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  • 10-Q (Aug 9, 2010)
  • 10-Q (May 10, 2010)
  • 10-Q (Nov 9, 2009)
  • 10-Q (Aug 10, 2009)
  • 10-Q (May 6, 2009)
  • 10-Q (Nov 12, 2008)

 
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TIX CORP 10-Q 2008

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Unassociated Document
 
 


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

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 0-24592

Tix Corporation
(Exact name of small business issuer as specified in its charter)

Delaware
95-4417467
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)

12001 Ventura Place, Suite 340, Studio City, California 91604
(Address of principal executive offices)
 
Issuer’s telephone number, including area code: (818) 761-1002
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report.)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 14, 2008, the Company had 32,964,222 shares of common stock, $0.08 par value, issued and outstanding.
 
Documents incorporated by reference: None.
 
 


 
Special Note Regarding Forward-Looking Statements:
 
This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “may”, “will” or similar expressions that are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include, among others, statements concerning the Company's expectations regarding its business, growth prospects, revenue trends, operating costs, working capital requirements, facility expansion plans, competition, results of operations and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed in or implied by the forward-looking statements contained herein.

Each forward-looking statement should be read in context with, and with an understanding of, the various disclosures concerning the Company and its business made throughout this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, as well as other public reports filed with the United States Securities and Exchange Commission. Investors should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. Except as required by applicable law or regulation, the Company undertakes no obligation to update or revise any forward-looking statement contained in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, whether as a result of new information, future events or otherwise.


 
Tix Corporation and Subsidiaries

Index
 
 
 
Page No.
 
 
 
 
 
PART I. FINANCIAL INFORMATION        
         
Item 1. Financial Statements
     
 
     
Condensed Consolidated Balance Sheets –June 30, 2008 (Unaudited) and December 31, 2007
    1  
 
     
Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended June 30, 2008 and 2007
    2  
 
     
Condensed Consolidated Statements of Operations (Unaudited) - Six Months Ended June 30, 2008 and 2007
    3  
         
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) – Six Months Ended June 30, 2008
    4  
 
     
Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended June 30, 2008 and 2007
    5  
 
     
Notes to Condensed Consolidated Financial Statements (Unaudited) – Six Months Ended June 30, 2008 and 2007
    7  
 
     
Item 2. Management’s Discussion and Analysis or Plan of Operations
    25  
 
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk
    44  
         
Item 4. Controls and Procedures
    45  
 
     
PART II. OTHER INFORMATION
     
 
     
Item 1. Legal Proceedings
    45  
 
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    45  
 
     
Item 3. Defaults upon Senior Securities
    45  
 
     
Item 4. Submission of Matters to a Vote of Security Holders
    46  
 
     
Item 5. Other Information
    46  
 
     
Item 6. Exhibits
    46  
 
     
SIGNATURES
    46  
 

 
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
 

See notes to the condensed consolidated financial statements
 
1


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
 
 
See notes to the condensed consolidated financial statements
 
2


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
 
 
See notes to the condensed consolidated financial statements

3

 
TIX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2008 (Unaudited)
 
                      
 Accumulated
      
            
 Additional
      
 other
 
 Total
 
   
 Common Stock
 
 Paid In
 
 Accumulated
 
 comprehensive
 
 Stockholders’
 
   
 Shares
 
Amount
 
 Capital
 
 Deficit
 
 loss
 
 Equity
 
 
 
 
 
 
 
 
 
 
      
  
 
Balance, December 31, 2007
   
30,402,325
 
$
2,432,000
 
$
81,034,000
 
$
(31,720,000
)
 
 
$
51,746,000
 
 
                                     
Issuance of common stock to consultants
   
79,886
   
6,000
   
389,000
   
         
395,000
 
 
                                     
Issuance of common stock to officers and employees
   
108,334
   
9,000
   
15,000
   
         
24,000
 
 
                                     
Issuance of common stock upon exercise of warrants and options
   
1,326,059
   
106,000
   
(52,000
)
 
         
54,000
 
 
                                     
Fair value of options issued to employees
   
   
   
805,000
   
         
805,000
 
 
                                     
Issuance of common stock for acquisition of Magic Arts & Entertainment
   
476,190
   
38,000
   
2,219,000
   
         
2,257,000
 
 
                                     
Issuance of common stock for acquisition of NewSpace Entertainment
   
571,428
   
46,000
   
2,549,000
   
         
2,595,000
 
                                       
Net Loss for the Period
                     
(704,000
)
       
(704,000
)
 
                                     
Foreign currency translation adjustment
                            
(44,000
)
 
(44,000
)
 
                                     
Balance, June 30, 2008
   
32,964,222
 
$
2,637,000
 
$
86,959,000
 
$
(32,424,000
)
$
(44,000
)
$
57,128,000
 

See notes to the condensed consolidated financial statements. 

4

 
TIX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
 
 
 
 For the Six Months Ended June 30,
 
 
 
2008
 
2007 
 
 
 
(Unaudited) 
 
(Unaudited)
 
Cash flows from operating activities:
             
Net loss
 
$
(704,000
)
$
(6,716,000
)
Adjustments to reconcile net loss to cash provided by (used in)   operating activities:
             
Depreciation and amortization
   
237,000
   
99,000
 
Amortization of intangible assets
   
1,987,000
   
85,000
 
Fair valued common stock issued for services
   
391,000
   
1,998,000
 
Fair value of options issued to employees
   
805,000
   
175,000
 
Fair value of warrants issued to consultants 
   
   
3,440,000
 
Change in allowance of inventory
   
60,000
   
 
(Increase) decrease in:
             
Accounts receivable
   
(578,000
)
 
(387,000
)
Inventory
   
104,000
   
(588,000
)
Prepaid expenses and other current assets
   
320,000
   
(481,000
)
Capitalized theatrical costs, deposits and other assets
   
(461,000
)
 
(58,000
)
Increase (decrease) in:
             
Accounts payable and accrued expenses
   
381,000
   
(588,000
)
Deferred revenue
   
2,000
   
391,000
 
Deferred rent
   
(74,000
)
 
6,000
 
Net cash provided by (used in) operating activities
   
2,470,000
   
(2,624,000
)
Cash flows from investing activities:
             
Purchases of property and equipment
   
(336,000
)
 
(195,000
)
Purchase of Magic Arts & Entertainment, net of cash acquired
   
(1,972,000
)
 
 
Purchase of NewSpace Entertainment, net of cash acquired
   
(1,254,000
)
 
 
Purchase of ticket inventory from AnyEvent
   
   
(96,000
)
Acquisition of AnyEvent
   
   
(300,000
)
Net cash used in investing activities
   
(3,562 ,000
)
 
(591,000
)
 
             
Cash flows from financing activities:
             
Proceeds from notes payable, stockholder
   
   
2,000,000
 
Proceeds from common stock subscriptions
   
   
2,745,000
 
Payments on capital lease obligations
   
(22,000
)
 
(27,000
)
Net proceeds from exercise of options and warrants
   
54,000
   
149,000
 
Net cash provided by financing activities
   
32,000
   
4,867,000
 
 
             
Effect of exchange rate changes on cash
   
(36,000
)
 
 
Change in Cash:
             
Net (decrease) increase
   
(1,096,000
)
 
1,652,000
 
Balance at beginning of period
   
7,417,000
   
1,944,000
 
Balance at end of period
 
$
6,321,000
 
$
3,596,000
 

5

 
 
 
 Six months ended June 30, 
 
 
 
2008
 
2007
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
   
   
 
 
   
   
 
Cash paid for
         
 
Income taxes
 
$
 
$
 
Interest
 
$
10,000
 
$
33,000
 
 
   
   
 
Non-cash investing and financing activities:
   
   
 
Issuance of 476,190 shares of common stock in conjunction with the acquisition of Magic Arts & Entertainment - Florida, Inc.
 
$
2,257,000
 
$
 
Issuance of 571,428 shares of common stock in conjunction with the acquisition of NewSpace Entertainment, Inc.
 
$
2,595,000
 
$
 
Issuance of 137,500 shares of common stock in conjunction with the acquisition of John's Tickets, LLC.
 
$
 
$
550,000
 

Related Notes:

In April 2008 the Company issued common stock as payment of a $29,000 bonus to a former owner of Stand-by Golf that was accrued for at December 31, 2007.

The Company, during the six months ended June 30, 2008, acquired $22,000 of telephone equipment that was financed through a capital lease obligation.
 
See notes to the condensed consolidated financial statements 
 
6

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies
 
Nature of Business

Tix Corporation (the “Company”) was incorporated in Delaware in April 1993 under the name Cinema Ride, Inc. The Company changed its name from Cinema Ride, Inc. to Tix Corporation effective March 3, 2005. The Company is an integrated entertainment company focusing on ticketing services, event merchandising and the production and promotion of live entertainment. We operate three complimentary business units: Ticketing Services, (Tix4Tonight) provides our last minute ticketing and premium ticketing services, Exhibit Merchandising (EM) provides our branded merchandise sales and services, and our newly formed subsidiary, Tix Productions Inc. (TPI), provides live entertainment.
 
Operating Segments

Ticketing Services
 
Our ticketing business falls under our wholly owned subsidiary Tix4Tonight. Ticketing Services offers two distinct services; discount ticketing and premium event ticketing.
 
Discount Ticketing 
 
Discount Ticketing – Las Vegas
 
When selling discounted tickets, Tix4Tonight generally sells them under short-term, exclusive and non-exclusive agreements with approximately 75 Las Vegas shows, out of a total of approximately 85 shows running at any one time, and typically offers tickets for more than 60 shows on any given day at a discount plus a service fee. Tix4Tonight usually receives inventory for sale the same day directly from the show producer, artist or theater. This is a reflection of the Las Vegas market and its last minute purchasing pattern. Tix4Tonight does not know the exact number of tickets for each show it will be able to offer tickets for until the same day of the show. There are usually many more tickets available each day than are sold, although it is not uncommon for Tix4Tonight to sell-out its supply of tickets for individual shows. The producers of the shows are paid on a weekly basis only for the tickets that Tix4Tonight actually sells to customers. Tix4Tonight has no financial risk with respect to unsold tickets and revenues are recorded at net of cost.

Our opportunities to grow the Las Vegas operations are focused on growing our inventory by reaching agreements with additional shows, upgrading the number of our storefront sales locations and working to further monetize the relationships we have with customers by offering additional, complimentary products and services. Toward these ends Tix4Tonight also offers discounted entrée tickets to approximately 30 Las Vegas area restaurants and discounted golf tee times to more than 30 Las Vegas golf courses.

Discount Ticketing – HalfPriceTickets.com

Tix Corporation recently announced the launch of its internet based HalfPriceTickets.com. As with our Tix4Tonight operation in Las Vegas, HalfPriceTickets.com offers a unique marketing channel for producers, presenters, artists and theaters nationwide that will take advantage of our strong position in the live entertainment industry, and discounted ticket sales. HalfPriceTickets.com will operate in a manner similar to Tix4Tonight with a few key differences. Instead of relying on a strong local presence for direct sales we will primarily use the internet as our customer interface and instead of offering only deeply discounted day of show tickets we will expand the date range of our ticket availability.  

7


Premium Ticketing Tix4AnyEvent

Tix4Tonight operates a national event ticket broker called Tix4AnyEvent (AnyEvent), which focuses on premium tickets for sporting events, concert tours and theatres. In the area of premium tickets, we have changed from a retail ticket seller to the public to a wholesaler of tickets, that is our clients are national retail ticket brokers. As a result of this philosophical-change we are assuming less risk, have been able to reduce our overhead and increase the likelihood of profitability. The tickets sold are generally obtained through the event sponsor, artist or producer, although in some circumstances the tickets that we sell are from secondary or resale, markets. Most of the tickets offered by Tix4AnyEvent are for hard to obtain and sold out events such as the Super Bowl, Masters Golf tournament, NBA Finals and major musical and theatrical tours. We continue to expand our event offerings in this field through our strong industry relationships. Tix4AnyEvent operations are located in the leased administrative offices of Tix4Tonight.
 
Exhibit and Event Merchandising

The Company provides exhibit and event merchandising through its wholly owned subsidiary, Exhibit Merchandising, LLC (EM). EM provides retail specialty stores for touring museum exhibitions and touring theatrical productions. EM provides a complete turn-key retail store including professional management and both custom-branded products and commercially-available products for sale. EM operates the stores in space provided in conjunction with the exhibit. To date, revenues from the management of retail outlets associated with the sale of merchandise related to touring exhibits have been primarily derived from “Tutankhamun and The Golden Age of the Pharaohs.”

Management expects that EM’s growth will be from direct merchandising opportunities directed from our other operating units , for example Jesus Christ Superstar and Mannheim Steamroller, or by adding additional exhibits and events that we currently do not represent.
 
Live Entertainment
 
In January 2008, the Company acquired two live theatrical and concert production companies; Magic Arts & Entertainment, LLC (Magic) and NewSpace Entertainment, Inc. (NewSpace). Both Magic and NewSpace are independent presenters of live theater and concerts with a history of working together. The Company merged the two entertainment companies into its newly-formed wholly-owned subsidiary Tix Productions Inc. We believe that by combining the operations of the two companies into a single entity we will be able to leverage our resources, gain operating efficiencies and more fully utilize the combined network of producers and promoters. NewSpace and Magic will continue to operate under their current names for the foreseeable future as a reflection of the marketplace’s recognition of those entities.
 
 As a live entertainment presenter, we book touring theatrical and concert presentations with a history of successful commercial appeal and participate in the development and roll out of new theatrical and concert presentations often originating on Broadway in New York or the West End in London.  We use a wide variety of marketing channels to sell tickets to these programs including our substantial subscriber-based businesses in eight US cities, our Salt Lake City based group sales team, and standard marketing tools including print, radio, television, outdoor and internet marketing tools. In addition, we invest in shows or productions in advance of their initial tour to obtain favorable touring and distribution rights.
 
 Our Live Entertainment operation focuses on two major areas: production and presentation. As producers, we invest in the creation of original entertainment properties, which are then sold to third party presenters generating both upfront guaranteed income and revenue sharing opportunities and additional opportunities for sponsorship and other ancillary revenue streams. Examples of this are tours of Mannheim Steamroller Christmas, Jesus Christ Superstar and the upcoming 101 Dalmatians property.

As presenters, we generally contract for entertainment properties from producers to present in markets around the US and Canada. Throughout the US and Canada, we have a distinct competitive advantage in that we know and have worked in most major North American cities, something that few, if any, other organizations can claim. This allows us to work with shows throughout the country and negotiate terms that are unavailable to presenters in individual markets. In eight markets, we have substantial subscriber-based operations operating as “Broadway in (city name)” series which greatly reduces the risk associated with individual presentations and provides additional opportunities to generate sponsorship and other ancillary revenue streams. These markets are Salt Lake City, Eugene, Kalamazoo, Akron, Albuquerque, Colorado Springs, Fresno and Boise. In Canada, we have a presenting relationship that operates under the name Canada Theatricals Live which is now the second largest presenter of theater-based events in Canada.

8


 
Opportunities for growth in the Live Entertainment unit revolve around our expanding ownership of intellectual content, for example 101 Dalmatians and Bob the Builder, which gives us first rights to present these shows and provides us the ability to direct ticket sales and branded merchandising to our other operating segments. In addition, we see growth opportunities to present in major marketplaces where competition has diminished due to industry consolidation such as Chicago, Detroit and Boston and even more opportunities in smaller markets where individual promoters have gone out of business.
 
Preparation of Interim Financial Statements
 
The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that its disclosures are sufficiently presented to prevent this information from being misleading. Due to seasonality and other factors, the results for the interim periods are not necessarily indicative of results for a full year. The financial statements contained herein should be read in conjunction with the consolidated and combined financial statements and notes thereto included in the Company’s 2007 Annual Report on Form 10-K and interim financial statements and information reported on Forms 8-K and 10-Q.
 
Note 2. - Summary of Significant Accounting Policies

 Revenue Recognition, Presentation and Concentrations:
 
The Company has several streams of income, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies.
 
The Company’s Las Vegas discount show ticketing business recognizes as revenue the commissions and related transaction fees earned from the sale of Las Vegas show tickets at the time the tickets are paid for and delivered to the customers. The Company’s commissions are calculated based on the face value of the show tickets sold. The Company’s transaction fees are charged on a per-ticket basis. With certain exceptions, ticket sales are generally non-refundable, although same-day exchanges of previously sold tickets are permitted. Claims for ticket refunds, which are generally received and paid the day after the show date, are charged back to the respective shows and are recorded as a reduction to the Company’s commissions and fees at the time that such refunds are processed. The Company does not have accounts receivable associated with its sales transactions, as payment is collected at the time of sale.

The Company’s HalfPriceTickets.com will recognize as revenue the commissions and related transaction fees from the sale of tickets will be considered earned when the related event has occurred. Refunds are only issued if the event is canceled or postponed. Payments for such ticket sales received prior to the event will be recorded as deferred revenue. Claims for ticket refunds, which will be generally received and paid the day after the show date, will be charged back to the respective shows and are recorded as a reduction to the Company’s commissions and fees at the time that such refunds will be processed. HalfPriceTIckets.com does not have any accounts receivable associated with sales transactions to individual customers because payment is collected at the time of sale.

9

 
Tix4Dinner offers reservations for discounted dinners at various restaurants on the Las Vegas strip with dining at specific times on the same day as the sale. Tix4Dinner recognizes as revenue the transaction fees earned from the booking of dinner reservations at the time that the reservations are made. At this time, the Company has minor accounts receivable and no accounts payable associated with the Tix4Dinner operations, as the Company collects the transaction fee at the time that the reservation is made, and the dinner payment is collected directly by the restaurant. The restaurants pay the Company a fee per guest.
 
Tix4Golf recognizes as revenue the difference between how much it charges its customers for tee-times and how much it pays golf courses for tee-times. The revenue per tee-time, as well as the cost per tee-time, will vary, depending on the desirability of the golf course and tee-time, weather, time of year and several other factors. Revenue per tee-time is significantly higher when tee-times are guaranteed or pre-bought in large quantities. Tee-times are generally sold the day before or the day of the tee-time, however, tee-times may be booked in advance. Revenue is not recognized until the day of the tee-time. The Company does not have any accounts receivable associated with this business because all transactions are paid for at the time of purchase.
 
Tix4AnyEvent recognizes as revenue the gross amount from the sale of tickets that it owns. AnyEvent bears the risk of economic loss if the tickets are not sold by the date that the event is scheduled to occur. Revenue is considered earned when the related event has occurred. Refunds are only issued if the event is canceled or postponed. Payments for such ticket sales received prior to the event are recorded as deferred revenue.Tix4AnyEvent does not have any accounts receivable associated with sales transactions to individual customers because payment is collected at the time of sale. However, sales transactions to other ticket brokers may be conducted on a credit basis, which would generate accounts receivable.
 
Exhibit Merchandising recognizes retail store sales at the time the customer takes possession of the merchandise. All sales are net of discounts and returns and exclude sales tax. Discounts are estimated based upon historical experience. For online sales, revenue is recognized free on board ("FOB") origin where title and risk of loss pass to the buyer when the merchandise leaves the Company's distribution facility at the time of shipment, which we refer to as the date of purchase by the customer. Shipping and handling revenues from our websites are included as a component of net sales. The Company does not have any accounts receivable associated with this business because all transactions are done by cash or credit card.
 
On January 1, 2008, the Company began its live entertainment productions. Revenue from the presentation and production of an event is recognized after the performance occurs; however any profits related to these tours is recognized after minimum revenue thresholds, if any, have been achieved. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship and other revenue, which is not related to any single event, is classified as deferred revenue and generally amortized over the tour’s season or the term of the contract. We account for taxes that are externally imposed on revenue producing transactions on a net basis, as a reduction to revenue.
 
 Consolidation:
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.
 
Accounts receivable and credit policies: 
 
Accounts receivable are primarily associated with the revenues of shows in the process of settlement of all related event accounting. Accounts receivable are stated at the amount management expects to collect from the outstanding balances. Management provides for probable uncollectible amounts as a charge to operations during the period in which such determination is made based upon its assessment of the collectability of individual accounts. Balances that remain outstanding after reasonable collection efforts are written off. The amount charged to operations to reflect uncollectible accounts receivable bad debt expense has not been material to the financial statements periods presented.

10


Capitalization of Theatrical Production Development Costs:
 
As there is no accounting guidance related to the capitalization of theatrical production development costs. Therefore consistent with SOP 00-2 for the capitalization of certain film production and development costs and by analogy applied to theatrical productions the Company capitalizes costs incurred in the development of its theatrical productions. Costs capitalized by the Company include, but are not limited to, payments to directors, authors, composers, crews and other expenses directly associated with bringing a production to market. Management periodically reviews each theatrical production and will write down or write-off those capitalized costs if management determines the likelihood those costs will be recouped or to receive earnings from all sources related to the production has diminished. The Company amortizes these capitalized costs when the production is open to the public or is licensed to a third party. At June 30, 2008, the Company had $459,000 of capitalized costs, of which $400,000 relates to the theatrical rights of 101 Dalmatians, and $59,000 relates to the theatrical rights of Bob the Builder, with both shows to begin staging in the second half of 2008 and 2009.
 
 Purchase Accounting
 
The Company accounts for its business acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the assets acquired is recorded as goodwill. Determining the fair value of the assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions with respect to future cash flows, discount rates, asset lives and market values, among other items. Reserves have been established on the Company’s balance sheet related to acquired liabilities and qualifying restructuring costs and contingencies based on assumptions made at the time of acquisition. The Company evaluates these reserves on a regular basis to determine the adequacies of the amounts.
 
 Stock-Based Compensation:
 
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees using Statement of Financial Accounting Standards (SFAS) No. 123R effective January 1, 2006, for all share-based payments granted based on the requirements of SFAS No. 123R for all awards granted to employees. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18: "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
 
Intangible Assets:
 
The Company accounts for intangible assets in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Intangibles are valued at their fair market value and are amortized taking into account the character of the acquired intangible asset and the expected period of benefit.
 
 The Company evaluates intangible assets for impairment, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets is measured by comparing its net book value to the projected undiscounted cash flows from these assets, considering a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.  At March 31, 2008, we relinquished our rights to purchase season tickets to Cleveland Browns and Cleveland Cavaliers games, acquired through the purchase of Tix4AnyEvent. As a result, a one-time charge of $25,000 was recorded to the amortization of intangible expense to reduce the value of the related intangible asset. There were no other indications of impairment based on management’s assessment at June 30, 2008.

11

Income Taxes:
 
Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax basis of assets and liabilities. The Company considers future taxable income and ongoing, prudent and feasible tax planning strategies, in assessing the value of its deferred tax assets. If the Company determines that it is more likely than not that these assets will not be realized, the Company will reduce the value of these assets to their expected realizable value, thereby decreasing net income. Evaluating the value of these assets is necessarily based on the Company’s judgment. If the Company subsequently determines that the deferred tax assets, which were written down, would be realized in the future, the value of the deferred tax assets would be increased, thereby increasing net income in the period when that determination was made.
 
The Company adopted the provisions of FIN 48 on January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attributable for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likelihood of being realized.
 
Fair Value of Financial Instruments:
 
The carrying amounts of financial instruments, including cash, accounts and other receivables, accounts payable and accrued liabilities, and short-term loans approximate fair value because of their short maturity. The carrying amounts of capital lease obligations approximate fair value because the related effective interest rates on these instruments approximate the rates currently available to the Company.
 
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This Statement defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance applies to other accounting pronouncements that require or permit fair value measurements. On February 12, 2008, the Financial Accounting Standards Board (FASB) finalized FASB Staff Position (FSP) No.157-2, Effective Date of FASB Statement No. 157. This Staff Position delays the effective date of SFAS No. 157 for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS No. 157 had no effect on the Company’s consolidated financial position or results of operations.
 
Cash Concentrations: 
 
The Company's cash balances on deposit with banks are guaranteed up to $100,000 by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically be exposed to risk for the amount of funds held in one bank in excess of the insurance limit. In order to control the risk, the Company's policy is to maintain cash balances with high quality financial institutions. The Company had cash balances with a bank in excess of the $100,000 insurance limit as of June 30, 2008 and December 31, 2007.
 
Foreign Currency:
 
Results of foreign operations are translated into U.S. dollars using the average exchange rates during the year. The assets and liabilities of those operations are translated into U.S. dollars using the exchange rates at the balance sheet date. The realized and unrealized exchange gains and losses were minor in 2007 and were $7,000 and $(44,000) in 2008, respectively. The related translation adjustments are recorded in a separate component of stockholders’ equity in accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in operations. The Company began operating in the United Kingdom in November 2007, with the opening of its exhibit shop at the O2 for “Tutankhamen and The Golden Age of the Pharaohs.” Additionally, in March 2008, the Company opened a second exhibit shop in Vienna, Austria for “Tutankamun and the World of the Pharaohs” and a third exhibit shop for “The Undersea Treasures of Egypt” in Madrid, Spain. 

12

 
Net Income (Loss) Per Common Share:

Statement of Financial Accounting Standards No. 128, “Earnings Per Share,” requires presentation of basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. These potentially dilutive securities were not included in the calculation of loss per share for the three and six months ended June 30, 2008 and 2007, because the Company incurred a loss during these periods and thus their effect would have been anti-dilutive. Accordingly, basic and diluted loss per share is the same for the three and six months ended June 30, 2008 and 2007. At June 30, 2008 we had outstanding warrants and stock options to acquire an aggregate of 3.8 million of which, 2.6 million were warrants to purchase shares of our common stock and 1.2 million were options to purchase shares of our common stock.
  
Issued but unvested shares of common stock are excluded from the calculation of basic earnings per share, but are included in the calculation of diluted earnings per share, when dilutive.
 
Accounting Estimates:
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Advertising Costs:
 
Advertising costs are charged to operations as selling and marketing expenses at the time the costs are incurred. For the three and six months ended June 30, 2008 and 2007, advertising costs were $1.6 million and $3.8 million, and $251,000 and $429,000, respectively.  

Impairment of Long-Lived Assets:
 
Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), established guidelines regarding when impairment losses on long-lived assets, which include property and equipment, should be recognized, and how impairment losses should be measured. SFAS No. 144 also provided a single accounting model for long-lived assets to be disposed of and significantly changed the criteria that would have to be met to classify an asset as held-for-sale.

Management regularly reviews property, equipment and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on the Company’s balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. There were no indications of impairment based on management’s assessment at June 30, 2008 or December 31, 2007.

13

 
Recent Accounting Pronouncements:
 
References to the “FASB”, “SFAS” and “SAB” herein refer to the “Financial Accounting Standards Board”, “Statement of Financial Accounting Standards”, and the “SEC Staff Accounting Bulletin”, respectively.
 
In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles.  SFAS No. 162 becomes effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  The Company does not expect that the adoption of SFAS No. 162 will have a material impact on its financial statements.
 
In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.”  FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.”  The Company is required to adopt FSP No. FAS 142-3 effective at the beginning of 2010.  The Company is evaluating the impact that the adoption of FSP No. FAS 142-3 will have on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The objective of SFAS No. 161 is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 applies to all derivative financial instruments, including bifurcated derivative instruments (and nonderivative instruments that are designed and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted for under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. SFAS No. 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company has not yet determined the effect on its consolidated financial statements, if any, upon adoption of SFAS No. 161.

In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (FAS 141(R)), which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. Statement 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited.

14

 
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards that require that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. SFAS No. 160 also requires that any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure requirements to identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented.
 
The Company does not believe the adoption of the above recent pronouncements, with the exception of FAS 141(R), will have a material effect on the Company’s consolidated results of operations, financial position, or cash flows. FAS 141(R) introduces significant changes to the accounting for and reporting of business combinations, continuing the movement toward greater use of fair values in financial reporting and expanded disclosures. FAS 141(R) impacts the annual goodwill impairment test associated with acquisitions that occurred prior to the standard's effective date and acquisitions closing after the effective date. Thus, companies such as us that have goodwill from an acquisition that closed prior to the standard's effective date will need to understand and implement the provisions of FAS 141(R). Management is currently evaluating the potential effects of FAS 141(R) on its currently recorded goodwill, as well as any goodwill that could be recorded as result of a future acquisition.

Note 3. - Acquisitions
 
On January 2, 2008, the Company announced that it had entered into separate letters of intent to acquire Magic Arts and Entertainment, LLC (Magic) and NewSpace Entertainment, LLC (NewSpace). As part of the letters of intent, the managements of Magic and NewSpace agreed to manage the operations of their respective companies’ for the benefit of the Company from January 2, 2008 until the transactions could be finalized. The managements’ of Magic and NewSpace were required to consult and obtain the approval of the management of the Company prior to entering into any long term arrangements or transactions that were outside the normal course of business. Further, the Company assumed all responsibility for any losses or profits that might be incurred or earned during this period by both Magic and NewSpace. As such, the Company has included the results of operation of Magic and NewSpace in its consolidated operations as of January 2, 2008, the date the company acquired effective control. The acquisition of Magic was completed on February 29, 2008 and the acquisition of NewSpace was completed on March 12, 2008. 
 
Magic Arts and Entertainment:
 
On February 29, 2008 we completed our merger acquisition of Magic. Pursuant to the Merger Agreement and Plan of Merger, we paid to the two stockholders of Magic a total $2.1 million in cash and issued to them a total of 476,190 restricted shares of our common stock with a market value of $2.3 million. Additionally, we will be required to issue to the former Magic stockholders a total of up to 380,952 additional shares of our common stock if certain EBITDA milestones are achieved during the first thirty-six months. These milestones are based upon the results achieved by Tix Productions, Inc. (“TPI”), a wholly owned subsidiary of the Company that focuses on providing live entertainment.
 
The assets of Magic consist primarily of agreements, copyrights and licenses to theatres, productions, and touring acts. We carry on Magic’s business through TPI.
 
The acquisition of Magic has been accounted for as a purchase in accordance with SFAS No. 141, “Business Combinations,” and the operations of the company have been consolidated commencing with the closing of the transaction. The $4.4 million purchase price was allocated based upon the fair value of the acquired assets, as determined by Gemini Valuation Services, an independent valuation firm.

15



Allocation of the Purchase Price of Magic Arts & Entertainment:

Tangible assets, net of liabilities assumed:
 
$
143,000
 
Intangible assets:
     
Employment Agreement
   
1,580,000
 
Technology-based
   
5,000
 
Contract
   
75,000
 
Goodwill
   
2,613,000
 
Purchase price
 
$
4,416,000
 
 
In conjunction with the completion of the Merger, we entered into written employment agreements with Joseph B. Marsh and Lee D. Marshall, the co-founders of Magic, under which they will serve as the Co-Chief Executive Officers of TPI. The term of each of the employment agreements commenced on February 29, 2008 and will expire on February 28, 2011, unless sooner terminated in accordance with the applicable provisions of the employment agreement. Under the employment agreements, Mr. Marsh is entitled to an annual salary of $100,000 and Mr. Marshall is entitled to an annual salary of $300,000 that will increase by $25,000 each year during the term of the agreement. Mr. Marshall also is eligible to receive annual bonuses based upon TPI exceeding performance milestones specified in his employment agreement.  
 
In the event of the termination of employment of Mr. Marsh or Mr. Marshall for any reason other than termination by us for “cause” (as defined in the employment agreement) or termination by reason of his death or permanent disability, we have agreed to continue to pay Mr. Marsh or Mr. Marshall or their personal representatives, as the case may be, the annual salary under his employment agreement for six months following their departure.
 
Under their employment agreements, each Messrs. Marsh and Marshall agrees not to compete with us during the period from the date on which their employment with the Company is terminated for any reason through the fifth anniversary of such date.  Mr. Marsh was a shareholder of Tix prior to its acquisition of Magic and presently owns approximately 15% of Tix's common stock.
  
NewSpace Entertainment
 
On March 11, 2008, we completed our merger acquisition of NewSpace . Pursuant to the Merger, we paid to the three stockholders of NewSpace $1.4 million in cash and issued to them a total of 571,428 restricted shares of our common stock with a market value of $2.6 million.
 
The assets of NewSpace consist primarily of agreements, copyrights and licenses to theatres, productions, and touring acts. We carry on the business of NewSpace through TPI.  
 
The acquisition of NewSpace has been accounted for as a purchase in accordance with SFAS No. 141, “Business Combinations,” and the operations of the company have been consolidated commencing with the closing of the transaction. The $4.0 million purchase price was allocated and based upon the fair value of the acquired assets, as determined by Gemini Valuation Services, an independent valuation firm. This valuation is still subject to change and revision may occur in the assigned value. The Company does not believe any changes or revisions will be significant.

16


Allocation of the Purchase Price of NewSpace Entertainment:

Tangible assets, net of liabilities assumed:
 
$
291,000
 
Intangible assets:
     
Licensing Contracts
   
62,000
 
Employment Agreements
   
1,394,000
 
Technology-based
   
5,000
 
Goodwill
   
2,261,000
 
Purchase price
 
$
4,013,000
 

In conjunction with the completion of the Merger, we entered into written employment agreements with John Ballard, Steve Boulay and Bruce Granath, the three stockholders of NewSpace, pursuant to which they will serve as President, Chief Operating Officer and Vice President - Marketing, respectively, at TPI. The term of each of the employment agreements commenced on March 11, 2008 and will expire on the third anniversary of such date, unless sooner terminated in accordance with applicable provisions of the employment agreements.
 
Mr. Ballard and Mr. Boulay are entitled under their respective employment agreements to an annual salary of $185,000. Under his employment agreement, Mr. Granath is entitled to an annual salary of $115,000. Each of Messrs. Ballard, Boulay and Granath are entitled to increases in such his  annual salaries of at least 3% per annum.
 
If Messrs. Ballard, Boulay and Granath are terminated “for cause” as defined in their employment agreements or the employment agreements expire upon their respective terms, each agrees not to compete with us during the period from the date of termination or expiration through the fifth anniversary of such date.
 
In the event of our termination of employment of any of Messrs. Ballard, Boulay or Granath “without cause” (as defined in their respective employment agreements) or termination of any of Messrs. Ballard, Boulay and Granath for “good reason” (as defined in their respective employment agreements), we have agreed to continue to pay each of Messrs. Ballard, Boulay and Granath or their personal representatives, as the case may be, his annual salary under his employment agreement for six months.
 
Pro forma financial information (unaudited)

The unaudited financial information in the table below summarizes the combined results of operations of the Company and Exhibit Merchandising (acquired August 2007) , Magic Arts & Entertainment (acquired January 1, 2008) and NewSpace Entertainment (acquired January 2, 2008) on a pro forma basis, as though the companies had been combined as of the beginning of each of the periods presented. As NewSpace came into existence on July 1, 2007, no revenues or expenses are included in this pro forma. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the these acquisitions had taken place at the beginning of the period presented.

The pro forma financial information for the period presented includes the business combination accounting effect on the amortization charges from acquired intangible assets, acquisition costs reflected in the Company’s and the acquired companies’ historical statements of operations for the period prior to the asset purchase, and the related tax effects.

The unaudited pro forma financial information for the three and six months ended June 30, 2007, combines the historical results for the Company for that period, with the historical results for the companies acquired as a separate entity for the similar period.
 
Pro forma:
 
         
   
Six Months ended
 
Three Months 
ended
 
   
June 30, 2007
 
June 30, 2007
 
           
Total revenues
 
$
20,807,000
 
$
11,679,000
 
Net loss
 
$
(6,079,000
)
$
(5,082,000
)
               
Basic and diluted net loss per share
 
$
(0.25
)
$
(0.23
)


17

 
Note 4. Intangible Assets

The following table summarizes the original cost, the related accumulated amortization, and the net carrying amounts for the Company’s intangible assets at June 30, 2008.
 
 
 
Estimated
 
Original
 
Accumulated
 
Net 
Carrying
 
   
Useful Lives 
 
Cost
 
Amortization
 
Amount
 
Marketing Based
   
3-6 years
 
$
12,277,000
 
$
1,853,000
 
$
10,424,000
 
Contract commitments
   
3 years
   
5,891,000
   
1,196,000
   
4,695,000
 
Customer relationships
   
3 years
   
612,000
   
269,000
   
343,000
 
Technology Based
   
3 years
   
111,000
   
45,000
   
66,000
 
Intellectual property (e.g. domain names)
   
5 years
   
130,000
   
   
130,000
 
Goodwill
   
indefinite
   
31,987,000
   
   
31,987,000
 
Total
     
$
51,008,000
 
$
3,363,000
 
$
47,645,000
 
   
Total amortization expense related to intangible assets for the three months ending June, 2008 and 2007 was $981,000 and $85,000, respectively. Total amortization expense for the six months ended June 30, 2008 was $1,987,000 and $85,000. Total estimated amortization expense with respect to intangible assets for the remainder of 2008 though 2013 is as follows:

Years Ending December 31,
 
 
 
Remaining 2008
 
$
1,975,000
 
2009
   
3,813,000
 
2010
   
3,242,000
 
2011
   
2,655,000
 
2012
   
2,655,000
 
2013
   
1,243,000
 
Thereafter
   
75,000
 
Total
 
$
15,658,000
 

Note 5. Obligations under Capital Leases

The Company has entered into various capital leases for equipment with monthly payments ranging from $33 to $1,767 per month, including interest, at interest rates ranging from 9.8% to 19.7% per annum. At June 30, 2008, monthly payments under these leases aggregated $6,000. The leases expire at various dates through 2013.

At June 30, 2008 and 2007, property and equipment included assets under capital leases of $408,000 and $386,000, less accumulated amortization of $257,000 and $200,000, respectively.
 
Minimum future payments under capital lease obligations for the remainder of 2008, and thereafter are as follows:

18


Years Ending December 31,
 
       
 
2008
 
$
34,000
 
2009
   
64,000
 
2010
   
67,000
 
2011
   
9,000
 
2012
   
8,000
 
2013
   
3,000
 
Total payments
   
185,000
 
Less: amount representing interest
   
(32,000
)
Present value of minimum lease payments
   
153,000
 
Less: current portion
   
(50,000
)
Non-current portion
 
$
103,000
 

Note 6. Related Party Transactions

In April, 2008, the Company agreed to advance $329,000, to a ticket vendor to allow the vendor to purchase season seats to the Detroit Tigers. In return the Company received 900 tickets to Detroit Tiger’s games of the Company’s choosing and a promissory note from the ticket vendor to repay the entire $329,000. Joseph Marsh, Co-CEO of Tix Productions, advanced the funds to the vendor and submitted a request for reimbursement of the funds. The funds were recorded as a liability at June 30, 2008 and Mr. Marsh was repaid in July 2008.

During 2008 and 2007, Benjamin Frankel, a director of the Company, was a principal in Frankel, LoPresti & Co., an accountancy corporation that provides tax advisory and preparation services to the Company. No expenses have been incurred for the three and six months ended June 30, 2008. For the three and six months ended June 30, 2007, we paid Mr. Frankel or his firm for tax preparation and advisory services $15,000 and $21,000 respectively.

Note 7. Stock-Based Compensation Plans

The Company has various stock-based compensation plans, which are described below.

Consultant Stock Plan:
 
Mr. Joseph Marsh, a greater than 10% shareholder of Tix, was a principal in Magic Arts and Entertainment - Florida, Inc., a company Tix acquired on January 1, 2008.  For more details regarding the purchase of Magic, see Note 3. -  Acquisitions.

On December 11, 2003, the Company adopted the 2003 Consultant Stock Plan (the “Consultant Stock Plan”). The purpose of the Consultant Stock Plan is to advance the interests of the Company by helping the Company obtain and retain the services of persons providing consulting services upon whose judgment, initiative, efforts and/or services the Company is substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of capital stock of the Company. Consultants or advisors are eligible to receive grants under the plan program only if they are natural persons providing bona fide consulting services to the Company or its subsidiaries, with the exception of any services they may render in connection with the offer and sale of the Company’s securities in a capital-raising transaction, or which may directly or indirectly promote or maintain a market for the Company’s securities.

The Consultant Stock Plan provides for the granting of either common share purchase options or stock bonuses as compensation. A total of 1,600,000 common shares were reserved for issuance under the Consultant Stock Plan. If any awards granted under the plan are forfeited for any reason before they have been exercised, vested or issued in full, the unused shares subject to those expired, terminated or forfeited awards will again be available for purposes of the plan. No awards may be issued after December 11, 2013.

On March 3, 2004, the Company filed with the Securities and Exchange Commission a registration statement on Form S-8 for the purpose of registering 1,600,000 common shares issuable under the Consultant Stock Plan under the Securities Act of 1933. As of June 30, 2008, 715,243 common shares were reserved for issuance under the Consultant Stock Plan.

19


2004 Option Plan:

On March 3, 2005, the Company adopted the 2004 Stock Option Plan (the “2004 Option Plan”) for officers and employees of the Company or its subsidiaries. The 2004 Option Plan was approved pursuant to a Joint Written Consent of the Board of Directors and Majority Stockholders of the Company dated September 22, 2004. The 2004 Option Plan authorized the granting of incentive stock options and non-qualified stock options to purchase an aggregate of not more than 960,000 shares of the Company’s common stock. The 2004 Option Plan provided that options granted would generally be exercisable at any time during a ten-year period (five years for a stockholder owning in excess of 10% of the Company’s common stock) and vest one-third in each of the three years following the grant, unless otherwise provided by the plan administrator. The exercise price for non-qualified stock options would not be less than the par value of the Company’s common stock. The exercise price for incentive stock options would not be less than 100% of the fair market value of the Company’s common stock on the date of grant (110% of the fair market value of the Company’s common stock on the date of grant for a stockholder owning in excess of 10% of the Company’s common stock). No option may be exercised during the first six months of its term except in the case of death.

During the six months ended June 30, 2008, the Company did not issue options to purchase shares of its common stock under the 2004 Option Plan. As of June 30, 2008, options to purchase 163,000 shares of common stock were reserved for issuance under the 2004 Option Plan.
 
2004 Directors Option Plan:
 
On March 3, 2005, the Company adopted the Directors Stock Option Plan (the “2004 Directors Option Plan”) for non-employee directors of the Company. The 2004 Directors Option Plan was approved pursuant to a Joint Written Consent of the Board of Directors and Majority Stockholders of the Company dated September 22, 2004. The 2004 Directors Option Plan authorized the granting of non-qualified stock options to purchase an aggregate of not more than 240,000 shares of the Company’s common stock. The 2004 Directors Option Plan provided that options granted would be exercisable for a period not to exceed ten years and would vest on a cumulative basis as to one-third of the total number of shares covered thereby at any time after one year from the date the option was granted and an additional one-third of such total number of shares at any time after the end of each consecutive one-year period thereafter until the option had become exercisable as to all of such total number of shares. The exercise price for non-qualified stock options would be the fair value of the Company’s common stock at the date of the grant. No option may be exercised during the first six months of its term except in the case of death. The Company has not issued any options under the 2004 Directors Option Plan during the six months ended June 30, 2008.

The fair value of each option on the date of grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 
 
2008
 
2007
 
Risk free rate of return
   
4
%
 
4
%
Option lives in years
   
6
   
6
 
Annual volatility of stock price
   
112.5
%
 
112.5
%
Dividend yield
         

Summary of Stock Options:

The intrinsic value of outstanding stock options at June 30, 2008 was $927,400, as compared to $1,848,000 at June 30, 2007. The intrinsic value of exercisable stock options at June 30, 2008 was $683,000, as compared to $868,000 at June 30, 2007. A summary of the combined stock option for the six months ended June 30, 2008 for the three plans discussed above is as follows:

20

 
 
 
 
Number
of
options
 
Weighted
 average
 exercise
 price 
 
Balance outstanding, December 31, 2007
   
1,288,500
 
$
5.24
 
 
         
Options granted
   
   
 
Options exercised
   
(100,500
)
 
2.01
 
Options expired or forfeited
   
   
 
 
         
Balance outstanding, June 30, 2008
   
1,188,000
 
$
5.52
 
 
         
Balance exercisable June 30, 2008
   
235,000
 
$
2.46
 
 
Information relating to outstanding stock options at June 30, 2008, summarized by exercise price, is as follows:
 
 
 
 Outstanding
 
 Exercisable
 
Exercise Price Per Share
 
 Shares
 
 Life
(Years)
 
  Exercise Price
 
 Shares
 
Weighted  
Average Exercise 
Price
 
 
 
 
 
 
 
 
 
 
 
 
 
$6.00 - $7.20
   
818,000
   
9.17
 
$
7.01
   
65,000
 
$
7.08
 
$4.00 - $5.99
   
120,000
   
5.34
 
$
4.05
   
20,000
   
4.30
 
$2.00 - $3.99
   
100,000
   
4.67
 
$
3.00
   
   
 
$0.22 - $1.99
   
150,000
   
1.17
 
$
0.22
   
150,000
   
0.22
 
 
                     
 
   
1,188,000
   
7.30
 
$
5.52
   
235,000
 
$
2.46
 
 
For the three months ended June 30, 2008 and 2007, the value of options vesting during the period was $402,000 and $108,000 respectively. For the six months ended June 30, 2008 the value of options vested during the period was $805,000 and $227,100, respectively. As of June 30, 2008, the Company has outstanding unvested options with future compensation costs of $3.2 million, which will be recorded as compensation cost as the options vest over their remaining average life of 6.8 years.
 
The assumptions used in calculating the fair value of the options granted during 2007, using the Black-Scholes option-pricing model were as follows: risk free interest rate - 4%; expected life - 6 years; estimated volatility - 112.5%; dividends - $0.

A summary of warrant activity for the six months ended June 30, 2008 is as follows:
  
 
 
Number
of
warrants 
 
Weighted
 average
 exercise
 price 
 
Balance outstanding, December 31, 2007
   
3,972,007
   
3.54
 
 
         
Warrants granted
         
Warrants exercised
   
(1,400,000
)
 
0.50
 
Warrants expired
   
   
 
Balance outstanding, June 30, 2008
   
2,572,007
 
$
5.08
 
 
 
21

 

The intrinsic value of outstanding warrants at June 30, 2008 was $846,000, as compared to $7.6 million at June 30, 2007. Information relating to outstanding warrants at June 30, 2008, summarized by exercise price, is as follows:
 
 
 
Outstanding
 
 
 
Exercisable
 
Exercise Price Per Share
 
Shares
 
Life
(Years)
 
Exercise
Price
 
Shares
 
Weighted 
Average
Exercise 
Price
 
 
 
 
 
 
 
 
 
 
 
 
 
$2.00 - $5.50
   
2,372,007
   
1.22
 
$
5.47
   
2,372,007
 
$
5.47
 
$0.36 - $1.99
   
200,000
   
2.63
 
$
0.49
   
200,000
 
$
0.49
 
 
                     
 
   
2,572,007
   
1.33
 
$
5.08
   
2,572,007
 
$
5.08
 

Note 8. Income Taxes

At June 30, 2008, the Company had Federal net operating loss carryforwards of approximately $26.3 million expiring beginning in 2008 in varying amounts through 2027. The Company also had California state net operating loss carryforwards of approximately $700,000 expiring beginning in 2013 in varying amounts through 2016.

SFAS No. 109 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Due to the restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s net operating loss carryforwards will likely be limited as a result of cumulative changes in stock ownership. As a result of the limitations related to Internal Revenue Code Section 382 and the Company’s lack of history of profits, as such, the Company recorded a 100% valuation allowance against its net deferred tax assets as of June 30, 2008 and 2007.

The tax effects of temporary differences that give rise to a significant portion of the deferred tax assets at June 30, 2008 and 2007 are presented below:
 
 
 
June 30,
 
 
 
2008
 
2007
 
Deferred tax assets
         
Net operating loss carryforward
 
$
9,190,000
 
$
6,262,000
 
Use of NOL
   
       
Less: Valuation allowance
   
(9,190,000
)
 
(6,262,000
)
 
         
Net deferred tax asset
 
$
 
$
 
 
22


As a result of the Company’s significant operating loss carryforwards and the corresponding valuation allowance, no income tax benefit has been recorded at June 30, 2008 and 2007. The provision for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows:
 
 
 
Six Month Ended June 30,
 
 
 
2008
 
2007
 
Tax benefit at statutory rate
   
(35
)%
 
(35
)%
 
             
Adjustments to change in valuation allowance
   
35
   
35
 
Effective tax rate 
   
%
 
%

Note 9. Segment Reporting

We operate in three reportable segments: ticketing services, event and branded merchandising and live entertainment.

Our ticketing services are carried out by our wholly-owned subsidiary Tix4Tonight, which offers for sale discount and premium tickets. Discounted tickets are sold byTix4Tonight, while premium tickets are offered through Tix4AnyEvent. When selling last minute discounted tickets, Tix4Tonight sells them under short-term, exclusive and non-exclusive agreements with approximately 75 Las Vegas shows and attractions, out of a total of approximately 85 Las Vegas shows and attractions running at any one time, and typically offers tickets for more than 60 shows on any given day at a discount plus a service fee. Tix4Tonight does not know the exact number of tickets for each show it will be able to offer tickets for until the same day of the show. There are usually many more tickets available each day than are sold, although it is not uncommon for Tix4Tonight to sell-out its supply of tickets for individual shows. The show producers are paid on a weekly basis only for the tickets that Tix4Tonight actually sells to customers. Tix4Tonight has no financial risk with respect to unsold tickets and revenues are recorded at net of cost.

The Company provides exhibit and event merchandising through its wholly-owned subsidiary Exhibit Merchandising, LLC (EM), which was acquired August 8, 2007. EM provides retail specialty stores with branded merchandise for touring museum exhibitions and touring theatrical productions. EM owns and operates complete turn-key retail stores with commercially-available and extensive custom-branded products for sale in addition to professional management that complements the exhibition or theatrical production it represents. It operates the stores in spaced provided in conjunction with the exhibit. To date, revenues from the management of retail outlets associated with the sale of merchandise related to touring exhibits have been primarily derived from “Tutankhamun and The Golden Age of the Pharaohs.”

January 2, 2008, the Company began operating two live theatrical and concert production companies; Magic Arts & Entertainment, LLC (Magic) and NewSpace Entertainment, Inc. (NewSpace). The Company’s has combined the operations of the two entertainment companies into its newly-formed wholly-owned subsidiary Tix Productions Inc. We believe that by combining the operations of the two companies under a single entity, we will be able to leverage resources, gain operating efficiencies and more fully utilize the combined network of producers and promoters. NewSpace and Magic will continue to operate under their current names for the foreseeable future as a reflection of their marketplace recognition. .

Revenue and expenses earned and charged between segments are eliminated in consolidation. Corporate expenses, interest income, interest expense and income taxes are managed on a total company basis. Information related to these operating segments is as follows.

23


Consolidating Statement of Operations (unaudited)
Three months ended June 30,

                       
                       
                       
                       
   
Ticketing
 
Exhibit
 
Live
 
Corporate
 
Consolidated
 
   
Services
 
Merchandising
 
Entertainment
 
Expenses
 
and Combined
 
2008
                               
Revenue
 
$
3,368,000
 
$
2,979,000
 
$
10,517,000
 
$
 
$
16,864,000
 
Direct operating expenses
   
1,281,000
   
1,804,000
   
9,238,000
   
 
   
12,323,000
 
Selling, general and administrative expenses
   
613,000
   
1,207,000
   
1,510,000
   
1,528,000
   
4,858,000
 
Depreciation and amortization
   
52,000
   
794,000
   
187,000
   
69,000
   
1,102,000
 
Operating income (loss)
 
$
1,422,000
 
$
(826,000
)
$
(418,000
)
$
(1,597,000
)
$
(1,419,000
)
                                 
Total assets
 
$
2,882,000
 
$
46,040,000
 
$
11,060,000
 
$
1,781,000
 
$
61,763,000
 
                                 
2007
                               
Revenue
 
$
4,712,000
 
$
 
$
 
$
 
$
4,712,000
 
Direct operating expenses
   
2,910,000
   
   
   
   
2,910,000
 
Selling, general and administrative expenses
   
597,000
   
   
    7,250,000    
7,847,000
 
Depreciation and amortization
   
47,000
   
   
    73,000     120,000  
Operating income (loss)
 
$
1,158,000
 
$
 
$
 
$
(7,323,000
)
$
(6,165,000
)
                                 
Total assets
 
$
2,809,000
 
$
 
$
$
3,946,000
 
$
6,755,000
 
 
Consolidating Statement of Operations (unaudited)
Six months ended June 30,
 
 
 
Ticketing
Services
 
Exhibit
Merchandising
 
Live
Entertainment
 
Corporate
Expenses
 
Consolidated
and Combined
 
2008
                               
Revenue
 
$
6,363,000
 
$
6,082,000
 
$
27,582,000
 
$
 
$
40,027,000
 
Direct operating expenses
   
2,810,000
   
3,681,000
   
22,563,000
         
29,054,000
 
Selling, general and administrative expenses
   
1,213,000
   
2,046,000
   
3,536,000
   
2,901,000
   
9,696,000
 
Depreciation and amortization
   
101,000
   
1,580,000
   
374,000
   
169,000
   
2,224,000
 
Operating income (loss)
 
$
2,239,000
 
$
(1,225,000
)
$
1,109,000
 
$
(3,070,000
)
$
(947,000
)
 
                               
Total assets
 
$
2,882,000
 
$
46,040,000
 
$
11,060,000
 
$
1,781,000
 
$
61,763,000
 
 
                               
2007
                               
Revenue
 
$
6,459,000
 
$
 
$
 
$
 
$
6,459,000
 
Direct operating expenses
   
3,624,000
                     
3,624,000
 
Selling, general and administrative expenses
   
1,032,000
               
8,305,000
   
9,337,000
 
Depreciation and amortization
   
91,000
   
   
   
93,000
   
184,000
 
Operating income (loss)
 
$
1,712,000
 
$
 
$
 
$
(8,398,000
)
$
(6,686,000
)
 
                               
Total assets
 
$
2,809,000
 
$
 
$
 
$
3,946,000
 
$
6,755,000
 

24

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS:

“Tix ” (which may be referred to as the “Company”,“we”, “us” or “our”) means Tix Corporation and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.

Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the Securities and Exchange Commission, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, and the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “project,” “seek,” “predict” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth under Item 1A. — Risk Factors in both our 2007 Form 10-KSB and this quarterly report, as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We do not intend to update these forward-looking statements, except as required by applicable law.

Executive Overview

During the second quarter of 2008, we continued to execute our strategy to improve and build our operations comprised of Tix4Tonight, Exhibit Merchandising (EM) and Tix Productions, Inc. (TPI). The highlights for each our segments for the first quarter of 2008 were as follows:

Tix4Tonight

 
·
For the three and six months ended June 30, 2008, Tix4Tonight sold 253,000 tickets and 475,000 tickets, respectively. These ticket sales represented an increase of 92,000 tickets and 164,000 tickets over the prior year’s comparable three and six month periods and reflected a 57% and 53% increase over the respective prior year’s period ticket sales.

 
·
For the three and six months ended June 30, 2008, Tix4Tonight sold tickets with a value of $12.8 million and $23.4 million, respectively. The value of the tickets sold represented an increase of $5.4 million and $8.8 million over prior year’s comparable three and six month periods and reflected a 72% and 60% increase over the respective prior year’s period ticket sales.
 
25


Exhibit Merchandising

 
·
EM opened its second foreign gift shop. The second gift shop was for “Tutankhamun and the World of the Pharaohs” in Vienna, Austria at the Kunsthistorisches Museum. Tutankhamun is scheduled to be at the Kunsthistorisches Museum from March 2008 until September 2008.

 
·
EM negotiated a new contract with HILTI Arts & Cultute GmbH to operate its exhibit “Egypt’s Sunken Treasures,” in Madrid, Spain and opened its third foreign gift shop. This exhibit opened April 15, 2008 and is scheduled to operate through September 2008.

Live Entertainment

 
·
Live Entertainment acquired Magic Arts & Entertainment - Florida, Inc. (Magic) and NewSpace Entertainment, Inc. (NewSpace). Both Magic and NewSpace are independent presenters and producers of live theater and concerts with a history of working together. We believe that by combining the operations of the two companies under a single entity, we will be able to better leverage our resources, and gain operating efficiencies.

Critical Accounting Policies and Estimates:

The preparation of our consolidated financial statements is in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates its earlier estimates and judgments. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following narrative describes the critical accounting policies that affect the more significant judgments and estimates used in the preparation of the Company's consolidated financial statements.

Revenue Recognition and Presentation:

The Company has several streams of income, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies:

The Company’s Las Vegas discount show ticketing business recognizes as revenue the commissions and related transaction fees earned from the sale of Las Vegas show tickets at the time the tickets are paid for and delivered to the customers. The Company’s commissio