Hollywood Media Corp. Reports Operating Results (10-Q)

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May 17, 2010
Hollywood Media Corp. (HOLL, Financial) filed Quarterly Report for the period ended 2010-03-31.

Hollywood Media Corp. has a market cap of $36.48 million; its shares were traded at around $1.17 with and P/S ratio of 0.35. HOLL is in the portfolios of Jim Simons of Renaissance Technologies LLC, Jim Simons of Renaissance Technologies LLC.

Highlight of Business Operations:

If the Broadway Sale is completed pursuant to the Purchase Agreement, (i) Hollywood Media will receive $20 million in cash (subject to customary adjustments described in the Purchase Agreement), (ii) Key Brand will issue Hollywood Media a five year second lien secured promissory note in the initial principal amount of $8.5 million at an interest rate of 12% per annum (the “Promissory Note”), (iii) Theatre Direct will issue Hollywood Media a warrant to purchase 5% of the outstanding shares of common stock of Theatre Direct as of the closing date on a fully diluted basis at an exercise price of $.01 per share (the “Warrant”), (iv) Hollywood Media will receive an earn-out from Key Brand of up to $14 million contingent upon reaching certain revenue targets, and (v) Key Brand will assume $1.6 million of liabilities associated with employment agreements with certain employees of Theatre Direct.

On August 21, 2008, Hollywood Media entered into and simultaneously closed on a definitive purchase agreement with R&S Investments, LLC, pursuant to which R&S Investments acquired the Hollywood.com Business for a potential purchase price of $10.0 million, which includes $1.0 million in cash that was paid to Hollywood Media at closing and potential earn-out payments of up to $9.0 million. As of March 31, 2010, $0.9 million in earn-out payments were paid to Hollywood Media and therefore, there remains $8.1 million in potential earn-out payments. The Hollywood.com Business included the Hollywood.com website and related URLs and celebrity fan websites and Hollywood.com Television, a free video on demand service that was distributed pursuant to annual affiliation agreements with certain cable operators. R&S Investments is owned by Mitchell Rubenstein, Hollywood Media s Chief Executive Officer and Chairperson of the Board, and Laurie S. Silvers, Hollywood Media s President and Vice-Chairperson of the Board. The purchase price was determined by an arms-length negotiation between a Special Committee of independent and disinterested directors of Hollywood Media on the one hand and R&S Investments on the other hand.

Commencing October 1, 2009, R&S Investments is contractually obligated to make periodic earn-out payments equal to the greater of (i) 10 percent of collected gross revenue and (ii) 90 percent of EBITDA (as defined in the purchase agreement) for the Hollywood.com Business until the full earn-out is paid. If a change of control of Hollywood.com occurs before the earn-out is fully paid, the remaining portion of the earn-out would be payable immediately upon such a change of control, up to the amount of consideration received by R&S Investments less related expenses. If the consideration in such a change of control is less than the remaining balance of the earn-out, then the surviving entity which owns the Hollywood.com Business will be obligated to pay the difference in accordance with the same earn-out terms. In addition, if the Hollywood.com Business is resold prior to August 21, 2011, Hollywood Media will also receive five percent of any proceeds above $10.0 million. Pursuant to the purchase agreement, Hollywood Media was required to place $2.6 million into an escrow account to fund any negative EBITDA of the Hollywood.com Business through August 21, 2010. There was $2.6 million disbursed to the Hollywood.com Business through September 30, 2009, representing the entire balance of the escrow. As of March 31, 2010, Hollywood Media recorded a $0.2 million related party receivable for earn-out earned and expense reimbursement by R&S Investments. Hollywood Media has received the earn-out monies in accordance with the payment terms.

Total net revenues from continuing operations were $23.3 million for Q1-10 as compared to $21.3 million for Q1-09, an increase of $2.0 million, or 9%. The increase in net revenue from Q1-09 to Q1-10 was primarily due to an increase in revenue from our Broadway Ticketing division as discussed below.

Broadway Ticketing net revenues were $22.2 million and $20.2 million for Q1-10 and Q1-09, respectively, an increase of $2.0 million or 10%. The increase in Broadway Ticketing net revenues in Q1-10 from Q1-09 was primarily attributable to the following: (a) an increase in revenue of $2.9 million attributable to (i) an increase in quantity of tickets sold of $2.5 million, (ii) an increase in service fees of $0.3 million and (iii) an increase in orders sold with cancellation insurance of $0.1 million, offset in part by (b) a decrease in revenue of $0.9 million attributable to selling a higher ratio of lower priced tickets due to our maintaining a broader range of ticketing inventory.

Ad Sales division net revenues by our CinemasOnline business were $0.8 million for Q1-10 and for Q1-09. Even though there was no change in the overall net revenues, there was a $0.2 million decrease in the plasma business revenues which was offset by an increase of substantially the same amount in brochure and web advertising revenues.

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