##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year endedDecember 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File No. 1-14332
 HOLLYWOOD MEDIA CORP.
  Florida
    
    65-0385686(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2255 Glades Road, Suite 221A 
Boca Raton, Florida
    
    33431(Address of principal executive offices)
    
    (Zip Code)
 (561) 998-8000
  Title of each class
    
    Name of each exchange on which registeredCommon stock, par value $.01 per share
    
    NASDAQ Global Market
  
  o þ
 o þ
 þ o
 o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### Table of Contents



HOLLYWOOD MEDIA CORP.
FORM 10-K
FOR THE YEAR ENDED
DECEMBER 31, 2008
 Table of Contents
 Page No.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    iiiPART IItem 1. Business
    
    1Item 1A. Risk Factors
    
    5-12Item 1B. Unresolved Staff Comments
    
    13Item 2. Properties
    
    13Item 3. Legal Proceedings
    
    13Item 4. Submission of Matters to a Vote of Shareholders
    
    13-14PART IIItem 5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    15-17Item 6. Selected Financial Data
    
    18-20Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation
    
    21-34Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    34Item 8. Financial Statements and Supplementary Data
    
    35-79Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    79Item 9A. Controls and Procedures
    
    79-81Item 9B. Other Information
    
    81PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    82Item 11. Executive Compensation
    
    82
 i




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Page No.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    82Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    82Item 14. Principal Accounting Fees and Services
    
    82PART IVItem 15. Exhibits, Financial Statement Schedules
    
    83-86EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  ii




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our continuing operating losses,
    
    negative cash flows and accumulated deficit,
    
    the need to manage our growth,
    
    our ability to develop and maintain strategic relationships, including but not
limited to relationships with live theater venues,
    
    our ability to compete with other online ticketing services and other competitors,
    
    our ability to maintain and obtain sufficient capital to finance our growth and
operations,
    
    our ability to realize anticipated revenues and cost efficiencies,
    
    technology risks and risks of doing business over the Internet,
    
    government regulation,
    
    adverse economic factors such as recession, war, terrorism, international incidents
or labor strikes and disputes,
    
    our ability to achieve and maintain effective internal controls,
    
    dependence on our founders, and our ability to recruit and retain key personnel, and
    
    the volatility of our stock price.
   iii




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PART I
 
 Item 1. Business .
  Major Business Divisions of Hollywood Media.
      Tom Clancys NetForce.
 Other Business and Financial Information.
 1




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##### Table of Contents



SEC Reports Available on Internet.
 Percentage of Total Net Revenues
 2008
    
    2007
    
    2006Broadway Ticketing
    
    
    95
    %
    
    
    95
    %
    
    
    94
    %Ad Sales
    
    
    4
    %
    
    
    4
    %
    
    
    5
    %Intellectual Properties
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %TOTALS
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Broadway Ticketing Division
 Broadway.com and 1-800-BROADWAY.
 TDI
 2




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Theatre.com.
 Ad Sales Division
 CinemasOnline
 MovieTickets.com.
  3




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, ,
 Intellectual Properties Business
 Book Development and Book Licensing
 4




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Intellectual Properties Neil Gaimans Mr. Hero, Neil Gaimans Lady Justice, Anne McCaffreys
Acorna the Unicorn Girl Leonard Nimoys Primortals Mickey Spillanes Mike Danger Mickey
Spillanes Mike Danger Leonard Nimoys Primortals
 NetCo Partners Tom Clancys NetForce Tom
Clancys NetForce Tad Williams
MirrorWorld Arthur C Clarkes Worlds of Alexander Neil Gaimans Lifers Anne McCaffreys
Saraband Tom Clancys NetForce NetForce NetForce NetForce
 Employees
  
 Item 1A. Risk Factors .
 Risks of Investing in Our Shares
  We have a history of losses and an accumulated deficit. Our operating results could fluctuate
significantly on a quarterly and annual basis.
  5




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
    
    seasonal, economic and other variations in the demand for Broadway tickets and
resulting variations in our revenue from Broadway ticket sales;
    
    our ability to enter into or renew strategic relationships and agreements with live
theater venues and authors;
    
    the amount and timing of our marketing expenditures and other costs relating to the
expansion of our operations;
    
    new products, websites or services introduced by us or our competitors; and
    
    technical difficulties, security concerns or system downtime affecting the Internet
generally or the operation of our websites in particular.
  There can be no assurance that any disposition or other strategic transaction will occur or,
if one is undertaken, of its potential terms or timing.
  We may not be able to compete successfully .
 Ticketing Businesses
 
    
    telephone services, wireless services and websites targeted to entertainment
enthusiasts, moviegoers, theatergoers and other eventgoers, which feature directories
of movies, shows, events, showtimes, theater and event locations and related content,
and also allow users to purchase tickets;
    
    traditional ticketing organizations, companies, agents and brokers;
    
    the box office at each of the venues that hold events for which we sell tickets; and
    
    ticket resellers and other participants in the secondary ticketing market
 Intellectual Properties and Book Development and Licensing Businesses.
 6




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We may not be able to successfully protect our trademarks and proprietary rights.
 Internet Businesses.
   Intellectual Properties Business
   We may become subject to liability for infringement of third-party intellectual property
rights.
  7




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We are dependent on our ability to develop strategic relationships with live theater venues,
exhibitors and authors .
   Our operations could be negatively impacted by systems interruptions.
  We are subject to additional security risks by doing business over the Internet.
  8




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We may not be able to adapt as technologies and customer expectations continue to evolve.
  If our suppliers of tickets for Broadway shows did not sell us all the tickets we wish to buy,
our financial results may be adversely affected.
  Government regulation of the Internet could impact our business.
   We are dependent on Mitchell Rubenstein and Laurie S. Silvers, our founders.
  9




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Our ability to attract qualified personnel and retain certain key personnel is critical to our
business.
   We may be liable for the content we make available on the Internet.
  We have authorized but unissued preferred stock, which could affect rights of holders of
common stock .
  Our articles of incorporation, bylaws, shareholders rights plan and Florida law may
discourage takeover attempts.
  10




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Our stock price is volatile .
  Future sales of our common stock in the public market could adversely affect our stock price
and our ability to raise funds in new stock offerings.
  We may require additional capital to finance our growth or operations and there can be no
assurance that additional financing will be available on favorable terms.
  11




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Changes in securities laws and regulations may increase our costs.
  We have identified a material weakness in our evaluation of internal controls over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002; failure to achieve and maintain
effective internal controls could have a material adverse effect on our business and stock price.
  We are exposed to market risk related to changes in interest rates and fluctuations in foreign
currency exchange rates.
  Other economic factors may adversely affect our future results or the market price of our
stock (such as recession, war, terrorism).
  12




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Item 1B. Unresolved Staff Comments .
  
 Item 2. Properties .
  CurrentLocation
    
    Square Feet
    
    Monthly Rent
    
    Expiration DateCorporate Headquarters,
Boca Raton, FL
    
    
    13,130
    
    
    $
    25,363
    
    
    November 30, 2012Theatre Direct,
Broadway.com and
1-800-BROADWAY 
New York, NY
    
    
    21,600
    
    
    $
    60,516
    
    
    February 28, 2017Tekno Books
    
    
    2,025
    
    
    $
    1,446
    
    
    Month to MonthGreen Bay, WI
    
    
    463
    
    
    $
    355
    
    
    Month to MonthCinemasOnline 
Lancashire, UK
    
    
    3,710
    
    
    $
    4,255
    
    
    Month to Month
 
 Item 3. Legal Proceedings .
  
 Item 4. Submission of Matters to a Vote of Shareholders .
  Vote On Election of Directors
  Director Nominees
    
    Votes For
    
    Votes WithheldMitchell Rubenstein
    
    
    22,998,547
    
    
    
    1,445,582Laurie S. Silvers
    
    
    22,998,547
    
    
    
    1,445,582Harry T. Hoffman
    
    
    20,745,710
    
    
    
    3,698,419Robert E. McAllan
    
    
    20,883,918
    
    
    
    3,560,211Deborah J. Simon
    
    
    18,461,238
    
    
    
    5,982,891Robert Epstein
    
    
    22,998,292
    
    
    
    1,445,837Spencer Waxman
    
    
    23,136,400
    
    
    
    1,307,729
 13




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Vote on Ratification of Public Accounting Firm
  VotesFor
    
    
    24,171,843Against
    
    
    90,987Abstain
    
    
    181,299Broker Non-Votes
    
    
    
 14




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PART II
 
 Item 5.
    
    Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 Market for Common Stock
  High
    
    Low2007First Quarter
    
    $
    4.64
    
    
    $
    3.79Second Quarter
    
    $
    4.75
    
    
    $
    3.88Third Quarter
    
    $
    4.37
    
    
    $
    3.16Fourth Quarter
    
    $
    3.70
    
    
    $
    2.242008First Quarter
    
    $
    3.07
    
    
    $
    2.29Second Quarter
    
    $
    2.70
    
    
    $
    2.28Third Quarter
    
    $
    2.81
    
    
    $
    1.72Fourth Quarter
    
    $
    2.34
    
    
    $
    0.80
 Holders of Common Stock
  Dividend Policy
  Recent Sales of Unregistered Securities
  Issuer Repurchases of Equity Securities
   15




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MaximumTotal Number of
    
    ApproximateShares Purchased
    
    Dollar Value of Sharesas Part of Publicly
    
    that May Yet BeTotal Number of
    
    Average Price
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Shares Purchased (1)
    
    Paid Per Share
    
    or Programs (1)
    
    Plans or ProgramsOctober 1, 2008 through October 31, 2008
    
    
    481,278
    
    
    $
    1.35
    
    
    
    481,278
    
    
    $
    November 1, 2008 through November 30,
2008
    
    
    1,053,542
    
    
    
    1.21
    
    
    
    1,053,542
    
    
    
    December 1, 2008 through December 31,
2008
    
    
    176,819
    
    
    
    1.11
    
    
    
    176,819
    
    
    
    Total
    
    
    1,711,639
    
    
    $
    1.24
    
    
    
    1,711,639
    
    
    $
    2,770,797
    (2)
 
 (1)
    
    All purchases during the fourth quarter of 2008 were pursuant to the repurchase program
described above which was publicly announced on October 1, 2007.(2)
    
    As of December 31, 2008, calculated by subtracting (i) the total price paid for all shares
purchased under the repurchase program through December 31, 2008 ($7,229,203), from (ii) the
$10 million potential maximum dollar value of repurchases approved under the life of the plan. 16




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Performance Graph
  
    
    Hollywood Medias common stock;
    
    The NASDAQ Composite Index; and
    
    The Standard & Poors Media Industry Index
 COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
  *
    
    $100 invested on 12/31/03 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.
Copyright© 2009 $&P, a division of The McGraw-Hill Companies Inc. All rights reserved. 17




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Item 6.
    
    Selected Financial Data.
  Discontinued Operations
  Sale of Hollywood.com Business Unit to R&S Investments, LLC
  Sale of Showtimes Business Unit to West World Media LLC
  Sale of Baseline/StudioSystems Business Unit to The New York Times Company
  18




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19




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YEARS ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004STATEMENT OF OPERATIONS DATA:Net revenuesTicketing
    
    $
    110,918,969
    
    
    $
    111,792,068
    
    
    $
    98,661,705
    
    
    $
    79,189,987
    
    
    $
    59,874,527Other
    
    
    6,138,962
    
    
    
    6,369,156
    
    
    
    5,862,715
    
    
    
    2,025,776
    
    
    
    2,483,302Total net revenues
    
    
    117,057,931
    
    
    
    118,161,224
    
    
    
    104,524,420
    
    
    
    81,215,763
    
    
    
    62,357,829Operating Costs and ExpensesCost of revenues  ticketing
    
    
    92,882,066
    
    
    
    94,017,924
    
    
    
    82,496,590
    
    
    
    68,179,732
    
    
    
    51,781,133Editorial, production, development and
technology
    
    
    3,323,546
    
    
    
    3,590,192
    
    
    
    3,165,383
    
    
    
    1,022,850
    
    
    
    1,256,755Selling, general and administrative
    
    
    13,932,852
    
    
    
    14,269,974
    
    
    
    13,354,795
    
    
    
    9,472,084
    
    
    
    8,315,674Payroll & benefits
    
    
    13,284,857
    
    
    
    13,368,817
    
    
    
    12,100,816
    
    
    
    11,425,999
    
    
    
    8,310,107Amortization of CBS advertising
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,807Impairment loss
    
    
    3,524,697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    2,224,831
    
    
    
    1,378,492
    
    
    
    1,293,797
    
    
    
    891,540
    
    
    
    1,049,958Total operating costs and expenses
    
    
    129,172,849
    
    
    
    126,625,399
    
    
    
    112,411,381
    
    
    
    90,992,205
    
    
    
    70,752,434Loss from operations
    
    
    (12,114,918
    )
    
    
    (8,464,175
    )
    
    
    (7,886,961
    )
    
    
    (9,776,442
    )
    
    
    (8,394,605
    )Equity in earnings of unconsolidated investees
    
    
    1,160,623
    
    
    
    4,747
    
    
    
    12,227
    
    
    
    533,228
    
    
    
    576,317Other income (expense)Interest, net
    
    
    425,251
    
    
    
    199,437
    
    
    
    (1,787,735
    )
    
    
    (542,935
    )
    
    
    (2,576,769
    )Change in derivative liability
    
    
    
    
    
    
    
    
    
    
    640,536
    
    
    
    87,037
    
    
    
    Other, net
    
    
    44,958
    
    
    
    (50,935
    )
    
    
    9,430
    
    
    
    40,803
    
    
    
    7,239Loss from continuing operations before minority
interest
    
    
    (10,484,086
    )
    
    
    (8,310,926
    )
    
    
    (9,012,503
    )
    
    
    (9,658,309
    )
    
    
    (10,387,818
    )Minority interest in (income) losses of subsidiaries
    
    
    (81,365
    )
    
    
    3,241
    
    
    
    4,910
    
    
    
    (168,107
    )
    
    
    (388,383
    )Loss from continuing operations
    
    
    (10,565,451
    )
    
    
    (8,307,685
    )
    
    
    (9,007,593
    )
    
    
    (9,826,416
    )
    
    
    (10,776,201
    )Gain (loss) on sale of discontinued operations, net of
income taxes
    
    
    (4,655,122
    )
    
    
    10,254,287
    
    
    
    16,328,241
    
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    
    (1,635,750
    )
    
    
    (211,993
    )
    
    
    2,201,865
    
    
    
    913,234
    
    
    
    (821,598
    )Income (loss) from discontinued operations
    
    
    (6,290,872
    )
    
    
    10,042,294
    
    
    
    18,530,106
    
    
    
    913,234
    
    
    
    (821,598
    )Net income (loss)
    
    $
    (16,856,323
    )
    
    $
    1,734,609
    
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.33
    )
    
    $
    (0.25
    )
    
    $
    (0.28
    )
    
    $
    (0.31
    )
    
    $
    (0.39
    )Discontinued operations
    
    
    (0.20
    )
    
    
    0.30
    
    
    
    0.57
    
    
    
    0.03
    
    
    
    (0.03
    )Total basic and diluted net income (loss) per share
    
    $
    (0.53
    )
    
    $
    0.05
    
    
    $
    0.29
    
    
    $
    (0.23
    )
    
    $
    (0.42
    )Weighted average common and common
equivalent shares outstanding  basic and diluted
    
    
    31,793,853
    
    
    
    33,303,886
    
    
    
    32,761,848
    
    
    
    31,470,307
    
    
    
    27,784,850
 AS OF DECEMBER 31,2008
    
    2007
    
    2006
    
    2005
    
    2004CONSOLIDATED BALANCE SHEET DATA:Cash and cash equivalents
    
    $
    12,685,946
    
    
    $
    26,758,550
    
    
    $
    27,448,649
    
    
    $
    6,926,313
    
    
    $
    6,075,508Working capital (deficit)
    
    
    8,831,416
    
    
    
    20,161,486
    
    
    
    16,318,322
    
    
    
    (3,484,178
    )
    
    
    (1,973,557
    )Total assets
    
    
    66,938,861
    
    
    
    93,978,836
    
    
    
    100,009,604
    
    
    
    83,302,950
    
    
    
    69,811,599Capital lease obligations, including current portion
    
    
    407,480
    
    
    
    397,780
    
    
    
    77,588
    
    
    
    106,993
    
    
    
    156,313Convertible debentures   net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    940,927
    
    
    
    799,152Senior Unsecured Notes
    
    
    
    
    
    
    
    
    
    
    6,375,399
    
    
    
    5,402,255
    
    
    
    Total shareholders equity
    
    $
    37,714,168
    
    
    $
    55,600,403
    
    
    $
    55,699,417
    
    
    $
    42,399,092
    
    
    $
    47,149,270
 20




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation .
  Overview
  RESULTS OF OPERATIONS
 Year ended December 31, 2008 (fiscal 2008) as compared to the year ended December 31, 2007
(fiscal 2007) and year ended December 31, 2006 (fiscal 2006).
 Composition of our business segments are as follows:
 
    
    Broadway Ticketing sells tickets and related hotel and restaurant packages via
Broadway.com, 1-800-BROADWAY and TDI to live theater events on Broadway, Off-Broadway and
Londons West End, to individual consumers, groups and domestic and international travel
professionals, including travel agencies, tour operators, and educational institutions.
Beginning in late September 2007, sales for events in Londons West End are fulfilled
through a partnership arrangement between Theatre.com and an unrelated London-based ticket
agency. This segment also generates revenue from the sale of sponsorships and
advertisements on Broadway.com.
    
    Ad Sales includes CinemasOnline which sells advertising on cinema and theater websites
in the U.K. and plasma TV displays throughout the U.K. and Ireland and holds Hollywood
Medias investment in MovieTickets.com.
    
    Intellectual Properties owns or controls the exclusive rights to certain intellectual
properties created by best-selling authors and media celebrities, which it licenses for
book and other media. This segment includes a 51% interest in Tekno Books, and a book
development business, and this segment does not include our 50% interest in NetCo Partners.
    
    Other is comprised of payroll and benefits for corporate and administrative personnel
as well as other corporate-wide expenses, such as legal fees, audit fees, proxy costs,
insurance, centralized information technology, and includes consulting and other fees and
costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002 that
require Hollywood Media to assess and report on internal control over financial reporting,
and related development of controls.
 Results of Discontinued Operations
 Sale of Hollywood.com Business Unit to R&S Investments, LLC
  21




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Sale of Showtimes Business Unit to West World Media
  Sale of Baseline/StudioSystems Business Unit to The New York Times Company
   2008
    
    
    2007
    
    
    2006(in millions)
    
    
    (in millions)
    
    
    (in millions)Operating revenue
    
    $
    3.9
    
    
    $
    10.0
    
    
    $
    15.1Gain (loss) on sale of discontinued
operations net of
income taxes of $0.6 million and $0.5 million
for fiscal 2007 and fiscal 2006, respectively
    
    
    (4.7
    )
    
    
    10.2
    
    
    
    16.3Income (loss) from discontinued operations
    
    
    (1.6
    )
    
    
    (0.2
    )
    
    
    2.2Income (loss) from discontinued operations
    
    $
    (6.3
    )
    
    $
    10.0
    
    
    $
    18.5
 22




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Results of Continuing Operations
  2007 to
    
    
    2007 toNet Revenues Analysis
    
    Net Revenues
    
    
    2008
    
    
    2008(in millions)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    110.9
    
    
    $
    111.8
    
    
    $
    (0.9
    )
    
    
    (1%)Ad Sales
    
    
    4.8
    
    
    
    5.3
    
    
    
    (0.5
    )
    
    
    (9%)Intellectual Properties
    
    
    1.4
    
    
    
    1.1
    
    
    
    0.3
    
    
    
    27%Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTALS
    
    $
    117.1
    
    
    $
    118.2
    
    
    $
    (1.1
    )
    
    
    (1%)
 2006 to
    
    
    2006 toNet Revenues
    
    
    2007
    
    
    20072007
    
    
    2006
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    111.8
    
    
    $
    98.7
    
    
    $
    13.1
    
    
    
    13%Ad Sales
    
    
    5.3
    
    
    
    4.6
    
    
    
    0.7
    
    
    
    15%Intellectual Properties
    
    
    1.1
    
    
    
    1.2
    
    
    
    (0.1
    )
    
    
    (8%)Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTALS
    
    $
    118.2
    
    
    $
    104.5
    
    
    $
    13.7
    
    
    
    13%
 2007 to
    
    
    2007 toOperating Expense Analysis
    
    Operating Expenses
    
    
    2008
    
    
    2008(in millions)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    108.4
    
    
    $
    109.1
    
    
    $
    (0.7
    )
    
    
    (1%)Ad Sales
    
    
    8.8
    
    
    
    5.9
    
    
    
    2.9
    
    
    
    49%Intellectual Properties
    
    
    1.4
    
    
    
    1.1
    
    
    
    0.3
    
    
    
    27%Other
    
    
    10.6
    
    
    
    10.5
    
    
    
    0.1
    
    
    
    1%TOTALS
    
    $
    129.2
    
    
    $
    126.6
    
    
    $
    2.6
    
    
    
    2%
 2006 to
    
    
    2006 toOperating Expenses
    
    
    2007
    
    
    20072007
    
    
    2006
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    109.1
    
    
    $
    95.4
    
    
    $
    13.7
    
    
    
    14%Ad Sales
    
    
    5.9
    
    
    
    4.8
    
    
    
    1.1
    
    
    
    23%Intellectual Properties
    
    
    1.1
    
    
    
    1.1
    
    
    
    
    
    
    
    Other
    
    
    10.5
    
    
    
    11.1
    
    
    
    (0.6
    )
    
    
    (5%)TOTALS
    
    $
    126.6
    
    
    $
    112.4
    
    
    $
    14.2
    
    
    
    13%
 23




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##### Table of Contents



Comparison of Percentage Changes in Net Revenues and Operating Expenses
 2007 to 2008
    
    
    2007 to 2008
    
    
    2006 to 2007
    
    
    2006 to 2007Revenues
    
    
    Operating Expenses
    
    
    Revenues
    
    
    Operating ExpensesIncrease
(decrease) in - Broadway Ticketing
    
    
    (1
    %)
    
    
    (1
    %)
    
    
    13
    %
    
    
    14
    %Ad Sales
    
    
    (9
    %)
    
    
    49
    %
    
    
    15
    %
    
    
    23
    %Intellectual Properties
    
    
    27
    %
    
    
    27
    %
    
    
    (8
    %)
    
    
    Other
    
    
    
    
    
    
    1
    %
    
    
    
    
    
    
    (5
    %)TOTALS
    
    
    (1
    %)
    
    
    2
    %
    
    
    13
    %
    
    
    13
    %
 Note Regarding Impact of Broadway Strike
  Note Regarding Known Material Trends, Uncertainties and Opportunities Impacting Hollywood Media
   
    
    the United States and global economic downturn, which can adversely affect business and
personal discretionary spending for entertainment-related items such as theater tickets, and
has resulted in a reduction in tickets sold and in net revenue;
    
    increases in Broadway ticket prices, which can positively affect Hollywood Medias revenues
as the ticket service fees Hollywood Media earns are based on a percentage of ticket prices,
but which can also result in a lower of volume of tickets being sold and could adversely
affect Hollywood Medias revenues and, accordingly, its earnings and cash flow; and
    
    New York States repeal of caps on ticket service fees, which has given Hollywood Media
greater flexibility to charge increased service fees on tickets for high demand shows, such as
Wicked and Jersey Boys.
  24




---



##### Table of Contents



Net Revenues
     25




---



##### Table of Contents



Equity in Earnings of Unconsolidated Investees
  For the years ended December 31,2008
    
    
    2007
    
    
    2006(in millions)
    
    
    (in millions)
    
    
    (in millions)NetCo Partners (a)
    
    $
    (0.1
    )
    
    $
    
    
    
    $
    MovieTickets.com (b)
    
    
    1.3
    
    
    
    
    
    
    
    $
    1.2
    
    
    $
    
    
    
    $
    
 (a) NetCo Partners Tom Clancys NetForce Tom Clancys NetForce
  (b) MovieTickets.com   26




---



##### Table of Contents



Operating Expenses
 Cost of Revenues  Ticketing.
  Editorial, Production, Development and Technology.
  Selling, General and Administrative.
  27




---



##### Table of Contents



Payroll and Benefits.
     Depreciation and Amortization.
  Interest, net.
  Change in derivative liability.
  28




---



##### Table of Contents



Net Income (Loss).
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Balance at Year End; Sources and Uses of Cash
     Sale of Hollywood.com Business Unit to R&S Investments LLC
  29




---



##### Table of Contents



Sale of Showtimes Business Unit to West World Media LLC
  Acquisition of Showtix Business
  Sale of Baseline StudioSystems Business Unit to The New York Times Company
  30




---



##### Table of Contents



Senior Unsecured Notes Issued in 2005
  Capital Expenditures
  Outlook
   31




---



##### Table of Contents



Authorization of Stock Repurchase Program
   Contractual Obligations
  Payments Due by PeriodContractual
    
    
    
    
    
    Less than
    
    
    Years
    
    
    Years
    
    
    AfterObligations
    
    Total
    
    
    1 Year
    
    
    1-3
    
    
    4-5
    
    
    5 Years(in millions)Capital lease obligations (1)
    
    $
    0.4
    
    
    $
    0.2
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    Operating lease obligations (2)
    
    
    8.1
    
    
    
    1.1
    
    
    
    3.3
    
    
    
    1.7
    
    
    
    2.0Total contractual obligations
    
    $
    8.5
    
    
    $
    1.3
    
    
    $
    3.5
    
    
    $
    1.7
    
    
    $
    2.0
 
 (1)
    
    Capital lease obligations are future lease payments under capital leases inclusive of
interest.(2)
    
    Operating lease obligations include leases pertaining to various leased offices and
facilities and those classified as operating leases for financial statement purposes.
Certain leases provide for payment of real estate taxes, common area maintenance, insurance,
and certain other expenses. Lease terms expire at various dates through the year 2017.
Also, certain equipment used in Hollywood Medias operations is leased under operating
leases. Off-Balance Sheet Arrangements
  Critical Accounting Estimates
  32




---



##### Table of Contents



Allowance for Doubtful Accounts
  Impairment of Goodwill
   33




---



##### Table of Contents



Inflation and Seasonality
 ©
 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .
     34




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    36Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007
    
    
    37Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007
and 2006
    
    
    38Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2008, 2007 and 2006
    
    
    39Consolidated Statements of Cash Flows for the Years Ended December 31, 2008,
2007 and 2006
    
    
    40Notes to Consolidated Financial Statements
    
    
    41
 35




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       Share-Based Payment
 Accounting for Registration Payment Arrangements
 Internal Control-Integrated Framework
    36




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    12,685,946
    
    
    $
    26,758,550Receivables, net
    
    
    1,433,797
    
    
    
    2,033,702Inventories held for sale
    
    
    4,491,841
    
    
    
    3,950,578Deferred ticket costs
    
    
    12,085,237
    
    
    
    16,481,861Prepaid expenses
    
    
    1,418,563
    
    
    
    2,167,109Other receivables
    
    
    1,431,216
    
    
    
    3,877,167Other current assets
    
    
    99,945
    
    
    
    629,298Restricted cash
    
    
    2,600,000
    
    
    
    Current assets of discontinued operations
    
    
    
    
    
    
    1,124,714Total current assets
    
    
    36,246,545
    
    
    
    57,022,979PROPERTY AND EQUIPMENT, net
    
    
    4,649,202
    
    
    
    4,486,620INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES
    
    
    132,800
    
    
    
    286,985INTANGIBLE ASSETS, net
    
    
    682,896
    
    
    
    1,071,658GOODWILL
    
    
    25,154,292
    
    
    
    29,049,259OTHER ASSETS
    
    
    73,126
    
    
    
    54,993LONG-TERM ASSETS OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    2,006,342TOTAL ASSETS
    
    $
    66,938,861
    
    
    $
    93,978,836LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    1,374,661
    
    
    $
    3,380,403Accrued expenses and other
    
    
    3,708,652
    
    
    
    4,403,088Deferred revenue
    
    
    15,196,455
    
    
    
    21,433,825Gift certificate liability
    
    
    3,434,359
    
    
    
    2,801,300Customer deposits
    
    
    831,838
    
    
    
    1,928,357Current portion of capital lease obligations
    
    
    203,579
    
    
    
    141,809Current portion of notes payable
    
    
    43,147
    
    
    
    53,422Related party payable
    
    
    2,622,438
    
    
    
    Current liabilities of discontinued operations
    
    
    
    
    
    
    2,719,289Total current liabilities
    
    
    27,415,129
    
    
    
    36,861,493DEFERRED REVENUE
    
    
    401,309
    
    
    
    544,491CAPITAL LEASE OBLIGATIONS, less current portion
    
    
    203,901
    
    
    
    255,971OTHER DEFERRED LIABILITY
    
    
    1,168,096
    
    
    
    616,413NOTES PAYABLE, less current portion
    
    
    36,258
    
    
    
    94,289LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    5,776COMMITMENTS AND CONTINGENCESSHAREHOLDERS EQUITYPreferred stock, $.01 par value, 1,000,000 shares authorized; none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 100,000,000 shares authorized; 30,883,913 and
31,897,983 shares issued and outstanding at December 31, 2008 and
December 31, 2007, respectively
    
    
    308,839
    
    
    
    318,980Additional paid-in capital
    
    
    309,100,760
    
    
    
    310,120,531Accumulated deficit
    
    
    (271,695,431
    )
    
    
    (254,839,108
    )Total shareholders equity
    
    
    37,714,168
    
    
    
    55,600,403TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    66,938,861
    
    
    $
    93,978,836
 
 37




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006NET REVENUESTicketing
    
    $
    110,918,969
    
    
    $
    111,792,068
    
    
    $
    98,661,705Other
    
    
    6,138,962
    
    
    
    6,369,156
    
    
    
    5,862,715117,057,931
    
    
    
    118,161,224
    
    
    
    104,524,420OPERATING COSTS AND EXPENSESCost of revenues  ticketing
    
    
    92,882,066
    
    
    
    94,017,924
    
    
    
    82,496,590Editorial, production, development and technology
    
    
    3,323,546
    
    
    
    3,590,192
    
    
    
    3,165,383Selling, general and administrative
    
    
    13,932,852
    
    
    
    14,269,974
    
    
    
    13,354,795Payroll and benefits
    
    
    13,284,857
    
    
    
    13,368,817
    
    
    
    12,100,816Impairment loss
    
    
    3,524,697
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    2,224,831
    
    
    
    1,378,492
    
    
    
    1,293,797Total operating costs and expenses
    
    
    129,172,849
    
    
    
    126,625,399
    
    
    
    112,411,381Loss from operations
    
    
    (12,114,918
    )
    
    
    (8,464,175
    )
    
    
    (7,886,961
    )EQUITY IN EARNINGS OF UNCONSOLIDATED
INVESTEES
    
    
    1,160,623
    
    
    
    4,747
    
    
    
    12,227OTHER INCOME (EXPENSE):Interest, net
    
    
    425,251
    
    
    
    199,437
    
    
    
    (1,787,735
    )Change in derivative liability
    
    
    
    
    
    
    
    
    
    
    640,536Other, net
    
    
    44,958
    
    
    
    (50,935
    )
    
    
    9,430Loss from continuing operations before minority interest
    
    
    (10,484,086
    )
    
    
    (8,310,926
    )
    
    
    (9,012,503
    )MINORITY INTEREST IN (INCOME) LOSSES OF SUBSIDIARIES
    
    
    (81,365
    )
    
    
    3,241
    
    
    
    4,910Loss from continuing operations
    
    
    (10,565,451
    )
    
    
    (8,307,685
    )
    
    
    (9,007,593
    )Gain (loss) on sale of discontinued operations, net of income taxes
    
    
    (4,655,122
    )
    
    
    10,254,287
    
    
    
    16,328,241Income (loss) from discontinued operations
    
    
    (1,635,750
    )
    
    
    (211,993
    )
    
    
    2,201,865Income (loss) from discontinued operations
    
    
    (6,290,872
    )
    
    
    10,042,294
    
    
    
    18,530,106Net income (loss)
    
    $
    (16,856,323
    )
    
    $
    1,734,609
    
    
    $
    9,522,513Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.33
    )
    
    $
    (0.25
    )
    
    $
    (0.28
    )Discontinued operations
    
    
    (0.20
    )
    
    
    0.30
    
    
    
    0.57Total basic and diluted net income (loss) per share
    
    $
    (0.53
    )
    
    $
    0.05
    
    
    $
    0.29Weighted average common and common equivalent shares
outstanding  basic and diluted
    
    
    31,793,853
    
    
    
    33,303,886
    
    
    
    32,761,848
 
 38




---



##### Table of Contents



HOLLYWOOD
MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Common Stock
    
    
    Additional
    
    
    Deferred
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Compensation
    
    
    Deficit
    
    
    TotalBalance  December 31, 2005
    
    
    32,703,457
    
    
    $
    327,035
    
    
    $
    309,228,214
    
    
    $
    (1,787,500
    )
    
    $
    (265,368,657
    )
    
    $
    42,399,092Reclassification of deferred compensation
    
    
    
    
    
    
    
    
    
    
    (1,787,500
    )
    
    
    1,787,500
    
    
    
    
    
    
    
    Issuance of stock  stock option exercises
    
    
    67,125
    
    
    
    672
    
    
    
    204,769
    
    
    
    
    
    
    
    
    
    
    
    205,441Issuance of stock to employees
    
    
    126,914
    
    
    
    1,269
    
    
    
    542,802
    
    
    
    
    
    
    
    
    
    
    
    544,071Issuance of stock  interest on convertible
debenture
    
    
    9,133
    
    
    
    91
    
    
    
    38,374
    
    
    
    
    
    
    
    
    
    
    
    38,465Issuance of stock  warrant exercise, net of
placement commissions
    
    
    69,250
    
    
    
    692
    
    
    
    188,111
    
    
    
    
    
    
    
    
    
    
    
    188,803Issuance of stock  401(k) employer match
    
    
    44,028
    
    
    
    440
    
    
    
    189,320
    
    
    
    
    
    
    
    
    
    
    
    189,760Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    
    
    
    
    650,000Issuance of stock for business acquisitions
    
    
    23,844
    
    
    
    238
    
    
    
    99,762
    
    
    
    
    
    
    
    
    
    
    
    100,000Issuance of stock for acquisitions of intangible
assets
    
    
    120,279
    
    
    
    1,203
    
    
    
    515,297
    
    
    
    
    
    
    
    
    
    
    
    516,500Issuance of stock  conversion of convertible
debentures
    
    
    312,500
    
    
    
    3,125
    
    
    
    996,875
    
    
    
    
    
    
    
    
    
    
    
    1,000,000Compensation expense on employee stock options
    
    
    
    
    
    
    
    
    
    
    344,772
    
    
    
    
    
    
    
    
    
    
    
    344,772Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,522,513
    
    
    
    9,522,513Balance  December 31, 2006
    
    
    33,476,530
    
    
    
    334,765
    
    
    
    311,210,796
    
    
    
    
    
    
    
    (255,846,144
    )
    
    
    55,699,417Effect of adoption of FSP EITF 00-19-2
    
    
    
    
    
    
    
    
    
    
    2,151,037
    
    
    
    
    
    
    
    (727,573
    )
    
    
    1,423,464Repurchase of company stock
    
    
    (2,003,660
    )
    
    
    (20,037
    )
    
    
    (5,084,167
    )
    
    
    
    
    
    
    
    
    
    
    (5,104,204
    )Issuance of stock  stock option exercises
    
    
    69,375
    
    
    
    694
    
    
    
    203,130
    
    
    
    
    
    
    
    
    
    
    
    203,824Issuance of stock to employees
    
    
    145,308
    
    
    
    1,453
    
    
    
    570,806
    
    
    
    
    
    
    
    
    
    
    
    572,259Issuance of stock  warrant exercise
    
    
    149,181
    
    
    
    1,492
    
    
    
    (1,492
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock  401(k) employer match
    
    
    59,257
    
    
    
    593
    
    
    
    248,283
    
    
    
    
    
    
    
    
    
    
    
    248,876Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    
    
    
    
    650,000Issuance of stock for acquisitions of intangible
assets
    
    
    1,992
    
    
    
    20
    
    
    
    7,980
    
    
    
    
    
    
    
    
    
    
    
    8,000Compensation expense on employee stock options
    
    
    
    
    
    
    
    
    
    
    164,158
    
    
    
    
    
    
    
    
    
    
    
    164,158Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,734,609
    
    
    
    1,734,609Balance  December 31, 2007
    
    
    31,897,983
    
    
    
    318,980
    
    
    
    310,120,531
    
    
    
    
    
    
    
    (254,839,108
    )
    
    
    55,600,403Repurchase of company stock
    
    
    (1,711,639
    )
    
    
    (17,117
    )
    
    
    (2,107,882
    )
    
    
    
    
    
    
    
    
    
    
    (2,124,999
    )Issuance of stock  stock option exercises
    
    
    101,000
    
    
    
    1,010
    
    
    
    121,890
    
    
    
    
    
    
    
    
    
    
    
    122,900Issuance of stock to officers
    
    
    100,000
    
    
    
    1,000
    
    
    
    101,000
    
    
    
    
    
    
    
    
    
    
    
    102,000Issuance of warrants for services rendered
    
    
    
    
    
    
    
    
    
    
    4,429
    
    
    
    
    
    
    
    
    
    
    
    4,429Issuance of stock  401(k) employer match
    
    
    96,569
    
    
    
    966
    
    
    
    279,084
    
    
    
    
    
    
    
    
    
    
    
    280,050Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    487,500
    
    
    
    
    
    
    
    
    
    
    
    487,500Issuance of restricted stock  officers
    
    
    400,000
    
    
    
    4,000
    
    
    
    (3,069
    )
    
    
    
    
    
    
    
    
    
    
    931Compensation expense on employee stock options
    
    
    
    
    
    
    
    
    
    
    97,277
    
    
    
    
    
    
    
    
    
    
    
    97,277Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,856,323
    )
    
    
    (16,856,323
    )Balance  December 31, 2008
    
    
    30,883,913
    
    
    $
    308,839
    
    
    $
    309,100,760
    
    
    $
    
    
    
    $
    (271,695,431
    )
    
    $
    37,714,168
 
 39




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEAR ENDED DECEMBER 31,2008
    
    
    2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (16,856,323
    )
    
    $
    1,734,609
    
    
    $
    9,522,513Adjustments to reconcile net income (loss) to net cash used in operating activities:(Income) loss from discontinued operations
    
    
    6,290,872
    
    
    
    (10,042,294
    )
    
    
    (18,530,106
    )Depreciation and amortization
    
    
    2,224,831
    
    
    
    1,378,492
    
    
    
    1,293,797Interest paid in stock
    
    
    
    
    
    
    
    
    
    
    38,465Amortization of discount and beneficial conversion feature on convertible debentures
    
    
    
    
    
    
    
    
    
    
    59,073Change in derivative liability
    
    
    
    
    
    
    
    
    
    
    (640,536
    )Amortization of debt issuance costs
    
    
    
    
    
    
    
    
    
    
    327,096Amortization of discount on senior unsecured notes
    
    
    
    
    
    
    624,601
    
    
    
    1,259,144Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    4,535401(k) stock match
    
    
    165,819
    
    
    
    198,753
    
    
    
    60,163Warrants issued for consulting services
    
    
    4,429
    
    
    
    
    
    
    
    Equity in earnings of unconsolidated investees, net of return of invested capital
    
    
    154,185
    
    
    
    (4,271
    )
    
    
    264,193Stock option expense
    
    
    97,277
    
    
    
    164,158
    
    
    
    344,772Loss on retirement of property
    
    
    (21,340
    )
    
    
    
    
    
    
    Compensation expense on employee stock issuances
    
    
    102,931
    
    
    
    
    
    
    
    102,950Amortization of deferred compensation costs
    
    
    487,500
    
    
    
    650,000
    
    
    
    650,000Provision for bad debts
    
    
    319,273
    
    
    
    627,197
    
    
    
    810,614Minority interest in earnings of subsidiaries, net of distributions to minority owners
    
    
    77,641
    
    
    
    (94,969
    )
    
    
    (26,098
    )Impairment loss
    
    
    3,524,697
    
    
    
    
    
    
    
    Changes in assets and liabilities:Receivables
    
    
    280,632
    
    
    
    (378,620
    )
    
    
    (1,006,752
    )Inventories held for sale
    
    
    (541,263
    )
    
    
    (576,451
    )
    
    
    (1,642,848
    )Deferred ticket costs
    
    
    4,396,624
    
    
    
    (1,208,537
    )
    
    
    (3,469,325
    )Prepaid expenses
    
    
    778,953
    
    
    
    (111,753
    )
    
    
    6,772Other receivables
    
    
    2,470,690
    
    
    
    (927,967
    )
    
    
    (520,956
    )Other current assets
    
    
    529,353
    
    
    
    (543,764
    )
    
    
    (178,373
    )Other assets
    
    
    (18,133
    )
    
    
    55,685
    
    
    
    (4,064
    )Accounts payable
    
    
    (2,053,364
    )
    
    
    697,626
    
    
    
    (194,298
    )Accrued expenses and other
    
    
    (303,440
    )
    
    
    (2,655,186
    )
    
    
    1,231,284Deferred revenue
    
    
    (5,747,493
    )
    
    
    489,412
    
    
    
    4,585,908Customer deposits
    
    
    (1,096,519
    )
    
    
    152,644
    
    
    
    180,933Other deferred liability
    
    
    272,014
    
    
    
    613,118
    
    
    
    (11,363
    )Net cash used in operating activities  continuing operations
    
    
    (4,460,154
    )
    
    
    (9,157,517
    )
    
    
    (5,482,507
    )Net cash (used in) provided by operating activities  discontinued operations
    
    
    (2,717,075
    )
    
    
    1,510,881
    
    
    
    2,757,964Net cash used in operating activities
    
    
    (7,177,229
    )
    
    
    (7,646,636
    )
    
    
    (2,724,543
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,290,439
    )
    
    
    (3,393,426
    )
    
    
    (1,029,662
    )Acquisition of businesses, net of cash acquired
    
    
    (43,313
    )
    
    
    (2,690,659
    )
    
    
    4,979Proceeds (expenditures) from sale of assets
    
    
    (42,320
    )
    
    
    25,418,361
    
    
    
    25,159,520Acquisition of intangible assets
    
    
    (17,000
    )
    
    
    (59,470
    )
    
    
    (10,000
    )Proceeds from property and equipment sales
    
    
    
    
    
    
    29,432
    
    
    
    Loss on disposition of assets
    
    
    
    
    
    
    (1,722
    )
    
    
    Restricted cash
    
    
    
    
    
    
    90,000
    
    
    
    (90,000
    )Net cash (used in) provided by investing activities  continuing operations
    
    
    (1,393,072
    )
    
    
    19,392,516
    
    
    
    24,034,837Net cash used in investing activities  discontinued operations
    
    
    (3,274,868
    )
    
    
    (582,048
    )
    
    
    (1,114,816
    )Net cash (used in) provided by investing activities
    
    
    (4,667,940
    )
    
    
    18,810,468
    
    
    
    22,920,021CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds received from exercise of stock options
    
    
    122,900
    
    
    
    203,824
    
    
    
    205,441Proceeds received from exercise of warrants, net
    
    
    
    
    
    
    
    
    
    
    188,803Payments under capital lease obligations
    
    
    (157,030
    )
    
    
    (93,290
    )
    
    
    (52,825
    )(Repayment of) proceeds from notes payable
    
    
    (68,306
    )
    
    
    147,711
    
    
    
    Extinguishment of unsecured notes
    
    
    
    
    
    
    (7,000,000
    )
    
    
    Stock repurchase program
    
    
    (2,124,999
    )
    
    
    (5,104,204
    )
    
    
    Net cash (used in) provided by financing activities  continuing operations
    
    
    (2,227,435
    )
    
    
    (11,845,959
    )
    
    
    341,419Net cash used in financing activities  discontinued operations
    
    
    
    
    
    
    (7,972
    )
    
    
    (29,176
    )Net cash (used in) provided by financing activities
    
    
    (2,227,435
    )
    
    
    (11,853,931
    )
    
    
    312,243Net increase (decrease) in cash and cash equivalents
    
    
    (14,072,604
    )
    
    
    (690,099
    )
    
    
    20,507,721CASH AND CASH EQUIVALENTS, beginning of period
    
    
    26,758,550
    
    
    
    27,448,649
    
    
    
    6,940,928CASH AND CASH EQUIVALENTS, end of period
    
    $
    12,685,946
    
    
    $
    26,758,550
    
    
    $
    27,448,649SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:Interest paid
    
    $
    64,674
    
    
    $
    268,628
    
    
    $
    649,467Taxes paid
    
    $
    462,837
    
    
    $
    787,086
    
    
    $
    9,678
 
 40




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2008, 2007 AND 2006
 BACKGROUND:
       41




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##### Table of Contents



42




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##### Table of Contents



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Accounting Estimates
  Cash and Cash Equivalents
  Receivables
  Allowance for Doubtful Accounts
  43




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##### Table of Contents



Additions (Deductions)Balance at
    
    Charges to
    
    Charged
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    costs and
    
    to other
    
    
    
    
    
    
    
    
    
    
    
    
    
    end ofof period
    
    expenses
    
    accounts
    
    
    
    
    
    Write-offs
    
    
    
    
    
    periodAllowance for
doubtful accounts:2008
    
    $
    1,146,536
    
    
    $
    319,273
    
    
    $
    5,000
    

    
    
    (A)
    

    
    $
    (825,632
    )

    
    
    (B)
    

    
    $
    645,1772007
    
    $
    1,144,700
    
    
    $
    627,197
    
    
    $
    48,360
    

    
    
    (A)
    

    
    $
    (673,721
    )
    

    
    (B)
    
    

    $
    1,146,5362006
    
    $
    1,735,531
    
    
    $
    810,614
    
    
    $
    
    
    
    
    
    
    
    $
    (1,401,445
    )
    

    
    (B)
    
    
    $
    1,144,700
   Inventories Held for Sale and Deferred Ticket Costs
   Property and Equipment
  Furniture and fixtures
    
    5 yearsEquipment and software
    
    3 to 5 yearsWebsite development
    
    Up to 3 years
 44




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##### Table of Contents



Equipment under capital leases
    
    Shorter of term of lease or 3 to 5 yearsLeasehold improvements
    
    Term of leaseInternally developed software
    
    3 years upon implementation
  Website Development Costs and Internally Developed Software
 Accounting for Website Development Costs Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use
  Goodwill and Intangible Assets
 Business Combinations Goodwill and
Other Intangible Assets
   45




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##### Table of Contents



Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of Reporting the Results of Operations  Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
  Revenue Recognition
  Ticketing
    46




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##### Table of Contents



Reporting Revenue Gross as a Principal versus Net as an Agent.
 Shipping and Handling.
 Advertising
 Book Packaging and Licenses
  Segment Information
 Disclosures about Segments of an
Enterprise and Related Information
 Earnings Per Common Share
 Earnings Per Share,
  47




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##### Table of Contents



Advertising Costs
  401(k) Plan
  Income Taxes
 Accounting for Income Taxes Accounting for Uncertainty in Income Taxes  An Interpretation of
FASB Statement No. 109 .
 Variable Interest Entities
  48




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##### Table of Contents



STOCK OPTION PLANS; WARRANTS; AND EMPLOYEE STOCK BASED COMPENSATION:
 Shareholder-Approved Plans
  Warrants
  1993 Stock Option Plan
    49




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##### Table of Contents



2000 Stock Incentive Plan
     2004 Stock Incentive Plan
   50




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##### Table of Contents



Directors Stock Option Plan
   Shares Available for Future Grant under Stock Plans
  Accounting for Share-Based Compensation
 Share-Based Payments, Accounting for Stock-Based Compensation, Accounting for Stock Issued to Employees.
 51




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##### Table of Contents



Table of Stock Option and Warrant Activity
  Stock Options
    
    WarrantsWeighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    ExerciseShares
    
    Price
    
    Shares
    
    PriceOutstanding at December 31, 2007
    
    
    753,943
    
    
    $
    4.54
    
    
    
    1,982,485
    
    
    $
    4.36Granted
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    2.34Exercised
    
    
    (101,000
    )
    
    
    1.22
    
    
    
    
    
    
    
    Cancelled
    
    
    (36,000
    )
    
    
    4.09
    
    
    
    
    
    
    
    Expired
    
    
    (25,000
    )
    
    
    2.23
    
    
    
    
    
    
    
    Outstanding at December 31, 2008
    
    
    591,943
    
    
    $
    5.24
    
    
    
    1,989,985
    
    
    $
    4.35
 Stock Options
  Number of
    
    Exercise PriceShares
    
    Per ShareOutstanding at December 31, 2007
    
    
    753,943
    
    
    $
    0.88-$16.50Granted
    
    
    
    
    
    
    Exercised
    
    
    (101,000
    )
    
    $
    0.88-$1.30Cancelled
    
    
    (36,000
    )
    
    $
    3.60-$4.28Expired
    
    
    (25,000
    )
    
    $
    2.23Outstanding at December 31, 2008
    
    
    591,943
    
    
    $
    2.03-$16.50
 52




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##### Table of Contents



Data on Outstanding Options at December 31, 2008
 WeightedAverageNumber of
    
    
    Weighted
    
    
    RemainingOptions
    
    
    Average Exercise
    
    
    Contractual
    
    
    AggregateOutstanding
    
    
    Price Per Share
    
    
    Term (years)
    
    
    Intrinsic Value (1)Vested Options
    
    
    584,443
    
    
    $
    5.25
    
    
    
    3.65
    
    
    $
    Non-vested Options
    
    
    7,500
    
    
    
    4.19
    
    
    
    2.77
    
    
    
    Total Outstanding Stock Options
    
    
    591,943
    
    
    $
    5.24
    
    
    
    3.64
    
    
    $
    
 
 (1)
    
    The aggregate intrinsic value is computed based on the closing price of Hollywood Medias
stock on December 31, 2008, which is a price per share of $1.00.    Weighted Average GrantNumber of
    
    
    Date Fair ValueShares
    
    
    Per ShareNon-vested at December 31, 2007
    
    
    35,000
    
    
    $
    1.31Granted
    
    
    
    
    
    
    Vested
    
    
    (27,500
    )
    
    
    1.01Forfeited
    
    
    
    
    
    
    Non-vested at December 31, 2008
    
    
    7,500
    
    
    $
    2.42
   2008
    
    2007
    
    2006Average risk free interest rate
    
    
    
    
    
    
    4.14
    %
    
    
    4.22%Expected lives of options (years):Two year options
    
    
    
    
    
    
    
    
    
    
    2Three year options
    
    
    
    
    
    
    
    
    
    
    3Five and Ten year options
    
    
    
    
    
    
    10
    
    
    
    5Expected volatility
    
    
    
    
    
    
    72.1
    %
    
    
    58.6% - 72.1%
 53




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##### Table of Contents



2008
    
    2007
    
    2006Exercise Price Equals Market PriceWeighted average exercise price
    
    $
    2.34
    
    
    $
    2.50
    
    
    $
    4.18Weighted average fair value
    
    $
    0.59
    
    
    $
    1.99
    
    
    $
    2.88Exercise Price Exceeds Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    
    
    
    $
    Weighted average fair value
    
    $
    
    
    
    $
    
    
    
    $
    Exercise Price is Less Than Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    
    
    
    $
    Weighted average fair value
    
    $
    
    
    
    $
    
    
    
    $
    
  Options and Warrants Outstanding
    
    ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageRemaining
    
    Exercise
    
    
    
    
    
    ExerciseRange of
    
    Number of
    
    Contractual
    
    Price
    
    Number of
    
    PriceExercise Prices
    
    Shares
    
    Life
    
    Per Share
    
    Shares
    
    Per Share$2.03  $2.84
    
    
    1,189,985
    
    
    
    0.54
    
    
    $
    2.78
    
    
    
    1,189,985
    
    
    $
    2.78$3.00  $5.99
    
    
    1,210,943
    
    
    
    2.47
    
    
    
    4.31
    
    
    
    1,203,443
    
    
    
    4.31$8.00  $14.06
    
    
    36,000
    
    
    
    1.41
    
    
    
    9.75
    
    
    
    36,000
    
    
    
    9.75$14.87  $17.50
    
    
    45,000
    
    
    
    0.95
    
    
    
    16.50
    
    
    
    45,000
    
    
    
    16.50$21.42
    
    
    100,000
    
    
    
    0.57
    
    
    
    21.42
    
    
    
    100,000
    
    
    
    21.422,581,928
    
    
    
    1.44
    
    
    $
    4.56
    
    
    
    2,574,428
    
    
    $
    4.56
 Non-vested Stock Awards
   (a)
    
    One-third of the issued shares will vest at the rate of 25% per year on each of
the first through fourth anniversaries of the date of grant, such that these shares
will be fully vested on the fourth anniversary of the date of grant, assuming continued
employment of the executives by Hollywood Media.(b)
    
    One-third of the issued shares will vest if, at any time prior to the fourth
anniversary of the date of grant, Hollywood Media achieves EBITDA greater than zero for
either (A) each of two consecutive
 54




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##### Table of Contents



fiscal quarters or (B) any three quarters in any 15-month period, in each case beginning
with the fourth fiscal quarter of 2008.(c)
    
    One-third of the issued shares will vest if, at any time prior to the fourth
anniversary of the date of grant, the closing price of Hollywood Medias Common Stock
exceeds $2.00 per share for at least 10 consecutive trading days after the date of
grant.
    DISCONTINUED OPERATIONS
 Hollywood.com Business
   55




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##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived Assets
 December 31, 2007Current assets
    
    $
    1,124,714Property and equipment, net
    
    
    403,500Other assets
    
    
    8,800Intangibles
    
    
    406,164Goodwill
    
    
    1,187,878Total assets of discontinued operations
    
    $
    3,131,056Current liabilities
    
    $
    2,719,289Long-term liabilities
    
    
    5,776Total liabilities of discontinued operations
    
    $
    2,725,065
 Showtimes.com, Inc.
  56




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##### Table of Contents



Baseline Acquisitions Corp.
   Results from Discontinued Operations
  2008
    
    
    2007
    
    
    2006Operating revenue
    
    $
    3,948,495
    
    
    $
    4,322,810
    
    
    $
    15,058,287Gain (loss) on sale of discontinued operations net of
income taxes of $569,298 and $524,265
for 2007 and 2006, respectively
    
    
    (4,655,122
    )
    
    
    10,254,287
    
    
    
    16,328,241Income (loss) from discontinued operations
    
    
    (1,635,750
    )
    
    
    (211,993
    )
    
    
    2,201,865Income (loss) from discontinued operations
    
    $
    (6,290,872
    )
    
    $
    10,042,294
    
    
    $
    18,530,106
 ACQUISITIONS AND OTHER CAPITAL TRANSACTIONS:
 Showtix Acquisition
  57




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##### Table of Contents



Purchase consideration (including contingent consideration
recorded through December 31, 2008)
    
    $
    2,795,973Cash acquired
    
    
    4,824Accounts receivable
    
    
    368,319Prepaid
    
    
    11,584Intangibles
    
    
    470,760Total assets
    
    $
    855,487Current liabilities
    
    $
    (94,167
    )Total liabilities
    
    $
    (94,167
    )Net assets
    
    $
    761,320Excess of the purchase consideration over fair
value of net assets acquired (included in Broadway
Ticketing segment)
    
    $
    2,034,653
   December 31, 2007
    
    December 31, 2006(unaudited)
    
    (unaudited)Proforma net revenues
    
    $
    118,897,529
    
    
    $
    119,339,353Proforma loss from continuing operations
    
    $
    (8,482,476
    )
    
    $
    (7,628,450
    )Proforma net income
    
    $
    1,716,308
    
    
    $
    9,781,024Proforma loss per share from continuing operations
    
    $
    (0.25
    )
    
    $
    (0.23
    )Proforma net income per share
    
    $
    0.05
    
    
    $
    0.30Proforma weighted average common and common
equivalent shares
    
    
    33,303,886
    
    
    
    32,761,848
 FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:
  58




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##### Table of Contents



RECENTLY ISSUED ACCOUNTING STANDARDS:
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements Application of FASB Statement No. 157 to FASB Statement No. 13
and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13 Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active
 59




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##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB 51
 PROPERTY AND EQUIPMENT, NET:
  December 31,2008
    
    
    2007Furniture and fixtures
    
    $
    860,132
    
    
    $
    552,690Equipment and software
    
    
    4,328,556
    
    
    
    4,207,540Website development
    
    
    288,224
    
    
    
    259,600Equipment under capital leases
    
    
    1,200,737
    
    
    
    1,180,960Leasehold improvements
    
    
    2,869,874
    
    
    
    370,687Internally developed software project
in progress
    
    
    427,398
    
    
    
    326,837Leasehold improvements in progress
    
    
    
    
    
    
    2,519,2999,974,921
    
    
    
    9,417,613Less: Accumulated depreciation and
amortization
    
    
    (5,325,719
    )
    
    
    (4,930,993
    )$
    4,649,202
    
    
    $
    4,486,620
  60




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GOODWILL AND INTANGIBLE ASSETS:
  Balance at
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    Acquisition
    
    
    
    
    
    
    December 31,
    
    
    Acquisition
    
    
    December 31,2008
    
    
    and Other
    
    
    Impairment
    
    
    2007
    
    
    and Other
    
    
    2006Broadway Ticketing
    
    $
    5,558,509
    
    
    $
    (370,270
    )
    
    $
    
    
    
    $
    5,928,779
    
    
    $
    2,404,923
    
    
    $
    3,523,856Ad Sales and Other
    
    
    19,595,783
    
    
    
    
    
    
    
    (3,276,640
    )
    
    
    22,872,423
    
    
    
    
    
    
    
    22,872,423Intellectual Properties
    
    
    
    
    
    
    
    
    
    
    (248,057
    )
    
    
    248,057
    
    
    
    
    
    
    
    248,057Total
    
    $
    25,154,292
    
    
    $
    (370,270
    )
    
    $
    (3,524,697
    )
    
    $
    29,049,259
    
    
    $
    2,404,923
    
    
    $
    26,644,336
  Balance at December 31,2008
    
    
    2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    203,368
    
    
    $
    (171,843
    )
    
    $
    31,525
    
    
    $
    203,368
    
    
    $
    (159,855
    )
    
    $
    43,513Web addresses
    
    
    2,061,089
    
    
    
    (1,999,604
    )
    
    
    61,485
    
    
    
    2,082,821
    
    
    
    (1,939,514
    )
    
    
    143,307Other
    
    
    2,112,852
    
    
    
    (1,522,966
    )
    
    
    589,886
    
    
    
    1,642,094
    
    
    
    (757,256
    )
    
    
    884,838Total
    
    $
    4,377,309
    
    
    $
    (3,694,413
    )
    
    $
    682,896
    
    
    $
    3,928,283
    
    
    $
    (2,856,625
    )
    
    $
    1,071,658
  Year
    
    Amount2009
    
    $
    292,0782010
    
    
    232,4042011
    
    
    90,5052012
    
    
    62,8202013
    
    
    5,089Total
    
    $
    682,896
  CAPITAL LEASE OBLIGATIONS:
  61




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##### Table of Contents



Year
    
    Amount2009
    
    $
    238,4802010
    
    
    140,7582011
    
    
    68,4582012
    
    
    11,1352013
    
    
    355Minimum lease payments
    
    
    459,186Less amount representing imputed interest
    
    
    (51,706
    )Present value of net minimum lease payments
    
    
    407,480Less: current portion
    
    
    (203,579
    )$
    203,901
 DEBT:
 Senior Unsecured Notes
     62




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Registration Payment Arrangement
   OFFERINGS OF SECURITIES:
   63




---



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64




---



##### Table of Contents



65




---



##### Table of Contents



66




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##### Table of Contents



67




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##### Table of Contents



STOCK REPURCHASE PROGRAM
  INCOME TAXES:
    Year
    
    Amount2018
    
    $
    5,804,8642019
    
    
    18,526,9892020
    
    
    43,159,6232021
    
    
    37,552,3592022
    
    
    76,867,2122023
    
    
    9,728,0582024
    
    
    8,719,1192025
    
    
    9,543,7852028
    
    
    10,558,450$
    220,460,459
  2008
    
    
    2007Net difference in tax basis and book basis for certain
assets and liabilities
    
    $
    1,997,251
    
    
    $
    736,690Net operating loss and tax credit carryforwards
    
    
    84,102,705
    
    
    
    80,424,425(86,099,956
    )
    
    
    81,161,115Valuation allowance
    
    
    (86,099,956
    )
    
    
    (81,161,115
    )Net deferred tax asset
    
    $
    
    
    
    $
    
 68




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##### Table of Contents



For the Year Ended December 31,2008
    
    
    2007
    
    
    2006Income tax benefit at Federal statutory tax rate
    
    $
    (3,697,908
    )
    
    $
    (2,907,690
    )
    
    $
    (3,152,658
    )State income tax benefit (net of federal benefit)
    
    
    (306,398
    )
    
    
    (240,923
    )
    
    
    (261,220
    )Change in valuation allowance
    
    
    4,938,841
    
    
    
    (1,170,750
    )
    
    
    (8,864,688
    )Change in valuation allowance resulting from change in
cumulative temporary differences
    
    
    
    
    
    
    1,943,628
    
    
    
    (3,745,518
    )Impairment of goodwill
    
    
    1,182,315
    
    
    
    
    
    
    
    Dividends received deduction
    
    
    (397,526
    )
    
    
    
    
    
    
    Change in cumulative temporary differences
    
    
    
    
    
    
    (1,943,628
    )
    
    
    3,745,518Sale of subsidiaries  basis difference
    
    
    450,206
    
    
    
    
    
    
    
    4,825,002Non deductible expenses
    
    
    
    
    
    
    
    
    
    
    Loss of foreign subsidiaries
    
    
    271,973
    
    
    
    418,802
    
    
    
    Tax effect of income (loss) from discontinued operations
    
    
    (2,384,240
    )
    
    
    3,900,561
    
    
    
    7,453,564Other
    
    
    (57,263
    )
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
   INVESTMENTS IN AND ADVANCES TO EQUITY METHOD UNCONSOLIDATED INVESTEES:
  December 31,2008
    
    
    2007NetCo Partners (a)
    
    $
    137,775
    
    
    $
    291,960MovieTickets.com (b)
    
    
    (4,975
    )
    
    
    (4,975
    )$
    132,800
    
    
    $
    286,985
  Tom Clancys NetForce
 Tom Clancys NetForce Tad Williams MirrorWorld Arthur C. Clarkes Worlds of Alexander Neil
Gaimans Lifers Anne McCaffreys Saraband
 69




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Year Ended December 31,2008
    
    2007
    
    2006(unaudited)
    
    (unaudited)
    
    (unaudited)Revenues
    
    $
    9,508
    
    
    $
    1,138
    
    
    $
    32,460Gross profit
    
    
    7,416
    
    
    
    887
    
    
    
    32,348Net income (loss)
    
    
    (300,954
    )
    
    
    9,494
    
    
    
    24,454Companys Share
of net income (loss)
    
    $
    (150,477
    )
    

    $
    4,747
    
    
    $
    12,227
 
  As of December 31,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Current Assets
    
    $
    771
    
    
    $
    353,231Current Liabilities
    
    $
    48,700
    
    
    $
    94,213
    70




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##### Table of Contents



Year Ended December 31,2008
    
    2007
    
    2006(unaudited)
    
    (unaudited)
    
    (unaudited)Revenues
    
    $
    17,625,221
    
    
    $
    13,130,977
    
    
    $
    10,363,932Cost and Expenses
    
    $
    11,734,612
    
    
    $
    10,045,326
    
    
    $
    7,574,303Depreciation and Amortization
    
    $
    502,950
    
    
    $
    532,495
    
    
    $
    2,142,410Net Income
    
    $
    5,938,232
    
    
    $
    3,318,818
    
    
    $
    781,226
  As of December 31,2008
    
    2007(unaudited)
    
    (unaudited)Cash
    
    $
    4,834,600
    
    
    $
    10,008,955Accounts Receivable, Net
    
    $
    5,651,846
    
    
    $
    4,269,479Accrued Expenses and Current Liabilities
    
    $
    3,183,806
    
    
    $
    3,678,611
 COMMITMENTS AND CONTINGENCIES:
 Operating Leases
  71




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Year
    
    Amount2009
    
    $
    1,115,0442010
    
    
    1,061,6182011
    
    
    1,083,6622012
    
    
    1,137,8382013
    
    
    864,472Thereafter
    
    
    2,881,050Total
    
    $
    8,143,684
  Placement Agent Commissions
  Self-Insurance Accruals
  Litigation
  72




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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 2008
    
    
    2007
    
    
    2006INVESTING ACTIVITIES:Acquisition of assets in acquired companies
    
    $
    
    
    
    $
    
    
    
    $
    Acquisition of property and equipment under capital leases
    
    
    (456,587
    )
    
    
    (441,026
    )
    
    
    (23,420
    )Acquisition of intangible asset
    
    
    
    
    
    
    
    
    
    
    Total non-cash investing activities
    
    $
    (456,587
    )
    
    $
    (441,026
    )
    
    $
    (23,420
    )FINANCING ACTIVITIES:Conversion of convertible debentures to common stock
    
    $
    
    
    
    $
    
    
    
    $
    (1,000,000
    )  (6)Obligations acquired under capital leases
    
    
    176,918
    
    
    
    441,026
    
    
    
    23,420Acquisition costs paid with stock-based compensation
    
    
    
    
    
    
    
    
    
    
    Common stock issued for compensation to officers
    
    
    102,931
    (1),(2)
    
    
    
    
    
    
    102,950
    (7)Common stock issued in lieu of interest payments on
convertible debentures
    
    
    
    
    
    
    
    
    
    
    38,465
    (8)Common stock issued for contributions to Company 401(k)
Plan
    
    
    280,050
    (3)
    
    
    248,876
    (4)
    
    
    189,760
    (9)Common stock issued for assets
    
    
    
    
    
    
    
    
    
    
    Common stock issued for exercise of warrants attached to
Convertible Debentures
    
    
    
    
    
    
    
    
    
    
    1,000,000
    (6)Common stock issued as compensation as part of sale
    
    
    
    
    
    
    402,150
    (5)
    
    
    Total non-cash financing activities
    
    $
    559,899
    
    
    $
    1,092,052
    
    
    $
    354,595
 
 (1)
    
    On December 22, 2008, Hollywood Media issued 250,000 shares and 150,000 shares,
respectively, of restricted common stock to the Chief Executive Officer and President of
Hollywood Media, valued at $408,000 in the aggregate based on the $1.02 closing share price
as of the date of grant. Such 400,000 shares were issued as payment of restricted stock
bonuses granted by the Compensation Committee of the Board of Directors. Compensation
expense is recognized quarterly on one-third of the shares, or $136,000, over a 4-year
period beginning on the date of grant. The shares are based on a service condition, of which
Hollywood Media recorded compensation expense of $931 in the consolidated statement of
operations for the twelve months ended December 31, 2008. The remaining two-thirds of
shares, or $272,000 of value, will be recorded to compensation expense if and when it is
deemed probable that certain performance goals will be met. See Note 3  Accounting for
Share-Based Compensation for additional information.(2)
    
    On December 22, 2008, Hollywood Media issued 50,000 shares of unrestricted common stock
to each of the Chief Executive Officer and President of Hollywood Media, valued at $102,000
in the aggregate based on the $1.02 closing share price as of the date of grant. Such
100,000 shares were issued as payment of annual stock bonuses granted by the Compensation
Committee of the Board of Directors. See Note 3  Accounting for Share-Based
Compensation for additional information.(3)
    
    On February 8, 2008, Hollywood Media issued 96,569 shares of common stock valued at the
December 31, 2007 closing share price of $2.90, or $280,050, for payment of Hollywood
Medias 401(k) employer match for the calendar year 2007 (see Note 2).(4)
    
    On February 9, 2007, Hollywood Media issued 59,257 shares of common stock valued at
$248,876, based on the December 29, 2006 closing share price of $4.20, for payment of
Hollywood Medias 401(k) employer match for calendar year 2006 (see Note 2).(5)
    
    On September 7, 2007, Hollywood Media issued 105,000 shares of common stock valued at
$3.83 per share, which was the closing share price, on the August 30, 2007 date of grant, in
payment of 73




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$402,150 in compensatory bonuses to certain officers of Hollywood Media associated with the
August 24, 2007 sale of the Showtimes business.(6)
    
    On May 22, 2006, Hollywood Media issued 312,500 shares of common stock valued at
$1,000,000 upon conversion of $1.0 million principal amount of the Companys remaining
outstanding Convertible Debenture into shares of Hollywood Medias common stock at a
conversion price of $3.20 per share pursuant to the terms of the Convertible Debenture.
This last remaining Convertible Debenture was converted on May 22, 2006.(7)
    
    Hollywood Media issued an aggregate of 25,281 shares of common stock valued at
$102,950 to employees for services rendered, as follows: (a) 16,114 shares of common stock
valued at $68,500 were issued on January 18, 2006, based on the average of the closing share
prices on the ten trading days immediately prior to the issuance date, or $4.25; (b) 4,167
shares of common stock valued at $15,000 were issued on July 20, 2006, based on the average
of the closing share prices on the ten trading days immediately prior to the July 19, 2006
date of grant, or $3.60; (c) 5,000 shares of common stock valued at $19,450 were issued on
September 20, 2006, based on the closing share price of $3.89 on the trading date prior to
the September 20, 2006 date of grant.(8)
    
    Hollywood Media issued an aggregate of 9,133 shares of common stock valued at $38,465
for interest due to holders of the Convertible Debentures, as follows: (a) 3,682 shares of
common stock were issued on January 11, 2006 in payment of $15,123 of interest, based on a
$4.11 price per share; (b) 3,397 shares of common stock were issued on April 4, 2006 in
payment of $14,794 of interest, based on a $4.36 price per share; and (c) 2,054 shares of
common stock were issued on May 22, 2006 in payment of $8,548 of interest, based on a $4.16
price per share. In accordance with the terms of the Convertible Debentures, the price per
share in each case was equal to 95% of the average of the closing price of Hollywood Media
common stock for the five consecutive trading days ending on and including the third
business day immediately preceding the date of grant.(9)
    
    On March 1, 2006, Hollywood Media issued 44,028 shares of common stock valued at
$189,760, based on the December 31, 2005 closing share price of $4.31, for payment of
Hollywood Medias 401(k) employer match for calendar year 2005 (see Note 2). SEGMENT REPORTING:
  74




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Year Ended December 31,2008
    
    
    2007
    
    
    2006Net Revenues:Broadway Ticketing
    
    $
    110,918,969
    
    
    $
    111,792,068
    
    
    $
    98,661,705Ad Sales
    
    
    4,830,760
    
    
    
    5,308,038
    
    
    
    4,633,589Intellectual Properties
    
    
    1,308,202
    
    
    
    1,061,118
    
    
    
    1,229,126Other
    
    
    
    
    
    
    
    
    
    
    $
    117,057,931
    
    
    $
    118,161,224
    
    
    $
    104,524,420Operating Income (Loss):Broadway Ticketing
    
    $
    2,533,682
    
    
    $
    2,652,352
    
    
    $
    3,187,369Ad Sales
    
    
    (3,977,171
    )
    
    
    (571,818
    )
    
    
    (140,693
    )Intellectual Properties
    
    
    (71,372
    )
    
    
    (8,918
    )
    
    
    163,953Other
    
    
    (10,600,057
    )
    
    
    (10,535,791
    )
    
    
    (11,097,590
    )$
    (12,114,918
    )
    
    $
    (8,464,175
    )
    
    $
    ( 7,886,961
    )Capital Expenditures (a)Broadway Ticketing
    
    $
    791,356
    
    
    $
    2,725,762
    
    
    $
    408,474Ad Sales
    
    
    208,577
    
    
    
    438,572
    
    
    
    353,378Intellectual Properties
    
    
    897
    
    
    
    
    
    
    
    Other
    
    
    289,609
    
    
    
    229,092
    
    
    
    267,810$
    1,290,439
    
    
    $
    3,393,426
    
    
    $
    1,029,662Depreciation and
Amortization Expense:Broadway Ticketing
    
    $
    876,049
    
    
    $
    351,310
    
    
    $
    339,254Ad Sales
    
    
    901,351
    
    
    
    553,237
    
    
    
    472,603Intellectual Properties
    
    
    150
    
    
    
    
    
    
    
    Other
    
    
    447,281
    
    
    
    473,945
    
    
    
    481,940$
    2,224,831
    
    
    $
    1,378,492
    
    
    $
    1,293,797
 December 31,2008
    
    
    2007Segment Assets:Broadway Ticketing
    
    $
    34,958,642
    
    
    $
    40,149,871Ad Sales
    
    
    21,989,086
    
    
    
    24,347,568Intellectual Properties
    
    
    543,989
    
    
    
    739,078Other
    
    
    9,447,144
    
    
    
    28,742,319$
    66,938,861
    
    
    $
    93,978,836
 
 (a)
    
    Capital expenditures do not include property and equipment acquired under
capital lease obligations or through acquisitions. UNAUDITED QUARTERLY FINANCIAL INFORMATION:
 For the quarter ended March 31, 2008
 ReportedNet revenues
    
    $
    26,973,670Loss from continuing operations
    
    $
    (2,303,065
    )Loss from discontinued operations
    
    $
    (845,973
    )Net loss
    
    $
    (3,149,038
    )Weighted average shares
    
    
    31,854,228Loss per share  continuing operations
    
    $
    (0.07
    )Loss per share   discontinued operations
    
    $
    (0.03
    )Net loss per share (1)
    
    $
    (0.10
    )
 76




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For the quarter ended June 30, 2008
 ReportedNet revenues
    
    $
    35,543,314Loss from continuing operations
    
    $
    (59,560
    )Loss from discontinued operations
    
    $
    (674,802
    )Net loss
    
    $
    (734,362
    )Weighted average shares
    
    
    31,964,851Loss per share  continuing operations
    
    $
    Income per share   discontinued operations
    
    $
    (0.02
    )Net loss per share (1)
    
    $
    (0.02
    )
 For the quarter ended September 30, 2008
 ReportedNet revenues
    
    $
    25,522,782Loss from continuing operations
    
    $
    (1,930,907
    )Loss from discontinued operations
    
    $
    (4,418,692
    )Net loss
    
    $
    (6,349,599
    )Weighted average shares
    
    
    32,095,554Loss per share  continuing operations
    
    $
    (0.06
    )Loss per share   discontinued operations
    
    $
    (0.14
    )Net loss per share (1)
    
    $
    (0.20
    )
 For the quarter ended December 31, 2008
 ReportedNet revenues
    
    $
    29,018,165Loss from continuing operations
    
    $
    (6,271,919
    )Loss from discontinued operations
    
    $
    (351,405
    )Net loss
    
    $
    (6,623,324
    )Weighted average shares
    
    
    31,263,293Loss per share  continuing operations
    
    $
    (0.20
    )Loss per share   discontinued operations
    
    $
    (0.01
    )Net loss per share (1)
    
    $
    (0.21
    )
 For the quarter ended March 31, 2007
 ReportedNet revenues
    
    $
    25,495,043Loss from continuing operations
    
    $
    (3,129,122
    )Income from discontinued operations
    
    $
    69,003Net loss
    
    $
    (3,060,119
    )Weighted average shares
    
    
    33,257,107Loss per share  continuing operations
    
    $
    (0.09
    )Income per share  discontinued operations
    
    $
    0.00Net loss per share (1)
    
    $
    (0.09
    )
 77




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For the quarter ended June 30, 2007
 ReportedNet revenues
    
    $
    36,317,020Loss from continuing operations
    
    $
    (1,825,800
    )Income from discontinued operations
    
    $
    383,793Net loss
    
    $
    (1,442,007
    )Weighted average shares
    
    
    33,445,413Loss per share  continuing operations
    
    $
    (0.05
    )Income per share   discontinued operations
    
    $
    0.01Net loss per share (1)
    
    $
    (0.04
    )
 For the quarter ended September 30, 2007
 ReportedNet revenues
    
    $
    26,757,970Loss from continuing operations
    
    $
    (1,723,682
    )Income from discontinued operations
    
    $
    9,819,624Net income
    
    $
    8,095,942Weighted average shares
    
    
    33,613,357Loss per share  continuing operations
    
    $
    (0.05
    )Income per share   discontinued operations
    
    $
    0.29Net income per share (1)
    
    $
    0.24
 For the quarter ended December 31, 2007
 ReportedNet revenues
    
    $
    29,591,191Loss from continuing operations
    
    $
    (1,629,081
    )Loss from discontinued operations
    
    $
    (230,126
    )Net loss
    
    $
    (1,859,207
    )Weighted average shares
    
    
    32,900,188Loss per share  continuing operations
    
    $
    (0.05
    )Income per share   discontinued operations
    
    $
    (0.01
    )Net loss per share (1)
    
    $
    (0.06
    )
 
 (1)
    
    Quarterly earnings per share are calculated on an individual basis and, because of roundings
and changes in the weighted average shares outstanding during the year, the summation of each
quarter may not equal the amount calculated for the year as a whole. RELATED PARTY TRANSACTIONS:
   78




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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 Item 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
    
    Continued to strengthen the manual processes and controls related to the support, review
and summarization of financial information produced from the existing ticketing system,
specifically the
cash receipts, purchase and pay and gift certificate processes. Controls surrounding these
 79




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aforementioned processes were tested and concluded to be operating effectively as of
December 31, 2008, where previously they were included in our material
weakness.
 
    
    Continued to develop modifications to the existing ticketing systems to automate certain
processes related to the affiliate and groups processes necessary for the support, review
and summarization of financial information.
    
    Continued the development of the transaction processing engine (TPE) that began in
fiscal 2007 due to the limitations in the licensed ticketing system discussed below. The
TPE is intended to act as the foundation and middle-ware to the next generation ticketing
system and was designed to plug-in to a variety of software components, thus allowing
management to license various product line specific packages, thereby minimizing
development time on future product lines. The first phase was completed in July of 2008.
The second phase is in the discovery stage as described below.
  Managements Report on Internal Control Over Financial Reporting
      Managements Plan to Address Material Weakness
  80




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
       .
  KAUFMAN, ROSSIN & CO., P.A. 
 
 ITEM 9B. OTHER INFORMATION .
  81




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##### Table of Contents



PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 Item 11. EXECUTIVE COMPENSATION.
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS .
  
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
  
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .
  82




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##### Table of Contents



PART IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a) The following documents are filed as a part of this Annual Report on Form 10-K:
 1. Financial Statements
  
    
    Report of Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007
    
    Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007
and 2006
    
    Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2008, 2007 and 2006
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007
and 2006
    
    Notes to Consolidated Financial Statements
 2. Financial Statement Schedules
  3. Exhibits
  Location ofExhibit No.
    
    Description
    
    Exhibit3.1
    
    Third Amended and Restated Articles of Incorporation.
    
    
    (1
    )3.2
    
    Articles of Amendment to Articles of Incorporation of Hollywood Media
Corp. for Designation of Preferences, Rights and Limitations of Series
E Junior Preferred Stock.
    
    
    (2
    )3.3
    
    Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006.
    
    
    (3
    )4.1
    
    Form of Common Stock Certificate.
    
    
    (4
    )4.2
    
    Amended and Restated Rights Agreement dated as of August 23, 1996
between Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and
American Stock Transfer & Trust Company, as Rights Agent.
    
    
    (5
    )
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##### Table of Contents



Location ofExhibit No.
    
    Description
    
    Exhibit4.3
    
    Amendment No. 1, dated as of December 9, 2002, to Amended and Restated
Rights Amendment dated as of August 23, 1996 between Hollywood Media
Corp. and American Stock Transfer & Trust Company.
    
    
    (6
    )4.4
    
    Amendment No. 2, dated as of September 1, 2006, to the Amended and
Restated Rights Agreement dated as of August 23, 1996, as amended
December 9, 2002, between Hollywood Media Corp. and American Stock
Transfer & Trust Company.
    
    
    (3
    )10.1
    
    Compensatory Plans, Contracts and Arrangements:(a) 1993 Stock Option Plan, as amended effective October 1, 1999.
    
    
    (7
    )(b) Directors Stock Option Plan, as amended effective May 1, 2003.
    
    
    (8
    )(c) 2000 Stock Incentive Plan, as amended October 30, 2003.
    
    
    (9
    )(d) 2004 Stock Incentive Plan.
    
    
    (10
    )(e) Hollywood Media Corp. 401(k) Retirement Savings Plan, dated as of
September 16, 2004 (the Plan); Amendment to the Plan, dated as of
September 16, 2004; related Volume Submitter (Cross-Tested Defined
Contribution Plan and Trust); EGTRRA Amendment to the Plan and
Post-EGTRRA Amendment to the Plan, dated as of September 16, 2004.
    
    
    (11
    )(f) Amendment to Hollywood Media Corp. 401(k) Retirement Savings Plan,
dated June 16, 2005.
    
    
    (12
    )(g) Amended and Restated Employment Agreement, dated as of December
22, 2008, by and between Hollywood Media Corp. and Mitchell Rubenstein.
    
    
    (13
    )(h) Amended and Restated Employment Agreement, dated as of December 22,
2008, by and between Hollywood Media Corp. and Laurie S. Silvers.
    
    
    (13
    )(i) Amended and Restated Employment Agreement, dated as of August 9,
2006, by and between Hollywood Media Corp. and Scott Gomez.
    
    
    (14
    )10.2
    
    Amended and Restated Partnership Agreement dated as of November 21,
2002 between Hollywood Media Corp. and Dr. Martin H. Greenberg.
    
    
    (15
    )10.3
    
    Agreement for the Sale and Purchase of UK Theatres Online Limited and
other Companies, dated November 22, 2005, by and among Cinemasource UK
Limited, Jeffrey Spector and the other shareholders party thereto.
    
    
    (16
    )10.4
    
    Agreement for the Sale and Purchase of CinemasOnline Limited, dated
November 22, 2005, by and between Mitchell Clifford Cartwright and
Cinemasource UK Limited.
    
    
    (16
    )10.5
    
    Note Purchase Agreement, dated as of November 22, 2005, by and among
Hollywood Media and each of the Purchasers, including the forms of
Notes and Warrants issued to the Purchasers and the form of
registration rights agreement.
    
    
    (16
    )10.6
    
    Registration Rights Agreement dated November 23, 2005 by and among
Hollywood Media Corp. and the investors signatory thereto.
    
    
    (17
    )
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##### Table of Contents



Location ofExhibit No.
    
    Description
    
    Exhibit10.7
    
    Letter agreements dated March 15, 2006, by and between Hollywood Media
Corp. and each of the holders of its 8% Senior Unsecured Notes dated
November 23, 2005.
    
    
    (18
    )10.8
    
    Form of Common Stock Purchase Warrants dated March 15, 2006, issued to
the Holders of Hollywood Media Corp.s 8% Senior Unsecured Notes dated
November 23, 2005.
    
    
    (18
    )10.9
    
    Stock Purchase Agreement, dated as of August 25, 2006, by and between
The New York Times Company and Hollywood Media Corp.
    
    
    (19
    )10.10
    
    Asset Purchase Agreement, dated as of February 1, 2007, by and among
Theatre Direct NY, Inc., Showtix LLC and each of the members of Showtix
LLC.
    
    
    (20
    )10.11
    
    Asset Purchase Agreement, dated as of August 24, 2007, by and among
Hollywood Media Corp., Showtimes.com, Inc. Brett West and West World
Media, LLC.
    
    
    (21
    )10.12
    
    Purchase Agreement dated as of August 21, 2008, between Hollywood Media
Corp. and R&S Investments, LLC.
    
    
    (22
    )10.13
    
    Transition Services Agreement dated as of August 21, 2008 between
Hollywood Media Corp., Hollywood.com, LLC and Totally Hollywood TV,
LLC.
    
    
    (22
    )21.1
    
    Subsidiaries of Hollywood Media.
    
    
    *23.1
    
    Consent of Kaufman, Rossin & Co., P.A. Independent Registered Public
Accounting Firm.
    
    
    *31.1
    
    Certification of Chief Executive Officer (Section 302).
    
    
    *31.2
    
    Certification of Chief Accounting
Officer (Principal
financial and accounting officer) (Section 302).
    
    
    *32.1
    
    Certification of Chief Executive Officer (Section 906).
    
    
    *32.2
    
    Certification of Chief Accounting
Officer (Principal
financial and accounting officer) (Section 906).
    
    
    *
 
 *
    
    Filed as an exhibit to this Form 10-K(1)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 2000.(2)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004.(3)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
September 5, 2006.(4)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form SB-2
(No. 33-69294).(5)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
October 20, 1999.(6)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 10, 2002. 85




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(7)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 1999.(8)
    
    Incorporated by reference from Appendix B to Hollywood
Medias Proxy Statement filed on November 13, 2003 for
its 2003 Annual Meeting of Shareholders.(9)
    
    Incorporated by reference from Appendix C to Hollywood
Medias Proxy Statement filed on November 13, 2003 for
its 2003 Annual Meeting of Shareholders.(10)
    
    Incorporated by reference from Appendix B to Hollywood
Medias Proxy Statement filed on November 4, 2004 for its
2004 Annual Meeting of Shareholders.(11)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
September 17, 2004.(12)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005.(13)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 22, 2008.(14)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form10-Q for the
quarter ended June 30, 2006.(15)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 2002.(16)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
November 28, 2005.(17)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form S-3 (No.
333-130903).(18)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
March 16, 2006.(19)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
August 28, 2006.(20)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
February 6, 2007.(21)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 30, 2007.(22)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 27, 2008. 86




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SIGNATURES
  HOLLYWOOD MEDIA CORP.Date:  March 16, 2009
    By:
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer  Date: March 16, 2009
    
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Board andChief Executive Officer (Principal executive officer)Date: March 16, 2009
    
    /s/ Laurie S. SilversLaurie S. Silvers, Vice Chairman of the Board,President and SecretaryDate: March 16, 2009
    
    /s/ Scott GomezScott Gomez, Chief Accounting Officer (Principal financial and accounting officer)Date: March 16, 2009
    
    /s/ Harry T. HoffmanHarry T. Hoffman, DirectorDate: March 16, 2009
    
    /s/ Robert E. McAllanRobert E. McAllan, DirectorDate: March 16, 2009
    
    /s/ Robert D. EpsteinRobert D. Epstein, DirectorDate: March 16, 2009
    
    /s/ Deborah J. SimonDeborah J. Simon, DirectorDate: March 16, 2009
    
    /s/ Spencer WaxmanSpencer Waxman, Director
 87