214 shares of common stock valued at $14.00
per share the closing market price on the date of issuance and options valued at
$128,752 to purchase 12,500 shares of common stock at $9.75 per share. The asset
purchase agreement for BroadwayTheater.com includes an earn-out provision which
obligates Hollywood Media to issue additional shares of common stock to the
seller each year for a three-year period if certain gross profit targets are
achieved. The contingent payment is a fixed number of shares each year (28,572)
if gross profit targets, representing 25% growth over the prior year, are
achieved each year. The gross profit targets for the first year were satisfied.
As a result, Hollywood Media issued 28,572 shares of common stock valued at
$5.25 per share, the closing market price on the date of issuance, and recorded
the $150,003 as goodwill. On May 15, 2002 as the gross profit targets for the
second year were met, Hollywood Media issued 28,571 shares of common stock
valued at $110,284 and recorded the $110,284 as goodwill. A total of 28,571
contingent shares remain at December 31, 2002. BroadwayTheater.com sells live
theater tickets online predominately for Broadway, off-Broadway and London's
theater performances, through Broadway.com which is owned by Hollywood Media.
BroadwayTheater.com was consolidated operationally into Broadway.com.
Effective September 15, 2000, Hollywood Media acquired Theater Direct
NY, Inc. ("TDI") for 66,291 shares of common stock valued at $505,719 or $7.63
per share and assumed $750,000 in promissory notes. In addition, Hollywood Media
issued 195,874 shares of common stock as contingent consideration to be
delivered to the seller if certain conditions were satisfied at the end of the
twelve month period following the date of acquisition. On September 26, 2001
these shares were released from escrow and were valued at $3.63 per share or
$711,023, the closing market price on the date the conditions were satisfied,
and recorded as goodwill. TDI is a ticketing wholesaler primarily to businesses
such as travel agencies, tour operators and educational institutions for live
theater productions running on Broadway, off-Broadway and in London.
On July 27, 2001, Hollywood Media acquired certain assets of Always
Independent Entertainment Corp. ("AlwaysI"), a privately held company, for
210,731 shares of common stock valued at $5.79 per share, the closing market
price on the date the transaction closed or $1,220,132. AlwaysI offers
independent films to subscribers over the Internet and licenses films to third
parties. Hollywood Media has integrated the AlwaysI subscription service as a
distinct channel on Hollywood.com. Filmmakers are charged a fee to place their
films on the web site and subscribers are charged a monthly fee to view the
films.
The acquisitions of BroadwayTheater.com, TDI, and AlwaysI were
accounted for under the purchase method of accounting and, accordingly, their
operating results have been included in the consolidated financial statements
since the respective dates of acquisition.
54
The purchase price was allocated to assets and liabilities acquired as
follows:
BroadwayTheater.com and
AlwaysI TDI
2001 2000
----------- -----------
Tangible assets (excluding cash acquired) $ 515,000 $ 981,500
Goodwill 405,132 2,754,271
Liabilities assumed -- (1,639,008)
----------- -----------
Total purchase price 920,132 2,096,763
Less value of common stock issued (1,220,132) (1,799,468)
----------- -----------
Paid, net of cash acquired $ (300,000) $ 297,295
=========== ===========
Net cash acquired $ (300,000) $ (143,505)
Acquisition costs -- 440,800
----------- -----------
Cash paid, net of cash acquired $ (300,000) $ 297,295
=========== ===========
The following are unaudited pro forma combined results of operations of
Hollywood Media and TDI for the year ended December 31, 2000, as if the
acquisition had occurred on January 1, 2000:
Year Ended
December 31,
2000
------------
Net revenues $ 48,019,715
============
Net loss $(51,708,630)
============
Pro forma diluted loss per share $ (2.22)
============
Weighted average shares outstanding 23,319,536
============
These unaudited pro forma combined results have been prepared for
comparative purposes only and include certain adjustments, such as additional
amortization expense as a result of goodwill and certain contractual adjustments
to salaries. They do not purport to be indicative of the results of operations
which actually would have resulted had the acquired companies been under common
control prior to the date of the acquisition or which may result in the future.
The pre-acquisition results of operations of BroadwayTheater.com and AlwaysI are
not material to Hollywood Media's consolidated results of operations and
therefore have been excluded from the pro forma combined results of operations.
On January 14, 2002, Fountainhead Media Services ("FMS"), FilmTracker's
parent company, acquired a 20% equity interest in our subsidiary that owns
Baseline, Inc. ("Baseline"), a wholly owned subsidiary of Hollywood Media, for
$4 million. Consideration consisted of a $2 million promissory note payable to
Hollywood Media in installments over a five-year period with a final payment of
approximately $1.2 million, and the contribution of the FilmTracker database,
intellectual property rights, and all existing contracts with a stated value of
$2 million. The promissory note is secured by the 20% equity interest in
Baseline held by FMS. FMS will have the right to convert its 20% equity interest
in Baseline into common stock of Hollywood Media at any time during the two-year
55
period following the payment in full of the promissory note based upon a
multiple of Baseline's EBITDA (earnings before interest, taxes, depreciation and
amortization) for the year preceding the conversion. For purposes of any such
conversion, Hollywood Media's stock will be valued at the greater of (i) $7.50
per share, and (ii) the average closing price of the stock on the Nasdaq Stock
Market for the 15 trading days preceding the notice of conversion. Hollywood
Media will also have the right to cause the conversion of the equity interest in
Baseline to Hollywood Media common stock at any time after the earlier of the
payment in full of the promissory note and January 14, 2006. For accounting
purposes this transaction is treated as an acquisition of the FilmTracker assets
in exchange for:
o an issuance of a five year option on Baseline stock with a $2 million
exercise price and
o the issuance of a put and call option on Hollywood Media common
stock.
Pursuant to an appraisal by a third party completed in the third
quarter of 2002, the value of the option in Baseline stock and the put and call
options in Hollywood Media was determined to be $2,254,070 and was assigned to
the FilmTracker assets. The purchase price of $2,254,070 was allocated as
follows: 1) $1,072,000 to fixed assets (equipment, software, etc.) and 2)
$1,182,070 to intangible assets (amortization period 5 years).
(4) FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:
---------------------------------------------------------------------
The carrying amounts of cash and cash equivalents, receivables and
accounts payable, approximate fair value due to the short maturity of the
instruments. The carrying value of notes payable approximates fair value because
the interest rates approximate the market rates.
Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist primarily of cash and cash
equivalents, marketable securities and accounts receivable. The Company's cash
management and investment policies restrict investments to low risk,
highly-liquid securities, and the Company performs periodic evaluations of the
credit standing of the financial institutions with which it deals. Accounts
receivable from customers outside the United State at December 31, 2002 were not
significant. The Company performs ongoing credit evaluations and maintains an
allowance for doubtful accounts for accounts which management believes may have
become impaired and, to date, losses have not been significant. The allowance
for doubtful accounts was $307,398, $375,681 and $567,702 at December 31, 2002,
2001 and 2000, respectively. See Note 2 - Summary of Significant Accounting
Policies for further discussion on allowance for doubtful accounts.
(5) RECENTLY ISSUED ACCOUNTING STANDARDS:
-------------------------------------
In June 2001, the Financial Accounting Standards Board issued Statement
143, "Accounting for Asset Retirement Obligations." This statement is effective
for financial statements issued for fiscal years beginning after June 15, 2002.
The more significant of these changes includes measuring all future obligations
at fair value and discounting obligations to reflect today's dollars. This
statement requires a cumulative effect approach to recognizing transition
amounts for existing retirement obligations. Hollywood Media does not believe
that the adoption of SFAS 143 will have a material impact on its consolidated
results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No.144), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," and the accounting and
reporting provisions of Accounting Principles Board (APB) Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" (APB No. 30). The Company adopted SFAS No. 144 on
December 31, 2002. The adoption did not affect the Company's financial position
or results of operations for the periods presented.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" (SFAS No. 145). SFAS No. 145 rescinds SFAS No. 4 which required all
gains and losses from extinguishment of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result of SFAS No. 145, the criteria in APB No. 30 will now be used to classify
those gains and losses. SFAS No. 64 amended SFAS No. 4, and is no longer
necessary because SFAS No. 4 has been rescinded. The provisions of SFAS No. 145
shall be applied effective fiscal years beginning after May 15, 2002, with early
application encouraged. The Company adopted SFAS No. 145 on December 31, 2002.
The adoption did not affect the Company's financial position or results of
operations for the periods presented.
56
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS No. 146), which requires that
a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred rather than when a commitment to an
exit plan is made. It is effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company adopted SFAS No. 146 on December 31, 2002. The adoption did not affect
the Company's financial position or results of operations for the periods
presented.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123" (SFAS No. 148). This Statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation" (SFAS No. 123), to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The statement is effective for fiscal years ending
after December 15, 2002. Pursuant to the provisions of SFAS No. 148, the Company
has added the required disclosures to the "Stock-Based Compensation" subsection
in the "Summary of Significant Accounting Policies" section below.
In August 2002, the FASB Emerging Issue Task Force issued EITF Issue
No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a
Vendor" (EITF 02-16), which addresses the accounting by a vendor for
consideration given to a customer, including both a reseller of the vendor's
products and a entity that purchases the vendor's products from a reseller.
Hollywood Media early adopted EITF Issue No. 02-16 on December 31, 2002. The
impact on reported results of operations on 2002 was a reduction in net revenues
and a corresponding decrease in cost of sales by $1,101,683 resulting in no
impact on operating results. Management believes the impact on operations in
2001 and 2000 to be immaterial.
(6) PROPERTY AND EQUIPMENT, NET:
----------------------------
Property and equipment, net consists of:
December 31,
--------------------------
2002 2001
----------- -----------
Furniture and Fixtures $ 1,047,424 $ 638,715
Equipment 5,088,181 3,136,915
Web Development 794,488 794,488
Equipment Under Capital Leases 1,180,709 1,086,041
Leasehold Improvements 265,981 122,929
Deferred Project Costs 21,258 201,630
----------- -----------
8,398,041 5,980,718
Less: Accumulated Depreciation and
Amortization (4,834,472) (3,188,206)
----------- -----------
$ 3,563,569 $ 2,792,512
=========== ===========
Depreciation and amortization expense of property and equipment was
$1,851,265, $1,557,554 and $1,089,569 for the years ended December 31, 2002,
2001 and 2000, respectively. Depreciation and amortization expense for equipment
under capital leases was $323,743, $212,939 and $103,390 for the years ended
December 31, 2002, 2001 and 2000, respectively.
57
(7) GOODWILL AND OTHER INTANGIBLE ASSETS:
-------------------------------------
Effective January 1, 2002, Hollywood Media adopted SFAS No. 142. As
prescribed by SFAS No. 142, the Company completed the transitional goodwill
impairment test by the second quarter of 2002. As result of this test, no
impairment charge was taken as the fair value of the reporting units exceeded
the carrying amount.
The following pro forma information presents the consolidated results
of operations of Hollywood Media as if the adoption of SFAS No. 142 had occurred
on January 1, 2000.
Year ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
Reported net loss $(81,550,116) $(41,829,905) $(51,847,500)
Goodwill amortization -- 5,253,728 5,067,299
------------ ------------ ------------
Adjusted net loss $(81,550,116) $(36,576,177) $(46,780,201)
============ ============ ============
Basic and diluted loss per share:
Reported net loss $ (3.18) $ (1.61) $ (2.23)
Goodwill amortization -- .20 .22
------------ ------------ ------------
Adjusted net loss $ (3.18) $ (1.41) $ (2.01)
============ ============ ============
Weighted average shares, basic and diluted 25,679,706 26,056,911 23,270,862
============ ============ ============
The following table reflects the changes in the net carrying amount of
goodwill by operating segment for the year ended December 31, 2002:
Balance at Balance at
December 31, Impairment December 31,
2001 Charge Acquisition Other 2002
----------- --------- ----------- ----------- ----------
Broadway Ticketing $ 3,373,858 $ -- $ -- $ 110,284 $ 3,484,142
Data Business 15,842,976 -- 10,000 -- 15,852,976
Internet Ad Sales and Other 21,188,793 -- -- -- 21,188,793
Intellectual Properties 248,057 -- -- -- 248,057
----------- --------- ----------- ----------- ----------
Total $40,653,684 $ -- $ 10,000 $ 110,284 $40,773,968
=========== ========= =========== =========== ===========
Accumulated amortization of goodwill was $13,100,609 as of December 31,
2002 and December 31, 2001.
Prior to the adoption of SFAS 142, goodwill relating to the acquisition
of Tekno Books and Fedora, Inc. was being amortized on a straight-line basis
over 20 years. Goodwill relating to all other acquisitions and investments was
being amortized on a straight-line basis over 10 years. Refer to Note 5 for a
discussion of recently issued accounting standards.
58
Intangible Assets consist of the following:
Balances at December 31,
2002 2001
------------------------- -------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
----------- ----------- ----------- -----------
NATO contract acquired with hollywood.com $ 4,567,513 $(4,567,513) $ 4,567,513 $(4,040,346)
Patents and trademarks 203,368 (99,915) 203,368 (87,927)
Web addresses 2,167,500 (984,112) 2,167,500 (550,273)
Other 127,914 (25,244) 87,917 (3,663)
Baseline technology 1,182,070 (228,774) -- --
----------- ----------- ----------- -----------
Total $ 8,248,365 $(5,905,558) $ 7,026,298 $(4,682,209)
=========== =========== =========== ===========
Amortization expense for the net carrying amount of intangible assets
at December 31, 2002 is estimated to be $707,823 in 2003, $707,823 in fiscal
2004, $533,116 in fiscal 2005, $326,905 in fiscal 2006, and $23,628 in fiscal
2007.
The National Association of Theatre Owners ("NATO") contract expired in
April 2002. Patents and trademarks are being amortized on a straight-line basis
over 17 years. Web addresses and other are amortized over 5 years. The Baseline
Technology is being amortized over five years. See Note 3 for further discussion
on the FilmTracker acquisition.
(8) CAPITAL LEASE OBLIGATIONS:
--------------------------
Future minimum lease payments under capital leases together with the
present value of the net minimum lease payments as of December 31, 2002 are as
follows:
Year Amount
---- ---------
2003 374,942
2004 171,733
2005 74,557
2006 26,725
2007 --
----------
Minimum lease payments 647,957
Less amount representing interest (69,328)
----------
Present value of net minimum lease payments 578,629
Less: current portion (340,083)
---------
$ 238,546
==========
In June 2001, Hollywood Media issued 88,000 shares of common stock
valued at $495,795 as a payment towards outstanding capital lease obligations
related to our former brick and mortar retail operations, pursuant to the terms
of a settlement agreement. The total settlement was $796,000, payable in common
stock with the balance payable in monthly installments of cash, and was fully
paid during 2002.
59
(9) DEBT:
-----
In connection with the TDI acquisition on September 15, 2000, Hollywood
Media signed two promissory notes payable to the former owner. The first is an
interest bearing note payable with a face value of $500,000, principal payable
monthly. The note bears interest at Citibank, N.A. prime plus 1% annum (5.75% at
December 31, 2001). The second promissory note is a one year non-interest
bearing note with a face value of $250,000. The outstanding balance due under
the notes payable at December 31, 2002 is $250,000. An agreement was reached on
March 31, 2002 between Hollywood Media and the former owner of TDI that the
remaining notes payable balance, plus interest, would be paid either in cash or
in restricted common stock of Hollywood Media. As a result of this agreement,
$70,000 in interest was accrued in 2002.
In the event that Hollywood Media requires additional funding,
Hollywood Media's Chairman of the Board and Chief Executive Officer and
Hollywood Media's Vice Chairman and President, have indicated their intention to
provide Hollywood Media, if required, with an amount not to exceed $5 million
through May 21, 2003, and from that date through January 1, 2004 such commitment
is reduced to an amount not to exceed $3.5 million, if needed to enable
Hollywood Media to meet its working capital requirements; provided, however,
that the commitment will be reduced dollar for dollar to the extent Hollywood
Media generates cash from financings, operational cash flow or a sale of a
division or subsidiary of Hollywood Media Corp. The proceeds received from the
issuance of the Senior Convertible Debentures in May 2002 did not reduce the
amount of the commitment. This commitment terminates January 1, 2004. Through
May of 2002, advances of $1,651,000 were provided to Hollywood Media under this
commitment, $450,000 was advanced in the prior year, and $2,101,000 was repaid
in the second quarter of 2002. These advances bear interest at the JP Morgan
prime rate. Interest expense in 2002 on these advances was $16,684. There was no
outstanding balance under this commitment at December 31, 2002.
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures due May 22, 2005 (the
"Debentures") to a group of four institutional investors, including existing
shareholders of Hollywood Media. Mitchell Rubenstein, the Chairman of the Board
and Chief Executive Officer, and Laurie S. Silvers, the Vice Chairman and
President of Hollywood Media, participated in the financing with a $500,000 cash
investment upon the same terms as the other investors. The Debentures are
convertible at the option of the investors at any time through May 22, 2005 into
shares of Hollywood Media common stock, par value $0.01 per share, at a
conversion price of $3.46 per share. In addition, Hollywood Media can elect at
its option to convert up to 50% of the convertible debentures if the debentures
are still outstanding at maturity, subject to certain conditions. Prior to
conversion, the Debentures bear interest at 6% per annum, payable quarterly in
common stock or cash at the option of Hollywood Media. The investors also
received fully vested detachable warrants to acquire at any time through May 22,
2007 an aggregate of 576,590 shares of common stock at exercise prices ranging
from $3.78 to $3.91 per share. If on May 22, 2003, an investor holds at least
seventy-five percent of such investor's shares of common stock issued or
issuable to such investor under the Debentures, then the exercise price of the
warrants held by such investor will decrease to $3.46 per share which equals the
conversion price of the debenture. The Debentures and Warrants contain
anti-dilution provisions as more fully described in the agreements. In addition,
the investors will have the right to purchase an aggregate of $1 million in
principal amount of additional Debentures on the same terms at any time through
May 22, 2003. A total of $389,095 in debt issuance costs were incurred for the
convertible debentures, including $161,695 in fees paid to a placement agent
(including $130,000 in cash and a warrant valued at $31,695, with substantially
the same terms as the warrants issued to the debenture holders.) During 2002,
$75,657 was recognized as interest expense from the amortization of the debt
issuance costs.
The warrants granted to these investors were recorded at a relative
fair value of $1,608,422 using Black Scholes option valuation model. The
assumptions used to calculate the value of the warrants using Black Scholes are
as follows: a volatility of 83.7%, a 5 year expected life, exercise prices of
$3.91 and $3.78 per share, a stock price of $3.27 per share and a risk free
interest rate of 4%. The value of the beneficial conversion feature of the
Debenture was $1,295,416. The value of the warrants and the beneficial
conversion feature will be amortized to interest expense over 3 years, using the
60
effective interest method. The value of the warrants and the beneficial
conversion feature of the Debenture were recorded as a discount to the
convertible debenture and included in additional paid-in capital. During the
year ended December 31, 2002, Hollywood Media recorded $434,065 as interest
expense for the accretion of the discount on the convertible debentures.
On May 20, 1999, Hollywood Media delivered a $1,928,138 one-year
unsecured promissory note of Hollywood Media payable to Times Mirror as partial
consideration for the acquisition of hollywood.com, Inc. This note was paid on
June 16, 2000 by issuing 152,548 shares of Hollywood Media's common stock valued
at $12.64 per share.
(10) ACCRUED RESERVE FOR CLOSED STORES:
----------------------------------
In 1998, Hollywood Media aggressively pursued closure of its retail
kiosk locations, terminating 15 of 29 mall leases. In 1999, Hollywood Media
decided to exit its brick and mortar retail operation altogether and closed its
remaining stores. Following the decision in 1999 to fully exit the brick and
mortar retail business, including franchise operations, Hollywood Media
negotiated a settlement with a franchisee to avoid threatened litigation. In
connection with the settlement Hollywood Media issued 100,000 unregistered
shares of common stock valued at $1,650,000 to the franchisee. The shares were
issued in February 2000 and were valued at $16.50 per share, the market price on
the close of business the day prior to the date of issuance. In 2000 Hollywood
Media made cash payments totaling $21,104 in connection with lease settlements
and recorded additional charges of $233,763 associated with exiting its brick
and mortar retail business. These charges included approximately $53,034 in an
upward revision to the estimated cost of lease obligations, $50,000 in
additional estimated costs for settling the remaining lease obligations and
$130,729 of additional asset write-offs related to Hollywood Media's retail
business. The balance at December 31, 2000 of $798,362 consists primarily of
estimated liabilities remaining on lease obligations. The balance at December
31, 2002 of $27,500 consists of an estimate of Hollywood Media's obligation
under a lease for a kiosk location that was abandoned. This matter is the
subject of outstanding litigation against Hollywood Media. Management expects
this lease matter to be resolved within 2003.
61
The rollforward of the activity in reserve for closed stores is as follows:
Beginning Non-Cash Cash
Balance Provision Charges Paid Other Balance
----------- ----------- ----------- ----------- ----------- -----------
December 31, 2000
-----------------
Activity-provision
for closed stores:
Write down of fixed assets
held, not in use -- 130,729 (130,729) -- -- --
Lease exit costs-contractual 666,432 53,034 -- (21,104) -- 698,362
Lease exit costs-estimated
settlement costs 50,000 50,000 -- -- -- 100,000
Costs to settle
franchise rights 1,650,000 -- -- -- (1,650,000) --
----------- ----------- ----------- ----------- ----------- -----------
Total December 31, 2000 $ 2,366,432 $ 233,763 $ (130,729) $ (21,104) $(1,650,000) $ 798,362
=========== =========== =========== =========== =========== ===========
December 31, 2001
-----------------
Activity-provision
for closed stores:
Lease exit costs-contractual 698,362 (196,218) -- (460,000) -- 42,144
Lease exit costs-estimated
settlement costs 100,000 (51,439) -- (48,561) -- --
----------- ----------- ----------- ----------- ----------- -----------
Total December 31, 2001 $ 798,362 $ (247,657) $ -- $ (508,561) $ -- $ 42,144
=========== =========== =========== =========== =========== ===========
December 31, 2002
-----------------
Activity-provision
for closed stores:
Lease exit costs-contractual 42,144 (14,644) -- -- -- 27,500
Lease exit costs-estimated
settlement costs -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total December 31, 2002 $ 42,144 $ (14,644) $ -- $ -- $ -- $ 27,500
=========== =========== =========== =========== =========== ===========
(11) ACCRUED EXPENSES AND OTHER:
---------------------------
Accrued Expenses and Other consist of the following:
December 31,
-----------------------
2002 2001
---------- ----------
Compensation and benefits $1,272,908 $ 802,308
Accrued liability - theater tickets purchased -- 430,323
Professional fees 465,331 249,207
Accrued loan guarantee 400,000 --
Accrued hotel package expense 254,552 --
Accrued credit card fees 79,058 51,363
Insurance 78,150 130,811
Licensing fees 25,288 47,517
Interest 163,765 24,069
Royalties 23,166 44,517
Advances From Third Party 337,478 341,856
Other 755,185 407,310
---------- ----------
$3,854,881 $2,529,281
========== ==========
(12) OFFERINGS OF SECURITIES:
------------------------
In October 1999 Hollywood Media issued 135,000 shares of common stock
valued at $2,295,010 to AOL Latin America S.L. ("AOL-LA") plus a ten-year
warrant to purchase 100,000 shares of common stock at an exercise price of
$21.42 per share and valued at $1,079,350 using the Black Scholes, in exchange
for a four-year Interactive Services agreement which provided anchor tenant
placement for Spanish and Portuguese versions of the Hollywood.com web site on
AOL-LA. Hollywood Media created and launched Brazilian, Mexican and Argentinean
62
versions of the Hollywood.com web site in Spanish and Portuguese languages.
During the initial four-year term of the agreement Hollywood Media would be
entitled to all advertising revenues sold on Hollywood Media's Latin American
sites and all product revenues generated by the Big-E web site. In addition,
Hollywood Media would be entitled to 65% of any advertising revenues sold on
each of Hollywood Media's Latin American web sites by representatives of AOL-LA.
This contract was valued at $3,374,360 (the fair value of the equity instruments
given) in 1999 and was being amortized over the four-year term of the agreement.
Amortization expense of $140,598 is included in the accompanying 1999
consolidated statement of operations. This asset was used to generate
advertising revenue on Hollywood Media's web sites targeted to users in Latin
America. During the fourth quarter of 2000, Hollywood Media recognized that due
to poor economic conditions in Latin America, weak advertising revenues, and
lower than expected traffic levels and subscribers, Hollywood Media could no
longer expect any significant cash flows from Latin American business. As a
result, management's forecast indicated that the carrying value of the asset was
not realizable and the entire remaining balance of the asset was written off in
December 2000. Amortization expense in the accompanying 2000 consolidated
statement of operations includes $3,233,762, representing amortization recorded
in the first three quarters of 2000 and the write off of the remaining carrying
value in the fourth quarter of 2000 related to this agreement.
In December 1999, Hollywood Media issued 35,294 shares of common stock
valued at $17 per share, or $600,000, to Broadway Technologies Group, Inc. to
acquire the web address Broadway.com. This transaction closed in January 2000 at
which time Hollywood Media paid the balance of the $1.0 million purchase price
in cash. The stock was held in escrow by legal counsel in 1999 prior to closing.
Hollywood Media incurred $2,856 in acquisition costs in 1999 that were charged
to additional paid-in capital. The 35,294 shares of common stock issued were
restricted from resale for one year. Under the terms of the purchase agreement
the seller had the right to require Hollywood Media to repurchase these shares
for $17 per share after one year. See Note 3.
On January 3, 2000, Hollywood Media issued 6,672,031 shares of common
stock valued at $19.50 per share or $130,104,605 to CBS in exchange for CBS
advertising, promotion and content over a seven year period and $5,303,030 in
cash. In addition, CBS received a contingent warrant to purchase 1,178,892
shares of common stock exercisable by committing to provide $5,468,501 of
additional advertising to be used over a two-year period and paying $5,468,501
in cash. CBS delivered the required consideration and exercised the warrant on
March 28, 2000. The fair value of the warrant was determined to be $12,583,282
using Black Scholes as of March 28, 2000, the commitment date for the
transaction. The fair value of common stock and warrants issued to CBS was
recorded on the balance sheet as deferred advertising. In 2000, Hollywood Media
issued Viacom warrants to purchase 100,000 shares of stock at an exercise price
of $7.82 per share in connection with certain marketing commitments of Hollywood
Media. These warrants were valued at $201,892, using Black Scholes. Hollywood
Media was entitled to receive a fixed amount of advertising over each contract
year; therefore the advertising is amortized as it is utilized over the contract
period. Hollywood Media amortized $11,251,566, $27,822,802 and $24,244,647 in
CBS advertising for 2002, 2001 and 2000, respectively. In 2001 and 2000,
Hollywood Media recorded $1,500,000 and $1,875,000, respectively in advertising
revenues received from Viacom. In 2001, Hollywood Media received a prepayment of
$1,600,000 from Viacom for advertising services to be delivered in 2002 and
2003. At December 31, 2001, the $1.6 million was recorded as deferred revenue in
the accompanying consolidated balance sheet. In 2002, Hollywood Media recorded
$533,334 against this deferred revenue. On August 28, 2002, an Exchange
Agreement was entered into between Hollywood Media and Viacom, as detailed
below, pursuant to which Viacom reconveyed to Hollywood Media an aggregate of
8,614,687 shares of Hollywood Media common stock and warrants held by Viacom to
purchase 262,973 shares of Hollywood Media's common stock were cancelled. Viacom
also paid Hollywood Media $2.0 million in cash, and Hollywood Media retained
$5.0 million in non-cash advertising and promotion across CBS properties through
December 31, 2003. As a result of the Exchange Agreement, Hollywood Media
recorded a non-cash impairment loss of $58,341,346 in August 2002. At August 28,
2002, the value of the deferred revenue remaining on Hollywood Media's balance
sheet was $1,066,666. The balance reduced the impairment loss recorded and the
aggregate impairment loss recorded in August 2002 was thus $57,274,680.
63
On February 8, 2000, Hollywood Media issued 100,000 shares of common
stock valued at $1,650,000 in order to reacquire territorial rights as per a
franchise agreement. See Note 10.
On May 1, 2000, Hollywood Media acquired substantially all the assets
of BroadwayTheater.com for $135,000 in cash, 83,214 shares of common stock
valued at $14.00 per share and options to purchase 12,500 shares of common stock
at an exercise price of $9.75 per share. The options were granted to a broker
involved in the transaction. These stock options were valued at $128,752 using
Black Scholes.
On June 16, 2000, Hollywood Media issued 152,548 shares of common stock
valued at approximately $12.64 per share in order to pay-off an unsecured
promissory note payable to the Times Mirror Company.
On August 22, 2000, Hollywood Media issued 358,423 shares of common
stock in a private placement at a purchase price of $8.37 per share. In
addition, Hollywood Media issued to the same investors warrants to purchase an
aggregate of 60,000 shares of common stock at a price of $10 per share. These
warrants have been valued at $358,016 using Black Scholes and are recorded as
additional paid in capital. Hollywood Media incurred $93,977 in transaction
costs and issued 7,168 shares of common stock as a fee to the placement agent.
Hollywood Media also issued warrants to these investors. The right to purchase
additional shares under the warrants was determined at the conclusion of each of
ten thirty-day adjustment periods based on the "market price" during each
adjustment period. The adjustment periods are the thirty-day periods ending
December 8, 2000 and each of the nine succeeding thirty-day periods ending
September 6, 2001. If the market price was below $9.63 during any adjustment
period, Hollywood Media was obligated to issue additional shares to the
investors for no additional consideration. The exact number of shares issuable
upon exercise of a warrant during each adjustment period was equal to (1) $9.63
minus the market price, divided by (2) the market price, and multiplied by (3)
35,842. Hollywood Media issued 30,760 shares of common stock as adjustment
shares to the investors in December 2000. The adjustment shares were recorded as
additional paid-in capital. In 2001, warrants to acquire 70,000 shares of common
stock at exercise prices of $3.00 and $4.25 per share and valued at $266,322
using Black Scholes were granted to the placement agents and recorded as
additional paid-in capital.
On September 15, 2000, Hollywood Media acquired TDI for 66,291 shares
of common stock valued at $505,719 or $7.63 per share. In addition, Hollywood
Media issued and placed 195,874 shares of common stock in escrow for a period of
twelve months to be delivered to the seller if certain conditions are satisfied
at the end of the twelve month period. The 195,874 contingent shares were not
included in the purchase price. On September 26, 2001 these shares were released
from escrow and were valued at $3.63 per share or $711,023, the closing market
price on the date the conditions were satisfied.
During November 2000, Hollywood Media issued 733,696 shares of common
stock in a private placement to accredited investors for an aggregate
consideration of $4,250,002. The shares issued and aggregate proceeds received
include 125,001 shares of Hollywood Media's common stock purchased by Hollywood
Media's Chairman and Chief Executive Officer, Mitchell Rubenstein at a purchase
price of $6 per share for a total of $750,006. Hollywood Media incurred $201,316
in transaction costs and issued 27,514 shares of common stock, and warrants to
purchase 55,000 shares of common stock valued at $292,064 using Black Scholes as
fees to the placement agents.
In 2000, Hollywood Media issued 1,480,872 shares of common stock upon
the exercise of outstanding stock options and warrants for which Hollywood Media
received $7,022,412 in cash exercise proceeds and $5,468,501 in additional
promotional advertising from CBS.
In 2001, Hollywood Media issued 56,210 shares of unrestricted common
stock upon the exercise of outstanding stock options and received proceeds of
$175,216. In addition, Hollywood Media accelerated the vesting on a stock option
exercise which resulted in additional compensation expense of $47,500. This
amount was recorded as additional paid in capital.
64
In January 2001, we issued 4,138 shares of restricted common stock
valued at $15,000 or $3.625 per share, the closing market price on the date of
issuance, as an incentive bonus to an officer of Hollywood Media in accordance
with an employment agreement.
In February 2001, we issued 160,000 shares of common stock valued at
$799,564 in exchange for the payment by a third party of $799,564 of certain
media, goods and services obligations of Hollywood Media. The common stock was
valued at the fair value of the outstanding obligations that were paid by the
recipient of the stock.
In May 2001, we issued 1,252,787 shares of common stock valued at $4.51
per share in a private placement to three accredited investors (including
Viacom) and incurred $326,236 in transaction costs which were charged to
additional paid in capital and received net proceeds of $5,323,764. The purchase
price per share was 105% of the Market Price of the common stock, which was
defined as the average volume weighted average price for 20 business days prior
to the closing date. We issued series A warrants to these investors to purchase
an aggregate of 614,059 shares of common stock at a price of $6.44 per share.
These warrants were valued at $1,902,280 using Black Scholes. If on each of
January 30, 2002 and April 30, 2002, any such investor holds at least
seventy-five percent of the investor's shares of common stock issued to it in
the transaction, then the exercise price of the series A warrants as to such
investor will be decreased to an exercise price of $5.37 per share and $4.51 per
share, respectively, on such dates.
The investors of the May 2001 private placement were entitled to
receive additional shares of common stock upon exercise of the series B
adjustment warrants for no additional consideration if the average market price
of the common stock (as defined) as of October 30, 2001, December 16, 2001,
March 16, 2002, June 16, 2002 or September 16, 2002 was less than $5.19 per
share. The series B warrants were exercisable on the last day of each twenty
trading day period beginning on each of these five dates. The market price of
the common stock under the series B warrants was defined as the average of the
ten lowest closing sales prices of the common stock during the twenty trading
days following each of these five dates, but not less than $2.15. The number of
shares issuable upon exercise of a series B warrant on the first of these five
exercise dates is equal to (1) $5.19 minus the market price, divided by (2) the
market price, and multiplied by (3) a number of shares specified in each series
B warrant. The number of shares issuable upon exercise of a series B warrant on
each of the subsequent four exercise dates is equal to (1) the lower of $5.19
and the lowest market price as of any prior exercise date minus the market
price, divided by (2) the market price, and multiplied by (3) a number of shares
specified in each series B warrant. In December 2001, Hollywood Media issued
771,407 shares of common stock to the investors pursuant to the formula set
forth in the warrant. No additional shares are issuable in the future under the
warrants. In addition, in December 2001, 35,601 additional shares of common
stock were issued to the investors pursuant to the Registration Rights
Agreement. The shares issued are included in additional paid-in capital.
In May 2001, Hollywood Media issued 28,572 shares of common stock to
the previous owners of BroadwayTheater.com in accordance with the earn-out
provision of the Asset Purchase Agreement. Pursuant to this provision the
previous owners are entitled to additional consideration if specified gross
profit targets are attained in each of the three years following the
acquisition. The target for the first year was satisfied and Hollywood Media
issued 28,572 shares of common stock valued at $5.25 per share, the closing
market price on the date the earn-out contingency was satisfied or $150,003. The
value of the shares was recorded as additional goodwill.
In May 2001, Hollywood Media issued 22,469 shares of common stock
valued at $4.23 per share, the closing market price on the date of issuance, or
$95,044, for payment of book packaging fees under a pre-existing agreement to
the CEO of Tekno Books who is also a director of Hollywood Media.
65
In June 2001, Hollywood Media issued 88,000 shares of common stock
valued at $495,795 as a payment towards outstanding capital lease obligations
related to our former brick and mortar retail operations, pursuant to the terms
of a settlement agreement. The total settlement was $796,000, payable in common
stock with the balance payable in monthly installments of cash.
In July and December 2001, Hollywood Media issued 44,615 shares of
common stock valued at $213,086 as part of two settlement agreements. The shares
were valued at the market price of the common stock on the date the litigation
was settled.
On July 27, 2001, Hollywood Media acquired the assets of AlwaysI by
issuing 210,731 shares of common stock valued at $1,220,132 or $5.79 per share,
the closing market price on the date the transaction closed.
On September 26, 2001, 195,874 shares of common stock were released
from escrow and valued at $3.63 per share or $711,023, the closing price on the
date various conditions were satisfied relating to the acquisition of TDI on
September 15, 2000. The value of the shares was recorded as goodwill. See Note
3.
On September 17, 2001, Hollywood Media issued 218,341 shares of
restricted common stock in a private placement to an accredited investor and
received net proceeds of $1,000,000. On October 24, 2001, Hollywood Media issued
11,544 additional shares of restricted common stock to this investor in
accordance with the terms of the investment and subscription agreement.
During 2001, Hollywood Media issued 361,438 shares of common stock to
investors from the August 2000 private placement pursuant to the exercise of
certain warrants. The fair value of these shares on the various dates of
issuance was $1,771,997. Hollywood Media was obligated to issue additional
shares to those selling shareholders for no consideration if the average of the
five lowest volume weighted average prices of the common stock during the final
fifteen days of a certain period was below $9.63. The final adjustment period
ended September 4, 2001. The precise number of shares of common stock which were
issued were determined in accordance with a formula set forth in the adjustment
warrants. The shares issued pursuant to the adjustment warrants were recorded as
additional paid-in capital.
On October 19, 2001, Hollywood Media issued 25,000 shares of common
stock valued at $87,917 or $3.52 per share, for the purchase of 1-800-BROADWAY.
In December 2001, Hollywood Media issued 20,577 shares of unrestricted
common stock valued at $107,009 or $5.20 per share, the closing market price on
the date of issuance, as a bonus to an employee, in accordance with an
employment agreement.
In December 2001, Hollywood Media issued 17,580 shares of unrestricted
common stock valued at $77,977, calculated using the closing market price on the
various dates of issuance in accordance with the Hollywood Media 2000 Stock
Incentive Plan.
On January 2, 2002, Hollywood Media issued 520,682 shares of restricted
common stock pursuant to the 2000 Stock Incentive Plan, to Hollywood Media's
Chairman of the Board and Chief Executive Officer and Hollywood Media's Vice
Chairman and President, in accordance with the exchange and cancellation on
December 14, 2001, of 1,045,000 stock options. The approximate fair value of the
stock options was $2,280,587 at December 14, 2001, and was equal to the fair
value of the restricted stock for which it was exchanged. The shares vested on
January 1, 2003. Compensation expense of $2,174,368 was recorded for the year
ended December 31, 2002 with respect to this transaction.
Hollywood Media issued a total of 43,044 shares of common stock valued
at $187,217 during the first quarter 2002 to extend the term of a promissory
note that Hollywood Media guaranteed. In 1999, Hollywood Media loaned
approximately $1.7 million to the former owner ("borrower") of CinemaSource
(currently an employee of
66
CinemaSource) so that he could pay a portion of the taxes due resulting from the
sale of CinemaSource to Hollywood Media. Hollywood Media was obligated to make
this loan as part of the original purchase agreement to acquire CinemaSource.
Hollywood Media sold the note to an independent third party in 2000. The
outstanding balance of the loan at December 31, 2002 was approximately $460,000
and is collaterized by 51,191 shares of Hollywood Media stock that was pledged
by the borrower to the third party. The borrower on the note is obligated to pay
to Hollywood Media an amount equal to 50% of the value of the shares issued to
extend the maturity date of the note, to the extent of any remaining collateral
after the note is fully paid. Hollywood Media recorded $246,030 as interest
expense during 2002. As of December 31, 2002, the Company accrued in "accrued
expenses and other," $400,000 for the difference between the face value of the
promissory note and the value of the underlying stock collaterizing the note.
In February 2002, Hollywood Media issued 1,163 shares of common stock
valued at $6,390 in connection with an amendment to a settlement agreement. The
shares were valued at the market price of the common stock on the date the
amendment was entered into.
On March 27, 2002, Hollywood Media issued 20,777 shares of common stock
valued at $136,920 for payment of Hollywood Media's 401(k) employer match for
calendar year 2001.
During the first quarter of 2002, Hollywood Media issued 54,392 shares
of unrestricted common stock valued at $293,095, calculated using the closing
market price on the various dates of issuance in accordance with the Hollywood
Media 2000 Stock Incentive Plan.
During the first quarter of 2002, Hollywood Media completed net
issuances of 34,644 shares of common stock upon the exercise of outstanding
stock options and warrants for which no proceeds were received. Additionally, in
accordance with EITF Issue No. 00-23 "Issues Related to the Accounting for Stock
Compensation Under APB Opinion No. 25 and FASB Interpretation No. 44", Hollywood
Media recorded $97,633 of compensation expense.
On May 15, 2002, Hollywood Media issued 28,571 restricted shares of
common stock valued at $110,284 to the previous owner of BroadwayTheater.com
under the terms of an earn-out provision in the Asset Purchase Agreement.
Pursuant to this provision the previous owner is entitled to additional
consideration if specified gross profit targets are attained in each of the
three years following the acquisition. This stock issuance represents payment
for year two of the earn-out provision. The value of the shares was recorded as
additional goodwill.
On June 28, 2002, Hollywood Media issued 21,969 shares of common stock
valued at $37,479 to the holders of the convertible debentures for interest due
for the period May 22, 2002 to June 30, 2002.
In May 2001, Hollywood Media sold 1,252,789 shares of common stock to
three investors (Viacom, Societe Generale, and Velocity) in a private placement.
These investors were, under certain circumstances entitled to receive additional
shares of common stock upon exercise of the series B warrants for no additional
consideration if the average market price of Hollywood Media's common stock
falls below a specified average price per share. The series B warrants were
exercisable on the last day of each twenty trading day period that began on June
16, 2002 and September 16, 2002. The market price of the common stock under the
series B warrants is defined as the average of the ten lowest closing sales
prices of the common stock during the twenty trading days following each of
these two dates, but can be no less than $2.15. The number of shares issuable
upon exercise of a series B warrant on each of the two exercise dates was equal
to (1) the lower of $3.03 or market price minus the market price, divided by (2)
the market price, and multiplied by (3) a number of shares specified in each
series B warrant. On July 24, 2002, Hollywood Media issued 218,009 shares of
common stock pursuant to an exercise notice received from Viacom for the June
16, 2002 adjustment period; no further common shares are issuable to Viacom in
this private placement. In addition, Viacom subsequently returned the shares and
warrants issued pursuant to an exchange agreement entered into on August 28,
2002, see further description below. One of the investors, Societe Generale,
67
failed to comply with certain provisions of the Securities Purchase Agreement
between the parties and therefore Hollywood Media believes that Societe Generale
is not entitled to any of the additional 328,275 shares of common stock that may
otherwise be issuable to it under the warrants. On May 21, 2002, Hollywood Media
entered into an agreement with Velocity, an investor that participated in the
May 2001 private placement, to cancel the outstanding series B Warrant dated May
1, 2001 and in consideration amended the terms of the series A warrant dated May
1, 2001 held by Velocity to change the exercise price of the series A warrant
from $6.44 per share to $5.25 per share. Therefore, no further shares are
issuable to Velocity on account of the series B warrant. In summary, no further
shares are issuable to any of the three investors on account of the series B
warrants.
On August 28, 2002, an Exchange Agreement ("Exchange Agreement"), was
entered into among Hollywood Media, its wholly owned subsidiaries,
hollywood.com, Inc. and Broadway.com, Inc., and Viacom Inc. Pursuant to the
Exchange Agreement, Viacom reconveyed to Hollywood Media an aggregate of
8,614,687 shares of Hollywood Media's common stock, $.01 par value per share,
and warrants held by Viacom to purchase 262,973 shares of Hollywood Media's
common stock were cancelled. The common stock and warrants had a fair value of
$10,656,657 at the time of the Exchange Agreement. Viacom also paid Hollywood
Media $2.0 million in cash. Hollywood Media retained $5.0 million in non-cash
advertising and promotion across CBS properties for use through December 31,
2003. Each of the Advertising and Promotion Agreement and Content License
Agreement, dated as of January 3, 2000, between hollywood.com, Inc. and Viacom,
including hollywood.com, Inc.'s right to air additional advertising and
promotion on CBS properties, were terminated. The remaining recorded value of
the terminated advertising and promotion under the Advertising and Promotion
Agreement and Content License Agreement at the time of the Exchange Agreement
was $70,998,003 (representing approximately $49 million in stated advertising).
Hollywood Media recorded a non-cash impairment loss of $58,341,346 in August
2002, the difference between the advertising cancelled and the fair value of the
common stock and warrants returned by Viacom, plus the $2.0 million in cash paid
by Viacom. In addition, during 2001 Viacom had prepaid to Hollywood Media, in
cash, for advertising to be delivered in 2002 and 2003. At August 28, 2002, the
value of the deferred advertising revenue remaining on Hollywood Media's balance
sheet was $1,066,666. This balance reduced the impairment loss recorded. The
aggregate impairment loss recorded in August 2002 was $57,274,680.
On October 3, 2002, Hollywood Media issued 52,896 shares of common
stock valued at $63,518 to the holders of the convertible debentures for
interest due for the period July 1, 2002 to September 30, 2002.
On October 15, 2002, Hollywood Media issued 12,594 shares of common
stock valued at $15,123 to the holders of the convertible debentures for
interest due for the period July 1, 2002 to September 30, 2002.
During the year ended December 31, 2002, Hollywood Media issued stock
options and warrants valued at $641,269 to independent third parties for
services rendered.
Pursuant to Hollywood Media's stock repurchase plan, during the year
ended December 31, 2002 Hollywood Media repurchased 111,600 shares of common
stock. Cumulatively, Hollywood Media has repurchased 638,600 shares of common
stock for an aggregate consideration of $4,216,915 at an average price of $6.60
per share. This plan is no longer in effect.
In addition to the transactions described above, Hollywood Media
occasionally issues equity instruments to third parties in exchange for
services. In summary, during 2002, 2001 and 2000, Hollywood Media issued equity
instruments with an aggregate fair value of $934,364, $709,640 and $457,781
respectively, in exchange for services. Equity instruments issued for services
in 2002 include options and warrants to purchase 519,845 shares of common stock
with an aggregate fair value of $934,364. Equity instruments issued for services
in 2001 include 64,764 shares of common stock valued at $342,530 and options and
warrants to purchase 202,170 shares of common stock with an aggregate fair value
68
of $367,110. Equity instruments issued for services in 2000 include 14,511
shares of common stock valued at $105,834 and options and warrants to purchase
172,800 shares of common stock with an aggregate fair value of $351,947. Shares
of common stock issued for services are valued at the market price of our common
stock. Stock options and warrants are valued using the Black Scholes valuation
model. The value of the equity instruments is calculated as of the measurement
date, which is usually the date that performance is assured.
The table below summarizes the nature of services received, fair value
of equity instruments issued and the classification in the accompanying
statements of operations.
Year Ended December 31,
------------------------------
2002 2001 2000
-------- -------- --------
Cost of sales
Royalty $ -- $ 24,084 $ --
General and administrative expenses
Consulting services (a) 641,269 221,435 150,056
Packaging fees -- 95,044 28,824
Selling and marketing
Marketing services -- -- 201,891
Salaries and benefits
Employee stock bonus -- 122,009 29,065
Stock incentive program 293,095 77,977 --
Acceleration of vesting -- 47,500 --
Other expense -- 121,591 --
Interest expense -- -- 47,945
-------- -------- --------
$934,364 $709,640 $457,781
======== ======== ========
(a) Consulting services include payments to third parties for investor relation
services and investment banking services.
(13) STOCK OPTION PLANS AND EMPLOYEE STOCK BASED COMPENSATION:
---------------------------------------------------------
1993 Stock Option Plan
----------------------
Under Hollywood Media's 1993 Stock Option Plan (the "1993 Plan"),
3,000,000 shares of Hollywood Media's common stock are reserved for issuance
upon exercise of options. In addition, the 1993 Plan provides that the number of
shares reserved for issuance thereunder will automatically be increased on the
first day of each fiscal quarter of Hollywood Media so that such number equals
12.5% of Hollywood Media's outstanding shares of common stock. The 1993 Plan is
designed to serve as an incentive for retaining qualified and competent
consultants and employees. The Stock Option Committee of Hollywood Media's Board
of Directors (the "Committee") administers and interprets the 1993 Plan and is
authorized to grant options thereunder to all eligible consultants, employees
and officers of Hollywood Media.
The 1993 Plan provides for the granting of both "incentive stock
options" (as defined in Section 422 of the Internal Revenue Code of 1986, as
amended) and nonqualified stock options. Options are granted under the 1993 Plan
on such terms and at such prices as determined by the Committee. Each option is
exercisable after the period or periods specified in the option agreement, but
no option can be exercised until six months after the date of grant, or after
the expiration of 10 years from the date of grant. Options granted under the
69
1993 Plan are not transferable other than by will or by the laws of descent and
distribution. The 1993 Plan also authorizes Hollywood Media to make loans to
employees to enable them to exercise their options. Such loans must (i) provide
for recourse to the optionee, (ii) bear interest at a rate no less than the rate
of interest payable by Hollywood Media to its principal lender at the time the
loan is made, and (iii) be secured by the shares of common stock purchased. No
such loans were made in 2002, 2001 or 2000.
As of December 31, 2002, options to purchase 2,047,452 shares of common
stock were outstanding under the 1993 Plan and 139,560 options issued under the
1993 Plan had been exercised.
2000 Stock Incentive Plan
-------------------------
In December 2000, the Board of Directors and Hollywood Media's
shareholders approved Hollywood Media's 2000 Stock Incentive Plan (the "2000
Plan"). The purpose of the 2000 Plan is to advance the interests of Hollywood
Media by providing an additional incentive to attract, retain and motivate
highly competent persons as officers and key employees of, and consultants to,
Hollywood Media and its subsidiaries and affiliates and to encourage stock
ownership in Hollywood Media by such persons by providing them opportunities to
acquire shares of Hollywood Media's common stock, or to receive monetary
payments based on the value of such shares pursuant to the benefits described
therein. Additionally, the 2000 Plan is intended to assist in further aligning
the interest of Hollywood Media's officers, key employees and consultants to
those of its other stockholders.
Under the 2000 Plan, 1,000,000 shares of common stock are reserved for
issuance upon exercise of benefits granted under the 2000 Plan. In addition, the
2000 Plan provides that the number of shares reserved for issuance thereunder
are automatically increased on the first day of each fiscal quarter of Hollywood
Media beginning on January 1, 2001, so that such number shall equal the lesser
of 2,000,000 shares of Common Stock (subject to adjustment in accordance with
Section 13 thereof) or five percent (5%) of Hollywood Media's outstanding common
stock. The maximum number of shares of Common Stock with respect to which
benefits may be granted or measured to any individual participant under the Plan
during the term of the Plan shall not exceed 750,000; provided, however, that
the maximum number of shares of Common Stock with respect to which Stock Options
and Stock Appreciation Rights may be granted to an individual participant under
the Plan during the term of the Plan shall not exceed 750,000 (in each case
subject to adjustments made in accordance with Section 13 thereof). If any
benefit granted pursuant to the 2000 Plan terminates, expires, or is canceled or
surrendered, in whole or in part, shares subject to the unexercised portion may
again be issued pursuant to the 2000 Plan. The shares acquired upon exercise of
benefits granted under the 2000 Plan will be authorized and unissued shares of
common stock. Hollywood Media's shareholders do not have any preemptive rights
to purchase or subscribe for the shares reserved for issuance under the 2000
Plan.
The 2000 Plan is administered by the Stock Option Committee, which has
the right to determine, among other things, the persons to whom options are
granted, the number of shares of common stock subject to options, the exercise
price of options and the other terms and conditions thereof. The 2000 Plan
provides for the issuance of Incentive Stock Options and Nonqualified Stock
Options. An Incentive Stock Option is an option to purchase common stock that
meets the definition of "incentive stock option" set forth in Section 422 of the
Internal Revenue Code of 1986. A Nonqualified Stock Option is an option to
purchase common stock that meets certain requirements in the plan but does not
meet the definition of an "incentive stock option" set forth in Section 422 of
the Code. In addition, the Benefits under the Plan may be granted in any one or
a combination of Options, Stock Appreciation Rights, Stock Awards, Performance
Awards and Stock Units. Upon receiving grants of benefits, each holder of
benefits must enter into a benefit agreement with Hollywood Media that contains
the appropriate terms and conditions as determined by the Stock Option
Committee.
70
As of December 31, 2002, options to purchase 145,867 shares of common
stock were outstanding under the 2000 Plan and 98,265 options issued under the
2000 Plan were exercised during 2002.
Directors Stock Option Plan
---------------------------
Hollywood Media has established the Directors Stock Option Plan for
directors, which provides for automatic grants to each director of options to
purchase shares of Hollywood Media's common stock having a market value at the
time of grant equal to $25,000 (i) upon a person's election as a director and
(ii) each year thereafter upon such person's reelection as a director of
Hollywood Media, in both instances at an exercise price equal to the fair market
value of the common stock on the date of grant. A total of 150,000 shares of
common stock have been reserved for issuance upon exercise of options granted
under the Directors Stock Option Plan. Options granted under the Directors Stock
Option Plan become exercisable in full six months after the date of grant and
expire five years after the date of grant. The Board of Directors, at its
discretion, may cancel all options granted under the Directors Stock Option Plan
that remain unexercised on the date of consummation of certain corporate
transactions described in the Directors Stock Option Plan.
As of December 31, 2002, options to purchase 85,477 shares of common
stock were outstanding under the Directors Plan and no shares have been
exercised.
On December 14, 2001, Hollywood Media cancelled 1,045,000 stock options
that were issued to Hollywood Media's Chairman of the Board and Chief Executive
Officer and Vice Chairman and President in exchange for the issuance of 520,682
shares of restricted common stock. The approximate value of the stock options,
utilizing Black Scholes, was equal to the value of the stock for which it was
exchanged. The shares were issued on January 2, 2002 and all such shares were
vested on January 1, 2003. The shares were valued at $2,280,587 on December 14,
2001 and recorded as deferred compensation in accompanying consolidated balance
sheet. Compensation expense of $2,174,368 and $106,219 was recorded in 2002 and
2001, respectively.
71
A summary of all stock option and warrant transactions for the years ended
December 31, 2002, 2001 and 2000 are as follows:
Stock Options Warrants
--------------------- ----------------------
Weighted Weighted
Average Average
Stock Option Exercise Exercise
Shares Price Shares Price
---------- ------ ---------- ------
Outstanding at December 31, 1999 2,790,151 $ 14.10 1,126,776 $ 10.07
Granted 771,808 11.36 1,505,427 5.91
Exercised (128,123) 6.06 (1,352,749) 4.94
Cancelled (713,346) 15.58 (17,357) 5.31
---------- ----------
Outstanding at December 31, 2000 2,720,490 13.70 1,262,097 11.97
Granted 1,162,014 4.43 809,059 5.78
Exercised (56,210) 3.57 -- --
Cancelled (1,212,635) 15.60 (26,984) 8.01
Expired (37,675) 6.26 (11,000) 7.80
---------- ----------
Outstanding at December 31, 2001 2,575,984 8.92 2,033,172 9.58
Granted 303,500 3.37 971,590 3.12
Exercised (42,555) 4.01 (50,000) 3.70
Cancelled (468,758) 9.03 (262,973) 6.96
Expired (89,375) 17.37 (64,735) 16.08
---------- ----------
Outstanding at December 31, 2002 2,278,796 $ 7.92 2,627,054 $ 7.33
========== ==========
At December 31, 2002, a total of 952,548 and 64,523 options were
available for future grant under the 1993 Plan and Directors Stock Option Plan,
respectively. At December 31, 2002 there were 1,286,439 options available for
future grant under the 2000 Plan. Additionally, at December 31, 2002, 2001 and
2000, 1,156,788, 1,043,644 and 998,616 stock options and 2,607,584, 1,963,702
and 560,227 warrants were exercisable, respectively.
The weighted average fair value of all options and warrants granted in
2002, 2001 and 2000 was $2.10, $2.78 and $7.76 per share, respectively.
The exercise prices of some options differ from the market price of the
stock on the grant date. The following table summarizes weighted average
exercise prices and fair value of options and warrants granted whose exercise
price equals, exceeds or is less than the market price of the stock on the grant
date.
72
2002 2001 2000
---- ---- ----
Exercise Price Equals Market Price
Weighted average exercise price $ 3.48 $ 4.40 $ 11.96
Weighted average fair value 2.69 2.86 10.01
Exercise Price Exceeds Market Price
Weighted average exercise price 3.67 5.32 10.16
Weighted average fair value 2.48 2.72 8.77
Exercise Price is Less Than Market Price
Weighted average exercise price 1.72 3.50 19.10
Weighted average fair value .97 3.03 16.24
The following table summarizes information about stock options and warrants
outstanding at December 31, 2002:
OPTIONS AND WARRANTS OUTSTANDING EXERCISABLE
--------------------------------------------------------------------------------- ----------------------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
----------------------- --------------- ---------------- -------------- ---------------- -------------
$ .01 - 2.99 497,764 3.11 $ 1.57 365,764 $ 1.63
3.00 - 5.99 2,243,689 3.16 4.37 1,557,912 4.39
6.00 - 7.99 845,081 2.69 6.56 734,206 6.54
8.00 - 14.75 482,469 1.88 10.85 396,016 10.68
14.76 - 17.75 353,211 2.29 17.07 249,397 17.10
17.76 - 23.00 483,636 2.22 20.48 461,077 20.49
---------- ----------
4,905,850 $ 7.60 3,764,372 $ 8.02
========== ==========
73
Had compensation cost for the 1993 Plan and the Directors Stock Option
Plan been determined consistent with SFAS No. 123, as amended by SFAS No. 148,
Hollywood Media's net loss and loss per share would have increased to the
following pro forma amounts:
Year ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
Reported net loss $(81,550,116) $(41,829,905) $(51,847,500)
Non-cash compensation expense under intrinsic value method 97,633 -- --
Stock-based employee compensation expense under the fair
value method (4,045,923) (6,954,413) (7,947,935)
------------ ------------ ------------
Adjusted net loss $(85,498,406) $(48,784,318) $(59,795,435)
============ ============ ============
Reported net loss per share $ (3.18) $ (1.61) $ (2.23)
============ ============ ============
Adjusted net loss per share $ (3.33) $ (1.87) $ (2.57)
============ ============ ============
Number of ordinary shares used in computation
basic and diluted 25,679,706 26,056,911 23,270,862
============ ============ ============
The fair value of each option grant is estimated on the date of the
grant using an option pricing model with the following weighted average
assumptions used for grants in 2002, 2001 and 2000: average risk free interest
rates of 3.86%, 4.51% and 6.25%, respectively; expected lives of 2 years for two
year options, 3 years for three year options and 5 years for five and ten year
options; and expected volatility ranging from 81.09% to 86.59% in 2002, 74.91%
to 81.45% in 2001 and 147.7% to 173.2% in 2000.
In 2002, 2001 and 2000, Hollywood Media recorded an expense of
$641,269, $367,110 and $428,716, respectively, related to stock options and
warrants granted on various dates to non-employees of Hollywood Media in
exchange for services.
Employee Stock Based Compensation
---------------------------------
In 2001, $47,500 was recorded as additional compensation expense due to
the acceleration of vesting of a stock option by an employee. In 2001, 17,580
shares of Hollywood Media, valued at $77,977 were issued in accordance with the
Hollywood Media 2000 Stock Incentive Plan. In 2000, Hollywood Media issued 5,000
shares of restricted common stock as an incentive stock bonus to an employee,
valued at $29,065, the fair market value of the common stock on the date of
issuance. In 2001, Hollywood Media issued 24,715 shares of restricted common
stock as incentive stock bonuses to employees, valued at $122,009, the fair
market value of the common stock on the date of issuance. Hollywood Media
recorded $293,095, $455,772 and $233,198 as compensation expense for the twelve
months ended December 31, 2002, 2001 and 2000, respectively.
(14) INCOME TAXES:
-------------
Hollywood Media is in a loss position for both financial and tax
reporting purposes. Hollywood Media follows SFAS No. 109, "Accounting for Income
Taxes" which requires, among other things, recognition of future tax benefits
measured at enacted rates attributable to deductible temporary differences
between financial statement and income tax bases of assets and liabilities and
to tax net operating loss carryforwards to the extent that realization of said
benefits is "more likely than not". The primary item giving rise to such
deferred tax asset is a loss carryforward of approximately $133,471,371 as a
result of the operating losses incurred for the period from inception (January
22, 1993) to December 31, 2002. However, due to the uncertainty of Hollywood
Media's ability to generate taxable income in the future, and, to the extent
taxable income is generated in the future, the uncertainty as to Hollywood
Media's ability to utilize its loss carryforwards subject to the "ownership
change" provisions of Section 382 of the U.S. Internal Revenue Code, Hollywood
Media has established a valuation allowance for the full amount of the deferred
tax asset.
74
The loss carryforwards expire as follows:
2009 $ 4,169,311
2010 7,980,999
2011 5,794,904
2017 5,628,982
2018 7,935,516
2019 19,574,929
2020 44,840,371
2021 37,552,359
2022 24,149,313
--------------
$ 157,626,684
==============
The components of Hollywood Media's deferred tax assets and liabilities
consist of the following at December 31:
2002 2001
------------ ------------
Net tax basis in excess of book basis for
certain assets and liabilities $ 356,409 $ 646,000
Net operating loss carryforwards 59,371,017 46,472,050
------------ ------------
59,727,426 47,118,050
Valuation allowance (59,727,426) (47,118,050)
------------ ------------
Net deferred tax asset/liability $ -- $ --
============ ============
The primary difference between the book loss at the statutory rate and
the effective tax rate is the change in the valuation allowance.
(15) INVESTMENTS AND ADVANCES TO EQUITY METHOD INVESTEES:
----------------------------------------------------
Investments and advances to equity method investees consist of the
following:
December 31,
----------- -----------
2002 2001
----------- -----------
NetCo Partners (a) $ 615,147 $ 1,527,494
MovieTickets.com (b) (4,975) (4,975)
Beach Wrestling LLC (c) -- --
----------- -----------
$ 610,172 $ 1,522,519
=========== ===========
(a) Netco Partners:
In June 1995, Hollywood Media and C.P. Group, Inc. ("C.P. Group"), a
company in which Tom Clancy is a shareholder, entered into an agreement to form
NetCo Partners (the "Netco Joint Venture Agreement"). NetCo Partners is engaged
in the development and licensing of Tom Clancy's NetForce.
Hollywood Media and C.P. Group are each 50% partners in NetCo Partners.
C.P. Group contributed to NetCo Partners all rights to Tom Clancy's NetForce,
and Hollywood Media contributed to NetCo Partners all rights to Tad Williams'
MirrorWorld, Arthur C. Clarke's Worlds of Alexander, Neil Gaiman's Lifers, and
Anne McCaffrey's Saraband.
75
Pursuant to the terms of the NetCo Partners Joint Venture Agreement,
Hollywood Media is responsible for developing, producing, manufacturing,
advertising, promoting, marketing and distributing NetCo Partners' illustrated
novels and related products and for advancing all costs incurred in connection
therewith. All amounts advanced by Hollywood Media to fund NetCo Partners'
operations are treated as capital contributions of Hollywood Media and Hollywood
Media is entitled to a return of such capital contributions before distributions
of cash flow are split equally between Hollywood Media and C.P. Group.
NetCo Partners has signed several significant licensing agreements for
Tom Clancy's NetForce. These agreements include three book licensing agreements
for North American rights to a series of adult and young adult books with the
Berkley Publishing Group, an audio book agreement with Random House Audio
Publishing, and licensing agreements with various foreign publishers for rights
to publish Tom Clancy's NetForce books in eight different languages. These
contracts typically provide for payment of non-refundable advances to NetCo
Partners upon achievement of specific milestones, and for additional royalties
based on sales of the various products at levels in excess of the levels
implicit in the non-refundable advances. NetCo Partners recognizes revenue
pursuant to these contracts when the earnings process has been completed based
on performance of all services and delivery of completed manuscripts.
Hollywood Media accounts for its investment in NetCo Partners under the
equity method of accounting, recognizing 50% of NetCo Partners' income or loss
as Equity in Earnings of Investments. Since NetCo Partners is a partnership, any
income tax payable is passed through to the partners. The revenues, gross profit
and net income of NetCo Partners for the fiscal years ended December 31, 2001,
2000 and 1999 are presented below:
Year Ended December 31,
-------------------------------------
2002 2001 2000
--------- --------- ---------
Revenues $1,559,447 $5,601,056 $5,658,803
Gross Profit 1,247,009 4,607,288 4,642,968
Net Income 1,100,476 4,325,260 4,600,835
Company's Share
of Net Income 550,238 2,162,630 2,300,418
As of December 31, 2002 NetCo Partners has $2,450,397 in accounts
receivable. These accounts receivable are not included in Hollywood Media's
consolidated balance sheets.
NetCo Partners' deferred revenues, consisting of advances received but
not yet recognized as income, amounted to $1,510,936 as of December 31, 2002.
These deferred revenues are not included in Hollywood Media's consolidated
balance sheet.
As of December 31, 2002, Hollywood Media has received cumulative profit
distributions from NetCo Partners since its formation totaling $8,452,359, in
addition to reimbursement of substantially all amounts advanced by Hollywood
Media to fund the operations of NetCo Partners.
(b) MovieTickets.com Inc.
Hollywood Media entered into a joint venture agreement on February 29,
2000 with the movie theater chains AMC Entertainment Inc. (AMC) and National
Amusements, Inc. to form MovieTickets.com, Inc. ("MovieTickets.com"). In August
2000, the joint venture entered into an agreement with Viacom Inc. to acquire a
five percent interest in the joint venture for $25 million of advertising over 5
years. In addition to the Viacom advertising and promotion, MovieTickets.com is
promoted through on-screen advertising in each participating exhibitor's movie
76
screens. In March 2001, America Online Inc. ("AOL") purchased a 3% convertible
preferred equity interest in MovieTickets.com for $8.5 million in cash. In
connection with this transaction, MovieTickets.com's ticket inventory is
promoted throughout AOL's interactive properties and ticket inventory of AOL's
Moviefone is featured in MovieTickets.com.
Hollywood Media owns 26.4% of the equity in MovieTickets.com, Inc.
joint venture at December 31, 2002. Excluding AOL's 3% convertible preferred
equity interest, Hollywood Media shares in 27.1% of the losses or income
generated by the joint venture at December 31, 2002. Hollywood Media records its
investment under the equity method of accounting, recognizing its percentage of
ownership of MovieTickets.com income or loss as equity in earnings of
investments. Since the investment has been reduced to near zero, Hollywood Media
is currently not providing for additional losses generated by MovieTickets.com
as Hollywood Media has not guaranteed to fund future losses, if any, generated
by MovieTickets.com. Hollywood Media recorded a loss of zero, $453,358 and
$394,286 in its investment in MovieTickets.com for fiscal 2002, 2001 and 2000,
respectively. During fiscal 2000, Hollywood Media contributed $500,000 in cash
to MovieTickets.com and issued warrants to AMC to acquire 90,573 shares of
common stock at an exercise price of $17.875 per share valued at $1,000,000. The
fair market value of the warrant was recorded as additional investment and is
being amortized over a period of ten years. During 2001, we loaned
MovieTickets.com $100,000. All loans made to MovieTickets.com were repaid in
cash with interest in March 2001.
MovieTickets.com is a leading destination for the purchase of movie
tickets through the Internet. Hollywood Media launched the MovieTickets.com web
site in May 2000 with several major theater exhibitors. The MovieTickets.com web
site allows users to purchase movie tickets and retrieve them at "will call"
windows or kiosks at theaters. The web site also features bar coded tickets that
can be printed at home and presented directly to the ticket taker at
participating theaters. The web site contains movie content from Hollywood.com
for all current and future release movies, movie reviews and synopses, digitized
movie trailers and photos, and box office results. The web site generates
revenues from service fees charged to users for the purchase of tickets and the
sale of advertising which includes ads on the "print-at-home" ticket. Service
fees on ticket sales were introduced in November 2000. MovieTickets.com's
current participating exhibitors include AMC Entertainment, Inc., National
Amusements, Inc., Famous Players, Inc., Hoyt's Cinemas, Marcus Theaters, and
other regional exhibitors.
(c) Beach Wrestling LLC
On November 10, 2000 an indirect wholly-owned subsidiary of Hollywood
Media entered into an agreement with Cisnernos Television Group (CTG) and Siegel
Partners to form Beach Wrestling LLC, each having one-third ownership interest.
Beach Wrestling LLC was formed to develop, market and distribute wrestling
events via television and the Internet and under the "Beach Wrestling" brand.
This investment was recorded under the equity method of accounting. An indirect
wholly owned subsidiary of Hollywood Media had loaned a total of $238,880 to
Beach Wrestling LLC. This loan was written-off in December 2001. No further
obligations remain by Hollywood Media Corp. to this joint venture.
(16) COMMITMENTS AND CONTINGENCIES:
------------------------------
Operating Leases -
------------------
Hollywood Media conducts its operations in various leased facilities,
under leases that are classified as operating leases for financial statement
purposes. Certain leases provide for payment of real estate taxes, common area
maintenance, insurance, and certain other expenses. Lease terms expire at
various dates through the year 2010. Also, certain equipment used in Hollywood
Media's operations is leased under operating leases. Operating lease commitments
at December 31, 2002 are as follows:
77
Year Amount
---------- ------------------
2003 $ 1,181,255
2004 1,152,050
2005 1,141,376
2006 1,058,725
2007 804,448
Thereafter 1,324,348
---------------
Total $ 6,662,202
===============
The fixed operating lease commitments detailed above assume that
Hollywood Media continues the leases through their initial lease terms. Rent
expense, including equipment rentals, was $1,206,337, $1,186,305 and $1,340,747
during 2002, 2001 and 2000, respectively, and is included in general and
administrative expenses in the accompanying consolidated statements of
operations.
Employment Agreements -
-----------------------
Effective July 1, 1998, Hollywood Media extended its employment
agreement with each of Mitchell Rubenstein, to serve as Chairman of the Board
and Chief Executive Officer, and Laurie Silvers, to serve as Vice Chairman of
the Board and President for an additional five-year term. Mitchell Rubenstein
and Laurie Silvers are also shareholders in Hollywood Media. The terms of each
of the employment agreements will automatically be extended for successive
one-year terms unless Hollywood Media or the executive gives written notice to
the other at least 90 days prior to the then scheduled expiration date. Each of
the employment agreements provides for an annual salary, (currently set at
$294,310 subject to cost-of-living increases), an annual bonus of an amount
determined by the Board of Directors (but not less than $25,000), and an
automobile allowance of $650 per month. Each employment agreement generally
provides that the executive will continue to receive his or her salary until the
expiration of the terms of the employment agreements if the executive's
employment is terminated by Hollywood Media for any reason other than death,
disability or cause (as defined in the employment agreements), or for a period
of 12 months after termination of the employment agreement as a result of the
executive's disability, and that the executive's estate will receive a lump-sum
payment equal to one year's base salary plus a pro rata portion of any bonus to
which the executive is entitled upon termination of the employment agreement by
reason of the executive's death. A termination by Hollywood Media of the
employment of one of the executives will constitute a termination without cause
of the other executive for purposes of the employment agreements. Each
employment agreement also prohibits the executive from directly or indirectly
competing with Hollywood Media for one year after termination of the employment
agreement for any reason except Hollywood Media's termination of the executive's
employment without cause. If a change of control (as defined in the employment
agreements) occurs, the employment agreements provide for the continued
employment of the executives until the earlier of two years following the change
of control or the then scheduled expiration date of the term of employment. In
addition, following a change of control, if the executive's employment is
terminated by Hollywood Media other than for cause or by reason of the
executive's death or disability, or by the executive for certain specified
reasons (such as a reduction of the executive's compensation or diminution of
the executive's duties), the executive will receive a lump-sum cash payment
equal to three times the executive's then existing base salary and most recent
annual bonus. Mitchell Rubenstein and Laurie Silvers each received compensation
for the years ended December 31, 2002, 2001 and 2000 of $213,110, $252,536 and
$285,660 respectively, which is included in salaries and benefits in the
accompanying consolidated statements of operations. Compensation in 2001 and
2000 includes a portion of wages that were deferred in 2000 and 1999,
respectively. Additionally, four months of salaries were deferred and paid in
January of 2003 for both Mitchell Rubenstein and Laurie Silvers.
78
Shareholder/Director Consulting Agreement -
-------------------------------------------
Hollywood Media is obligated under a ten-year consulting agreement,
which expires November 2003, to pay Martin Greenberg, the Chief Executive
Officer of Tekno Books (who is also one of its shareholders/directors), $30,000
per year for consulting services. Dr. Greenberg provides consulting services on
intellectual properties owned by Hollywood Media including introductions to
best-selling authors. The agreement can be terminated by either Hollywood Media
or the shareholder/director beginning in January 1988 or under certain other
conditions.
The consulting agreement was amended on December 9, 1994 (1) to provide
that Dr. Greenberg will have the exclusive right to package novelizations based
on Hollywood Media's entertainment properties, and (2) in lieu of future annual
stock option grants to which Dr. Greenberg was entitled under the original
agreement, to grant Dr. Greenberg options to purchase 17,778 shares of common
stock at an exercise price of $8.4375 per share (the then approximate market
price of the common stock). Dr. Greenberg received the stock options and
receives the consulting fees in lieu of a base salary. The packaging fee,
referred to (1) above, in this paragraph, which is typically equal to 25% of the
revenues from the books, is paid for the procurement and delivery of all new
text required by the publisher for the books. During 2002, Hollywood Media
accrued $310,962 in packaging fees pursuant to this contract, and $1,621
remained payable at December 31, 2002. During 2001, Hollywood Media accrued
$317,013 in packaging fees pursuant to this contract, of which $95,044 was paid
with 22,469 shares of common stock, $87,954 was paid in cash and $134,015
remained payable at December 31, 2001.
Litigation -
------------
Water Garden Company LLC, as Plaintiff, v. Hollywood Media Corp., a
Florida corporation; hollywood.com, Inc., a California corporation (and
subsidiary of Hollywood Media Corp.); and The Tribune Company (as successor in
interest to the Times Mirror Company), as Defendants; filed July 16, 2001 in the
Superior Court of the State of California for the County of Los Angeles. Water
Garden Company LLC filed suit against Hollywood Media, its subsidiary,
hollywood.com, Inc., and The Tribune Company, among others, claiming damages as
a result of alleged defaults by hollywood.com, Inc. under a lease for office
space entered into by hollywood.com, Inc., as lessee, and Water Garden Company
LLC, as lessor. The stated lease term is from January 1999 through December
2003. The Tribune Company guaranteed hollywood.com, Inc.'s lease obligations.
Hollywood Media has contractual indemnification obligations to The Tribune
Company relating to The Tribune Company's guaranty of the lease. The claims
against Hollywood Media, but not hollywood.com, Inc., have been dismissed.
On March 25, 2003, the court in this action (the "Water Garden
Lawsuit") issued its Ruling on Motion for Summary Judgment and Summary
Adjudication, in which it granted, before trial, the motion of plaintiff for
summary judgment against defendants hollywood.com, Inc. and The Tribune Company.
This Ruling will likely result in entry of a money judgment in the Water Garden
Lawsuit against hollywood.com, Inc. and The Tribune Company, jointly and
severally, of approximately $1,060,000, together with additional amounts for
litigation costs and attorneys' fees. Interest would accrue on any judgment at
the rate of ten percent per annum until paid. Based on the advice of our outside
legal counsel, we believe that hollywood.com, Inc. has meritorious grounds for
appeal, and a reasonable possibility exists of the appellate court reversing the
trial court's summary judgment ruling.
In the event that an appeal is taken in the Water Garden Lawsuit, it is
not possible at this time to estimate the probability of a favorable or
unfavorable outcome of such an appeal, and accordingly we cannot and do not
provide any such evaluation. If an appeal were taken and the appeal were
successful, it is probable that the matter would then be remanded to the trial
court for trial.
The anticipated judgment in the Water Garden Lawsuit will be for rent
accrued under the lease through the date of the judgment, however, the facial
79
termination date of the lease is December 31, 2003. Accordingly, it is probable
that the plaintiff in the Water Garden Lawsuit will file one or more subsequent
actions against hollywood.com, Inc. and Tribune Company claiming additional
amounts representing rent allegedly accruing after the date of the judgment
through December 31, 2003, together with litigation costs and attorneys fees.
Hollywood Media believes that hollywood.com, Inc. has valid grounds for
appeal and defenses to such claims. Recognizing that the ultimate outcome of
this case is uncertain, Hollywood Media has accrued on its books, as of December
31, 2002, an amount which it believes is adequate to account for potential
liability for this matter, and we will continue to evaluate the matter as the
litigation process proceeds.
Steven B. Katinsky v. The Times Mirror Company, hollywood.com, Inc. and
Hollywood Online Inc. filed September 8, 2000 in Superior Court of the State of
California for the County of Los Angeles. This dispute involved a claim against
The Tribune Company (formerly The Times Mirror Company) and Hollywood Media
seeking a performance cycle bonus allegedly owing to the plaintiff by Tribune
Company in connection with the sale of Hollywood Online Inc. from Tribune
Company to Hollywood Media. The claimant was seeking monetary damages in excess
of $19.8 million for alleged fraud by the defendants in connection with the sale
of Hollywood Online Inc. to Hollywood Media. The lawsuit was dismissed in
December 2000 and the parties were ordered to arbitrate the dispute. The parties
settled the dispute and in November 2001, a settlement was reached, whereby the
claimants agreed to dismiss their claims against Hollywood Media, hollywood.com,
Inc. and The Tribune Company in exchange for certain payments by The Tribune
Company. Neither Hollywood Media nor hollywood.com, Inc. was responsible for
paying any portion of the settlement amounts.
Interviews.com v. Hollywood Online, Inc. filed on August 17, 2000 in
Superior Court of the State of California for the County of Los Angeles. The
claim was dismissed in January 2001 and the parties were given the right to
arbitrate the dispute. This dispute involved a claim by Interviews.com that
Hollywood Media's wholly owned subsidiary, hollywood.com, Inc. (formerly known
as Hollywood Online, Inc.) did not timely perform its obligations with respect
to the transfer of several domain names under an Assignment Agreement dated
December 17, 1997. In November 2001, the parties settled the dispute and the
claimants agreed to dismiss their claims against Hollywood Media, hollywood.com,
Inc. and The Tribune Company in exchange for certain payments by The Tribune
Company. Neither Hollywood Media nor hollywood.com, Inc. was responsible for
paying any portion of the settlement amounts.
In addition to the legal proceedings described above, Hollywood Media
is a party to various other legal proceedings including matters arising in the
ordinary course of business. Hollywood Media does not expect such other legal
proceedings to have a material adverse impact on Hollywood Media's financial
condition or results of operations, however, there can be no assurance that such
other matters, if determined adversely, will not have an adverse effect.
(17) SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCIAL ACTIVITIES:
----------------------------------------------------------------------
For The Twelve Months Ended December 31, 2002:
o Capital lease transactions totaled $162,518.
o 54,392 shares of Hollywood Media common stock, valued at
$293,095, were issued under the Hollywood Media 2000 Stock
Incentive Plan.
o Hollywood Media issued 1,163 shares of common stock, valued at
$6,390, to satisfy an outstanding obligation.
o 20,777 shares of Hollywood Media common stock, valued at
$136,920 were issued as payment of Hollywood Media's 401(k)
employer match for calendar year 2001.
80
o Hollywood Media issued 43,044 shares of common stock during the
first quarter of 2002, valued at $187,217, for the extension
of a promissory note guaranteed by Hollywood Media.
o 34,644 shares of Hollywood Media were issued for the net
exercise of stock options and warrants during the first
quarter of 2002.
o Options and warrants, valued at $641,269, under Black Scholes,
were granted for services rendered.
o Hollywood Media issued 28,571 shares of common stock, valued
at $110,284, under the terms of an earn-out provision in
accordance with the acquisition of BroadwayTheater.com.
o Hollywood Media issued 87,459 shares of common stock, valued
at $114,985 for interest due to the holders of the convertible
debentures.
o Pursuant to the exercise of a warrant, Hollywood Media issued
218,009 shares of common stock.
o Prepaid trade credits of $655,500, relating to closed
e-commerce business were written off.
For the Twelve Months ended December 31, 2001:
o Warrants to acquire 70,000 shares of common stock at exercise
prices of $3.00 and $4.25 per share and valued at $266,322
using Black Scholes were granted to placement agents for
proceeds raised in August of 2000.
o Hollywood Media issued 160,000 shares of common stock valued
at $799,564 in exchange for payment of $799,564 in certain
media, goods and services of Hollywood Media by a third party.
o Capital lease transactions totaled $520,418.
o Hollywood Media issued 88,000 shares of common stock, valued at
$495,795 as a payment towards outstanding capital lease obligations.
o Hollywood Media issued 20,931 shares of common stock, valued
at $118,972 for the extension of a promissory note. We
recorded $59,486 as interest expense and $59,486 as other
receivables.
o Hollywood Media issued 28,572 shares of common stock valued at
$150,003 under the terms of an earnout arrangement.
o Pursuant to the exercise of certain warrants Hollywood Media
issued 1,132,845 shares of common stock.
o Hollywood Media issued 44,615 shares of common stock valued at
$213,086 to satisfy outstanding claims against Hollywood
Media.
o Hollywood Media issued 24,715 shares of restricted common
stock valued at $122,009 as incentive stock bonuses to
employees of Hollywood Media.
o 17,580 shares of common stock, valued at $77,977 were issued
under the Hollywood Media 2000 Stock Incentive Plan.
o Additional compensation of $47,500 was recorded resulting from
the acceleration of vesting of a certain stock option
agreement of an employee.
o 1-800-BROADWAY was purchased with 25,000 shares of Hollywood
Media common stock, valued at $87,917.
o Hollywood Media issued 210,731 shares of common stock, valued
at $1,220,132 to acquire the assets of AlwaysI.
o Hollywood Media released 195,874 shares from escrow, valued at
$711,023, pursuant to various conditions satisfied relating to
acquisition of TDI and recorded the amount as goodwill.
o Deferred compensation of $2,280,587 was recorded for the
exchange of stock options for restricted common stock for the
Chairman of the Board and Chief Executive Officer and Vice
Chairman and President of Hollywood Media. The approximate
value of the stock options utilizing Black Scholes, was equal
to the value of the stock for which it was exchanged.
81
o Hollywood Media issued a total of 35,601 shares of common
stock to investors in the May Private Placement pursuant to
the Registration Rights Agreement.
For the twelve months ended December 31, 2000:
o Hollywood Media issued 100,000 shares of common stock, valued
at $1,650,000. This amount was accrued for at December 31,
1999 in accrued reserve for closed stores.
o Warrants to acquire 90,573 shares of common stock at an
exercise price of $17.875 valued at $1.0 million were issued
in connection with Hollywood Media's investment in
MovieTickets.com, Inc.
o Hollywood Media issued common stock with a fair value of
$137,219,386 for CBS advertising and promotion.
o Hollywood Media recorded $5,468,501 in deferred advertising in
connection with the exercise of warrants by Viacom.
o Capital lease transactions totaled $305,273.
o A note payable for $1,928,138 was paid by issuing 152,548
shares of common stock valued at approximately $12.64 per
share.
o Merchandise inventory with a fair market value of $655,500 was
exchanged for barter trade credits in October 2000.
o Hollywood Media issued 5,000 shares of restricted stock valued
at $29,065 as an incentive stock bonus.
o Hollywood Media issued 345,379 shares of common stock for
acquisitions in 2000.
(18) SEGMENT REPORTING:
------------------
Hollywood Media's reportable segments are Broadway ticketing, Data
business, Internet ad sales and other, intellectual properties, e-commerce and
retail. The Broadway ticketing segment sells tickets to live theater events for
Broadway, Off-Broadway and London, online and offline, and to domestic and
international travel professionals including travel agencies and tour operators,
educational institutions and consumers. The Data business segment
licenses entertainment content and data and includes CinemaSource (which
licenses movie showtimes and other movie content), EventSource (which licenses
local listings of events around the country to media, wireless and Internet
companies), AdSource (which creates exhibitor paid directory ads for insertion
in newspapers around the country and Baseline (a flat fee and pay-per-use
subscription web site geared towards professionals in the feature film and
television industry). The Internet ad sales and other segment sells advertising
on Hollywood.com and Broadway.com and offers independent films to subscribers
over the Internet. The intellectual properties segment owns or controls the
exclusive rights to certain intellectual properties created by best-selling
authors and media celebrities, which it licenses across all media. This segment
also includes a 51% interest in Tekno Books, a book development business. The
e-commerce segment, which closed in January 2001, sold entertainment-related
merchandise over the Internet. The retail segment operated retail studio stores
that sold entertainment-related merchandise and was closed in December 1999.
Management evaluates performance based on a comparison of actual profit
or loss from operations before income taxes, depreciation, amortization,
interest and nonrecurring gains and losses to budgeted amounts. There are no
intersegment sales or transfers.
82
The following table illustrates the financial information regarding
Hollywood Media's reportable segments.
Year Ended December 31,
-----------------------------------------------
2002 2001 2000
------------- ------------- -------------
NET REVENUES:
Broadway Ticketing (a) $ 45,817,781 $ 36,038,031 $ 12,278,008
Data Business 6,195,015 5,843,764 5,442,309
Internet Ad Sales and Other 3,828,338 6,434,237 8,777,397
Intellectual Properties 2,396,137 1,823,270 1,998,091
E-Commerce (b) -- 15,499 987,181
Retail (c) -- -- 34,519
------------- ------------- -------------
$ 58,237,271 $ 50,154,801 $ 29,517,505
============= ============= =============
GROSS MARGIN:
Broadway Ticketing (a) $ 6,331,794 $ 5,351,474 $ 1,341,983
Data Business 5,926,507 5,554,788 5,171,503
Internet Ad Sales and Other 3,418,450 6,130,353 7,985,627
Intellectual Properties 1,503,259 816,489 872,276
E-Commerce (b) -- (10,396) (158,826)
Retail (c) -- (8,556) (231,172)
------------- ------------- -------------
$ 17,180,010 $ 17,834,152 $ 14,981,391
============= ============= =============
OPERATING INCOME (LOSS):
Broadway Ticketing (a) (e) $ 1,312,514 $ (9,383,967) $ 186,833
Data Business (121,429) (45,039) 189,555
Internet Ad Sales and Other (d) (f) (71,393,693) (21,356,697) (39,183,183)
Intellectual Properties 1,106,365 439,416 480,105
E-Commerce (b) -- 24,544 (2,521,911)
Retail (c) 16,865 205,681 (512,160)
Corporate Overhead and Other (g) (10,832,002) (12,635,675) (11,587,886)
------------- ------------- -------------
$ (79,911,380) $ (42,751,737) $ (52,948,647)
============= ============= =============
CAPITAL EXPENDITURES:
Broadway Ticketing (a) $ 476,441 $ 77,779 $ 23,863
Data Business 288,127 159,982 326,608
Internet Ad Sales and Other 25,424 450,306 1,210,112
Intellectual Properties 7,025 -- 5,188
E-Commerce (b) -- -- 13,347
Retail (c) -- -- --
Other (h) 630,786 308,741 126,048
------------- ------------- -------------
$ 1,427,803 $ 996,808 $ 1,705,166
============= ============= =============
DEPRECIATION AND
AMORTIZATION EXPENSE:
Broadway Ticketing (a) $ 184,834 $ 74,580 $ 15,581
Data Business 726,262 191,578 127,615
Internet Ad Sales and Other 1,824,261 3,084,044 5,731,996
Intellectual Properties 390 3,986 6,930
E-Commerce (b) -- 1,551 17,483
Retail (c) -- -- --
Other 338,867 5,530,611 5,198,932
------------- ------------- -------------
$ 3,074,614 $ 8,886,350 $ 11,098,537
============= ============= =============
December 31,
-----------------------------------------------
2002 2001 2000
------------- ------------- -------------
SEGMENT ASSETS:
Broadway Ticketing (a) $ 9,499,232 $ 9,278,211 $ 1,762,557
Data Business 3,050,030 1,033,270 1,368,136
Internet Ad Sales and Other (f) 3,599,136 87,697,880 117,375,127
Intellectual Properties 720,819 334,356 482,861
E-Commerce (b) -- 182 45,828
Retail (c) -- -- 17,504
Other 45,199,440 45,026,320 48,226,069
------------- ------------- -------------
$ 62,068,657 $ 143,370,219 $ 169,278,082
============= ============= =============
83
(a) TDI and BroadwayTheater.com, our ticketing businesses, were acquired on
September 15, 2000 and May 1, 2000, respectively. Reported amounts
include results from the dates of acquisition.
(b) The e-commerce segment was closed in January 2001.
(c) The retail segment was closed on December 31, 1999.
(d) Includes $11,251,566, $17,552,470, and $24,244,647 in amortization of
CBS advertising for the years ended December 31, 2002, 2001 and 2000,
respectively.
(e) Includes $10,270,332 in amortization of CBS advertising for the year
ended December 31, 2001.
(f) On August 28, 2002, an Exchange Agreement ("Exchange Agreement"), was
entered into among Hollywood Media, its wholly owned subsidiaries,
hollywood.com, Inc. and Broadway.com, Inc., and Viacom Inc. Pursuant to
the Exchange Agreement, Viacom reconveyed to Hollywood Media an
aggregate of 8,614,687 shares of Hollywood Media's common stock, $.01
par value per share, and warrants held by Viacom to purchase 262,973
shares of Hollywood Media's common stock were cancelled. The common
stock and warrants had a fair value of $10,656,657 at the time of the
Exchange Agreement. Viacom also paid Hollywood Media $2.0 million in
cash and Hollywood Media retained $5.0 million in non-cash advertising
and promotion across CBS properties for use through December 31, 2003.
Each of the Advertising and Promotion Agreement and Content License
Agreement, dated as of January 3, 2000, between hollywood.com, Inc. and
Viacom, including hollywood.com, Inc.'s right to air additional
advertising and promotion on CBS properties, was terminated. The
remaining recorded value of the terminated advertising and promotion
under the Advertising and Promotion Agreement and Content License
Agreement at the time of the Exchange Agreement was $70,998,003
(representing approximately $49 million in actual advertising).
Hollywood Media recorded a non-cash impairment loss of $58,341,346 in
August 2002, the difference between the advertising cancelled and the
fair value of the common stock and warrants returned by Viacom, plus
the $2.0 million in cash paid by Viacom. In addition, during 2001
Viacom had prepaid to Hollywood Media, in cash, for advertising to be
delivered in 2002 and 2003. At August 28, 2002, the value of the
deferred advertising revenue remaining on Hollywood Media's balance
sheet was $1,066,666. This balance reduced the impairment loss
recorded. The aggregate impairment loss recorded in August 2002 was
$57,274,680.
(g) Includes $539,942 of operating expense in relation to Cable TV
division.
(h) Includes $438,836 of capital expenditures in relation to Cable TV
division.
84
(19) UNAUDITED QUARTERLY FINANCIAL INFORMATION:
------------------------------------------
Quarter ended
------------------------------------------------------------
March 31, June 30, September 30, December 31,
2002 2002 2002 2002
------------ ------------ ------------ ------------
Net Sales $ 12,910,753 $ 16,522,685 $ 12,816,310 $ 15,987,523
Gross Profit 4,469,281 5,054,644 3,421,731 4,234,354
Net Loss (7,535,778) (6,934,385) (62,775,683) (4,304,270)
Net loss per share - basic and diluted (0.27) (0.25) (2.40) (0.21)
Quarter ended
------------------------------------------------------------
March 31, June 30, September 30, December 31,
2001 2001 2001 2001
------------ ------------ ------------ ------------
Net Sales $ 10,877,772 $ 15,479,694 $ 11,015,892 $ 12,781,443
Gross Profit 4,110,607 4,885,584 4,474,489 4,363,472
Net Loss (8,155,344) (8,374,454) (8,036,271) (17,263,836)
Net loss per share - basic and diluted (0.33) (0.33) (0.30) (0.63)
85
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
86
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
--------------------------------
The current directors and executive officers of Hollywood Media are as
follows:
NAME AGE POSITION
---- --- --------
Mitchell Rubenstein (1) 49 Chairman of the Board and Chief
Executive Officer
Laurie S. Silvers (1) 51 Vice Chairman of the Board,
President and Secretary
Dr. Martin H. Greenberg (1) 61 Director and Chief Executive Officer
of Tekno Books
Nicholas G. Hall 48 Chief Operating Officer
Harry T. Hoffman (2)(3)(4) 75 Director
Robert E. McAllan (2)(3) 55 Director
Deborah J. Simon (2)(4) 46 Director
(1) Member of the Nominating Committee.
(2) Member of the Audit Committee.
(3) Member of the Stock Option Committee.
(4) Member of the Compensation Committee.
MITCHELL RUBENSTEIN is a founder of Hollywood Media and has served as
its Chairman of the Board and Chief Executive Officer since its inception in
January 1993. Mr. Rubenstein was a founder of the Sci-Fi Channel, a cable
television network that was acquired from Mr. Rubenstein and Laurie Silvers by
USA Network in March 1992. Mr. Rubenstein served as President of the Sci-Fi
Channel from January 1989 to March 1992 and served as Co-Vice Chairman of the
Sci-Fi Channel from March 1992 to March 1994. Prior to founding the Sci-Fi
Channel, Mr. Rubenstein practiced law for 10 years. Mr. Rubenstein also co-owned
and served as an executive officer of several cable television systems from 1983
to 1989. Mr. Rubenstein received a J.D. degree from the University of Virginia
School of Law in 1977 and a Masters in Tax Law from New York University School
of Law in 1979. He currently serves on the NYU Tax Law Advisory Board and is a
member of the Founders Society, New York University, and a member of the
University of Virginia School of Law Business Advisory Council. Together with
Ms. Silvers, Mr. Rubenstein was named Co-Business Person of the Year, City of
Boca Raton, Florida in 1992. Mr. Rubenstein is married to Laurie S. Silvers.
LAURIE S. SILVERS is a founder of Hollywood Media and has served as its
Vice-Chairman, President and Secretary since its inception in January 1993. Ms.
Silvers was a founder of the Sci-Fi Channel, of which she served as Chief
Executive Officer from January 1989 to March 1992 and Co-Vice Chairman from
March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Ms. Silvers
practiced law for 10 years, and co-owned and served as an executive officer of
several cable television systems from 1983 to 1989 and co-owned a television
station from 1990 to 1991. Ms. Silvers received a J.D. degree from University of
Miami School of Law in 1977. Ms. Silvers serves on the Board of Trustees of the
University of Miami, the Board of Directors of the Economic Council of Palm
Beach County, Florida, and the International Board of Governors of the
Children's World Blood Bank.
DR. MARTIN H. GREENBERG has served as a director of Hollywood Media
since July 1993, and as a consultant to Hollywood Media since February 1993.
Since December 1994, Dr. Greenberg has served as Chief Executive Officer of
87
Tekno Books, 51% of which is owned by Hollywood Media and 49% of which is owned
by Dr. Greenberg. Dr. Greenberg was President and a principal shareholder of
Tomorrow, Inc. (the predecessor business of Tekno Books) from 1990 until its
acquisition by Hollywood Media in 1994. Dr. Greenberg is widely regarded as the
leading anthologist in trade publishing, and has served as editor or author of
more than 700 books. Dr. Greenberg is the 1995 recipient of the Ellery Queen
Award, presented by the Mystery Writers of America for Lifetime Achievement in
the mystery field, and the Milford Award for Lifetime Achievement in Science
Fiction. Dr. Greenberg is a former Director of Graduate Studies at the
University of Wisconsin - Green Bay.
NICHOLAS G. HALL joined Hollywood Media in August 2000, and is
responsible for overseeing and coordinating the activities and strategic growth
of Hollywood Media and its businesses. Mr. Hall serves as Hollywood Media's
Chief Operating Officer. With over 25 years of experience in financial and
operational management, Mr. Hall was formerly Vice President and Chief Financial
Officer of The Hair Club For Men from 1997 to 2000, where he was instrumental in
the company achieving its goal of profitability. Prior to this, from 1994 to
1997 Mr. Hall was Vice President and Chief Financial Officer of Allders
International USA, Inc., the U.S. division of the second largest duty-free
retailer in the world. Mr. Hall is a graduate of the Institute of Chartered
Secretaries and Administrators in London, England.
HARRY T. HOFFMAN has served as a director of Hollywood Media since July
1993. From 1979 to 1991, Mr. Hoffman served as President and Chief Executive
Officer of Waldenbooks, Inc., a leading national retailer of books, magazines
and related items. From 1968 to 1978, he served as President and Chief Executive
Officer of Ingram Book Company, a national book wholesaler.
ROBERT E. MCALLAN has served as a director of Hollywood Media since
December 2001. Mr. McAllan is currently CEO of Press Communications, LLC, which
owns and operates broadcast properties, and also currently serves as Chairman of
the New Jersey Broadcasters Association. Mr. McAllan has been in the commercial
radio industry since 1964. Mr. McAllan began his career as a News
Director/Operations Manager at WADB FM where he won a national news award from
United Press International. Thereafter, Mr. McAllan became a talk show host for
the New Jersey Press' radio stations WJLK AM/FM, and through a series of rapid
promotions Mr. McAllan became the president of Press Broadcasting Company, the
broadcast division of The New Jersey Press and expanded the company by acquiring
several television stations and radio acquisitions. At the time that New Jersey
Press' newspapers were acquired by Gannett, Mr. McAllan led a group of key Press
executives who acquired the broadcast division of the New Jersey Press. Mr.
McAllan has also held myriad directorships and officer positions for several
companies and associations, including but not limited to, The Asbury Park Press,
Inc., which owned the second largest newspaper in New Jersey, New Jersey Press
Incorporated, a diversified media company which operated major daily newspapers,
television stations, radio stations and online media, the Florida Association of
Broadcasters, Chairman of the National/New Jersey Class A Broadcasters
Association, Chairman of the National Independent Television Committee, and
Co-Chairman of the Coalition for Media Diversity.
DEBORAH J. SIMON has served as a director of Hollywood Media since
November 1995. Ms. Simon has held the position of Senior Vice President of Simon
Property Group, an Indianapolis-based real estate development and management
firm that is listed on the New York Stock Exchange, since 1991. Prior to that,
Ms. Simon served as Vice President -- Western Region Leasing of the Simon
Property Group. She also has been an independent producer, with several
television credits to her name. She currently serves on the Board of Directors
of the Indianapolis Children's Museum, Indiana Repertory Theater, Indianapolis
Museum of Art and Chairperson of Simon Youth Foundation and Mercerburg Academy
Board of Regents.
See "Certain Relationships and Related Transactions" for a description
of the rights of Tekno Simon LLC to nominate one person to serve as a director
of Hollywood Media.
88
Hollywood Media's officers are elected annually by the Board of
Directors and serve at the discretion of the Board, subject to the terms and
conditions of each officer's employment agreement with Hollywood Media, if any.
Hollywood Media's directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Hollywood
Media's directors, executive officers, and persons who own more than 10% of
Hollywood Media's outstanding common stock, to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock. Such persons
are required by SEC regulation to furnish Hollywood Media with copies of all
such reports they file.
To Hollywood Media's knowledge, based solely on a review of the copies
of such reports furnished to Hollywood Media or written representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its executive officers, directors and greater-than-10% beneficial owners for the
year ended December 31, 2002 have been complied with, except as follows: in the
course of preparing this disclosure, Mitchell Rubenstein became aware of his
inadvertent missed filings to report two acquisitions of an aggregate of 7,827
shares, and he has sent a filing to report such transactions.
89
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE. The following table sets forth the
aggregate compensation of the Named Executive Officers for 2002, 2001 and 2000.
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------ -----------------------------------------
OTHER RESTRICTED SHARES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND COMPENSATION AWARDS OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) (1) ($) (#) ($)
------------------------ ---- ---------- --------- ------------- ------- ----------- -----------
Mitchell Rubenstein, 2002 286,213 25,000 1,025 - - 3,750 (5)
Chief Executive Officer 2001 227,536 (2) 25,000 - 1,140,294 (4) 99,224 3,934 (5)
2000 260,670 (3) 25,000 - - - -
Laurie S. Silvers 2002 286,213 25,000 1,025 - - 3,750 (5)
President 2001 227,536 (2) 25,000 - 1,140,294 (4) 99,224 3,934 (5)
2000 260,670 (3) 25,000 - - - -
Nicholas G. Hall, 2002 135,000 30,000 (9) - - - 3,313 (5)
Chief Operating Officer (6) 2001 129,808 30,000 - 5,192 (7) 45,046 2,748 (5)
2000 42,577 - - 25,000 -
-
Margaret H. Fenton 2002 116,853 - - - - 4,692 (5)
Vice President of Finance (8)
----------
(1) Perquisites and other personal benefits less than the applicable
reporting threshold have been excluded.
(2) One month of salaries were deferred.
(3) Salaries in 2000 include salaries deferred in 1999 but paid in 2000.
(4) Represents the value, on the December 14, 2001 grant date, of 260,341
shares of restricted common stock issued to the named officer in
exchange for such officer's cancellation of 522,500 outstanding stock
options. The approximate value of the officer's stock options that were
cancelled, and the value of the restricted shares issued to such
officer (based on the market price of Hollywood Media's common stock on
the grant date), was $1,140,294. As of January 1, 2003, all such shares
were vested. As of December 31, 2002, the shares had an aggregate
market value of $260,341.
(5) Represents the market value as of December 31, 2002 and 2001,
respectively of shares of common stock issued as matching contributions
under Hollywood Media's 401(k) plan.
(6) Mr. Hall joined Hollywood Media on August 23, 2000.
(7) Represents the value on the issuance date of 1,304 shares of common
stock issued to Mr. Hall. As of December 31, 2002, the shares had an
aggregate market value of $1,304.
(8) Ms. Fenton joined Hollywood Media in 1997 and was appointed an
executive officer in 2002. Ms. Fenton left Hollywood Media in the first
quarter of 2003 to pursue other opportunities, and our Chief Operating
Officer has assumed her responsibilities.
(9) Bonus in 2002 paid in 2003.
90
EMPLOYMENT AGREEMENTS.
Effective July 1, 1993, Hollywood Media entered into five-year
employment agreements with each of Mitchell Rubenstein, Hollywood Media's
Chairman and Chief Executive Officer, and Laurie S. Silvers, Hollywood Media's
Vice Chairman and President. Effective July 1, 1998, Hollywood Media extended
each of these employment agreements for an additional five-year term. The terms
of each of the employment agreements are automatically extended for successive
one-year terms unless Hollywood Media or the named executive officer gives
written notice to the other at least 90 days prior to the then-scheduled
expiration date. Each of the employment agreements provides for an annual salary
(currently set at $294,310, subject to automatic cost-of-living increases), an
annual bonus in an amount determined by the Board of Directors and an automobile
allowance of $650 per month.
Each employment agreement provides that each of Laurie S. Silvers and
Mitchell Rubenstein will continue to receive his or her salary until the
expiration of the term of the employment agreements if either of his or her
employment is terminated by Hollywood Media for any reason other than death,
disability or Cause (as defined in the employment agreements), or for a period
of 12 months after termination of the employment agreement as a result of the
disability of either Laurie S. Silvers or Mitchell Rubenstein, and that each of
their respective estates will receive a lump sum payment equal to one year's
base salary plus a pro rata portion of any bonus to which either Laurie S.
Silvers or Mitchell Rubenstein is entitled upon termination of the employment
agreement by reason of either of his or her death.
The term "Cause" is defined in the employment agreements to mean (a)
the named executive officer's act or omission which constitutes a willful and
material breach of such named executive officer's employment agreement which is
not cured within 30 days after such named executive officer's receipt of notice
of such breach, (b) a named executive officer's fraud, embezzlement or
misappropriation of Hollywood Media's assets or property, or (c) a named
executive officer's conviction for a criminal act that is a felony. A
termination by Hollywood Media of one of the named executive officer's
employment without Cause will constitute a termination without Cause of the
other named executive officer for purposes of the employment agreements.
If a Change of Control (as defined in the employment agreements)
occurs, the employment agreements provide for the continued employment of the
named executive officers until the earlier of two years following the Change of
Control or the then-scheduled expiration date of the term of employment. The
term "Change of Control", as used in the employment agreements, is defined to
mean (a) any person's or group's acquisition of 20% or more of the combined
voting power of Hollywood Media's outstanding securities, or (b) in the event of
any cash tender or exchange offer, merger or other business combination, sale of
assets or contested election, the persons who were directors of Hollywood Media
prior to such transaction ceasing to constitute a majority of the Board of
Directors following the transaction. In addition, following a Change in Control,
if the named executive officer's employment is terminated by Hollywood Media
other than for Cause or by reason of the named executive officer's death or
disability, or by the named executive officer for certain specified reasons
(such as a reduction of the named executive officer's compensation or diminution
of the named executive officer's duties), the named executive officer will
receive a lump sum cash payment equal to three times the named executive
officer's then-existing base salary and most recent annual bonus.
OPTION GRANTS IN LAST FISCAL YEAR. There were no options granted during
2002 to any Named Executive Officer of Hollywood Media.
STOCK OPTION EXERCISES DURING 2002 AND STOCK OPTIONS HELD AT END OF
2002. The following table indicates the total number of shares acquired on
exercise of stock options during 2002 and the value realized therefrom, as well
as the total number and value of exercisable and unexercisable stock options
held by each Named Executive Officer as of December 31, 2002:
91
STOCK OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
ACQUIRED ON VALUE ------------------------ -----------------
Name EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- -------- ----------- ------------- ----------- -------------
Mitchell Rubenstein - - 137,306 74,418 - -
Laurie S. Silvers - - 137,306 74,418 - -
Nicholas G. Hall - - 23,762 46,284 - -
Margaret H. Fenton - - 28,779 31,335 - -
COMPENSATION OF DIRECTORS. Directors of Hollywood Media who are neither
employees nor consultants ("non-employee directors") are compensated at the rate
of $1,000 for each meeting of the Board of Directors attended, and all directors
are reimbursed for travel and lodging expenses in connection with their
attendance at meetings.
Hollywood Media has established for the non-employee directors the
Director's Stock Option Plan (the "Directors Plan"), which provides for
automatic grants to each non-employee director of options to purchase shares of
common stock having a market value at the time of grant equal to $25,000 (i)
upon a person's election as a director and (ii) each year thereafter upon such
person's reelection as a director of Hollywood Media, in both instances at an
exercise price equal to the fair market value of the common stock on the date of
the grant. A total of 100,000 shares of common stock have been reserved for
issuance upon exercise of options granted under the Directors Plan. Options
granted under the Directors Plan become exercisable six months after the date of
grant and, except as otherwise approved by the Board, expire five years after
the date of grant. The Board of Directors, in its discretion, may cancel all
options granted under the Directors Plan that remain unexercised on the date of
consummation of certain corporate transactions described in the Directors Plan.
The Directors Plan will terminate in July 2003 unless sooner terminated under
the provisions thereof. No options were granted under the Directors Plan in
2002.
See "Certain Relationships and Related Transactions -- Consulting
Agreement with Dr. Martin H. Greenberg; Tekno Books Partnership" for a
description of the consulting agreement between Hollywood Media and Dr.
Greenberg, and related arrangements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
current members of the Compensation Committee are Harry T. Hoffman and Deborah
J. Simon. During 2002, the members of the Compensation Committee also included
Mitchell Rubenstein (for a portion of the year), and Peter Glusker (for a
portion of the year). See "Certain Relationships and Related Transactions" for a
description of various matters relating to such Compensation Committee members
and/or their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the
beneficial ownership of the common stock of Hollywood Media as of March 28, 2003
(or other date as indicated in the footnotes below) by (1) each person known to
beneficially own more than 5% of the outstanding shares of the common stock, (2)
each director of Hollywood Media, (3) Hollywood Media's Chief Executive Officer
and each of its other executive officers whose total annualized salary and bonus
in 2002 was $100,000 or more, and (4) all directors and executive officers of
Hollywood Media as a group. Except as otherwise indicated, Hollywood Media
believes that all beneficial owners named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.
92
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS
OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED (2) (2)
---------------------------- ----------------------- ----------------
J.P. Morgan Chase & Co. 3,402,428 (3) 16.59 %
Mitchell Rubenstein 1,857,341 (4) 8.80 %
Laurie S. Silvers 1,857,341 (4) 8.80 %
Wellington Management
Company, LLP 1,814,623 (5) 8.85 %
Federated Investors, Inc. 1,804,321 (6) 8.63 %
Granite Capital, L.P. 1,525,890 (7) 7.43 %
Gruber and McBaine Capital
Management, LLC 1,483,128 (8) 7.23 %
Leonardo, L.P. 1,278,172 (9) 5.90 %
Dimensional Fund Advisors Inc. 1,028,300 (10) 5.01 %
Dr. Martin H. Greenberg 474,476 (11) 2.30 %
Deborah J. Simon 47,173 (12) *
Harry T. Hoffman 29,567 (13) *
Robert E. McAllan 17,199 (14) *
Nicholas G. Hall 74,633 (15) *
All directors and executive officers of 2,500,389 (16) 11.70 %
Hollywood Media as a group
(7 persons)
_____________
* Less than 1%
(1) Except as otherwise noted in the footnotes below, the address of each
beneficial owner is in care of Hollywood Media Corp., 2255 Glades Road,
Boca Raton, Florida 33431.
(2) For purposes of this table, "beneficial ownership" is determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
pursuant to which a person or group of persons is deemed to have
"beneficial ownership" of any shares of common stock that such person
has the right to acquire within 60 days, such as pursuant to
exercisable stock options and warrants. For purposes of computing the
percentage of outstanding shares of common stock held by each person or
group of persons named above, any shares which such person or persons
has the right to acquire within 60 days are deemed to be outstanding
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person. Hollywood Media had
20,510,709 outstanding shares of common stock as of March 28, 2003.
(3) Based on a Schedule 13G/A filed with the Securities and Exchange
Commission on February 11, 2003, J.P. Morgan Chase & Co. has sole
voting power with respect to 2,633,749 shares of common stock, sole
dispositive power with respect to 2,809,466 shares of common stock, and
shared voting and dispositive power with respect to 592,962 shares of
common stock. The business address of J.P. Morgan Chase & Co. is 270
Park Ave., New York, New York 10017.
(4) With the exception of 362,268 shares which are owned by Mitchell
Rubenstein individually and 284,412 shares which are owned by Ms.
Silvers, all other shares are held by Mr. Rubenstein and Ms. Silvers
jointly as tenants by the entireties. Represents an aggregate of
1,273,419 outstanding shares of common stock, and 373,836 shares of
common stock issuable pursuant to exercisable stock options granted to,
65,578 shares of common stock issuable pursuant to warrants purchased
by, and 144,508 shares of common stock issuable upon conversion of
Convertible Debentures purchased by, Mr. Rubenstein and Ms. Silvers.
Such "Convertible Debentures" are further described elsewhere in this
Form 10-K, including footnote (6) below, the Notes to Consolidated
Financial Statements in Item 8, and "Certain Relationships and Related
Transactions."
(5) Based on a Schedule 13G filed with the Securities and Exchange
Commission on February 12, 2003, Wellington Management Company, LLP has
shared voting power with respect to 1,799,023 shares of common stock
and shared dispositive power with respect to 1,814,623 shares of common
stock. The business address of Wellington Management Company, LLP is 75
State Street, Boston, Massachusetts 02109.
93
(6) Represents (a) 1,414,148 outstanding shares of common stock, (b) up to
289,017 shares of common stock issuable upon conversion of Hollywood
Media's 6% Senior Convertible Debentures Due 2005 ("Convertible
Debentures"), and (c) up to 101,156 shares of common stock issuable
upon exercise of warrants. Includes shares beneficially owned by the
Federated Kaufmann Fund, a mutual fund that is an affiliate of
Federated Investors, Inc. Hans P. Utsch and Lawrence Auriana are the
portfolio managers of Federated Kaufmann Fund and such individuals
disclaim beneficial ownership of the securities. Certain outstanding
shares are held in the Voting Shares Irrevocable Trust ("Trust"), the
trustees of which are John F. Donahue, Rhodora J. Donahue, and J.
Christopher Donahue ("Trustees"). The Trust, Trustees, and Federated
Investors, Inc. disclaim that they are the beneficial owners of such
securities. The business address of Federated Kaufmann Fund is 140 East
45th Street, 43rd Floor, New York, New York 10017 and the business
address of Federated Investors, Inc. is Federated Investors Tower,
Pittsburgh, PA 15222-3779. This information is based in part upon on a
Schedule 13G/A filed with the Securities and Exchange Commission on
February 14, 2003, and upon ownership information provided by the
holder as reflected in Hollywood Media's Prospectus filed with the
Securities and Exchange Commission on July 3, 2002.
(7) Includes 12,500 shares of common stock issuable under a warrant held by
Granite Capital, L.P. This information is based on a Schedule 13G filed
with the Securities and Exchange Commission on September 20, 2002,
indicating beneficial ownership through shared voting and dispositive
power over shares of common stock held by Granite Capital, L.P. (with
respect to 1,046,506 shares), Granite Capital II, L.P. (with respect to
61,384 shares), Granite Capital Overseas Hedged Equity Fund Limited
(with respect to 36,500 shares), Granum Value Fund (with respect to
381,500 shares), Granite Capital, L.L.C. (with respect to 1,144,390
shares), Granum Capital Management, L.L.C. (with respect to 381,500
shares), Lewis M. Eisenberg (with respect to 1,525,890 shares), and
Walter F. Harrison, III (with respect to 1,525,890 shares). The
business address of Granite Capital, L.P. is 126 East 56th Street, 25th
Floor, New York, New York 10022.
(8) This information is based on a Schedule 13G filed with the Securities
and Exchange Commission on March 28, 2003, indicating beneficial
ownership by Gruber and McBaine Capital Management, LLC through shared
voting and shared dispositive power over 1,203,544 shares of common
stock, and beneficial ownership of such shares by certain affiliated
group members as well as an aggregate of 279,584 additional shares
beneficially owned by such group members, which group includes Jon D.
Gruber, J. Patterson McBaine and Eric B. Swergold. The business address
of Gruber and McBaine Capital Management, LLC is 50 Osgood Place,
Penthouse, San Francisco, CA 94133.
(9) Represents (a) 107,651 outstanding shares of common stock, (b) up to
867,052 shares of common stock issuable upon conversion of Convertible
Debentures and (c) up to 303,469 shares of common stock issuable upon
exercise of warrants. Angelo, Gordon & Co., L.P. ("Angelo, Gordon") is
the sole director of the general partner of Leonardo, L.P. ("Leonardo")
and consequently has voting control and investment discretion over
securities held by Leonardo. Angelo, Gordon disclaims beneficial
ownership of the shares held by Leonardo. Mr. John M. Angelo, the Chief
Executive Officer of Angelo, Gordon, and Mr. Michael L. Gordon, the
Chief Operating Officer of Angelo, Gordon, are the sole general
partners of AG Partners, L.P., the sole general partner of Angelo,
Gordon. As a result, Messrs. Angelo and Gordon may be considered
beneficial owners of any shares deemed to be beneficially owned by
Angelo, Gordon. Messrs. Angelo and Gordon disclaim beneficial ownership
of these securities. The business address of Leonardo, L.P. is c/o
Angelo Gordon, LP, 245 Park Avenue, New York, New York 10167. This
information is based in part upon ownership information provided by the
holder as reflected in Hollywood Media's Prospectus filed with the
Securities and Exchange Commission on July 3, 2002.
(10) Based on a Schedule 13G filed with the Securities and Exchange
Commission on February 7, 2003, Dimensional Fund Advisors Inc.
("Dimensional"), an investment advisor, has voting and dispositive
power over such securities, which are held by certain investment
companies, trusts and accounts as to which Dimensional furnishes
investment advice and/or serves as investment manager. Dimensional
disclaims beneficial ownership of such securities. The business address
of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401.
(11) Represents an aggregate of 329,196 outstanding shares of common stock
(including 91,667 shares of common stock owned by Dr. Greenberg's
spouse), 130,059 shares of common stock issuable pursuant to
exercisable options, and 15,221 shares of common stock issuable under
exercisable warrants.
(12) Represents an aggregate of 18,165 outstanding shares of common stock,
and 29,008 shares of common stock issuable pursuant to exercisable
options.
(13) Represents an aggregate of 1,200 outstanding shares of common stock,
27,967 shares of common stock issuable pursuant to exercisable options
and 400 shares of common stock issuable under a currently exercisable
warrant.
(14) Represents 17,199 shares of common stock issuable pursuant to
exercisable options.
(15) Represents 26,284 shares of common stock issuable pursuant to
exercisable options granted to Mr. Hall and 48,349 shares of common
stock issuable pursuant to exercisable options granted to Mr. Hall's
spouse, an employee of Hollywood Media.
(16) Includes 852,125 shares of common stock issuable pursuant to options,
warrants and Convertible Debentures.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The
following table sets forth information as of December 31, 2002 regarding
compensation plans under which equity securities of Hollywood Media are
authorized for issuance, aggregated by "Plan category" as indicated in the
table:
EQUITY COMPENSATION PLAN INFORMATION
-------------------------------------- ---------------------- --------------------- ------------------------
NUMBER OF SECURITIES WEIGHTED AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE
EXERCISE OF OUTSTANDING FOR FUTURE ISSUANCE
OUTSTANDING OPTIONS, OPTIONS, WARRANTS UNDER EQUITY
PLAN CATEGORY: WARRANTS AND RIGHTS AND RIGHTS COMPENSATION PLANS (1)
-------------------------------------- ---------------------- --------------------- ------------------------
(a) (b) (c)
-------------------------------------- ---------------------- --------------------- ------------------------
Equity compensation plans approved
by security holders 2,278,796 $7.92 2,303,510 (2)
-------------------------------------- ---------------------- --------------------- ------------------------
Equity compensation plans not 2,627,054 $7.33 -
approved by security holders (3)
-------------------------------------- ---------------------- --------------------- ------------------------
Total 4,905,850 $7.60 2,303,510
-------------------------------------- ---------------------- --------------------- ------------------------
----------
(1) Excluding securities reflected in column (a). The number reflected in
column (c) is as of December 31, 2002 and is subject to change
subsequent to such date based on various factors, including the terms
of the plans. See note 2 below.
(2) As if December 31, 2002, there were 1,286,439 shares available for
granting additional awards under Hollywood Media's 2000 Stock Incentive
Plan, which awards could be issued as restricted stock, stock options,
or other forms of equity compensation. The 2000 Stock Incentive Plan
provides that the aggregate number of shares authorized for issuance
thereunder (including shares already issued, shares subject to future
issuance pursuant to outstanding awards, and shares available for
future awards) will be automatically increased (but not decreased), if
applicable, on the first day of each fiscal quarter, so that such
number equals the lesser of 2,000,000 shares or five percent of the
number of Hollywood Media's then outstanding shares of common stock.
Hollywood Media's 1993 Stock Option Plan provides that the aggregate
number of shares originally authorized for issuance thereunder
(including shares already issued, shares subject to future issuance
pursuant to outstanding awards, and shares available for future awards)
is 3,000,000 shares, which number has been and will be automatically
increased (but not decreased), if applicable, on the first day of each
fiscal quarter, so that such number equals 12.5% of the number of
Hollywood Media's then outstanding shares of common stock. Additional
information about such plans is contained in the Notes to Hollywood
Media's Consolidated Financial Statements in Item 8 of this Form 10-K.
(3) All equity compensation not approved by security holders consists of
warrants granted to non-employees of Hollywood Media in exchange for
services. Additional information about such warrants is contained in
the Notes to Hollywood Media's Consolidated Financial Statements in
Item 8 of this Form 10-K.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
TRANSACTIONS WITH VIACOM INC.
EXCHANGE AGREEMENT WITH VIACOM. On August 28, 2002, Hollywood Media
Corp. entered into and consummated an Exchange Agreement (the "Exchange
Agreement"), among Hollywood Media, its wholly owned subsidiaries,
hollywood.com, Inc. and Broadway.com, Inc., and Viacom Inc. Pursuant to the
Exchange Agreement, Viacom reconveyed to Hollywood Media an aggregate of
8,614,687 shares of Hollywood Media's common stock, and warrants held by Viacom
to purchase 262,973 shares of Hollywood Media's common stock were cancelled.
Viacom also paid Hollywood Media $2.0 million in cash. As a result of these
transactions, as of August 28, 2002 Viacom no longer owned any shares of
Hollywood Media's common stock.
Under the Exchange Agreement, Hollywood Media retained $5.0 million in
non-cash advertising and promotion across CBS properties for use through
December 31, 2003. Each of the Advertising and Promotion Agreement and Content
License Agreement, dated as of January 3, 2000, between hollywood.com, Inc. and
Viacom, was terminated. The parties also terminated each of the following
additional agreements to which they were a party: (1) the Stock Purchase
Agreement dated as of August 26, 1999, (2) the Investor's Rights Agreement dated
as of January 3, 2000, (3) the Voting Agreement dated as of January 3, 2000, (4)
the Securities Purchase Agreement dated as of April 25, 2001, and (5) the
Registration Rights Agreement dated as of May 1, 2001. Under the Voting
Agreement, Viacom had the right to nominate two individuals for election to
Hollywood Media's board of directors. Viacom's designees on the Board at the
time of such termination were Peter Glusker and Bryon Rubin. As a result of the
termination of the Voting Agreement, Viacom no longer has such nomination
rights. Messrs. Glusker and Rubin resigned as directors of Hollywood Media upon
consummation of the Exchange Agreement.
TERMINATED ARRANGEMENTS WITH VIACOM. The following paragraphs under
this caption "Transactions with Viacom Inc." describe the transactions
previously entered into with Viacom Inc., which arrangements were in effect
until terminated in August 2002 pursuant to the Exchange Agreement as described
above.
Effective January 2000, Hollywood Media entered into a strategic
relationship with CBS (as predecessor to Viacom, Inc.) that provided for
promotion of Hollywood.com and Broadway.com. In connection with such
arrangements, CBS purchased 6,672,031 shares of our common stock in exchange for
$5,303,030 in cash and $100 million of advertising, promotion, content and
advertising sales support over a seven-year term pursuant to an Advertising and
Promotion Agreement and a Content Agreement. Hollywood Media also issued to CBS
a Warrant to purchase 1,178,892 shares of our Common Stock for an aggregate
exercise price of $10,937,002. CBS exercised the warrant in full during March
2000. Half of the warrant exercise price was paid in cash and half was paid in
additional advertising and promotion under the Advertising and Promotion
Agreement. Hollywood Media also entered into an Investor's Rights Agreement, a
Registration Rights Agreement and a Voting Agreement with Viacom, which
contained, among other things, transfer restrictions, standstill provisions,
preemptive rights, registration rights and voting rights, some provisions of
which are highlighted below. Such agreements were terminated in August 2002
pursuant to the Exchange Agreement as described above.
ADVERTISING AND PROMOTION AGREEMENT; CONTENT LICENSE AGREEMENT. Viacom
agreed to provide Hollywood Media an aggregate of $70 million in advertising and
promotion of Hollywood.com and Broadway.com over a seven-year term. In addition,
we had the right to allocate up to $30 million in value deliverable under the
Content Agreement to additional advertising and promotion under the Advertising
and Promotion Agreement. Viacom Inc. provided the advertising and promotion
across various CBS media properties. The Advertising and Promotion Agreement and
the Content License Agreement were terminated in August 2002 pursuant to the
Exchange Agreement as described above.
96
INVESTOR'S RIGHTS AGREEMENT. The Investor's Rights Agreement between
Hollywood Media and Viacom Inc. included various rights and obligations of
Hollywood Media and Viacom related to Viacom's ownership of Hollywood Media's
common stock, including Viacom's registration rights with respect to the common
stock, Hollywood Media's right of first refusal with respect to transfers by
Viacom of the common stock, standstill provisions to which Viacom was bound, and
preemptive rights of Viacom with respect to certain issuances of common stock
and other securities by Hollywood Media. The Investor's Rights Agreement was
terminated in August 2002 pursuant to the Exchange Agreement as described above.
VOTING AGREEMENT. The Voting Agreement among Hollywood Media, Viacom
and certain shareholders of Hollywood Media contained agreements by such parties
with respect to nominating individuals to serve on Hollywood Media's Board of
Directors and the voting of the common stock owned by such parties in favor of
such nominees. Viacom had the right to nominate for election to Hollywood
Media's Board of Directors a number of individuals equal to the product of
Viacom's percentage ownership of Hollywood Media's common stock and the total
number of members of the Board of Directors (rounded down to the nearest whole
number). In addition, as long as the Advertising and Promotion Agreement and the
Content Agreement remained in effect, Viacom had the right to designate at least
one nominee to the Board of Directors. In all elections for members of the Board
of Directors, each of the shareholders that was a party to the Voting Agreement
agreed to vote all shares beneficially owned by them in favor of the Viacom
designees. Each of Mitchell Rubenstein, Laurie S. Silvers, Martin H. Greenberg
and Rosalind Greenberg were parties to the Voting Agreement. In all elections
for members of the Board of Directors, Viacom agreed to vote all shares of
common stock owned by it, or over which it has voting control, in favor of each
individual nominated for election to the Board by Hollywood Media. The Voting
Agreement was terminated in August 2002 pursuant to the Exchange Agreement as
described above.
MAY 2001 INVESTMENT BY VIACOM INC. In May 2001, Viacom Inc. made a $1.4
million investment in Hollywood Media and a $1.6 million prepayment of future
cash advertising and promotion commitments to Hollywood Media. Hollywood Media
issued an aggregate of 310,425 shares of Hollywood Media's common stock to
Viacom Inc. at a purchase price of $4.51 per share for a total purchase price of
$1.4 million in cash. Viacom also received a series A warrant to acquire an
aggregate of 162,973 shares of Hollywood Media common stock at a price of $6.44
per share, subject to adjustment of the price upon certain events. Viacom also
received a series B warrant to acquire additional shares of common stock for no
additional consideration if the market price of Hollywood Media common stock
fell below specified prices as of certain dates. Hollywood Media issued an
additional 220,402 shares to Viacom pursuant to the series B warrant. The series
A warrants and series B warrants were cancelled in August 2002 pursuant to the
Exchange Agreement described above. In connection with this investment, Viacom
also paid $1,600,000 to Hollywood Media, in 2001, as a prepayment of future cash
advertising and promotion commitments owing under the Advertising and Promotion
Agreement, dated as of January 3, 2000, between Hollywood Media and Viacom.
Pursuant to the terms of the registration rights agreement between the
parties, Hollywood Media issued to Viacom 14,928 shares of common stock and, in
November 2001, Hollywood Media registered with the Securities and Exchange
Commission all of the shares acquired by Viacom in the May 2001 financing,
including the shares issuable upon exercise of the series A and series B
Warrants.
INVESTMENTS BY AFFILIATE OF THE SIMON PROPERTY GROUP
Pursuant to a 1995 stock purchase agreement with Tekno Simon, an
affiliate of the Simon Property Group, and its Co-Chairman, Melvin Simon, Tekno
Simon purchased shares of Hollywood Media's Series A Preferred Stock, Series B
Preferred Stock and common stock. In May 1999, Tekno Simon converted all of the
Series A and Series B Preferred Stock into 300,631 shares of common stock.
Pursuant to such Stock Purchase Agreement, Tekno Simon has the right to
designate one nominee to Hollywood Media's Board of Directors until such time as
Tekno Simon holds less than 25% of the sum of (i) the shares of common stock
issued upon conversion of the Series A Preferred Stock, and (ii) the shares of
common stock purchased by Tekno Simon in 1995. Certain principal shareholders of
Hollywood Media, including Mitchell Rubenstein, Laurie S. Silvers and Dr. Martin
H. Greenberg, have agreed to vote their shares of common stock in favor of the
election of Tekno Simon's nominee to the Board of Directors. Tekno Simon's
current nominee on the Board of Directors is Deborah J. Simon.
97
CONSULTING AGREEMENT WITH DR. MARTIN H. GREENBERG; TEKNO BOOKS PARTNERSHIP
Dr. Martin H. Greenberg, a director of Hollywood Media, does not
receive a salary for serving as the Chief Executive Officer of Hollywood Media's
Tekno Books division. In 1993 Hollywood Media entered into a consulting
agreement with Dr. Greenberg pursuant to which he agreed to render advisory and
consulting services to Hollywood Media, including identifying best-selling
authors to create intellectual properties for Hollywood Media and negotiating
agreements with such authors, arranging for the publication of prose novels and
anthologies for children and adults based on Hollywood Media's intellectual
properties, and attending trade shows and conventions on Hollywood Media's
behalf. The consulting agreement will expire in November 2003, unless terminated
earlier, which termination may take place only under certain conditions.
Pursuant to the consulting agreement, in November 1993 Dr. Greenberg began
receiving consulting fees of $30,000 per year and was granted an option to
purchase 6,250 shares of common stock at an exercise price of $8.00 per share.
In connection with Hollywood Media's acquisition of Tekno Books, the
consulting agreement was amended on December 9, 1994 (1) to provide that Dr.
Greenberg will have the exclusive right to package novelizations based on
Hollywood Media's entertainment properties, and (2) in lieu of future annual
stock option grants to which Dr. Greenberg was entitled under the original
agreement, to grant Dr. Greenberg options to purchase 17,778 shares of common
stock at an exercise price of $8.4375 per share (the then approximate market
price of the common stock).
Hollywood Media's Tekno Books division is owned by a partnership in
which Hollywood Media and Dr. Greenberg are the partners. Hollywood Media holds
a 51% partnership interest and Dr. Greenberg holds a 49% interest. The
partnership makes periodic distributions to its partners of specified amounts of
its income as provided pursuant to the terms of its partnership agreement
between Hollywood Media and Dr. Greenberg, which distributions generally are
made pro rata to the partners in proportion to their respective percentage
interests in the partnership. During 2002, Hollywood Media received aggregate
partner distributions of $763,704 from the Tekno Books partnership and Dr.
Greenberg received aggregate partner distributions of $733,755. The partnership
agreement has been in effect since October 1994 and was amended and restated in
November 2002 including changes providing for: extension of the stated
termination date of the partnership from December 31, 2024 to December 31, 2052;
Dr. Greenberg's agreement to serve as the Chief Executive Partner of the
partnership through November 1, 2012 and for such longer period as Dr. Greenberg
shall desire, subject to certain conditions; and a non-competition agreement by
Dr. Greenberg while he is a partner and for a period of five years thereafter.
OFFERING OF CONVERTIBLE DEBENTURES
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures Due May 2005 (the
"Debentures") to a group of investors, including existing shareholders of the
company, upon payment of an aggregate $5.7 million cash investment from such
investors. Mitchell Rubenstein, the Chairman and Chief Executive Officer of
Hollywood Media, and Laurie S. Silvers, the Vice Chairman and President of
Hollywood Media, participated in the financing with a $500,000 cash investment.
See "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters." The Debentures are convertible at the option of the
investors at any time through May 22, 2005 into shares of common stock of
Hollywood Media at a price of $3.46 per share. Prior to conversion, the
Debentures bear interest at 6% per annum, payable quarterly in cash or common
stock. The investors also received fully vested warrants to acquire at any time
through May 22, 2007 an aggregate of 576,590 shares of common stock at a price
of $3.78 per share. If on May 22, 2003, an investor holds at least seventy-five
percent of such investor's shares of common stock issued or issuable to such
investor under the Debentures, then the exercise price of the warrants held by
such investor will decrease to $3.46 per share. The Debentures and warrants
98
contain certain restrictive covenants and anti-dilution provisions. The
investors have the right to purchase an aggregate of $1 million in principal
amount of additional Debentures on the same terms at any time through May 22,
2003. Pursuant to such offering, Mr. Rubenstein and Ms. Silvers acquired
$500,000 principal amount of the Debentures and warrants to purchase 50,578
shares of common stock, upon the same terms as the other purchasers of the
Debentures.
Pursuant to the terms of a Registration Rights Agreement entered into
in connection with such offering of Debentures, Hollywood Media filed with the
Securities and Exchange Commission a shelf registration statement under the
Securities Act of 1933, as amended, to register for resale the shares of common
stock of Hollywood Media issuable upon conversion of the Debentures or upon
exercise of the warrants, and the shares of common stock issuable as payment of
interest under the Debentures. Mr. Rubenstein and Ms. Silvers voluntarily
abstained from registering their shares pursuant to such registration.
LINE OF CREDIT
During 2001, Mitchell Rubenstein, the Chairman and Chief Executive
Officer of Hollywood Media, and Laurie S. Silvers, the Vice Chairman and
President of Hollywood Media, advanced $1,570,000 to Hollywood Media under an
unsecured line of credit facility of which $1,120,000 was repaid with interest
at the JP Morgan prime rate (4.75% at December 31, 2001). Interest expense on
these advances was $1,870 for 2001. At December 31, 2001, the outstanding
balance under this line of credit was $450,000, which amount was repaid in
January 2002 together with accrued interest of $781. Thereafter an aggregate of
$1,651,000 was advanced to the Company and subsequently repaid together with
accrued interest of $9,315. The current balance is zero.
In the event that Hollywood Media requires additional funding and
cannot secure such additional funding, Mr. Rubenstein and Ms. Silvers have
indicated their intention to provide Hollywood Media, if required, with an
amount not to exceed $5 million through May 21, 2003, and from that date through
January 1, 2004 such commitment is reduced to an amount not to exceed $3.5
million, if needed to enable Hollywood Media to meet its working capital
requirements; provided, however, that the commitment will be reduced dollar for
dollar to the extent Hollywood Media generates cash from financings, operational
cash flow or a sale of a division or subsidiary of Hollywood Media Corp. This
commitment terminates January 1, 2004. There was no outstanding balance under
this commitment as of the date of this Form 10-K.
ITEM 14. CONTROLS AND PROCEDURES.
------------------------
Within the 90 days prior to the date of this Form 10-K, an evaluation
was performed under the supervision and with the participation of Hollywood
Media's management, including the Chief Executive Officer and the Chief
Operating Officer (Principal financial and accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, Hollywood Media's management, including
the Chief Executive Officer and the Chief Operating Officer (Principal
financial and accounting officer), concluded that our disclosure controls and
procedures were effective. There have been no significant changes in Hollywood
Media's internal controls and procedures or in other factors that could
significantly affect internal controls subsequent to such evaluation.
99
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
----------------------------------------------------------------
(a) EXHIBITS:
INCORPORATED BY
Exhibit Description REFERENCE FROM
------- ----------- --------------
3.1 Third Amended and Restated Articles of Incorporation (1)
3.2 Bylaws (2)
4.1 Form of Common Stock Certificate (3)
4.2 Rights Agreement dated as of August 23, 1996 between Hollywood Media
and American Stock Transfer & Trust Company, as Rights Agent (4)
4.3 Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Amendment (5)
dated as of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer &
Trust Company.
10.1 Executive Compensation Plans and Arrangements
(a) Employment Agreement between Hollywood Media and Mitchell Rubenstein dated as (6)
of July 1, 1993
(b) Extension and Amendment Agreement between Hollywood Media and
Mitchell Rubenstein entered into as of July 1, 1998 (7)
(c) Employment Agreement between Hollywood Media and Laurie S. Silvers dated as of (6)
July 1, 1993
(d) Extension and Amendment Agreement between Hollywood Media and
Laurie S. Silvers entered into as of July 1, 1998 (7)
(e) 1993 Stock Option Plan, as amended effective October 1, 1999 (8)
(f) Directors Stock Option Plan, as amended effective July 2, 1998 (7)
(g) Form of Indemnification Agreement between Hollywood Media and each of
its Directors and Officers (6)
(h) 2000 Stock Incentive Plan (1)
(i) 401(k) Plan (1)
(j) Employment Agreement dated as of May 18, 1999, between (9)
Showtimes.com, Inc. and Brett West
(k) Exchange Agreement dated as of December 14, 2001 between Hollywood Media (10)
Corp. and Laurie S. Silvers
(l) Exchange Agreement dated as of December 14, 2001 between Hollywood Media (10)
Corp. and Mitchell Rubenstein
(m) Employment Agreement dated as of February 25, 2002 between (10)
Hollywood Media Corp. and Jerrold A. Wish
10.2 Advertising and Promotion Agreement dated January 3, 2000, between
Hollywood.com, Inc. and CBS Corporation (11)
10.3 Content License Agreement dated January 3, 2000 between Hollywood.com, Inc.
and CBS Corporation (11)
10.4 Investors Rights Agreement dated January 3, 2000 between Hollywood Media and
CBS Corporation (11)
100
10.5 Voting Agreement dated January 3, 2000 between Hollywood Media and
CBS Corporation (11)
10.6 Common Stock Investment Agreement dated as of August 22, 2000 among
Hollywood Media, Elliott Associates, L.P. and Westgate International, L.P. (12)
10.7 Registration Rights Agreement dated August 22, 2000 among Hollywood Media,
Elliott Associates, L.P. and Westgate International, L.P. (12)
10.8 Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P. (12)
10.9 Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P. (12)
10.10 Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P. (12)
10.11 Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P. (12)
10.12 Stock Purchase Agreement, dated as of August 26, 1999, between
Hollywood Media and CBS (as predecessor to Viacom, Inc.) (13)
10.13 Purchase Agreement effective as of September 29, 2000 among
Hollywood.com, Inc. and the Purchasers named therein (14)
10.14 Agreement and Plan of Merger dated as of September 15, 2000 by and among
Cameron Mackintosh, Inc., Theatre Direct NY, Inc., Hollywood.com, Inc. and
Theatre Acquisition Corp. (15)
10.15 Services Agreement dated as of February 9, 2001 between
Hollywood Media Corp., and Lakeside Ventures, LLC (16)
10.16 Securities Purchase Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment
Partners, Ltd. (16)
10.17 Registration Rights Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment Partners, Ltd. (16)
10.18 "A" Warrant issued to Societe Generale (16)
10.19 "B" Warrant issued to Societe Generale (16)
10.20 Asset Purchase Agreement dated as of July 19, 2001 among Hollywood Media,
Independent Hollywood, Inc. and Always Independent Entertainment Corp. (17)
10.21 Investment and Subscription Agreement made and entered into as of
September 17, 2001, between Hollywood Media Corp. and Zeke, L.P., a
Delaware limited partnership. (18)
101
10.22 Purchase Agreement made as of October 12, 2001, between Broadway.com, Inc.,
Robert DeVivio and Peter Falconello (18)
10.23 Transfer and Shareholders Agreement dated January 14, 2002 by and among
Baseline Acquisitions Corp., Baseline, Inc., Hollywood Media Corp. and
Fountainhead Media Services, Inc. (19)
10.24 Employment Agreement as of January 14, 2002 between Baseline, Inc. and
Alex Amin (19)
10.25 Employment Agreement as of January 14, 2002 between Baseline, Inc. and
Rafi Gordon (19)
10.26 Pledge Agreement, as of January 14, 2002 between
Fountainhead Media Services, Inc. and Hollywood Media Corp. (19)
10.27 Management Services Agreement as of January 14, 2002 between
Hollywood Services, Inc. and Baseline, Inc. (19)
10.28 Stock Purchase Agreement, as of January 14, 2002 between
Fountainhead Services, Inc. and Hollywood Media Corp. (19)
10.29 Secured Promissory Note between Fountainhead Media Services and
Hollywood Media Corp., dated January 14, 2002 (19)
Schedule 1 to Promissory Note
10.30 Exchange Agreement dated August 28, 2002, among Hollywood Media Corp., (20)
Hollywood.com, Inc., Broadway.com, Inc. and Viacom Inc.
10.31 Securities Purchase Agreement for 6% Senior Convertible Debentures, dated as of May 22, (21)
2002, among Hollywood Media Corp., Federated Kaufman Fund, Portside Growth & Opportunity
Fund Ltd., Leonardo, L.P., Carpe Diem Long Short Fund, LLC and Mitchell Rubenstein
10.32 6% Senior Convertible Debenture Due May 2005 issued by Hollywood Media Corp. as of May (21)
22, 2002
10.33 Registration Rights Agreement, dated as of May 22, 2002, among Hollywood Media Corp., (21)
Federated Kaufman Fund, Portside Growth & Opportunity Fund Ltd., Leonardo, L.P., Carpe
Diem Long Short Fund, LLC and Mitchell Rubenstein
10.34 Warrant issued by Hollywood Media Corp. to purchasers of 6% Senior Convertible (21)
Debentures, dated as of May 22, 2002
10.35 Agreement dated as of May 21, 2002 between Hollywood Media Corp. and Velocity Investment (10)
Partners Ltd., providing for the cancellation of Warrant No. W-B-2 dated May 1, 2001 and
a reduction in the exercise price of Warrant No. W-A-2
10.36 Warrant W-A-3 dated May 30, 2002 issued to Velocity Investment Partners Ltd. in (10)
replacement of Warrant No. W-A-2
10.37 Amended and Restated Partnership Agreement dated as of November 21, 2002 between *
Hollywood Media Corp. and Dr. Martin H. Greenberg
102
21.1 Subsidiaries of Hollywood Media *
23.1 Consent of Independent Certified Public Accountant, Ernst & Young LLP *
23.2 Information regarding Consent of Arthur Andersen LLP *
99.1 Certification of Chief Executive Officer *
99.2 Certification of Chief Operating Officer *
___________________
*Filed as an exhibit to this Form 10-K
(1) Incorporated by reference from the exhibit filed with Hollywood Media's Annual Report on
Form 10-K for the year ended December 31, 2000.
(2) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002.
(3) Incorporated by reference from the exhibit filed with Hollywood Media's Registration Statement
on Form SB-2 (No. 33-69294).
(4) Incorporated by reference from exhibit 1 to Hollywood Media's Current Report on Form 8-K
filed on October 20, 1999.
(5) Incorporated by reference from the exhibit to Hollywood Media's Current Report on Form 8-K
filed on December 10, 2002.
(6) Incorporated by reference from the exhibit filed with Hollywood Media's Registration Statement
on Form SB-2 (No. 33-69294).
(7) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1998.
(8) Incorporated by reference from the exhibit filed with Hollywood Media's Annual Report on
Form 10-K for the year ended December 31, 1999.
(9) Incorporated by reference from exhibits filed with Hollywood Media's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1999.
(10) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002.
(11) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000.
(12) Incorporated by reference from the exhibits to Hollywood Media's Current Report on Form 8-K
filed on August 29, 2000.
(13) Incorporated by reference from exhibit 1 to Hollywood Media's Current Report on Form 8-K
filed on September 28, 1999.
(14) Incorporated by reference from the exhibits to Hollywood Media's Current Report on Form 8-K
filed on October 5, 2000.
(15) Incorporated by reference from the exhibits to Hollywood Media's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
(16) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q/A for quarter ended March 31, 2001.
(17) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
103
(18) Incorporated by reference from the exhibit filed with Hollywood Media's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.
(19) Incorporated by reference from the exhibit filed with Hollywood Media's Annual Report on Form 10-K for the
year ended December 31, 2001.
(20) Incorporated by reference from the exhibit to Hollywood Media's Current Report on Form 8-K filed on August
28, 2002
(21) Incorporated by reference from the exhibit to Hollywood Media's Current Report on Form 8-K filed on May
23, 2002
(b) REPORTS ON FORM 8-K
The following report on Form 8-K was filed during the fourth quarter of
2002:
Filing Date: December 10 2002
Item Reported: Item 5. - Other Events and Required FD Disclosure. The report
included the following:
On December 9, 2002, Hollywood Media Corp. ("Hollywood Media") amended the terms
of its shareholder rights plan (the "Plan") to increase the amount of shares
that can be acquired by a shareholder under certain circumstances without the
holder being deemed an "Acquiring Person" under the Plan. Under the Plan as
amended, if a shareholder becomes the holder of more than 15% of Hollywood
Media's Common Stock by reason of a reduction in the number of Hollywood Media's
outstanding shares in a board-approved transaction, the holder would be
permitted to acquire up to an additional 5% of the Common Stock without being
deemed an Acquiring Person under the Plan. Prior to such amendment, a holder
would be permitted to acquire up to 1% more of the Common Stock under such
circumstances.
Additional information about such amendment is contained in the report.
104
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 31, 2003 By: /s/ Mitchell Rubenstein
------------------------------
Mitchell Rubenstein, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 31, 2003 /s/ Mitchell Rubenstein
------------------------------------------
Mitchell Rubenstein, Chairman of the Board and
Chief Executive Officer (Principal executive officer)
Date: March 31, 2003 /s/ Laurie S. Silvers
------------------------------------------
Laurie S. Silvers, Vice Chairman of the Board,
President and Secretary
Date: March 31, 2003 /s/ Nicholas G. Hall
------------------------------------------
Nicholas G. Hall, Chief Operating Officer (Principal
financial and accounting officer)
Date: March 31, 2003 /s/ Martin H. Greenberg
------------------------------------------
Martin H. Greenberg, Director
Date: March 31, 2003 /s/ Harry T. Hoffman
------------------------------------------
Harry T. Hoffman, Director
Date: March 31, 2003 /s/ Deborah J. Simon
------------------------------------------
Deborah J. Simon, Director
Date:
------------------------------------------
Robert E. McAllan, Director
105
CERTIFICATIONS
I, Mitchell Rubenstein, as Chief Executive Officer of Hollywood Media Corp.,
certify that:
1. I have reviewed this annual report on Form 10-K of Hollywood Media Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003 By: /s/ Mitchell Rubenstein
-------------------------------------------
Mitchell Rubenstein, Chairman of the Board
and Chief Executive Officer
106
I, Nicholas G. Hall, as Chief Operating Officer, (Principal financial and
accounting officer), of Hollywood Media Corp., certify that:
1. I have reviewed this annual report on Form 10-K of Hollywood Media Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003 By: /s/ Nicholas G. Hall
------------------------------------------
Nicholas G. Hall, Chief Operating Officer
107