FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 237 West
Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
(561) 998-8000
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(Issuer'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 herein, 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. [ ]
The aggregate market value of the registrant's common stock, $.01 par value,
held by non-affiliates on March 26, 2001, based on the last sale price of the
common stock on that date as reported by Nasdaq, was $66,249,500.
As of March 26, 2001, there were 25,012,982 shares of the issuer's common stock,
$.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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HOLLYWOOD MEDIA CORP.
FORM 10-K/A
FOR THE YEAR ENDED
DECEMBER 31, 2000
Table of Contents
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FORWARD-LOOKING STATEMENTS................................................. 5
PART I
Item 1. Business........................................................... 5
Item 2. Properties......................................................... 20
Item 3. Legal Proceedings.................................................. 21
Item 4. Submission of Matters to a Vote of Security Holders................ 22
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................................ 24
Item 6. Selected Financial Data ........................................... 25
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..................................... 27
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............................ 83
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PART III
Item 10. Directors and Executive Officers of the Registrant................ 84
Item 11. Executive Compensation............................................ 89
Item 12. Security Ownership of Certain Beneficial Owners
and Management................................................ 95
Item 13. Certain Relationships and Related Transactions.................... 97
Item 14. Exhibits, Financial Statements Schedules and Reports
on Form 8-K..................................................... 105
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FORWARD-LOOKING STATEMENTS
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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 such results to differ
materially from 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, words such as "may," "will,"
"should," "expect," "believe," "anticipate," "intend," "plan," "could,"
"estimate," "pro forma" or "continue" or the negative variations thereof or
comparable terminology are intended to identify forward-looking statements.
Factors that may affect Hollywood Media's results include, but are not limited
to, our continuing operating losses and accumulated deficit, our limited
operating history, the need for additional capital to finance our operations,
the need to manage our growth and integrate new businesses into Hollywood Media,
our ability to develop strategic relationships, our ability to compete with
other Internet companies, technology risks and the general risk of doing
business over the Internet, future government regulation, dependence on our
founders, the interests of our largest shareholder, Viacom Inc., and accounting
considerations related to our strategic alliance with Viacom Inc. Hollywood
Media is also subject to other risks detailed herein, including those risk
factors discussed in the "Risk Factors" section of 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
forward-looking statements, which speak only as of the date of this Form 10-K.
PART I
Item 1. Business.
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Introduction
Media Company Focused on the Hollywood and Entertainment Verticals.
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 and the entertainment industry. Hollywood
Media derives a diverse stream of revenues from this array of business units,
including revenue from retail and wholesale movie and Broadway ticket sales,
business-to-business content syndication, subscription fees, content licensing
fees, advertising and book development. Due to a common focus on the
entertainment vertical, each of these business units supports the others - with
content shared between multiple business units and customers cross-generated for
one unit by another. For instance, our Hollywood.com consumer content site
funnels customers into our MovieTickets.com affiliate (30.7% equity interest)
while making use of movie listings supplied by CinemaSource, a wholly owned
subsidiary of Hollywood Media, which is the largest business-to-business
supplier of movie showtimes.
Poised to Capitalize on the Exploding Demand for Entertainment Data.
Hollywood Media is a market leader in supplying entertainment listing
information and ticketing services for data applications, both wired and
wireless. Entertainment content (particularly movie showtimes listings) has
always been "must carry" for newspapers and other traditional media, has quickly
become "must carry" for Internet portals and will soon be "must carry" content
for wireless companies, interactive television providers and others who seek to
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provide localized content to end users. The growing need for information
providers to supply local content and services directly to end users has created
tremendous demand for our top ranked database of movie listings and for access
to Hollywood Media's premier online ticketing services. Many of the leading
newspapers (including The New York Times), wireless service providers (including
AT&T Wireless, Sprint PCS and Verizon Wireless) and Internet portals (including
AOL, Yahoo!, Lycos, Excite and TicketMaster/CitySearch) license our content.
Strong Strategic Partnerships. Hollywood Media has strong financial
and business relationships with leading companies in the entertainment industry.
We have a strategic, seven-year agreement with Viacom, which calls for Viacom to
provide Hollywood Media with $105 million of marketing and promotion across a
full range of CBS media properties. This resource currently accounts for
approximately 95% of our total marketing expenditure and does not impact our
cash flow. Our MovieTickets.com affiliate is party to a separate transaction
with Viacom in which Viacom will provide MovieTickets.com with $25 million of
marketing over five years. In addition, in March 2001 our MovieTickets.com
affiliate reached an agreement with America Online under which
MovieTickets.com's ticketing services will be integrated and promoted throughout
AOL's online properties. MovieTickets.com will also integrate the ticketing
inventory of AOL's Moviefone into MovieTickets.com's existing ticketing
footprint to offer online movie ticketing coverage for 85% of all Internet-ready
movie screens in the country. As part of the agreement, AOL acquired a three
percent equity interest in MovieTickets.com for $8.5 million in cash.
Cutting Edge Initiatives. Hollywood Media is currently undertaking
several cutting edge initiatives that will further leverage its extensive base
of proprietary information and critical mass of customers. Our MovieTickets.com
affiliate launched its wireless ticketing service in May 2000 and has become one
of the top providers of wireless movie ticketing services. MovieTickets.com is
currently rolling out several new ticketing technologies, such as home printing
of tickets, which should further fuel strong ticketing revenue growth in the
future. We are also pursuing initiatives to generate additional revenues from
our leading database of proprietary consumer information, which is well suited
for targeted marketing initiatives. For instance, we can provide Hollywood
studios - which spend an average of $21.4 million on marketing per film - and
others with direct access to large numbers of movie goers and their movie
viewing habits.
Dynamic, Entrepreneurial and Experienced Management Team. Hollywood
Media is led by a dynamic and entrepreneurial management team that has a record
of past successes. CEO Mitchell Rubenstein and President Laurie Silvers have a
combined 40 years experience in the media industry and have built a number of
successful media businesses including the SciFi Channel, which the two founded
in 1985 and sold to USA Networks in 1992. Mr. Rubenstein and Ms. Silvers have
assembled Hollywood Media's integrated mix of businesses and oversee Hollywood
Media's direction. Each of Hollywood Media's business units is run by deep and
experienced management teams with significant expertise in their respective
businesses.
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Businesses to Business Syndication Divisions
CinemaSource. CinemaSource is the largest supplier of movie showtimes
to the Internet as measured by market share and compiles movie showtimes for
every movie theater in the United States and Canada, representing approximately
36,000 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 Newsday, Internet
companies including AOL's Digital City, Yahoo!, Lycos, Excite,
Ticketmaster/CitySearch, NBCi and wireless providers such as Sprint PCS, AT&T
Wireless and Verizon.
CinemaSource also syndicates entertainment news, movie reviews, and
celebrity biographies. In addition to charging guaranteed amounts for the data
that it provides to its customers, CinemaSource often shares in the advertising
revenue generated by its customers in connection with the data.
EventSource. We launched the EventSource business in mid-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 live theater.
EventSource entered into an agreement with AOL's Digital City in April 2000 to
provide event listings for up to 200 cities nationwide. In addition to Digital
City, other EventSource customers include the web sites of The New York Times
and Knight Ridder.
TheaterSource. We launched the TheaterSource business in mid-2000 as a
further expansion of the operations of EventSource. TheaterSource compiles and
syndicates a comprehensive database of theater productions and showtimes,
covering shows on Broadway, off-Broadway, touring companies, community
playhouses, dinner theaters throughout North America and in London's West End
theater district.
ConcertSource. We launched this business in October 2000. ConcertSource
offers extensive local listings of concerts and music-related events from major
arenas to small local jazz clubs, including a complete listing of every
performance from major touring groups to hometown bands. ConcertSouce currently
covers concert and event listings for the top 60 markets in the United States
and plans to expand its coverage to more than 200 markets throughout North
America.
Baseline. We own and operate Baseline, a business which includes a
pay-per-use subscription web site (located at Baseline.hollywood.com) and
various publications including the Motion Picture Finance Investor newsletter,
geared to movie studios, investment banks, news agencies, consulting firms and
other professionals in the entertainment industry. We acquired Baseline from
media analyst Paul Kagan. Based on its 15-year history, we believe the Baseline
business maintains one of the most comprehensive movie and television-related
databases. Baseline is a comprehensive database of information on over 67,000
films and television programs, as well as biographies on entertainment industry
professionals. This rich, interactive database is accessible online to our
subscribers and includes credits, synopses, reviews and box office statistics.
Baseline continuously tracks production, distribution, and exhibition of feature
films worldwide, including box office projections, budgets, and trends. Baseline
customers include Bloomberg, Daily Variety, People Magazine, Lexis-Nexis,
Disney, DreamWorks, Paramount Pictures, Universal, Morgan Stanley and Lehman
Brothers.
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Internet Divisions
Hollywood.com. Hollywood.com is a premier entertainment related web
site featuring over one million pages of in-depth movie, television and other
entertainment content, including movie descriptions and reviews, digitized movie
trailers and photos, movie showtime listings, entertainment news, box office
results, interactive games, movie soundtracks, television listings, concert
information, celebrity profiles and biographies, comprehensive coverage of
entertainment awards shows and film festivals and exclusive video coverage of
movie premieres.
We sell banner advertising and sponsorships on Hollywood.com through
relationships with advertising rep. firms and through an internal sales staff.
Some of our recent advertisers include Microsoft, Toyota, Universal Studios,
eBay, Proctor & Gamble, Visa, M&Ms, Diet Coke, New Line Cinema, JC Penny, US
Army, Nissan, AT&T, Discovery/TLC, Nextel and Women.com.
We promote the Hollywood.com web site through our strategic
relationships with Viacom Inc. and the National Association of Theatre Owners
("NATO"). Through exclusive contracts with NATO and over 85 of its member
theater exhibitors, we promote the Hollywood.com web site to movie audiences by
airing trailers about Hollywood.com before feature films that play in
participating theaters and by displaying posters and other promotional materials
in those theaters. In exchange, we develop and maintain web sites for many of
the theater exhibitors that feature their movie showtimes.
In January 2000 we entered into a strategic, seven-year relationship
with Viacom Inc. that provides for extensive promotion of the Hollywood.com and
Broadway.com web sites. Viacom has agreed to provide Hollywood.com and
Broadway.com with $105 million of promotion across its full range of CBS media
properties, including the CBS television network, CBS owned and operated
television stations, CBS cable networks, Infinity Broadcasting Corporation's
radio stations and outdoor billboards and CBS syndicated television and radio
programs. The promotion provided by Viacom is valued based upon the average
price charged by Viacom for similar promotions during the applicable time
period. To supplement our internal sales efforts, we also have the right to
reallocate a portion of each year's promotional budget and require Viacom to
sell up to $1.5 million of advertising on the Hollywood.com and Broadway.com web
site. Viacom has agreed to include the Hollywood.com web site in all advertising
sale programs and presentations that are appropriate for the sale of advertising
on the web site. We will pay an 8% commission on any additional advertising
revenues generated by Viacom for us in excess of the $1.5 million guaranteed
amount selected by us each year.
We have entered into and are pursuing several strategic relationships
geared toward leveraging the Hollywood.com brand internationally. We entered
into an agreement with America Online Latin America, Inc. in late 1999 pursuant
to which we agreed to launch Portuguese and Spanish versions of the
Hollywood.com web site to be promoted on AOL in countries throughout Latin
America. We launched the br.hollywood.com Portuguese-language web site in Brazil
in November 1999 and the mx.hollywood.com and ar.hollywood.com Spanish-language
web site in Mexico and Argentina in May 2000. These web sites are tailored to
the local movie-going audience and feature much of the same content that is on
Hollywood.com, including daily entertainment news, movie descriptions and
reviews, movie previews, movie soundtracks, celebrity profiles and biographies
and interactive games. Each of these web sites are featured and promoted on the
entertainment channels of both AOL Latin America and El Sitio.com, a Latin
American-based Internet portal.
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Broadway.com. We launched Broadway.com on May 1, 2000. Broadway.com
features theater showtimes for virtually all professional live theater venues in
the U.S. as well as London's West End and hundreds of college and local live
theater venues; the ability to purchase Broadway, off-Broadway and West End
theater tickets online (See - Ticketing Divisions); 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 ticket sales, advertising
sales, and syndication of its content to other Internet companies.
Ticketing Divisions
MovieTickets.com. MovieTickets.com Inc., was launched in late May 2000.
Each of Hollywood Media Corp., AMC Entertainment, Inc. and National Amusements,
Inc. currently owns approximately 30.7% of the equity of MovieTickets.com, Inc.
and the venture entered into an agreement with Viacom Inc. whereby Viacom
acquired a five percent interest for $25 million of advertising over five years.
MovieTickets.com is promoted through on-screen advertising in each participating
exhibitor's movie screens and through $25 million of Viacom advertising and
promotion over the next five years. In early 2001, America Online Inc. purchased
a 3% equity interest in MovieTickets.com for $8.5 million in cash. In connection
with that transaction, MovieTickets.com's ticket inventory will be promoted
throughout America Online's interactive properties and ticket inventory of AOL's
Moviefone will be featured on MovieTickets.com. As a result, MovieTickets.com
will feature online ticket sales for 85% of all Internet-ready movie screens in
the country.
MovieTickets.com's current participating exhibitors include AMC
Entertainment Inc., National Amusements, Inc., Famous Players Inc., Marcus
Theaters, Muvico Entertainment and several regional exhibitors. These 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. AMC Entertainment Inc. is
the largest movie theater operator in the United States based on box office
sales and Famous Players generates approximately half of all box office sales in
Canada. 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 theater. The web site contains movie content from
Hollywood Media's various units including Baseline 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.
Theatre Direct International and Broadway.com. We acquired Theatre
Direct International (TDI) as of September 15, 2000. Founded in 1990, TDI is a
wholesaler of live theater tickets serving over 40,000 domestic and
international travel professionals, traveling consumers and New York area
theater patrons. TDI is a ticketing wholesaler to the travel industry that
provides groups and individuals with access to theater tickets and knowledgeable
service, covering shows on Broadway, long running shows off-Broadway and shows
in London. TDI sells tickets through an 800 toll-free number, through SABRE (a
travel agent reservation system), via the Broadway.com web site and by fax. TDI
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is part of a marketing co-operative which promotes Broadway shows to the travel
industry around the world through advertising brochures and trade shows and
consists of 12 producers and the following 17 top shows: Aida, Beauty and the
Beast, Blast, Cabaret, Chicago, Contact, 42nd Street, Jane Eyre, Kiss Me Kate,
Les Miserables, Rent, Riverdance, The Full Monty, The Lion King, The Music Man,
The Rocky Horror Show and The Phantom of the Opera. In addition, TDI's education
division, Broadway Classroom, markets group tickets to schools across the
country. TDI's offline ticketing service complements the online ticketing
services available on Broadway.com. The combined companies provide live theater
ticketing and related content for all Broadway shows and most shows running
off-Broadway and in London's West End at over 200 venues in multiple markets to
a customer base consisting of over 40,000 travel agencies, tour operators,
corporations and educational institutions, in addition to numerous newspapers
and web site.
Intellectual Properties Business
Intellectual Properties. Our intellectual properties division owns the
exclusive rights to intellectual properties, which are complete stories and
ideas for stories, created by best-selling authors and media celebrities. Some
examples of our intellectual properties are Leonard Nimoy's Primortals, Mickey
Spillane's Mike Danger and Anne McCaffrey's Acorna the Unicorn Girl. We license
rights to our intellectual properties to companies such as book publishers, film
and television studios, multi-media software companies and producers of other
products. These licensees develop books, television series and other products
based on the intellectual properties licensed from us. 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
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. 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. NetCo Partners owns Tom Clancy's NetForce which was
licensed to Putnam Berkley for a series of mass market paperbacks and to ABC
Television for a television mini-series and video distribution in accordance
with the terms of the partnership agreement and the other properties have
reverted back to Hollywood Media.
Book Development and Book Licensing. Our intellectual properties
division also includes a book development and book licensing operation through
our 51% owned subsidiary, Tekno Books, that develops and executes book projects,
typically with best-selling authors. Tekno Books has worked with approximately
50 New York Times best-selling authors, including Tom Clancy, Jonathan
Kellerman, Dean Koontz, Tony Hillerman, Robert Ludlum and Scott Turow, and
numerous media celebrities, including David Copperfield, Louis Rukeyser and
Willard Scott. Our intellectual properties division has licensed books for
publication with more than 60 book publishers, including HarperCollins, Bantam
Doubleday Dell, Random House, Simon & Schuster, Penguin Putnum and Warner Books.
The book development and book licensing division has a library of more than
1,200 books. The Chief Executive Officer of Tekno Books, Dr. Martin H.
Greenberg, is also a director of Hollywood Media and owner of the remaining 49%
interest in Tekno Books.
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Tekno Books also owns a 50% interest in Mystery Scene Magazine, a trade journal
of the mystery genre of which Dr. Greenberg is co-publisher. During 1995,
Hollywood Media directly acquired an additional 25% interest in the magazine.
Risk Factors
The forward-looking statements contained in this Form 10-K involve
known and unknown risks, uncertainties and other factors that may cause
Hollywood Media's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements anticipated, expressed or implied by such
forward-looking statements. Such factors include, among others, those discussed
in this section as well as those discussed elsewhere in this Form 10-K and in
our other filings with the SEC.
We may not be able to compete successfully.
Internet Businesses. The market for Internet services and products is
relatively new, intensely competitive and rapidly changing. The number of web
sites on the Internet competing for consumers' attention and spending has
proliferated and we expect that competition will continue to intensify.
Competition could result in less user traffic to our web site, 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 site targeted to entertainment enthusiasts,
particularly moviegoers and theatergoers, such as Film.com, IMDb.com and
Playbill.com;
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 site, such as
Eonline.com;
o traditional movie and entertainment organizations and vendors of
entertainment merchandise and products, including conventional retail
stores and catalog retailers, many of which have established web site,
including Disney and Warner Brothers;
o general purpose consumer online services such as AOL, Yahoo! and Microsoft
Network, each of which provides access to movie-related information and
services; and
o web search and retrieval and other online services, such as Excite, Lycos
and Yahoo! and other high-traffic web site.
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 factor 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.
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Our ability to compete depends on many factors, many of which are
outside of our control. These factors include the quality of information
contained on our web site and on our competitors' web site, the ease of use of
services developed either by us or by our competitors, the timing and market
acceptance of new and enhanced services developed either by us or by our
competitors, and sales and marketing efforts by us and our competitors.
Based on our review of publicly available documents, we believe some of
our existing competitors, 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. In
addition, as we expand internationally, we will face new competition. 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.
Ticketing Businesses. The market for Internet and wireless
ticketing services and products is relatively new, intensely competitive and
rapidly changing. The number of telephone services, online services, wireless
services and web sites on the Internet competing for consumers' attention and
spending has proliferated and we expect that competition will continue to
intensify. We compete, directly and indirectly, for advertisers, viewers,
members and content providers with the following categories of companies:
o telephone services, wireless services and web site 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; and
o travel agents and other traditional ticketing organizations, companies,
agents and brokers.
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 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 AND MOVIETUNES 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
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HOLLYWOOD.COM, MOVIETUNES.COM, THE GOLDEN HITCH, BROADWAY.COM and the slogans
GIVING TRAILERS THE RESPECT THEY DESERVE, ISN'T IT TIME YOU WENT HOLLYWOOD!, 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, any
one of which could adversely affect our ability to operate our business in its
current form.
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 adversely affect our ability to operate our business in its current
form. 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 substantial 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.
In 1999 we obtained a federal trademark registration for the name
HOLLYWOOD ONLINE and in 1998 we obtained a federal trademark registration for
the name BIG ENTERTAINMENT. In December 2000 we changed our corporate name and
primary branding to HOLLYWOOD MEDIA CORP. 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
13
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
our core brands and thus adversely affect 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 and featured characters. Hollywood Media (including Netco
Partners) currently has approximately 46 U.S. registered trademarks and
approximately seven trademark applications are pending related to this business.
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 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, 2000, 1999 and 1998 we had net losses of
approximately $51.8, $24.7 and $10.7 million, respectively. As of December 31,
2000, we had an accumulated deficit of approximately $112.8 million. We expect
to incur additional losses during the next several years while we continue to
grow our businesses. Our future success will depend on the continued growth in
the use of the Internet in general and our web site in particular and our
ability to generate advertising, syndication and ticketing revenues.
In addition, our Internet and ticketing operating results may fluctuate
significantly in the future as a result of a variety of factors, including:
o our ability to maintain and increase levels of traffic on our web
sites;
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 seasonal variations in the demand for Broadway tickets and resulting
variations in our revenue from Broadway ticket sales;
o decreased demand for our syndicated content as a result of decreases
in the number of content-oriented web sites and general downturns in
the Internet industry;
o our ability to enter into or renew strategic relationships and
agreements with popular media and entertainment organizations, web
site and media celebrities;
14
o the amount and timing or our marketing expenditures and other costs
relating to the expansion of our operations;
o new products, web site 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 require additional capital to finance our operations and there
can be no assurance that additional financing will be available
We have required substantial financing to fund our acquisitions and
growth over the past five years. We may continue to require additional financing
for marketing and promotional activities, to fund our growth plan and for
working capital. Our current operating plans and assumptions indicate that
anticipated cash flows when combined with cash on hand and other potential
sources of capital will be enough to meet our working capital requirements for
the next twelve months. If plans change or our assumptions prove to be
inaccurate, we may need to seek further financing or curtail our operations. The
actual amount and timing of our future capital requirements may differ
materially from our estimates as a result of, among other things, decreases in
revenue from advertising sales compared to our projections, the possibility that
we acquire new businesses that generate cash losses, and unanticipated capital
expenditures to maintain and improve our web sites and other 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. We cannot assure you that any additional financing will be available
or if available, that it will be on favorable terms.
We must manage our growth in order to achieve the desired results.
We have significantly expanded our Internet and ticketing operations
over the past two years through our acquisitions of the businesses of
hollywood.com, Inc., CinemaSource, Inc., Baseline II, Inc., BroadwayTheater.com,
Inc. and Theatre Direct NY, Inc. and through the launch of Broadway.com,
MovieTickets.com and our Portuguese and Spanish-language sites in Brazil,
Argentina and Mexico. 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 difficulty assimilating the operations, technology and personnel of
the combined companies;
o disruption of our ongoing businesses due to the resources needed to
complete these transactions;
o increased marketing and advertising expenses to promote new ventures;
o problems retaining key technical and managerial personnel;
o the availability of financing to make acquisitions;
o expenses associated with amortization of goodwill and other purchased
intangible assets;
o additional operating losses and expenses of acquired businesses; and
o the inability to maintain relationships with the customers or other
business partners of acquired businesses.
15
We may not succeed in addressing these risks if we do not adequately
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 be adversely impacted.
We are dependent on our ability to develop strategic relationships with
media and entertainment organizations and best-selling authors.
The success of our Internet operations is dependent in part on our
ability to enter into and renew strategic relationships and agreements with
media and entertainment organizations. Our intellectual property division is
dependent on our ability to identify, attract and retain best-selling authors
and media celebrities who create 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 Hollywood Media operates its intellectual
properties division, but he is not subject to an employment agreement with Tekno
Books. 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 operations, or that of
our affiliates, could be damaged by fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events. Our web site 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 site in general, our web site 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 viewers to our web site and our 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.
16
We may not be able to adapt as Internet technologies and customer
expectations continue to evolve.
To be successful, we must adapt to rapidly changing Internet
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 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.
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 recently passed 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 (iii) 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
17
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 ".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 personnel, or retaining and
motivating existing personnel, our business will be adversely affected.
Viacom Inc. beneficially owns approximately 31% of our common stock and
its interests may differ from yours.
Viacom Inc.'s significant equity interest in us and other rights we
have granted to Viacom could delay or prevent a merger or other transaction
involving a change of control of us that could be beneficial to you. Viacom
beneficially owns approximately 31% of our outstanding common stock. Viacom also
currently has the right to nominate two individuals for election to our board of
directors. If we issue common stock or securities convertible into common stock
in the future, Viacom will, with some exceptions, have the right to purchase for
cash securities from us so it can maintain its percentage ownership. As a result
of its equity interest in us and its right to nominate individuals for election
to our board, Viacom may be able to influence our management and affairs.
The accounting treatment of Viacom Inc.'s investment in us will result
in future non-cash expenses on our income statement.
Viacom Inc.'s commitment to provide $105.5 million of advertising,
promotion and content for our Hollywood.com and Broadway.com web site is
recorded as an asset on our balance sheet. The original amount of the asset was
approximately $137 million, the fair market value of the common stock issued to
Viacom in exchange for the $105.5 million of advertising and $10.8 million in
cash. As we receive the advertising, promotion and content from Viacom over the
seven-year term of the agreements, we will record a non-cash expense on our
income statement in an amount equal to the value paid for the advertising,
promotion and content received. We currently expect to record an expense of
approximately $19.6 million per year to reflect the value of the advertising,
promotion and content expected to be received each year during the seven-year
term. This expense will result in a net loss to us to the extent our revenues do
not increase by an amount at least equal to the amount of the expense.
18
Our stock price is volatile.
The trading price of our common stock has and may continue to fluctuate
significantly. During the 12 months ended March 26, 2001, the trading price for
our common stock on the Nasdaq Stock Market has ranged from $3.00 to $16.25 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 adversely affect the price of our stock, regardless of our
operating performance.
Our stock price may be hurt if the number of investors seeking to sell
shares of our common stock in the public market increases.
As of March 26, 2001, approximately 12 million shares of our common
stock, representing approximately 48% of our outstanding shares of common stock,
constituted "restricted securities" as defined in Rule 144 under the Securities
Act. Most of these shares are subject to agreements with Hollywood Media
permitting the holders thereof to demand that Hollywood Media register the
shares for resale under the Securities Act. This will permit the sale of
registered shares of common stock in the open market or in privately negotiated
transactions without compliance with the requirements of Rule 144. We are unable
to estimate the amount, timing or nature of future sales of outstanding common
stock. Sales of substantial amounts of our common stock in the public market
could adversely affect the market price for our common stock. 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.
Our common stock price may be hurt by the effects of outstanding
options, warrants and convertible securities.
As of March 15, 2001, we had options and warrants outstanding for the
purchase of an aggregate of approximately 4.7 million shares of our common stock
with an average exercise price of $11.96 per share, and we plan to issue
additional options from time to time to our employees and directors. Exercise of
these options and warrants will cause dilution to existing shareholders. As long
as these options and warrants remain unexercised or are not converted, the terms
under which we can obtain additional capital may be adversely affected.
Moreover, the holders of the options and warrants may exercise or convert them
at a time when we are attempting to obtain needed capital by a new offering of
our securities on terms more favorable than those provided by these securities.
In connection with our financing on August 22, 2000, we issued
adjustment warrants to Elliott Associates, L.P. and Elliott International, L.P.
We have issued and expect to continue through September 2001 to issue additional
shares of common stock to the investors for no additional consideration upon
their exercise of the adjustment warrants. The precise number of shares of
common stock to be issued is determined in accordance with a formula set forth
in the adjustment warrants.
19
Additionally, our board of directors may, without shareholder approval,
issue additional shares of preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock.
There are risks that may make it difficult for us to achieve the
outcomes predicted in our forward-looking statements.
Many of the statements included in this Form 10-K and in the documents
incorporated by reference in this Form 10-K, including the description of our
plans, strategies, pending or possible acquisitions and financing plans, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our actual
future performance could differ materially from these forward-looking statements
or that are otherwise made by us or on our behalf. "Forward-looking statements"
are not based on historical facts and are typically phrased using words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate"
or "continue" and similar expressions or variations.
Important factors that could cause actual results to differ materially
from our expectations include those risks identified under this "Risk Factors"
section, well as those discussed elsewhere in this Form 10-K and in our filings
with the Securities and Exchange Commission. We caution you not to place undue
reliance on these forward-looking statements. All written and oral
forward-looking statements attributable to the us or persons acting on our
behalf are qualified in their entirety by these cautionary statements.
Employees
At March 15, 2001, we employed approximately 213 full-time and 29
part-time employees. Of our 242 employees, 110 employees are engaged in our
business-to-business syndication and licensing divisions conducted through
Baseline, CinemaSource and EventSource, 44 employees are engaged in our
ticketing divisions, 37 employees are engaged in the development and production
of Hollywood.com, Broadway.com and our other content-based web sites, 4
employees are engaged in our intellectual properties division, and 47 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.
Item 2. Properties.
-----------
Hollywood Media leases office space in Florida, California, Connecticut
and New York. The general terms of the leases for each of these locations are as
follows:
20
Current
Location Square Feet Monthly Rent Expiration Date
-------- ----------- ------------ ---------------
Baseline and 8,500 $23,375 October 31, 2010
Broadway.com
New York, NY
Corporate Headquarters 9,200 $19,876 August 31, 2002
Boca Raton, FL 5,850 $9,040 September 30, 2006
Hollywood.com 2,002 $5,672 July 31, 2001
Hollywood, California
CinemaSource, 5,365 $7,040 September 30, 2002
EventSource, 5,660 $5,000 Month to Month
Theatersource and
ConcertSource
Ridgefield, CT
Theatre Direct 3,250 $8,125 March 31, 2009
International 710 $2,012 November 30, 2003
New York, NY
Item 3. Legal Proceedings.
------------------
Hollywood Media is a party to various legal proceedings arising in the
ordinary course of business, including the proceedings described below and
litigation related to four separate leases that were terminated by Hollywood
Media upon the closing of its retail business. We do not expect any of these
legal proceedings to have a material adverse impact on Hollywood Media's
financial condition or results of operations.
Steven B. Katinsky v. The Times Mirror Company, Hollywood.com, Inc. and
Hollywood Online Inc. filed on September 8, 2000 in Superior Court of the State
of California for the County of Los Angeles. The lawsuit was dismissed in
December 2000 and the parties were ordered to arbitrate the dispute. Claim
against Tribune Company (formerly The Times Mirror Company) and Hollywood Media
seeking a performance cycle bonus allegedly owing to the claimant by Tribune
Company in connection with the sale of Hollywood Online Inc. from Tribune
Company to Hollywood Media. The claimant is 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. Hollywood Media is indemnified by
Tribune Company for the amount of any such performance cycle bonus payable to
the claimant. Hollywood Media believes that all claims by the claimant against
Hollywood Media are without merit and intends to defend them vigorously.
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
lawsuit was dismissed in January 2001 and the parties were given the right to
arbitrate the dispute. The parties have not commenced an arbitration proceeding.
21
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. Interviews.com is owned
and controlled by Steven Katinsky, the claimant in the matter described above.
All matters related to this claim occurred prior to Hollywood Media's
acquisition of Hollywood Online, Inc. in May 1999 and all domain names subject
to the dispute have been transferred to the claimant. The domain names
transferred were not being utilized by Hollywood Media and were not related to
Hollywood Media's business. The claimant is seeking monetary damages in excess
of $5 million. Hollywood Media believes that this claim is without merit and
intends to defend it vigorously.
Item 4. Submission of Matters to a Vote of Securityholders.
---------------------------------------------------
Hollywood Media held its annual meeting of shareholders on December 15,
2000. The following describes the matters voted upon at the annual meeting and
the number of votes cast for and against, as well as abstentions and broker
non-votes, if any, with respect to each matter:
A. Election of Directors
Nominee Votes For Votes Against
------- --------- -------------
Mitchell Rubenstein 19,753,586 1,173,447
Laurie S. Silvers 19,753,586 1,173,447
Dr. Martin H. Greenberg 19,753,586 1,173,447
Harry T. Hoffman 20,832,026 95,007
Russell I. Pillar 20,832,026 95,007
Jules L. Plangere, Jr. 20,832,026 95,007
Mitchell Semel 20,832,026 95,007
Deborah J. Simon 20,832,026 95,007
David D. Williams 20,430,835 496,198
B. Approval of an amendment and restatement of Hollywood Media's Second
Amended and Restated Articles of Incorporation to change Hollywood Media's
name to Hollywood Media Corp.
Number Percentage
------ ----------
For 20,915,926 99%
Against 9,877 1%
C. Approval and adoption of Hollywood Media's 2000 Stock Incentive Plan.
Number Percentage
------ ----------
For 15,736,972 75%
Against 2,642,463 12.6%
22
D. Ratification of the selection of Arthur Andersen LLP as Hollywood Media's
independent public accountants for the year ending December 31, 2000.
Number Percentage
------ ----------
For 20,915,391 99%
Against 8,480 1%
23
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
---- ---
2000
First Quarter........................................ $ 20.500 $ 14.500
Second Quarter....................................... $ 15.750 $ 7.500
Third Quarter........................................ $ 11.813 $ 5.375
Fourth Quarter....................................... $ 8.000 $ 3.000
1999
First Quarter........................................ $ 17.250 $ 9.875
Second Quarter....................................... $ 34.000 $ 12.375
Third Quarter........................................ $ 25.000 $ 15.000
Fourth Quarter....................................... $ 24.500 $ 14.250
Holders of Common Stock
As of March 15, 2001, there were 214 record holders of Hollywood
Media's common stock and approximately 2,976 beneficial 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.
Sales of Unregistered Securities
See Note 11 to the Financial Statements included in Item 8 of Part II
of this Form 10-K/A with respect to sales of unregistered securities by
Hollywood Media during 2000. All of such sales were made pursuant to the
exemption from registration afforded by Section 4(2) of the Securities Act.
24
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,
----------------------------------------------------------------------------
2000(a) 1999(b) 1998 1997 1996
--------------- -------------- ------------- ------------- -------------
STATEMENT OF OPERATIONS DATA:
Net revenue $ 29,517,505 $ 10,106,111 $ 11,126,516 $ 10,291,447 $ 7,611,113
Cost of sales 14,264,002 3,572,832 5,987,383 5,447,989 4,922,761
--------------- -------------- ------------- ------------- -------------
Gross profit 15,253,503 6,533,279 5,139,133 4,843,458 2,688,352
---------------- --------------- -------------- -------------- -------------
Operating Expenses:
General and administrative 11,220,529 8,227,022 5,196,364 4,902,675 4,969,883
Selling and marketing 9,593,871 5,074,568 2,566,702 1,378,085 --
Salaries and benefits 11,810,803 5,916,024 4,151,725 3,884,926 3,374,090
Amortization of CBS advertising 24,244,647 2,344,950 -- -- --
Amortization of goodwill and intangibles 6,775,206 3,704,011 31,428 347,312 451,683
Depreciation and amortization 4,323,331 1,627,056 1,076,983 831,623 --
Provision for closed stores and lease
termination costs 233,763 4,551,094 1,121,028 -- --
---------------- --------------- -------------- -------------- -------------
Total operating expenses 68,202,150 31,444,725 14,144,230 11,344,621 8,795,656
---------------- --------------- -------------- -------------- -------------
Operating Loss (52,948,647) (24,911,446) (9,005,097) (6,501,163) (6,107,304)
Equity in Earnings of Investments 1,906,132 1,188,142 877,549 2,702,049 --
Interest expense (430,377) (673,292) (824,967) (323,414) (237,108)
Interest income 90,855 109,383 6,118 296 54,408
Other income (expense), net (54,434) (3,440) 42,989 73,894 55,470
Minority Interest (411,029) (366,371) (347,081) (354,609) (421,075)
Deferred tax (expense) benefit -- -- (1,407,600) 1,407,600 --
--------------- -------------- ------------- ------------- -------------
Net loss $ (51,847,500) $ (24,657,024) $ (10,658,089) $ (2,995,347) $ (6,655,609)
================ ============== ============= ============= =============
Net loss per share - basic and diluted $ (2.23) $ (2.01) $ (1.47) $ ( .51) $ (1.22)
================ ============== ============= ============= =============
Weighted average common and common
Equivalent shares outstanding -
Basic and diluted 23,270,862 12,310,195 7,456,651 6,316,013 5,477,595
=============== =============== ============== ============= =============
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------------- -------------- ------------- ------------- -------------
BALANCE SHEET DATA:
Cash and cash equivalents $ 1,911,224 $ 2,475,345 $ 729,334 $ 887,153 $ 1,675,852
Working capital (deficit) 14,871,414 (4,817,879) (1,407,449) (175,730) 1,285,093
Total assets 169,278,082 62,482,825 8,569,821 12,639,921 8,243,419
Capital lease obligations, less current portion 721,521 995,213 1,741,062 1,803,344 731,807
Total shareholders' equity 158,693,890 49,498,786 1,523,435 5,103,853 4,191,867
25
We made three acquisitions in 1999 and two acquisitions in 2000. We
also closed our brick and mortar retail operations in 1999. All of
these activities impacted the comparability of our selected financial
data as more fully described below:
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.
(a) For the Year Ended December 31, 2000:
On May 1, 2000 we acquired the assets of BroadwayTheater.com, Inc which
sells theater tickets on line predominately for Broadway, Off-Broadway
and London Theater.
On September 15, 2000 we acquired the capital stock of Theatre Direct
NY, Inc. a wholesaler of Broadway, Off-Broadway and London Theater
tickets.
(b) For the Year Ended December 31, 1999:
On May 18, 1999 we acquired the assets of CinemaSource, Inc., a
business to business company that licenses movie showtimes and other
related information.
On May 20, 1999 we acquired the capital stock of hollywood.com, Inc.,
which owns and operates the web site Hollywood.com.
On August 31, 1999 we purchased substantially all of the motion
picture-related data assets of Paul Kagan Associates, Inc., including
the PK Baseline.com web site, a pay-per-use movie database, and several
movie-related publications.
We closed all brick and mortar retail operations on December 31, 1999.
For additional information see Note 3 to the consolidated Financial
Statements.
26
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
--------------
Overview
We are an entertainment-focused media and Internet company that offers
widely recognized brands and a broad collection of entertainment content data
and related information in the industry, which we license to media and other
companies including the New York Times, AOL Time Warner, Yahoo!, Sprint, AT&T
Wireless, Verizon and others. We own an extensive ticketing network and are
engaged in the development and licensing of intellectual properties and
licensing of books. We generate revenues through the business-to-business
syndication of entertainment-related content, the sale of live theater tickets,
the sale of advertising and from advances paid by publishers and royalties
received from our library of book titles.
We were incorporated in 1993 and our business initially consisted of
publishing comic books, the development and licensing of intellectual
properties, and the operation of entertainment-related retail stores. During
1997 we stopped publishing comic books, and during 1998 and 1999 we phased out
all of our retail stores in order to focus our resources on the launch of an
Internet business. In January 2001, we closed our e-commerce division in order
to focus on our profitable business segments.
Since 1998, we have significantly expanded our business through
acquisitions of other entertainment-related businesses and the development of
strategic relationships with major media companies to promote our businesses.
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 to newspaper companies,
wireless companies, Internet sites and other media outlets.
o On May 20, 1999, we acquired hollywood.com, Inc., which owns and operates
Hollywood.com.
o On August 31, 1999, we purchased Baseline II which includes the
PKBaseline.com pay-per-use movie database web site and several
movie-related publications.
o On January 3, 2000, we completed an agreement with Viacom, Inc. (as
successor to CBS Corporation) providing for the issuance to Viacom of
6,672,031 shares of our common stock in exchange for $105.5 million of CBS
advertising and promotion over seven years across its full range of media
properties and $10.8 million in cash.
o On May 1, 2000 we launched Broadway.com.
o On May 1, 2000 we acquired substantially all the assets of
BroadwayTheater.com. BroadwayTheater.com sells theater tickets online
predominately for Broadway, off-Broadway and London theater. This business
was integrated within Broadway.com.
27
o On September 15, 2000 we acquired Theatre Direct International (TDI), a
ticketing wholesaler of Broadway, off-Broadway and London theater tickets
to the travel industry (including travel agencies and tour operators) and
educational institutions.
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. Our
intellectual properties business primarily consists of the licensing of complete
stories and ideas for stories to book publishers and film and television studios
and book development and book packaging activities. Our retail operations
consisted of the sale of entertainment-related products and other merchandise at
mall-based retail stores. As the result of the closing of all of our retail
stores by the end of 1999, we will rely on our b2b syndication operations,
Broadway and movie ticketing operations, advertising sales and our intellectual
properties business to generate revenues for the foreseeable future.
The growth of our syndication, ticketing and Internet ad sales
operations has required substantial financing and we expect to continue to
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 enough to meet our
working capital requirements for the year 2000. 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.
Results of Operations
Year ended December 31, 2000 ("fiscal 2000") as compared to the Year
ended December 31, 1999 ("fiscal 1999") and year ended December 31, 1998
("fiscal 1998")
The following table summarizes Hollywood Media's revenues, cost of
sales, and gross profit by division for fiscal, 2000, 1999 and 1998,
respectively:
28
Business to
Internet Business Intellectual E-
Ad Sales (b2b) Ticketing Properties (a) Commerce Retail Total
-------- ----- --------- -------------- -------- ------ -----
Fiscal 2000
-----------
Net Revenues $8,777,397 $5,442,309 $12,278,008 $1,998,091 $ 987,181 $ 34,519 $29,517,505
Cost of Sales 791,770 270,806 10,663,913 1,125,815 1,146,007 265,691 14,264,002
---------- ---------- ----------- ---------- ---------- ---------- -----------
Gross Profit $7,985,627 $5,171,503 $ 1,614,095 $ 872,276 $ (158,826) $ (231,172) $15,253,503
========== ========== =========== ========= ========== ========== ===========
Fiscal 1999
-----------
Net Revenues $3,950,931 $1,765,732 $ -- $1,888,868 $ 924,098 $1,576,482 $10,106,111
Cost of Sales 435,940 122,496 -- 826,355 677,509 1,510,532 3,572,832
---------- ---------- ----------- ---------- ---------- ---------- -----------
Gross Profit $3,514,991 $1,643,236 $ -- $1,062,513 $ 246,589 $ 65,950 $ 6,533,279
========== ========== =========== ========== ========== ========== ===========
Fiscal 1998
-----------
Net Revenues $ -- $ -- $ -- $2,337,019 $ -- $8,789,497 $11,126,516
Cost of Sales -- -- -- 1,191,261 -- 4,796,122 5,987,383
---------- ---------- ----------- ---------- ---------- ---------- -----------
Gross Profit $ -- $ -- $ -- $1,145,758 $ -- $3,993,375 $ 5,139,133
========== ========== =========== ========== ========== ========== ===========
(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.
Composition of our segments is as follows:
o Internet ad sales - Includes advertising sold on our web sites
Hollywood.com, Broadway.com and the international versions of
Hollywood.com. and revenues derived from the collection and compilation of
movie showtimes data and the hosting of web sites for movie theaters.
o Business to Business (b2b) - Includes our CinemaSource, EventSource,
TheaterSource, ConcertSource and Baseline syndication operations.
o Ticketing - Includes our TDI ticketing business as well as the online
ticketing operations generated through Broadway.com.
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. Does not include
our 50% interest in NetCo Partners.
29
o E-Commerce - Hollywood Media exited the e-commerce business in January
2001.
o Retail - This included Hollywood Media's brick and mortar retail operations
which were closed on December 31, 1999.
Net Revenues
Total revenues for the year ended December 31, 2000 were $29,517,505
compared to $10,106,111 for the year ended December 31, 1999 and $11,126,516 for
the year ended December 31, 1998. Revenues increased $19,411,394 or 192% in 2000
from 1999. This increase is attributable to having a complete fiscal year of
operations in 2000 for Hollywood Media's business to business and ad sales
divisions, increased barter revenue transactions, the growth of EventSource (b2b
unit), launch of Broadway.com in 2000 and also the acquisition of two businesses
in 2000 that sell theater tickets. Revenues decreased $1,020,405 or 9% in 1999
as compared to 1998 because Hollywood Media began to phase-out of the retail
business during 1998 and ultimately closed all its retail operations in December
1999. We recorded $3,937,931, $2,613,390 and $2,130,112 in barter revenue for
the years ended December 31, 2000, 1999 and 1998, respectively. Barter revenue
as a percentage of total net revenue was 13%, 26% and 19% for the years ended
December 31, 2000, 1999 and 1998, respectively. In 2000, revenues were derived
42% from ticketing, 30% from advertising sales, 18% from business to business,
7% intellectual properties and 3% from e-commerce.
Internet ad sales revenue increased to $8,777,397 for 2000 from $3,950,931 for
1999, an increase of $4,826,466 or 122%. Hollywood Media began to generate
Internet ad sales in May 1999 with the acquisition of Hollywood.com. Therefore,
there was no Internet ad sales revenue recognized prior to that date. Internet
ad sales revenue is derived from the sale of banner advertisements and
sponsorships on Hollywood.com, Broadway.com and the international versions of
the Hollywood.com web site. Included in Internet ad sales are barter revenues of
$3,937,931 and $2,393,390 for 2000 and 1999, respectively, as further described
in the two paragraphs that follow. As a percentage of Internet ad sales barter
revenues comprised 45% and 61% of Internet ad sales for 2000 and 1999,
respectively. Barter transactions are more fully discussed in the following two
paragraphs.
Barter transactions that generate non-cash advertising revenue (included in
Internet ad sales revenues), in which Hollywood Media received advertising in
exchange for content advertising on its web site was $956,181 for 2000 and
$480,100 for 1999 and accounted for 3% and 5% of Hollywood Media's total net
revenue for 2000 and 1999 respectively, and 11% and 12% of total Internet ad
sales revenue for 2000 and 1999, respectively. As further described in Note 2 to
the consolidated financial statements, commencing on January 20, 2000 Hollywood
Media adopted a new Emerging Issues Task Force ("EITF") 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. In future periods,
management intends to maximize 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 records 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 also included in Internet ad
sales revenue. Through the NATO contract, Hollywood Media promotes its web site
to movie audiences by airing movie trailers about Hollywood.com, 40 out of 52
weeks per year, before the feature films that play in most NATO-member theaters.
30
In exchange, Hollywood Media hosts web sites and collects and compiles movie
showtimes for the exhibiting NATO members, as well as providing promotional
materials and movie information and editorial content. Hollywood Media recorded
$2,981,750 and $1,913,290 in promotional non-cash revenue and non-cash expense
included in selling and marketing expense under the NATO contract for 2000 and
1999 respectively. Barter revenue from the NATO contract accounted for 10% and
19% of Hollywood Media's total net revenue for 2000 and 1999, respectively and
accounted for 34% and 48% of total Internet ad sales revenue for 2000 and 1999,
respectively.
Business to business (b2b) revenue increased to $5,442,309 for 2000 from
$1,765,732 for 1999, an increase of $3,676,577 or 208%. Business to business
revenue is generated by the licensing of movie, event and theater showtimes and
other content information to other Internet and media outlets including
newspapers such as The New York Times and Newsday, Internet companies including
AOL's Digital City, Yahoo!, Lycos, Excite, Ticketmaster/City Search, NBCi, and
wireless providers such as AT&T Wireless, Sprint PCS and Verizon. Hollywood
Media acquired the business to business (b2b) operations of CinemaSource and
Baseline on May 18, 1999 and August 31, 1999, respectively. Revenues have
increased predominately from revenues generated from the EventSource division
which launched in 2000 as an expansion of the CinemaSource business. EventSource
entered into a contract with AOL's Digital City in April 2000 to provide event
listing for up to 200 cities nationwide.
Ticketing revenue for 2000 was $12,278,008. Ticketing revenue is generated from
the sales of live theater tickets for Broadway, off-Broadway and London both
online and offline to domestic and international travel professionals, traveling
consumers and New York area theater patrons. Hollywood Media acquired
BroadwayTheater.com on May 1, 2000 and TDI on September 15, 2000, respectively.
E-commerce revenue increased $63,083 or 7% from $924,098 for 1999 to $987,181
for 2000. Revenues were consistent in 2000 as compared to 1999. Hollywood Media
exited the e-commerce business in January 2001.
Net revenues generated from our retail operations were $34,519, $1,576,482 and
$8,789,497 for the year ended December 31, 2000, 1999 and 1998, respectively.
Barter revenue included in net retail revenues were $0, $220,000 and $2,130,112
for the year ended December 31, 2000, 1999 and 1998, respectively. We began the
process of closing our brick and mortar retail locations in 1998 and completed
the closure of all retail operations on December 31, 1999, thus accounting for
the decrease in revenues from 1998 to 1999 of $7,213,015.
Revenues from Hollywood Media's intellectual properties segment increased
$109,223 or 6% to $1,998,091 for 2000 from $1,888,868 for 1999 and decreased
$448,151 or 19% from $2,337,019 for 1998 to $1,888,868 for 1999. The increase in
revenues is attributable to a greater number of manuscripts being delivered in
2000 as compared to 1999. The decrease in revenues from 1998 to 1999 is
primarily 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, intellectual property licensing and publishing Mystery Scene
Magazine. 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.
31
Gross Profit
Gross profit for the year ended December 31, 2000 was $15,253,503
compared to $6,533,279 for the year ended December 31, 1999 and $5,139,133 for
the year ended December 31, 1998. As a percentage of sales the gross profit
percentage in 2000 was 52% as compared to 65% in 1999 and 46% in 1998. The
variances in gross profits are attributable to changes in our revenue mix. From
1998 to 1999 we began to phase out of our retail operations which generally
generated a gross profit of 45% and acquired an ad sales operation and business
to business operation that generates gross profit percentages of 90%, thereby
increasing the gross profit percentage from 46% in 1998 to 65% in 1999. In 2000,
Hollywood Media acquired two ticketing businesses which comprised 42% of our
revenues and generates gross profits of 13%, thus reducing the overall gross
profit percentage in 2000 to 52% from 65% in 1999.
Equity in Earnings of Investments
Equity in net earnings of investments consists of Hollywood Media's 50%
interest in NetCo Partners and 31.67% in MovieTickets.com, Inc.
2000 1999 1998
------------ ------------ -----------
NetCo Partners (a) $ 2,300,418 $ 1,188,142 $ 877,549
MovieTickets.com(b (394,286) -- --
------------ ------------ -----------
$ 1,906,132 $ 1,188,142 $ 877,549
============ ============ ===========
(a) NetCo Partners:
NetCo Partners recognizes revenues when the earnings process has
been completed based on the terms of the various agreements and the manuscript
has been delivered to the publisher. 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's 50% share in
the earnings of NetCo Partners amounted to $2,300,418 for 2000, an increase of
94% or $1,112,276 as compared to $1,188,142 for 1999. Revenues were $877,549 for
1998. Revenues increased from 1999 to 2000 because two adult novels were
delivered to the publisher in 2000 as compared to only one adult novel being
delivered in 1999. In addition, NetCo Partners received net royalties of
$404,253 for the home video distribution of the ABC mini-series; as described
more fully below. On book projects, revenues are typically recognized upon
delivery of the manuscripts to the publishers. Costs related to acquisition,
development and sales of the intellectual properties and their licensed products
are expensed in proportion to the revenues that have been recognized.
The licensing arrangement between NetCo Partners and ABC was modified
during 1998. The mini-series arrangement originally provided for a payment to
NetCo Partners of $1.6 million should the NetForce mini-series not air by May
1999 and a minimum guaranteed license fee in excess of $1.6 million if it aired.
NetCo Partners accrued the $1.6 million payment in 1997, as this represented the
minimum amount to be received by NetCo Partners under the ABC mini-series
agreement. Under the new arrangement with ABC, NetCo Partners receives a
$400,000 rights' fee, which was collected in 1998, and a profit participation in
the mini-series in lieu of the original license fee. The mini-series aired on
ABC during February 1999. Accordingly, the previously accrued payment was
reversed during 1998, the rights' fee was recorded as revenues, and any future
revenues from the mini-series will be based on a profit-sharing arrangement with
ABC.
32
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, calls for initial publication of the first book to coincide with the
airing of the ABC mini-series referred to above. The first book and second book
were published in 1999. Additional revenues under the Berkley Books contract
will be recognized as manuscripts on the remaining four adult books are
delivered and accepted by the publisher. NetCo Partners receives advances under
this contract based on specific milestones throughout the publication process
for each of the six books. This contract calls for royalties on paperback sales
to be earned by NetCo Partners at 15% of the publisher's suggested retail price.
In April 1997, NetCo Partners also entered into a second 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.
Both of the Berkley contracts grant to Berkley only the North American
publishing rights to publish NetForce books. NetCo Partners has also licensed
the publication rights to NetForce in various countries throughout the world in
eight foreign languages. Acceptance of the manuscripts by Berkley, the North
American publisher, is deemed acceptance of the manuscripts by the foreign
publishers.
(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. Hollywood Media owned 31.67% of the MovieTickets.com, Inc. joint venture
at December 31, 2000. Hollywood Media records its investment under the equity
method of accounting, recognizing 31.67% of MovieTickets.com income or loss as
equity in net earnings - investments. For the twelve months ended December 31,
2000, Hollywood Media recorded a loss of $394,286 in its investment in
MovieTickets.com. At December 31, 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 goodwill and is being amortized
over a life of ten years.
The MovieTickets.com web site launched in May 2000. 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
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. We expect the web site to generate revenues from service fees charged
to users for the purchase of tickets and the sale of advertising. Service fees
on ticket sales were introduced in November 2000. MovieTickets.com is promoted
through on-screen advertising in each participating exhibitor's movie screens
and through $25 million of Viacom advertising and promotion over the next five
years. MovieTickets.com's current participating exhibitors include AMC
Entertainment Inc., National Amusements, Inc, Famous Players, Inc., Marcus
Theaters, Muvico Entertainment and several 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. AMC
33
Entertainment Inc. is the largest movie theater operator in the United States
based on box office sales and Famous Players generates approximately half of all
box office sales in Canada.
In early 2001, America Online, Inc. purchased a 3% equity interest in
MovieTickets.com for $8.5 million in cash. In connection with the transaction,
MovieTickets.com's ticket inventory will be promoted throughout America Online's
interactive properties and ticket inventory of AOL Moviefone will be featured on
MovieTickets.com.
Operating Expenses
General and administrative expenses consists of production costs,
technical and customer support, human resources and administrative functions as
well as professional and consulting service fees, telecommunications costs,
general insurance costs and occupancy costs. General and administrative expenses
for the year ended December 31, 2000 was $11,220,529 as compared to $8,227,022
and $5,196,364 for the years ended December 31, 1999 and 1998, respectively. The
increase is attributable to the completion of five acquisitions between 1999 and
2000. A full fiscal year of general and administrative expenses is not recorded
in both years with regard to the acquisition made.
Salaries and benefits for the year ended December 31, 2000 were
$11,810,803 as compared to $5,916,024 and $4,151,725 for the years ended
December 31, 1999 and 1998, respectively. The increase in salaries is primarily
attributable to the acquisitions of two ticketing businesses in 2000 and the
impact of an entire fiscal year of salaries in 2000 for the businesses acquired
in 1999. In 1999 salaries and benefits for the Internet ad sales and syndication
businesses acquired includes expenses only from the date of acquisition to the
end of the year.
The consolidation of the Hollywood.com web site technology and
production into its corporate offices in South Florida began in 2000 and was
completed in January 2001 and resulted in Hollywood Media being able to
eliminate considerable duplication of resources with savings to exceed $4.0
million in 2001 in the general and administrative and salaries and benefits
areas. In addition, Hollywood Media closed its e-commerce division in January
2001 which had generated operating losses of approximately $2.5 million in 2000.
Selling and marketing expenses includes advertising, marketing,
promotional, business development, public relations expenses and costs to
produce movie trailers. Also included is the non-cash expense portion of barter
advertising. Selling and marketing expense for the year ended December 31, 2000
was $9,593,871 as compared to $5,074,568 and $2,566,702 for the years ended
December 31, 1999 and 1998 respectively. Non-cash barter expense included in
selling and marketing was $3,937,931, $2,613,390 and $2,130,112 for years ended
December 31, 2000, 1999 and 1998, respectively. The increase of $4,519,303 from
1999 to 2000 is attributable to an increase of $1,324,541 of non-cash barter
advertising expense and increased advertising on radio, television, online and
outdoor for Hollywood Media's Internet ad sales divisions and additional
advertising related to the launch of Broadway.com on May 1, 2000. In addition,
in 2000 Hollywood Media incurred up front production costs associated with
advertising on CBS's media properties.
Amortization of goodwill and intangibles for the year ended December
31, 2000 was $6,775,206 compared to $3,704,011 and $31,428 in 1999 and 1998,
respectively. The increase of $3,071,195 from 1999 to 2000 is attributable to
goodwill and intangibles recorded in accordance with various acquisitions during
34
1999 and 2000. (See note 3 to the consolidated financial statements.) In
addition, an amortization expense in 2000 includes a full year of amortization
on the companies acquired in 1999.
Depreciation expense, which consists of the depreciation of property
and equipment, furniture and fixtures, web development, leasehold improvements
and capital leases, for the year ended December 31, 2000 was $4,323,331 compared
to $1,627,056 and $1,076,983 for the years ended December 31, 1999 and 1998,
respectively. The increase in depreciation expense from 1999 to 2000 is
primarily attributable to the write-off in 2000 of the carrying value of the AOL
Latin America Services agreement of $3.2 million in 2000. The increase in
depreciation expense from 1998 to 1999 was primarily due to the acquisitions in
1999 and the additional equipment purchased to handle the increased traffic on
Hollywood.com.
Provision for Closed Stores and Lease Termination Costs
Provision for closed stores and lease termination costs are $233,763
for 2000 as compared to $4,551,094 and $1,121,028 in 1999 and 1998,
respectively. In 1998, management approved a plan to close 29 unprofitable or
marginally profitable retail kiosk locations. In connection with the closure of
these stores, we recorded charges totaling $1,121,028. Charges recorded in 1998
included $653,472 of non-cash asset impairments to write down the 29 retail
kiosks held for disposal to their net realizable value. The balance of the
charge of $467,556 represents the cost of exiting the related leases, comprised
of management's best estimate of future contractual lease payments less, to the
extent deemed probable, any reductions from early termination settlements
reached with the lessors plus the estimated cost of negotiating such
settlements.
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
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.
Liabilities recorded for the estimated cost of early lease
terminations were $798,362 and $2,366,432 at December 31, 2000 and 1999,
respectively. The reserve for closed stores and lease termination costs at
December 31, 2000 of $798,362 consisted of estimated accruals for our
obligations under six leases for retail locations that were abandoned of
$698,362 and a $100,000 accrual for legal fees associated with these matters.
These matters are the subject of outstanding litigation against Hollywood Media.
Management expects these matters to be settled within the next 12 months. See
Note 9 to the consolidated financial statements.
35
Interest Expense
Interest expense was $430,377 for the year ended December 31, 2000,
as compared to $673,292 and $824,967 for the years ended December 31, 1999 and
1998, respectively. The decrease in interest expense of $242,915 from $673,292
for 1999, to $430,377 for 2000 is primarily attributable to a decrease in our
outstanding obligations under capital leases. The decrease from 1998 to 1999 is
also attributable to a reduction in the inventory line of credit and a reduction
in outstanding capital obligations.
Interest Income
Interest income was $90,855 for the year ended December 31, 2000,
as compared to $109,383 and $6,118 for the years ended December 31, 1999 and
1998, respectively.
Deferred Tax Expense Benefit
During 1997, we recognized $1,407,600 of deferred tax benefit as we
believed that realization of a portion of our net operating loss carryforward
was likely to occur based on our projections of taxable income that would have
been generated upon consummation of a planned transaction. In 1998, we decided
not to proceed with the transaction, and accordingly recorded a valuation
allowance for the deferred tax benefit.
Net Loss
Hollywood Media's net loss for 2000 totaled $51,847,500 as compared
to a net loss of $24,657,024 for fiscal 1999. The loss for fiscal 1998 was
$10,658,089. The net loss increased by $27,190,476 for 2000 as compared to 1999
primarily because of an increase in amortization of CBS advertising of
$21,899,697, amortization of goodwill and intangibles of $3,071,195 and
operating losses incurred by the e-commerce division which was closed in January
2001 of $2,521,911. Net loss per share for fiscal 2000 was $2.23 as compared to
a net loss of $2.01 for fiscal 1999, representing an increase of $.22 loss per
share. The net loss per share for 1998 was $1.47. The per share impact of
depreciation, CBS advertising, amortization of goodwill and intangibles on the
2000 and 1999 loss per share is $1.52 and $.62, respectively.
The net loss increased from $10,658,089 in 1998 to $24,657,024 in
1999 primarily because of the amortization of CBS advertising of $2,344,950,
increase in provision for closed stores and lease termination costs of
$3,430,066, amortization of goodwill and intangibles of $3,672,583, and
operating losses incurred by the retail operations of approximately $3.0
million.
We have taken several steps to substantially cut our cash losses,
the benefits of which are expected to materialize in 2001. During 2000, we began
a two step approach to consolidate the Hollywood.com web site technology and
production into our corporate office in South Florida. Completed in January
2001, we eliminated considerable duplication of resources with savings expected
to exceed $4,000,000 in 2001. Further, 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. We closed this business in January 2001
which incurred a loss of $2,511,911 in 2000.
36
We continue to focus our resources on the expansion of our business
to business, ticketing and Internet operations. Ticketing has become a
significant revenue source for Hollywood Media, most notably through the
acquisition of Theater Direct International in September 2000 and the launch of
Broadway.com in May 2000.
While Hollywood Media believes that the acquisitions made during
2000 together with economies of scale introduced and closure of unprofitable
business will lead Hollywood Media to a positive operating cash flow for the
year 2001, there can be no assurances that the revenues generated will be
sufficient to offset the associated expenses incurred.
Liquidity and Capital Resources
At December 31, 2000, Hollywood Media had cash and cash equivalents
of $1,911,224 compared to cash and cash equivalents of $2,475,345 at December
31, 1999. Working capital at December 31, 2000 , which includes $19,131,714 in
deferred advertising with CBS, was $14,871,414, as compared to a deficit of
$4,817,879 at December 31, 1999. Net cash used in operating activities during
fiscal 2000 was $13,017,504, primarily representing cash used to fund Hollywood
Media's pre-tax loss, net of non-cash expenses including depreciation and
amortization, reserve for closed stores and lease termination costs, CBS
advertising and the inventory reserve. Net cash used in investing activities was
$3,652,461, representing capital expenditures, acquisitions of web addresses and
other investments, and distributions to minority interests. Net cash provided by
financing activities amounted to $16,105,844 during 2000, primarily representing
proceeds from issuance of common stock and proceeds from exercise of stock
options and warrants. The combined effect of the above was a net decrease in
cash and cash equivalents of $564,121 during 2000.
Hollywood Media's Board of Directors approved the repurchase of
$4.0 million of Hollywood Media's common stock. Pursuant to the plan, during the
twelve months ended December 31, 2000 Hollywood Media repurchased 335,150 shares
of common stock for an aggregate consideration of $2,661,924, and an average
purchase price of $7.94 per share. In the aggregate, Hollywood Media has
repurchased 417,500 shares of common stock for an aggregate consideration of
$3,433,618 at an average price of $8.22 per share.
During 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.
The success of Hollywood Media's operations in future years is
dependent on its ability to generate adequate revenue to offset operating
expenses. Unless otherwise noted, the proceeds from the financing transactions
in 2000 and 1999 were used to complete the acquisitions of five businesses in
2000 and 1999 and for general corporate purposes. Hollywood Media's management
expects to require additional financing for the expansion of its businesses, and
to support working capital requirements in future years.
Hollywood Media is currently exploring additional financing
alternatives, including a bank line of credit to allow Hollywood Media to
finance such expansion, although there can be no assurance that such financing
alternatives will be available to Hollywood Media or can be obtained on terms
favorable to Hollywood Media.
37
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 $6 million in order to enable Hollywood Media to meet its
working capital requirements during 2001; provided, however, that the commitment
will terminate to the extent that Hollywood Media raises no less than $6 million
from other sources and such additional funding is not expended on acquisitions.
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 and packaging operation as a result of the general publishing industry
practice of paying royalties semi-annually. In addition, although not seasonal,
Hollywood Media's intellectual properties division and NetCo Partners both
experience significant fluctuations in their respective revenue streams,
earnings and cash flow as a result of the significant amount of time that is
expended in the creation and development of the intellectual properties and
their respective licensing agreements. While certain of the development costs
are incurred as normal recurring operating expenses, 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.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------
Not applicable.
38
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Certified Public Accountants........................ 40
Consolidated Balance Sheets as of December 31, 2000
and December 31, 1999................................................. 41
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998...................................... 42
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998................................. 43
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998....................................... 44
Notes to Consolidated Financial Statements................................ 45
39
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, 2000 and 1999, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2000. 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, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.
As explained in Note 2 to the financial statements, effective January 20, 2000,
the Company 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 30, 2001.
40
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2000 1999
------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,911,224 $ 2,475,345
Receivables, net 1,866,565 1,155,999
Inventories, net 106,700 1,246,733
Prepaid expenses 687,028 1,687,347
Other receivables 298,751 18,037
Other current assets 240,450 67,541
Deferred advertising - CBS 19,131,714 --
------------- -------------
Total current assets 24,242,432 6,651,002
PROPERTY AND EQUIPMENT, net 2,802,840 1,877,959
INVESTMENTS 872,545 549,975
NONCURRENT DEFERRED ADVERTISING - CBS 91,714,019 --
INTANGIBLE ASSETS, net 3,745,579 4,370,590
GOODWILL, net 45,173,047 46,483,647
OTHER ASSETS 727,620 2,549,652
------------- -------------
TOTAL ASSETS $ 169,278,082 $ 62,482,825
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,194,105 $ 2,181,089
Accrued professional fees 166,182 199,514
Other accrued expenses (Note 10) 2,277,931 1,579,682
Deferred advertising - CBS -- 2,344,950
Accrued reserve for closed stores 798,362 2,366,432
Deferred revenue 1,556,841 308,061
Notes payable 750,000 1,928,138
Current portion of capital lease obligations 627,597 561,015
------------- -------------
Total current liabilities 9,371,018 11,468,881
------------- -------------
CAPITAL LEASE OBLIGATIONS, less current portion 721,521 995,213
------------- -------------
DEFERRED REVENUE 331,559 249,117
------------- -------------
MINORITY INTEREST 160,094 270,828
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 15)
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 539,127 shares authorized; none outstanding -- --
Common stock, $.01 par value, 100,000,000 shares authorized; 24,730,968 and
15,143,216 shares issued at December 31, 2000 and 1999, respectively 247,309 151,432
Warrants outstanding 7,007,013 5,096,704
Deferred compensation (102,067) (306,200)
Additional paid-in capital 264,332,941 105,500,656
Accumulated deficit (112,791,306) (60,943,806)
------------- -------------
Total shareholders' equity 158,693,890 49,498,786
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 169,278,082 $ 62,482,825
============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
41
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 1998
------------ ------------ ------------
NET REVENUES
Ticketing $ 12,278,008 $ -- $ --
Other 17,239,497 10,106,111 11,126,516
------------ ------------ ------------
29,517,505 10,106,111 11,126,516
------------ ------------ ------------
COST OF SALES
Ticketing 10,663,913 -- --
Other 3,600,089 3,572,832 5,987,383
------------ ------------ ------------
14,264,002 3,572,832 5,987,383
------------ ------------ ------------
Gross profit 15,253,503 6,533,279 5,139,133
------------ ------------ ------------
OPERATING EXPENSES:
General and administrative 11,220,529 8,227,022 5,196,364
Selling and marketing 9,593,871 5,074,568 2,566,702
Salaries and benefits 11,810,803 5,916,024 4,151,725
Amortization of CBS advertising 24,244,647 2,344,950 --
Amortization of goodwill and intangibles 6,775,206 3,704,011 31,428
Depreciation and amortization 4,323,331 1,627,056 1,076,983
Provision for closed stores and lease termination costs 233,763 4,551,094 1,121,028
------------ ------------ ------------
Total operating expenses 68,202,150 31,444,725 14,144,230
------------ ------------ ------------
Operating loss (52,948,647) (24,911,446) (9,005,097)
EQUITY IN EARNINGS OF INVESTMENTS 1,906,132 1,188,142 877,549
OTHER INCOME (EXPENSE):
Interest expense (430,377) (673,292) (824,967)
Interest income 90,855 109,383 6,118
Other, net (54,434) (3,440) 42,989
------------ ------------ ------------
Loss before minority interest and deferred tax expense (51,436,471) (24,290,653) (8,903,408)
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (411,029) (366,371) (347,081)
------------ ------------ ------------
Loss before deferred tax expense (51,847,500) (24,657,024) (9,250,489)
DEFERRED TAX EXPENSE -- -- (1,407,600)
------------ ------------ ------------
Net loss $(51,847,500) $(24,657,024) $(10,658,089)
============ ============ ============
Basic and diluted loss per common share $ (2.23) $ (2.01) $ (1.47)
============ ============ ============
Weighted average common and common equivalent shares
outstanding - Basic and diluted 23,270,862 12,310,195 7,456,651
============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
42
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Preferred
Stock, Series Additional
Common Stock A, B, C, Warrants Deferred Paid-in Accumulated
Shares Amount D & D-2 Outstanding Compensation Capital Deficit Total
----------- -------- ----------- ----------- ------------ --------- ------------ -----------
Balance - December 31,1997 6,896,340 $ 68,963 $ 4,000,000 $ 586,600 -- $ 25,671,900 $ (25,223,610) $ 5,103,853
Non-cash dividend - preferred
stock 37,050 371 -- -- -- 169,629 (233,329) (63,329)
Cash dividend on preferred
stock Series C -- -- -- -- -- (60,000) (60,000)
Conversion of convertible
debentures into common
stock 173,568 1,736 -- -- -- 663,953 -- 665,689
Issuance of stock options
and warrants for
services rendered -- -- -- -- 73,587 -- 73,587
Employee stock bonuses 236,230 2,362 -- -- (510,333) 793,863 -- 285,892
Issuance of preferred stock
and warrants in private
placement -- 2,152,261 497,583 -- -- -- 2,649,844
Issuance of common stock in
private placements 453,095 4,531 -- -- -- 1,895,614 -- 1,900,145
Issuance of common stock to
the members of the Company's
Board of Directors in a
private placement 187,442 1,874 -- -- -- 935,336 -- 937,210
Shares repurchased and retired (42,850) (429) -- -- -- (102,599) -- (103,028)
Stock options and warrants
exercise 220,454 2,205 -- (249,600) -- 1,039,056 -- 791,661
Net loss -- -- -- -- -- -- (10,658,089) (10,658,089)
----------- -------- ---------- -------- ---------- ------------ ------------ -----------
Balance - December 31,1998 8,161,329 81,613 6,152,261 834,583 (510,333) 31,140,339 (36,175,028) 1,523,435
Dividends - preferred stock 6,675 67 -- -- -- 79,741 (111,754) (31,946)
Stock options and warrants
exercise 908,784 9,088 -- (497,583) -- 5,416,165 -- 4,927,670
Issuance of common stock in
private placements 989,297 9,893 -- 2,866,071 -- 14,201,370 -- 17,077,334
Issuance of stock options
and warrants for
services rendered 184,018 1,840 -- 1,350,045 -- 2,298,793 -- 3,650,678
Conversion of
Series A,B,C,D,D-2
Preferred Stock 1,580,490 15,805 (6,152,261) -- -- 6,136,456 -- --
Employee stock bonus 2,500 25 -- -- -- 46,225 -- 46,250
Amortization of employee
stock bonuses -- -- -- -- 204,133 -- -- 204,133
Issuance of stock for
acquisitions 3,317,623 33,176 -- 543,588 -- 46,310,570 -- 46,887,334
Issuance of stock to satisfy
capital lease obligation 32,000 320 -- -- -- 539,331 -- 539,651
Shares repurchased and retired (39,500) (395) -- -- -- (668,334) -- (668,729)
Net loss -- -- -- -- -- -- (24,657,024) (24,657,024)
------------ -------- ---------- ---------- ---------- ------------ ------------ ------------
Balance - December 31,1999 15,143,216 151,432 -- 5,096,704 (306,200) 105,500,656 (60,943,806) 49,498,786
Issuance of common stock and
common stock warrants
pursuant to CBS agreement 6,672,031 66,720 -- 7,114,781 -- 130,037,885 -- 137,219,386
Warrant exercised by CBS 1,178,892 11,789 -- (7,114,781) -- 12,571,493 -- 5,468,501
Stock options and warrants
exercise 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 -- 650,080 -- 6,293,053 -- 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 -- 260,229 -- 168,392 -- 428,716
Issuance of common stock -
payment of note pay: 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)
----------- -------- ---------- ---------- ---------- ----------- ----------- ------------
Balance - December 31, 2000 24,730,968 $247,309 $ -- $7,007,013 $ (102,067) $264,332,941 $(112,791,306)$158,693,890
=========== ======== ========== ========== ========== ============ ============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
43
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
---------------------------------------------
2000 1999 1998
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(51,847,500) $(24,657,024) $(10,658,089)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 11,098,537 5,331,067 1,108,411
Equity in earnings of Investments, net of return of invested capital 244,930 454,698 528,894
Issuance of compensatory stock options and warrants for services rendered 457,781 322,568 73,587
Amortization of deferred compensation costs 204,133 204,133 285,892
Recognition of deferred gain -- (9,062) (42,988)
Loss on sale of equipment 110,662 -- --
Deferred tax expense -- -- 1,407,600
Amortization of deferred financing costs 10,623 295,644 164,474
Amortization of discount on convertible debentures -- -- 107,750
Provision for bad debts 504,539 82,237 --
Provision for inventory obsolescence 569,946 283,950 232,383
Provision for closed stores and lease termination costs 233,763 4,551,094 1,121,028
Minority interest 411,029 366,371 347,081
Return of capital from Tekno Books to minority partner (521,763) (330,610) (202,125)
Amortization of CBS advertising 24,244,647 2,344,950 --
Changes in assets and liabilities:
Receivables (803,298) 283,832 (225,611)
Prepaid expenses 407,675 (286,262) 46,705
Inventories 29,024 (382,132) 1,008,485
Other current assets (183,607) 150,305 (10,240)
Other assets (106,466) 259,164 (205,350)
Accounts payable 296,968 384,269 (611,826)
Accrued professional fees (33,332) (17,637) (13,162)
Deferred revenue 1,280,750 43,548 (318,472)
Other accrued expenses 373,455 717,009 567,446
------------ ------------ ------------
Net cash used in operating activities (13,017,504) (9,607,888) (5,288,127)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (297,295) (7,424,929) --
Acquisitions of investments (567,500) -- --
Capital expenditures (1,705,166) (514,319) (965,801)
Investment in trademarks and url's (1,082,500) (600,000) --
------------ ------------ ------------
Net cash used in investing activities (3,652,461) (8,539,248) (965,801)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments on) proceeds from revolving line of credit -- (758,917) 223,917
Proceeds from shareholder/officer loan 2,050,000 711,000 3,794,500
Payments of shareholder/officer loan (2,050,000) (811,000) (3,779,500)
Net proceeds from the issuance of preferred stock and warrants -- -- 2,649,844
Net proceeds from issuance of common stock 12,257,739 17,077,334 2,837,355
Proceeds from exercise of stock options and warrants 7,022,412 4,927,670 791,661
Dividends on preferred stock -- (28,097) (60,000)
Payments to repurchase common stock (2,661,924) (668,729) (103,028)
Proceeds under sale leasebacks -- 56,068 691,255
Payments under capital lease obligations (512,383) (612,182) (949,895)
------------ ------------ ------------
Net cash provided by financing activities 16,105,844 19,893,147 6,096,109
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (564,121) 1,746,011 (157,819)
CASH AND CASH EQUIVALENTS, beginning of year 2,475,345 729,334 887,153
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of year $ 1,911,224 $ 2,475,345 $ 729,334
============ ============ ============
SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:
Interest paid $ 409,095 $ 374,867 $ 539,687
============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
44
HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
--------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 2000 AND 1999
--------------------------
(1) BACKGROUND:
--------------
Hollywood Media Corp. ("Hollywood Media") f/k/a Hollywood.com, Inc. was
incorporated in the State of Florida on January 22, 1993. Hollywood Media is an
entertainment-focused media and Internet provider of widely recognized brands
and a broad collection of entertainment content data and related information in
the industry. Hollywood Media also owns an extensive ticketing network and is
engaged in the development and licensing of intellectual properties and the
licensing of books. Hollywood Media generates revenues through the sale of
advertising on its web site, the business-to-business syndication of
entertainment-related content, sale of live theater tickets, and from advances
paid by publishers and royalties received from Hollywood Media's library of book
titles.
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 Internet sites and media outlets. Hollywood Media
expanded its syndication business with the acquisition of Baseline in August
1999. Baseline is a pay-per-use subscription web site geared to movie
professionals.
Hollywood Media acquired Theatre Direct NY, Inc. ("TDI") effective September 15,
2000. TDI is a ticketing wholesaler to the travel industry that provides groups
and individuals with access to theater tickets and knowledgeable service
covering shows on Broadway, off-Broadway and in London.
In December 1999, Hollywood Media closed all if its retail store operations and
has written off the assets relating to such operations (Note 9).
In January 2001, Hollywood Media closed its online movie studio store,
shopping.hollywood.com, which Hollywood Media opened in November 1998.
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 that
45
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 licensing and
packaging 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 entertainment properties.
In 2000, Hollywood Media acquired an interest in MovieTickets.com, a joint
venture with AMC Entertainment Inc. (AMC), National Amusements, Inc. (NAI) and
Viacom Inc. As of December 31, 2000, Hollywood Media, AMC and NAI each own
31.67% of MovieTickets.com and Viacom Inc. owned 5%. 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 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. 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 (loss) of investments.
Hollywood Media has expended significant funds developing its business to
business, ticketing, Internet ad sales, intellectual property, e-commerce, and
other businesses. Operating losses since inception have contributed to an
accumulated deficit of $112,791,306 at December 31, 2000. The success of
Hollywood Media's operations in future years is dependent on its ability to
generate adequate revenues 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
2001. 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
such 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 $6 million in order to enable Hollywood Media to meet its
working capital requirements during 2001; provided, however, that the commitment
will terminate to the extent Hollywood Media raises no less than $6 million from
other sources and such additional funding is not expended on acquisitions.
46
(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 31.67% 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, including the remaining carrying value of deferred
advertising received from CBS in 2000 in exchange for shares of Hollywood
Media's common stock.
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 $1,549,731 and $2,084,156, at
December 31, 2000 and 1999, 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. Trade receivables are net of an
allowance for doubtful accounts of $567,702 and $131,029 at December 31, 2000
and 1999, respectively.
47
Changes in the allowance for doubtful accounts consisted of:
December 31,
--------------------------------------
2000 1999 1998
--------- --------- ---------
Balance at beginning of year $ 131,029 $ 39,982 $ 39,982
Additions Charged to Expense 504,539 82,237 --
Deductions (137,544) (39,981) --
Additions from acquired companies 69,678 48,791 --
--------- --------- ---------
Balance at end of year $ 567,702 $ 131,029 $ 39,982
========= ========= =========
Inventories
-----------
Inventories consist of theater ticket inventory sold to groups, individuals and
travel agencies, merchandise sold over the Internet and book inventory, and are
stated at the lower of cost or market value. Theater ticket inventory was added
in 2000 with the acquisition of TDI. Inventory is carried at cost. Provision has
been made to reduce excess or obsolete inventories to net realizable value.
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.
Intangible Assets and Goodwill
------------------------------
Purchase price allocations for all of Hollywood Media's acquisitions have been
made in accordance with Accounting Principles Board Opinion No. ("APB") 16.
Pursuant to APB 16, acquired tangible assets and liabilities have been recorded
at estimated fair value. The excess of the purchase price, including liabilities
assumed, over the value assigned to net tangible assets acquired has been
allocated first to any specifically identified intangibles then to goodwill.
Intangible Assets, net consist of the following:
December 31,
----------------------------
2000 1999
----------- -----------
NATO contract acquired with hollywood.com $ 4,567,513 $ 4,567,513
Patents and trademarks 203,368 203,368
Web addresses 1,682,500 600,000
----------- -----------
6,453,381 5,370,881
Less accumulated amortization (2,707,802) (1,000,291)
----------- -----------
$ 3,745,579 $ 4,370,590
=========== ===========
48
The National Association of Theatre Owners ("NATO") contract is being amortized
on a straight-line basis over 3 years. Patents and trademarks are being
amortized on a straight-line basis over 17 years. Web addresses are amortized
over 7 years.
Goodwill , net consists of the following:
December 31,
------------------------------
2000 1999
------------ ------------
Hollywood.com acquisition $ 27,990,480 $ 27,911,309
CinemaSource acquisition 12,670,172 12,570,172
Baseline acquisition 8,457,133 8,451,296
BroadwayTheater.com acquisition 1,405,617 --
TDI acquisition 1,163,646 --
MovieTickets.com investment 1,000,000 --
Tekno Books and Fedora 391,211 388,783
------------ ------------
53,078,259 49,321,560
Less accumulated amortization (7,905,212) (2,837,913)
------------ ------------
$ 45,173,047 $ 46,483,647
============ ============
Goodwill relating to the acquisition of Tekno Books and Fedora, Inc., is being
amortized on a straight-line basis over 20 years. Goodwill relating to all other
acquisitions and investments is being amortized on a straight-line basis over 10
years.
Impairment of Long-Lived Assets
-------------------------------
Hollywood Media applies the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of". Under the provisions of this
statement, Hollywood Media has evaluated its long-lived assets for financial
impairment, and will continue to evaluate them as events or changes in
circumstances indicate that the carrying amount of such assets may not be fully
recoverable.
Hollywood Media evaluates the recoverability of long-lived assets not held for
sale by measuring the carrying amount of the assets against 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 2000, 1999 or 1998 other than the asset write downs discussed in Note
9 and Note 11.
Revenue Recognition
-------------------
Revenue recognition policies for advertising, syndication, ticketing,
e-commerce, book packaging and licensing, and retail are set forth below.
49
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. Our 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.
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
reasonably assured. Royalty income is recognized pursuant to contract terms when
the proceeds have been collected.
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. Revenue from ticket
sales is recognized when collection is assured and upon delivery of the tickets
to the customer. For large orders where credit is extended, revenue is
recognized when the performance takes place because these customers,
contractually, have the right to return tickets 14 days prior to the performance
of the show. Hollywood Media records ticketing revenue and cost of sales on a
gross basis in the accompanying consolidated statements of operations.
Hollywood Media changed its method of revenue recognition effective
January 1, 2001 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%.
E-commerce. E-commerce revenue is derived from the sale of
entertainment-related merchandise over the web. E-commerce revenue is recognized
once the product has been shipped and payment is reasonably assured. Hollywood
Media purchases the merchandise for resale to its customers. Accordingly,
revenue and cost of sales are recorded on a gross basis in the accompanying
statements of operations. The e-commerce division was closed in January 2001.
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
achievement of milestones in the development/publishing of the property.
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.
Revenue relating to Hollywood Media's book packaging and licensing
operation is recognized when the earnings 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 packaging and 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.
50
Retail. Revenue relating to sales at Hollywood Media's retail stores is
recognized at the time of sale. All retail locations were closed in December
1999.
Franchise Fees. Franchise fee revenue was recognized in 1998 when all
material services or conditions relating to a franchise agreement had been
substantially performed or satisfied.
Web Site Development Costs
---------------------------
In accordance with Statement of Position ("SOP") No. 98-1 Hollywood Media
capitalizes certain costs relating to the development of its web sites and
certain costs related to substantial upgrades and enhancements made that result
in added functionality to these web sites. Web site development costs
capitalized during the year ended December 31, 2000 were $430,645. There were no
web site development costs capitalized for the years ended December 31, 1999 and
1998.
Pre-Opening Expenses
--------------------
Pre-opening expenses related to new retail store openings in 1998 were expensed
as incurred.
Barter Transactions
-------------------
Hollywood Media periodically enters into barter arrangements 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. Total Internet barter
advertising in 1999 was $480,100. Hollywood Media has not determined what
portion of this revenue would have been disallowed under EITF 99-17, but
management believes the impact would not be material to 1999 revenue. Under EITF
99-17 Hollywood Media would not have recognized $220,000 and $2,130,112 in
barter revenue and expense in 1999 and 1998, respectively, associated with the
ABC programming agreement. See b. Retail Operations.
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
transactions, such as barter, should be based on the fair values of the assets
transferred unless those fair values are not determinable with reasonable
limits.
a. Internet Operations. Hollywood Media recorded $956,181, $480,100 and
$0 in 2000, 1999 and 1998 respectively, in barter revenue and expense relating
to Internet advertising.
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 collects and compiles movie showtimes data for NATO
51
member theaters and hosts web sites for each of the theaters so as to display
the movie showtimes and other information about the theater. In addition,
Hollywood Media provides ongoing web site maintenance services for each of the
theaters including providing promotional materials, movie and theater
information, advertising and editorial content. In exchange, the theaters
promote 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 records revenue and expense from
these activities measured at the fair value of the services exchanged in
accordance with APB 29. In 2000 and 1999 Hollywood Media recorded $2,981,750 and
$1,913,290, respectively, in revenue and expense under the NATO contract.
b. Retail Operations. In 1999 and 1998 Hollywood Media recorded the
exchange of air time given on the television monitors in its retail stores and
promotional space given on its web site for advertising air time received on
local ABC affiliate television stations at the estimated fair value of the air
time received from the American Broadcasting Company ("ABC") affiliates in
accordance with APB 29. The income and expense are recorded in equal amounts at
the time when the advertising air time is received from ABC. Hollywood Media
recorded revenues and selling and marketing expenses of $220,000 and $2,130,112
in 1999 and 1998 respectively, relating to the ABC programming agreement. This
agreement was terminated in 1999.
Comprehensive Income
--------------------
SFAS No. 130, "Reporting Comprehensive Income" requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. Comprehensive income 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 income (loss) and comprehensive income (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 annual financial statements and requires 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 17.
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 and common equivalent shares outstanding
as follows:
52
Year Ended December 31,
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Net Loss $(51,847,500) $(24,657,024) $(10,658,089)
Preferred Stock Dividends -- (111,754) (293,329)
------------ ------------ ------------
Net Loss Available to Common Shareholders (51,847,500) (24,768,778) (10,951,418)
============ ============ ============
Weighted Average Shares Outstanding 23,270,862 12,310,195 7,456,651
------------ ------------ ------------
Loss per Share, Basic and Diluted $ (2.23) $ (2.01) $ (1.47)
============ ============ ============
Common shares issuable upon conversion of convertible securities and
upon exercise of outstanding options and warrants of 4,107,587, 4,041,927 and
2,204,208 were excluded from the calculation of diluted loss per share in 2000,
1999 and 1998, respectively, because their impact was anti-dilutive.
Stock-Based Compensation
------------------------
SFAS No. 123, "Accounting for Stock-Based Compensation," allows either adoption
of a fair value method of accounting for stock-based compensation plans or
continuation of accounting under APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations with supplemental disclosures.
Hollywood Media has chosen to account for all stock-based arrangements under
which employees receive shares of Hollywood Media's stock accounted for under
APB 25 and make the related disclosures under SFAS No. 123. Pro forma loss per
share, as if the fair value method had been adopted, is presented in Note 12.
Stock options and warrants granted to non-employees are accounted for under the
fair value method prescribed by SFAS No. 123 and related interpretations.
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 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 ratably over
the contract period; except in 2000 where Hollywood Media utilized an additional
$5.2 million of CBS advertising for the launch of Broadway.com. Advertising
expense recorded related to CBS advertising for 2000 and 1999 was $24,244,647
and $2,344,950, respectively, and is separately reported in the accompanying
consolidated statements of operations under the caption "Amortization of CBS
advertising - non-cash." 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 $3,937,931,
$2,613,390 and $2,130,112 for 2000, 1999 and 1998, respectively.
53
Post-Retirement Employment Benefits
-----------------------------------
Hollywood Media does not currently provide post-retirement, employment benefits
for its employees.
401(K) Plan
-----------
Hollywood Media established a 401(K) Plan (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 (but not greater
than 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. Hollywood Media will match 50% of
the first 8% of the employee's deferral in common stock on December 31, 2001.
Only those employed on the last day of the Plan year will be eligible for a
Hollywood Media match.
Reclassifications
-----------------
Certain reclassifications were made to prior year statements to conform with the
current year's presentation.
(3) ACQUISITIONS:
------------
(a) CinemaSource, Inc.:
On May 18, 1999, Hollywood Media acquired substantially all of the assets of
CinemaSource, Inc. ("CinemaSource"), a privately held company, pursuant to the
terms of the Asset Purchase Agreement dated March 29, 1999 for $6.5 million in
cash and 436,191 shares of Hollywood Media's common stock valued at $12.50 per
share. CinemaSource gathers movie data, including showtimes, synopses, photos
and trailers, from theaters across the Country, and then licenses this data, in
a compiled manner, to both large and small media companies.
(b) hollywood.com, Inc.:
On May 20, 1999, Hollywood Media acquired all of the capital stock of
hollywood.com, Inc. ("hollywood.com"), formerly called Hollywood Online Inc.,
from The Times Mirror Company ("Times Mirror"). The aggregate consideration paid
to Times Mirror by Hollywood Media consisted of 2,300,075 shares of common
stock, which was valued as of the date of the transaction at $12.64 per share
and a one-year unsecured promissory note for $1,928,138 which was paid in 2000
with 152,548 shares of common stock. As part of the transaction costs Hollywood
Media issued 53,452 shares of common stock for services rendered in connection
with the acquisition valued at $1,063,315. This amount is included in the
purchase price. In addition, Hollywood Media issued warrants to purchase 175,000
shares of common stock with a fair value of $1,415,223 to placement agents in
the transaction. hollywood.com owns and operates the Hollywood.com web site
offering viewers movie information, movie trailers, box office charts, movie
soundtracks, photos and exclusive interactive games, celebrity interviews, local
movie showtimes, and coverage of movie premieres, film festivals and
movie-related events.
54
(c) Baseline II, Inc.:
On August 31, 1999, Hollywood Media purchased substantially all of the motion
picture-related data assets of Paul Kagan Associates, Inc., including the
PKBaseline.com web site (now called Baseline.hollywood.com), several
publications, including the Motion Picture Investor newsletter, and a consumer
oriented movie web site. The aggregate purchase price paid for the Baseline
assets consisted of 492,611 shares of common stock valued at $17.81 per share
and warrants to purchase an aggregate of 54,735 shares of common stock at an
exercise price of $18.27 per share valued at $543,588. The shares of common
stock issued in the transaction cannot be transferred by the holders for a
period of 24 months following the closing of the transaction.
The 1999 acquisitions of CinemaSource, hollywood.com and Baseline II were
accounted for under the purchase method of accounting and accordingly, the
operating results of CinemaSource, hollywood.com and Baseline have been included
in Hollywood Media's consolidated financial statements since the respective
dates of acquisition. The excess of the aggregate purchase prices over the fair
value of net assets acquired in 1999 of $49.1 million is being amortized over 10
years.
(d) BroadwayTheater.com, Inc.:
On May 1, 2000, Hollywood Media acquired substantially all of the assets of
BroadwayTheater.com, Inc. ("BroadwayTheater.com"), a privately held company
(with a sole shareholder), for $135,000 in cash and 83,214 shares of Hollywood
Media's common stock valued at $14.00 per share and options valued at $128,752
to purchase 12,500 shares of common stock at $9.75 per share. The seller of
BroadwayTheater.com, Inc. has the right to earn up to a maximum of 85,714
additional shares of Hollywood Media's common stock if the business meets
specified gross profit targets each year for a three-year period measured on a
fiscal year basis ending March 31, 2001 and continuing through to the fiscal
year ending March 31, 2003. The contingent payment is a fixed number of shares
each year (28,571) if gross profit targets, representing 25% growth over the
prior year, are achieved each year. The earn-out payments will be accounted for
as additional purchase price at the fair value of the additional consideration
if and when the contingency payments are made. The 85,714 of contingent shares
have not been issued at December 31, 2000. BroadwayTheater.com sells live
theater tickets online predominately for Broadway, off-Broadway and London's
theater performances, through the Broadway.com web site which is owned by
Hollywood Media.
(e) Theatre Direct NY, Inc. (D/B/A Theatre Direct
International):
On September 15, 2000, Hollywood Media acquired Theatre Direct NY, Inc. ("TDI")
from Cameron Mackintosh for 66,291 shares of common stock valued at $505,719 and
assumed $750,000 in promissory notes. In addition, Hollywood Media issued
195,874 shares of common stock as contingent consideration. These shares were
placed in escrow and will be delivered to the seller if certain conditions are
satisfied at the end of the one year period following the date of acquisition.
Most notable is the condition that certain relationships remain in full force
and effect for a period of one year from the date of acquisition. The 195,874
contingent shares have not been reflected in the purchase price and are not
included in the calculation of weighted average shares outstanding during the
period. TDI is a ticketing wholesaler primarily to the travel industry
(including travel agencies and tour operators) and educational institutions for
live theater productions running on Broadway, off-Broadway and in London.
55
The acquisitions in 2000 of BroadwayTheater.com and TDI were accounted for under
the purchase method of accounting and, accordingly, the operating results of
BroadwayTheater.com and TDI have been included in Hollywood Media's consolidated
financial statements since the respective dates of acquisition. The excess of
the aggregate purchase price over the fair value of net assets acquired of
approximately $2.6 million is being amortized over 10 years.
The purchase price of CinemaSource (a), hollywood.com (b), Baseline II, Inc.
(c), BroadwayTheater.com (d) and TDI (e) was allocated to assets and liabilities
acquired as follows:
2000(d)(e) 1999(a)(b)(c)
------------ ------------
Tangible assets $ 981,500 $ 2,729,844
Intangible assets -- 4,567,513
Goodwill 2,754,271 48,932,777
Liabilities assumed (889,008) (586,877)
------------ ------------
Total purchase price 2,846,763 55,643,257
Less value of common stock
and warrants issued (1,799,468) (46,290,190)
Less value of note issued (750,000) (1,928,138)
------------ ------------
Subtotal $ 297,295 $ 7,424,929
============ ============
Paid in cash - purchase price, net of cash $ (143,505) $ 6,534,190
Acquired
Paid in cash - acquisition costs 440,800 890,739
------------ ------------
Total cash paid, net of cash acquired $ 297,295 $ 7,424,929
============ ============
In 2000, Hollywood Media recorded $185,008 in purchase price adjustments
relating to acquisitions in 1999 which have been included in Goodwill.
The following are unaudited pro forma combined results of operations of
Hollywood Media, hollywood.com, CinemaSource, Baseline and TDI for the years
ended December 31, 2000 and 1999, as if the acquisitions of hollywood.com,
CinemaSource and Baseline had occurred on January 1, 1998 and the acquisition of
TDI had occurred on January 1, 1999:
Year Ended December 31,
-----------------------------------------------
2000 1999 1998
------------- ------------ -----------
Net Revenues $ 48,019,715 $ 30,472,655 $ 13,994,091
============= ============ ============
Net Loss $ (51,708,630) $(32,144,680) $(20,316,273)
============= ============ ============
Pro Forma Diluted Loss
Per Share $ (2.22) $ (2.35) $ (1.90)
============= ============ ============
Weighted Average Shares
Outstanding 23,319,536 13,742,734 10,685,528
============= ============ ============
56
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 are not
material to Hollywood Media's consolidated results of operations and therefore
have been excluded from the pro forma combined results of operations.
In January 2000 Hollywood Media acquired the web address Broadway.com
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 common stock was issued in
1999 and delivered in anticipation of the 2000 closing. The 35,294 shares of
common stock issued were restricted from resale for one year. Under the terms of
the purchase agreement the seller has the right to require Hollywood Media to
repurchase these shares for $17 per share after one year. The $1.6 million is
reflected in the accompanying Consolidated Balance Sheet as an intangible asset
at December 31, 2000. Acquisition costs incurred amounted to $2,856 and were
charged to additional paid-in capital in 1999. The Broadway.com web site offers
a comprehensive database of professional theater showtimes listings, with
listings for more than 2,400 venues around the country and in London, 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.
(4) FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------
The carrying amounts of cash and cash equivalents, receivables, accounts
payable, and accrued expenses 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.
(5) RECENTLY ISSUED ACCOUNTING STANDARDS:
-------------------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities," which
establishes standards of accounting for derivative instruments including
specific hedge accounting criteria. SFAS No. 133, as amended by SFAS No. 137 and
138, is effective for fiscal years beginning after June 15, 2000. Hollywood
Media will adopt SFAS No. 133 effective January 1, 2001. Hollywood Media
believes that the adoption of SFAS No. 133 will not have a material impact on
its consolidated financial statements, as Hollywood Media currently has no
derivatives.
In December 1999, the U.S. Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosure
related to revenue recognition policies. Hollywood Media adopted SAB 101 in
1999. Hollywood Media's revenue recognition practices conform with the
guidelines prescribed in SAB 101.
The EITF of the FASB reached a consensus on EITF Issue No. 00-2, "Accounting for
Web Site Development Costs." This consensus provides guidance on what types of
costs incurred to develop web site should be capitalized or expensed. Hollywood
57
Media adopted this consensus in 2000. Such adoption did not have a material
effect on Hollywood Media's consolidated financial position or results of
operations.
In January 2000, the EITF reached consensus on EITF Issue No. 99-17, "Accounting
for Advertising Barter Transactions." EITF 99-17 establishes guidelines for
reporting revenue and expense from non-monetary transactions involving exchange
of advertising. The consensus stipulates that revenue and expense should be
recognized from an advertising barter transaction only if the fair value of the
advertising surrendered in the transaction is determinable based on the entity's
own historical practice of receiving cash for similar advertising sold to
parties unrelated to the party in the barter transaction. Hollywood Media
adopted EITF 99-17 prospectively for transactions occurring after January 20,
2000 (see Note 2).
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.
(6) PROPERTY AND EQUIPMENT, NET:
Property and equipment consists of:
December 31,
----------------------------
2000 1999
----------- -----------
Furniture and Fixtures $ 593,758 $ 467,590
Equipment 2,962,002 1,942,898
Web Development 430,645 --
Equipment Under Capital Leases 565,623 260,350
Leasehold Improvements 70,752 6,940
----------- -----------
4,622,780 2,677,778
Less: Accumulated Depreciation and
Amortization (1,819,940) (799,819)
$ 2,802,840 $ 1,877,959
=========== ===========
Depreciation and amortization expense of property and equipment was $1,089,569,
$1,486,458 and $1,076,983 for the years ended December 31, 2000, 1999 and 1998,
respectively.
(7) 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, 2000 are as follows:
58
Year Amount
---- ------
2001 $ 853,134
2002 641,661
2003 163,157
2004 1,704
----------
Minimum lease payments 1,659,656
Less amount representing interest (310,538)
----------
Present value of net minimum lease payments 1,349,118
Less: current portion (627,597)
----------
$ 721,521
==========
In May 1998, Hollywood Media entered into a sale and leaseback transaction for
17 kiosks. The terms of the 1998 sale-leaseback were an aggregate sales price of
$600,674, which approximated 75% of the original invoice cost of the units, a
42-month lease term, monthly payments of approximately $18,300, and a $1 buy-out
at the end of the lease term. As additional consideration for the 1998
Sale-Leaseback, Hollywood Media issued to the lessor five-year warrants to
purchase 5,203 shares of common stock at an exercise price of $5.775 per share.
As security collateral for these leases, Hollywood Media issued an aggregate of
433,061 shares of its common stock which were placed in escrow (the "Escrow
Shares"). In connection with the closure of the retail operations in 1998 and
1999, Hollywood Media negotiated with the lessor to satisfy its outstanding
lease obligations related to kiosks that were written off. In October 1999,
Hollywood Media entered into a prepayment agreement with the lessor to satisfy
its lease obligation by selling escrowed shares and using the proceeds to repay
the obligation. The lease liability of $539,651 was repaid from the proceeds of
32,000 escrowed shares sold. The remaining escrow shares were returned to
Hollywood Media and cancelled. The asset related to this capital lease was
written off in 1999 in connection with Hollywood Media's decision to exit its
brick and mortar retail business - See Note 9.
(8) DEBT:
-----
In association with the TDI acquisition, Hollywood Media signed two promissory
notes payable to the former owner. The notes payable have a face value of
$500,000 and $250,000 and are due on March 26, 2001 (which date has been
extended due to closing related adjustments which are expected to reduce the
amount of the note) and September 26, 2001, respectively. The $500,000 note
bears interest at Citibank, N.A. prime plus 1% (9.5% at December 31, 2000) and
the $250,000 note is non-interest bearing.
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.
In 1999, Hollywood Media's Chairman and Chief Executive Officer and Hollywood
Media's Vice Chairman and President extended a $1.1 million unsecured line of
credit facility to Hollywood Media. The line of credit bears interest at the JP
59
Morgan Bank prime rate of interest, is prepayable at any time without penalty by
Hollywood Media, and is payable on demand of the holders. This line of credit
was cancelled in connection with Viacom's exercise of warrants in the amount of
$5.5 million during March 2000. During the second quarter of 2000, $2,050,000
was advanced under an unsecured line of credit facility to Hollywood Media.
Hollywood Media drew upon this line of credit to enable Hollywood Media to meet
its obligation to lend to a former shareholder of CinemaSource funds to pay a
portion of the shareholder's taxes resulting from the sale of CinemaSource to
Hollywood Media. The loan was repaid in full in 2000. There were no outstanding
balances under this line of credit at December 31, 2000 and 1999, respectively.
Interest expense on this line of credit amounted to $30,176 and $2,049 for 2000
and 1999, respectively.
In August 1997, Hollywood Media issued a $650,000 4% convertible debenture to a
single institutional investor. The debenture was convertible by the holder into
shares of Hollywood Media's common stock. During 1998, the debenture holder
converted the entire $650,000 debenture plus accrued interest into a total of
173,568 shares of common stock. In conjunction with issuance of the debenture,
the investor received warrants to buy 32,499 shares of common stock at exercise
prices ranging from $6.00 to $6.53 per share. The warrants expire March 2, 2003.
Hollywood Media recorded the convertible debenture net of a discount of $215,500
attributable to the intrinsic value of the nondetachable conversion feature. The
discount was amortized as interest expense from the date of issuance through
April 1998. Interest expense related to this discount was $107,750 in 1998.
(9) ACCRUED RESERVE FOR CLOSED STORES:
----------------------------------
In 1998, Hollywood Media aggressively pursued closure of its retail kiosk
locations. Fifteen of 29 mall leases were terminated. In 1999, Hollywood Media
decided to exit its brick and mortar retail operation altogether and closed its
remaining stores. Hollywood Media recorded provisions of $1,121,028 and
$4,551,094 in 1998 and 1999, respectively, for asset impairments, inventory
write-downs, and the estimated cost of early lease terminations. The $1,121,027
charges recorded in 1998 included $653,472 of non-cash asset impairments to
write down 29 retail kiosks held for disposal to net realizable value as
determined based on an appraisal and $467,555 of costs for exiting the related
leases, comprised of management's best estimate of future contractual lease
payments less, to the extent deemed probable, any reductions from early
termination settlements reached with the lessors plus the estimated cost of
negotiating such settlements. The $4,551,094 charges recorded in 1999 were
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
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 1998,
Hollywood Media entered into an agreement with a franchisee who obtained the
exclusive rights to open traditional brick and mortar retail stores in the
Phoenix, Arizona market area. Following the decision in 1999 to fully exit the
brick and mortar retail business including the franchise operations Hollywood
Media negotiated a settlement with the 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
60
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 reserve for closed stores of $2,366,432
at December 31, 1999 consists mainly of the liability to reacquire territorial
rights and continuing lease obligations for exited locations. The balance at
December 31, 2000 of $798,362 consists primarily of estimated liabilities
remaining on lease obligations.
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, 1998
---------------------------------
Activity - provision for closed stores:
Write down of fixed assets held,
not in use $ -- $ 653,472 $ (653,472) $ -- $ -- $ --
Lease exit costs - contractual -- 417,556 -- (110,514) -- 307,042
Lease exit costs - estimated
settlement costs -- 50,000 -- -- (50,000) --
Costs to settle franchise rights -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------
Total - December 31, 1998 -- 1,121,028 (653,472) (110,514) (50,000) 307,042
----------- ----------- ----------- ----------- ----------- ----------
December 31, 1999
---------------------------------
Activity - provision for closed stores:
Write down of fixed assets held,
not in use -- 2,118,228 (2,118,228) -- -- --
Lease exit costs - contractual 307,042 705,880 -- (259,992) (86,498) 666,432
Lease exit costs - estimated
settlement costs -- 76,986 -- (26,986) -- 50,000
Costs to settle franchise rights -- 1,650,000 -- -- -- 1,650,000
----------- ----------- ----------- ----------- ----------- ----------
Total - December 31, 1999 307,042 4,551,094 (2,118,228) (286,978) (86,498) 2,366,432
----------- ----------- ----------- ----------- ----------- ----------
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
=========== =========== =========== =========== =========== ==========
62
(10) OTHER ACCRUED EXPENSES:
-----------------------
Other Accrued Expenses consist of the following:
December 31,
-----------------------------
2000 1999
----------- -----------
Compensation and benefits $ 496,032 $ 371,285
Insurance 152,978 98,396
Acquisition costs 190,330 --
Licensing fees 91,800 --
Interest 57,159 46,051
Royalties 39,480 31,633
Other 1,250,152 1,032,317
----------- -----------
$ 2,277,931 $ 1,579,682
=========== ===========
(11) OFFERINGS OF SECURITIES:
------------------------
In March and April 1998, Hollywood Media sold 248,053 shares of its common stock
to five accredited investors for gross proceeds of $1,037,500. In conjunction
with the sale of these shares, Hollywood Media issued five-year warrants to
three investors to purchase 55,000 shares of Hollywood Media's common stock at
an exercise price of $4.66 per share. These warrants have a fair value of
$99,850, calculated using the Black Scholes Model, and are included in
additional paid in capital. Costs related to the issuance of these securities
totaling $37,500 were charged to additional paid-in capital.
On June 30, 1998, Hollywood Media entered into a private equity line of credit
agreement with two accredited investors and on January 7, 1999, this agreement
was amended to increase the number of shares that could be issued under the
equity line of credit. Pursuant to this agreement, as amended, these investors
issued irrevocable commitments to purchase 433,334 shares of common stock of
Hollywood Media over a one-year period. The purchase prices for the shares of
stock issued to two accredited investors in connection with their equity line of
credit during 1998 and 1999 were determined in accordance with the terms of the
private equity line of credit agreement between Hollywood Media and the
investors. The price for the initial $500,000 equity investment was the lowest
closing bid price for Hollywood Media's stock during the five trading days
preceding the date of issuance. Subsequent investments were made at 88% of the
lowest closing bid price during the two trading days immediately preceding and
the two trading days immediately following Hollywood Media's delivery of notice
to the investors of the amount that Hollywood Media intended to sell to the
investors. These terms were negotiated on an arms length basis with the
investors. In conjunction with establishment of the equity line of credit,
Hollywood Media issued three-year warrants to these investors to purchase 45,000
shares of Hollywood Media's common stock for an average price of $2.89 per
share. The fair value of 45,000 warrants issued to the investors was
approximately $130,000 at the time of issuance determined using the Black
Scholes Model, and was included in additional paid in capital. The exercise
price of the warrants for 20,000 of the shares was initially set at 130% of the
market price, as defined subject to reduction (to an amount not less than 100%
of the market price) depending on the number of initial shares of Hollywood
63
Media's common stock that the investors still own six months subsequent to their
initial purchase. On June 30, 1998, these investors purchased an initial 100,000
shares of Hollywood Media's common stock at the market price of $5.00 per share.
On November 24, 1998, Hollywood Media sold an additional 77,042 shares of common
stock to these investors for $6.49 per share. Gross proceeds of $1,000,000 from
the sale of these securities were received during 1998. Costs related to
establishment of the equity line of credit and for the issuance of the
securities pursuant to this line of credit totaling $99,855 were charged to
additional paid-in capital. In addition, Hollywood Media issued 28,000 shares of
common stock to the placement agent as part of this transaction which were
valued at $156,657. During 1999, these investors purchased an additional 256,292
shares of Hollywood Media's common stock, for net proceeds of $2,468,659.
In July 1998, six members of Hollywood Media's Board of Directors (including
Hollywood Media's Chairman of the Board and Chief Executive Officer, Hollywood
Media's Vice Chairman and President, and the Chief Executive Officer of Tekno
Books, Hollywood Media's 51%-owned subsidiary), purchased an aggregate of
187,442 shares of Hollywood Media's common stock for $5.00 per share, the then
market price of the stock. In conjunction with the private placement of these
shares, the investors received five-year warrants to purchase an aggregate of
93,721 shares of Hollywood Media's common stock at an exercise price of $5.00
per share, valued at $217,000, using the Black Scholes Model. The fair value of
the warrants is included in additional paid in capital. The warrants were issued
to each investor in proportion to their participation of the stock purchase.
In September and November 1998, Hollywood Media sold 250 shares of its 7% Series
D Convertible Preferred Stock (the "Series D Preferred Stock") to two accredited
investors. Hollywood Media realized gross proceeds of $2,500,000 from this
private placement, less expenses and placement fees of $281,917. In connection
with this transaction, Hollywood Media also issued two five-year warrants to
each investor. The two warrants entitle the investors to purchase the number of
shares of common stock equal to the aggregate purchase price of shares of Series
D Preferred Stock acquired divided by the closing price of the common stock on
the trading date immediately before the date of purchase, multiplied by 20% and
30%, respectively, at exercise prices equal to 150% and 125%, respectively, of
such closing price, subject to certain adjustments. The value of the warrants on
the dates of issuance of $414,372, less expenses of $33,730, has been deducted
from the stated value of the Series D Preferred Stock and is reflected as
warrants outstanding. The warrants were valued using the Black Scholes Model.
Commissions and cost of issuance have been prorated between the Series D
Preferred Stock and the warrants. The stock purchase agreement also provides for
the potential issuance of adjustment shares of Hollywood Media's common stock to
the holders of the Series D Preferred Stock under certain limited conditions.
All outstanding shares of Series D were converted into shares of common stock in
1999 and adjustment shares were never issued. The Series D Preferred Stock were
convertible by the holder into shares of common stock based on an initial
conversion price equal to 105% of the average of the closing prices of the
common stock for the five trading days ending on the trading day immediately
preceding the closing (the "Conversion Price"). The Conversion Price determined
at the date of the closing was not materially different from the market price of
Hollywood Media's stock on that date. During 1999 the holders of Series D
Preferred Stock converted all of the outstanding shares into 679,859 shares of
common stock in accordance with the original terms of the preferred stock
purchase agreement.
In November 1998, Hollywood Media sold 50 shares of its 7% Series D-2
Convertible Preferred Stock (the "Series D-2 Preferred Stock") to an accredited
investor. Hollywood Media realized gross proceeds of $500,000 from this private
placement, less expenses and placement fees of $68,239. In connection with this
64
transaction, Hollywood Media also issued two five-year warrants to the investor.
The warrants entitle the investor to purchase 25,000 shares of Hollywood Media's
common stock for $5.175 per share and 16,667 shares for $6.26 per share, both of
which were above market exercise prices at the time the warrants were issued.
The value of the warrants on the date of issuance of $116,941 has been deducted
from the stated value of the Series D-2 Preferred Stock and is reflected as
warrants outstanding. The Series D-2 Preferred Stock was convertible by the
holder into shares of common stock based on the Series D-2 Preferred Stock's
stated value per share of $10,000 at a conversion price of $5.00 per share,
which was consistent with the market price of our stock on the closing date.
During 1999 the holders of Series D-2 Preferred Stock converted all of the
outstanding shares into 100,000 shares of Hollywood Media's common stock in
accordance with the original terms of the preferred stock purchase agreement.
On February 17, 1999, the holder of Hollywood Media's Series C 4% Convertible
Preferred Stock ("Series C Preferred Stock") converted all of the outstanding
shares of Series C Preferred Stock into 500,000 shares of Hollywood Media's
common stock in accordance with the original terms of the preferred stock
purchase agreement. The Series C Preferred Stock was convertible at any time
beginning on June 20, 1997 into a number of shares of common stock calculated by
dividing $100 for each share of preferred stock surrendered by $6.325 (the
Conversion Price) subject to adjustment in the event of subsequent issuances of
our common stock at prices less than the Conversion Price. The market price of
Hollywood Media's common stock was $5.63 per share on the date of issuance.
On May 18, 1999, the holders of Hollywood Media's Series A and B Variable Rate
Convertible Preferred Stock ("Series A and B Preferred Stock") converted all of
the outstanding shares of Series A and B Preferred Stock into 300,631 shares of
Hollywood Media's common stock. The Series A and B Preferred Stock was
convertible during the two year period commencing on November 28, 1995 at the
option of the holders into shares of common stock on a one-for-one basis. On May
14, 1999 a second amendment to the Preferred Stock Purchase Agreement was
executed which extended the conversion period through May 17, 1999 and revised
the conversion ratio for Series A and Series B.
Hollywood Media's Series B, C, D and D-2 Convertible Preferred Stock did not
have beneficial conversion features. The conversion prices for these instruments
were based on the market prices of Hollywood Media's common stock at or very
near the time of issuance. Therefore, there were no beneficial conversion
features present.
On May 17, 1999, Hollywood Media issued 569,820 shares of common stock in a
private placement at a purchase price of $21.25 per share. In addition,
Hollywood Media issued to the same investors warrants to purchase an aggregate
of 189,947 shares of common stock at an exercise price of $21.25 per share. The
warrants were valued at $2,866,071 using the Black Scholes Model and are
included in additional paid in capital. The gross proceeds of the private
placement were $12,108,675. Hollywood Media issued 42,600 shares of common stock
as a fee to the placement agent. The value of the shares ($915,900) was deducted
from additional paid in capital.
On May 18, 1999, Hollywood Media acquired substantially all of the assets of
CinemaSource. The purchase price consisted of cash and 436,191 shares of common
stock valued at $12.50 per share. In addition, stock options to acquire 50,000
shares of common stock at an exercise price of $5 per share were issued for
services rendered in connection with the acquisition. These stock options were
valued at $511,587 using the Black Scholes Model and are included in the
purchase price.
65
On May 20, 1999, Hollywood Media acquired all of the capital stock of
hollywood.com, Inc. The purchase price consisted of an unsecured promissory note
for $1,928,138 and 2,300,075 shares of common stock valued at $12.64 per share.
As part of the transaction costs Hollywood Media issued 53,452 shares of common
stock for services rendered in connection with the acquisition valued at
$1,063,315. This amount is included in the purchase price. In addition,
Hollywood Media issued warrants to purchase 175,000 shares of common stock with
a fair value of $1,415,223 to placement agents in the transaction. The warrants
were valued using the Black Scholes Model and were capitalized as part of the
cost of the acquisition.
On August 31, 1999, Hollywood Media acquired substantially all of the motion
picture-related assets of Paul Kagan Associates, Inc. for 492,611 shares of
common stock valued at $17.81 per share.
On August 31, 1999, Paul Kagan individually invested approximately $2.5 million
in cash in Hollywood Media in exchange for 163,185 unregistered and restricted
shares of Hollywood Media common stock in accordance with a subscription
agreement dated August 31, 1999.
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 Model, in exchange for a
four-year Interactive Services agreement which provided anchor tenant placement
for Spanish and Portugese versions of the Hollywood.com web site on AOL-LA.
Hollywood Media created and launched Brazilian, Mexican and Argentinean 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 related to this
agreement.
In December 1999, Hollywood Media issued 35,294 shares of 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. The 35,294
shares of common stock issued were restricted from resale for one year. Under
the terms of the purchase agreement the seller has the right to require
Hollywood Media to repurchase these shares for $17 per share after one year.
66
Hollywood Media incurred $2,856 in acquisition costs in 1999 that were charged
to additional paid-in capital.
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 Viacom in exchange for CBS
advertising, promotion and content over a seven year period and $5,303,030 in
cash. In addition, Viacom 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. Viacom 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 the Black-Scholes option valuation model as of the March 28,
2000, the commitment date for the transaction. The fair value of common stock
and warrant issued to Viacom has been recorded in the balance sheet as deferred
advertising. Hollywood Media is entitled to receive a fixed amount of
advertising over each contract year; therefore the advertising is amortized
ratably over the seven year contract life; except for the $5.5 million of
advertising received from the exercise of the warrant which is being amortized
over the two year period in which it must be utilized. Hollywood Media amortized
$24.2 million and $2.3 million in CBS advertising for 2000 and 1999,
respectively. Viacom will conduct the advertising and promotion across its full
range of CBS media properties, including the CBS television network, CBS owned
and operated television stations, CBS cable networks, Infinity Broadcasting
Corporation's radio stations and outdoor billboards, CBS Internet sites and CBS
syndicated television and radio programs. To supplement Hollywood Media's
internal sales efforts, Hollywood Media will have the right to require Viacom to
sell advertisements on the Hollywood.com web site generating advertising
revenues of up to $1.5 million per year and will pay an 8% commission on any
additional advertising revenues generated by Viacom for Hollywood Media. In
September 2000, Viacom prepaid the $1.5 million in advertising revenue for the
contract period October 2000 to September 2001. Advertising revenues are
recorded in the applicable period in which the ads are delivered to Viacom. Of
the $1.5 million that was received in September 2000 $973,582 was recorded as
deferred revenue in the accompanying consolidated balance sheet at December 31,
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 have been valued at $201,892,
using the Black Scholes Model.
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. Hollywood Media closed its retail operations in December 1999 and
included this amount in the accompanying December 31, 1999 consolidated balance
sheet as part of accrued reserve for closed stores.
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 the Black
Scholes Model.
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 the Black Scholes Model and recorded as warrants
67
outstanding. 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 adjustment warrants to these investors. The right to purchase
additional shares under the adjustment warrants will be 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
period ending December 8, 2000 and each of the nine succeeding thirty-day
periods ending September 6, 2001. If the market price is below $9.63 during any
adjustment period, Hollywood Media will be obligated to issue additional shares
to the investors for no additional consideration. The exact number of shares
issuable upon exercise of an adjustment warrant during each adjustment period is
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.
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 and which will 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. The fair value of the 195,874 shares
will be recorded as additional purchase price if the conditions are satisfied at
the end of the twelve month period.
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 include 125,001 shares of
Hollywood Media's common stock purchased by Hollywood Media's Chairman and Chief
Executive Officer at a purchase price of $6 per share. Hollywood Media incurred
$201,316 in transaction costs, issued 27,514 shares of common stock, and
warrants to purchase 55,000 shares of common stock valued at $292,064, in
accordance with SFAS 123 as fees to the placement agents.
Hollywood Media's Board of Directors approved a plan for the repurchase of $4.0
million of Hollywood Media's common stock. Pursuant to the plan, during the year
ended December 31, 2000 Hollywood Media repurchased 335,150 shares of common
stock for an aggregate consideration of $2,661,924, at an average purchase price
of $7.94 per share. In the aggregate, Hollywood Media has repurchased 417,500
shares of common stock for an aggregate consideration of $3,433,681 at an
average price of $8.22.
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 addition to the transactions described above, Hollywood Media occasionally
issues equity instruments to third parties in exchange for services. During
2000, 1999 and 1998, Hollywood Media issued equity instruments with an aggregate
fair value of $457,781, $322,568 and $73,587 respectively, in exchange for
services. 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. Equity
instruments issued for services in 1999 include 8,548 shares of common stock
valued at $107,060 and options and warrants to purchase 171,232 shares of our
common stock with an aggregate fair value of $215,508. In 1998, Hollywood Media
issued options and warrants to purchase 123,432 shares of common stock with an
aggregate fair value of $73,587 in exchange for services. Shares of common stock
issued for services are valued at the market price of our common stock. Stock
68
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 completed.
The table below summarizes the nature of services received, fair value of equity
instruments issued and the classification in the accompanying statements of
operations.
2000 1999 1998
---------- ---------- ---------
General and administrative expenses
Consulting services $ 150,056 $ 159,083 $ 54,189
Packaging fees 28,824 60,810 --
Selling and Marketing
Marketing services 201,891 -- --
Salaries and benefits
Employee stock bonus 29,065 46,250 --
Interest expense 47,945 56,425 19,398
---------- ---------- ---------
$ 457,781 $ 322,568 $ 73,587
========== ========== =========
(12) 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
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 2000, 1999 or 1998.
69
2000 Stock Option 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 interests 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 (which number is 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 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 a
Benefit must enter into a benefit agreement with Hollywood Media that contains
the appropriate terms and conditions as determined by the Stock Option
Committee.
As of March 15, 2001, options to purchase 550,000 shares of common
stock were outstanding under the 2000 Plan and no options issued under the 2000
Plan had been exercised.
70
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 the 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.
A summary of all stock option and warrant transactions for the years ended
December 31, 2000, 1999 and 1998 is as follows:
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
---------- --------- ---------- ---------
Outstanding at December 31, 1997 904,341 $ 6.34 865,242 $ 7.76
Granted 138,780 5.55 760,148 5.05
Exercised (14,954) 5.81 (205,500) 3.43
Cancelled (98,849) 6.52 (120,000) 13.20
---------- ----------
Outstanding at December 31, 1998 929,318 6.17 1,299,890 5.99
Granted 2,276,157 16.65 587,398 17.29
Exercised (191,826) 6.91 (716,958) 5.67
Cancelled (223,498) 11.90 (13,554) 9.68
Expired -- 13.20 (30,000) 13.20
---------- ----------
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
Expired -- -- -- --
---------- ----------
Outstanding at December 31, 2000 2,720,490 $ 13.70 1,262,097 $ 11.97
========== ==========
At December 31, 2000, a total of 367,757 and 21,243 options were available for
future grant under the 1993 Plan and Directors Stock Option Plan, respectively.
At December 31, 2000 there were 1,000,000 options available for future grant
under the 2000 Plan. Additionally, at December 31, 2000, 1999, and 1998 998,616,
1,162,540, 782,729 stock options and 560,227, 637,211, 1,224,890 warrants were
exercisable, respectively.
71
The weighted average fair value of all options and warrants granted in 2000,
1999 and 1998 was $7.76, $16.80 and $1.76 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:
2000 1999 1998
----- ----- -----
Exercise Price Equals Market Price
Weighted average exercise price $11.96 $17.28 $ 5.66
Weighted average fair value 10.01 17.28 2.40
Exercise Price Exceeds Market Price
Weighted average exercise price 10.16 17.48 5.26
Weighted average fair value 8.77 16.96 1.44
Exercise Price is Less Than Market Price
Weighted average exercise price 19.10 15.62 4.06
Weighted average fair value 16.24 18.18 2.84
The following table summarizes information about stock options and warrants
outstanding at December 31, 2000:
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 15,764 4.49 $ .01 15,764 $ .01
3.12 - 5.99 485,887 3.55 5.09 309,953 5.13
6.00 - 7.99 631,497 2.23 6.80 357,604 6.60
8.00 - 14.75 1,038,745 4.35 10.97 245,771 8.71
14.76 - 17.75 840,273 3.63 16.94 25,604 17.12
17.76 - 23.00 970,421 3.52 20.58 604,147 21.14
---------- ----------
3,982,587 3.65 13.14 1,558,843 12.38
Had compensation cost for the 1993 Plan and the Directors Stock Option Plan been
determined consistent with SFAS No. 123, Hollywood Media's net loss and loss per
share would have increased to the following pro forma amounts:
72
2000 1999 1998
Net loss As Reported $(51,847,500) $(24,657,024) $(10,658,089)
Pro Forma (53,228,309) (29,001,525) (10,989,891)
Basic and diluted As Reported $ (2.23) $ (2.01) $ (1.47)
loss per share Pro Forma (2.29) (2.36) (1.51)
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 2000, 1999 and 1998: risk free interest rate of 6.25%, 6.65% and 4.9%,
respectively; expected lives of 2 years for two year options, 3 years for four
year options and 4 years for five and ten year options; and expected volatility
ranging from 147.7% to 173.2% in 2000, 70.7% to 129.94% in 1999 and 36.3% to
70.7% in 1998.
In 2000, 1999 and 1998, Hollywood Media recorded an expense of $428,716,
$276,318 and $73,587, respectively, related to stock options granted on various
dates to non-employees of Hollywood Media.
Employee Stock Based Compensation
---------------------------------
In 1998, incentive stock bonuses were granted to various officers of Hollywood
Media by issuing 236,230 shares of common stock. Of these shares that were
issued, 200,000 were restricted and vest evenly over 36 months. In 1999,
Hollywood Media issued 2,500 shares of restricted common stock to an officer, as
an incentive stock bonus, valued at $46,250, the fair market value of the common
stock on the date of issuance. 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.
Hollywood Media recorded $233,198, $250,383 and $285,892 as compensation expense
for the twelve months ended December 31, 2000, 1999 and 1998, respectively.
(13) 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 $92,820,000 as a result of the
operating losses incurred for the period from inception (January 22, 1993) to
December 31, 2000. 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 had established a
valuation allowance for the full amount of the deferred tax asset in 1996.
During 1997, based primarily on taxable income that was expected to be generated
upon consummation of a specific planned transaction, Hollywood Media decreased
the valuation allowance by $1,407,600. Hollywood Media re-established the
valuation allowance to the full amount of the deferred tax asset in 1998,
because management no longer expected that the transaction would be consummated.
73
The loss carryforwards expire as follows:
2008 $ 528,000
2009 5,065,000
2010 7,990,000
2011 6,211,000
2012 5,771,000
2018 7,950,000
2019 18,527,000
2020 40,778,000
------------
$ 92,820,000
============
The components of Hollywood Media's deferred tax assets and liabilities consist
of the following at December 31:
2000 1999
------------ ------------
Net tax basis in excess of book basis
for certain assets and liabilities $ 3,100,000 $ 1,400,000
Net operating loss carryforwards 32,487,000 18,215,000
------------ ------------
35,587,000 19,615,000
Valuation allowance (35,587,000 (19,615,000)
------------ ------------
Net deferred tax asset/liability $ -- $ --
============ ============
(14) INVESTMENTS:
------------
Investments consist of the following:
December 31,
---------------------------------
2000 1999
--------------- ------------
NetCo Partners (a) $ 699,331 $ 549,975
MovieTickets.com (b) 105,714 --
Beach Wrestling LLC (c) 67,500 --
------------ ------------
$ 872,545 $ 549,975
=============== ============
(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.
74
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.
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 two 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 manuscript.
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 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, 2000, 1999 and
1998 are presented below:
Year Ended December 31,
------------------------------------
2000 1999 1998
---------- ---------- ----------
Revenues $5,658,803 $3,028,748 $2,685,928
Gross Profi $4,642,968 $2,474,026 $2,052,907
Net Income $4,600,835 $2,376,284 $1,755,098
Company's Share
of Net Income $2,300,418 $1,188,142 $ 877,549
During 1998, NetCo Partners and ABC modified their arrangement, which resulted
in a modification of revenues previously accrued in 1997 under the ABC
mini-series arrangement for NetForce. The mini-series arrangement originally
provided for a payment to NetCo Partners of $1.6 million should the NetForce
mini-series not air by May 1999 and a minimum guaranteed license fee if it
aired. ABC substantially completed production of the mini-series during 1998,
and the mini-series aired on ABC for four hours over two nights in February
1999. Under the new arrangement, NetCo Partners received a $400,000 rights fee
during 1998 and future profit participation in the mini-series in lieu of the
original guaranteed license fee. Accordingly, in 1998 NetCo Partners reversed
the $1.6 million fee recorded in 1997 and recognized the $400,000 rights fee.
75
Future revenues under the ABC mini-series arrangement will be based on profit
participation. In 2000 NetCo Partners received net royalties of $404,253 for the
home video distribution of the mini-series.
As of December 31, 2000 NetCo Partners has $1,598,998 in accounts receivable.
Management of NetCo Partners believes that the receivables will be collected in
full and no reserves have been established.
NetCo Partners' deferred revenues, consisting of advances received but not yet
recognized as income, amounted to $888,263 as of December 31, 2000.
As of December 31, 2000, Hollywood Media has received cumulative profit
distributions from NetCo Partners since its formation totaling $5,658,049, 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. (NAI) to form MovieTickets.com, Inc. ("MovieTickets.com"), in which each
venture partner initially acquired a 33.33% interest in the joint venture. 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. Hollywood Media owned 31.67% of the MovieTickets.com,
Inc. joint venture at December 31, 2000. Hollywood Media accounts for its
investment under the equity method of accounting, recognizing 31.67% of
MovieTickets.com income or loss as equity in earnings of investments. For 2000,
Hollywood Media recorded a loss of $394,286 from its investment in
MovieTickets.com. At December 31, 2000, Hollywood Media had contributed $500,000
in cash, as did AMC and NAI, 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 using the Black Scholes Model. The fair value of the
warrant was recorded as goodwill and is being amortized over a period of ten
years. The MovieTickets.com web site launched in May 2000.
(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 partner owns one-third. Beach
Wrestling LLC was formed to develop, market and distribute wrestling events via
the Internet and Television under the "Beach Wrestling" and "Beachwrestling.com"
brands. These events will be held in exotic beach locations and resort venues
worldwide. At December 31, 2000 Hollywood Media had invested $67,500 in Beach
Wrestling LLC.
(15) 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
76
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, 2000 are as follows:
Year Amount
---- ------------
2001 $ 1,419,372
2002 1,089,870
2003 868,469
2004 875,331
2005 883,762
Thereafter 2,960,541
--------------
Total $ 8,097,345
==============
The fixed operating lease commitments detailed above assume that Hollywood Media
continues the leases through their initial lease terms. As a result of the
decision to exit the brick and mortar retail business, Hollywood Media is
currently negotiating the early termination of various operating leases with an
aggregate total commitment of approximately $2.9 million included above.
Hollywood Media expects to negotiate termination and release from these leases
for $798,362, which has been accrued at December 31, 2000 as part of the reserve
for closed stores and lease termination costs. Rent expense, including equipment
rentals, was $1,340,747, $1,405,620 and $1,804,734 during 2000, 1999 and 1998,
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 agreements 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 $242,195
(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
77
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, 2000,
1999 and 1998 of $285,660, $270,562, and $303,365, respectively, which is
included in salaries and benefits in the accompanying consolidated statements of
operations. Compensation in 2000 and 1998 includes a portion of wages that were
deferred in the prior year and paid in 2000 and 1998.
Effective May 31, 1999, Hollywood Media entered into a four-year
employment agreement with W. Robert Shearer, Hollywood Media's Senior Vice
President and General Counsel. The agreement provides for an annual base salary
currently set at $160,000, increasing by 10% each year, and a minimum annual
bonus of $25,000. The agreement also provides for the issuance of 75,000 options
to purchase common stock of Hollywood Media upon the effective date of the
agreement and the issuance of at least 50,000 options to purchase common stock
of Hollywood Media on each one-year anniversary of the effective date. If the
executive's employment is terminated without cause at any time during the term,
Hollywood Media is required to pay to the executive an amount equal to the
greater of (a) the aggregate base salary that the executive would have received
for the remaining term of the agreement and (b) six months of executive's then
current salary. The term "cause" is defined in the agreement as (a) any act or
omission of the executive that constitutes a willful and material breach of the
agreement that is uncured at least 30 days' after notice thereof; (b) fraud,
embezzlement or misappropriation against Hollywood Media; or (c) conviction of
any criminal act that is a felony.
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 services. The agreement can be terminated by either Hollywood Media or the
shareholder/director beginning in January 1998 or under certain other
conditions.
Hollywood Media is also obligated to pay Greenberg a fee as the exclusive
packager of all books based on Hollywood Media's intellectual properties. This
packaging fee, 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 2000, Hollywood Media accrued $218,911 in
packaging fees pursuant to this contract, of which $28,824 was paid with 3,603
shares of common stock and $190,087 remains payable at December 31, 2000.
Litigation-
----------
Hollywood Media is a party to various legal proceedings arising in the ordinary
course of business, including the proceedings described below and litigation
related to four separate leases that were terminated by Hollywood Media upon the
closing of its retail business. Hollywood Media does not expect any of these
legal proceedings to have a material adverse impact on Hollywood Media's
financial condition or results of operations.
78
Steven B. Katinsky v. The Times Mirror Company, Hollywood.com, Inc. and
Hollywood Online Inc. filed on September 8, 2000 in Superior Court of the State
of California for the County of Los Angeles. Claim against 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 plaintiff is 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. Hollywood Media is indemnified by Tribune
Company for the amount of any such performance cycle bonus payable to the
plaintiff. Hollywood Media believes that all claims by the plaintiff against
Hollywood Media are without merit and intends to defend them vigorously.
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 lawsuit was
dismissed in January 2001 and the parties were given the right to arbitrate the
dispute. The parties have not commenced an arbitration proceeding. This dispute
involves 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.
Interviews.com is owned and controlled by Steven Katinsky, the claimant in the
matter described above. All matters related to this claim occurred prior to
Hollywood Media's acquisition of Hollywood Online, Inc. in May 1999 and all
domain names subject to the dispute have been transferred to the claimant. The
domain names transferred were not being utilized by Hollywood Media and were not
related to Hollywood Media's business. The claimant is seeking monetary damages
in excess of $5 million. Hollywood Media believes that this claim is without
merit and intends to defend it vigorously.
(16) SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
----------------------------------------------------------------------
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 non-cash 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.
79
For the Twelve Months ended December 31, 1999:
o The Company recorded the conversion of $6,152,261 of Series A, B, C, D,
D-2 Preferred Stock into 1,580,490 shares of common stock.
o Non-cash dividends on its Series A,B,C,D, and D-2 Convertible Preferred
Stock in the amount of $83,657 were recorded, $111,754 of which was paid
through the issuance of 6,675 shares of common stock.
o The Company issued 2,500 shares of restricted stock valued at $46,250 as
an incentive stock bonus to an officer.
o Hollywood Media entered into a services agreement whereby warrants and
135,000 shares of common stock valued at $3,374,360 were recorded. Other
options issued for consulting services rendered were valued at $276,318.
o Capital lease transactions totaled $150,589.
o Hollywood Media issued 32,000 shares of stock to satisfy lease
obligations of $539,651. o Hollywood Media issued 3,317,623 shares of
common stock for acquisitions in 1999.
For the Twelve Months ended December 31, 1998:
o Hollywood Media recorded non-cash dividends on its Series A, B, C, D and
D-2 Convertible Preferred Stock in the amount of $233,329, of which
$170,000 was paid through the issuance of 37,100 shares of common stock
and $63,329 was accrued as dividends payable.
o Hollywood Media recorded the conversion of $650,000 of convertible
debentures, plus accrued interest of $15,689, into 173,568 shares of
common stock.
o Hollywood Media issued 236,230 shares of restricted common stock valued
at $796,225 at the time of issuance to officers and employees of
Hollywood Media as an incentive stock bonus, including 100,000 shares
that vest evenly over 36 months granted to each of Mitchell Rubenstein,
Chairman and Chief Executive Officer, and Laurie S. Silvers, Vice
Chairman and President.
o Capital lease transactions totaled $309,829.
(17) SEGMENT REPORTING:
------------------
Hollywood Media has six reportable segments: Internet ad sales, business to
business (b2b), ticketing, e-commerce, retail and intellectual properties. The
Internet ad sales segment sells advertising on the Hollywood.com, Broadway.com
and Hollywood.com International web sites. The business to business segment
(b2b) licenses entertainment content and data and includes the divisions
CinemaSource (which licenses movie showtimes and other movie content),
EventSource (which licenses local event data), TheaterSource (which licenses
live theater showtimes and content) and ConcertSource (which licenses local
listings of concerts and music related events) to Internet, media and wireless
companies. The ticketing segment sells tickets to live theater events for
Broadway, off-Broadway and London on the Internet and to domestic and
international travel professionals including travel agencies and tour operators,
educational institutions and traveling consumers. The E-commerce segment, 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. 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, including books.
80
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Hollywood Media evaluates
performance based on a comparison of actual profit or loss from operations
before income taxes, depreciation, interest, and nonrecurring gains and losses
to budgeted amounts.
Hollywood Media does not have intersegment sales or transfers. The following
table illustrates the financial information regarding Hollywood Media's
reportable segments.
Year Ended December 31,
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Net Revenues:
Internet Ad Sales $ 8,777,397 $ 3,950,931 $ --
Business to Business (b2b) 5,442,309 1,765,732 --
Ticketing 12,278,008 -- --
E-Commerce 987,181 924,098 --
Retail 34,519 1,576,482 8,789,497
Intellectual Properties 1,998,091 1,888,868 2,337,019
------------ ------------ ------------
$ 29,517,505 $ 10,106,111 $ 11,126,516
============ ============ ============
Gross Profit:
Internet Ad Sales $ 7,985,627 $ 3,514,991 $ --
Business to Business (b2b) 5,171,503 1,643,236 --
Ticketing 1,614,095 -- --
E-Commerce (158,826) 246,589 --
Retail (231,172) 65,950 3,993,375
Intellectual Properties 872,276 1,062,513 1,145,758
------------ ------------ ------------
$ 15,253,503 $ 6,533,279 $ 5,139,133
============ ============ ============
Operating Income (Loss):
Internet Ad Sales (a) $(39,183,183) $ (7,095,248) $ --
Business to Business 189,555 104,257 --
Ticketing 186,833 -- --
E-Commerce (b) (2,521,911) (2,313,526) --
Retail (c) (512,160) (7,628,166) (6,302,280)
Intellectual Properties 480,105 460,761 702,104
Other (Corporate) (11,587,886) (8,439,524) (3,404,921)
------------ ------------ ------------
$(52,948,647) $(24,911,446) $ (9,005,097)
============ ============ ============
81
Year Ended December 31,
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Capital Expenditures:
Internet Ad Sales $ 1,210,112 $ 415,292 $ --
Business to Business (b2b) 326,608 56,540 --
Ticketing 23,863 -- --
E-Commerce 13,347 42,487 --
Retail -- -- 935,811
Intellectual Properties 5,188 -- 29,990
Other 126,048 -- --
------------ ------------ ------------
$ 1,705,166 $ 514,319 $ 965,801
============ ============ ============
Depreciation and
Amortization Expense:
Internet Ad Sales $ 5,731,996 $ 1,384,522 $ --
Business to Business (b2b) 127,615 29,804 --
Ticketing 15,581 -- --
E-Commerce 17,483 12,478 --
Retail -- 935,034 902,753
Intellectual Properties 6,930 5,080 4,903
Other 5,198,932 2,964,149 200,755
------------ ------------- ---------------
$ 11,098,537 $ 5,331,067 $ 1,108,411
============ ============= ===============
Year Ended December 31,
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Segment Assets:
Internet Ad Sales (d) $117,375,127 $ 6,061,188 $ --
Business to Business (b2b) 1,368,136 784,321 --
Ticketing 1,762,557 -- --
E-Commerce 45,828 1,146,905 --
Retail 17,504 404,086 5,334,664
Intellectual Properties 482,861 821,856 1,077,125
Other 48,226,069 53,264,469 2,158,032
------------ ------------- ---------------
$169,278,082 $62,482,825 $ 8,569,821
============ ============= ===============
(a) Includes $24,244,647 and $2,344,950 in amortization of CBS advertising for
the years ended December 31, 2000 and 1999, respectively.
(b) The e-commerce segment was closed in January 2001.
(c) The retail segment was closed on December 31, 1999.
(d) Includes $110,845,733 in deferred CBS advertising.
82
Item 9. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure.
---------------------
None.
83
PART III
Item 10. Directors and Executive Officers.
Directors and Executive Officers
The directors and executive officers of Hollywood Media are as follows:
Name Age Position
---- --- --------
Mitchell Rubenstein (2)(3).............. 47 Chairman of the Board and
Chief Executive Officer
Laurie S. Silvers (3)................... 49 Vice Chairman of the Board,
President and Secretary
W. Robert Shearer ...................... 31 Senior Vice President and
General Counsel
Nicholas G. Hall........................ 46 Chief Operating Officer
Dr. Martin H. Greenberg (3)............. 59 Director
Harry T. Hoffman (1)(2)(4).............. 73 Director
Russell I. Pillar (2)................... 35 Director
Jules L. Plangere, Jr. (1)(4)........... 79 Director
Mitchell Semel ......................... 41 Director
Deborah J. Simon (1).................... 44 Director
David D. Williams ...................... 53 Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
(4) Member of the Stock Option 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 24-hour
national cable television network devoted to science fiction, fantasy and horror
programming that was acquired 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,
84
including as a partner with Rubenstein & Silvers, a law firm that specialized in
entertainment, cable television and broadcasting law, from 1981 to 1989. Mr.
Rubenstein also co-owned and served as an executive officer of several cable
television systems (including Flagship Cable Partners, who owned a cable
television system serving Boynton Beach and portions of Palm Beach County,
Florida) 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, as
well as 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, including as a partner with Rubenstein & Silvers, a
law firm that specialized in entertainment, cable television and broadcasting
law, from 1981 to 1989. Ms. Silvers also co-owned and served as an executive
officer of several cable television systems (including Flagship Cable Partners,
which owned a cable television system serving Boynton Beach and portions of Palm
Beach County, Florida) 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 University of Miami International
Advisory Board and the University of Miami School of Law Visiting Committee. Ms.
Silvers served on the Board of Directors of the Pine Crest Preparatory School,
Inc. from 1993 to 1999. She has been a member of the Pine Crest Preparatory
School, Inc. Board of Advisors (Boca Raton Campus) since 1987, and served as its
Chairman from 1995-1997. Ms. Silvers has served as a member of the executive
advisory board of the School of Business of Florida Atlantic University, and has
been a member of the Economic Council of Palm Beach since 1995. Together with
Mr. Rubenstein, Ms. Silvers was named Co-Business Person of the Year, City of
Boca Raton, Florida in 1992 and has been a keynote speaker at various business
symposia, including one held at Harvard Business School. Ms. Silvers is married
to Mitchell Rubenstein.
W. Robert Shearer joined Hollywood Media as Senior Vice President and
General Counsel in June 1999. From 1994 to May 1999, Mr. Shearer practiced law
with Weil, Gotshal & Manges LLP with an emphasis on mergers and acquisitions and
securities law. Mr. Shearer received a Bachelor of Business Administration
degree from the University of Texas in 1991 with high honors and a J.D. degree
from the University of Houston Law Center in 1994, magna cum laude. Mr. Shearer
served as the Editor in Chief of the University of Houston Law Review during
1993 and 1994.
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 presently 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.
85
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
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., a company engaged in book licensing and packaging, from 1990
until its acquisition by Hollywood Media in 1994. Dr. Greenberg is also
co-publisher of Mystery Scene Magazine, a mystery genre trade journal of which
Hollywood Media owns a majority interest. 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 also is the 1995 recipient of the Ellery
Queen Award, presented by the Mystery Writers of America for Lifetime
Achievement. Dr. Greenberg is a former Director of Graduate Studies at the
University of Wisconsin - Green Bay.
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.
Russell I. Pillar has served as a director of Hollywood Media since
September 2000. Mr. Pillar has served as President and Chief Executive Officer
of Viacom Interactive Ventures and its predecessor company CBS Internet Group,
managing the emerging technology investments and businesses of Viacom Inc.,
since the Group's formation in January 2000. Mr. Pillar also has served as
Managing Partner of Critical Mass Ventures LLC, an Internet-focused technology
incubator and venture capital firm, since October 1991. From November 1998 to
January 2000, Mr. Pillar served as President, Chief Executive Officer, and a
Director of Richard Branson's Virgin Entertainment Group, Inc., a diversified
international entertainment content retailer. From September 1997 to August
1998, Mr. Pillar served as President and Chief Executive Officer of Prodigy
Internet, an Internet service provider, and served as a member of Prodigy's
board of directors, including serving as its Vice Chairman, from October 1996 to
February 2000. From December 1993 to September 1996, Mr. Pillar served as
President, Chief Executive Officer, and a Director of Precision Systems, Inc., a
publicly-traded international telecommunications software provider. In addition
to his service on a number of private boards including iWon, Inc. and
Playboy.com, Inc., Mr. Pillar serves as a director of MarketWatch.com, Inc. and
Sportsline.com, Inc. Mr. Pillar graduated Phi Beta Kappa, cum laude with an A.B.
in East Asian Studies from Brown University.
Jules L. Plangere, Jr. has served as a director of Hollywood Media
since July 1993. Mr. Plangere is the former Chairman of the Board of New Jersey
Press, Inc. and its two subsidiary companies, Asbury Park Press and Press
Broadcasting Co. Mr. Plangere held various positions with Asbury Park Press in
his 50-year career, including Production Manager from 1954 to 1974, President
and General Manager from 1974 to 1977, and Publisher and Chief Executive Officer
from 1977 to 1991. In addition, Mr. Plangere is a former member of the Board of
Directors of the New Jersey State Chamber of Commerce, a former member of the
Board of Directors of New Jersey Bell Telephone Co., the former Chairman of the
Board of Trustees of Monmouth University and a present Life Trustee, and the
former President of the New Jersey Press Association.
86
Mitchell Semel has served as a director of Hollywood Media since
December 1999. Mr. Semel has served as Senior Vice President, Programming, East
Coast for CBS Entertainment since April 1996, where he has been involved in the
production of the Late Show with David Letterman, the Late Late Show with Tom
Snyder and the Late Late Show with Craig Kilborn. From 1994 to 1996 he worked
with NBC Productions, Inc. as a consulting producer and as an executive producer
for various shows. Mr. Semel was Senior Vice President, Programming, Comedy
Central, New York from 1992 to 1994, and from 1991 to 1992, he was Vice
President, Programming, Public Broadcasting Service, Washington, D.C.
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.
David D. Williams has served as a director of Hollywood Media since
September 2000. Mr. Williams was named President and Chief Executive Officer of
Tribune Media Services in 1991. Tribune Media Services creates and markets a
wide range of editorial and advertising products and services for print, online
and on-screen distribution. Mr. Williams joined the Chicago Tribune Company in
1969, serving in various advertising and marketing capacities. In 1983, he was
appointed Director of classified advertising. Mr. Williams serves on the board
of directors for Knight Ridder/Tribune and the Newspaper Features Council. He
also is a marketing chairman for the Chicagoland United Way/Crusade of Mercy and
is on the board of advisors for Northwestern University's Masters and
Communications department. Mr. Williams holds a bachelor's degree in advertising
and marketing from Michigan State University.
See "Certain Relationships and Related Transactions" for a description of the
rights of each of Tribune Company, Viacom Inc. and Tekno Simon LLC to nominate
individuals to serve as directors of Hollywood Media.
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
such officers' employment agreements 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.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Hollywood
Media's directors and executive officers, and persons who own more than 10% of
Hollywood Media's outstanding common stock, to file with the Securities and
Exchange Commission (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, 2000 have been complied with, except that each of
Mitchell Rubenstein, Laurie Silvers and W. Robert Shearer filed certain
information on a Form 5 that should have been filed earlier on a Form 4.
87
Item 11. Executive Compensation.
-----------------------
Summary Compensation Table. The following table sets forth the
aggregate compensation paid in 2000, 1999 and 1998 to each of the executive
officers of Hollywood Media.
Annual Compensation Long-Term Compensation Awards
-------------------------------------------- -----------------------------
Other Restricted Shares
Annual Stock Underlying
Name and Salary Bonus Compensation Awards Options
Principal Position Year ($) ($) ($) ($) (#)
------------------ ---- -------- -------- -------- -------- --------
Mitchell Rubenstein, (7) 2000 260,670 25,000 7,800 (1) -- --
Chief Executive Officer 1999 237,763 25,000 7,800 (1) -- 450,000 (4)
1998 235,793 67,572 7,800 (1) 306,200 (2) --
Laurie S. Silvers, (7) 2000 260,670 25,000 7,800 (1) -- --
President 1999 237,763 25,000 7,800 (1) -- 450,000 (4)
1998 235,793 67,572 7,800 (1) 306,200 (2) 37,500 (4)
W. Robert Shearer 2000 126,293 25,000 -- 50,000 (4)
Senior Vice President and 1999 58,454 -- -- 46,250 (3) 87,500 (4)
General Counsel (5)
Nicholas G. Hall 2000 42,577 -- -- -- 25,000 (4)
Chief Operating Officer(6)
(1) Represents a car allowance paid to the named executive officer.
(2) Represents the value on the issuance date of 100,000 shares of restricted
common stock granted to the named executive officers, which vest equally
over 36 months beginning July 1, 1998. The value of the 100,000 shares of
restricted common stock as of December 31, 1998 was $1,400,000.
(3) Represents the value on the issuance date of 2,500 shares of common stock
granted to Mr. Shearer. The value of the 2,500 shares of common stock as
of December 31, 1999 was $47,500.
(4) Represents options granted under Hollywood Media's 1993 Stock Option Plan
(the "1993 Plan").
(5) Mr. Shearer joined Hollywood Media on May 31, 1999.
(6) Mr. Hall joined Hollywood Media on August 23, 2000.
(7) Salaries in 2000 include salaries deferred in 1999 but paid in 2000.
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.
88
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 $237,000 (subject to automatic cost-of-living increases), an
annual bonus in an amount determined by the Board of Directors (but not less
than $25,000) and an automobile allowance of $650 per month. During 1997 each of
Laurie S. Silvers and Mitchell Rubenstein elected to waive a portion of their
base salary.
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 estate 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. Each
employment agreement also prohibits the named executive officer 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
named executive officer'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
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. Mitchell
Rubenstein and Laurie S. Silvers agreed that the acquisition by CBS Corporation
of a 30% equity interest in Hollywood Media did not constitute a change of
control under the employment agreements.
89
Effective May 31, 1999, Hollywood Media entered into a four-year
employment agreement with W. Robert Shearer, Hollywood Media's Senior Vice
President and General Counsel. The agreement provides for an annual base salary
currently set at $160,000, increasing by 10% each year, and a minimum annual
bonus of $25,000. The agreement also provides for the issuance of 75,000 options
to purchase common stock of Hollywood Media upon the effective date of the
agreement and the issuance of at least 50,000 options to purchase common stock
of Hollywood Media on each one-year anniversary of the effective date. If the
executive's employment is terminated without cause at any time during the term,
Hollywood Media is required to pay to the executive an amount equal to the
greater of (a) the aggregate base salary that the executive would have received
for the remaining term of the agreement and (b) six months of executive's then
current salary. The term "cause" is defined in the agreement as (a) any act or
omission of the executive that constitutes a willful and material breach of the
agreement that is uncured at least 30 days' after notice thereof; (b) fraud,
embezzlement or misappropriation against Hollywood Media; or (c) conviction of
any criminal act that is a felony.
Option Grants in Last Fiscal Year. The following table sets forth
certain information with respect to grants of stock options under Hollywood
Media's 1993 Stock Option Plan to each of the named executive officers of
Hollywood Media. In addition, there are shown hypothetical gains or "option
spreads" that could be realized for the respective options, based on arbitrarily
assumed rates of annual compound stock price appreciation of 0 percent, 5
percent, and 10 percent from the date the options were granted over the full
option terms.
OPTION GRANTS IN 2000
Individual Grants
-----------------------------------------------------------------------------------------------------
Percent
Number of Of Total Potential Realizable Value at Assumed
shares Options Exercise Market Annual Rates of Stock Price Appreciation
Underlying Granted to or Price on For Option Terms (1)
Options Employees Base Price Date of Expiration --------------------
Granted In 2000 Per Share Grant Date 0% 5% 10%
-------- -------- --------- ------ ------ ----- ----- -----
W. Robert Shearer
Incentive Stock Options 50,000 6.49% $9.25 $9.25 06/02/10 $0 $205,644 $652,070
Nicholas G. Hall
Incentive Stock Options 25,000 3.25% $7.813 $7.813 08/24/05 $0 $ 66,429 $150,705
(1) These amounts represent certain assumed rates of appreciation only. There
can be no assurances that the amounts reflected will be achieved.
90
Stock Option Exercises During 2000 and Stock Options Held at End of
2000. The following table indicates the total number of shares acquired on
exercise of stock options during 2000 and the value realized therefrom, as well
as the total number and value of exercisable and unexercisable stock options
held by each executive officer as of December 31, 2000:
Number of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Options at Fiscal Year End at Fiscal Year End
Acquired Value ---------------------------- -----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Mitchell Rubenstein -- $ -- 447,500 187,500 -- --
Laurie S. Silvers -- $ -- 447,500 187,500 -- --
W. Robert Shearer -- $ -- 34,375 103,125 -- --
Nicholas G. Hall -- $ -- -- 25,000 -- --
Stock Option Plans.
The 1993 Plan. Under the 1993 Plan, 3,000,000 shares of 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 at least 12.5% of Hollywood Media's outstanding
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 and employees, including officers of Hollywood Media.
The 1993 Plan provides for the granting of both "incentive stock
options" (as defined in Section 422 of the Code) 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 more than 10 years from the date of grant.
Options granted under the 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 optionees to enable them to exercise their options. Such
loans must provide for recourse to the optionee, be interest-bearing and be
secured by the shares of common stock purchased.
As of March 15, 2001, options to purchase 2,619,566 shares of common
stock were outstanding under the 1993 Plan and options to purchase 213,023
shares of common stock issued under the 1993 Plan had been exercised.
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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 interests 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 (which number is 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 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 a
benefit must enter into a benefit agreement with Hollywood Media that contains
the appropriate terms and conditions as determined by the Stock Option
Committee.
As of March 15, 2001, options to purchase 550,000 shares of common
stock were outstanding under the 2000 Plan and no options issued under the 2000
Plan had been exercised.
401(k) Plan. Hollywood Media established a 401(k) Plan effective
January 1, 2001. All employees of Hollywood Media, meeting certain minimum
eligibility requirements, are eligible to participate in the 401(k) Plan. The
401(k) Plan provides that each participant may contribute up to 15% of his or
her pre-tax gross compensation (but not greater than a statutorily prescribed
annual limit). The percentage elected by certain highly compensated participants
92
may be required to be lower. The 401(k) Plan permits, but does not require,
additional contributions to the 401(k) Plan by Hollywood Media. All amounts
contributed by employee participants in conformance with Plan requirements and
earnings on such contributions are fully vested at all times. The Board of
Directors will determine on an annual basis whether a matching contribution will
be made and, if so, at what level of contribution.
Long-Term Incentive and Pension Plans. Hollywood Media does not have
any other long-term incentive or pension plans.
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 in person, 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 to issue 69,172 shares of common stock have been issued 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. As of March 15, 2000,
options to purchase shares of common stock have been issued to Hollywood Media's
current directors under the Directors Plan as follows:
Number of
Shares Subject Exercise Expiration
Name of Director to Options Price Grant Date Date
-------------------------- -------------- ------------ ------------ ----------
Harry T. Hoffman 3,125 $8.00 11/1/93 11/1/03
4,762 $5.25 8/23/96 8/23/01
4,107 $5.13 3/2/98 3/2/03
5,719 $5.0625 7/2/98 7/2/03
4,819 $5.188 12/15/00 12/15/10
Jules L. Plangere, Jr.
4,107 $5.13 3/2/98 3/2/03
5,719 $5.0625 7/2/98 7/2/03
4,819 $5.188 12/15/00 12/15/10
Deborah J. Simon
4,166 $6.00 11/8/95 11/8/05
4,762 $5.25 8/23/96 8/23/01
4,107 $5.13 3/2/98 3/2/03
5,719 $5.0625 7/2/98 7/2/03
4,819 $5.188 12/15/00 12/15/10
David D. Williams
3,603 $6.938 9/21/00 9/21/10
4,819 $5.188 12/15/00 12/15/10
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See "Certain Relationships and Related Transactions -- Consulting
Agreement with Dr. Martin H. Greenberg" for a description of the consulting
agreement between Hollywood Media and Dr. Greenberg.
Compensation Committee Interlocks and Insider Participation. All
compensation decisions during 2000 were made by the Compensation Committee,
which consisted of Mitchell Rubenstein and Harry T. Hoffman, an independent
director. Harry T. Hoffman, Russell I. Pillar and Mitchell Rubenstein are the
current members of Hollywood Media's Compensation Committee. Mr. Rubenstein is
Hollywood Media's Chairman and Chief Executive Officer. Mr. Rubenstein does not
participate in discussions or decisions regarding his own compensation or
performance appraisals.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth certain information regarding the
beneficial ownership of the common stock of Hollywood Media as of March 26, 2001
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 four of Hollywood Media's other most highly
compensated executive officers whose total annualized salary and bonus in 2000
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. Hollywood
Media is not aware of any beneficial owner of more than five percent of the
outstanding shares of common stock of Hollywood Media other than as set forth in
the following table.
Name and Address Number of Shares
of Beneficial Owner(1) Beneficially Owned Percent of Class
---------------------------------- ----------------------- ------------------
Viacom Inc. (2) 7,950,923 31.7%
Tribune Company 2,452,623 9.8%
Mitchell Rubenstein(3) 2,268,853 8.8%
Laurie S. Silvers(3) 2,268,853 8.8%
Dr. Martin H. Greenberg(4) 367,500 1.5%
Jules L. Plangere, Jr.(5) 112,743 *
Deborah J. Simon (6) 41,886 *
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Harry T. Hoffman(7) 24,132 *
Russell I. Pillar -- *
Mitchell Semel -- *
David D. Williams(8) 8,422 *
W. Robert Shearer(9) 39,013 *
Nicholas G. Hall(10) 5,609 *
All directors and executive officers 2,869,158 11.0%
of Hollywood Media as a group (11
persons) (11)
----------------
* Less than 1%
(1) Except as noted in this footnote, the address of each beneficial owner is
in care of Hollywood Media, 2255 Glades Road, Suite 237 West, Boca Raton,
Florida 33431. The business address of Viacom Inc. is 1515 Broadway, 52nd
Floor, New York, NY 10036-5794 and the business address of The Tribune
Company is 435 N. Michigan Ave., 6th floor, Chicago, Illinois 60611.
(2) Includes 100,000 shares of common stock issuable under a currently
exercisable warrant.
(3) Except for 100,000 shares owned individually by each of Mr. Rubenstein
and Ms. Silvers, all of such shares are held by Mr. Rubenstein and Ms.
Silvers jointly as tenants by the entireties. Includes an aggregate of
895,000 shares of common stock issuable pursuant to stock options granted
to, and 15,000 shares of common stock issuable pursuant to warrants
purchased by, Mr. Rubenstein and Ms. Silvers that are currently
exercisable.
(4) Includes 91,667 shares of common stock owned by Dr. Greenberg's spouse,
47,052 shares of common stock issuable pursuant to currently exercisable
stock options, and 15,221 shares of common stock issuable under currently
exercisable warrants.
(5) Includes 14,645 shares of common stock issuable pursuant to options that
are currently exercisable and 28,334 shares of common stock issuable
under currently exercisable warrants.
(6) Includes 23,573 shares of common stock issuable pursuant to options that
are currently exercisable.
(7) Includes 22,532 shares of common stock issuable pursuant to options that
are currently exercisable and 400 shares of common stock issuable under a
currently exercisable warrant.
(8) Includes 8,422 shares of common stock issuable pursuant to options that
are currently exercisable.
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(9) Includes 34,375 shares of common stock issuable pursuant to options that
are currently exercisable
(10) Represents 5,609 shares of common stock issuable pursuant to options
granted to Mr. Hall's spouse that are currently exercisable.
(11) Includes 1,052,208 shares of common stock issuable pursuant to options
that are currently exercisable and 58,955 shares of common stock issuable
under currently exercisable warrants.
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
Transaction with Viacom Inc.
We entered into a strategic, seven-year relationship with Viacom Inc.
in January 2000 that provides for extensive promotion of the Hollywood.com and
Broadway.com web site. In connection with Hollywood Media's strategic
relationship, Viacom Inc. purchased 6,672,031 shares of Hollywood Media's common
stock, representing approximately 30% of Hollywood Media's outstanding common
stock, in exchange for $5,303,030 in cash and $100,000,000 of advertising,
promotion, content and advertising sales support over a seven-year term pursuant
to an Advertising and Promotion Agreement and a Content Agreement. We also
issued to Viacom a Warrant to purchase an additional 1,178,892 shares of
Hollywood Media's Common Stock for an aggregate exercise price of $10,937,002.
Viacom exercised the warrant in full during March 2000. Half of the warrant
exercise price was paid in cash and half is payable in additional advertising
and promotion under the Advertising and Promotion Agreement and will be
furnished to us during the 24-month period following the exercise of the
Warrant. We also entered into an Investor's Rights Agreement, a Registration
Rights Agreement and a Voting Agreement with Viacom, which contain, among other
things, transfer restrictions, standstill provisions, pre-emptive rights,
registration rights and voting rights.
Advertising and Promotion Agreement. Viacom has agreed to provide us an
aggregate of $70 million in advertising and promotion of the Hollywood.com and
Broadway.com web site over a seven-year term. In addition, we have 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 for a total of up to $100 million in advertising and promotion. Viacom
Inc. conducts the advertising and promotion across its full range of CBS media
properties, including the CBS television network, CBS owned and operated
television stations, CBS cable networks, Infinity Broadcasting Corporation's
radio stations and outdoor billboards, CBS Internet sites and CBS syndicated
television programs. The advertising and promotion is provided pursuant to media
plans jointly developed each year by Viacom and us, which will provide
broad-based exposure for the Hollywood.com web site, including prominent
placements in conjunction with appropriate entertainment-related events and
programming. The value of all advertising and promotion furnished by Viacom to
us will be based on the average unit price paid to Viacom by third parties for
the particular media on which the advertising and promotion occurs.
Viacom has the right to terminate its obligation to deliver advertising
and promotion under the Advertising and Promotion Agreement under a number of
circumstances, including, among others, if the Hollywood.com web site contains,
or links to, content that violates specified CBS license guidelines and we fail
to remove such content or links, we violate the terms of Hollywood Media's other
96
agreements with Viacom or if certain defined competitors of Viacom acquire a
significant equity stake in Hollywood Media.
Content License Agreement. Viacom has agreed to provide us an aggregate
of $30 million in value over a seven-year term to be allocated in Hollywood
Media's discretion to the license of content, advertising sales or advertising
and promotion. We will receive $4.3 million in value during each of the first
six years of the term and $4.2 million in value during the last year of the
term.
License of Content. Viacom granted to us a license to use, distribute
and otherwise make available on the Hollywood.com web site certain text,
graphics, photographs, video, audio and other information owned by Viacom and
related to the movie business or any particular motion picture. In addition,
subject to compliance by us with certain obligations, Viacom has the right to
archive the content on the Hollywood.com web site after expiration of the term
of the Content License Agreement.
Advertising Sales. We have the right to require Viacom to sell
advertisements on the Hollywood.com web site totaling gross advertising revenues
of up to $1.5 million per year and Viacom has agreed to include the
Hollywood.com web site in all advertising sales programs and presentations that
are appropriate for the sale of advertising on the web site. We have agreed to
pay to Viacom a commission of 8% of gross advertising revenues generated by
advertising sold by Viacom on the Hollywood.com web site in excess of the
portion of the $1.5 million guaranteed amount selected by us each year.
Advertising and Promotion. We have the right to allocate all or any
portion of the $30 million in value to additional advertising and promotion of
the Hollywood.com and Broadway.com web site to be furnished by Viacom under the
Advertising and Promotion Agreement.
Viacom Inc. has the right to terminate its obligations under the
Content Agreement upon the occurrence of any of the events that permit it to
terminate its obligations under the Advertising and Promotion Agreement.
Investor's Rights Agreement. The Investor's Rights Agreement between
Hollywood Media and Viacom Inc. sets forth 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 is bound, and
preemptive rights of Viacom with respect to certain issuances of common stock
and other securities by Hollywood Media.
Registration Rights. Viacom has the right to initiate up to four
registrations under the Securities Act of 1933 of the common stock that it
acquired from Hollywood Media. The Investor's Rights Agreement contains various
restrictions on the timing of such registrations. In addition, Viacom has
"piggyback" registration rights allowing it to include the shares of common
stock that it acquires from Hollywood Media in registrations of Hollywood
Media's common stock initiated by Hollywood Media or other shareholders.
Hollywood Media will pay all expenses associated with any such registrations
other than underwriters' fees or commissions relating to the sale of the common
stock.
97
Transfer Restrictions; Right of First Refusal. Viacom is not permitted
to transfer any shares of Hollywood Media's common stock prior to January 3,
2001, except to certain affiliates of Viacom. If Viacom proposes to transfer any
shares of common stock during the six year period following the first year,
other than to certain affiliates or in a bona fide public distribution pursuant
to an effective registration statement, Hollywood Media has the right to
purchase the shares on the same terms on which Viacom proposes to transfer them
to a third party. Hollywood Media's right of first refusal will terminate (a) at
such time as Mitchell Rubenstein, Hollywood Media's Chairman of the Board and
Chief Executive Officer, and Laurie S. Silvers, Hollywood Media's Vice Chairman
of the Board and President, have sold more than 60% of the common stock owned by
them as of the closing of the transaction or (b) at any time after the second
anniversary of the closing if Viacom owns less than 15% of Hollywood Media's
outstanding common stock (other than as a result of transfers by Viacom of at
least half of the common stock acquired by it from Hollywood Media).
Standstill Provisions. For a period of seven years ending in January
2007, Viacom agrees that, except as contemplated by the Investor's Rights
Agreement, it will not, directly or indirectly, do any of the following:
(1) acquire or propose to acquire any securities of Hollywood
Media if, after giving effect thereto, Viacom and its
affiliates beneficially own in excess of 34.8% of Hollywood
Media's outstanding common stock;
(2) solicit proxies or become a participant in a solicitation of
proxies or consents with respect to any securities of
Hollywood Media or initiate or encourage the submission of any
stockholder proposal or election contest with respect to
Hollywood Media;
(3) take any action for the purpose of convening a meeting of the
shareholders of Hollywood Media or initiate any process to
solicit or obtain consents of shareholders in lieu of a
meeting;
(4) except as may be required by applicable law, make any public
announcement or disclosure in respect in respect of any plan,
contract or arrangement relating to the acquisition of capital
stock of Hollywood Media or a merger, sale of assets or other
extraordinary corporate transaction relating to Hollywood
Media;
(5) deposit capital stock of Hollywood Media into a voting trust
or subject capital stock of Hollywood Media to voting
agreements, or grant a proxy or power-of-attorney with respect
to any capital stock of Hollywood Media to any person not
designated by Hollywood Media who is not an officer, director
or employee of Viacom or its affiliates;
(6) form or in any participate in a group for the purpose of
acquiring, holding, voting or disposing of securities of
Hollywood Media; or
(7) disclose publicly any intention or arrangement inconsistent
with the foregoing or enter into any discussions or
understandings with any third party with a view to encouraging
any action prohibited with the foregoing.
If Hollywood Media's Board of Directors approves or recommends to its
shareholders for approval any transaction in which a party (other than Company's
existing large shareholders) would acquire at least 50% of Hollywood Media's
outstanding common stock, then the restrictions described above would not apply
98
during the pendency of the transaction and would cease upon the consummation of
the transaction.
Preemptive Rights. During the seven-year period ending on January 3,
2007, Viacom has a preemptive right to purchase a pro rata portion of shares of
common stock or securities convertible into common stock issued by Hollywood
Media. The number of shares that Viacom is entitled to purchase is equal to the
total shares to be issued by Hollywood Media multiplied by a percentage
determined by dividing the number shares of Hollywood Media common stock then
owned by Viacom by the total shares of common stock outstanding. If Viacom
elects to exercise this right, it will purchase the shares for cash and
otherwise on the same terms as Hollywood Media has agreed to issue the shares.
This preemptive right does not apply to certain issuances of shares by Hollywood
Media, including issuances in connection with any merger, acquisition or similar
transaction by or involving Hollywood Media or issuances to directors, officers,
employees, contractors, advisors or consultants of Hollywood Media in the
ordinary course of business.
Voting Agreement. The Voting Agreement among Hollywood Media, Viacom
and certain shareholders of Hollywood Media contains 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 has 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 Promotion Agreement and the Content
Agreement remain in effect, Viacom shall have 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 is a party to the Voting Agreement
agrees to vote all shares beneficially owned by them in favor of the Viacom
designees. Each of Tribune Company, Mitchell Rubenstein, Laurie S. Silvers,
Martin H. Greenberg and Rosalind Greenberg are parties to the Voting Agreement.
As of March 26, 2000, those shareholders beneficially owned approximately 20.9%
of Hollywood Media's outstanding common stock. Viacom's current nominees to the
Board of Directors are Mitchell Semel and Russell I. Pillar.
In all elections for members of the Board of Directors, Viacom agrees
to vote all shares of common stock owned by it, or over which it has voting
control, in favor of (1) each individual nominated for election to the Board by
Hollywood Media, and (2) each individual nominated for election to the Board by
Tribune Company pursuant to the Shareholder Agreement between Hollywood Media
and Tribune Company.
Viacom's right to nominate directors for election to the Board will
terminate upon the acquisition by Viacom of an equity interest in excess of 15%
in any entity who owns, operates or controls a web site that is a competitor of
the Hollywood.com web site. The Voting Agreement contains a description of the
type of web site that will constitute a competitor of the Hollywood.com web
site.
Transactions with Tribune Company
In May 1999 Hollywood Media completed the acquisition of hollywood.com,
Inc. (formerly known as Hollywood Online Inc.) from Tribune Company. Hollywood
Media paid the purchase price for the acquisition by issuing to Tribune Company
2,300,075 shares of common stock and an unsecured promissory note for
99
$1,928,138. The promissory note was repaid in full by the issuance of 152,548
shares of common stock to Tribune Company.
Hollywood Media and Tribune Company entered into the following
additional agreements in connection with Hollywood Media's acquisition of
hollywood.com, Inc.
Shareholder Agreement. Hollywood Media and Tribune Company entered into
a Shareholder Agreement containing various rights and obligations associated
with Tribune Company's ownership of the common stock. Pursuant to the
Shareholder Agreement, Tribune Company agreed to certain standstill provisions,
including that it will not acquire any additional equity securities of Hollywood
Media or solicit proxies or consents with respect to the securities of Hollywood
Media or initiate any shareholder proposal. In addition, Tribune Company agreed
that it will not transfer any common stock to any competitor of Hollywood Media,
or to any transferee or group of related transferees of Hollywood Media that
would, after such transfer, hold more than 2.5% of the voting securities of
Hollywood Media.
Tribune Company also agreed pursuant to the Shareholder Agreement that
for a period of three years after the closing of the acquisition it will vote
all shares of common stock owned by it in favor of the nominees for election to
Hollywood Media's Board of Directors recommended to Hollywood Media's
shareholders by the Board of Directors. In addition, with respect to all other
matters submitted to a vote of the shareholders of Hollywood Media (other than
certain transactions that would dilute its ownership of Company common stock or
result in a change of control of Hollywood Media), Tribune Company agrees that
for a period of three years it will vote all shares of Company common stock
owned by it in the same proportion as all other shareholders of Hollywood Media
vote on any such matter.
Tribune Company will be entitled to designate one person as a nominee
for election to Hollywood Media's Board of Directors as long as it beneficially
owns at least 5% of the voting securities of Hollywood Media. If Hollywood Media
increases the size of its Board of Directors from nine to ten members, Tribune
Company will be entitled to designate one additional person as a nominee for
election to Hollywood Media's Board of Directors. If Hollywood Media increases
the size of its Board of Directors to a number greater than ten, Tribune Company
shall be entitled to designate a number of nominees proportionate to its
percentage ownership of Company common stock. Tribune Company's current nominee
to the Board of Directors is David D. Williams.
The standstill provisions of the Shareholder Agreement terminate upon
the earlier to occur of January 10, 2004 and the date of a change of control (as
defined) of Hollywood Media. The other provisions of the Shareholder Agreement
terminate on the earliest of these dates and the date on which Tribune Company
beneficially owns less than 5% of the voting securities of Hollywood Media.
Registration Rights Agreement. Hollywood Media and Tribune Company
entered into a Registration Rights Agreement upon the closing of the
acquisition, which provides Tribune Company with the right to require Hollywood
Media to register the common stock acquired by Tribune Company in the
acquisition under the Securities Act under certain conditions. Tribune Company
and its permitted transferees have the right on four separate occasions to
require Hollywood Media to effect a registration under the Securities Act of at
least 20% of the common stock acquired by Tribune Company in the acquisition to
be sold in a firm commitment underwritten public offering for cash. In addition,
at any time when Hollywood Media proposes to register shares of common stock
under the Securities Act, it will give notice to Tribune Company and its
permitted transferees of its intention to do so and of the material terms of the
100
proposed registration. Hollywood Media will use its best efforts to include in
the proposed registration all shares of common stock that it is requested in
writing by Tribune Company or its permitted transferees to register. The
permitted transferees of Tribune Company that are entitled to the benefits of
the Registration Rights Agreement include only wholly owned subsidiaries of
Tribune Company and certain charitable organizations affiliated with Tribune
Company.
Non-Competition Agreement. Hollywood Media and Tribune Company also
entered into a Non-Competition Agreement upon the closing of the acquisition.
Tribune Company agrees in the Non-Competition Agreement that for a period of
three years after the closing, it will not engage or participate in any business
or venture that operates as its primary focus a national or
international-targeted web site dedicated to providing movie-going consumers
with movie-related information or offering for sale movie-themed merchandise or
tickets for movies (a "Competing Business"). In addition, Tribune Company agrees
that for a period of three years after the closing, it will not own, manage,
operate, promote, control, or be connected with as a stockholder (other than on
a passive basis with less than 5% of the equity of a publicly-traded company or
less than 10% of the equity of a privately-owned company), joint venturer or
partner in, any Competing Business. Notwithstanding the foregoing, certain
business ventures and activities of Tribune Company shall not be considered a
Competing Business, including, among others, the operation of the current web
site operated by newspapers owned by Tribune Company to the extent the web site
provide primarily local and regional movie information and movie-themed
merchandise and the licensing and syndication of movie information by the L.A.
Times Syndicate to third parties, which information is posted to such parties'
web site.
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 invested $2,000,000 in shares of Hollywood Media's Series A Preferred
Stock and Series B Preferred Stock and $1,000,000 in shares of Hollywood Media's
common stock.
Under the original Simon Stock Purchase Agreement, the Series A
Preferred Stock and the Series B Preferred Stock were convertible at the option
of the holder, at any time prior to November 28, 1997, into shares of common
stock on a one-for-one basis.
In May 1999 Hollywood Media agreed to extend the conversion option and
allow Tekno Simon to convert the Series A and Series B Preferred Stock into
common stock. In exchange, Tekno Simon agreed to waive certain accrued dividends
payable on the Series A and Series B Preferred 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 the Simon 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.
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Investment by Hollywood Media's Directors
In September 2000, Hollywood Media entered into definitive agreements
to issue a total of 733,696 shares of Hollywood Media's common stock to
investors for an aggregate purchase price of $4,250,000 in cash. The transaction
which closed in November 2000, was structured as a private placement to
accredited investors and Hollywood Media agreed to register the shares for
resale by the investors. As part of the private placement, Mitchell Rubenstein,
the Chairman and Chief Executive Officer of Hollywood Media, purchased 125,001
shares of Hollywood Media's common stock at a purchase price of $6.00 per share.
In May 1999, Hollywood Media issued 569,820 shares of common stock in a
private placement at a purchase price of $21.25 per share. In addition,
Hollywood Media issued to the same investors warrants to purchase an aggregate
of 189,947 shares of common stock at an exercise price of $21.25 per share. Five
members of Hollywood Media's then current Board of Directors participated in the
private placement and purchased an aggregate of 35,700 shares of common stock
and received warrants to purchase an aggregate of 11,902 shares of common stock
on the same terms as the other investors in the private placement.
In July 1998, six members of Hollywood Media's then current Board of
Directors (including Mitchell Rubenstein, Hollywood Media's Chairman of the
Board and Chief Executive Officer, Laurie S. Silvers, Hollywood Media's Vice
Chairman and President, and Martin H. Greenberg, the Chief Executive Officer of
Tekno Books, Hollywood Media's 51%-owned subsidiary) purchased an aggregate of
187,442 shares of Hollywood Media's common stock for $5.00 per share, the then
market price of the stock. In conjunction with the private placement of these
shares, the investors received five-year warrants to purchase an aggregate of
93,721 shares of Hollywood Media's common stock at $5.00 per share.
Consulting Agreement with Dr. Martin H. Greenberg
In 1993 Hollywood Media entered into a consulting agreement with Dr.
Martin H. Greenberg pursuant to which Dr. Greenberg 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 characters, 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 the 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).
102
Mr. Greenberg received the stock options and receives the consulting fees in
lieu of a base salary. Mr. Greenberg does not receive a salary for serving as
the Chief Executive Officer of Tekno Books.
Line of Credit
During the first quarter of 1999, Mitchell Rubenstein, Hollywood
Media's Chairman of the Board and Chief Executive Officer, and Laurie S.
Silvers, Hollywood Media's Vice Chairman and President, agreed to increase their
previously extended $1.1 million unsecured line of credit facility to Hollywood
Media to $5.5 million to enable Hollywood Media to meet its working capital
requirements for the balance of 1999. The interest rate on the line of credit
was set at the JP Morgan Bank prime rate of interest. This commitment terminated
in accordance with its terms during the second quarter of 1999 as a result of
Hollywood Media raising in excess of $5.5 million from other sources for working
capital purposes. In addition, during the second quarter of 2000, Mitchell
Rubenstein and Laurie S. Silvers, advanced a $2,050,000 unsecured line of credit
facility to Hollywood Media. Hollywood Media drew upon this line of credit in
the second quarter of 2000 to enable Hollywood Media to meet its obligation to
lend to a former shareholder of CinemaSource funds to pay a portion of the
shareholder's taxes resulting from the sale of CinemaSource to Hollywood Media,
and again in the third quarter of 2000. The loans were repaid in full and there
are no borrowings by Hollywood Media under the line of credit as of March 26,
2001.
103
Item 14. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
Incorporated by
Exhibit Description Reference From
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3.1 Third Amended and Restated Articles of Incorporation *
3.2 Articles of Amendment to Articles of Incorporation
of Hollywood Media for Designation of Preferences,
Rights and Limitations of 7% Series D Convertible
Preferred Stock (1)
3.3 Articles of Amendment to Articles of Incorporation
of Hollywood Media for Designation of Preferences,
Rights and Limitations of 7% Series D-2 Convertible
Preferred Stock (2)
3.4 Articles of Amendment to Articles of Incorporation
of Hollywood Media amending Designation of
Preferences, Rights and Limitations of Series A
Variable Rate Convertible Preferred Stock (3)
3.5 Articles of Amendment to Articles of Incorporation
of Hollywood Media amending Designation of
Preferences, Rights and Limitations of Series B
Variable Rate Convertible Preferred Stock (3)
3.6 Bylaws (4)
4.1 Form of Common Stock Certificate (4)
4.2 Rights Agreement dated as of August 23, 1996
between Hollywood Media and American Stock Transfer
& Trust Company, as Rights Agent (5)
10.1 Executive Compensation Plans and Arrangements
(a) Employment Agreement between Hollywood Media
and Mitchell Rubenstein (11)
(b) Extension and Amendment Agreement between
Hollywood Media and Mitchell Rubenstein entered
into as of July 1, 1998 (12)
(c) Employment Agreement between Hollywood Media
and Laurie S. Silvers (11)
(d) Extension and Amendment Agreement between
Hollywood Media and Laurie Silvers entered into as
of July 1, 1998 (12)
(e) 1993 Stock Option Plan, as amended effective
October 1, 1999 (14)
104
(f) Directors Stock Option Plan, as amended
effective July 2, 1998 (12)
(g) Form of Indemnification Agreement between
Hollywood Media and each of its Directors and
Officers (11)
(h) 2000 Stock Incentive Plan *
(i) 401(k) Plan *
10.2 Securities Purchase Agreement, dated July 28, 1999,
between Hollywood Media and AOL Latin America, S.L. (6)
10.3 Warrant dated July 28, 1999 by Hollywood Media
issued in the name of AOL Latin America, S.L. for
100,000 shares of common stock (6)
10.4 Stock Purchase Agreement, dates as of August 26,
1999, between Hollywood Media and Viacom, Inc; (as
successor to CBS Corporation) (7)
10.5 Asset Purchase Agreement, dated as of August 30,
199, by and among Hollywood Media, Baseline II,
Inc. Paul Kagan Associates, Inc., Cinema
Enterprises Group LLC and Paul Kagan (8)
10.6 Non-Competition Agreement, dated as of August 30,
1999, by and among Hollywood Media, Baseline II,
Inc. Paul Kagan Associates, Inc., Cinema
Enterprises Group LLC and Paul Kagan (8)
10.7 Warrant dated August 31, 1999, by Hollywood Media
issued in the name of Baseline II, Inc. for 49,262
shares of Common Stock (with similar Warrants to
purchase 3,284 and 2,189 shares of Common Stock
issued in the name of Paul Kagan associates, Inc.
and Paul Kagan, respectively) (8)
10.8 Employment Agreement, dated as of May 18, 1999,
between Showtimes.com, Inc. and Brett West (3)
10.9 Non-Competition Agreement, dated as May 18, 1999,
by and among Hollywood Media, CinemaSource, Inc.,
Brett West and Pamela West (3)
10.10 Unsecured Promissory Note, dated May 20, 1999, in
favor of The Times Mirror Company (3)
10.11 Registration Rights Agreement, dated as of May 20,
1999, between Hollywood Media and The Times Mirror
Company (9)
10.12 Non-Competition Agreement, dated as of May 20,
1999, between Hollywood Media and The Times Mirror
Company (9)
105
10.13 Employment Agreement, dated as of May 31, 1999,
between Hollywood Media and W. Robert Shearer (3)
10.14 Form of Subscription Agreement between Hollywood
Media and each of the investors in Hollywood
Media's private placement of an aggregate of
569,820 shares of Common Stock (3)
10.15 Modification Agreement dated March 28, 1999 between
Hollywood Media and BankBoston Retail Finance Inc. (10)
10.16 econd Modification Agreement dated March 26, 1999
between Tekno Comix, Inc. and BankBoston Retail
Finance Inc. (10)
10.17 Agreement and Plan of Merger dated as of January
10, 1999, by and among The Times Mirror Company,
Hollywood Online Inc., Hollywood Media and Big
Acquisition Corp. (9)
10.18 Asset Purchase Agreement dated March 29, 1999 by
and among Hollywood Media, CinemaSource, Inc.,
Brett West and Pamela West (13)
10.19 Common Stock Investment Agreement dated as of
August 22, 2000 among Hollywood Media, Elliott
Associates L.P. and Westgate International, L.P. (15)
10.20 Registration Rights Agreement dated August 22, 2000
among Hollywood Media, Elliott Associates, L.P. and
Westgate International, L.P. (15)
10.21 Common Stock Adjustment Warrant dated August 22,
2000 between Hollywood Media and Elliott
Associates, L.P. (15)
10.22 Common Stock Adjustment Warrant dated August 22,
2000 between Hollywood Media and Westgate
International, L.P. (15)
10.23 Common Stock Purchase Warrant dated August 22, 2000
between Hollywood Media and Elliott Associates,
L.P. (15)
10.24 Common Stock Purchase Warrant dated August 22, 2000
between Hollywood Media and Westgate International,
L.P. (15)
10.25 Purchase Agreement effective as of September 29,
2000 among Hollywood.com, Inc. and the Purchasers
named therein. (16)
10.26 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
Theater Acquisition Corp. (17)
106
21.1 Subsidiaries of Hollywood Media *
23.1 Consent of Arthur Andersen LLP *
------------------
* Filed as an exhibit to this Form 10-K.
(1) Incorporated by reference from the exhibit filed with Hollywood Media's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998.
(2) Incorporated by reference from the exhibit filed with
Hollywood Media's Registration Statement on Form S-3
(No. 333-68209).
(3) Incorporated by reference from exhibits filed with Hollywood Media's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999.
(4) Incorporated by reference from the exhibit filed with Hollywood Media's
Registration Statement on Form SB-2 (No. 33-69294).
(5) Incorporated by reference from exhibit 1 to Hollywood
Media's Current Report on Form 8-K filed on October 20,
1999.
(6) Incorporated by reference from the exhibits filed with Hollywood
Media's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1999.
(7) Incorporated by reference from exhibit 1 to Hollywood
Media's Current Report on Form 8-K filed on September
28, 1999.
(8) Incorporated by reference from exhibits 1, 2 and 3 to
Hollywood Media's Current Report on Form 8-K filed on
September 15, 1999.
(9) Incorporated by reference from exhibit 2 to Hollywood
Media's Current Report on Form 8-K filed on January 20,
1999.
(10) Incorporated by reference from exhibits filed with Hollywood Media's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999.
(11) Incorporated by reference from the exhibit filed with
Hollywood Media's Registration Statement on Form SB-2
(No. 33-69294).
(12) Incorporated by reference from the exhibit filed with Hollywood Media's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998.
(13) Incorporated by reference from the exhibit filed with Hollywood Media's
Annual Report on Form 10-K for the year ended December 31, 1998.
(14) Incorporated by reference from the exhibit filed with Hollywood Media's
Annual Report on Form 10-K for the year ended December 31, 1999.
(15) Incorporated by reference from the exhibits to
Hollywood Media's Current Report on Form 8-K filed on
August 29,2000.
(16) Incorporated by reference from the exhibits to
Hollywood Media's Current Report on Form 8-K filed on
October 5, 2000.
(17) Incorporated by reference from the exhibits to Hollywood Media's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(b) Reports on Form 8-K:
Hollywood Media filed a Current Report on Form 8-K on October
5, 2000 disclosing that as of September 29, 2000, Hollywood Media entered into
definitive agreements to issue a total of 733,696 shares of Hollywood Media's
common stock, $0.01 par value, to investors for an aggregate purchase price of
$4,250,000 in cash.
107
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HOLLYWOOD MEDIA CORP.
Date: November 2, 2001 By: /s/ Mitchell Rubenstein
----------------------------
Mitchell Rubenstein,
Chairman of the Board and
Chief Executive Officer
108
EXHIBIT INDEX
EXHIBIT DESCRIPTION
3.1 Third Amended and Restated Articles of Incorporation
10.1(h) 2000 Stock Incentive Plan
10.1(i) 401(k) Plan
21.1 Subsidiaries of Hollywood Media
23.1 Consent of Arthur Andersen LLP