-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbFWz6S/y1LkmxEYqMLR0DVkiESlVNyV4lPAdgYOuqzrTJfwhkbFAX7gMZQqBPmS AKkrAhVILq3hSQ8ytGSP6Q== 0001144204-08-049238.txt : 20080821 0001144204-08-049238.hdr.sgml : 20080821 20080821172511 ACCESSION NUMBER: 0001144204-08-049238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080820 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tix CORP CENTRAL INDEX KEY: 0000925956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 954417467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34043 FILM NUMBER: 081032880 BUSINESS ADDRESS: STREET 1: 12001 VENTURA PL STREET 2: STE340 CITY: STUDIO CITY STATE: CA ZIP: 91604 BUSINESS PHONE: 8187611002 MAIL ADDRESS: STREET 1: 12001 VENTURA PL #340 CITY: STUDIO CITY STATE: CA ZIP: 91604 FORMER COMPANY: FORMER CONFORMED NAME: CINEMA RIDE INC DATE OF NAME CHANGE: 19940624 8-K 1 v124603_8k.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 20, 2008

TIX CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
0-24592
(Commission File Number)
95-4417467
(I.R.S. Employer
Identification No.)
 
12001 Ventura Place, Suite 340
Studio City, California 91604
(Address of Principal Executive Offices)
 
(818) 761-1002
(Registrant’s Telephone Number)
 
 
N/A
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 


 
 
 

 
 
20-August -2008 
 
Results of Operations and Financial Condition 
 
Item 2.02. Results of Operations and Financial Condition.

Tix Corporation on August 19, 2008 issued a press release regarding its financial results for the quarter ended June 30, 2008. A copy of the press release is attached as Exhibit 99.1.

The information in this report and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

The exhibit listed on the accompanying Index to Exhibits is filed herewith.

 
 

 
 
INDEX TO EXHIBITS
 
Exhibit
No.
 
Description
99.1
 
Tix Corporation Press Release dated August 19, 2008.

 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Tix Corporation
 
 
 
 
By:
/s/ Matthew Natalizio
Dated: August 20, 2008
Matthew Natalizio 
Chief Financial Officer 

 
 

 
 
EX-99.1 2 v124603_ex99-1.htm
Exhibit 99.1
 
TIX CORPORATION REPORTS 2008 SECOND QUARTER
AND FIRST SIX MONTH RESULTS

Second Quarter Revenue Increases Over 250% Y-O-Y to $16.9 million; First Half
Revenue Increases Over 500% Y-O-Y to $40.0 million

Cash Provided by Operations Grows to $2.5 million for the First Half of 2008,
Compared to Used in Operations of ($2.6) Million in the Prior Year Period

STUDIO CITY, Calif., August 18, 2008 — Tix Corporation (Nasdaq:TIXC), a leading integrated entertainment organization offering ticketing services, event merchandising and concert and theatrical productions, today reported results for the three and six months ended June 30, 2008.

Second quarter 2008 revenue increased 258% to $16.9 million, compared to $4.7 million recorded in the comparable period last year. Net loss for the second quarter decreased to $1.2 million, or $(0.04) per diluted share, compared to a loss of $6.2 million, or $(0.32) per diluted share, reported in the second quarter of 2007.

The Company's revenue for the six months ended June 30, 2008 was $40.0 million, compared to $6.5 million during the same period in 2007. Net loss for the first six months of 2008 improved to $704,000, or $(0.02) per diluted share, compared to the first six months 2007 net loss of $6.7 million, or $(0.35) per diluted share.

The Company generated $1.5 million in EBITDA (earnings before interest, taxes, depreciation, and amortization) for the first six months of 2008 compared to an EBITDA loss during the same period last year of $6.5 million.

“We are very pleased with our overall results during the first half of 2008 as strong revenue growth and improving expense margins highlight the success of our strategy to leverage discount ticketing with our merchandising and entertainment businesses,'' said Mitch Francis, President and CEO of Tix Corporation. “We have successfully built an entertainment platform that has us positioned for long-term profitable growth both organically and through additional strategic acquisitions.”

Mr. Francis continued, “Our Ticketing Service segment improved its operating income by over 22% to $1.4 million for the second quarter of 2008. This was offset by an operating loss in our Exhibit Merchandising and Live Entertainment segments due to the seasonal slow-down of touring shows and the slower consumer environment and lower attendance at the exhibits in Europe. We anticipate stronger profitability in the third and fourth quarters of 2008.

Overall revenue from the Company’s Ticketing Services subsidiary, Tix4Tonight, which includes revenue from both discount and premium ticket sales, was $3.4 million for the second quarter of 2008 compared to $4.7 million in the prior year period. The Company’s discount ticketing division, Tix4Tonight increased ticket sales by 57% to 253,000 tickets and gross ticket sales for the second quarter increased 71% to $12.8 million. Revenue grew 30% to $3.0 million during the second quarter of 2008 compared to $2.3 million in the prior year period. Revenue from the Company’s premium ticketing division, Tix4AnyEvent, was $0.3 million compared to $2.4 million in the prior year period, and reflects management’s decision to give up certain season seats to sporting events that, though they generated significant income, provided little or no net income. Additionally, during the second quarter of 2007 the Company participated in the distribution of premium tickets to two major boxing matches, for which there was no corresponding event in 2008. Miscellaneous revenue from discount golf, and dinner reservations increased 25% year over year to $71,000. The Company currently has exclusive and non-exclusive agreements with approximately 75 Las Vegas shows and attractions, out of a total of approximately 85 running at any given time.


 
Exhibit Merchandising (EM), which operates retail specialty stores for touring museum exhibitions, generated revenue of $3.0 million during the second quarter of 2008. EM currently has four gift shops. These include the gift shop for “Tutankhamun and the World of the Pharaohs” in London, England, and Vienna, Austria which operates through September 2008, the gift shop for the “Egyptian Undersea Treasures” in Madrid, Spain that opened April 15, 2008 and a gift shop supporting “Real Pirates”, which opened in Philadelphia in May, 2008.

Tix Productions (TPI), comprised of Magic Arts and Entertainment and New Space Entertainment, generated $10.5 million of revenue during the second quarter of 2008 and an operating loss of $418,000. Operating income for the six months ended June 30, 2008 was $1.1 million. TPI currently produces the North American tours of “Michael Flatley’s Lord of the Dance”, “The Magic of David Copperfield”, “Jesus Christ Superstar”, and “Rain, The Beatles Experience”. During the third and fourth quarters of 2008 the Company’s productions will also include “Mannheim Steamroller” and “Bob The Builder Live.” The Company is currently working on “101 Dalmations! The Musical!,” scheduled for fourth quarter 2009.

Mr. Francis concluded, “In a very short period of time we have built a leading entertainment platform through our three strategic and complementary divisions of Tix4Tonight, Exhibit Merchandising and Tix Productions. We are excited about our long-term growth opportunities in this multi-tiered industry and look forward to improving our operating results in the second half of 2008.”

Non-GAAP Financial Measures

The following includes the financial measure of performance earnings before interest, income taxes, depreciation and amortization, or EBITDA, that is a commonly used measure of performance in the entertainment industry. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in United States of America or GAAP. Management has historically evaluated its operating performance with this non-GAAP measure.

EBITDA is presented solely as a supplemental disclosure because (1) management believes it enhances an overall understanding of its past and current performance; (2) management believes it is a useful tool for investors to assess the operating performance of the business in comparison to other entertainment businesses since EBITDA excludes certain items that may not be indicative of management’s operating results; (3) measures that are comparable to EBITDA are often used as an important basis for the valuation of entertainment companies; and (4) management uses EBITDA internally to evaluate its operating performance in comparison to its competitors.


 
The use of EBITDA has certain limitations. EBITDA should be considered in addition to, not as a substitute for or superior to any GAAP financial measure including net income as an indicator of management’s performance or cash flows provided by operating activities as an indicator of the Company’s liquidity, nor should it be considered as an indicator of management’s overall performance. Management’s calculation of EBITDA maybe different from the calculation of EBITDA or other similarly titled measurements used by other entertainment companies and therefore comparability may be limited. EBITDA eliminates certain substantial recurring items from net income, such as depreciation, amortization, interest expense and income taxes. Each of these items has been incurred in the past, will continue to be incurred in the future and should be considered in the overall evaluation of the Company’s results. We compensate for these limitations by providing the relevant disclosure of depreciation and amortization, interest expense and income taxes are excluded in the calculation of EBITDA both in the reconciliation to the GAAP financial measure of net income (loss) and in the consolidated financial statements and related footnotes, all of which should be considered when evaluating the Company’s results. Management strongly encourages readers to review our financial information in its entirety and not to rely on a single measure. A reconciliation of EBITDA to net income (loss) follows:
 
       
Three months
ended
     
Three months
ended
 
       
June 30, 2008
     
June 30, 2007
 
                   
Net loss
       
$
(1,166,000
)
     
$
(6,196,000
)
 
                         
Interest income
 
$
11,000
       
$
5,000
       
Interest expense
   
(4,000
)
       
(40,000
)
     
Net interest income (expense)
 
$
7,000
   
7,000
 
$
(35,000
)
 
(35,000
)
 
                         
Depreciation
         
121,000
         
54,000
 
Amortization
         
981,000
         
66,000
 
Income taxes
         
(82,000
)
       
-
 
 
                         
EBITDA
       
$
(153,000
)
     
$
(6,041,000
)
 

 
       
Six months
ended
     
Six months
ended
 
 
     
June 30, 2008
     
June 30, 2007
 
                   
Net loss
       
$
(704,000
)
     
$
(6,716,000
)
 
                         
Interest income
 
$
45,000
       
$
12,000
       
Interest expense
   
(10,000
)
       
(46,000
)
     
Net interest income (expense)
 
$
35,000
   
35,000
 
$
(34,000
)
 
(34,000
)
 
                         
Depreciation
         
237,000
         
99,000
 
Amortization
         
1,987,000
         
85,000
 
Income Taxes
         
-
         
-
 
 
                         
EBITDA
       
$
1,485,000
       
$
(6,498,000
)
 
Investor Conference Call

The conference call is scheduled to begin at 6:00 a.m. PT / 9:00 a.m. ET on Tuesday, August 19, 2008. Participants can access the call by dialing 800-762-8779 (domestic) or 480-248-5081 (international). In addition, the call will be webcast on the Investor Relations section of the Company’s web site at: www.tixcorp.com where it will also be archived for two weeks. A telephone replay will also be available for two weeks. To access the replay, please dial 800-406-7325 (domestic) or 303-590-3030 (international), passcode 3911832.

About TIX Corporation

Tix Corporation is an integrated entertainment organization offering ticketing services, event merchandising and concert and theatrical productions. It currently operates five prime locations in Las Vegas under the Tix4Tonight marquee — offering up to a 50 percent discount for same-day shows, concerts, attractions and sporting events. It also offers discount products for golf and dining at its sales locations in Las Vegas. The Company also offers premium tickets to concerts, theater and sporting events throughout the United States under its Tix4AnyEvent.com brand. Its Exhibit Merchandising operation is engaged in branding, product merchandise development and sales activities related to museum exhibitions and other events — including the King Tutankhamen and Real Pirates tours, selling themed souvenir memorabilia and collector's items in specialty stores in conjunction with the specific events and venues. The Company's newest division, Tix Productions is dedicated to concert and live theatrical promotion and production of events throughout the United States, Canada and Europe and operates under the banners of its recent acquisitions, Magic Arts and Entertainment and NewSpace Entertainment.


 
Safe Harbor Statement

Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company's various filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements.

FINANCIAL STATEMENTS FOLLOW



TIX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
 
Three Months Ended June 30,
 
 
 
2008
 
2007
 
 
 
(Unaudited)
 
(Unaudited)
 
Revenues
 
$
16,864,000
 
$
4,712,000
 
Operating expenses:
             
Direct costs of revenues
   
12,323,000
   
2,910,000
 
Selling and marketing expenses.
   
799,000
   
306,000
 
General and administrative expenses, including non-cash equity-based costs of $593,000 and $5,118,000 in 2008 and 2007, respectively (including $388,000 and $57,000 for officers and directors in 2008 and 2007, respectively).
   
4,059,000
   
7,541,000
 
Depreciation and amortization
   
1,102,000
   
120,000
 
Total costs and expenses
   
18,283,000
   
10,877,000
 
Operating Loss
   
(1,419,000
)
 
(6,165,000
)
Other income (expense):
             
Other income
   
164,000
   
4,000
 
Interest income
   
11,000
   
5,000
 
Interest expense
   
(4,000
)
 
(40,000
)
Other income (expense), net
   
171,000
   
(31,000
)
Loss from operations
   
(1,248,000
)
 
(6,196,000
)
Current income tax (benefit)
   
(82,000
)
 
 
Net loss
   
(1,166,000
)
 
(6,196,000
)
Other comprehensive loss
             
Foreign currency translation adjustments
   
(44,000
)
 
 
Comprehensive loss
 
$
(1,210,000
)
$
(6,196,000
)
 
             
Net loss per common share – basic and diluted
 
$
(0.04
)
$
(0.32
)
 
             
Weighted average common shares outstanding - basic and diluted
   
31,805,228
   
19,374,693
 
 


TIX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 SIX MONTHS ENDED JUNE 30,
 
 
 
2008
 
2007
 
 
 
 (Unaudited)
 
(Unaudited)
 
Revenues
 
$
40,027,000
 
$
6,459,000
 
Operating expenses:
         
Direct costs of revenues
   
29,054,000
   
3,624,000
 
Selling and marketing expenses.
   
2,175,000
   
561,000
 
General and administrative expenses, including non-cash equity-based costs of $1,195,000 and $5,613,000 in 2008 and 2007, respectively (including $776,000 and $100,000 for officers and directors in 2008 and 2007, respectively).
   
7,521,000
   
8,776,000
 
Depreciation and amortization
   
2,224,000
   
184,000
 
Total costs and expenses
   
40,974,000
   
13,145,000
 
Operating loss
   
(947,000
)
 
(6,686,000
)
Other income (expense):
         
Other income
   
208,000
   
4,000
 
Interest income
   
45,000
   
12,000
 
Interest expense
   
(10,000
)
 
(46,000
)
Other income (expense), net
   
243,000
   
(30,000
)
Loss from operations
   
(704,000
)
 
(6,716,000
)
Current income tax expense
   
   
 
Net loss
   
(704,000
)
 
(6,716,000
)
 
         
Other comprehensive loss:
         
Foreign currency translation adjustments
   
(44,000
)
 
 
Comprehensive loss
 
$
(748,000
)
$
(6,716,000
)
 
         
Net loss per common share – basic and diluted
 
$
(0.02
)
$
(0.35
)
 
         
Weighted average common shares outstanding –basic and diluted
   
31,224,025
   
19,042,164
 


 
TIX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
 
June 30,
2008
 
December 31,
2007
 
 
 
(Unaudited)
 
  
 
Assets
 
     
 
     
 
Current assets:
 
    
 
    
 
Cash
 
$
6,321,000
 
$
7,417,000
 
Other receivable
   
   
345,000
 
Accounts receivable, net
   
1,226,000
   
129,000
 
Inventory
   
4,190,000
   
3,938,000
 
Prepaid expenses and other current assets
   
278,000
   
178,000
 
Total current assets
   
12,015,000
   
12,007,000
 
 
         
Property and equipment:
         
Office equipment and furniture
   
1,742,000
   
1,413,000
 
Equipment under capital lease
   
408,000
   
386,000
 
Leasehold improvements
   
320,000
   
313,000
 
 
   
2,470,000
   
2,112,000
 
Less accumulated depreciation and amortization
   
(901,000
)  
(664,000
)
Total property and equipment, net
   
1,569,000
   
1,448,000
 
 
         
Other assets:
         
Intangible assets:
         
Goodwill
   
31,987,000
   
27,115,000
 
Intangible assets, net
   
15,658,000
   
14,524,000
 
Total intangible assets
   
47,645,000
   
41,639,000
 
Capitalized theatrical costs
   
459,000
   
 
Deposits and other assets
   
75,000
   
74,000
 
Total other assets
   
48,179,000
   
41,713,000
 
 
         
Total assets
 
$
61,763,000
 
$
55,168,000
 
 
         
Liabilities and Stockholders' Equity
         
Current liabilities:
         
Accounts payable
 
$
2,543,000
 
$
1,945,000
 
Accounts payable – related party
   
330,000
   
 
Accrued expenses
   
1,431,000
   
1,082,000
 
Current portion of capital lease obligations
   
50,000
   
45,000
 
Deferred revenue
   
64,000
   
54,000
 
Total current liabilities
   
4,418,000
   
3,126,000
 
Non-current liabilities:
         
Capital lease obligations, less current portion
   
103,000
   
108,000
 
Deferred rent
   
114,000
   
188,000
 
Total non-current liabilities
   
217,000
   
296,000
 
Stockholders’ equity:
         
Preferred stock, $0.01 par value; 500,000 shares authorized; none issued
   
   
 
Common stock, $0.08 par value; 100,000,000 shares authorized; 32,964,222 shares and 30,402,325 shares issued at June 30, 2008 and December 31, 2007, respectively
   
2,637,000
   
2,432,000
 
Additional paid-in capital
   
86,959,000
   
81,034,000
 
Accumulated deficit
   
(32,424,000
)  
(31,720,000
)
Accumulated other comprehensive loss
   
(44,000
)   
 
Total stockholders’ equity
   
57,128,000
   
51,746,000
 
Total liabilities and stockholders' equity
 
$
61,763,000
 
$
55,168,000
 
 
Contact:
John Mills / Anne Rakunas
 
ICR, Inc.
 
(310) 954-1100
 

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