<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

          [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM __________ TO __________.

                             COMMISSION FILE NUMBER
                                     0-22582

                          TBA ENTERTAINMENT CORPORATION
                 (Name of Small Business Issuer in its Charter)

                 DELAWARE                               62-1535897
     (State or other jurisdiction of                 (I.R.S. employer
      incorporation or organization)                identification no.)


         16501 VENTURA BOULEVARD
            ENCINO, CALIFORNIA                             91436
 (Address of principal executive offices)               (Zip Code)

                                 (818) 728-2600
                (Issuer's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].

        Indicate by check mark if disclosure of delinquent filers pursuant 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. [X]

        The aggregate market value of the voting stock held by non-affiliates of
the registrant (based on the closing sale price of such stock as reported on
March 17, 2000 on the Nasdaq National Market of the National Association of
Securities Dealers, Inc.) was approximately $27,452,000.

        As of March 17, 2000, 8,101,800 shares of the registrant's Common Stock
were outstanding.


<PAGE>   2


                      DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of the registrant's definitive Proxy Statement, to be filed
pursuant to Section 14(a) of the Securities Exchange Act of 1934 in connection
with the registrant's 2000 annual meeting of stockholders, have been
incorporated by reference in Part III of this report.

                                     PART I

ITEM 1. BUSINESS.

GENERAL

        TBA Entertainment Corporation ("TBA" or the "Company") is a diversified
communications and entertainment services company providing a broad range of
integrated communications and entertainment services through its four core
business segments. TBA believes it has a strong presence in each of these very
fragmented industries and is building an industry-leading integrated services
company.

        - Corporate Communications & Entertainment - Provides a broad range of
          business communications, meeting production, entertainment and event
          production services to corporate clients worldwide.

        - Entertainment Marketing & Special Events - Creates and executes
          innovative entertainment marketing and special event initiatives
          including music tours, fairs and festivals, television broadcasts and
          special events.

        - Artist Management - Develops and implements career strategies for some
          of the most successful artists in the entertainment industry.

        - Event Merchandising - Creates and executes high-impact merchandising
          programs for entertainment and sporting events, institutional
          organizations and celebrity clients.

        The integration of TBA's four business divisions creates competitive
advantages for the Company. TBA believes that while a variety of competitors
exist with each of the Company's divisions, none offer the complete scope of
entertainment services provided by TBA. This intra-company synergy provides
TBA's clients with an expanded range of comprehensive services while creating
additional sources of revenues and profits for the Company. For example, in
producing corporate meetings and entertainment marketing programs, the Company
creates opportunities to showcase artist management clients and to provide
unique merchandising programs. Providing entertainment marketing programs and
incentive merchandising programs for corporate clients conversely provides
opportunities to cross-sell client decision makers on other corporate
communication and entertainment events.

        The Company's current operating structure is the result of strategic
acquisitions within each of the four business divisions. A brief description of
each of the acquisitions completed since January 1, 1998 is included below in
the detailed description of each of the four business divisions.

        The Company was incorporated in Tennessee in June 1993 and
reincorporated in Delaware in September 1997.

CORPORATE COMMUNICATIONS & ENTERTAINMENT

        The Corporate Communications & Entertainment division is an industry
leader in the production of innovative corporate meetings and events. This
division helps businesses effectively communicate their message via a broad
range of business communications, meeting production, entertainment and event
productions services. TBA utilizes award-winning creative capabilities and
state-of-the-art technology to help corporate clients worldwide deliver targeted
messages that educate, inspire and motivate. The Corporate Communications &
Entertainment division targets clients with recurring needs for business
communications and entertainment services. The Company's client list encompasses
a number of industry sectors including


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telecommunications, information technology, food service, insurance and
financial services. Representative clients include Bell South, Nortel, Motorola,
McDonald's Corporation, Pizza Hut, State Farm Insurance and Forstmann Little.

        The Corporate Communications & Entertainment division specializes in the
creative development, design, production and staging of a wide range of events
including: sales conferences, corporate meetings and events, conventions and
trade shows, product launches, awards shows, shareholder meetings, live network
broadcasts, television commercials, videoconferencing and corporate
anniversaries. TBA believes that it has benefited from the decision by an
increasing number of major corporations to outsource their business
communications and entertainment needs. TBA produced approximately 600
communication and entertainment events in 1999. The recurring nature of this
large number of events serves as a source of more predictable revenues as they
occur on a more regular basis. The large number of events also provides
opportunities for the Company's other divisions, including corporate event
opportunities for TBA's artist management clients and merchandising activities.

        The Corporate Communications & Entertainment division serves its clients
from a growing roster of offices nationwide, including Atlanta, Chicago, Dallas,
Nashville, New York, Phoenix, Salt Lake City and San Diego. These offices were
assembled via strategic acquisitions and internal growth over the past three
years.

        The Company acquired its first corporate communications and
entertainment company in April 1997 with the acquisition of all of the
outstanding capital stock of TBA Entertainment Group Nashville, Inc., formerly
Avalon Entertainment Group, Inc. ("AEG"), with offices in Nashville and San
Diego. In 1998, the Company acquired all of the outstanding capital stock of TBA
Entertainment Group Chicago, Inc., formerly Corporate Productions, Inc. ("CPI"),
a Chicago-based company, TBA Entertainment Group Phoenix, Inc., formerly Image
Entertainment Productions, Inc. ("Image"), a Phoenix-based company and TBA
Entertainment Group Dallas, Inc., formerly Magnum Communications, Inc.
("Magnum"), with offices in Dallas and Salt Lake City. In 1999, the Company also
opened offices in Atlanta and New York to service its growing client list.

        With the completion of the acquisitions and internal growth described
above, TBA delivers a full range of corporate communications and entertainment
services to its clients. The Corporate Communications & Entertainment division
emphasizes the coordination and allocation of resources and services between the
division's offices. TBA has long-standing relationships with freelance
contractors in various production, technical and creative disciplines, and
supplements its full-time staff with independent contractors where needed.

        The Company believes, based on its experience, that the corporate
communications and entertainment industry is highly fragmented. Further, the
Company believes that many of its competitors consist of a number of small,
primarily regional companies that provide only a limited range of services.
However, the Company believes that there are other competitors who have been in
business longer and have larger staffs and whose business, like the Company's,
is full service in scope. The most important competitive factors include
creative and production capabilities, quality and price. The Company believes
that it can compete successfully in this market by utilizing the Company's
production capabilities and existing talent relationships to produce an
exceptional event. TBA's commitment to providing exceptional events has
developed a loyal client base. The Company also competes with in-house corporate
communications staffs of existing and potential clients and with staffs of hotel
and convention centers.

        Because of the highly-fragmented nature of the corporate communications
and entertainment industry, the Company believes that there are a number of
acquisition opportunities available to the Company. The Company believes, based
on its experience with past acquisitions, that some portion of the small,
regional, limited-services companies would welcome the opportunity to provide a
full range of corporate communications and entertainment services that would
result from an association with the Company.

ENTERTAINMENT MARKETING & SPECIAL EVENTS

        The Entertainment Marketing & Special Events division is an industry
leader in the creation, development and execution of highly integrated and
innovative entertainment marketing and special event programs. This division
continually forges new ways for clients to reach their audiences and realize
their business objectives. The Entertainment Marketing & Special Events division
specializes in the creative development, design, production and execution of a
broad range of marketing initiatives that may include: national music tours,
fairs and festivals, lifestyle events, nationally syndicated radio programs,
satellite media tours, network television broadcast specials, point of purchase
campaigns, premium/incentive programs, brand imaging campaigns, sponsorship
fulfillment, web casts, experiential branding initiatives and consumer/trade
promotions.


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        TBA provides companies with the power to reach and engage their
customers in a fresh, contemporary manner utilizing relevant programming and
experiential branding techniques to integrate their company or brand into the
lifestyle of their consumers. The Entertainment Marketing & Special Events
division seeks to develop music-marketing programs that appeal to highly-focused
demographic segments. In addition, corporations are increasingly utilizing
entertainment personalities as advertising tools, having recognized the
effectiveness of concert/tour sponsorship as a cost-effective means to reach a
target audience. The Company has produced sponsored music-marketing tours for
clients that include Red Lobster, General Motors, Best Buy and Fruit of the
Loom. Under the banner TBA TV, the Company has produced major television
broadcast events and specials including Turner Sports 1998 Goodwill Games
Opening Celebration on CBS, NASCAR Rocks on TNN, Blockbuster RockFest on MTV, as
well as pay-per-view broadcasts for Viewer's Choice, DirecTV and Primestar. TBA
produced entertainment marketing special events including "The Show" at the NBA
All-Star Weekend, produced for TNT and the NBA, NFL on TNT Tailgate Party and
the Montreux Jazz Festival in New York City. In 1999, the Company produced the
proprietary event Rockfest in conjunction with Hard Rock Cafe. Rockfest counted
the Oldsmobile "Alero", Circuit City and the Discover Card, among others, as
corporate sponsors. The Entertainment Marketing & Special Events division also
provides unique opportunities for the Company to showcase artist management
clients and to develop high-impact merchandising programs to complement the
overall marketing program. In addition, relationships with corporate sponsors
also create opportunities to sell corporate communications and entertainment
services to an expanded client base.

        The Company works with its clients to customize an entertainment
marketing and special event to the exact specifications of that particular
client. Over time, TBA believes existing clients will expand their programs,
both by increasing the scope of existing components of programs and by adding
new components to programs. The Company's Entertainment Marketing & Special
Events division is currently characterized by a relatively small number of
accounts with high revenues per account. As a result, the loss or addition of
any one account could have a material affect on the Company's revenues. Because
contracts for the Company's marketing programs are typically signed six months
to one year before the program takes place, management believes that, to a
reasonable degree, it can forecast and take appropriate action for changes in
its client portfolio. When possible, the Company also seeks to enter into
multi-year contracts with its clients. For example, in 1999, TBA entered into a
three-year agreement to produce Rockfest with Hard Rock Cafe as the corporate
sponsor. In addition, the Company believes that certain of its programs have
applications beyond one single client. For example, in 1998, the Company
developed the "For the Record" concept and marketing program for the country
music group Alabama. This program was developed to highlight the outstanding
career of Alabama and included a guest appearance on a nationally televised CBS
special, a double-CD release of all 41 of their number one hits, a worldwide
pay-per-view television special, a 13-city Christmas tour and a video of the
pay-per-view event. In 1999, the "For the Record" program showcased Merle
Haggard. TBA believes that there are other industry artists from all genres of
music, that would benefit from the "For the Record" marketing program.

        Prior to the year 2000, the Company operated the Entertainment Marketing
& Special Events division both for its own account and through joint venture
arrangements, including Warner/TBA, a strategic joint venture between Time
Warner's Warner Custom Music Group ("Warner") and TBA. The Company's 50%
interest in Warner/TBA was acquired as part of the acquisition of AEG in April
1997. Although the formal joint venture arrangement reached the end of its term
in December 1999, TBA continues to execute programs developed by Warner/TBA.

        TBA has made two strategic acquisitions in the past two years,
increasing the Company's competitive position in the entertainment marketing
industry. In December 1998, the Company acquired all of the outstanding capital
stock of TKS Marketing, Inc., which specializes in sponsorship fulfillment. In
January 2000, the Company acquired all of the outstanding common stock of Romeo
Entertainment Group, Inc. ("Romeo"), one of the largest producers of outdoor
fairs and festivals in the United States. The Company believes that the fairs
and festivals industry is in the midst of rapid change. Together with Romeo, the
Company believes that it will have a tremendous opportunity to help shape the
future of the fairs and festivals industry. The Company believes that there are
a number of other acquisition opportunities available to the Company to add
additional entertainment marketing and special events business.

ARTIST MANAGEMENT

        The Artist Management division develops and implements career strategies
for music industry artists, including high-profile artists such as Brooks &
Dunn, Kathy Mattea, Chely Wright, Gary Chapman and Jaci Velasquez. The Company,
as a leader in the production of corporate communications and entertainment
programs, entertainment marketing initiatives, special events sponsorship
procurement and merchandising of entertainment and sporting events, is uniquely
positioned to create


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opportunities for artists. Management believes that the Company's familiarity
with all facets of the entertainment industry enables it to help artists create
and capitalize on opportunities. With its expertise in concert production and
corporate entertainment events and its relationships with venue managers,
outside concert promoters, broadcasting executives and other industry
professionals, management believes that the Company is uniquely positioned to
offer services which can significantly enhance the careers of its clients. The
Company develops long term career strategies and represents music industry
artists in the negotiation of recording, touring, merchandising and performance
contracts. Using these integrated resources, the Artist Management team is
unified around the strategy of creating long-term, sustained success for the
Company's artist management clients.

        The Company has made two strategic acquisitions over the past two years
in assembling the Artist Management Division. In June 1998, the Company acquired
all of the equity interests in Titley Spalding & Associates LLC, which currently
manages Brooks & Dunn, Kathy Mattea and Chely Wright, among others. In December
1999, the Company acquired Mike Atkins Management, Inc. ("Atkins"), one of the
largest artist management companies serving contemporary Christian music. Atkins
manages Christian music artists including Point of Grace and Jaci Velasquez,
among others.

        The Company believes that the artist management industry is
highly-fragmented and its competitors consist primarily of small independent
artist managers with a limited roster of clients, although there are several
participants in the industry that have capabilities and resources comparable to
and, in certain respects, greater than those of the Company. Because of the
highly-fragmented nature of the artist management industry, the Company believes
that there are a number of acquisition opportunities available to the Company,
both within the country music genre as well as in other music genres including
pop and rock. However, there can be no assurances that the Company will be
successful in acquiring any additional companies in the artist management
industry.

EVENT MERCHANDISING

        The Event Merchandising division develops and executes merchandising
programs for entertainment and sporting events, institutional organizations and
celebrity clients. This division creates, designs, and executes merchandising
programs as well as promotional and for-sale items. As a leader and innovator in
the industry, TBA has created and executed exclusive merchandising programs for
a broad range of events. These events include the Olympic games, the world's
premier sporting event, the Association of Volleyball Professionals, the world's
premier men's beach volleyball tour, U.S. Women's Figure Skating Championship,
and the Ericsson Open Tennis Tournament, a world-class tennis championship.

        In addition, through the Event Merchandising division, TBA can deliver
the added benefit of a merchandising program to any artist management client,
integrated entertainment marketing initiative, special event, corporate
communications program or business imaging campaign. This integrated strategy
serves TBA's clients by building positive public awareness while generating
additional profitability for the Company.

        The Company has made three strategic acquisitions over the past three
years in assembling its Event Merchandising division. In July 1997, the Company
acquired 51% of Eric Chandler Merchandising, Inc. ("ECM"). ECM, a Los
Angeles-based company, specializes in executing merchandising for large-scale
entertainment and sporting events, such as the 1996 Summer Olympic Games in
Atlanta, Georgia. The remaining 49% of ECM was acquired by TBA in May 1998. In
August 1998, the Company acquired all of the outstanding stock of Corporate
Incentives, Inc. ("CII"), in connection with its acquisition of CPI. CII
implements corporate merchandising programs. In March 1999, the Company acquired
all of the outstanding stock of Karin Glass & Associates, Inc. and affiliated
companies ("KGA"). KGA, an Indianapolis-based company, is a full-service
merchandising company specializing in merchandise design, production and
fulfillment.

DISCONTINUED OPERATIONS

        In 1998, the Company began to focus its growth in certain segments of
the entertainment sector and, in accordance with this strategy, divested itself
of businesses that were not a part of the future growth plans of the Company. In
May 1998, the Company sold its 51% interest in Avalon West Coast ("AWC"), a
group of affiliated entities engaged primarily in concert promotion and
amphitheater operations on the West coast, to New York-based SFX Entertainment,
Inc. In August 1998, the Company sold all of its interest in The Village at
Breckenridge Acquisition Corp., Inc. and Property Management Acquisition Corp.,
Inc., the wholly-owned subsidiaries of the Company that owned the Village at
Breckenridge Resort located in Breckenridge, Colorado, and the associated


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property management business operating in Breckenridge (the "Breckenridge
Resort"), to Vail Summit Resorts, Inc., an affiliate of Vail Resorts, Inc.
("Vail"). In December 1998, the Company completed the sale of its Nashville
Country Club Restaurant.

        The Company utilized a portion of the $24 million of proceeds (before
applicable transaction costs) from the sale of these assets to fund its growth
strategy in 1998, 1999 and in January 2000. The remaining proceeds will be
utilized for operations and to fund the continued expansion of the Company's
core entertainment operations pursuant to its business strategy.

BUSINESS SEGMENT INFORMATION

        The Company classifies its operations into the four major business
segments discussed above. See Note 11 to the consolidated financial statements
contained in Item 8 of this Annual Report on Form 10-K for summarized financial
information concerning the Company's reportable segments.

COMPETITION

        In addition to the competitive factors outlined above for each of the
Company's four business divisions, the success of the Company's entertainment
operations are dependent upon numerous factors beyond the Company's control,
including economic conditions, amounts of available leisure time, transportation
costs, lifestyle trends and weather conditions.

SEASONALITY

        The Company experiences quarterly fluctuations in revenue, operating
income and net income as a result of many factors, including the timing of
clients' meetings and events, timing of artists' tours and recording releases,
weather related issues, delays in or cancellation of clients' entertainment
marketing programs, as well as changes in the Company's mix among the various
services offered.

TRADEMARKS

        The Company has filed Intent-To-Use Trademark Applications for the TBA
Entertainment Corporation mark for the various classes of goods and services in
which the Company's mark will be utilized. In addition, the Company has filed or
intends to file Intent-To-Use Trademark Applications for other proprietary
programs developed by the Company. There can be no assurance, however, that
these trademarks will proceed to registration, and if so registered, that the
trademarks, in any one or more classes, will not violate the proprietary rights
of others, that any registration of the trademarks or the Company's use thereof
will be upheld if challenged, or that the Company will not be prevented from
using the trademarks.

REGULATION AND LICENSES

        The Company is subject to federal, state and local laws affecting its
business, including various health, sanitation and safety standards. The
Company's entertainment operations are subject to state and local government
regulation, including regulations relating to live music performances. Each live
concert performance must comply with regulations adopted by federal agencies and
with licensing and other regulations enforced by state and local health,
sanitation, safety, fire and other departments. Difficulties or failures in
obtaining the required licenses or approvals can delay and sometimes prevent the
promotion of live concerts. The failure to receive or retain, or delay in
obtaining, a license to serve alcohol and beer in a particular location could
adversely affect the Company's operations in that location and impair the
Company's ability to obtain licenses elsewhere. The failure or inability of the
Company to maintain insurance coverage could materially and adversely affect the
Company.

EMPLOYEES

        As of December 31, 1999, the Company had approximately 168 full-time and
part-time employees. It is the Company's intention to manage its growth
consistent with its ability to attract and retain qualified employees to manage
its operations. Over the course of any given event or program, the Company
evaluates the production personnel requirements and determines the extent to
which it must supplement its available employee base with the use of freelance
contractors or part-time employees. The Company believes that its relationship
with its employees and freelance contractors is good.


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        The Company has no full-time employees whose employment is covered by
collective bargaining or similar agreements with unions; however, the Company
does from time to time independently contract with or hire part-time union
personnel, especially during the production of a particular entertainment
marketing program and, accordingly, the Company is a party to certain agreements
with unions governing the hiring and terms of employment of such personnel.

ITEM 2.   PROPERTIES.

        The Company has offices located in Hickory Valley, Tennessee in a
building owned by a limited partnership, the general partner of which is a
corporation owned by Thomas J. Weaver III and Frank A. McKinnie Weaver, Sr.,
each an officer and director of the Company, and of which they also are limited
partners. The limited partnership does not charge the Company rent for its
Hickory Valley, Tennessee offices. The fair market rental value for this office
space is not material to the Company's consolidated results of operations.

        The Company and/or its subsidiaries have entered into lease agreements
with respect to leased office space in numerous cities in which the Company
operates. These leases expire at various dates through September 2006. The
Company's wholly-owned subsidiary, TBA Entertainment Group Dallas, Inc., owns
the building in which its offices and production facilities are located, as well
as certain vacant land adjacent to such building. The building is encumbered
with an approximately $300,000 first lien mortgage indebtedness.

        TBA believes that the properties and facilities it owns or leases are
suitable and adequate for the Company's current business and operations. The
Company anticipates that as it expands, it will require additional office space
to support such growth and believes that suitable space will be available as
needed on commercially reasonable terms.

ITEM 3.   LEGAL PROCEEDINGS.

        On July 31, 1997, the Company acquired a 51% partnership interest in the
Irvine Meadows Amphitheater Partnership, a California general partnership which
owned and managed the Irvine Meadows Amphitheater in Irvine, California. The
Company acquired such 51% partnership interest from a corporate affiliate of a
member of the Board of Directors of the Company (the "Seller"). In order to
effectuate such sale, the Seller affiliate acquired an aggregate 49% partnership
interest in the Irvine Meadows Amphitheater Partnership from two of its existing
partners. On October 23, 1998, the two partners that sold their partnership
interests to the Seller, along with their controlling shareholders
(collectively, the "Plaintiffs"), filed a complaint in the Los Angeles Superior
Court against the Company and the Seller. Certain other defendants were also
named in the complaint. In such complaint, the Plaintiffs allege that, in
connection with their sale, the Seller breached certain contractual obligations,
breached his fiduciary duty to them as partners, and fraudulently induced them
to sell their respective partnership interests. The Plaintiffs further allege
that the Company aided and abetted the alleged breach of fiduciary duty and the
fraud in the inducement. The Company denies all of the allegations and is
vigorously defending this action. A state court in California has ruled that
this litigation is to be settled by binding arbitration. An arbitrator has been
assigned to the case, but no discovery has taken place. Management does not
believe that the outcome of this litigation will have a material adverse effect
on the consolidated financial condition or results of operations of the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        There were no matters submitted to a vote of the Company's shareholders
during the fourth quarter of the fiscal year ended December 31, 1999.


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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        (a) The Common Stock is quoted on the Nasdaq National Market under the
symbol TBAE. On March 17, 2000, the last reported sale price of the Common Stock
was $4 1/4 per share. The following table sets forth the range of high and low
bid prices of the Common Stock during each quarterly period within the two most
recent fiscal years, as reported on the Nasdaq National Market.

<TABLE>
<CAPTION>
                                                         HIGH         LOW
                                                       --------     --------
<S>                                                    <C>          <C>
1999

  First Quarter                                        $5 5/16      $3 7/8

  Second Quarter                                        4 15/16      3 7/8

  Third Quarter                                         4 1/2        3 7/8

  Fourth Quarter                                        5 1/2        3 15/16

1998

  First Quarter                                         4 1/16       3 1/4

  Second Quarter                                        5            3 5/8

  Third Quarter                                         5 9/32       3 5/8

  Fourth Quarter                                        4 7/8        3 7/16
</TABLE>

        (b) The approximate number of holders of record of Common Stock on March
17, 2000 was 187.

        (c) The Company has not paid or declared cash distributions or dividends
and does not intend to pay cash dividends on the Common Stock in the foreseeable
future. The Company currently intends to retain all earnings to finance the
development and expansion of its operations. The declaration of cash dividends
in the future will be determined by the Board of Directors based upon the
Company's earnings, financial condition, capital requirements and other relevant
factors.


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ITEM 6. SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS DATA (1):                        1999             1998           1997            1996            1995
                                                       -----------     -----------     -----------     -----------     ----------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenues                                               $48,163,900     $27,272,700     $ 6,437,100             $--            $--
Costs related to revenues                               31,863,400      18,468,700       4,705,600              --             --
                                                       -----------     -----------     -----------     -----------     ----------
Gross profit margin                                     16,300,500       8,804,000       1,731,500              --             --
Selling, general and administrative expenses            12,962,600       6,969,000       1,888,600         302,000        334,900
Depreciation and amortization                            1,790,300         679,400         148,900           1,400          1,400
Minority interest                                               --         (36,000)             --              --             --
Equity in income of Joint Venture                         (173,000)       (343,700)        (78,900)             --             --
Net interest (income) expense                             (266,200)       (144,500)        153,000             700          2,800
                                                       -----------     -----------     -----------     -----------     ----------
Income (loss) from continuing operations
     before income taxes                                 1,986,800       1,679,800        (380,100)       (304,100)      (339,100)
Provision for income taxes                                (790,000)       (189,700)             --              --             --
                                                       -----------     -----------     -----------     -----------     ----------
Income (loss) from continuing operations                 1,196,800       1,490,100        (380,100)       (304,100)      (339,100)
Income (loss) from discontinued operations                 329,200       1,180,900         782,400      (2,823,200)      (454,800)
                                                       -----------     -----------     -----------     -----------     ----------
Net income (loss)                                      $ 1,526,000     $ 2,671,000     $   402,300     $(3,127,300)    $ (793,900)
                                                       ===========     ===========     ===========     ===========     ==========

EBITDA (2)                                             $ 3,510,900     $ 2,214,700     $   (78,200)    $  (302,000)    $ (334,900)
                                                       ===========     ===========     ===========     ===========     ==========

Income (loss) from continuing operations - basic       $      0.14     $      0.19     $     (0.07)    $     (0.09)    $    (0.23)
Income (loss) from continuing operations - diluted     $      0.14     $      0.18     $     (0.06)    $     (0.09)    $    (0.23)
Weighted average common stock outstanding - basic        8,495,200       7,851,600       5,680,300       3,575,900      1,470,000
Weighted average common stock outstanding - diluted      8,540,000       8,243,500       6,324,600       3,575,900      1,470,000

BALANCE SHEET DATA (1):

Working capital (3)                                      7,838,600      12,381,900       1,122,000              --             --
Goodwill, net                                           19,383,700      16,008,600       3,494,100              --             --
Net assets of discontinued operations                       54,100       2,552,000      20,273,000      11,797,662      1,795,000
Total assets                                            43,149,500      40,445,200      27,401,600      13,428,200      1,795,000
Long-term debt (4)                                       3,719,600       4,755,700       2,036,700              --             --
Treasury stock                                          (2,062,100)       (724,500)             --              --             --
Stockholders' equity                                    27,858,800      28,515,700      20,720,400      12,213,300      1,795,000
</TABLE>

(1) Prior to 1998, the Company acquired and operated certain businesses that
    were sold in 1998. The sale of these businesses has resulted in the
    reclassification of the operating results and net assets and liabilities of
    these businesses to discontinued operations for all periods presented.

(2) EBITDA is earnings from continuing operations before interest income and
    expense, income taxes and depreciation and amortization. EBITDA is presented
    supplementally because management believes it allows for a more complete
    analysis of results of operations. This information should not be considered
    as an alternative to any measure of performance or liquidity as promulgated
    under generally accepted accounting principles (such as net income or cash
    provided by or used in operating, investing or financing activities), nor
    should it be considered as an indicator of the overall financial performance
    of the Company. The Company's calculation of EBITDA may be different from
    the calculation used by other companies and, therefore, comparability may be
    limited.

(3) Working capital represents total current assets (excluding net short-term
    assets of discontinued operations) less total current liabilities (excluding
    net short-term liabilities of discontinued operations).

(4) Long-term debt excludes notes payable and current portion of long-term debt
    totaling $3,328,000, $759,600 and $1,063,300 as of December 31, 1999, 1998
    and 1997, respectively.


                                       9
<PAGE>   10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The purpose of the following discussion and analysis is to explain the major
factors and variances between periods of the Company's results of operations.
The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the historical consolidated
financial statements and notes thereto included in Item 8, beginning on
page 15.

Introduction

The Company is a diversified communications and entertainment services company
that produces a broad range of business communications, meeting production and
entertainment services for corporate meetings, develops and produces integrated
music marketing programs and special events, manages music artists and develops
and executes merchandising programs for large-scale entertainment and sporting
events.

In April 1997, the Company acquired its first corporate communications and
entertainment company, TBA Entertainment Group Nashville, Inc., formerly Avalon
Entertainment Group, Inc. ("AEG"), including a 50% interest in the Warner/TBA
(formerly Warner/Avalon) joint venture. In 1998, the Company grew its operations
through the acquisition of several additional corporate communications and
entertainment services businesses, including Titley Spalding & Associates, LLC
("TSA"), TBA Entertainment Group Chicago, Inc., formerly Corporate Productions,
Inc. ("CPI"), Corporate Incentives, Inc. ("CII"), TBA Entertainment Group
Phoenix, Inc., formerly Image Entertainment Productions, Inc. ("Image"), TBA
Entertainment Group Dallas, Inc., formerly Magnum Communications, Inc.
("Magnum"), and TKS Marketing, Inc. ("TKS"), (collectively, the "1998
Acquisitions"). In 1999, the Company also completed the acquisition of Karin
Glass & Associates, Inc. and affiliated companies (collectively, "KGA") and Mike
Atkins Management, Inc. ("Atkins") (collectively, the "1999 Acquisitions"). In
January 2000, the Company also completed the acquisition of Romeo Entertainment
Group, Inc. ("Romeo").

General

The Company classifies its operations into four major business segments. See
Note 11 to the consolidated financial statements contained in Item 8 of this
Annual Report on Form 10-K for summarized financial information concerning the
Company's reportable segments.

The Company currently derives a majority of its revenues (71%, 86% and 98% for
the years ended December 31, 1999, 1998 and 1997, respectively) from the
production of business communications and entertainment events for corporate
clients. The Company works with its clients to develop creative programming to
deliver messages to the client's targeted audiences. The Company receives a fee
for providing these services, which may include developing creative content,
designing audio/visual presentations and arranging for live entertainment and
related production services, including lights and sound. Revenue is recognized
when the services are completed for each event. Costs of producing the events
are also deferred until the event occurs.

The remainder of the Company's revenues are generated from event merchandising
(20%, 5% and 0% of total revenues for the years ended December 31, 1999, 1998
and 1997, respectively), artist management (6%, 6% and 2% of total revenues for
the years ended December 31, 1999, 1998 and 1997, respectively) and
entertainment marketing (3%, 3% and 0% of total revenues for the years ended
December 31, 1999, 1998 and 1997, respectively). Event merchandising revenue
increased dramatically in 1999 as a result of the acquisition of KGA in March
1999. Event merchandising revenue is recognized when the merchandise is shipped
or sold to the customer. Cost of sales includes the direct cost of acquiring or
producing the merchandise. Artist management revenue, which generally consists
of commissions received from artists' earnings, is recognized in the period in
which the artist earns the revenue. There are generally only minimal direct
costs associated with generating artist management revenue. Entertainment
marketing revenues and cost of revenues are recognized when the services are
completed for each program or, for those programs with multiple events,
apportioned to each event and recognized as each event occurs.

Through December 31, 1999, the Company also developed and produced entertainment
marketing programs and special events through a 50% interest in Warner/TBA, a
joint venture with an affiliate of Time Warner. The Company accounted for these
activities using the equity method of accounting. The formal Warner/TBA joint
venture agreement reached the end of its term on December 31, 1999. Accordingly,
beginning in the year 2000, the Company will begin to recognize all revenue and
expenses associated with entertainment marketing programs that were previously
executed by the Warner/TBA joint venture. As a result, along with the
acquisition of Romeo in January 2000, the Company expects that entertainment
marketing revenue, as a percent of total Company revenue, will increase
significantly beginning in the year 2000.


                                       10
<PAGE>   11

Discontinued Operations

Prior to 1998, the Company acquired and operated certain businesses that were
sold in 1998. These businesses included the Nashville Country Club, the Village
at Breckenridge Resort and a 51% controlling interest in AWC. In accordance with
accounting principles generally accepted in the United States, the sale of these
businesses has resulted in the reclassification of the operating results of
these businesses to discontinued operations for all periods presented. Operating
results of these businesses and other information for discontinued operations
appear in the notes to consolidated financial statements captioned
"Dispositions" (Note 7).

Results of Operations ended December 31, 1999 and 1998

For the 1999 period, results of operations of KGA and Atkins are included from
their respective acquisition dates. For the 1998 period, results of operations
of each of the 1998 Acquisitions are included from the corresponding acquisition
dates in 1998.

Revenues increased $20,891,200, or 77%, to $48,163,900 for 1999 from $27,272,700
for 1998. $10,712,800 of the increase resulted from the production of 177
additional corporate entertainment and meeting production events, to 583 events
in 1999 compared to 406 events produced in 1998. The increase in the number of
shows is primarily attributable to an increase in the Company's sales force and
the inclusion of a full year of operations of CPI, Image and Magnum, which were
acquired in the third and fourth quarters of 1998. The average revenue per event
increased from $57,800 in 1998 to $58,600 in 1999. In 1999, the Company produced
28 events with revenues in excess of $250,000, versus 20 such events in 1998.
However, the impact of the increase in the number of larger events was offset by
the impact of a higher number of lower revenue events produced by one of the
1998 Acquisitions. In general, the Company is aggressively pursuing larger
corporate meeting and entertainment events with Fortune 1000 companies.

Event merchandising revenues increased $8,292,800 for the 1999 period from the
1998 period, due to the addition of merchandising activities through the
acquisition of KGA in March 1999. KGA produces and sells merchandise for a
number of large sporting events and corporate fulfillment programs. Revenue from
the artist management division increased $1,155,000 in 1999. The increase
results primarily from a full year of revenues from TSA, which was acquired in
June 1998. The remaining revenue increase of $730,600 results from a full year
of revenues from TKS, which was acquired in December 1998 and from revenues
generated by the For the Record program.

Cost of revenues increased $13,394,700, or 73%, to $31,863,400 for 1999 from
$18,468,700 for 1998. The increase resulted primarily from the production of
additional corporate entertainment and meeting planning events and the addition
of merchandising activities discussed above. Cost of revenues as a percentage of
revenues decreased to 66% for 1999 from 68% for 1998. The decrease was due to
improved profit margins related to corporate communications and entertainment
events for 1999 as compared to 1998, increased revenues from artist management,
which typically have minimal direct costs as a percentage of revenue, and
improved profit margins in event merchandising resulting from the acquisition of
KGA in March 1999.

Selling, general and administrative expenses increased $5,993,600, or 86%, to
$12,962,600 for 1999 from $6,969,000 for 1998. The increase results primarily
from increased personnel and related operating expenses associated with the
increased number of corporate entertainment and meeting planning events, as well
as general and administrative expenses associated with the 1999 acquisitions and
a full year of operations for the 1998 Acquisitions. Selling, general and
administrative expenses, as a percent of total revenues, increased to 27% for
1999 from 26% for 1998. The increase is primarily due to added sales personnel
and the opening of the Atlanta office in the fourth quarter of 1999.

Depreciation and amortization expense increased $1,110,900, or 164%, to
$1,790,300 for 1999 from $679,400 for 1998. The increase results primarily from
the amortization of goodwill associated with the 1999 and 1998 Acquisitions. The
Company expects that depreciation and amortization expense will continue to
increase in the year 2000 as a result of amortization expense associated with
the Atkins acquisition in December 1999 and the Romeo acquisition in January
2000.

Equity income from AEG's 50% joint venture interest in Warner/TBA decreased to
income of $173,000 for 1999 from of $343,700 for 1998. Revenues for Warner/TBA
decreased $673,900, or 8%, to $8,178,600 for 1999 from $8,852,500 for 1998.
Operating costs of Warner/TBA, including general and administrative expenses,
increased $167,600, or 2%, to $8,332,600 for 1999 from $8,165,000 for 1998. Net
income for Warner/TBA decreased to a loss of $154,000 in 1999 from a profit of
$687,500 in 1998, due to higher talent costs associated with a major client
tour, the cancellation of the NBA All-Star Game in 1999 and lower than expected
sales for the June 1999 Rockfest. Effective December 31, 1999, the formal joint
venture agreement with Warner reached the end of its term. Beginning in the year


                                       11
<PAGE>   12

2000, the Company will recognize 100% of the revenues and expenses associated
with programs previously recorded by Warner/TBA. In addition, in 1999, the
Company recognized a gain of $250,000 related to the distribution of the net
assets of Warner/TBA.

Net interest income was $266,200 for 1999 versus $144,500 for 1998. The change
is attributable primarily to interest earned on increased cash balances
resulting from proceeds from the sale of certain businesses in 1998, offset by
increased outstanding debt associated with the 1998 Acquisitions. As a result of
acquisitions made by the Company in 1999 and in January 2000, the Company's
long-term debt has increased. Accordingly, the Company expects that net interest
income will decrease in the fiscal year 2000.

The provision for income taxes, as a percentage of income from continuing
operations before income taxes, is 40% for the 1999 period compared to 11% for
1998, and reflects statutory tax rates adjusted for estimated permanent book/tax
differences. The 1998 tax provision was positively impacted by the utilization
of net operating loss carrryforwards available to offset taxable income. The
Company has utilized substantially all its federal net operating loss
carryforwards as of December 31, 1999.

Discontinued Operations

In 1999, the Company received the final payment related to the sale of the
Village at Breckenridge Resort. Accordingly, the Company recognized a gain on
the sale of discontinued operations of $329,200 for 1999, net of additional
expenses related to the sale of discontinued operations and net of income taxes
of $399,600. Income from discontinued operations in 1998 included a gain on the
sale of AWC in May 1998 and the discontinued operations of the Village at
Breckenridge Resort through the August 1998 sale date. No gain was recorded on
the sale of the Village at Breckenridge Resort in 1998 due to certain contingent
payments that were not received until 1999.

Results of Operations ended December 31, 1998 and 1997

The 1997 period includes the results of operations for AEG from the April 21,
1997 acquisition date, to December 31, 1997, whereas the 1998 period includes
the results of operations for AEG from January 1, 1998 to December 31, 1998.
Results of operations of each of the 1998 Acquisitions are included from the
corresponding acquisition dates in 1998.

Revenues increased $20,835,600, or 324%, to $27,272,700 for 1998 from $6,437,100
for 1997. $17,198,700 of the increase resulted from the production of 298
additional corporate entertainment and meeting production events, to 406 events
in 1998 compared to 108 events produced in 1997. The increase in the number of
shows is primarily attributable to an increase in the Company's sales force, the
addition of corporate meeting event services in 1998 and the acquisitions of
CPI, Image and Magnum, in the third and fourth quarters of 1998. In 1997, the
Company produced primarily corporate entertainment events through the operations
of AEG. The average revenue per event remained relatively constant at
approximately $58,000 between years. In general, the Company is aggressively
pursuing larger corporate entertainment and meeting events with Fortune 1000
companies. In 1998, the Company produced 20 events with revenues in excess of
$250,000, versus two such events in 1997. However, the impact of the substantial
increase in the number of larger events was offset by a higher number of lower
revenue events produced by one of the 1998 Acquisitions.

Revenue from the artist management division increased $1,565,900 for the 1998
period from the 1997 period. The Company contracted with one well-known new
artist in 1997, which began producing significant revenue in 1998. Additionally,
in June 1998, the Company acquired TSA, an artist management company with three
artists currently under management. Revenue from the event merchandising
division increased $1,233,500 for the 1998 period from the 1997 period, due to
the addition of merchandising activities through the acquisition of Eric
Chandler Merchandising, Inc. and CII. The remaining revenue increase of $837,500
results from revenue associated with the For the Record program. In the 1997
period, all entertainment marketing programs were executed through the
Warner/TBA joint venture, which is accounted for using the equity method of
accounting.

Cost of revenues increased $13,763,100, or 292%, to $18,468,700 for 1998 from
$4,705,600 for 1997. The increase resulted primarily from the production of
additional corporate entertainment and meeting planning events and the addition
of merchandising activities discussed above. Cost of revenues as a percentage of
revenues decreased to 68% for 1998 from 73% for 1997. A portion of the decrease
was due to improved profit margins related to corporate entertainment and
meeting planning events for 1998 as compared to 1997. The remaining decrease
results from increased revenues for artist management, which typically have
minimal


                                       12
<PAGE>   13

direct costs as a percentage of revenue. The decrease in cost of revenues is
offset by the increase in revenues in the event merchandising division, which
had a cost of revenues of 81% of event merchandising revenues for 1998.

Selling, general and administrative expenses increased $5,080,400, or 269%, to
$6,969,000 for 1998 from $1,888,600 for 1997. The increase results primarily
from increased personnel and related operating expenses associated with the
increased number of corporate entertainment and meeting planning events, as well
as general and administrative expenses associated with the 1998 Acquisitions.
The increase is further explained by increased personnel and related expenses
incurred to develop an administrative and accounting infrastructure to manage
the Company's growth during the past year. Selling, general and administrative
expenses, as a percent of revenue, decreased to 26% in 1998 from 29% in 1997.

Depreciation and amortization expense increased $530,500, or 356%, to $679,400
for 1998 from $148,900 for 1997. The increase results primarily from the
amortization of goodwill associated with the 1998 Acquisitions.

Equity income from AEG's 50% joint venture interest in Warner/TBA increased
$264,800, or 336%, to $343,700 for 1998 from $78,900 for 1997. Revenues for
Warner/Avalon decreased $1,979,200, or 18%, to $8,852,500 for 1998 from
$10,831,700 for 1997. Operating costs of Warner/TBA decreased $2,445,900, or
23%, to $8,165,000 for 1998 from $10,610,900 for 1997. The overall decrease in
revenues and operating expenses results primarily from a reduction in the size
of entertainment marketing programs produced in 1998 as compared to 1997.
Operating costs as a percentage of revenues decreased to 92% of revenues in 1998
as compared to 98% in 1997. The decrease results primarily from the elimination
of a music tour program that occurred in 1998 in which the Company incurred
operating losses of $666,000.

For 1998, net interest income was $144,500 versus net interest expense of
$153,000 for 1997. The change is attributable primarily to interest earned on
increased cash balances resulting from proceeds from the sale of discontinued
operations, offset by increased outstanding debt associated with the 1998
Acquisitions.

The provision for income taxes, as a percentage of income taxes from continuing
operations before income taxes, was 11% for 1998, which reflects statutory tax
rates adjusted for utilization of net operating loss carryforwards and book/tax
differences. There was no provision for income taxes for 1997 as the Company had
net operating loss carryforwards available to offset taxable income.

Discontinued Operations

The Company recognized a net gain on the disposition of AWC and the Nashville
Country Club restaurant in 1998 of $1,196,500. No gain was recognized on the
sale of the Breckenridge Resort in 1998, as a portion of the proceeds from the
sale of the Breckenridge Resort was held in escrow pending the consummation of
certain other transactions. Upon receipt of the funds held in escrow, which
occurred in 1999, the Company recognized a one-time gain from the sale of the
Village at Breckenridge Resort.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to maintain a strong financial position, funding
acquisitions and working capital needs from net cash proceeds received from the
sale of discontinued operations and out of operating cash flow. Cash and cash
equivalents were $12,847,600 at December 31, 1999 as compared to $15,583,800 at
December 31, 1998. Working capital was $7,892,700 at December 31, 1999, versus
$14,933,900 at December 31, 1998. The decrease is primarily attributable to the
use of cash reserves to acquire KGA in March 1999 and to fund the Company's
stock repurchase program, as well as the increase in current portion of
long-term debt due to the maturation of certain acquisition financing in the
year 2000.

Cash provided by continuing operations was $1,041,400 and $1,476,900 for 1999
and 1998, respectively, compared to cash used in continuing operations of
$620,400 for 1997. The increase from 1997 to 1998 is primarily the result of
improved operations. The fluctuation in cash provided by continuing operations
between 1998 and 1999 primarily reflects the timing of deferred revenue and
prepaid expenses associated with programs occurring in the following year.

Cash used in investing activities was $952,400 in 1999, versus cash provided by
investing activities of $15,283,100 and $76,400 in 1998 and 1997. In 1999, cash
was used to acquire KGA and property and equipment, offset by the remaining
payment of $3,000,000 of proceeds from the sale of the Village at Breckenridge
Resort. In 1998, the Company received proceeds from the sale of AWC, the Village
at Breckenridge Resort and the Nashville Country Club restaurant, offset by cash
used for the 1998 Acquisitions


                                       13
<PAGE>   14

and expenditures for property and equipment. Cash provided by investing
activities for 1997 was primarily from cash acquired in the acquisition of AEG.

Cash used in financing activities was $2,825,200 and $2,154,800 for 1999 and
1998, respectively, resulting primarily from the repayment of borrowings and the
purchase of treasury shares pursuant to the Company's stock repurchase program.
Cash provided by financing activities for 1997 was $8,874,800, resulting from an
offering of 2,600,000 shares of common stock of the Company for $9,100,000, less
offering costs of $971,000.

The Company has pursued an aggressive growth strategy since its formation in
1993. From the Company's inception through December 31, 1997, the Company
acquired and operated certain businesses that were sold in 1998. The Company
relied on external sources of funds, including public offerings of its common
stock and bank borrowings to finance the acquisition of these businesses and to
fund the general operations of the Company. In 1998, the Company realized net
proceeds of $19,393,800 from the sale of discontinued operations, after
repayment of borrowings associated with these operations and applicable
transaction costs. In 1999, the Company received the final $3,000,000 of net
proceeds from the sale of the Village at Breckenridge Resort.

The Company used a portion of the proceeds from the sale of these operations to
fund part of the purchase price of AEG in 1997, the 1998 Acquisitions and the
1999 Acquisitions. In addition, the Company used cash reserves to acquire Romeo
in January 2000. The remainder of the purchase price for these acquisitions was
funded through the issuance of common stock of the Company and the issuance of
acquisition notes payable. The acquisition notes are payable in various
installments of principal plus accrued interest at 8% through August 2004.
During 1998 and continuing through a portion of 2003 (the "Earn-out Period"),
the sellers of TSA and TKS will be paid additional sales price consideration
based on the earnings of TSA and TKS during each of the years in the Earn-out
Period, up to a maximum of $6,380,000 additional purchase price. Generally, the
additional purchase price for TSA and TKS will be paid 60% in cash and 40% in
notes payable which are payable in semi-annual installments with 8% interest
over a five-year period.

The Company's board of directors authorized the repurchase of up to 1,000,000
shares of the Company's common stock until December 31, 1999. As of December 31,
1999, the Company had repurchased 705,300 shares of common stock pursuant to the
stock repurchase program for total consideration of $3,023,600. The Company
utilized cash reserves to fund the repurchases of common stock.

The Company expects to continue its aggressive growth strategy in the
entertainment industry. The Company anticipates that future business
acquisitions made by the Company will be completed through a combination of
cash, notes payable issued to the sellers and the issuance of common stock of
the Company to the sellers.

The Company believes that cash flow from operations and current cash reserves
are more than adequate to meet its current working capital requirements. In
addition, to provide any additional funds necessary for the continued pursuit of
the Company's growth strategies, the Company may issue additional equity and
debt securities and may incur, from time to time, additional short- and
long-term bank indebtedness. The availability and attractiveness of any outside
sources of financing will depend on a number of factors, some of which relate to
the financial condition and performance of the Company, and some of which will
be beyond the Company's control, such as prevailing interest rates and general
economic conditions. There can be no assurance that such additional financing
will be available or, if available, will be on terms acceptable to the Company.
To the extent that the Company is able to finance its growth through internal
and external sources of capital, the Company intends to continue to grow its
operations through additional acquisitions. There can be no assurance that the
Company will be able to acquire any additional businesses, that any businesses
that are acquired will be or will become profitable or that the Company will be
able to integrate effectively any such businesses into its existing operations.

Forward Looking Statements

The foregoing discussion may contain certain 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. Such statements are intended to be covered by
the safe harbors created by such provisions. These statements include the plans
and objectives of management for future growth of the Company, including plans
and objectives related to the acquisition of certain businesses and the
consummation of future private and public issuances of the Company's equity and
debt securities. The forward-looking statements included herein are based on
current expectations that involve numerous risks and uncertainties. Assumptions
relating to the foregoing involve judgements with respect


                                       14
<PAGE>   15

to, among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this Form
10-K will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives of the Company will be achieved.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        The following financial statements required by this item are filed
herewith:

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
Report of Independent Public Accountants                                                                         15

Consolidated Balance Sheets as of December 31, 1999 and 1998                                                     16

Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997                       17

Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997             18

Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997                       19

Notes to Consolidated Financial Statements                                                                       20
</TABLE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To TBA Entertainment Corporation:

We have audited the accompanying consolidated balance sheets of TBA
Entertainment Corporation (a Delaware corporation) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1999. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TBA Entertainment
Corporation and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.



ARTHUR ANDERSEN LLP

Los Angeles, California
March 24, 2000


                                       15
<PAGE>   16

                 TBA ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        AS OF DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                         ASSETS                                        1999              1998
                                                                    -----------       -----------
<S>                                                                 <C>               <C>
Current assets:
  Cash and cash equivalents                                         $12,847,600       $15,583,800
  Accounts receivable, net of allowance
    for doubtful accounts of $50,000 and $55,800,                     3,593,400         2,355,100
    respectively
  Inventories                                                           563,300                --
  Deferred charges and other current assets                           2,425,400         1,616,800
  Net short-term assets from sale of
    discontinued operations                                              54,100         2,552,000
                                                                     -----------       -----------
      Total current assets                                           19,483,800        22,107,700

Property and equipment, net                                           2,937,500         1,853,600

Other assets, net:
  Goodwill                                                           19,383,700        16,008,600
  Investment in Joint Venture                                           588,700           410,600
  Other                                                                 755,800            64,700
                                                                    -----------       -----------
      Total assets                                                  $43,149,500       $40,445,200
                                                                    ===========       ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued liabilities                         $ 3,765,500       $ 4,299,400
   Deferred revenue                                                   4,497,600         2,114,800
   Notes payable and current portion of long term-debt                3,328,000           759,600
                                                                    -----------       -----------
      Total current liabilities                                      11,591,100         7,173,800

Long-term debt, net of current portion                                3,719,600         4,755,700
                                                                    -----------       -----------
      Total liabilities                                              15,310,700        11,929,500
                                                                    -----------       -----------
Stockholders' equity:
   Preferred stock, $.001 par value; authorized
       1,000,000 shares, 2,600 and 68,800, respectively,
       of Series A convertible preferred stock issued and
       outstanding, total liquidation preference $100 and
       $2,100, respectively                                                 100             2,100
  Common stock, $.001 par value; authorized 20,000,000
       shares, 8,714,300 and 8,831,500 shares issued,
       respectively                                                       8,700             8,800
  Additional paid-in capital                                         29,859,900        30,723,100
  Retained earnings (deficit)                                            32,200        (1,493,800)
  Less treasury stock, at cost, 495,500 and 196,700
       shares, respectively                                          (2,062,100)         (724,500)
                                                                    -----------       -----------
       Total stockholders' equity                                    27,838,800        28,515,700
                                                                    -----------       -----------
       Total liabilities and stockholders' equity                   $43,149,500       $40,445,200
                                                                    ===========       ===========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.


                                       16
<PAGE>   17

                 TBA ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                        -------------------------------------------------
                                                            1999               1998               1997
                                                        ------------       ------------       -----------
<S>                                                     <C>                <C>                <C>
Revenues                                                $ 48,163,900       $ 27,272,700       $ 6,437,100
Costs related to revenues                                 31,863,400         18,468,700         4,705,600
                                                        ------------       ------------       -----------
        Gross profit margin                               16,300,500          8,804,000         1,731,500

Selling, general and administrative expenses              12,962,600          6,969,000         1,888,600
Depreciation and amortization expense                      1,790,300            679,400           148,900
Equity in income of Joint Venture                           (173,000)         (343,700)          (78,900)
Minority interest                                                 --            (36,000)               --
Interest (income) expense, net                              (266,200)          (144,500)          153,000
                                                        ------------       ------------       -----------
Income (loss) from continuing operations
   before income taxes                                     1,986,800          1,679,800          (380,100)
Provision for income taxes                                  (790,000)          (189,700)               --
                                                        ------------       ------------       -----------
Income (loss) from continuing operations                   1,196,800          1,490,100          (380,100)
                                                        ------------       ------------       -----------

Discontinued operations (Notes 2 and 7):
   (Loss) income from operations, including income
   tax benefit of ($189,900) and income tax
   expense of $351,800 for 1998 and 1997,
   respectively                                                   --            (15,600)          782,400
Gain on disposition of discontinued operations
   net of income tax expense of  $399,600 for 1999           329,200          1,196,500                --
                                                        ------------       ------------       -----------
Income from discontinued operations                          329,200          1,180,900           782,400
                                                        ------------       ------------       -----------
Net income                                              $  1,526,000       $  2,671,000       $   402,300
                                                        ============       ============       ===========
Earnings per common share - basic:
  Income (loss) from continuing operations              $       0.14       $       0.19       $     (0.07)
  Income from discontinued operations                           0.04               0.15              0.14
                                                        ------------       ------------       -----------
Net income per common share - basic                     $       0.18       $       0.34       $      0.07
                                                        ------------       ------------       -----------
Earnings per common share - diluted:
  Income (loss) from continuing operations              $       0.14       $       0.18       $     (0.06)
  Income from discontinued operations                           0.04               0.14              0.12
                                                        ------------       ------------       -----------
Net income per common share - diluted                   $       0.18       $       0.32       $      0.06
                                                        ============       ============       ===========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       17
<PAGE>   18

                 TBA ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                          PREFERRED STOCK            COMMON STOCK              ADDITIONAL
                                        -------------------     --------------------------       PAID-IN
                                         SHARES     AMOUNT       SHARES          AMOUNT          CAPITAL
                                        -------     -------     ---------     ------------     -----------
<S>                                     <C>         <C>         <C>           <C>              <C>
BALANCES, December 31, 1996             334,300     $10,000     4,590,400     $ 16,770,400     $        --

  Issuance of shares of common
    stock and warrants,
    net of offering costs                    --          --     2,600,000        8,129,000              --
  Conversion to $.001 par
    value stock upon
    Reincorporation                          --          --            --      (24,892,200)     24,892,200
  Repurchase of common stock                 --          --            --               --              --
  Net income                                 --          --            --               --              --
                                        -------     -------     ---------     ------------     -----------
BALANCES, December 31, 1997             334,300      10,000     7,190,400            7,200      24,892,200

  Issuance of common stock warrants          --          --            --               --         112,800
  Issuance of common stock upon
    Acquisitions                             --          --     1,423,300            1,400       5,948,900
  Repurchase of common stock                 --          --            --               --              --
  Common stock cancelled                     --          --       (47,700)            (100)       (238,400)
  Conversion of preferred
    stock into common stock            (265,500)     (7,900)      265,500              300           7,600
  Net income                                 --          --            --               --              --
                                        -------     -------     ---------     ------------     -----------
BALANCES, December 31, 1998              68,800       2,100     8,831,500            8,800      30,723,100

  Issuance of common stock                   --          --         7,200               --          30,000
  Issuance of common stock for
     employee stock purchase plan            --          --            --               --         (13,700)
  Repurchase of common stock                 --          --            --               --              --
  Common stock cancelled                     --          --      (190,600)            (200)       (881,500)
  Conversion of preferred
    stock into common stock             (66,200)     (2,000)       66,200              100           2,000
  Net income                                 --          --            --               --              --
                                        -------     -------     ---------     ------------     -----------
BALANCES, December 31, 1999               2,600     $   100     8,714,300     $      8,700     $29,859,900
                                        =======     =======     =========     ============     ===========
</TABLE>

<TABLE>
<CAPTION>
                                           RETAINED            TREASURY STOCK             TOTAL
                                           EARNINGS         -----------------------    STOCKHOLDERS'
                                           (DEFICIT)        SHARES        AMOUNT          EQUITY
                                          -----------       -------     -----------    -------------
<S>                                       <C>               <C>         <C>            <C>
BALANCES, December 31, 1996               $(4,567,100)           --     $        --     $12,213,300

  Issuance of shares of common
    stock and warrants,
    net of offering costs                          --            --              --       8,129,000
  Conversion to $.001 par
    value stock upon
    Reincorporation                                --            --              --
  Repurchase of common stock                       --         4,800         (24,200)        (24,200)
  Net income                                  402,300            --              --         402,300
                                          -----------       -------     -----------     -----------
BALANCES, December 31, 1997                (4,164,800)        4,800         (24,200)     20,720,400

  Issuance of common stock warrants                --            --              --         112,800
  Issuance of common stock upon
    Acquisitions                                   --            --              --       5,950,300
  Repurchase of common stock                       --       239,600        (938,800)       (938,800)
  Common stock cancelled                           --       (47,700)        238,500              --
  Conversion of preferred
    stock into common stock                        --            --              --              --
  Net income                                2,671,000            --              --       2,671,000
                                          -----------       -------     -----------     -----------
BALANCES, December 31, 1998                (1,493,800)      196,700        (724,500)     28,515,700

  Issuance of common stock                         --            --              --          30,000
  Issuance of common stock for
     employee stock purchase plan                  --       (19,200)         79,800          66,100
  Repurchase of common stock                       --       508,600      (2,299,100)     (2,299,100)
  Common stock cancelled                           --      (190,600)        881,700              --
  Conversion of preferred
    stock into common stock                        --            --              --             100
  Net income                                1,526,000            --              --       1,526,000
                                          -----------       -------     -----------     -----------
BALANCES, December 31, 1999               $    32,200       495,500     $(2,062,100)    $27,838,800
                                          ===========       =======     ===========     ===========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       18
<PAGE>   19

                 TBA ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                         For the Years Ended December 31,
                                                               ---------------------------------------------------

                                                                   1999               1998                1997
                                                               -----------         -----------         -----------
<S>                                                            <C>                 <C>                 <C>
Cash flows from operating activities:
  Net income                                                   $ 1,526,000         $ 2,671,000         $   402,300
  Adjustments to reconcile net income to net cash
    provided by (used in) continuing operations:
        Depreciation and amortization                            1,790,300             679,400             148,900
        Income from discontinued operations                       (329,200)         (1,180,900)           (782,400)
        Undistributed earnings of Joint Venture                   (173,000)           (343,700)            (78,900)
        Deferred tax provision                                    (179,900)           (547,300)                 --
        Changes in operating assets and liabilities,
          net of acquisitions:
            Increase in accounts receivable                       (537,300)           (853,600)           (165,100)
            Decrease in inventories                                108,600                  --                  --
            (Increase) decrease in deferred charges and         (1,099,800)            348,300             186,800
               other current assets
            (Increase) decrease in other assets                    (58,200)              9,900             (33,800)
            (Decrease) increase in accounts payable             (2,397,900)          1,376,900               3,000
                and accrued liabilities
            Increase (decrease) in deferred revenue              2,382,800            (683,100)           (301,200)
                                                               -----------         -----------         -----------
        Net cash provided by (used in) continuing
            operations                                           1,041,400           1,476,900            (620,400)
                                                               -----------         -----------         -----------
Cash flows from investing activities:
  Acquisitions of businesses, net of cash acquired              (3,237,700)         (3,242,900)            124,800
  Net proceeds from dispositions of businesses                   3,337,100          19,393,800                  --
  Expenditures for property and equipment                       (1,051,800)           (599,800)            (48,400)
  Increase in other current assets                                      --            (268,000)                 --
                                                               -----------         -----------         -----------
        Net cash provided by (used in) investing
            activities                                            (952,400)         15,283,100              76,400
                                                               -----------         -----------         -----------
Cash flows from financing activities:
    Proceeds from sale of common stock, net of
      offering costs                                                    --                  --           8,129,000
    Net borrowings on credit lines                                 152,700                  --                  --
    Proceeds from long-term debt                                    73,000                  --           2,750,000
    Repayments of long-term debt                                  (817,900)         (1,216,000)         (1,980,000)
    Repurchase of common stock                                  (2,299,100)           (938,800)            (24,200)
    Issuance of common stock for employee stock
        purchase plan                                               66,100                  --                  --
                                                               -----------         -----------         -----------
        Net cash (used in) provided by financing
            activities                                          (2,825,200)         (2,154,800)          8,874,800
                                                               -----------         -----------         -----------

Net cash used in discontinued operations                                --                  --          (7,534,400)
                                                               -----------         -----------         -----------
Net (decrease) increase in cash and cash equivalents            (2,736,200)         14,605,200             796,400

Cash and cash equivalents - beginning of year                   15,583,800             978,600             182,200
                                                               -----------         -----------         -----------
Cash and cash equivalents - end of year                        $12,847,600         $15,583,800         $   978,600
                                                               ===========         ===========         ===========
Supplemental Cash Flow Information:
Cash paid during the year for interest                         $   282,400         $   347,300         $    24,900
                                                               ===========         ===========         ===========
Cash paid during the year for income taxes                     $ 1,435,700         $        --         $        --
                                                               ===========         ===========         ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       19
<PAGE>   20

                 TBA ENTERTAINMENT CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

1. The Company

        TBA Entertainment Corporation and subsidiaries (the "Company") is a
        diversified communications and entertainment company that produces a
        broad range of business communications, meeting productions and
        entertainment services for corporate meetings, develops and produces
        integrated music marketing programs, manages music industry artists and
        develops and executes merchandising programs for entertainment and
        sporting events. The Company was incorporated in Tennessee in June 1993
        and reincorporated in Delaware in September 1997.

2. Basis of Financial Presentation

        Principles of Consolidation

        The consolidated financial statements include the accounts of the
        Company and its wholly owned subsidiaries. All significant intercompany
        accounts and transactions have been eliminated in consolidation.

        Discontinued Operations

        Prior to 1998, the Company acquired and operated certain businesses that
        were sold in 1998 (Note 7). These businesses included the Nashville
        Country Club Restaurant (opened in November 1994 and sold in December
        1998), the Village at Breckenridge Resort ("Breckenridge Resort")
        (acquired in April 1996 and sold in August 1998) and a 51% controlling
        interest in a group of entities (collectively referred to as "AWC")
        (acquired in July 1997 and sold in May 1998). The sale of these
        businesses has resulted in the reclassification of the operating results
        of these businesses to discontinued operations for all periods
        presented, in accordance with generally accepted accounting principles.

3. Summary of Significant Accounting Policies

        Revenue Recognition

        The Company recognizes revenue when services are completed for an event.
        For those projects that provide for multiple events, the contract
        revenue and costs are apportioned and revenue and profit are recognized
        as each event occurs. Deferred income represents customer deposits on
        future events. Deferred charges represent Company expenditures related
        to future events. For merchandise operations, revenue is recognized when
        the merchandise is shipped or sold to a customer.

        Costs Related to Revenue

        Costs related to revenue is comprised of all direct costs associated
        with the production of an event, including talent fees, contracted
        services, equipment rentals and costs associated with the production of
        audio-visual effects. Such costs are deferred until the event occurs.
        Cost of merchandise revenue is comprised of the direct costs of the
        merchandise sold.

        Cash and Cash Equivalents

        Cash and cash equivalents consist primarily of cash in banks and highly
        liquid investments purchased with an original maturity of three months
        or less. Cash and cash equivalents' carrying amounts approximate fair
        value. The Company holds its investments in highly qualified financial
        institutions.

        Inventories

        Inventories consist primarily of finished merchandise product, and are
        stated at the lower of cost or market, determined using the first-in,
        first-out (FIFO) basis.

                                       20
<PAGE>   21

        Property and Equipment

        Property and equipment consists of the following as of December 31, 1999
and 1998:

<TABLE>
<CAPTION>
                                                                 1999               1998
                                                              ----------         ----------
<S>                                                           <C>                <C>
Land .................................................        $  388,000         $  388,000
Buildings and leasehold improvements .................           577,900            236,800
Furniture, fixtures and equipment ....................         2,806,100          1,424,300
                                                              ----------         ----------
                                                               3,772,000          2,049,100
Less - accumulated depreciation and amortization .....          (834,500)          (195,500)
                                                              ----------         ----------
Property and equipment, net ..........................        $2,937,500         $1,853,600
                                                              ==========         ==========
</TABLE>

    Property and equipment are recorded at cost and are depreciated or amortized
    using the straight-line method, over the following estimated useful lives:

<TABLE>
<S>                                                    <C>
         Building and leasehold improvements ......    3-25 years
         Furniture, fixtures and equipment ........    3-5  years
</TABLE>

        The Company follows the policy of capitalizing expenditures that
        materially increase asset lives and charges ordinary maintenance and
        repairs to operations as incurred.

        Goodwill

        Goodwill represents the excess of purchase price and related costs over
        the value assigned to the net tangible assets of businesses acquired.
        Goodwill is being amortized on a straight-line basis over periods
        ranging from 5 to 20 years. Periodically, the Company reviews the
        recoverability of goodwill. The measurement of possible impairment is
        based primarily on the ability to recover the balance of goodwill from
        expected future operating cash flows on an undiscounted basis. In
        management's opinion, no impairment exists at December 31, 1999.
        Accumulated amortization expense was, $1,822,400, $629,200 and $124,800
        as of December 31, 1999, 1998 and 1997, respectively.

        Accounts Payable and Accrued Liabilities

        Accounts payable and accrued liabilities consists of the following at
        December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                          1999               1998
                                                      -----------         ----------
<S>                                                   <C>                 <C>
         Accounts payable ........................    $ 1,511,500         $1,131,200

         Accrued payroll and related taxes .......        455,300          1,128,000

         Due to sellers of acquired businesses ...        522,900            546,500

         Income taxes payable ....................             --            590,500

         Other accrued expenses ..................      1,275,800            903,200
                                                      -----------         ----------
                                                      $ 3,765,500         $4,299,400
                                                      ===========         ==========
</TABLE>

        Income Taxes

        Deferred income tax assets and liabilities are recognized based on
        enacted tax laws for any temporary differences between financial
        reporting and tax bases of assets, liabilities and carryforwards.
        Deferred tax assets are reduced by a valuation allowance if it is more
        likely than not that some or all of the deferred tax asset will be
        realized.


                                       21
<PAGE>   22

        Earnings (Loss) per Common Share

        The following table sets forth the computation of basic and diluted
        earnings per common share for the years ended December 31, 1999, 1998
        and 1997:

<TABLE>
<CAPTION>
                                                             1999              1998              1997
                                                          ----------        ----------        ----------
<S>                                                       <C>               <C>               <C>
Basic Earnings Per Common Share:
Net income (loss) from continuing operations .....        $1,196,800        $1,490,100        $ (380,100)
Weighted average common stock outstanding ........         8,495,200         7,851,600         5,680,300
                                                          ----------        ----------        ----------
Basic earnings (loss) per common share ...........        $     0.14        $     0.19        $    (0.07)
                                                          ----------        ----------        ----------
Diluted Earnings Per Common Share:
Net income (loss) from continuing operations .....        $1,196,800        $1,490,100        $ (380,100)
                                                          ----------        ----------        ----------
Weighted average common stock outstanding ........         8,495,200         7,851,600         5,680,300

Additional common stock resulting from
  dilutive securities:
  Preferred Stock ................................             2,600           224,200           334,300
  Weighted average contingent common stock issued
    in acquisition. ..............................                --           163,500           310,000
  Stock options and warrants .....................            42,200             4,200                --
                                                          ----------        ----------        ----------
Weighted average common stock and dilutive
  securities outstanding .........................         8,540,000         8,243,500         6,324,600
                                                          ----------        ----------        ----------
Diluted earnings (loss) per common share .........        $     0.14        $     0.18        $    (0.06)
                                                          ==========        ==========        ==========
</TABLE>

        Options and warrants to purchase 1,886,500, 2,519,000 and 2,264,000
        shares of common stock in 1999, 1998 and 1997, respectively, were not
        considered in calculating diluted earnings per share as their inclusion
        would have been anti-dilutive.

        Use of Estimates in Preparation of Financial Statements

        The preparation of 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 reported period. Actual
        results could differ from those estimates.


                                       22
<PAGE>   23

4. Debt

Long-term debt of the Company consists of the following as of December 31, 1999
and 1998:

<TABLE>
<CAPTION>
                                                                                                        1999                1998
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>
        Acquisition notes payable, interest at 8%, unsecured ...............................        $ 4,580,600         $ 2,908,000

        Note payable to a bank, interest at the bank's prime rate plus 0.25%
        (8.5% at December 31, 1999), due in monthly installments with a balloon
        payment in December 2000, secured by a pledge of the common stock of a subsidiary ..          1,516,700           2,080,000

        Mortgage note payable to a bank, interest at 8.25%, due in monthly
        installments through December 2011, secured by land and building ...................            311,500             324,900


        Equipment notes payable, interest ranging from 7.57% to 11.58%, due in
        monthly installments with various maturity dates through July 2003, secured by
        equipment ..........................................................................            315,500             202,400
                                                                                                    -----------         -----------
                                                                                                      6,724,300           5,515,300
        Less-current portion ...............................................................         (3,004,700)           (759,600)
                                                                                                    -----------         -----------
                                                                                                    $ 3,719,600         $ 4,755,700
                                                                                                    ===========         ===========
</TABLE>

        Future annual maturities of long-term debt consists of the following as
        of December 31, 1999:

                  <TABLE>
                  <CAPTION>
                  Year Ending
                  December 31,
                  ------------
                  <S>                               <C>
                  2000..........................    $3,004,700
                  2001..........................     1,335,100
                  2002..........................     1,047,500
                  2003..........................       783,400
                  2004..........................       266,800
                  Thereafter....................       286,800
                                                    ----------
                                                    $6,724,300
                                                    ==========
</TABLE>

        In October 1999, a subsidiary of the Company entered into a revolving
        credit facility with a bank. The facility provides for maximum
        borrowings of $500,000 to be used for working capital purposes of the
        subsidiary. Borrowings on the facility accrue interest at the bank's
        prime rate (8.5% at December 31, 1999) and are secured by all business
        assets of the subsidiary. The line of credit terminates in May 2001. As
        of December 31, 1999, $323,300 was outstanding under of the line of
        credit, which amount is included in notes payable and current portion of
        long-term debt in the accompanying consolidated balance sheets.

        The Company recognized interest expense of $443,100, $307,700 and
        $166,400 related to long-term debt for the years ended December 31,
        1999, 1998 and 1997, respectively.

5. Investment in Warner/TBA Joint Venture

        Through December 31, 1999, the Company owned a 50% interest in a joint
        venture with Warner Custom Music Corp. ("Warner"). The joint venture,
        Warner/TBA (formerly Warner/Avalon), developed and coordinated live,
        sponsored music entertainment marketing tours and programs and related
        projects and generated revenues primarily from third party corporate
        sponsorships. Warner/TBA recognized revenue by amortizing the contract
        sponsorship funds over the life of the related programs, which ranged
        from single day events to tours lasting several months.

        Effective December 31, 1999, the formal joint venture agreement with
        Warner reached the end of its term. Pursuant to an agreement with
        Warner, the net assets of Warner/TBA will be distributed to TBA. TBA
        will continue to execute entertainment marketing programs previously
        developed by Warner/TBA and will pay Warner a net profits interest for
        certain of the 2000 programs. In 1999, the Company recognized a gain of
        $250,000 related to the distribution of the net assets of Warner/TBA,
        which amount is included in Equity in income of Joint Venture in the
        accompanying consolidated statements of operations.


                                       23
<PAGE>   24
        Through December 31, 1999, the Company accounted for the investment in
        Warner/TBA using the equity method of accounting. Summary unaudited
        statements of operations data of Warner/TBA are as follows:

<TABLE>
<CAPTION>
                                              For the Years Ended December 31,
                                        --------------------------------------------
                                           1999             1998             1997
                                        ----------      -----------      -----------
<S>                                     <C>             <C>              <C>
         Revenues ................      $8,178,600      $ 8,852,500      $10,831,700
         Net (loss) income .......      $ (154,000)     $   687,500      $   220,800
</TABLE>

        Summary unaudited balance sheet data of Warner/TBA consists of the
        following as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                           1999             1998
                                        ----------      -----------
<S>                                     <C>             <C>
         Current assets ..........      $  619,900      $   981,800
         Non-current assets ......         155,900          304,500
         Current liabilities .....         211,500          568,000
         Partners' capital .......         564,300          718,300
</TABLE>

        As of December 31, 1999, the Company had a receivable from Warner/TBA of
        $56,900.

        During 1999, the two largest customers accounted for 51% and 30% of
        gross revenues of Warner/TBA. In 1998, affiliates of Warner accounted
        for 60% of the gross revenues of Warner/TBA. The next two largest
        customers accounted for 21% and 16% of gross revenues of Warner/TBA. In
        1997, the two largest customers accounted for 68% and 29% of gross
        revenues of Warner/TBA.

6. Acquisitions

        During 1997, 1998 and 1999, the Company completed the following
        acquisitions:


<TABLE>
<CAPTION>
                                                                                                            Value of         Number
                                                                             Cash         Acquisition    Common Stock     of Shares
                     Company                          Date Acquired     Consideration    Notes Payable      Issued         Issued
                     -------                          -------------     -------------    -------------   ------------     ---------
<S>                                                   <C>               <C>              <C>             <C>              <C>
1997 Acquisition:
   TBA Entertainment Group Nashville, Inc.             April 1997         $  400,000       $2,480,000     $1,781,600        445,400
       (formerly Avalon Entertainment Group, Inc.)

1998 Acquisitions:
   Titley Spalding & Associates, LLC ("TSA")           June 1998           1,000,000               --        754,700        175,000
   TBA Entertainment Group Chicago, Inc.               August 1998         1,450,000        1,550,000      2,000,000        414,000
       (formerly Corporate Productions, Inc.)
   TBA Entertainment Group Phoenix, Inc.               September 1998        687,000          458,000        230,000         60,000
       (formerly Image Entertainment
       Productions, Inc.)
   TBA Entertainment Group Dallas, Inc.                October 1998        1,273,000          900,000      1,087,000        307,000
       (formerly Magnum Communications, Inc.)
   TKS Marketing, Inc. ("TKS")                         December 1998         625,000               --             --             --

1999 Acquisitions:
    Karin Glass & Associates, Inc. and affiliated      March 1999          2,300,000               --             --             --
        Companies
    Mike Atkins Management, Inc.                       December 1999         700,000          700,000             --             --
</TABLE>

        During the remainder of 1998 and continuing through a portion of 2003
        (the "Earnout Period"), the sellers of TSA and TKS will be paid
        additional sales price consideration based on the earnings of TSA and
        TKS during each of the years in the Earnout Period. The maximum
        additional purchase price is $5,755,000 for TSA and $625,000 for TKS.
        Subsequent to 1998, the additional purchase price will be paid 60% in
        cash and 40% in notes payable which are payable in semi-annual
        installments with 8% interest over a 5-year period. Additional
        consideration paid during the Earnout Period will be recorded as
        goodwill and amortized over the remaining period of the original 10-year
        amortization period, which commenced on the respective acquisition date.
        For 1998, additional purchase price payable to the sellers of TSA
        totaled $546,500 and was paid entirely in cash in 1999. For 1999,
        additional purchase price payable to the sellers of TSA and TKS totaled
        $756,800 and $114,700, respectively, and are included in accrued
        liabilities and long-term debt in the accompanying consolidated balance
        sheets.

        On March 17, 1999, the Company acquired 100% of the common stock of
        Karin Glass & Associates, Inc. and affiliated companies (collectively,
        "KGA"), for a maximum purchase price of approximately $3,200,000. The
        purchase price paid at closing included a cash payment of $2,300,000 and
        the issuance of 221,500 shares of common stock of the Company valued at
        $900,000. The purchase price paid at closing was subject to reduction
        based on the earnings of KGA during each of the years 1999 and 2000. The
        sellers pledged their shares of common stock of the Company as
        collateral during the earn-out period.


                                       24
<PAGE>   25

        Based on the earnings of KGA in 1999 and other factors, in December
        1999, the sellers of KGA agreed to return the 221,500 shares of common
        stock originally issued to them in March 1999. Accordingly, the final
        purchase price for KGA totaled $2,300,000.

        On December 6, 1999, the Company acquired 100% of the common stock of
        Mike Atkins Management, Inc. ("Atkins") for a maximum purchase price of
        $1,400,000. The purchase price paid at closing included a cash payment
        of $1,000 and the issuance of $1,399,000 in aggregate amount of
        promissory notes. One promissory note, totaling $699,000 was repaid in
        January 2000. The remaining $700,000 promissory note is subject to
        reduction based on the earnings of Atkins during each of the years 2000
        through 2004. This promissory note accrues interest at 8% and is payable
        in four equal annual installments of principal plus accrued interest,
        commencing April 2001.

        The accounting for the above-mentioned acquisitions is in accordance
        with the purchase method of accounting. The operations of the acquired
        businesses are included in the accompanying consolidated statements of
        operations from their respective acquisition dates. The purchase price
        for each acquisition has been allocated to the assets acquired and
        liabilities assumed based on their estimated fair values on the
        respective acquisition date.

        Operating results of each of the KGA and Atkins acquisitions and the
        1998 Acquisitions are included in the accompanying consolidated
        statements of operations from their respective acquisition dates. The
        following unaudited pro forma financial information represents the
        consolidated results for the years ended December 31, 1999 and 1998, as
        if the acquisitions had occurred as of the beginning of such year. The
        pro forma results reflect certain adjustments, including amortization of
        the excess purchase price over fair value of net assets acquired,
        interest expense on the acquisition debt and adjustments to salaries and
        ownership distributions to former owners.

        The pro forma results are not necessarily indicative of what actually
        would have occurred if the acquisitions had been completed as of the
        beginning of each of the periods presented, nor are they necessarily
        indicative of future consolidated results.

<TABLE>
<CAPTION>
                                                      Unaudited Pro Forma
                                               For the Years Ended December 31,
                                               --------------------------------
                                                   1999            1998
                                                ----------      -----------
<S>                                             <C>             <C>
         Total revenues ....................    $ 50,345,400    $ 49,296,200
         Income from continuing operations .    $  1,196,800    $  1,702,200
         Earnings per common share:
           Basic ...........................    $       0.14    $       0.20
           Diluted .........................    $       0.14    $       0.19

</TABLE>

        The above calculations of pro forma basic and diluted earnings per
        common share assumes that the following number of weighted average
        shares were outstanding:

<TABLE>
<CAPTION>
                                                   1999            1998
                                                ----------      -----------
                                                        (Unaudited)
<S>                                             <C>             <C>
           Basic ...........................      8,495,200       8,633,900
           Diluted .........................      8,540,000       8,861,900

</TABLE>

7. DISPOSITIONS

        AWC

        Effective July 31, 1997, the Company acquired a 51% controlling interest
        in AWC. The remaining 49% of AWC was owned by a group of individuals who
        became officers and stockholders of the Company. The purchase price
        included a $7 million cash payment with proceeds from the Company's 1997
        stock offering. Including acquisition costs, the total purchase price
        for AWC was $7,862,900. The acquisition was accounted for using the
        purchase method of accounting and, accordingly, the purchase price was
        allocated to the assets acquired and the liabilities assumed based on
        their estimated fair values on the date of acquisition.

        On May 13, 1998, the Company sold its 51% controlling interest in
        certain of the AWC businesses to an unaffiliated third party (the
        "buyer") for $9,915,000 in cash before applicable transaction expenses.
        The individuals that owned the remaining 49% of AWC also sold their
        interest in these businesses to the buyer. The Company recognized a
        one-time pre-tax gain of $1,445,000 as a result of the sale of its
        interest in these businesses.

        Net operations attributable to those business of AWC included in the
        sale to the buyer from the July 31, 1997 acquisition date through the
        May 13, 1998 sale date, are included in discontinued operations in the
        accompanying consolidated statements of operations. The following is a
        summary of the revenue and expenses related to these businesses for the
        years ended December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                   1998            1997
                                                ----------      -----------
<S>                                             <C>             <C>
         Revenues ..........................    $2,462,800      $13,204,000

         Operating expenses ................     3,579,000       10,830,700
         Depreciation and amortization .....       261,600          300,300
         Interest expense, net .............        36,600           40,200
         Income tax (benefit) expense ......      (189,800)         351,800
         Minority interest in net
         (loss) income of AWC ..............      (552,100)       1,319,400
                                                ----------      -----------
         Net (loss) income from discontinued
           operations attributable to the
           Company .........................    $ (672,500)     $   361,600
                                                ==========      ===========
</TABLE>

        Breckenridge Resort

        In July 1998, Village at Breckenridge Acquisition Corp. ("VABAC"), a
        wholly owned subsidiary of the Company and owner and operator of the
        Breckenridge Resort, entered into an agreement with an unaffiliated
        third party developer (the "Development Agreement"). Pursuant to the
        Development Agreement, VABAC agreed to sell a portion of the assets
        comprising the Breckenridge Resort to the Developer for $10,000,000. The
        sale was contingent upon the developer receiving approval of the
        development plan. The sale of these assets was completed in April 1999.

        In a simultaneous transaction, the Company entered into an agreement to
        sell 100% of the common stock of VABAC to Vail Summit Resorts, Inc.
        ("Vail") for $34,000,000. Vail, by virtue of its acquisition of VABAC,
        also acquired the rights and obligations of the Development Agreement.
        The sale of the common stock of VABAC was consummated on August 12,
        1998. The proceeds from the sale were distributed as follows:
        $19,762,300 to repay indebtedness at the Breckenridge Resort,


                                       25
<PAGE>   26

        $3,000,000 to an escrow account, $11,013,170 to the Company and the
        remainder to pay closing costs. The Company was entitled to the
        $3,000,000 held in escrow upon the sale of the assets pursuant to the
        Development Agreement, which occurred in April 1999. As of December 31,
        1998, the Company recorded a receivable for a portion of the escrow
        amount, totaling $2,121,200, which amount represented the Company's
        remaining investment in VABAC after receipt of the August 12, 1998 sale
        proceeds. This amount was reflected in "net short-term assets from the
        sale of discontinued operations" in the accompanying consolidated
        balance sheets. The Company received the entire $3,000,000 in April 1999
        and, accordingly, recognized a gain of $329,200 related to the sale of
        VABAC, net of expenses related to the sale of discontinued operations
        and net of income taxes.

        Nashville Restaurant

        In December 1998, the Company sold substantially all of the assets of
        the Nashville restaurant to an unaffiliated third party for $3,450,000.
        The assets included the Company's leasehold interest in land on which
        the Nashville restaurant was located, the building and equipment and an
        adjacent parking structure. The Company recognized a loss on the sale of
        the Nashville Restaurant of $248,500 in 1998.

        As a result of the sale of the Breckenridge Resort and the Nashville
        restaurant, together which previously comprised the Company's Resort
        Division, the operations of the Resort Division have been reclassified
        to discontinued operations for all periods presented. The following is a
        summary of the revenues and expenses related to the Resort Division for
        the years ended December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                       1998            1997
                                                    -----------    -----------
<S>                                                 <C>            <C>
         Revenues..............................     $16,350,400    $23,791,800

         Operating expenses....................      13,925,100     20,731,100
         Depreciation and amortization.........         710,200        947,100
         Interest expense, net.................       1,058,200      1,692,800
                                                    -----------    -----------
         Net income from discontinued operations    $   656,900    $   420,800
                                                    ===========    ===========
</TABLE>

8. Stockholders' Equity

        Preferred Stock

        The Company is authorized to issue 1,000,000 shares of $.001 par value
        preferred stock. The Company has designated 557,100 shares of the
        authorized preferred stock as Series A Convertible Preferred Stock
        ("Series A Preferred Stock"), of which 334,300 shares were previously
        issued and are non-voting. The shares are convertible into common stock
        on a one-for-one basis. In 1999 and 1998, 66,200 and 265,500 shares,
        respectively, of Series A Preferred Stock were converted into shares of
        common stock.

        Common Stock and Common Stock Warrants

        In April 1996, the Company completed an offering of 1,351,500 units,
        each consisting of two shares of common stock and one redeemable common
        stock purchase warrant. The redeemable warrants are detachable and
        separately transferable. Each redeemable warrant entitles the holder to
        purchase one share of common stock at a price of $6.25 per share until
        April 2001, and is redeemable by the Company at $0.50 per warrant under
        certain conditions. In connection with this offering, the underwriter
        was also granted a warrant to acquire up to 120,000 units at $15.50 per
        unit. The warrants issued in 1996 were outstanding at December 31, 1999.

        In July 1997, the Company issued 2,600,000 shares of its common stock in
        a public offering. In connection with this offering, the underwriter was
        granted a warrant to acquire up to 130,000 shares of common stock at
        $4.20 per share until July 2002. These warrants were outstanding as of
        December 31, 1999.

        At December 31, 1999, the Company also had other outstanding warrants to
        purchase 75,000 shares of common stock at an exercise price of $4.38 per
        share, expiring in September 2002.

        In August 1998, the board of directors authorized the repurchase, at
        management's discretion, of up to 1,000,000 shares of the Company's
        common stock until August 1999. The board of directors extended the
        stock repurchase program until December 31,


                                       26
<PAGE>   27

        1999. The Company's repurchases of shares of common stock are recorded
        as treasury stock and result in a reduction of stockholders' equity. In
        1998, the Company had repurchased 196,700 shares of common stock for
        total consideration of $724,500, pursuant to the stock repurchase
        program. In 1999, the Company repurchased an additional 508,600 shares
        for total consideration of $2,299,100.

        Stock Options

        In 1995 and 1996, the Company granted 80,000 non-qualified options to
        key employees and directors of which 30,000 have been cancelled as of
        December 31, 1999. In 1997 and 1998, the Company established two stock
        option plans that provide for the granting of either incentive stock
        options or non-qualified stock options to key employees, officers and
        directors of the Company. Under the two plans, the Company may grant a
        total of 1,000,000 stock options at prices not less than the fair market
        value on the date of grant, with expiration dates not exceeding ten
        years. As of December 31, 1999, the Company has granted 785,750
        incentive stock options pursuant to these plans.

        Information relating to stock options is as follows:

<TABLE>
<CAPTION>
                                                              Shares Under     Weighted-Average
                                                                Options         Exercise Price
                                                              ------------     ----------------
<S>                                                           <C>              <C>
         Options outstanding at December 31, 1996 .....          80,000              $5.31
           Cancelled ..................................         (30,000)              5.00
           Granted ....................................         300,000               5.28
                                                               --------
         Options outstanding at December 31, 1997 .....         350,000               5.31
           Cancelled ..................................        (298,000)              5.38
           Granted ....................................         520,000               4.12
                                                               --------
         Options outstanding at December 31, 1998 .....         572,000               4.23
                                                               --------
            Cancelled .................................          (2,000)              5.50
            Granted ...................................         235,750               4.21
         Options outstanding at December 31, 1999 .....         805,750               4.22
                                                               ========
         Options exercisable at December 31, 1999 .....         739,000               4.25
                                                               ========
</TABLE>

        As of December 31, 1999, the exercise price of options outstanding
        ranged from $3.78 to $5.50 and the weighted average remaining
        contractual life of the options was 6.4 years.

        The Company applies APB Opinion No. 25 ("Accounting for Stock Issued to
        Employees") and related interpretations in accounting for stock options;
        accordingly, no compensation cost has been recognized in the
        accompanying consolidated statements of operations for options issued.
        Had compensation cost been determined based on the fair value of the
        stock options at grant date consistent with the method of Statement of
        Financial Accounting Standards No. 123 ("SFAS 123"), the Company's net
        income (loss) from continuing operations and net income (loss) per share
        would have been the unaudited pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                For the Years Ended December 31,
                                                          -------------------------------------------
                                                             1999            1998            1997
                                                          ----------      ----------      -----------
         Net income (loss) from continuing operations:
<S>                                                       <C>             <C>             <C>
             As reported.......................           $1,196,800      $1,490,100      $ (380,100)
             Pro forma (unaudited).............              929,000       1,250,600        (813,200)
         Basic earnings per common share:
             As reported.......................                 0.14            0.19           (0.07)
             Pro forma (unaudited).............                 0.11            0.16           (0.14)
         Diluted earnings per common share:
             As reported.......................                 0.14            0.18           (0.06)
             Pro forma (unaudited).............                 0.11            0.15           (0.13)
</TABLE>

        As required by SFAS 123, the Company provides the following disclosure
        of hypothetical values for these awards. The weighted-average grant-date
        fair value of options granted during 1999, 1998 and 1997 was estimated
        to be $1.83, $1.70 and $1.51, respectively.

        The fair value of each option grant was estimated on the date of grant
        using a Black-Scholes option-pricing model with the following weighted
        average assumptions for 1999, 1998 and 1997, respectively; risk free
        interest rates of 6.67, 5.67 and 6.70 percent; expected lives of 3
        years; volatility of 55 percent, 64 percent and 40 percent and no
        assumed dividends. Additional adjustments are made for assumed
        cancellations and expectations that shares acquired through the exercise
        of options are held during employment.


                                       27
<PAGE>   28

9. Income Taxes

        The provision for income taxes consists of the following for the years
        ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                  1999        1998
                               ---------   ---------
<S>                            <C>         <C>
Current
   Federal ...............     $ 816,800   $ 373,200
   State .................       149,100     363,700
Deferred
   Federal ...............      (145,300)   (465,200)
   State .................       (25,600)    (82,000)
                               ---------   ---------
Total ....................     $ 790,000   $ 189,700
                               ---------   ---------
</TABLE>

        A reconciliation of the difference between the statutory federal tax
        rate and the Company's effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                       For  the Years Ended December 31,
                                                       --------------------------------
                                                            1999             1998
                                                         -----------     -----------
<S>                                                      <C>             <C>
Income taxes at statutory federal rate ..............    $   675,500     $ 1,085,400
State income tax, net of federal tax benefit ........         99,300         191,500
Non-deductible goodwill amortization ................        250,900         189,400
Change in valuation allowance .......................       (174,900)     (1,415,100)
Other ...............................................        (60,800)        138,500
                                                         -----------     -----------
Income tax provision ................................    $   790,000     $   189,700
                                                         ===========     ===========
</TABLE>

        Deferred income taxes reflect the net tax effects of temporary
        differences between the carrying amounts of assets and liabilities for
        financial reporting purposes and the amounts used for income tax
        purposes. Realization of the future tax benefits related to the deferred
        tax assets is dependent on many factors, including the Company's ability
        to generate taxable income within the net operating loss carryforward
        period. Management has considered these factors in reaching its
        conclusion as to the valuation allowance for financial reporting
        purposes. The income tax effect of temporary differences comprising the
        deferred tax assets and liabilities as of December 31, 1999 and 1998 are
        as follows:


                                       28
<PAGE>   29

<TABLE>
<CAPTION>
                                                                          1999        1998
                                                                       ---------   ----------
<S>                                                                    <C>         <C>
Deferred tax assets:
         Net operating loss carryforwards ........................     $ 249,300   $   60,000
         Deferred gain on sale of discontinued operations ........            --      406,100
         Accrued payroll related costs ...........................        62,100      242,400
         Deferred costs ..........................................            --       19,400
         Accrued professional fees ...............................        85,000           --
         Other ...................................................       111,200       91,800
                                                                       ---------   ----------
                                                                         507,600      819,700
Deferred tax liabilities:
         Accelerated depreciation for tax ........................       (91,200)     (57,500)
                                                                       ---------   ----------
Net deferred tax asset ...........................................       416,400      762,200
Valuation allowance ..............................................       (40,000)    (214,900)
                                                                       ---------   ----------
                                                                       $ 376,400   $  547,300
                                                                       =========   ==========
</TABLE>

        During 1999 and 1998, the valuation allowance for net deferred tax
        assets was reduced by $174,900 and $1,415,100 due to the use of
        net operating loss carryforwards.

10. Commitments and Contingencies

        Operating Leases

        The Company leases office space under non-cancelable operating lease
        agreements expiring in various years through 2006.

        Commitments for operating leases:

                    <TABLE>
                    <S>                        <C>
                     2000.................     $  819,600
                     2001.................        786,200
                     2002.................        717,000
                     2003.................        649,300
                     2004.................        567,800
                     Thereafter...........      1,189,700
                                               ----------
                                               $4,729,600
                                               ==========
                    </TABLE>

        The Company incurred rent expense of approximately $680,200, $285,300
        and $95,800 for the years ended December 31, 1999, 1998 and 1997,
        respectively.

        Contingencies

        The Company is a party to legal proceedings incidental to its business.
        Certain claims, suits or complaints arising out of the normal course of
        business have been filed or were pending against the Company. Although
        it is not possible to predict the outcome of such litigation, based on
        the facts known to the Company and after consultation with legal
        counsel, management believes that such litigation will not have a
        material adverse effect on its financial position or results of
        operations.

11. Business Segment Information

        The Company classifies its operations into four major business segments
        within the entertainment services industry: corporate communications &
        entertainment, entertainment marketing & special events, artist
        management and event merchandising. The corporate communications &
        entertainment division provides a broad range of business
        communications, meeting production, entertainment and event production
        services. The entertainment marketing & special events division creates
        and executes innovative entertainment marketing and special event
        initiatives including music tours, fairs and festivals, television
        broadcasts and syndicated radio specials. The artist management division
        manages the negotiation of recording, touring, merchandising and
        performance contracts, and the development of long-term career
        strategies for music industry artists. The event merchandising division
        creates and executes high-impact merchandising programs for
        entertainment and sporting events, institutional organizations and
        celebrity clients.

        Each of the business divisions is managed separately and offers
        different products and services. The Company does not internally report
        separate identifiable assets by division. The Company evaluates
        performance of each division based on several factors, of which the
        primary financial measure is EBITDA, including equity in earnings of
        joint ventures. EBITDA is defined as earnings before interest, taxes and
        depreciation and amortization. The accounting policies of the divisions
        are the same as


                                       29
<PAGE>   30

        those described in the summary of significant accounting policies.
        Summarized financial information concerning the Company's reportable
        segments is shown in the following table (in thousands):

<TABLE>
<CAPTION>
                                     Corporate      Entertainment
                                  Communications     Marketing &      Artist          Event
                                  & Entertainment  Special Events   Management    Merchandising      Corporate          Total
                                  ---------------  --------------   ----------    -------------      ---------        --------
<S>                               <C>              <C>              <C>           <C>                <C>              <C>
1999:

Revenues                             $ 34,174         $ 1,568         $ 2,876         $ 9,545         $    --         $ 48,164
                                     ========         =======         =======         =======         =======         ========
EBITDA, including equity in
   earnings of joint ventures        $  3,371         $   (48)        $ 1,650         $   301         $(1,763)        $  3,511
Depreciation and amortization          (1,139)            (63)           (242)           (255)            (91)          (1,790)
Net interest income                       106              --              --               4             156              266
                                     --------         -------         -------         -------         -------         --------
Income from continuing
   operations before
   income taxes                      $  2,338         $  (111)         $1,408         $    50         $(1,698)        $  1,987
                                     ========         =======         =======         =======         =======         ========

1998:

Revenues                             $ 23,462         $   838         $ 1,721         $ 1,252         $    --         $ 27,273
                                     ========         =======         =======         =======         =======         ========
EBITDA, including equity in
   earnings of joint ventures        $  2,596         $   (84)        $ 1,069         $  (208)        $(1,158)        $  2,215
Depreciation and amortization            (429)           (123)            (94)             (6)            (27)            (679)
Net interest income                        77              --              --               9              58              144
                                     --------         -------         -------         -------         -------         --------
Income (loss) from continuing
   operations before income taxes    $  2,244         $  (207)        $   975         $  (205)        $(1,127)        $  1,680
                                     ========         =======         =======         =======         =======         ========

1997:

Revenues                             $  6,263         $    --         $   155         $    19         $    --         $  6,437
                                     ========         =======         =======         =======         =======         ========
EBITDA, including equity in
   earnings of joint ventures        $    594         $   (90)        $    63         $     9         $  (654)        $    (78)
Depreciation and amortization            (147)             --              --              --              (2)            (149)
Net interest income (expense)              13              --              --              --            (166)            (153)
                                     --------         -------         -------         -------         -------         --------
Income (loss) from continuing
   operations before income taxes    $    460         $   (90)        $    63         $     9         $  (822)        $   (380)
                                     ========         =======         =======         =======         =======         ========
</TABLE>

12. Subsequent Events

        2000 Acquisition

        On January 3, 2000, the Company acquired 100% of the common stock of
        Romeo Entertainment Group, Inc. ("Romeo"), for a maximum purchase price
        of $6,750,000. The purchase price paid at closing included a cash
        payment of $3,475,000, the issuance of 142,300 shares of common stock of
        the Company valued at $750,000 and the issuance of two promissory notes
        totaling $2,525,000. The principal amount of the promissory note for
        $2,025,000 is subject to reduction based on the earnings of Romeo during
        each of the years 2000 through 2004. The promissory notes accrue
        interest at 8% and are payable in four equal annual installments of
        principal plus accrued interest, commencing April 30, 2001.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

   The information required by this Item regarding the directors and executive
officers of the Company will be included in the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A in connection with the
Company's 2000 annual meeting of stockholders and is incorporated herein by
reference thereto.


                                       30
<PAGE>   31

ITEM 11. EXECUTIVE COMPENSATION.

        The information required by this Item regarding the directors and
executive officers of the Company will be included in the Company's definitive
Proxy Statement to be filed pursuant to Regulation 14A in connection with the
Company's 2000 annual meeting of stockholders and is incorporated herein by
reference thereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The information required by this Item will be included in the Company's
definitive Proxy Statement to be filed pursuant to Regulation 14A in connection
with the Company's 2000 annual meeting of stockholders and is incorporated
herein by reference thereto.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The information required by this Item will be included in the Company's
definitive Proxy Statement to be filed pursuant to Regulation 14A in connection
with the Company's 2000 annual meeting of stockholders and is incorporated
herein by reference thereto.


                                       31
<PAGE>   32

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Exhibits.

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                                         DESCRIPTION OF DOCUMENT
      -------                                                        -----------------------
<S>                 <C>      <C>
      2.1(1)         --      Merger Agreement between TBA Entertainment Corporation and Avalon Acquisition Corp., Inc. and Avalon
                             Entertainment Group, Inc.

      2.2(2)         --      Purchase Agreement between TBA Entertainment Corporation, Titley Spalding & Associates, LLC, Clarence
                             Spalding and Robert R. Titley dated June 18, 1998.

      2.3(3)         --      Purchase Agreement between TBA Entertainment Corporation and SFX Entertainment, Inc. and AWC
                             Acquisition Corp. dated May 13, 1998.

      2.4(4)         --      Stock Purchase Agreement between TBA Entertainment Corporation, Magnum Communications, Inc, William R.
                             Cox, Gary A. Larr, Charles A. Barry and Lon M. Hudman dated October 15, 1998.

      2.5(5)         --      Merger Agreement among TBA Entertainment Corporation, CPI Acquisition Corp., Inc., Richard S. Smith,
                             Richard W. Perry, Pamela J. Furmanek and Corporate Productions, Inc. dated August 11, 1998.

      2.6(6)         --      Stock Purchase Agreement among TBA Entertainment Corporation, Kenneth C. Koziol and Image Entertainment
                             Productions dated September 15, 1998.

      2.7(7)                 Stock Purchase Agreement among TBA Entertainment Corporation, Karin Glass & Associates, Inc., Ink Up,
                             Inc., KGA, Inc., Karin Glass and Kenneth Glass dated March 18, 1999.

      3.1(8)         --      Certificate of Incorporation of the Company.

      3.2(9)         --      Bylaws of the Company.

      4.1(10)        --      Specimen Common Stock Certificate.

      4.2(11)        --      Article IX of the Certificate of Incorporation of the Company (included in Exhibit 3.1).

      4.3(12)        --      Certificate of Designation of Series A Convertible Preferred Stock of the Company.

      4.4(13)        --      Specimen Warrant Certificate.

     10.1(14)        --      Purchase and Sale Agreement between TBA Entertainment Corporation and Vail Summit Resorts, Inc. dated
                             July 10, 1998.

     10.2(15)        --      Employment Agreement dated as of January 1, 1994 between the Company and Thomas Jackson Weaver III.

     10.3(16)        --      Employment Agreement dated as of January 1, 1994 between the Company and Prab Nallamilli.

     10.4(17)        --      Stock Purchase Warrant dated February 24, 1994 between the Company and Yee, Desmond, Schroeder & Allen,
                             Inc.

     10.5(18)        --      Form of Indemnification Agreement between the Company and each of the directors and executive officers.

     10.6(19)        --      TBA Entertainment Corporation 1995 Stock Option Plan.

     10.7(20)        --      Form of Stock Option Agreement for options granted under the 1995 Stock Option Plan.

     10.8(21)        --      TBA Entertainment Corporation 1997 Stock Option Plan.

     10.9(22)        --      Form of Stock Option Agreement for options granted under the 1997 Stock Option Plan.

     10.10(23)       --      Representative's Warrant Agreement dated April 23, 1996 between the Company and H.J. Meyers & Co., Inc.

     10.11(24)       --      Warrant Agreement dated April 23, 1996 among the Company, H.J. Meyers & Co., Inc. and American Stock
                             Transfer & Trust Company.

     10.12(25)       --      Registration Rights Agreement between the Company, Robert E. Geddes, Greg M. Janese, Thomas
                             Miserendino, Brian K. Murphy and Marc W. Oswald.
</TABLE>


                                       32
<PAGE>   33

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                                         DESCRIPTION OF DOCUMENT
      -------                                                        -----------------------
<S>                 <C>      <C>
     10.13(26)       --      Consulting Agreement between Avalon Entertainment Group, Inc. and Robert E. Geddes.

     10.14(27)       --      Consulting Agreement between Avalon Entertainment Group Inc. and Thomas Miserendino.

     10.15(28)       --      Employment Agreement between Avalon Entertainment Group, Inc. and Marc W. Oswald.

     10.16(29)       --      Employment Agreement between Avalon Entertainment Group, Inc. and Greg M. Janese.

     10.17(30)       --      Placement Agent Warrant Agreement between the Company and Rauscher Pierce Refsnes, Inc.

     10.18*          --      Stock Purchase Agreement among TBA Entertainment Corporation, Robert Romeo and Romeo Entertainment
                             Group, Inc. dated November 26, 1999.

     10.19*          --      Stock Purchase Agreement among TBA Entertainment Corporation, Mike Atkins and Mike Atkins Management,
                             Inc. dated December 6, 1999.

     21*             --      Subsidiaries of the Company.

     27*                     Financial Data Schedule.
</TABLE>

----------

 *    Filed herewith.

(1)  Incorporated herein by reference to Exhibit 2.1 to the Company's Current
     Report on Form 8-K dated on April 21, 1997.

(2)  Incorporated herein by reference to Exhibit 2.1 to the Company's Current
     Report on Form 8-K dated on June 18, 1998.

(3)  Incorporated herein by reference to Exhibit 2.1 to the Company's Current
     Report on Form 8-K dated May 13, 1998.

(4)  Incorporated herein by reference to Exhibit 2.1 to the Company's Current
     Report on Form 8-K dated October 18, 1998.

(5)  Incorporated herein by reference to Exhibit 2.5 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1998.

(6)  Incorporated herein by reference to Exhibit 2.6 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1998.

(7)  Incorporated herein by reference to Exhibit 2.7 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1998.

(8)  Incorporated herein by reference to Exhibit 3.1 to the Company's Current
     Report on Form 8-K dated April 21, 1997.

(9)  Incorporated herein by reference to Exhibit 3.2 to the Company's Current
     Report on Form 8-K dated April 21, 1997.

(10) Incorporated herein by reference to Exhibit 4.1 to the Company's Current
     Report on Form 8-K dated April 21, 1997.

(11) Incorporated herein by reference to Exhibit 4.3 to the Company's Current
     Report on Form 8-K dated April 21, 1997.

(12) Incorporated herein by reference to Exhibit 4.3 to the Company's
     Registration Statement on Form SB-2 (Registration No. 33-97890) dated March
     15, 1996.

(13) Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly
     Report on Form 10-QSB for the quarter ended (June 30, 1998).

(14) Incorporated herein by reference to Exhibit 10.2 to the Company's
     Registration Statement on Form SB-2 (Registration No. 33-69944) dated
     December 8, 1993.


                                       33
<PAGE>   34

(15) Incorporated herein by reference to Exhibit 10.3 to the Company's
     Registration Statement on Form SB-2 (Registration No. 33-69944) dated
     December 8, 1993.

(16) Incorporated herein by reference to Exhibit 10.5 to the Company's
     Registration Statement on Form SB-2 (Registration No. 33-69944) dated
     December 8, 1993.

(17) Incorporated herein by reference to Exhibit 10.6 to the Company's
     Registration Statement on Form SB-2 (Registration No. 33-69944) dated
     December 8, 1993.

(18) Incorporated herein by reference to Exhibit 10.9 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1995.

(19) Incorporated herein by reference to Exhibit 10.10 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1995.

(20) Incorporated herein by reference to Exhibit 10.11 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(21) Incorporated herein by reference to Exhibit 10.12 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(22) Incorporated herein by reference to Exhibit 10.13 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1995.

(23) Incorporated herein by reference to Exhibit 10.14 to the Company's Annual
     Report on Form 10-KSB for the fiscal year ended December 31, 1995.

(24) Incorporated herein by reference to Exhibit 10.15 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(25) Incorporated herein by reference to Exhibit 10.16 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(26) Incorporated herein by reference to Exhibit 10.17 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(27) Incorporated herein by reference to Exhibit 10.18 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(28) Incorporated herein by reference to Exhibit 10.19 to the Company's Annual
     Report on Form 10-KSB, as amended, for the fiscal year ended December 29,
     1996.

(29) Incorporated herein by reference to Exhibit 10.20 to the Company's Current
     Report on Form 8-K dated June 20, 1997.

(b)  Reports on Form 8-K.

        No reports on Form 8-K were filed during the quarterly period ended
        December 31, 1999.


                                       34
<PAGE>   35

                                   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 in the city of Hickory Valley, Tennessee, on the 30th
day of March, 2000.

                                   TBA ENTERTAINMENT CORPORATION

                                   By: /s/ Thomas Jackson Weaver III
                                      ------------------------------------------
                                       Thomas Jackson Weaver III
                                       Chairman of the Board and
                                       Chief Executive Officer

        In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the capacities and
on the dates stated.

<TABLE>
<CAPTION>
                       SIGNATURE                                             TITLE                                  DATE
                       ---------                                             -----                                  ----
<S>                                                      <C>                                                  <C>
/s/          Thomas Jackson Weaver III                   Chairman of the Board,                                March 30, 2000
---------------------------------------------            Chief Executive Officer and President
 Thomas Jackson Weaver III                               (Principal Executive and Financial Officer)


/s/          Joseph C. Galante
---------------------------------------------
 Joseph C. Galante                                       Director                                              March 30, 2000


/s/          Frank Bumstead
---------------------------------------------
 Frank Bumstead                                          Director                                              March 30, 2000

/s/          Charles Flood
---------------------------------------------
Charles Flood                                            Director                                              March 30, 2000


/s/          Prab Nallamilli
---------------------------------------------
Prab Nallamilli                                          Director                                              March 30, 2000

/s/          Louis J. Risi, Jr.
---------------------------------------------
 Louis J. Risi, Jr.                                      Director                                              March 30, 2000

/s/          Steven L. Risi
---------------------------------------------
 Steven L. Risi                                          Director                                              March 30, 2000

/s/          Frank A. McKinnie Weaver, Sr.
---------------------------------------------
 Frank A. McKinnie Weaver, Sr.                           Director                                              March 30, 2000

/s/          Kyle Young
---------------------------------------------
 Kyle Young                                              Director                                              March 30, 2000

/s/          Bryan J. Cusworth
---------------------------------------------
Bryan J. Cusworth                                        Chief Financial Officer                               March 30, 2000
                                                         (Principal Accounting Officer)
</TABLE>


                                       35
<PAGE>   36

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
    EXHIBIT NO.                                                         DESCRIPTION
    -----------                                                         -----------
<S>                   <C>
       10.18          Stock Purchase Agreement among TBA Entertainment Corporation, Robert Romeo and Romeo Entertainment Group, Inc.
                      dated November 26, 1999

       10.19          Stock Purchase Agreement among TBA Entertainment Corporation, Mike Atkins and Mike Atkins Management, Inc.
                      dated December 6, 1999

       21             Subsidiaries of the Company

       27             Financial Data Schedule
</TABLE>




                                       36