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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

———————

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

OR

 

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

 

For the transition period from __________ to __________

 

Commission file number: 001-38331

 

DOLPHIN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

———————

Florida 86-0787790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134

(Address of principal executive offices, including zip code)

 

(305) 774-0407

(Registrant’s telephone number)

———————

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.015 par value per share DLPN The Nasdaq Capital Market

 

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐  Accelerated filer ☐ 
Non-accelerated filer ☒  Smaller reporting company ☒ 
    Emerging growth company ☐ 

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

The number of shares of common stock outstanding was 11,162,026 as of November 11, 2024.  

 

 

 
 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I — FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS 1
     
  Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited) 1
  Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited) 3
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited) 4
  Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited) 6
  Notes to Unaudited Condensed Consolidated Financial Statements 8
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27
     
ITEM 4. CONTROLS AND PROCEDURES 36
     
PART II — OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS 38
     
ITEM 1A. RISK FACTORS 38
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 38
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 38
     
ITEM 4 MINE SAFETY DISCLOSURES 38
     
ITEM 5. OTHER INFORMATION 38
     
ITEM 6. EXHIBITS 39
     
SIGNATURES 40

 

i

 
 

 

 

 

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

       
   September 30, 2024  December 31, 2023
ASSETS          
Current          
Cash and cash equivalents  $5,659,883   $6,432,731 
Restricted cash   925,004    1,127,960 
Accounts receivable:          
Trade, net of allowance of $1,450,093 and $1,456,752, respectively   5,623,999    5,817,615 
Other receivables   6,073,074    6,643,960 
Other current assets   569,572    701,335 
Total current assets   18,851,532    20,723,601 
           
Capitalized production costs, net   568,929    2,295,275 
Employee receivable   960,668    796,085 
Right-of-use asset   4,140,985    5,599,736 
Goodwill   21,622,279    25,220,085 
Intangible assets, net   10,808,498    11,209,664 
Property, equipment and leasehold improvements, net   131,321    194,223 
Other long-term assets   216,305    216,305 
Total Assets  $57,300,517   $66,254,974 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

  

1 
 

 

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Unaudited)

       
   September 30, 2024  December 31, 2023
LIABILITIES          
Current          
Accounts payable  $1,555,959   $6,892,349 
Term loan, current portion   1,045,152    980,651 
Notes payable, current portion   3,900,000    3,500,000 
Revolving line of credit   —      400,000 
Accrued interest – related party   1,910,915    1,718,009 
Accrued compensation – related party   2,625,000    2,625,000 
Lease liability, current portion   1,839,587    2,192,213 
Deferred revenue   745,489    1,451,709 
Contingent consideration   436,000    —   
Other current liabilities   10,747,662    7,694,114 
Total current liabilities   24,805,764    27,454,045 
           
Term loan, noncurrent portion   3,710,233    4,501,963 
Revolving line of credit, noncurrent portion   400,000    —   
Notes payable   2,980,000    3,380,000 
Convertible notes payable   5,100,000    5,100,000 
Convertible note payable at fair value   300,000    355,000 
Loan from related party   3,217,873    1,107,873 
Lease liability   2,844,526    4,068,642 
Deferred tax liability   322,137    306,691 
Warrant liability   —      5,000 
Other noncurrent liabilities   18,915    18,915 
Total Liabilities   43,699,448    46,298,129 
           
Commitments and contingencies (Note 17)          
           
STOCKHOLDERS’ EQUITY          
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2024 and December 31, 2024   1,000    1,000 
Common stock, $0.015 par value, 200,000,000 shares authorized, 11,112,492 and 9,109,766 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively   166,687    136,646 
Additional paid-in capital   157,688,200    153,430,403 
Accumulated deficit   (144,254,818)   (133,611,204)
Total Stockholders’ Equity   13,601,069    19,956,845 
Total Liabilities and Stockholders’ Equity  $57,300,517   $66,254,974 
           

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

2 
 

 

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

             
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
             
Revenues  $12,682,437   $10,184,511   $39,367,418   $31,100,867 
                     
Expenses:                    
Direct costs   254,574    185,308    2,790,043    621,449 
Payroll and benefits   9,575,596    8,382,659    28,344,865    26,114,881 
Selling, general and administrative   1,838,765    2,150,889    5,665,365    6,023,954 
Acquisition costs   148,798    4,666    164,044    8,823 
Depreciation and amortization   636,782    535,740    1,745,579    1,612,776 
Impairment of goodwill   6,480,992    —      6,671,557    6,517,400 
Impairment of intangible assets   —      341,417    —      341,417 
Impairment of notes receivable   1,270,000    —      1,270,000    —   
Change in fair value of contingent consideration   —      —      —      33,226 
Legal and professional   631,629    695,188    1,825,588    1,955,037 
Total expenses   20,837,136    12,295,867    48,477,041    43,228,963 
                     
Loss from operations   (8,154,699)   (2,111,356)   (9,109,623)   (12,128,096)
                     
Other (expenses) income:                    
Change in fair value of convertible note   (10,000)   —      55,000    (6,444)
Change in fair value of warrants   —      —      5,000    5,000 
Interest income   3,391    104,303    9,991    309,424 
Interest expense   (533,454)   (604,669)   (1,559,276)   (1,413,177)
Total other (expenses) income, net   (540,063)   (500,366)   (1,489,285)   (1,105,197)
                     
Loss before income taxes and equity in losses of unconsolidated affiliates   (8,694,762)   (2,611,722)   (10,598,908)   (13,233,293)
                     
Income tax benefit (expense)   2,373    (31,059)   (44,706)   (91,243)
                     
Net loss before equity in losses of unconsolidated affiliates   (8,692,389)   (2,642,781)   (10,643,614)   (13,324,536)
                     
Equity in losses of unconsolidated affiliates   —      (1,220,547)   —      (1,467,356)
                     
Net loss  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
                     
Loss per share:                    
Basic  $(0.80)  $(0.55)  $(1.07)  $(2.22)
Diluted  $(0.80)  $(0.55)  $(1.07)  $(2.22)
                     
Weighted average number of shares outstanding:                    
Basic   10,930,286    7,060,638    9,964,607    6,664,069 
Diluted   10,930,286    7,060,638    9,964,607    6,664,069 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

3 
 

 

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

           
    
   Nine Months Ended September 30,
   2024  2023
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(10,643,614)  $(14,791,892)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   1,745,579    1,612,776 
Share-based compensation   323,948    268,154 
Share-based consulting fees   36,769    —   
Amortization of capitalized production costs   1,781,810    —   
Equity in losses of unconsolidated affiliates   —      297,769 
Impairment of equity method investment   —      1,169,587 
Impairment of goodwill   6,671,557    6,517,400 
Impairment of notes receivable   1,270,000    —   
Impairment of intangible assets   —      341,417 
Impairment of capitalized production costs   —      49,412 
Write-off of debt origination costs   —      91,859 
Allowance for credit losses   301,030    566,610 
Change in fair value of contingent consideration   —      33,226 
Change in fair value of warrants   (5,000)   (5,000)
Change in fair value of convertible notes   (55,000)   6,444 
Deferred income tax expense, net   15,446    91,244 
Debt origination costs amortization   12,617    13,229 
Changes in operating assets and liabilities:          
Accounts receivable, trade and other   821,042    1,673,559 
Other current assets   131,763    (430,217)
Capitalized production costs   (55,464)   (521,275)
Other long-term assets and employee receivable   (164,583)   (134,397)
Deferred revenue   (706,219)   374,269 
Accounts payable   (5,340,875)   (1,120,809)
Accrued interest – related party   192,906    (120,802)
Other current liabilities   2,711,309    (851,107)
Lease liability, operating leases   (121,144)   (24,101)
Lease liability, finance leases   68,070    —   
Net cash used in operating activities   (1,008,053)   (4,892,645)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of fixed assets   (1,510)   (21,893)
Issuance of notes receivable   (1,380,000)   —   
Proceeds from notes receivable repayment   110,000    —   
Acquisition of Elle Communications LLC, net of cash acquired   (1,186,777)   —   
Net cash used in investing activities   (2,458,287)   (21,893)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from equity line of credit agreement   1,185,300    2,162,150 
Proceeds from related party loan   2,110,000    —   
Cash settlement of contingent consideration for Be Social   —      (506,587)
Proceeds from convertible notes payable   —      1,000,000 
Proceeds from term loan   —      5,800,000 
Repayment of term loan   (739,847)   (2,972,402)
Proceeds from revolving line of credit   400,000    —   
Repayment of revolving line of credit   (400,000)   —   
Proceeds from notes payable   —      2,630,000 
Repayment of notes payable   —      (88,101)
Early payment penalty on debt refinancing   —      (79,286)
Debt origination costs   —      (84,391)
Principal payments on finance leases   (64,917)   (14,180)
Net cash provided by financing activities   2,490,536    7,847,203 
           
Net (decrease) increase in cash and cash equivalents and restricted cash   (975,804)   2,932,665 
Cash and cash equivalents and restricted cash, beginning of period   7,560,691    7,197,849 
Cash and cash equivalents and restricted cash, end of period  $6,584,887   $10,130,514 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

4 
 

 

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Continued)

(unaudited)

       
  

Nine Months Ended

September 30,

   2024  2023
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:      
Interest paid  $903,339   $1,216,956 
Lease liabilities arising from obtaining right-of-use assets  $76,321   $159,090 
           
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Settlement of contingent consideration for Be Social in shares of common stock  $—     $265,460 
Issuance of shares of common stock related to the Elle Communications LLC acquisition  $1,768,792   $—   
Settlement of Special Projects working capital adjustment in shares of common stock  $886,077   $—   
Contingent consideration for Elle Communications, LLC acquisition  $436,000   $—   
Issuance of shares of common stock for the conversion of two convertible notes payable  $—     $900,000 

 

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statements of cash flows that sum to the total of the same such amounts shown in the statements of cash flows:

 

    
  

Nine Months Ended

September 30,

   2024  2023
       
Cash and cash equivalents  $5,659,883   $6,406,646 
Restricted cash   925,004    3,723,868 
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows  $6,854,887   $10,130,514 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  

5 
 

 

 

 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited) 

                      
For the three and nine months ended September 30, 2024
                      
   Preferred Stock  Common Stock 

Additional

Paid-in

  Accumulated 

Total

Stockholders’

   Shares  Amount  Shares  Amount  Capital  Deficit  Equity
Balance December 31, 2023   50,000   $1,000    9,109,766   $136,646   $153,430,403   $(133,611,204)  $19,956,845 
Net loss for the three months ended March 31, 2024   —      —      —      —      —      (326,767)   (326,767)
Issuance of shares to Lincoln Park Capital Fund, LLC   —      —      175,000    2,625    492,575    —      495,200 
Share-based compensation   —      —      —      —      4,884    —      4,884 
Issuance of shares related to employment agreements   —      —      34,961    524    100,353    —      100,877 
Issuance of shares related to services received   —      —      12,500    188    36,581    —      36,769 
Balance March 31, 2024   50,000   $1,000    9,332,227   $139,983   $154,064,796   $(133,937,971)  $20,267,808 
Net loss for the three months ended June 30, 2024   —      —      —      —      —      (1,624,458)   (1,624,458)
Issuance of shares to Lincoln Park Capital Fund, LLC   —      —      300,000    4,500    685,600    —      690,100 
Share-based compensation   —      —      1,548    23    4,615    —      4,638 
Issuance of shares related to Special Projects acquisition   —      —      357,289    5,360    880,717    —      886,077 
Issuance of shares related to asset acquisition of GlowLab Collective LLC   —      —      14,552    218    (218)   —      —   
Issuance of shares related to employment agreements   —      —      92,592    1,389    202,416    —      203,805 
Balance June 30, 2024   50,000   $1,000    10,098,208   $151,473   $155,837,926   $(135,562,429)  $20,427,970 
Net loss for the three months ended September 30, 2024   —      —      —      —      —      (8,692,389)   (8,692,389)
Share-based compensation   —      —      1,421    21    3,704    —      3,725 
Issuance of shares related to Elle Communications, LLC acquisition   —      —      961,300    14,420    1,754,372    —      1,768,792 
Issuance of shares related to employment agreements   —      —      51,563    773    92,198    —      92,971 
Balance September 30, 2024   50,000   $1,000    11,112,492   $166,687   $157,688,200   $(144,254,818)  $13,601,069 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

6 
 

 

 

  

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

 

For the three and nine months ended September 30, 2023
                      
   Preferred Stock  Common Stock 

Additional

Paid-in

  Accumulated 

Total

Stockholders’

   Shares  Amount  Shares  Amount  Capital  Deficit  Equity
Balance December 31, 2022   50,000   $1,000    6,170,332   $92,555   $143,212,016   $(109,214,479)  $34,091,092 
Net loss for the three months ended March 31, 2023   —      —      —      —      —      (2,969,320)   (2,969,320)
Issuance of shares to Lincoln Park Capital Fund, LLC   —      —      125,000    1,875    527,575    —      529,450 
Issuance of shares related to employment agreements   —      —      18,336    275    74,366    —      74,641 
Balance March 31, 2023   50,000   $1,000    6,313,668   $94,705   $143,813,957   $(112,183,799)  $31,725,863 
Net loss for the three months ended June 30, 2023   —      —      —      —      —      (7,959,244)   (7,959,244)
Issuance of shares to Lincoln Park Capital Fund, LLC   —      —      300,000    4,500    1,077,350    —      1,081,850 
Conversion of convertible note payable   —      —      225,000    3,375    896,625    —      900,000 
Issuance of shares related to the Be Social acquisition   —      —      72,711    1,091    264,369    —      265,460 
Issuance of shares related to employment agreements   —      —      22,623    339    90,220    —      90,559 
Balance June 30, 2023   50,000   $1,000    6,934,002   $104,010   $146,142,521   $(120,143,043)  $26,104,488 
Net loss for the three months ended September 30, 2023   —      —      —      —      —      (3,863,328)   (3,863,328)
Issuance of shares to Lincoln Park Capital, LLC   —      —      150,000    2,250    548,600    —      550,850 
Issuance of shares related to employment agreements   —      —      28,742    431    102,523    —      102,954 
Balance September 30, 2023   50,000   $1,000    7,112,744   $106,691   $146,793,644   $(124,006,371)  $22,894,964 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

7 
 

 

 

 

 DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  

NOTE 1 – GENERAL

 

Dolphin Entertainment, Inc., a Florida corporation (the “Company,” “Dolphin,” “we,” “us” or “our”), is a leading independent entertainment marketing and production company. Through its subsidiaries 42West LLC (“42West”) including BHI Communications Inc (“BHI”) that merged with 42West effective January 1, 2024, The Door Marketing Group, LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept., LLC (“The Digital Dept.”) formerly known as Socialyte, LLC (“Socialyte”) and Be Social Public Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”), the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality and lifestyle industries.

 

42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global PR and marketing leaders for the industries they serve. The Digital Dept. (formerly, Socialyte and Be Social) and newly formed Always Alpha, provide influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. The Digital Dept. is a talent management firm primarily focused on social media influencers in beauty, fashion, lifestyle and dermatology. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. 

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (“Dolphin Films”), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, Always Alpha, 42West, The Door, Viewpoint Computer Animation, Incorporated (“Viewpoint”), Shore Fire, The Digital Dept. and Special Projects. During the nine months ended September 30, 2024, the Company ceased the operations of Viewpoint. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence.

 

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 30, 2024 and 2023. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

On October 16, 2024, the Company filed an amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida to effect a 1-for-2 reverse stock split (the “Reverse Stock Split”) of the authorized, issued and outstanding shares of the common stock. The Reverse Stock Split was effective as of 12:01 a.m. (Eastern Time) on October 16, 2024 (the “Effective Time”). The par value per share of common stock remains unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share of common stock. All references to common stock or common stock price in these condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the estimates in the fair value of acquisitions, estimates in assumptions used to calculate the fair value of certain liabilities and impairment assessments for investment in capitalized production costs, goodwill and long-lived assets. Actual results could differ materially from such estimates.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform with the current year presentation.  These reclassifications had no impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. 

 
8 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Recent Accounting Pronouncements

 

Accounting Guidance Not Yet Adopted

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued new guidance on income tax disclosures (Accounting Standards Update “ASU” 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-09 on the Company’s condensed consolidated financial statements and disclosures.

 

In November 2023, the FASB issued new guidance on segment reporting (ASU 2023-08, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”). The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-08 on the Company’s condensed consolidated financial statements and disclosures. 

 

 NOTE 2 – REVENUE

 

Disaggregation of Revenue

 

The Company’s principal geographic markets are within the U.S. The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 13.

 

Entertainment Publicity and Marketing

 

The Entertainment Publicity and Marketing (“EPM”) segment generates revenue from diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials. Within the EPM segment, we typically identify one performance obligation, the delivery of professional publicity services, in which we typically act as the principal. Fees are generally recognized on a straight-line or monthly basis, as the services are consumed by our clients, which approximates the proportional performance on such contracts.

 

We also enter into management agreements with a roster of social media influencers, athletes, sports broadcasters and coaches and we are paid a percentage of the revenue earned by them. Due to the short-term nature of these contracts, in which we typically act as the agent, the performance obligation is typically completed and revenue is recognized net at a point in time, typically the date of publication.

 

Content Production

 

The Content Production (“CPD”) segment generates revenue from the production of original motion pictures and other digital content production. In the CPD segment, we typically identify performance obligations depending on the type of service, for which we generally act as the principal. Revenue from motion pictures is recognized upon transfer of control of the licensing rights of the motion picture to the customer. For minimum guarantee licensing arrangements, the amount related to each performance obligation is recognized when the content is delivered, and the window for exploitation rights in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. For sales or usage-based royalty income, revenue is recognized starting at the exhibition date and is based on the Company’s participation in the box office receipts of the theatrical exhibitor and the performance of the motion picture.

 

 
9 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

In June 2022, the Company entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services, LLC (the “Amazon Agreement”) for the distribution rights of The Blue Angels. During the nine months ended September 30, 2024, we recorded net revenues of $3,421,141 from the Amazon Agreement upon delivery of the film to Amazon Content Services LLC, our single performance obligation. Under this arrangement, we acted in the capacity of an agent. During the three and nine months ended September 30, 2023, no revenues were recognized from the content licensing arrangement.

 

The revenues recorded by the EPM and CPD segments is detailed below:

            
  

For the Three Months Ended

September 30,

 

For the Nine Months Ended

September 30,

   2024  2023  2024  2023
             
Entertainment publicity and marketing  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
Content production   —      —      3,421,141    —   
Total Revenues  $12,682,437   $10,184,511   $39,367,418   $31,100,867 

 

Contract Balances

 

The opening and closing balances of our contract liability balances from contracts with customers as of September 30, 2024 and December 31, 2023 were as follows:

     
    Contract
Liabilities		  
Balance as of December 31, 2023   $ 1,451,709  
Balance as of September 30, 2024     745,489  
Change   $ 706,220  

 

Contract liabilities are recorded when the Company receives advance payments from customers for public relations projects or as deposits for promotional or brand-support video projects. Once the work is performed or the projects are delivered to the customer, the contract liabilities are deemed earned and recorded as revenue. Advance payments received are generally for short duration and are recognized once the performance obligation of the contract is met.

 

Revenues for the three and nine months ended September 30, 2024 and 2023 include the following:

            
   Three Months Ended
September 30,		  Nine Months Ended
September 30,
    2024    2023    2024    2023 
                     
Amounts included in the beginning of year contract liability balance  $86,167   $110,834   $1,192,244   $1,280,985 

 

 

The Company’s unsatisfied performance obligations are for contracts that have an original expected duration of one year or less and, as such, the Company is not required to disclose the remaining performance obligation.

 

 NOTE 3 — GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

As of September 30, 2024, the Company had a balance of $21,622,279 of goodwill on its condensed consolidated balance sheet resulting from its acquisitions of 42West, The Door, Special Projects, Shore Fire and Elle. All the Company’s goodwill is related to the entertainment, publicity and marketing segment.

 

 

10 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

  

The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) significant decline in market capitalization or (4) an adverse action or assessment by a regulator. During the third quarter of 2024, the Company’s stock price declined and this, in combination with recurring net losses, resulted in the Company’s market capitalization to be less than the Company’s book value. The Company considered this to be a triggering event, and therefore performed a quantitative analysis of the fair value of goodwill as of August 31, 2024. As a result of this quantitative analysis, during the third quarter of 2024, the Company recorded an impairment of goodwill amounting to $6,480,992, which is included in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company decided to close the Viewpoint subsidiary, and therefore the Company impaired goodwill for $190,565, which is the balance of goodwill attributable to Viewpoint immediately prior to the decision to shut down. This impairment is included in the condensed consolidated statement of operations for the nine months ended September 30, 2024.

 

Intangible Assets

 

Finite-lived intangible assets consisted of the following as of September 30, 2024 and December 31, 2023:

                  
   September 30, 2024  December 31, 2023
    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		 
Intangible assets subject to amortization:                              
Customer relationships  $17,592,387   $8,749,639   $8,842,748   $16,512,387   $7,445,973   $9,066,414 
Trademarks and trade names   5,128,583    3,162,833    1,965,750    4,928,583    2,785,333    2,143,250 
Non-compete agreements   690,000    690,000    —      690,000    690,000    —   
   $23,410,970   $12,602,472   $10,808,498   $22,130,970   $10,921,306   $11,209,664 

 

Amortization expense associated with the Company’s intangible assets was $619,472 and $503,357 for the three months ended September 30, 2024, and 2023, respectively, and $1,681,166 and $1,512,554 for the nine months ended September 30, 2024 and 2023, respectively.

  

Amortization expense related to intangible assets for the remainder of 2024 and thereafter is as follows:

       
  2024     $ 1,010,706  
  2025       2,290,418  
  2026       2,091,505  
  2027       1,406,262  
  2028       1,064,106  
  Thereafter       2,945,501  
        $ 10,808,498  

 

NOTE 4 —ACQUISITIONS

 

Elle Communications, LLC

 

On July 15, 2024, (the “Elle Closing Date”), the Company acquired all of the issued and outstanding membership interests of Elle Communications, LLC, a California limited liability company (“Elle”), pursuant to a membership interest purchase agreement (the “Elle Purchase Agreement”) between the Company and Danielle Finck (“Elle Seller”). Headquartered in Los Angeles with offices in New York, Elle is an entertainment public relations agency specializing in social and environmental impact for a client roster of mission-centered brands, nonprofits and philanthropic foundations, social enterprises, sustainability and ethically made products and activists.

 

The total consideration paid by the Company in connection with the acquisition of Elle was approximately $4.8 million, which is subject to adjustments based on a customary working capital and excess cash consideration adjustment. On the Elle Closing Date, the Company paid the Elle Seller $1,863,000 cash and issued the Elle Seller 961,300 shares of the Company’s common stock.

 

 
11 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

  

The Elle Seller has the right to earn up to an additional $450,000 consideration (the “Contingent Consideration”) for the acquisition, contingent on achieving certain financial targets in 2024 as specified in the Elle Purchase Agreement. The Contingent Consideration is payable in cash and the Company calculated a preliminary fair value for the contingent consideration of $436,000. The Company utilized a Monte Carlo Simulation model to estimate the fair value of the Contingent Consideration, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 320. The unobservable inputs utilized for measuring fair value of the Contingent Consideration reflects management assumptions about the assumptions market participants would use in valuing the Contingent Consideration.

 

As part of the Elle Purchase Agreement, the Company entered into employment agreements with Danielle Fink and Silvie Snow Thomas, a key employee, each for a period of four years. 

 

The following table summarizes the fair value of the consideration transferred:

     
Cash paid to sellers at closing   $ 1,863,000  
Working capital and excess cash adjustment     744,970  
Fair value of common stock issued to the Elle Seller     1,768,792  
Contingent consideration     436,000  
Fair value of the consideration transferred   $ 4,812,762  

 

The following table summarizes the fair values of the assets acquired and liabilities assumed by the acquisition of Elle on the Elle Closing Date. Amounts in the table are estimates that may change, as described below. The measurement period of the acquisition of Elle concludes no later than July 15, 2025. 

   
   July 15, 2024
Cash  $676,223 
Accounts receivable   357,570 
Intangibles   1,280,000 
Total identifiable assets acquired   2,313,793 
      
Accounts payable   (4,483)
Accrued expenses and other current liabilities   (388,613)
Total liabilities assumed   (393,096)
Net identifiable assets acquired   1,920,697 
Goodwill   2,892,065 
Fair value of the consideration transferred  $4,812,762 

  

Special Projects Media LLC

 

On October 2, 2023, (the “Special Projects Closing Date”), the Company acquired all of the issued and outstanding membership interests of Special Projects Media LLC, a New York limited liability company (“Special Projects”), pursuant to a membership interest purchase agreement (the “Special Projects Purchase Agreement”) between the Company and Andrea Oliveri, Nicole Vecchiarelli, Foxglove Corp and Alexandra Alonso (“Special Projects Sellers”). Headquartered in New York and Los Angeles, Special Projects is a talent booking and events agency that elevates media, fashion, and lifestyle brands.

 

The total consideration paid by the Company in connection with the acquisition of Special Projects was approximately $10.4 million, which is subject to adjustments based on a customary post-closing cash consideration adjustment. On the Special Projects Closing Date, the Company paid the Special Projects Sellers $5,000,000 cash and issued the Special Projects Sellers 2,500,000 shares of the Company’s common stock. On May 15, 2024, the Company issued 714,578 shares of the Company’s common stock as settlement for the working capital and excess cash adjustment, pursuant to the Special Projects Purchase Agreement. The Company partially financed the cash portion of the consideration with the BankUnited Loan Agreement described in Note 7.

 

As part of the Special Projects Purchase Agreement, the Company entered into employment agreements with Andrea Oliveri and Nicole Vecchiarelli, each for a period of four years. 

 

 
12 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The following table summarizes the final fair value of the consideration transferred, after measurement period adjustments:

     
Cash paid to sellers at closing   $ 5,000,000  
Working capital and excess cash adjustment     886,077  
Fair value of common stock issued to the Special Projects Sellers     4,525,000  
Fair value of the consideration transferred   $ 10,411,077  

 

The following table summarizes the fair values of the assets acquired and liabilities assumed by the acquisition of Special Projects on the Special Projects Closing Date. The measurement period of the Special Projects acquisition concluded on October 2, 2024. 

         
   October 2, 2023
(As initially reported)		  Measurement Period Adjustments (1)  September 30, 2024
(As adjusted)
Cash  $521,821   $—     $521,821 
Accounts receivable   1,155,871    —      1,155,871 
Other current assets   11,338    —      11,338 
Right-of-use asset   90,803    —      90,803 
Other assets   30,453    —      30,453 
Intangibles   3,740,000    —      3,740,000 
Total identifiable assets acquired   5,550,286    —      5,550,286 
                
Accounts payable   (764,641)   —      (764,641)
Accrued expenses and other current liabilities   (15,000)   —      (15,000)
Lease liability   (90,803)   —      (90,803)
Deferred revenue   (30,000)   —      (30,000)
Total liabilities assumed   (900,444)   —      (900,444)
Net identifiable assets acquired   4,649,842         4,649,842 
Goodwill   5,579,547    181,688    5,761,235 
Fair value of the consideration transferred  $10,229,389   $181,688   $10,411,077 

 

  (1) On May 14, 2024, the Company entered into an agreement with the sellers of Special Projects to amend the Special Projects Purchase Agreement to revise the working capital mechanism to provide that the working capital surplus, as defined in the Special Projects Purchase Agreement, plus a ten percent premium be paid to the sellers of Special Projects by issuing 714,578 shares of its common stock on May 15, 2024. The adjustment resulted in an increase to the purchase price and an increase to goodwill.

 

 
13 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Unaudited Pro Forma Consolidated Statements of Operations

 

The following presents the unaudited pro forma consolidated operations as if Special Projects and Elle had been acquired on January 1, 2023:

         
   Nine Months Ended September 30, 2024  Three Months Ended September 30, 2023  Nine Months Ended September 30, 2023
Revenue  $42,012,636   $14,573,975   $40,228,563 
Net Loss  $(10,423,526)  $(3,918,194)  $(14,041,056)

 

The pro forma amounts for 2023 have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect (a) the amortization that would have been charged, assuming the intangible assets resulting from the acquisition had been recorded on January 1, 2023, (b) include interest expense on the BKU Term Loan (see Note 7) in the amount of $56,070 and $175,908 for the three and nine months ended September 30, 2023, respectively, and (c) eliminate $132,000 and $340,610 of revenue and expenses related to work performed by Special Projects for Dolphin for the three and nine months ended September 30, 2023, respectively.

 

The impact of the acquisition of Special Projects and Elle on the Company’s actual results for periods following the acquisition may differ significantly from that reflected in this unaudited pro forma information for several reasons. As a result, this unaudited pro forma information is not necessarily indicative of what the combined company’s financial condition or results of operations would have been had the acquisition been completed on January 1, 2023, as provided in this pro forma financial information. In addition, the pro forma financial information does not purport to project the future financial condition and results of operations of the combined company.

 

NOTE 5 — NOTES RECEIVABLE

 

The Company holds an equity method investment in JDDC Elemental LLC (“Midnight Theatre”). On various dates during the nine months ended September 30, 2024, Midnight Theatre issued three unsecured convertible promissory notes to the Company with an aggregate principal of $1,135,000, respectively, each with a ten percent (10%) per annum simple coupon rate, which mature between May 2025 and June 2025.

 

On July 15, 2024 and August 9, 2024, Midnight Theatre issued two unsecured convertible promissory notes to the Company with aggregate principals of $110,000 and $135,000, respectively, with a ten percent (10%) per annum simple coupon rate, with maturity dates of July 15, 2025 and August 9, 2025. During the three months ended September 30, 2024, Midnight Theatre paid the Company in full the $110,000 unsecured convertible promissory note.

 

During the three months ended September 30, 2024, the Company determined that the remaining Midnight Theatre unsecured convertible promissory notes (“Midnight Theatre Notes”) had been impaired, resulting from a review of Midnight Theatre’s operating results and projections. As a result, as of September 30, 2024, the Company wrote off all outstanding Midnight Theatre Notes. The write-off amounted to $1,270,000 of principal, which is recorded within write-off of notes receivable in the condensed consolidated statements of operations. As a result of the impairment, the Company did not record any interest income in connection with the Midnight Theatre Notes during the three and nine months ended September 30, 2024.

 

NOTE 6 — OTHER CURRENT LIABILITIES

 

Other current liabilities consisted of the following:

               
    September 30, 2024     December 31, 2023  
Accrued funding under Max Steel production agreement   $ 620,000     $ 620,000  
Accrued audit, legal and other professional fees     239,301       310,797  
Accrued commissions     354,202       697,106  
Accrued bonuses     864,112       971,276  
Talent liability     6,020,146       2,983,577  
Accumulated customer deposits     1,457,101       432,552  
Accrued interest     301,841       —  
Other     890,959       1,678,806  
 Other current liabilities   $ 10,747,662     $ 7,694,114  

 

 
14 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 7 — DEBT

 

Total debt of the Company was as follows as of September 30, 2024 and December 31, 2023:

      
Debt Type  September 30,
2024		  December 31,
2023
Convertible notes payable  $5,100,000   $5,100,000 
Convertible note payable - fair value option   300,000    355,000 
Non-convertible promissory notes   3,880,000    3,880,000 
Non-convertible promissory notes – Socialyte   3,000,000    3,000,000 
Loans from related party   3,217,873    1,107,873 
Revolving line of credit   400,000    400,000 
Term loan, net of debt issuance costs   4,755,385    5,482,614 
Total debt  $20,653,258   $19,325,487 
Less current portion of debt   (4,945,151)   (4,880,651)
Noncurrent portion of debt  $15,708,107   $14,444,836 

   

The table below details the maturity dates of the principal amounts for the Company’s debt as of September 30, 2024:

                     
Debt Type  Maturity Date  2024  2025  2026  2027  2028  Thereafter
Convertible notes payable  Between October 2026 and March 2030  $—     $—     $1,750,000   $3,350,000   $—     $500,000 
Non-convertible promissory notes  Between November 2024 and March 2029   500,000    750,000    —      —      2,215,000    415,000 
Non-convertible promissory notes - Socialyte  September 2023 (A)   3,000,000    —      —      —      —      —   
Revolving line of credit  October 2, 2025 (mandatory 30-day annual clearing of the line of credit balance)   —      400,000    —      —      —      —   
Term loan  September 2028   257,627    1,083,866    1,176,307    1,276,631    1,028,244    —   
Loans from related party  Between December 2026 and June 2029   —      —      1,107,873    —      —      2,110,000 
      $3,757,627   $2,233,866   $4,034,180   $4,626,631   $3,243,244   $3,025,000 

 

  (A) As discussed below, The Socialyte Purchase Agreement (as defined below) allows the Company to offset a working capital deficit against the Socialyte Promissory Note (as defined below). As such, the Company deferred the installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte.

 

Convertible Notes Payable

 

As of September 30, 2024, the Company has ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances. The balance of each convertible note payable and any accrued interest may be converted at the noteholder’s option at any time at a purchase price based on a 90-day average closing market price per share of the common stock. Three of the convertible notes payable may not be converted at a price less than $5.00 per share, four of the convertible notes payable may not be converted at a price less than $4.00 per share, and three of the convertible notes payable may not be converted at a price less than $2.00 per share. As of both September 30, 2024 and December 31, 2023, the principal balance of the convertible notes payable of $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the Company’s condensed consolidated balance sheets.

 

The Company recorded interest expense related to these convertible notes payable of $127,500 and $128,750 during the three months ended September 30, 2024 and 2023, respectively, and $382,750 and $414,880 during the nine months ended September 30, 2024 and 2023, respectively. In addition, the Company made cash interest payments amounting to $382,750 and $413,764, respectively, during the nine months ended September 30, 2024 and 2023, related to the convertible notes payable.

 

 
15 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Convertible Note Payable at Fair Value

 

The Company had one convertible promissory note outstanding with a principal amount of $500,000 as of September 30, 2024, for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, the Company records the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.

The Company had a balance of $300,000 and $355,000 in noncurrent liabilities as of September 30, 2024 and December 31, 2023, respectively, on its condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value. See Note 9 – Fair Value Measurements for further discussion on the valuation of the convertible promissory note payable.

 

The Company recorded a loss in fair value of $10,000 for the three months ended September 30, 2024. There was no change in fair value for the three months ended September 30, 2023. The Company recorded a gain in fair value of $55,000 and a loss in fair value of $6,444 for the nine months ended September 30, 2024 and 2023, respectively, on its condensed consolidated statements of operations related to this convertible promissory note payable at fair value.

 

The convertible note payable at fair value bears interest at a rate of 8% per annum. The Company recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended September 30, 2024 and 2023, and $29,589 for both the nine months ended September 30, 2024 and 2023. In addition, the Company made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2024 and 2023, related to the convertible promissory notes at fair value.

 

Nonconvertible Promissory Notes

 

As of September 30, 2024, the Company has outstanding unsecured nonconvertible promissory notes in the aggregate amount of $3,880,000, which bear interest at a rate of 10% per annum and mature between November 2024 and March 2029.

 

As of both September 30, 2024 and December 31, 2023, the Company had a balance of $900,000 and $500,000, respectively, recorded as current liabilities and $2,980,000 and $3,380,000, respectively, in noncurrent liabilities on its condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.

 

The Company recorded interest expense related to these nonconvertible promissory notes of $97,000 and $93,142 for the three months ended September 30, 2024 and 2023, respectively, and $291,000 and $238,195 for the nine months ended September 30, 2024 and 2023, respectively. The Company made interest payments of $291,000 and $215,111 during the nine months ended September 30, 2024 and 2023, respectively, related to the nonconvertible promissory notes.

 

Nonconvertible Unsecured Promissory Note - Socialyte Promissory Note

 

In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), the Company entered into a promissory note with the sellers of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1,500,000 on June 30, 2023 and $1,500,000 on September 30, 2023. The Socialyte Promissory Note carries an interest of 4% per annum, which accrues monthly, and all accrued interest was to be due and payable on September 30, 2023.

 

The Socialyte Purchase Agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note. As such, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. The Company has filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 17.

 

The Company recorded interest expense related to this Socialyte Promissory Note of $30,000 and $90,000 for the three and nine months ended September 30, 2024, respectively, and $30,000 and $95,000 for the three and nine months ended September 30, 2023, respectively. No interest payments were made during the three and nine months ended September 30, 2024 and 2023, related to the Socialyte Promissory Note.

 

  
16 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

BankUnited Loan Agreement

 

On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv.

 

The BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026. The BKU Term Loan has a declining prepayment penalty equal to 5% in year one, 4% in year two, 3% in year three, 2% in year four and 1% in year five of the outstanding balance. The BKU Line of Credit and BKU Commercial Card can be repaid without any prepayment penalty.

 

Interest on the BKU Term Loan accrues at 8.10% fixed rate per annum. Principal and interest on the BKU Term Loan shall be payable on a monthly basis based on a 5-year amortization. Interest on the BKU Line of Credit is payable on a monthly basis, with all principal due at maturity. The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle.

 

The BankUnited Loan Agreement contains financial covenants tested semi-annually on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the BankUnited Loan Agreement contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $1,500,000. During the three months ended September 30, 2024, the Company repaid $400,000 of the line of credit for a period of 30-days in compliance with the covenants of the line of credit. Once the 30-day period was done, on August 27, 2024, the Company drew $400,000 from the line of credit.

 

As of September 30, 2024 and December 31, 2023, the Company had a balance of $4,755,385 and $5,482,614 of principal outstanding under the BKU Term Loan, respectively, net of debt issuance costs of $67,290 and $79,907, respectively. As of September 30, 2024 and December 31, 2023, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit.

 

Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the condensed consolidated statements of operations and amounted to approximately $4,206 and $12,617 for the three and nine months ended September 30, 2024, respectively.

 

During the three and nine months ended September 30, 2024, the Company did not use the BKU Commercial Card.

 

NOTE 8 — LOANS FROM RELATED PARTY

 

On June 1, 2021, the Company exchanged a promissory note that had been issued on October 1, 2016, for a nonconvertible promissory note with a principal balance of $1,107,873 that matures on December 31, 2026 and bears interest at a rate of 10% per annum. The nonconvertible promissory note was issued to Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”). On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.

 

As of September 30, 2024 and December 31, 2023, the Company had an aggregate principal balance of $2,242,873 and $1,107,873, respectively, and accrued interest amounted to $207,235 and $277,423, respectively, related to the DE LLC Notes. For both the nine months ended September 30, 2024 and 2023, the Company did not repay any principal balance on the DE LLC Notes. During the nine months ended September 30, 2024, the Company made cash interest payments in the amount of $200,000 related to the DE LLC Notes.

 

On January 16, 2024 and May 28, 2024, the Company issued two nonconvertible promissory notes to Mr. Donald Scott Mock, brother of Mr. O’Dowd in the amount of $900,000 and $75,000, respectively, and received proceeds of $975,000 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on January 16, 2029 and May 28, 2029, respectively. As of September 30, 2024, the Company had a principal balance of $975,000, and accrued interest of $66,042. The Company did not make cash payments during the nine months ended September 30, 2024 related to the Mock Notes.

 

The Company recorded interest expense of $80,972 and $27,621 for the three months ended September 30, 2024 and 2023, respectively, and $195,853 and $82,863 for the nine months ended September 30, 2024 and 2023, respectively, related to the DE LLC Notes and Mock Notes.

 

  
17 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 NOTE 9 — FAIR VALUE MEASUREMENTS

 

The Company’s non-financial assets measured at fair value on a nonrecurring basis include goodwill and intangible assets. The determination of our intangible fair values includes several assumptions and inputs (Level 3) that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. All other financial assets and liabilities are carried at amortized cost.

 

The Company’s cash balances are representative of their fair values, as these balances are comprised of deposits available on demand. The carrying amounts of accounts receivable, notes receivable, prepaid and other current assets, accounts payable and other non-current liabilities approximate their fair values because of the short turnover of these instruments.

 

Financial Disclosures about Fair Value of Financial Instruments

 

The tables below set forth information related to the Company’s consolidated financial instruments:

               
   Level in  September 30, 2024  December 31, 2023
   Fair Value  Carrying  Fair  Carrying  Fair
   Hierarchy  Amount  Value  Amount  Value
Assets:               
Cash and cash equivalents   1   $5,659,883   $5,659,883   $6,432,731   $6,432,731 
Restricted cash   1    925,004    925,004    1,127,960    1,127,960 
                          
Liabilities:                         
Convertible notes payable   3   $5,100,000   $4,824,000   $5,100,000   $4,875,000 
Convertible note payable at fair value   3    300,000    300,000    355,000    355,000 
Contingent consideration   3    436,000    436,000           
Warrant liability   3    —      —      5,000    5,000 

 

Convertible notes payable

 

As of September 30, 2024, the Company has ten outstanding convertible notes payable with aggregate principal amount of $5,100,000. See Note 8 for further information on the terms of these convertible notes.

 

               
      September 30, 2024  December 31, 2023
   Level  Carrying Amount  Fair Value  Carrying Amount  Fair Value
                
10% convertible notes due in October 2026   3   $800,000   $763,000   $800,000   $817,000 
10% convertible notes due in November 2026   3    300,000    286,000    300,000   $285,000 
10% convertible notes due in December 2026   3    650,000    616,000    650,000   $649,000 
10% convertible notes due in January 2027   3    800,000    804,000    800,000   $821,000 
10% convertible notes due in June 2027   3    150,000    141,000    150,000    140,000 
10% convertible notes due in August 2027   3    2,000,000    1,848,000    2,000,000   $1,808,000 
10% convertible notes due in September 2027   3    400,000    366,000    400,000   $355,000 
        $5,100,000   $4,824,000   $5,100,000   $4,875,000 

 

The estimated fair value of the convertible notes was computed using a Monte Carlo Simulation, using the following assumptions: 

      
Fair Value Assumption – Convertible Debt  September 30, 2024  December 31, 2023
Stock Price  $1.26   $3.42 
Minimum Conversion Price  $2.00 – 5.00   $4.00 – 5.00 
Annual Asset Volatility Estimate   70%   80%
Risk Free Discount Rate   3.58 % - 3.66%   3.95% - 5.01%

 

 

18 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

  

Fair Value Option (“FVO”) Election – Convertible note payable and freestanding warrants

 

Convertible note payable, at fair value

 

As of September 30, 2024, the Company had one outstanding convertible note payable with a face value of $500,000 (the “March 4th Note”), which is accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented as a single line item within other (expenses) income in the accompanying condensed consolidated statements of operations under the caption “Change in fair value of convertible note.”

 

The March 4th Note is measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2023 to September 30, 2024:

   
   March 4th Note
Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2023  $355,000 
Gain on the change in fair value reported in the condensed consolidated statements of operations   (55,000)
Ending fair value balance reported on the condensed consolidated balance sheet at September 30, 2024  $300,000 

  

The estimated fair value of the March 4th Note as of September 30, 2024 and December 31, 2023, was computed using a Black-Scholes simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: 

      
   September 30, 2024  December 31, 2023
Face value principal payable  $500,000   $500,000 
Original conversion price  $7.82   $7.82 
Value of common stock  $1.26   $3.42 
Expected term (years)   5.43    3.42 
Volatility   90%   90%
Risk free rate   3.60%   4.41%

 

Warrant

 

In connection with the March 4th Note, the Company issued the Series I Warrant, which is exercisable for 10,000 shares. The Series I Warrant is measured at fair value and categorized within Level 3 of the fair value hierarchy. The fair values of the Series I Warrant was nominal as of September 30, 2024 and December 31, 2023. The Series I Warrant expire on September 4, 2025.

 

 
19 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 10 — STOCKHOLDERS’ EQUITY

 

2022 Lincoln Park Transaction

 

On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of its shares of the Company’s common stock from time to time over a 36-month period.

 

During the three months ended September 30, 2024, the Company did not sell shares of common stock under the LP 2022 Purchase Agreement. During the nine months ended September 30, 2024, the Company sold 475,000 shares of its common stock at prices ranging between $2.14 and $3.06 and received proceeds of $1,185,300.

 

During the three and nine months ended September 30, 2023, the Company sold 150,000 and 575,000 shares of its common stock, respectively, at prices ranging between $3.31 and $4.54 pursuant to the LP 2022 Purchase Agreement and received proceeds of $550,850 and $2,162,150, respectively.

 

The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of its common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has insignificant value as of September 30, 2024. 

 

Reverse Stock Split

 

Effective October 16, 2024, the Company amended its Amended and Restated Articles of Incorporation to effectuate a 1:2 reverse stock split.  All shares and per share amounts discussed in these condensed consolidated financial statements have been retrospectively adjusted for the reverse stock split.

 

Series C Convertible Preferred Stock

 

On November 6, 2024, the Company received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company violated Nasdaq’s voting rights rule set forth in Listing Rule 5640 (the “Voting Rights Rule”) due to the Company’s filing of shareholder-approved amendments to the Company’s articles of incorporation modifying the terms of the Company’s Series C Convertible Preferred Stock (the “Series C”) to increase the number of votes per share of common stock the Series C is convertible into (i) from three votes per share to five votes per share, filed on September 29, 2022 (the “2022 Amendment”) and (ii) from five votes per share to ten votes per share, filed on September 25, 2024 (the “2024 Amendment” and, together with the 2022 Amendment, the “Amendments”).  

 

On October 31, 2024, the Company submitted a plan to regain compliance to the Staff in which the Company proposed to amend the Certificate of the Series C to decrease the voting rights of the Series C to the original voting power of three votes per share of common stock (the “Proposed Amendment”). The Company notified Nasdaq that it plans to call a special meeting of shareholders for the purpose of voting on the Proposed Amendment and expects to file the Proposed Amendment with the office of the Secretary of the State of Florida on or before February 28, 2025 (the “Compliance Date”). As such, based on the Company’s submission, the Staff notified the Company in the Letter that it has determined to grant the Company an extension of time to regain compliance with the Voting Rights Rule by obtaining shareholder approval for the Proposed Amendment and filing the Proposed Amendment with the Secretary of the State of Florida on or before the Compliance Date.

 

The Letter has no immediate impact on the listing of the Company’s securities, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the Letter by the Compliance Date.

 

 
20 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 11 — LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted loss per share:

            
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Numerator            
Net loss  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
Net income attributable to participating securities   —      —      —      —   
Net loss attributable to Dolphin Entertainment common stock shareholders and numerator for basic loss per share   (8,692,389)   (3,863,328)   (10,643,614)   (14,791,892)
Change in fair value of convertible notes payable   —      —      —      —   
Interest expense   —      —      —      —   
Numerator for diluted loss per share  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
                     
Denominator                    
Denominator for basic EPS - weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
Effect of dilutive securities:                    
Convertible notes payable   —      —      —      —   
Denominator for diluted EPS - adjusted weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
                     
Basic loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)
Diluted loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)

 

Basic (loss) earnings per share is computed by dividing income or loss attributable to the shareholders of common stock (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period. Diluted (loss) earnings per share assume that any dilutive equity instruments, such as convertible notes payable and warrants were exercised and outstanding common stock adjusted accordingly, if their effect is dilutive.

 

The Company’s convertible note payable at fair value, the warrant and the Series C preferred stock have clauses that entitle the holder to participate if dividends are declared to the common stockholders as if the instruments had been converted into shares of common stock. As such, the Company uses the two-class method to compute earnings per share and attribute a portion of the Company’s net income to these participating securities. These securities do not contractually participate in losses. For the three and nine months ended September 30, 2024 and 2023, the Company had a net loss and as such the two-class method is not presented.

 

  
21 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

For the three and nine months ended September 30, 2024, potentially dilutive instruments including 3,427,514 shares and 2,376,531 shares, respectively, of common stock issuable upon conversion of convertible notes payable and 10,000 shares of common stock issuable upon exercise of the warrant were not included in the diluted loss per share as inclusion was considered to be antidilutive. For the three and nine months ended September 30, 2024, the warrant was not included in diluted loss per share because the warrant was not “in the money”.

 

For the three and nine months ended September 30, 2023, potentially dilutive instruments including 1,441,880 shares and 1,282,820 shares, respectively, of common stock issuable upon conversion of convertible notes payable were not included in the diluted loss per share as inclusion was considered to be antidilutive. For the three and nine months ended September 30, 2023, the warrant was not included in diluted loss per share because the warrant was not “in the money”.

 

 NOTE 12 — RELATED PARTY TRANSACTIONS

 

As part of the employment agreement with its CEO, the Company provided a $1,000,000 signing bonus in 2012, which has not been paid and is recorded in accrued compensation on the condensed consolidated balance sheets, along with unpaid base salary of $1,625,000 in aggregate attributable for the period from 2012 through 2018. Any unpaid and accrued compensation due to the CEO under his employment agreement will accrue interest on the principal amount at a rate of 10% per annum from the date of his employment agreement until it is paid. Even though the employment agreement expired and has not been renewed, the Company has an obligation under the agreement to continue to accrue interest on the unpaid balance.

 

As of September 30, 2024 and December 31, 2023, the Company had accrued $2,625,000 of compensation as accrued compensation and has balances of $1,637,641 and $1,440,586, respectively, in accrued interest in current liabilities on its condensed consolidated balance sheets, related to the CEO’s employment agreement. Amounts owed under this arrangement are payable on demand.

 

The Company recorded interest expense related to the accrued compensation in the condensed consolidated statements of operations amounting to $66,164 for both the three months ended September 30, 2024 and 2023, and $197,055 and $196,336 for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, the Company did not make cash interest payments in connection with the accrued compensation to the CEO. During the nine months ended September 30, 2023, the Company made interest payments in the amount of $400,000 in connection with the accrued compensation to the CEO.

 

The Company entered into several DE LLC Notes with an entity wholly owned by its CEO and into two Mock Notes with its CEO’s brother. See Note 8 for further discussion.

 

NOTE 13 — SEGMENT INFORMATION

 

The Company operates in two reportable segments, Entertainment Publicity and Marketing Segment (“EPM”) and Content Production Segment (“CPD”).

 

•   The Entertainment Publicity and Marketing segment is composed of 42West, The Door, Viewpoint, Shore Fire, The Digital Dept, Special Projects, Always Alpha and Elle. This segment primarily provides clients with diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials. During the nine months ended September 30, 2024, BHI merged into 42West, Be Social and Socialyte merged to become The Digital Dept., and the operations of Viewpoint were ceased.

 

•   The Content Production segment is composed of Dolphin Entertainment and Dolphin Films. This segment engages in the production and distribution of digital content and feature films. The activities of our Content Production segment also include all corporate overhead activities.

 

The profitability measure employed by our chief operating decision maker for allocating resources to operating segments and assessing operating segment performance is operating income (loss) which is the same as Income (loss) from operations on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. Payroll and benefits related expenses include salaries, bonuses, commissions and other incentive related expenses. Legal and professional expenses primarily include professional fees related to financial statement audits, legal, investor relations and other consulting services, which are engaged and managed by each of the segments. Selling, general and administrative expenses include rental expense for properties occupied by corporate office employees. In addition, depreciation and amortization includes depreciation of property, equipment and leasehold improvements and amortization of the customer lists and tradenames. All segments follow the same accounting policies as those described in the Annual Report on Form 10-K for the year ended December 31, 2023.

 

 
22 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

In connection with the acquisitions of our wholly owned subsidiaries, the Company assigned $10,808,498 of intangible assets, net of accumulated amortization, $21,622,279 of goodwill, and net of impairment of $6,671,557, as of September 30, 2024 to the EPM segment. Equity method investments during the three and nine months ended September 30, 2023 are included within the EPM segment. There were no equity investments during the three and nine months ended September 30, 2024.

         
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Revenues:            
EPM  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
CPD   —      —      3,421,141    —   
Total  $12,682,437   $10,184,511   $39,367,418   $31,100,867 
                     
Segment Operating Loss:                    
EPM  $(7,088,407)  $1,032,134    (7,538,505)  $(8,142,846)
CPD   (1,066,292)   (3,143,490)   (1,571,118)   (3,985,250)
Total operating loss   (8,154,699)   (2,111,356)   (9,109,623)   (12,128,096)
Interest expense, net   (530,063)   (500,366)   (1,549,285)   (1,103,753)
Other (expense) income, net   (10,000)   —      60,000    (1,444)
Loss before income taxes and equity in losses of unconsolidated affiliates  $(8,694,762)  $(2,611,722)   (10,598,908)  $(13,233,293)

       
   As of
September 30, 2024		  As of
December 31, 2023
Total assets:          
EPM  $52,841,013   $62,908,337 
CPD   4,459,504    3,346,637 
Total  $57,300,517   $66,254,974 

  

NOTE 14 — LEASES

 

The Company and its subsidiaries are party to various office leases with terms expiring at different dates through November 2027. The amortizable life of the right-of-use asset is limited by the expected lease term. Although certain leases include options to extend, the Company did not include these in the right-of-use asset or lease liability calculations because it is not reasonably certain that the options will be executed.

      
Operating Leases  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $3,988,810   $5,469,743 
           
Liabilities          
Current          
Lease liability  $1,758,860   $2,141,240 
           
Noncurrent          
Lease liability  $2,767,090   $3,986,787 
           
Total operating lease liability  $4,525,950   $6,128,027 

  

 
23 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

      
Finance Lease  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $152,175   $129,993 
           
Liabilities          
Current          
Lease liability  $80,727   $50,973 
           
Noncurrent          
Lease liability  $77,436   $81,855 
           
Total finance lease liability  $158,163   $132,828 

 

The tables below show the lease income and expenses recorded in the condensed consolidated statements of operations incurred during the three and nine months ended September 30, 2024 and 2023 for operating and financing leases, respectively.

 

                           
        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Operating lease costs   Selling, general and administrative expenses   $ 693,733     $ 699,983     $ 2,049,925     $ 2,109,576  
Sublease income   Selling, general and administrative expenses     (106,835 )     (109,807 )     (317,918 )     (330,189 )
Net operating lease costs       $ 586,898     $ 590,176     $ 1,732,007     $ 1,779,387  

 

        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Amortization of right-of-use assets   Selling, general and administrative expenses   $ 18,403     $ 10,589     $ 59,385     $ 15,840  
Interest on lease liability   Selling, general and administrative expenses     3,018       2,415       9,814       13,089  
Total finance lease costs       $ 21,421     $ 13,004     $ 69,199     $ 28,929  

 

Lease Payments

 

For the nine months ended September 30, 2024 and 2023, the Company made payments in cash related to its operating leases in the amounts of $2,001,959 and $1,999,745, respectively.

 

Future minimum lease payments for leases for the remainder of 2024 and thereafter, were as follows:

      
Year  Operating Leases  Finance Leases
 2024   $639,194   $22,019 
 2025    1,979,589    88,073 
 2026    1,782,057    54,567 
 2027    719,797    6,111 
 2028    —      —   
 Thereafter    —      —   
 Total lease payments   $5,120,637   $170,770 
 Less: Imputed interest    (594,687)   (12,607)
 Present value of lease liabilities   $4,525,950   $158,163 

 

As of September 30, 2024, the Company’s weighted average remaining lease term on its operating and finance leases is 2.48 years and 2.03 years, respectively, and the Company’s weighted average discount rate is 8.99% and 8.40% related to its operating and finance leases, respectively.

 

 

24 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

NOTE 15 — COLLABORATIVE ARRANGEMENT

 

IMAX Co-Production Agreement

 

On June 24, 2022, the Company entered into an agreement with IMAX to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy, called The Blue Angels (“Blue Angels Agreement”). IMAX and Dolphin each agreed to fund 50% of the production budget. As of September 30, 2024, we had paid $2,250,000 in connection with this agreement.

 

On April 25, 2023, IMAX entered into the Amazon Agreement for the distribution rights of The Blue Angels. The Amazon Agreement was determined to be entity-customer relationship, and the revenue recognized from the agreement was recorded separately as revenue from a customer. The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.

 

During the nine months ended September 30, 2024, the Company recorded net revenues of $3,421,141 from the Amazon Agreement. On February 22, 2024, the Company received $777,905 from the Amazon Agreement upon delivery of the film by IMAX to Amazon Content Services LLC, the Company’s single performance obligation under the Amazon Agreement. On July 9, 2024, the Company received a second installment from IMAX in the amount of $2,556,452.

 

NOTE 16 — SHARE-BASED COMPENSATION

 

On June 29, 2017, the shareholders of the Company approved the Dolphin Digital Media, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), allowing for 1,000,000 shares to be granted under the 2017 Plan. During the nine months ended September 30, 2024, the Company granted Restricted Stock Units (“RSUs”) to certain employees under the 2017 Plan, as detailed in the table below. During the three months ended September 30, 2024, and the three and nine months ended September 30, 2023, the Company did not issue any awards under the 2017 Plan. The fair value of the RSUs granted is determined using the fair value of the Company’s common stock on the date of the grant, which was $2.88.

 

The RSUs granted under the 2017 Plan to the Company’s employees vest in four equal installments on the following dates: March 15, 2024, June 15, 2024, September 15, 2024 and December 15, 2024. The Company recognized compensation expense for RSUs of $3,725 and $13,248 for the three and nine months ended September 30, 2024, respectively, which is included in payroll and benefits in the condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2024, was inconsequential. There was no share-based compensation under the 2017 Plan recognized for the three and nine months ended September 30, 2023. As of September 30, 2024, unrecognized compensation expense, net of actual forfeitures, related to RSUs of $4,049 is expected to be recognized over a weighted-average period of 0.25 years. No RSUs vested during the three and nine months ended September 30, 2023.

 

The following table sets forth the activity for the RSUs:

      
   Number of
Shares		  Weighted Average
Grant Date
Fair Value
 Outstanding (nonvested), December 31, 2023    —     $—   
 Granted    6,784    2.88 
 Forfeited    (778)   2.88 
 Vested    (4,600)   2.88 
 Outstanding (nonvested), September 30, 2024    1,406   $2.88 

 

 

 
25 

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 17 — COMMITMENTS AND CONTINGENCIES

 

Litigation

 

On June 21, 2024, the Company filed a complaint in Los Angeles County Superior Court against NSL Ventures (“NSL”), the Socialyte seller, and its principals alleging that the defendants breached the Socialyte Purchase Agreement and committed acts of fraud and negligence in connection with that transaction, and that the Company is entitled to monetary damages caused by those acts. On September 16, 2024, Defendants answered the Complaint with a general denial and affirmative defenses. On September 16, 2024, defendant NSL also filed a Cross-complaint against the Company and Social Midco, LLC, alleging a single cause of action for breach of contract. The Company and Social Midco answered the Cross-complaint on October 1, 2024. Trial has been scheduled by the Court for February 2026.The Company is not aware of any other pending litigation as of the date of this report and, therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any other pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows.

 

 

26 
 

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

We are a leading independent entertainment marketing and production company. We were first incorporated in the State of Nevada on March 7, 1995 and domesticated in the State of Florida on December 4, 2014. Our common stock trades on The Nasdaq Capital Market under the symbol “DLPN.”

 

Through our subsidiaries 42West, Shore Fire, The Door and Elle, we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment and hospitality industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global PR and marketing leaders for the industries they serve. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Our newly launched talent management firm, Always Alpha, is the first management firm of its kind, fully focused on women’s sports. Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.

 

We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses. We believe that complementary businesses, such as public relations companies in new and distinct entertainment verticals, can create synergistic opportunities and bolster profits and cash flow. We completed the acquisition of Special Projects during 2023 and completed the acquisition of Elle Communications, LLC in July of 2024. We will continue to identify potential acquisition targets but there is no assurance that one will be identified nor that we will be successful in completing the acquisition if one is identified.

 

We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into additional investments during 2024, but there is no assurance that we will be successful in doing so, whether in 2024 or at all.

 

HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS

 

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, direct costs, payroll and benefits, selling, general and administrative expenses, legal and professional expenses, other income/expense and net income. Other income/expense consists mainly of interest expense, non-cash changes in fair value of liabilities, costs directly relating to our acquisitions, and gains or losses on extinguishment of debt and disposal of fixed assets.

 

We operate in two reportable segments: (i) our entertainment publicity and marketing segment and (ii) our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept. Special Projects, Always Alpha and Elle, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, talent management, celebrity booking and live event production. The content production segment is composed of Dolphin Films, Inc. (“Dolphin Films”) and Dolphin Digital Studios, which produce and distribute feature films and digital content.

 

Entertainment Publicity and Marketing

 

Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. We believe that we have a stable client base, and we have continued to grow organically through referrals and by actively soliciting new business. We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers, athletes, broadcasters or celebrities and (viii) curating and booking celebrities for live events For these revenue streams, we collect fees through either fixed fee monthly retainer agreements, fees based on a percentage of contracts or project-based fees.

 

27 
 

 

We earn entertainment publicity and marketing revenues primarily through the following:

 

•   Talent – We earn fees from creating and implementing strategic communication campaigns for performers and entertainers, including Oscar, Tony and Emmy winning film, theater and television stars, directors, producers, celebrity chefs and Grammy winning recording artists. Our services in this area include ongoing strategic counsel, media relations, studio and/or network liaison work, and event and tour support. We believe that the proliferation of content, both traditional and on social media, will lead to an increasing number of individuals seeking such services, which will drive growth and revenue in our Talent departments for several years to come.

 

•   Entertainment Marketing and Brand Strategy – We earn fees from providing marketing direction, public relations counsel and media strategy for entertainment content (including theatrical films, television programs, DVD and VOD releases, and online series) from virtually all the major studios and streaming services, as well as content producers ranging from individual filmmakers and creative artists to production companies, film financiers, DVD distributors, and other entities. In addition, we provide entertainment marketing services in connection with film festivals, food and wine festivals, awards campaigns, event publicity and red carpet management. As part of our services, we offer marketing and publicity services tailored to reach diverse audiences. We also provide marketing direction targeted to the ideal consumer through a creative public relations and creative brand strategy for hotel and restaurant groups. We expect that increased digital streaming marketing budgets at several large key clients will drive growth of revenue and profit over the next several years.

 

•   Strategic Communications – We earn fees by advising companies looking to create, raise or reposition their public profiles, primarily in the entertainment industry. We also help studios and filmmakers deal with controversial movies, as well as high-profile individuals address sensitive situations. We believe that growth in the Strategic Communications division will be driven by increasing demand for these varied services by traditional and non-traditional media clients who are expanding their activities in the content production, branding, and consumer products PR sectors.

 

•   Digital Media Influencer Marketing Campaigns – We arrange strategic marketing agreements between brands and social media influencers, athletes, broadcasters and coaches, for both organic and paid campaigns. We also offer services for social media activations at events. Our services extend beyond our own captive influencer network, and we manage custom campaigns targeting specific demographics and locations, from ideation to delivery of results reports. We expect that our relationship with social media influencers will provide us the ability to offer these services to our existing clients in the entertainment and consumer products industries and will be accretive to our revenue.

 

•   Celebrity Booking and Live Event Programming – We arrange for brands and events to book celebrity and influencer talent. Our services include the creation of the strategy to elevate the brand or event through celebrity and/or influencer inclusion, to the booking of celebrities and influencers for commercial endorsements or appearances, to the curation of event lists and securing attendance, to the coordination and production of live events. We believe the expansion of brands seeking celebrity and/or influencer endorsements, as well as celebrity and/or influencers to attend brand-sponsored live events, will drive growth and revenue for the next several years.

 

Content Production

 

Project Development and Related Services

 

We have a team that dedicates a portion of its time to identifying scripts, story treatments and novels for acquisition, development and production. The scripts can be for either digital, television or motion picture productions. We have acquired the rights to certain scripts that we intend to produce and release in the future, subject to obtaining financing. We have not yet determined if these projects would be produced for digital, television or theatrical distribution.

 

We have completed development of several feature films, which means that we have completed the script and can begin pre-production once financing is obtained. We are planning to fund these projects through third-party financing arrangements, domestic distribution advances, pre-sales, and location-based tax credits, and if necessary, sales of our common stock, securities convertible into our common stock, debt securities or a combination of such financing alternatives; however, there is no assurance that we will be able to obtain the financing necessary to produce any of these feature films. 

 

 

28 
 

 

In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. As of September 30, 2024, we had paid $2,250,000 in connection with this agreement. On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels. During the nine months ended September 30, 2024, we recorded revenue of $3,421,141 related to the Amazon Agreement. On February 22, 2024, we received $777,905 from IMAX, as a first installment in connection with the Amazon Agreement and on July 9, 2024, the Company received the second installment from IMAX in the amount of $2,556,452.

 

 The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.

 

Revenues

 

For the three and nine months ended September 30, 2024 and 2023, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the nine months ended September 30, 2024, we generated income in our content production segment related to the “The Blue Angels” documentary motion picture.

 

The table below sets forth the percentage of total revenue derived from our segments for the three and nine months ended September 30, 2024 and 2023:

 

   For the three months ended
September 30,		 

For the nine months ended

September 30,

   2024  2023  2024  2023
Revenues:            
Entertainment publicity and marketing    100%   100%   91.3%   100%
Content production   —  %   —  %   8.7%   —  %
Total revenue    100%   100%   100%   100%

 

Expenses

 

Our expenses consist primarily of:

 

(1)   Direct costs – includes the amortization of film production costs related to The Blue Angels, using the individual film-forecast-computation method which amortizes film production costs in the same ratio as the current period actual revenue bears to estimated remaining unrecognized ultimate revenue. Direct costs also include certain costs of services, as well as certain production costs, related to our entertainment publicity and marketing business.
(2)   Payroll and benefits expenses – includes wages, stock-based compensation, payroll taxes and employee benefits.
(3)   Selling, general and administrative expenses – includes all overhead costs except for payroll, depreciation and amortization and legal and professional fees that are reported as a separate expense item.
(4)   Acquisition costs – includes legal, consulting, and audit related fees related to our acquisition.
(5)   Depreciation and amortization – includes the depreciation of our property and equipment and amortization of intangible assets and leasehold improvements.
(6)   Impairment of goodwill – includes an impairment charge related to ceasing operations of Viewpoint and triggering event identified during the third quarter of 2024.
(7)   Impairment of intangible assets– includes an impairment charge as a result of a rebranding of two of our subsidiaries during the third quarter of 2023.
(8)   Impairment of notes receivable – includes the write-off of the notes receivable from Midnight Theatre. Refer to Note 5 to the condensed consolidated financial statements for additional information.
(9)   Change in fair value of contingent consideration – includes changes in the fair value of the contingent earn-out payment obligations for the Company’s acquisitions. The fair value of the related contingent consideration is measured at every balance sheet date and any changes recorded on our condensed consolidated statements of operations.
(10)   Legal and professional fees – includes fees paid to our attorneys, fees for investor relations consultants, audit and accounting fees and fees for general business consultants.

 

Other Income and Expenses

 

For the three and nine months ended September 30, 2024 and 2023, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes and warrants; (2) interest income; and (3) interest expense.

 

  

29 
 

 

RESULTS OF OPERATIONS

 

Three and nine months ended September 30, 2024 as compared to three and nine months ended September 30, 2023

 

Revenues

 

For the three and nine months ended September 30, 2024 and 2023 revenues were as follows:

 

   For the three months ended
September 30,		 

For the nine months ended

September 30,

   2024  2023  2024  2023
Revenues:            
Entertainment publicity and marketing   $12,682,437   $10,184,511   $35,946,277   $31,100,867 
Content production   —      —      3,421,141    —   
Total revenue   $12,682,437   $10,184,511   $39,367,418   $31,100,867 

 

Revenues from entertainment publicity and marketing increased by approximately $2.5 million and $4.8 million for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. The increase for the nine months ended September 30, 2024 is primarily driven by increases across substantially all subsidiaries, especially 42West as a result of the 2023 Writers Guild of America and the Screen Actors Guild-American Federation of Television and Radio Arts (“SAG-AFTRA”) strikes that ended in September 2023 and November 2023, respectively. The remaining increase is due to the inclusion of $3.2 million of Special Projects and Elle revenues that were not present in 2023. For the three months ended September 30, 2024, the increase is primarily driven increases in revenues of 42West of $1.1 million, and the inclusion of $1.7 million in revenues of Special Projects and Elle that were not present in 2023 offset by a decrease in the revenues of Viewpoint. The Company decided to cease the operations of Viewpoint during the nine months ended September 30, 2024.

 

Revenues from content production increased by approximately $3.4 million during the nine months ended September 30, 2024, compared to the same period in the prior year, in connection with revenue generated from The Blue Angels documentary film, which was released in theatres on May 17, 2024.

 

Expenses

 

For the three and nine months ended September 30, 2024 and 2023, our expenses were as follows: 

 

   For the three months ended
September 30,		 

For the nine months ended

September 30,

   2024  2023  2024  2023
Expenses:            
Direct costs  $254,574   $185,308   $2,790,043   $621,449 
Payroll and benefits   9,575,596    8,382,659    28,344,865    26,114,881 
Selling, general and administrative   1,838,765    2,150,889    5,665,365    6,023,954 
Acquisition costs   148,798    4,666    164,044    8,823 
Depreciation and amortization   636,782    535,740    1,745,579    1,612,776 
Impairment of goodwill   6,480,992    —      6,671,557    6,517,400 
Impairment of intangible assets   —      341,417    —      341,417 
Impairment of notes receivables   1,270,000    —      1,270,000    —   
Change in fair value of contingent consideration   —      —      —      33,226 
Legal and professional   631,629    695,188    1,825,588    1,955,037 
Total expenses   $20,837,136   $12,295,867   $48,477,041   $43,228,963 

 

 Direct costs increased $69.0 thousand for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and increased $2.2 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase in direct costs for the three months ended September 30, 2023 is attributed to increase in subsidiaries’ revenues compared to the same period in the prior year. The increase in direct costs for the nine months ended September 30, 2024 is directly attributable to (i) $1.8 million of capitalized production costs being amortized for the production of The Blue Angels and (ii) the increase in subsidiaries’ revenues as compared with the same period in the prior year. 

 

Payroll and benefits expenses increased by approximately $1.2 million and $2.2 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, primarily due to the inclusion of the Special Projects and Elle payroll expenses in the three and nine months ended September 30, 2024.

  

Selling, general and administrative expenses decreased by approximately $0.3 million and $0.4 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The decrease is mainly due to a decrease in office rent expense from the expiration of one of our New York office leases in August of 2023 and a reduction of bad debt expense due to improvements in collections of our accounts receivable.

 

Acquisition costs for the three and nine months ended September 30, 2024 were $0.1 million and $0.2 million, respectively, related to our acquisition of Elle on July 15, 2024. Acquisition costs for the three and nine months ended September 30, 2023 were inconsequential.

 

 

30 
 

 

Depreciation and amortization increased by $0.1 million for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023. The increase in depreciation and amortization expense are related primarily to the amortization of Special Projects and Elle’s intangibles assets, such as the trade name and customers list, during the three and nine months ended September 30, 2024, which were not present in the same period of the prior year.

 

Impairment of goodwill was $6.5 million and $6.7 million for the three and nine months ended September 30, 2024, respectively. As discussed in Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, in the third quarter of 2024, we performed a quantitative assessment driven by triggering events related to declines in our market capitalization combined with the lack of positive response from the market to positive information related to future projects. The quantitative assessment resulted in the impairment of goodwill in the amount of $6.5 million of a few of our reporting units, and $0.2 million impairment of goodwill as a result of the closure of one of our reporting units. During the nine months ended September 30, 2023, the Company impaired $6.5 million relating to the goodwill allocated to several of our reporting units.

 

Impairment of intangible assets was $0.3 million for both the three and nine months ended September 30, 2023. As discussed in Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included above, during the three and nine months ended September 30, 2023, the Company recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the “The Digital Dept.”. No such impairments were recorded in the three and nine months ended September 30, 2024.

 

Impairment of notes receivables was $1.3 million for the three and nine months ended September 30, 2024. As discussed in Note 5 to our condensed consolidated financial statements included above, during the three and nine months ended September 30, 2024, the Company determined the Midnight Theatre Notes had been impaired, resulting from a review of Midnight Theatre’s operating results and projections. As a result, as of September 30, 2024 the Company impaired all outstanding Midnight Theatre Notes. No such impairments were recorded during the three and nine months ended September 30, 2023.

 

Change in fair value of the contingent consideration was $33.2 thousand for the nine months ended September 30, 2023 and all related to the settlement of the contingent consideration for the acquisition of Be Social. There were no changes in fair value of contingent consideration for the three and nine months ended September 30, 2024, and the three months ended September 30, 2023.

 

Legal and professional fees remained consistent for the three months ended September 30, 2024 as compared to same period of the prior year. Legal and professional fees decreased by $0.1 million for the nine months ended September 30, 2024 as compared to the same period in the prior year, and related to the Company obtaining a consent from the predecessor auditor for the 2021 audited financial statements that were included by reference in the S-3 registration statement.

 

Other Income and Expenses

 

   For the three months ended
September 30,		 

For the nine months ended

September 30,

   2024  2023  2024  2023
Other Income and expenses:                    
Change in fair value of convertible notes  $(10,000)  $—     $55,000   $(6,444)
Change in fair value of warrants   —      —      5,000    5,000 
Interest income   3,391    104,303    9,991    309,424 
Interest expense   (533,454)   (604,669)   (1,559,276)   (1,413,177)
Total other (expenses) income, net  $(540,063)  $(500,366)  $(1,489,285)  $(1,105,197)

 

Change in fair value of convertible notes – We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended September 30, 2024, we recorded a loss in the change in fair value of the convertible note issued in 2020 in the amount of $10.0 thousand. For the three months ended September 30, 2023, there was no change in fair value. For the nine months ended September 30, 2024 and 2023, we recorded a change in fair value of the convertible note issued in 2020 in the amount of a gain of $55.0 thousand and a loss of $6.4 thousand, respectively. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.

 

Change in fair value of warrant – The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the three and nine months ended September 30, 2024 and 2023.

 

Interest income – Interest income decreased by $0.1 million and $0.3 million for the three and nine months ended September 30, 2024 as compared to the same periods in the prior year, primarily due to the write-off of notes receivable in the fourth quarter of 2023.

 

Interest expense – Interest expense decreased by $71.2 thousand and increased by $0.1 million for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. The increases were primarily due to increased related party nonconvertible notes and the term loan outstanding during 2024 as compared to the same period in the prior year.

 

Income Taxes

 

We recorded an income tax benefit of approximately $2.0 thousand and an income tax expense of $44.7 thousand for the three and nine months ended September 30, 2024, respectively, and approximately $31.1 thousand and $91.2 thousand for the three and nine months ended September 30, 2023, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).

 

 

31 
 

 

 Equity in Losses of Unconsolidated Affiliates

 

Equity in earnings or losses of unconsolidated affiliates includes our share of income or losses from equity investments. The Company impaired its equity investment in the unconsolidated affiliates during the fourth quarter of 2023. Therefore, no income or loss has been recorded during the three and nine months ended September 30, 2024.

 

Net Loss

 

Net loss was approximately $8.7 million or ($0.80) per share based on 10,930,286 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended September 30, 2024. Net loss was approximately $3.9 million or ($0.55) per share based on 7,060,638 weighted average shares outstanding for both basic loss per share and fully diluted loss per share for the three months ended September 30, 2023. The change in net loss for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, is related to the factors discussed above.

 

Net loss was approximately $10.6 million or ($1.07) per share based on 9,964,607 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the nine months ended September 30, 2024. Net loss was approximately $14.8 million or ($2.22) per share based on 6,664,069 weighted average shares outstanding for both basic loss per share and fully diluted loss per share for the nine months ended September 30, 2023. The change in net loss for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, is related to the factors discussed above. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows

 

   Nine Months Ended
September 30,
   2024  2023
Statement of Cash Flows Data:      
Net cash used in operating activities  $(1,008,053)  $(4,892,645)
Net cash used in investing activities   (2,458,287)   (21,893)
Net cash provided by financing activities   2,490,536    7,847,203 
Net (decrease) increase in cash and cash equivalents and restricted cash   (975,804)   2,932,665 
           
Cash and cash equivalents and restricted cash, beginning of period   7,560,691    7,197,849 
Cash and cash equivalents and restricted cash, end of period  $6,584,887   $10,130,514 

 

Operating Activities

 

Cash used in operating activities was $1.0 million for the nine months ended September 30, 2024, a change of $3.9 million from cash used in operating activities of $4.9 million for nine months ended September 30, 2023. The increase in cash flows from operations was primarily as a result a $4.1 million of decreased net loss for the period, an increase of $1.0 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, impairment of capitalized production costs, impairment of goodwill and other non-cash losses, which was offset by $1.3 million net change in working capital.

 

Investing Activities

 

Cash flows used in investing activities for the nine months ended September 30, 2024 were $2.5 million, mainly related to the net issuance of $1.3 million of notes receivable to Midnight Theatre, and $1.2 million payment related to the acquisition of Elle, net of cash acquired. There were no significant cash flows used in investing activities for the nine months ended September 30, 2023.

 

Financing Activities

 

Cash flows provided by financing activities for the nine months ended September 30, 2024 were $2.5 million, which mainly related to:

 

Inflows:

 

  ·

$2.1 million of proceeds from related party loan.

  · $1.2 million of proceeds from the Lincoln Park equity line of credit (discussed below).

 

Outflows:

 

  · $0.7 million of repayment of existing term loan.

 

 

32 
 

Cash flows provided by financing activities for the nine months ended September 30, 2023 were $7.8 million, which mainly related to:

Inflows:

 

  ·

$5.8 million of proceeds from new term loan.

  ·

$2.6 million of proceeds from notes payable.

  ·

$1.0 million of proceeds from convertible notes payable.

  · $2.2 million of proceeds from the Lincoln Park equity line of credit described below.

 

 

Outflows:

 

  ·

$3.0 million of repayment of existing term loan.

  ·

$0.5 million of repayment of settlement of cash portion of contingent consideration for Be Social.

  ·

$0.1 million of repayment of notes payable.

  ·

$0.1 million of payment of debt origination costs.

  · $0.1 million of early payment penalty of the term loan.

 

 Debt and Financing Arrangements 

 

Total debt amounted to $20.7 million as of September 30, 2024, compared to $19.3 million as of December 31, 2023, an increase of $1.4 million, primarily related to an increase in related party nonconvertible promissory notes, offset by the repayment of the term loan.

 

Our debt obligations in the next twelve months from September 30, 2024 and December 31, 2023, were approximately $4.9 million. We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements.

 

2022 Lincoln Park Transaction

On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of its shares of the Company’s common stock from time to time over a 36-month period.

 

During the three months ended September 30, 2024, the Company did not sell shares of common stock. During the nine months ended September 30, 2024, the Company sold 475,000 shares of its common stock, at prices ranging between $2.14 and $3.06 and received proceeds of $1,185,300.

 

During the three and nine months ended September 30, 2023, the Company sold 150,000 and 575,000 shares of its common stock, respectively, at prices ranging between $3.31 and $4.54 pursuant to the LP 2022 Purchase Agreement and received proceeds of $550,850 and $2,162,150, respectively.

 

The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of its common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has insignificant value as of September 30, 2024. 

 

 Convertible Notes Payable

 

As of September 30, 2024, the Company has ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances. The balance of each convertible note payable and any accrued interest may be converted at the noteholder’s option at any time at a purchase price based on a 90-day average closing market price per share of the common stock. Three of the convertible notes payable may not be converted at a price less than $5.00 per share, four of the convertible notes payable may not be converted at a price less than $4.00 per share, and three of the convertible notes payable may not be converted at a price less than $2.00 per share.

 

The Company recorded interest expense related to these convertible notes payable of $127,500 and $128,750 during the three months ended September 30, 2024, and 2023, respectively, and $382,750 and $414,880 during the nine months ended September 30, 2024, and 2023, respectively. In addition, the Company made cash interest payments amounting to $382,750 and $413,764 during the nine months ended September 30, 2024 and 2023, respectively, related to the convertible notes payable.

 

As of both September 30, 2024, and December 31, 2023, the principal balance of the convertible notes payable of $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the Company’s condensed consolidated balance sheets.

 

 

33 
 

  

 

Convertible Note Payable at Fair Value

 

The Company had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of September 30, 2024 for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, the Company records the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.

The Company had a balance of $300,000 and $355,000 in noncurrent liabilities as of September 30, 2024, and December 31, 2023, respectively, on its condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.

 

The Company recorded a loss in fair value of $10,000 for the three months ended September 30, 2024. There was no change in fair value for the three months September 30, 2023. A gain in fair value of $55,000 and a loss in fair value of $6,444 for the nine months ended September 30, 2024 and 2023, respectively, on its condensed consolidated statements of operations related to this convertible promissory note at fair value.

 

The Company recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended September 30, 2024 and 2023, and $29,589 for both the nine months ended September 30, 2024 and 2023. In addition, the Company made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2024 and 2023, related to the convertible note payable at fair value.

 

Nonconvertible Promissory Notes

 

As of September 30, 2024, the Company has outstanding unsecured nonconvertible promissory notes in the aggregate amount of $3,880,000, which bear interest at a rate of 10% per annum and mature between November 2024 and March 2029.

 

As of both September 30, 2024 and December 31, 2023, the Company had a balance of $900,000 and $500,000, respectively, recorded as current liabilities and $2,980,000 and $3,380,000, respectively, in noncurrent liabilities on its condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.

 

The Company recorded interest expense related to these nonconvertible promissory notes of $97,000 and $93,142 for the three months ended September 30, 2024 and 2023, respectively, and $291,000 and $238,195 for the nine months ended September 30, 2024 and 2023, respectively. The Company made interest payments of $291,000 and $215,111 during the nine months ended September 30, 2024 and 2023, respectively, related to the nonconvertible promissory notes.

 

Nonconvertible Unsecured Promissory Note - Socialyte Promissory Note

 

In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), the Company entered into a promissory note with the sellers of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1,500,000 on June 30, 2023 and $1,500,000 on September 30, 2023. The Socialyte Promissory Note carries an interest of 4% per annum, which accrues monthly, and all accrued interest was to be due and payable on September 30, 2023.

 

The Socialyte Purchase Agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note. As such, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. The Company has filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 17 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

 

The Company recorded interest expense related to this Socialyte Promissory Note of $30,000 and $90,000 for the three and nine months ended September 30, 2024, respectively and $30,000 and $95,000 for the three and nine months ended September 30, 2023, respectively. No interest payments were made during the three and nine months ended September 30, 2024 and 2023, related to the Socialyte Promissory Note.

 

 

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Nonconvertible Promissory Note from Related Parties

 

The Company issued Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”), a nonconvertible promissory note with a principal balance of $1,107,873 which matures on December 31, 2026. On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.

 

As of September 30, 2024 and December 31, 2023, the Company had an aggregate principal balance of $2,242,873 and $1,107,873, respectively, and accrued interest amounted to $207,235 and $277,423, respectively, related to the DE LLC Notes. For both the nine months ended September 30, 2024 and 2023, the Company did not repay any principal balance on the DE LLC Notes. During the nine months ended September 30, 2024, the Company made cash interest payments in the amount of $200,000 related to the DE LLC Notes.

 

On January 16, 2024 and May 28, 2024, the Company issued two nonconvertible promissory notes to Mr. Donald Scott Mock, the brother of Mr. O’Dowd, in the amount of $900,000 and $75,000, respectively, and received proceeds of $975,000 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on January 16, 2029 and May 28, 2029, respectively. As of September 30, 2024, the Company had a principal balance of $975,000, and accrued interest of $66,042. The Company did not make cash payments during the nine months ended September 30, 2024 related to this loan from related party.

 

The Company recorded interest expense of $80,972 and $27,621 for the three months ended September 30, 2024 and 2023, respectively, and $195,853 and $82,863 for the nine months ended September 30, 2024 and 2023, respectively, related to the DE LLC Notes and Mock Notes.

 

BankUnited Loan Agreement

 

On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv.

 

The BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026. The BKU Term Loan has a declining prepayment penalty equal to 5% in year one, 4% in year two, 3% in year three, 2% in year four and 1% in year five of the outstanding balance. The BKU Line of Credit and BKU Commercial Card can be repaid without any prepayment penalty.

 

Interest on the BKU Term Loan accrues at 8.10% fixed rate per annum. Principal and interest on the BKU Term Loan shall be payable on a monthly basis based on a 5-year amortization. Interest on the BKU Line of Credit is payable on a monthly basis, with all principal due at maturity. The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle.

 

The BankUnited Loan Agreement contains financial covenants tested semi-annually on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the BankUnited Loan Agreement contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $1,500,000. During the three months ended September 30, 2024, the Company repaid $400,000 of the line of credit for a period of 30-days in compliance with the covenants of the line of credit. Once the 30-day period was done, on August 27, 2024, the Company drew $400,000 from the line of credit.

 

As of September 30, 2024 and December 31, 2023, the Company had a balance of $4,755,384 and $5,482,614 of principal outstanding under the BKU Term Loan, respectively, net of debt issuance costs of $67,290 and $79,907, respectively. As of September 30, 2024 and December 31, 2023, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit.

 

Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the condensed consolidated statements of operations and amounted to approximately $4,206 and $12,617 for the three and nine months ended September 30, 2024, respectively.

 

During the three and nine months ended September 30, 2024, the Company did not use the BKU Commercial Card.

 

 

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Critical Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Our significant accounting policies are discussed in Note 2 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements.

 

We consider the fair value estimates, including those related to acquisitions, valuations of goodwill, intangible assets, acquisition-related contingent consideration and convertible debt to be the most critical in the preparation of our consolidated financial statements as they are important to the portrayal of our financial condition and require significant or complex judgment and estimates on the part of management. 

 

Recent Accounting Pronouncements

 

For a discussion of recent accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.  

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, as well as statements, other than historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” ”intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal” or “continue” or the negative of these terms or other similar expressions.

 

Forward-looking statements are based on assumptions and assessments made in light of our experience and perception of historical trends, current conditions, expected and future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of our control. You should not place undue reliance on these forward-looking statements, which reflect our views only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to update these forward-looking statements in the future, except as required by applicable law.

 

Risks that could cause actual results to differ materially from those indicated by the forward-looking statements include those described as “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on the Effectiveness of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

 

 

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We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, which have not been remediated as of the date of the filing of this report. 

 

Remediation of Material Weaknesses in Internal Control over Financial Reporting

 

We have begun the process of designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses. Our internal control remediation efforts include the following:

 

  • Developing formal policies and procedures over the Company’s fraud risk assessment and risk management function;

 

  • Developing policies and procedures to enhance the precision of management review of financial statement information and control impact of changes in the external environment;

 

  • Entering into an agreement with a third-party consultant that assists us in analyzing complex transactions and the appropriate accounting treatment;

 

  • Enhancing our policies, procedures and documentation of period end closing procedures;

 

  • Implementing policies and procedures to enhance independent review and documentation of journal entries, including segregation of duties; and

 

  • Reevaluating our monitoring activities for relevant controls.

 

Management is beginning the process of implementing and monitoring the effectiveness of these and other processes, procedures and controls and will make any further changes deemed appropriate. Management believes our planned remedial efforts will effectively remediate the identified material weaknesses. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address control deficiencies or determine it necessary to modify the remediation plan described above. 

 

Changes in Internal Control over Financial Reporting

 

During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting for the fiscal quarter covered by this report. 

 

 

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PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On June 21, 2024, the Company filed a complaint in Los Angeles County Superior Court against NSL Ventures (“NSL”), the Socialyte seller, and its principals alleging that the defendants breached the Socialyte Purchase Agreement and committed acts of fraud and negligence in connection with that transaction, and that the Company is entitled to monetary damages caused by those acts. On September 16, 2024, the defendants answered the Complaint with a general denial and affirmative defenses. On September 16, 2024 defendant NSL also filed a Cross-complaint against the Company and Social Midco, LLC, alleging a single cause of action for breach of contract. The Company and Social Midco answered the cross-complaint on October 1, 2024. Trial has been scheduled by the Court for February 2026.The Company is not aware of any other pending litigation as of the date of this report and, therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any other pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows.

 

ITEM 1A. RISK FACTORS

 

Not required for a “smaller reporting company.” 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

 

 

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ITEM 6. EXHIBITS

 

Exhibit No.   Description  
       
2.1   Membership Interest Purchase Agreement dated as of July 15, 2024, by and between Dolphin Entertainment, Inc. and Danielle Finck (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 19, 2024)  
3.1   Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. (incorporating all amendments through October 15, 2024)  
3.2   Bylaws of Dolphin Digital Media, Inc. dated as of December 3, 2014 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K, filed on December 9, 2014)
31.1*   Certification of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes Oxley Act of 2002  
31.2*   Certification of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
32.1#   Certification of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
32.2#   Certification of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
101.INS*   Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document  
101.SCH*   Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents  
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase  
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase  
101.SCH*   Inline XBRL Taxonomy Extension Presentation Linkbase  
104*   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)  

 

  * Filed herewith.
  # Furnished herewith.

  

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized November 14, 2024.

 

  Dolphin Entertainment, Inc.
     
  By:    /s/ William O’Dowd IV
    Name: William O’Dowd IV
    Chief Executive Officer

 

 

  By:    /s/ Mirta A Negrini
    Name: Mirta A Negrini
    Chief Financial Officer

 

 

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Exhibit 3.1

 

 

 

 

 

 

 
 

 

EXHIBIT A

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

DOLPHIN DIGITAL MEDIA, INC.

 

ARTICLE I.

 

Name, Principal Place of Business and Registered Agent and Office

 

The name of the Corporation is DOLPHIN ENTERTAINMENT, INC. The principal place of business and mailing address of this Corporation shall be 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, Florida 33134.

 

The street address of the registered office of this Corporation is Dolphin Entertainment, Inc., 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, Florida 33134. The name of the registered agent of this Corporation at such address is Mirta A. Negrini.

 

ARTICLE II.

 

Purpose and Powers

 

The purpose for which the Corporation is organized is to engage in or transact any and all lawful activities or business for which a corporation may be incorporated under the laws of the State of Florida. The Corporation shall have all of the corporate powers enumerated in the Florida Business Corporation Act.

 

ARTICLE III.

 

Capital Stock

 

A. AUTHORIZED SHARES

 

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Four Hundred Ten Million (410,000,000) shares, of which Four Hundred Million (400,000,000) shares shall be Common Stock, par value $0.015 per share (“Common Stock”) and Ten Million (10,000,000) shares shall be Preferred Stock, having a par value of $0.001 per share (“Preferred Stock”). The Board of Directors is expressly authorized to provide for the classification and reclassification of any unissued shares of Common Stock or Preferred Stock and the issuance thereof in one or more classes or series without the approval of the shareholders of the Corporation. Of the Preferred Stock, 50,000 shares have been designated Series C Convertible Preferred Stock, par value

$0.001 per share.

 

On the close of business on May 10, 2016 (the “Effective Date”), each twenty (20) shares of Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Date, automatically and without any action on the part of the respective holders thereof or the Corporation, was combined and converted into one (1) share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split were rounded up to the next whole number, such that, in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split was instead entitled to receive a whole share of Common Stock in respect thereof.

 

1 
 

 

B. PROVISIONS RELATING TO COMMON STOCK

 

1. Relative Rights. The Common Stock shall be subject to all of the rights, privileges, preferences and priorities of the Preferred Stock as set forth in the certificate of designations filed to establish the respective series of Preferred Stock. Except as provided in this Article III.B, each share of Common Stock shall have the same relative rights and shall be identical in all respects as to all matters.

 

2. Voting Rights. Each holder of shares of Common Stock shall be entitled to attend all special and annual meetings of the shareholders of the Corporation. On all matters upon which shareholders are entitled or permitted to vote, every holder of Common Stock shall be entitled to cast one (1) vote in person or by proxy for each outstanding share of Common Stock standing in such holder’s name on the transfer books of the Corporation. Holders of Common Stock shall not possess cumulative voting

 

rights. Except as otherwise provided in these Articles of Incorporation or by applicable law, the holders of shares of Common Stock shall vote subject to any voting rights which may be granted to holders of Preferred Stock.

 

3. Dividends. Whenever there shall have been paid, or declared and set aside for payment, to the holders of shares of any class of stock having preference over the Common Stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement payments, if any, to which such holders are respectively entitled in preference to the Common Stock, then the holders of record of the Common Stock and any class or series of stock entitled to participate therewith as to dividends, shall be entitled to receive dividends, when, as, and if declared by the Board of Directors, out of any assets legally available for the payment of dividends thereon.

 

4. Dissolution, Liquidation, Winding Up. In the event of any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of record of the Common Stock then outstanding, and all holders of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets, shall become entitled to participate equally on a per share basis in the distribution of any assets of the Corporation remaining after the Corporation shall have paid or provided for payment of all debts and liabilities of the Corporation, and shall have paid, or set aside for payment, to the holders of any class of stock having preference over the Common Stock in the event of dissolution, liquidation or winding up, the full preferential amounts (if any) to which they are entitled.

 

C. PROVISIONS RELATING TO PREFERRED STOCK

 

1. Issuance, Designations, Powers, etc. The Board of Directors expressly is authorized, subject to limitations prescribed by the Florida Business Corporation Act and the provisions of these Articles of Incorporation, to provide, by resolution for the issuance from time to time of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and other rights of the shares of each such series and to fix the qualifications, limitations and restrictions thereon, including, but without limiting the generality of the foregoing, the following:

 

 

2 
 

 

(a) The number of shares constituting that series and the distinctive designation of that series;

 

(b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 

(d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

 

(e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

 

(f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 

(g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

 

(h) Any other relative powers, preferences, and rights of that series, and qualifications, limitations or restrictions on that series.

 

2. Dissolution, Liquidation, Winding Up. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Preferred Stock of each series shall be entitled to receive only such amount or amounts as shall have been fixed by the resolution or resolutions of the Board of Directors providing for the issuance of such series.

 

D. PROVISIONS RELATING TO SERIES C CONVERTIBLE PREFERRED STOCK

 

1. Designation; Amount Limitation of Issuances. There shall be a series of Preferred Stock that shall be designated as “Series C Convertible Preferred Stock,” and the number of shares constituting such series shall be 50,000. The number of shares constituting the Series C Convertible Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series C Convertible Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

 

The Corporation may issue shares of Class C Preferred Stock only to an Eligible Class C Preferred Stock Holder, who may transfer such shares only to another Eligible Class C Preferred Stock Holder.

 

2. Definitions.

 

Unless the context otherwise requires, each of the terms defined in this Section 2 shall have, for all purposes of this Certificate of Designation, the meaning herein specified (with terms defined in the singular having comparable meanings when used in the plural):

 

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“Articles of Incorporation” means the Corporation’s Articles of Incorporation, as in effect on the date of this Certificate of Designation.

 

“Board of Directors” means the Board of Directors of the Corporation.

 

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

 

“By-Laws” means the Corporation’s By-Laws, as amended, as in effect on the date of this Certificate of Designation.

 

“Capital Stock” means any and all shares, interests, participations or other equivalents in the equity interest (however designated) in the Corporation.

 

“Common Share Equivalents” means securities, options, warrants, derivatives, debt instruments or other rights convertible into, or exercisable or exchangeable for, or entitling the holder thereof to receive directly or indirectly, Common Stock.

 

“Common Stock” means the common stock, $0.015 par value per share, of the Corporation or any other Capital Stock into which such shares of common stock shall be reclassified or changed.

 

“Common Stock Transfer Agent” has the meaning set forth in Section 6(c) hereof. “Conversion Number” has the meaning set forth in Section 6(a) hereof. “Conversion Shares” has the meaning set forth in Section 6(a) hereof.

 

“Converted Shares” has the meaning set forth in Section 6(c) hereof. “Converting Shares” has the meaning set forth in Section 6(c) hereof.

 

“Corporation’s Organizational Documents” means the Articles of Incorporation, this Certificate of Designations, any other certificate of designations issued pursuant to the Articles of Incorporation, and the By-Laws.

 

“Dilutive Issuance” has the meaning set forth in Section 6(i) hereof.

 

“Eligible Class C Preferred Stock Holder” means any of (i) Dolphin Entertainment, Inc., for so long as William O’Dowd continues to beneficially own at least 90% and serves at the board of directors or other governing entity, (ii) any other entity that William O’Dowd beneficially owns more than 90%, or a trust for the benefit of others, for which William O’Dowd serves as trustee and (iii) William O’Dowd individually.

 

“Holders” means the record holders of the shares of Series C Convertible Preferred Stock, as shown on the books and records of the Corporation.

 

“Junior Stock” has the meaning set forth in Section 3 hereof.

 

“Liquidation Event” means (i) any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, (ii) the consummation of a merger or consolidation in which the shareholders of the Corporation prior to such transaction own less than a majority of the voting securities of the entity surviving such transaction, or (iii) the sale, distribution or other disposition of all or substantially all of the Corporation’s assets.

 

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“Liquidation Preference” has the meaning set forth in Section 5(a) hereof.

 

“Market Price” means the last reported sale price of the Common Stock on the primary U.S. national securities exchange, automated quotation system or inter-dealer quotation system upon which the Common Stock is then traded or quoted.

 

“Optional Conversion Threshold” shall mean that the Corporation has accomplished, as determined by the vote of the majority of the independent directors of the Board in its sole discretion, any of the following (i) EBITDA of more than $3.0 million in any calendar year, (ii) production of two feature films, (iii) production and distribution of at least three web series, (iv) theatrical distribution in the United States of one feature film, or (v) any combination thereof that is subsequently approved by the majority of the independent directors of the Board based on the strategic plan approved by the Board.

 

“Parity Stock” has the meaning set forth in Section 3 hereof.

 

“Person” includes all natural persons, corporations, business trusts, limited liability companies, associations, companies, partnerships, joint ventures and other entities, as well as governments and their respective agencies and political subdivisions.

 

“Senior Stock” has the meaning set forth in Section 3 hereof.

 

“Series C Convertible Preferred Stock” has the meaning set forth in Section 1 hereof.

 

“Stated Value” means $0.001 per share of Series C Convertible Preferred Stock, as may be adjusted for any stock split, reverse stock split, dividend or similar event relating to the Series C Convertible Preferred Stock.

 

“Transfer Agent” means the entity designated from time to time by the Corporation to act as the registrar and transfer agent for the Series C Convertible Preferred Stock or, if no entity has been so designated to act in such capacity, the Corporation.

 

3. Ranking.

 

The Series C Convertible Preferred Stock shall, with respect to rights on the liquidation, winding- up and dissolution of the Corporation (as provided in Section 5 below), rank (a) senior to all classes of Common Stock and to each other class of Capital Stock or series of Preferred Stock established hereafter by the Board of Directors the terms of which expressly provide that such class ranks junior to the Series C Convertible Preferred Stock as to rights on the liquidation, winding-up and dissolution of the Corporation (collectively referred to as the “Junior Stock”), (b) on a parity with each other class of Capital Stock or series of Preferred Stock established hereafter by the Board of Directors as to rights on the liquidation, winding-up and dissolution of the Corporation (collectively referred to as the “Parity Stock”) and (c) junior to any future class of Preferred Stock established hereafter by the Board of Directors, the terms of which expressly provide that such class ranks senior to the Series C Convertible Preferred Stock as to rights on the liquidation, winding-up and dissolution of the Corporation (collectively referred to as the “Senior Stock”).

 

 

5 
 

 

The Series C Convertible Preferred Stock shall, with respect to rights to dividends (as provided in Section 4 below), rank on a parity with each class of Common Stock.

 

4. Dividends.

 

The Corporation shall not declare, pay or set aside any dividends on shares of Common Stock (other than dividends on shares of Common Stock payable solely in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Corporation’s Organizational Documents) the Holders simultaneously receive a dividend on each outstanding share of Series C Convertible Preferred Stock in an amount equal to that dividend per share of Series C Convertible Preferred Stock as would equal the product of the dividend payable on each share of Common Stock and the number of shares of Common Stock then issuable upon conversion of one share of Series C Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend and without regard to any limitation on conversion set forth in Section 6(b) hereof.

 

5. Liquidation Preference.

 

(a) Except as otherwise provided in Section 6(h), upon any Liquidation Event, each Holder shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, on account of each share of Series C Convertible Preferred Stock held by such Holder, (i) prior to the holders of any class or series of Common Stock and Junior Stock, (ii) pro rata with the holders of any Parity Stock and (iii) after the holders of any Senior Stock, an amount (such amount, the “Liquidation Preference”) equal to the Stated Value.

 

(b) Except as otherwise provided in Section 6(h), upon any Liquidation Event, after the payment of the Liquidation Preference the remaining assets of the Corporation available for distribution to its shareholders shall be distributed first to satisfy any preference of any other Preferred Stock that was junior to the Series C Convertible Preferred Stock and then among the Holders and the holders of the shares of Capital Stock, pro rata, based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the terms of this Certificate of Designation (or any other applicable certificate of designation) immediately prior to such Liquidation Event without regard to any limitation on conversion set forth in Section 6(b) hereof.

 

6. Conversion.

 

(a) Holder’s Right to Convert. Upon the Board’s determination that an Optional Conversion Threshold has been met, subject to the provisions of Section 6(c) hereof, each Holder shall have the right, upon the delivery of a written notice to the Corporation, to convert any share of Series C Convertible Preferred Stock held by it into that number of fully paid and nonassessable shares of Common Stock (“Conversion Shares”) equal to the Conversion Number at the time in effect. Any Holder may convert all or less than all of the shares of Series C Convertible Preferred Stock held by it at any time after such determination. Any Holder’s conversion of shares of Series C Convertible Preferred Stock under this Section 6(a) shall not be effective unless such Holder has also complied with the provisions set forth in Section 6(c) hereof at the time of delivery of its aforesaid written notice to the Corporation. The initial “Conversion Number” per share of Series C Convertible Preferred Stock shall be one (1); provided, however, that the Conversion Number in effect from time to time shall be subject to adjustment as provided hereinafter.

 

(b) Automatic Conversion. The Class C Preferred Stock shall automatically be converted upon the occurrence of any of the following events:

 

6 
 

(i) Each outstanding share of Class C Preferred Stock which is transferred to any holder other than an Eligible Class C Preferred Stock Holder shall automatically convert into that number of fully paid and nonassessable Conversion Shares equal to the Conversion Number at the time in effect.

 

(ii) If the aggregate number of shares of Common Stock plus Conversion Shares (issuable upon conversion of the Class B Convertible Preferred Stock and the Class C Convertible Preferred Stock) held by the Eligible Class C Preferred Stock Holders in the aggregate constitute 10% or less of the sum of (x) the outstanding shares of Common Stock of the Corporation plus (y) all Conversion Shares held by the Eligible Class C Preferred Stock Holders, then each outstanding Class C Convertible Preferred Stock then outstanding will automatically convert into that number of fully paid and nonassessable Conversion Shares equal to the Conversion Number at the time in effect.

 

(iii) At such time as a Holder of Class C Preferred Stock ceases to be an Eligible Class C Preferred Stock Holder, each share of Class C Preferred Stock held by such person or entity shall immediately convert into that number of fully paid and nonassessable Conversion Shares equal to the Conversion Number at the time in effect.

 

(c) Conversion Procedures. Each conversion of shares of Series C Convertible Preferred Stock into shares of Common Stock shall be effected by the surrender of the certificate(s) evidencing the shares of Series C Convertible Preferred Stock to be converted (the “Converting Shares”) at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series C Convertible Preferred Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, (i) stating that the Holder desires to convert the Converting Shares, or a specified number of such Converting Shares, evidenced by such certificate(s) into shares of Common Stock (the “Converted Shares”), and (ii) giving the name(s) (with addresses) and denominations in which the Converted Shares should either be registered with the Corporation’s transfer agent and registrar for the Common Stock (the “Common Stock Transfer Agent”) on its records in book-entry form under The Direct Registration System or certificated, and, in either case, instructions for the delivery of a statement evidencing book-entry ownership of the Converted Shares or the certificates evidencing the Converted Shares. Upon receipt of the notice described in the first sentence of this Section 6(c), together with the certificate(s) evidencing the Converting Shares, the Corporation shall be obligated to, and shall, cause to be issued and delivered in accordance with such instructions, as applicable, either (x) a statement from the Common Stock Transfer Agent evidencing ownership of the Converted Shares, registered in the name of the Holder or its designee on the Common Stock Transfer Agent’s records in book-entry form under The Direct Registration System or (y) certificate(s) evidencing the Converted Shares and, if applicable, a certificate (which shall contain such applicable legends, if any, as were set forth on the surrendered certificate(s)) representing any shares which were represented by the certificate(s) surrendered to the Corporation in connection with such conversion but which were not Converting Shares and, therefore, were not converted. All or some Converted Shares so issued whether in book-entry form under the Direct Registration System or in certificated form may be subject to restrictions on transfer as required by applicable federal and state securities laws. Any such Converted Shares subject to restrictions on transfer under applicable federal and state securities laws shall be encumbered by stop transfer orders and restrictive legends (or equivalent encumbrances). Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which such certificate(s) shall have been surrendered and such written notice shall have been received by the Corporation unless a later date has been specified by such Holder, and at such time the rights of the Holder of such Converting Shares as such Holder shall cease, and the Person(s) in whose name or names the Converted Shares are to be issued either in book-entry form or certificated form, as applicable, upon such conversion shall be deemed to have become the holder(s) of record of the Converted Shares.

 

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(d) Effect of Conversion. Upon the issuance of the Converted Shares in accordance with Section 6, such shares shall be deemed to be duly authorized, validly issued, fully paid and non- assessable.

 

(e) Adjustments for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Conversion Number then in effect shall be increased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Number then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date. To the extent an adjustment is made in respect of the foregoing pursuant to Section 6(f) or the Holder actually receives the dividend to which any such adjustment relates, an adjustment shall not be made pursuant to this Section 6(e).

 

(f) Conversion Number Adjustments for Subdivisions, Combinations or Consolidations of Common Stock.

 

(i) In the event the Corporation should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution payable in additional Common Share Equivalents, without payment of any consideration by such holder for additional Common Share Equivalents (including the additional Common Stock issuable upon conversion, exchange or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Number then in effect shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each such share of such Series C Convertible Preferred Stock shall be increased in proportion to such increase of outstanding shares of Common Stock and shares issuable with respect to Common Share Equivalents.

 

(ii) If the number of shares of Common Stock outstanding at any time is decreased by a combination, consolidation, reclassification or reverse stock split of the outstanding shares of Common Stock or other similar event, then, following the record date of such combination, the Conversion Number then in effect shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each such share of such Series C Convertible Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

 

(g) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination, merger or sale of assets transaction provided for elsewhere in this Section 6), provision shall be made so that the Holders shall thereafter be entitled to receive upon conversion of the Series C Convertible Preferred Stock the number of shares of Capital Stock or other securities or property of the Corporation to which a holder of Common Stock would have been entitled on recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Holders after the recapitalization to the end that the provisions of this Section 6 (including adjustment of the Conversion Number then in effect and the number of shares issuable upon conversion of the Series C Convertible Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

 

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(h) Mergers and Other Reorganizations. If at any time or from time to time there shall be a reclassification of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Corporation with or into another entity or the sale of all or substantially all of the Corporation’s properties and assets to any other Person, then, as a part of and as a condition to the effectiveness of such reclassification, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holders shall thereafter be entitled to receive upon conversion of the Series C Convertible Preferred Stock the number of shares of Capital Stock or other securities or property, if any, of the Corporation or of the successor entity resulting from such reclassification, merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled in connection with such reclassification, merger, consolidation or sale. In any such case, appropriate provision shall be made with respect to the rights of the Holders after the reclassification, merger, consolidation or sale to the end that the provisions of this Section 6 (including, without limitation, provisions for adjustment of the Conversion Number and the number of shares purchasable upon conversion of the Series C Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stock, securities or property to be deliverable thereafter upon the conversion of the Series C Convertible Preferred Stock.

 

Each Holder, upon the occurrence of a reclassification, merger or consolidation of the Corporation or the sale of all or substantially all its assets and properties, as such events are more fully set forth in the first paragraph of this Section 6(h), shall have the option of electing treatment of its shares of Series C Convertible Preferred Stock under either this Section 6(h) or Section 5 hereof, notice of which election shall be submitted in writing to the Corporation at its principal offices no later than ten (10) days before the effective date of such event, provided that any such notice of election shall be effective if given not later than fifteen (15) days after the date of the Corporation’s notice pursuant to Section 6(i) hereof with respect to such event, and, provided, further, that if any Holder fails to give the Corporation such notice of election, the provisions of this Section 6(h) shall govern the treatment of such Holder’s shares of Series C Convertible Preferred Stock upon the occurrence of such event.

 

(i) Issuances of Common Stock. If the Corporation, prior to the fifth (5th) anniversary of the issuance of the first share of Series C Convertible Preferred Stock issues shares of Common Stock (but not upon the issuance of Common Stock Equivalents) either (i) upon the conversion or exercise of any instrument currently or hereafter issued (but not upon the conversion of the Series C Convertible Preferred Stock), (ii) upon the exchange of debt for shares of common stock or (iii) in a private placement (a “Dilutive Issuance”), then the Conversion Number shall be adjusted to equal the sum of the amounts created by each individual Dilutive Issuance, wherein for each Dilutive Issuance the amount is determined from the result of:

 

1)The Product of the number of shares of Common Stock owned by the Eligible Series C Preferred Holder upon the issuance of the first share of Series C Convertible Preferred Stock divided by the aggregate number of shares of Common Stock outstanding upon the issuance of the first share of Series C Convertible Preferred Stock;

2)Then this Product Multiplied by the individual Dilutive Issuance;

 

3)Then this Product Divided by the amount created when the percentage created in step one is Subtracted from 100 percent;

 

 

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4)Then this Product Divided by the number of shares of Series C Convertible Preferred Stock then outstanding.

(j) Notices of Record Date. In the event (i) the Corporation fixes a record date to determine the holders of Common Stock who are entitled to receive any dividend or other distribution, or (ii) there occurs any capital reorganization of the Corporation, any reclassification or recapitalization of the Common Stock of the Corporation, any merger or consolidation of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each Holder at least ten (10) days prior to the record date specified therein, a notice specifying (a) the date of such record date for the purpose of such dividend or distribution and a description of such dividend or distribution, (b) the date on which any such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (c) the time, if any, that is to be fixed, as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding up.

 

(k) No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the Holders against impairment.

 

(l) Fractional Shares and Certificate as to Adjustments. In lieu of any fractional shares to which a Holder would otherwise be entitled upon conversion, the Corporation shall pay cash equal to such fraction multiplied by the Market Price of one share of Common Stock, as determined in good faith by the Board of Directors. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series C Convertible Preferred Stock of each Holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

 

Upon the occurrence of each adjustment or readjustment of the Conversion Number of any share of Series C Convertible Preferred Stock pursuant to this Section 6, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any Holder, furnish or cause to be furnished to such Holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Number at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such Holder’s shares of Series C Convertible Preferred Stock. The provisions of Section 6(e), (f), (g), (h) and (i) shall apply to any transaction and successively to any series of transactions that would require any adjustment pursuant thereto.

 

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(m) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Convertible Preferred Stock(taking into account the adjustments required by this Section 6), such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Convertible Preferred Stock, in addition to such other remedies as shall be available to the Holders, the Corporation will, as soon as is reasonably practicable, take all such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

 

7. Voting Rights. Upon the Board’s determination that an Optional Conversion Threshold has been met, each Holder, except as otherwise required under the FBCA or as set forth herein, shall be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Corporation and shall be entitled to that number of votes equal to three votes for the number of Conversion Shares into which such Holder’s shares of the Series C Convertible Preferred Stock could then be converted, pursuant to the provisions of Section 6 hereof, at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise expressly provided herein or as otherwise required by law, the Series C Convertible Preferred Stock and the Common Stock shall vote together (or render written consents in lieu of a vote) as a single class on all matters upon which the Common Stock is entitled to vote.

 

8. Reissuance of Shares of Series C Convertible Preferred Stock.

 

Shares of Series C Convertible Preferred Stock that have been issued and reacquired in any manner, including shares purchased, redeemed, converted or exchanged, shall (upon compliance with any applicable provisions of the FBCA) be permanently retired or cancelled and shall not under any circumstances be reissued. The Corporation shall from time to time take such appropriate action as may be required by applicable law to reduce the authorized number of shares of Series C Convertible Preferred Stock by the number of shares that have been so reacquired.

 

9. Notices.

 

Any and all notices, consents, approval or other communications or deliveries required or permitted to be provided under this Certificate of Designation shall be in writing and shall be deemed given and effective on the earliest of (a) the date of receipt, if such notice, consent, approval or other communication is delivered by hand (with written confirmation of receipt) or via facsimile to the Corporation or the Holders, as applicable, at the facsimile number specified in the register of Holders of Series C Convertible Preferred Stock maintained by the Transfer Agent prior to 5:00 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of receipt, if such notice, consent, approval or other communication is delivered via facsimile to the Corporation or the Holder, as applicable, at the facsimile number specified in the register of Holders of Series C Convertible Preferred Stock maintained by the Transfer Agent on a day that is not a Business Day or later than 5:00 p.m. (New York City time) on any Business Day, or (c) the third Business Day following the date of deposit with a nationally recognized overnight courier service for next Business Day delivery and addressed to the Corporation or the Holder, as applicable, at the address specified in the register of Holders of Series C Convertible Preferred Stock maintained by the Transfer Agent.

 

10. Headings.

 

The headings of the various sections and subsections hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

 

 

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11. Severability of Provisions.

 

If any powers, preferences and relative, participating, optional and other special rights of the Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof set forth in this Certificate of Designation (as it may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other powers, preferences and relative, participating, optional and other special rights of the Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof set forth in this Certificate of Designation (as so amended) which can be given effect without the invalid, unlawful or unenforceable powers, preferences and relative, participating, optional and other special rights of the Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no powers, preferences and relative, participating, optional or other special rights of the Series C Convertible Preferred Stock and the qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such powers, preferences and relative, participating, optional or other special rights of Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

 

ARTICLE IV.

 

Existence

 

The Corporation shall exist perpetually unless sooner dissolved according to law.

 

ARTICLE V.

 

Management of the Corporation

 

The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and shareholders:

 

A. BOARD OF DIRECTORS

 

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by Statute or by these Articles of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. A director shall hold office until the annual meeting of the shareholders or until his successors shall be elected and qualified, subject, however, to the director’s prior death, resignation, retirement, disqualification or removal from office.

 

B. SPECIAL MEETINGS CALLED BY BOARD OF DIRECTORS OR SHAREHOLDERS

 

Special Meetings of Shareholders of the Corporation may be called by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) (the “Full Board”), or by the holders of not less than forty percent (40%) of all the votes entitled to be cast on any issue at the proposed special meeting if such holders of stock sign, date and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which the special meeting is to be held. The Bylaws of the Corporation shall fully set forth the manner in which Special Meetings of Shareholders of the Corporation may be called.

 

 

12 
 

 

ARTICLE VI.

 

Number of Directors

 

The number of directors may be either increased or diminished from time to time in the manner provided in the Bylaws, but shall never be less than one (1).

 

ARTICLE VII.

 

Indemnification

 

Provided the person proposed to be indemnified satisfies the requisite standard of conduct for permissive indemnification by a corporation as specifically set forth in the applicable provisions of the Florida Business Corporation Act (currently, Section 607.0850(7) of the Florida Statutes), as the same may be amended from time to time, the Corporation shall indemnify its officers and directors, and may indemnify its employees and agents, to the fullest extent provided, authorized, permitted or not prohibited by the provisions of the Florida Business Corporation Act and the Bylaws of the Corporation, as the same may be amended and supplemented, from and against any and all of the expenses or liabilities incurred in defending a civil or criminal proceeding, or other matters referred to in or covered by said provisions, including advancement of expenses prior to the final disposition of such proceedings and amounts paid in settlement of such proceedings, both as to action in his or her official capacity and as to action in another capacity while an officer, director, employee or other agent. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or Disinterested Directors or otherwise. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs and personal representatives of such a person. Except as otherwise required by law, an adjudication of liability shall not affect the right to indemnification for those indemnified.

 

ARTICLE VIII.

 

Amendment

 

The Corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation in the manner prescribed by the laws of the State of Florida and all rights conferred upon shareholders are granted subject to this reservation.

 

 

 

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IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of the Corporation have been executed by a duly authorized officer of this Company on this 30th day of June, 2017.

 

 

 

DOLPHIN DIGITAL MEDIA, INC.

 

  By:   /s/ William O’Dowd   
    Name:  William O’Dowd, IV   
    Title: President and Chief Executive Officer  

 

 

 

 

 

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ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

DOLPHIN ENTERTAINMENT, INC.

 

 

Pursuant to the provisions of Sections 607.0123 and 607.1006 of the Florida Business Corporation Act, this Florida Corporation will adopt the following amendment (the “Articles of Amendment”) to its articles of incorporation, as amended and restated (the “Articles of Incorporation”) on September 14, 2017:

 

1.The name of the corporation is Dolphin Entertainment, Inc. (the “Company”).

 

2.These Articles of Amendment were adopted by the board of directors of the Company on August 10, 2017 without shareholder action and shareholder action was not required.

 

3.Article III of the Articles of Incorporation is hereby amended by replacing the first paragraph of Section A thereof with the following:

 

“The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Two Hundred Ten Million (210,000,000) shares, of which Two Hundred Million (200,000,000) shares shall be Common Stock, par value $0.015 per share (“Common Stock”) and Ten Million (10,000,000) shares shall be Preferred Stock, having a par value of $0.001 per share (“Preferred Stock”). The Board of Directors is expressly authorized to provide for the classification and reclassification of any unissued shares of Common Stock or Preferred Stock and the issuance thereof in one or more classes or series without the approval of the stockholders of the Corporation. Of the Preferred Stock, 50,000 shares have been designated Series C Convertible Preferred Stock, par value $0.001 per share.”

4.Article III of the Articles of Incorporation is hereby amended by adding the following paragraph at the end of Section A thereof:

 

“On the close of business on September 14, 2017, (the “Second Effective Date”), each two (2) shares of Common Stock issued and outstanding or held by the Company in treasury stock immediately prior to the Second Effective Date shall, automatically and without any action on the part of the respective holders thereof or the Company, be combined and converted into one (1) share of Common Stock, subject to the treatment of fractional share interests as described below (the “Second Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Second Reverse Stock Split. Rather, fractional shares created as a result of the Second Reverse Stock Split shall be rounded up to the next whole number, such that, in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock as a result of the Second Reverse Stock Split shall instead be entitled to receive a whole share of Common Stock in respect thereof.”

 

 

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IN WITNESS WHEREOF, these Articles of Amendment to the Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. have been executed by a duly authorized officer of this Company on September 13, 2017, and will become effective on September 14, 2017.

 

 

       
  By:   /s/ William O’Dowd   
    Name:  William O’Dowd   
    Title: CEO  

 

                                             

16 
 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.

A FLORIDA CORPORATION

 

Pursuant to the provisions of Sections 607.1006 and 607.10025, Florida Statutes, Dolphin Entertainment, Inc., a Florida corporation (the “Corporation), Florida Document Number P14000097818, adopts the following amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation:

Section A of Article III, Capital Stock, shall be amended to read as follows:

A.  AUTHORIZED SHARES

 

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Fifty Million (50,000,000) shares, of which Forty Million (40,000,000) shares shall be Common Stock having a par value of $0.015 per share and Ten Million (10,000,000) shares shall be Preferred Stock having a par value of $0.001 per share.  The Board of Directors of the Corporation is expressly authorized to provide for the classification and reclassification of any unissued shares of Common Stock or Preferred Stock and the issuance thereof in one or more classes or series without the approval of the shareholders of the Corporation.  Of the Preferred Stock, 50,000 shares have been designated Series C Convertible Preferred Stock having a par value of $0.001 per share.

At 12:01 AM on November 27, 2020 (the “Effective Date”), each five (5) shares of common stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Date shall, automatically and without any action on the part of the respective holders thereof or the Corporation, be combined and converted into one (1) share of Common Stock subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).  No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split; rather, the fractional shares of Common Stock created as a result of the Reverse Stock Split shall be rounded up to the next whole number such that in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock shall instead receive a whole share of Common Stock as a result of the Reverse Stock Split.

The foregoing Amendment was adopted by the Board of Directors of the Corporation on November 12, 2020, without shareholder action and shareholder action was not required.

The Amendment does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and does not result in the percentage of authorized shares that remain unissued after the division or combination exceeding the percentage of authorized shares that were unissued before the division or combination.

     
Date:  November 23, 2020 DOLPHIN ENTERTAINMENT, INC.
     
  BY:   /s/ Bill O‘Dowd
  NAME: William O’Dowd
    TITLE:  CEO

 

 
 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.

A FLORIDA CORPORATION

 

Pursuant to the provisions of Sections 607.1003 and 607.1006 of the Florida Business Corporation Act, Statutes, Dolphin Entertainment, Inc., a Florida corporation (the “Corporation), Florida Document Number P14000097818, adopts the following amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation:

 

Section A, Authorized Shares, of Article III, Capital Stock, shall be amended to read as follows:

 

  A.    AUTHORIZED SHARES

 

The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Two Hundred Ten Million (210,000,000), of which Two Hundred Million (200,000,000) shares shall be Common Stock having a par value of $0.015 per share and Ten Million (10,000,000) shares shall be Preferred Stock having a par value of $0.001 per share.  The Board of Directors of the Corporation is expressly authorized to provide for the classification and reclassification of any unissued shares of Common Stock or Preferred Stock and the issuance thereof in one or more classes or series without the approval of the shareholders of the Corporation.  Of the Preferred Stock, 50,000 shares have been designated Series C Convertible Preferred Stock having a par value of $0.001 per share.

 

The foregoing Amendment was adopted by Shareholders of the Corporation on September 23, 2021, and the number of shares cast in favor of the Amendment was sufficient for approval.

 

 

     
Date:  September 24, 2021 DOLPHIN ENTERTAINMENT, INC.
     
  BY:    /s/Mirta A Negrini
  NAME:   Mirta A Negrini
  TITLE:   CFO

 

 

 
 

 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.,

A FLORIDA CORPORATION

 

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, Dolphin Entertainment, Inc., a Florida corporation, Florida Document Number P14000097818, hereby adopts the following amendment to its Amended and Restated Articles of Incorporation:

Article III(D)(7) is hereby amended to read as follows:

7. Voting Rights. Upon the Board’s determination that an Optional Conversion Threshold has been met, each Holder, except as otherwise required under the FBCA or as set forth herein shall be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Corporation and shall be entitled to that number of votes equal to five votes for the number of Conversion Shares into which such Holder’s shares of the Series C Convertible Preferred Stock could then be converted, pursuant to the provisions of Section 6 hereof at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise expressly provided herein or as otherwise required by law, the Series C convertible Preferred Stock and the Common Stock shall vote together (or render written consents in lieu of a vote) as a single class on all matters upon which the Common Stock is entitled to vote.

The Amendment was adopted by the shareholders of the Corporation on September 27, 2022. The number of votes cast in favor of the Amendment by the shareholders was sufficient for its approval.

 

 

Dated: September 29, 2022

/s/ Mirta A. Negrini

Name: Mirta A. Negrini

Title: Chief Financial Officer

 

 

 

 
 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.,

A FLORIDA CORPORATION

 

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, Dolphin Entertainment, Inc., a Florida corporation, Florida Document Number P14000097818, hereby adopts the following amendment to its Amended and Restated Articles of Incorporation:

 

Article III(D)(7) is hereby amended to read as follows:

 

7. Voting Rights. Upon the Board’s determination that an Optional Conversion Threshold has been met, each Holder, except as otherwise required under the FBCA or as set forth herein shall be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Corporation and shall be entitled to that number of votes equal to ten votes for the number of Conversion Shares into which such Holder’s shares of the Series C Convertible Preferred Stock could then be converted, pursuant to the provisions of Section 6 hereof at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise expressly provided herein or as otherwise required by law, the Series C convertible Preferred Stock and the Common Stock shall vote together (or render written consents in lieu of a vote) as a single class on all matters upon which the Common Stock is entitled to vote.

 

The Amendment was adopted by the shareholders of the Corporation on September 24, 2024. The number of votes cast in favor of the Amendment by the shareholders was sufficient for its approval.

 

Dated:  September 25, 2024    /s/ Mirta A. Negrini
    Name:  Mirta A. Negrini
    Title:  Chief Financial Officer

 

 

 

 

 
 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.,

A FLORIDA CORPORATION

 

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, Dolphin Entertainment, Inc., a Florida corporation, Florida Document Number P14000097818, hereby adopts the following amendment to its Amended and Restated Articles of Incorporation:

 

Article III, Capital Stock, is hereby amended by adding the following paragraph at the end of Section A thereof:

 

Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Amended and Restated Articles of Incorporation, as amended, pursuant to the Business Corporation Act of the State of Florida, each two (2) shares of Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall, automatically and without action on the part of the respective holders thereof or the Corporation, be combined and converted into one (1) share of Common Stock, subject to treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split; rather, the fractional shares of Common Stock created as a result of the Reverse Stock Split shall be rounded up to the next whole number such that in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock shall instead receive a whole share of Common Stock as a result of the Reverse Stock Split.

 

The Amendment was adopted by the shareholders of the Corporation on September 24, 2024. The number of votes cast in favor of the Amendment by the shareholders was sufficient for its approval. The Effective Time of the Amendment shall be 12:01 am EST on October 16, 2024.

 

 

Dated: October 15, 2024

/s/ Mirta A Negrini

Name: Mirta A. Negrini

Title: Chief Financial Officer

   
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

null

Exhibit 31.2

 

PRINCIPAL FINANCIAL OFFICER

CERTIFICATION PURSUANT TO SECTION 302

 

I, Mirta A Negrini, Chief Financial Officer of Dolphin Entertainment Inc. (the “Registrant”), certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of the Registrant;
   
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.
   
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
   
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
   
  a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
     
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
   
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

         
Date: November 14, 2024 /s/ Mirta A Negrini  
  Mirta A Negrini  
  Chief Financial Officer  

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the accompanying Quarterly Report of Dolphin Entertainment, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William O’Dowd IV, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: November 14, 2024 By: /s/ William O’Dowd IV  
    William O’Dowd IV  
    Chief Executive Officer  

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the accompanying Quarterly Report of Dolphin Entertainment, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mirta A Negrini, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: November 14, 2024 By: /s/ Mirta A Negrini  
     Mirta A Negrini  
    Chief Financial Officer  
v3.24.3
Cover - shares
 9 Months Ended
Sep. 30, 2024
Nov. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-38331  
Entity Registrant Name DOLPHIN ENTERTAINMENT, INC.  
Entity Central Index Key 0001282224  
Entity Tax Identification Number 86-0787790  
Entity Incorporation, State or Country Code FL  
Entity Address, Address Line One 150 Alhambra Circle  
Entity Address, Address Line Two Suite 1200  
Entity Address, City or Town Coral Gables  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33134  
City Area Code 305  
Local Phone Number 774-0407  
Title of 12(b) Security Common Stock, $0.015 par value per share  
Trading Symbol DLPN  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   11,162,026
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current    
Cash and cash equivalents $ 5,659,883 $ 6,432,731
Restricted cash 925,004 1,127,960
Accounts receivable:    
Trade, net of allowance of $1,450,093 and $1,456,752, respectively 5,623,999 5,817,615
Other receivables 6,073,074 6,643,960
Other current assets 569,572 701,335
Total current assets 18,851,532 20,723,601
Capitalized production costs, net 568,929 2,295,275
Employee receivable 960,668 796,085
Right-of-use asset 4,140,985 5,599,736
Goodwill 21,622,279 25,220,085
Intangible assets, net 10,808,498 11,209,664
Property, equipment and leasehold improvements, net 131,321 194,223
Other long-term assets 216,305 216,305
Total Assets 57,300,517 66,254,974
LIABILITIES    
Accounts payable 1,555,959 6,892,349
Term loan, current portion 1,045,152 980,651
Notes payable, current portion 3,900,000 3,500,000
Revolving line of credit 400,000
Accrued interest – related party 1,910,915 1,718,009
Accrued compensation – related party 2,625,000 2,625,000
Lease liability, current portion 1,839,587 2,192,213
Deferred revenue 745,489 1,451,709
Contingent consideration 436,000
Other current liabilities 10,747,662 7,694,114
Total current liabilities 24,805,764 27,454,045
Term loan, noncurrent portion 3,710,233 4,501,963
Revolving line of credit, noncurrent portion 400,000
Notes payable 2,980,000 3,380,000
Convertible notes payable 5,100,000 5,100,000
Convertible note payable at fair value 300,000 355,000
Loan from related party 3,217,873 1,107,873
Lease liability 2,844,526 4,068,642
Deferred tax liability 322,137 306,691
Warrant liability 5,000
Other noncurrent liabilities 18,915 18,915
Total Liabilities 43,699,448 46,298,129
STOCKHOLDERS’ EQUITY    
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2024 and December 31, 2024 1,000 1,000
Common stock, $0.015 par value, 200,000,000 shares authorized, 11,112,492 and 9,109,766 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 166,687 136,646
Additional paid-in capital 157,688,200 153,430,403
Accumulated deficit (144,254,818) (133,611,204)
Total Stockholders’ Equity 13,601,069 19,956,845
Total Liabilities and Stockholders’ Equity $ 57,300,517 $ 66,254,974
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Net of allowance $ 1,450,093 $ 1,456,752
Common stock, par value $ 0.015 $ 0.015
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 11,112,492 9,109,766
Common stock, shares outstanding 11,112,492 9,109,766
Series C Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000 50,000
Preferred stock, shares issued 50,000 50,000
Preferred stock, shares outstanding 50,000 50,000
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenues $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867
Expenses:        
Direct costs 254,574 185,308 2,790,043 621,449
Payroll and benefits 9,575,596 8,382,659 28,344,865 26,114,881
Selling, general and administrative 1,838,765 2,150,889 5,665,365 6,023,954
Acquisition costs 148,798 4,666 164,044 8,823
Depreciation and amortization 636,782 535,740 1,745,579 1,612,776
Impairment of goodwill 6,480,992 6,671,557 6,517,400
Impairment of intangible assets 341,417 341,417
Impairment of notes receivable 1,270,000 1,270,000
Change in fair value of contingent consideration 33,226
Legal and professional 631,629 695,188 1,825,588 1,955,037
Total expenses 20,837,136 12,295,867 48,477,041 43,228,963
Loss from operations (8,154,699) (2,111,356) (9,109,623) (12,128,096)
Other (expenses) income:        
Change in fair value of convertible note (10,000) 55,000 (6,444)
Change in fair value of warrants 5,000 5,000
Interest income 3,391 104,303 9,991 309,424
Interest expense (533,454) (604,669) (1,559,276) (1,413,177)
Total other (expenses) income, net (540,063) (500,366) (1,489,285) (1,105,197)
Loss before income taxes and equity in losses of unconsolidated affiliates (8,694,762) (2,611,722) (10,598,908) (13,233,293)
Income tax benefit (expense) 2,373 (31,059) (44,706) (91,243)
Net loss before equity in losses of unconsolidated affiliates (8,692,389) (2,642,781) (10,643,614) (13,324,536)
Equity in losses of unconsolidated affiliates (1,220,547) (1,467,356)
Net loss $ (8,692,389) $ (3,863,328) $ (10,643,614) $ (14,791,892)
Loss per share:        
Basic $ (0.80) $ (0.55) $ (1.07) $ (2.22)
Diluted $ (0.80) $ (0.55) $ (1.07) $ (2.22)
Weighted average number of shares outstanding:        
Basic 10,930,286 7,060,638 9,964,607 6,664,069
Diluted 10,930,286 7,060,638 9,964,607 6,664,069
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (10,643,614) $ (14,791,892)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 1,745,579 1,612,776
Share-based compensation 323,948 268,154
Share-based consulting fees 36,769
Amortization of capitalized production costs 1,781,810
Equity in losses of unconsolidated affiliates 297,769
Impairment of equity method investment 1,169,587
Impairment of goodwill 6,671,557 6,517,400
Impairment of notes receivable 1,270,000
Impairment of intangible assets 341,417
Impairment of capitalized production costs 49,412
Write-off of debt origination costs 91,859
Allowance for credit losses 301,030 566,610
Change in fair value of contingent consideration 33,226
Change in fair value of warrants (5,000) (5,000)
Change in fair value of convertible notes (55,000) 6,444
Deferred income tax expense, net 15,446 91,244
Debt origination costs amortization 12,617 13,229
Changes in operating assets and liabilities:    
Accounts receivable, trade and other 821,042 1,673,559
Other current assets 131,763 (430,217)
Capitalized production costs (55,464) (521,275)
Other long-term assets and employee receivable (164,583) (134,397)
Deferred revenue (706,219) 374,269
Accounts payable (5,340,875) (1,120,809)
Accrued interest – related party 192,906 (120,802)
Other current liabilities 2,711,309 (851,107)
Lease liability, operating leases (121,144) (24,101)
Lease liability, finance leases 68,070
Net cash used in operating activities (1,008,053) (4,892,645)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of fixed assets (1,510) (21,893)
Issuance of notes receivable (1,380,000)
Proceeds from notes receivable repayment 110,000
Acquisition of Elle Communications LLC, net of cash acquired (1,186,777)
Net cash used in investing activities (2,458,287) (21,893)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from equity line of credit agreement 1,185,300 2,162,150
Proceeds from related party loan 2,110,000
Cash settlement of contingent consideration for Be Social (506,587)
Proceeds from convertible notes payable 1,000,000
Proceeds from term loan 5,800,000
Repayment of term loan (739,847) (2,972,402)
Proceeds from revolving line of credit 400,000
Repayment of revolving line of credit (400,000)
Proceeds from notes payable 2,630,000
Repayment of notes payable (88,101)
Early payment penalty on debt refinancing (79,286)
Debt origination costs (84,391)
Principal payments on finance leases (64,917) (14,180)
Net cash provided by financing activities 2,490,536 7,847,203
Net (decrease) increase in cash and cash equivalents and restricted cash (975,804) 2,932,665
Cash and cash equivalents and restricted cash, beginning of period 7,560,691 7,197,849
Cash and cash equivalents and restricted cash, end of period 6,584,887 10,130,514
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:    
Interest paid 903,339 1,216,956
Lease liabilities arising from obtaining right-of-use assets 76,321 159,090
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Settlement of contingent consideration for Be Social in shares of common stock 265,460
Issuance of shares of common stock related to the Elle Communications LLC acquisition 1,768,792
Settlement of Special Projects working capital adjustment in shares of common stock 886,077
Contingent consideration for Elle Communications, LLC acquisition 436,000
Issuance of shares of common stock for the conversion of two convertible notes payable 900,000
Cash and cash equivalents 5,659,883 6,406,646
Restricted cash 925,004 3,723,868
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 6,854,887 $ 10,130,514
v3.24.3
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 1,000 $ 92,555 $ 143,212,016 $ (109,214,479) $ 34,091,092
Beginning balance, shares at Dec. 31, 2022 50,000 6,170,332      
Net loss (2,969,320) (2,969,320)
Issuance of shares to Lincoln Park Capital, LLC $ 1,875 527,575 529,450
Issuance of shares to Lincoln Park Capital Fund, LLC, shares   125,000      
Issuance of shares related to employment agreements $ 275 74,366 74,641
Issuance of shares related to employment agreements, shares   18,336      
Ending balance, value at Mar. 31, 2023 $ 1,000 $ 94,705 143,813,957 (112,183,799) 31,725,863
Ending balance, shares at Mar. 31, 2023 50,000 6,313,668      
Net loss (7,959,244) (7,959,244)
Issuance of shares to Lincoln Park Capital, LLC $ 4,500 1,077,350 1,081,850
Issuance of shares to Lincoln Park Capital Fund, LLC, shares   300,000      
Issuance of shares related to employment agreements $ 339 90,220 90,559
Issuance of shares related to employment agreements, shares   22,623      
Conversion of convertible note payable $ 3,375 896,625 900,000
Issuance of shares related to the Be Social acquisition 1,091 264,369 265,460
Ending balance, value at Jun. 30, 2023 $ 1,000 $ 104,010 146,142,521 (120,143,043) 26,104,488
Ending balance, shares at Jun. 30, 2023 50,000 6,934,002      
Beginning balance, value at Mar. 31, 2023 $ 1,000 $ 94,705 143,813,957 (112,183,799) 31,725,863
Beginning balance, shares at Mar. 31, 2023 50,000 6,313,668      
Conversion of convertible note payable, shares   225,000      
Issuance of shares related to the Be Social acquisition, shares   72,711      
Ending balance, value at Jun. 30, 2024 $ 1,000 $ 151,473 155,837,926 (135,562,429) 20,427,970
Ending balance, shares at Jun. 30, 2024 50,000 10,098,208      
Beginning balance, value at Jun. 30, 2023 $ 1,000 $ 104,010 146,142,521 (120,143,043) 26,104,488
Beginning balance, shares at Jun. 30, 2023 50,000 6,934,002      
Net loss (3,863,328) (3,863,328)
Issuance of shares to Lincoln Park Capital, LLC $ 2,250 548,600 550,850
Issuance of shares to Lincoln Park Capital Fund, LLC, shares   150,000      
Issuance of shares related to employment agreements $ 431 102,523 102,954
Issuance of shares related to employment agreements, shares   28,742      
Ending balance, value at Sep. 30, 2023 $ 1,000 $ 106,691 146,793,644 (124,006,371) 22,894,964
Ending balance, shares at Sep. 30, 2023 50,000 7,112,744      
Beginning balance, value at Dec. 31, 2023 $ 1,000 $ 136,646 153,430,403 (133,611,204) 19,956,845
Beginning balance, shares at Dec. 31, 2023 50,000 9,109,766      
Net loss (326,767) (326,767)
Issuance of shares to Lincoln Park Capital, LLC $ 2,625 492,575 495,200
Issuance of shares to Lincoln Park Capital Fund, LLC, shares   175,000      
Share-based compensation 4,884 4,884
Issuance of shares related to employment agreements $ 524 100,353 100,877
Issuance of shares related to employment agreements, shares   34,961      
Issuance of shares related to services received $ 188 36,581 36,769
Issuance of shares related to services received, shares   12,500      
Ending balance, value at Mar. 31, 2024 $ 1,000 $ 139,983 154,064,796 (133,937,971) 20,267,808
Ending balance, shares at Mar. 31, 2024 50,000 9,332,227      
Net loss (1,624,458) (1,624,458)
Issuance of shares to Lincoln Park Capital, LLC $ 4,500 685,600 690,100
Issuance of shares to Lincoln Park Capital Fund, LLC, shares   300,000      
Share-based compensation $ 23 4,615 4,638
Issuance of shares related to employment agreements $ 1,389 202,416 203,805
Issuance of shares related to employment agreements, shares   92,592      
Share-based compensation, shares   1,548      
Issuance of shares related to Special Projects acquisition $ 5,360 880,717 886,077
Issuance of shares related to Special Projects acquisition, shares   357,289      
Issuance of shares related to asset acquisition of GlowLab Collective LLC $ 218 (218)
Issuance of shares related to asset acquisition of GlowLab Collective LLC, shares   14,552      
Ending balance, value at Jun. 30, 2024 $ 1,000 $ 151,473 155,837,926 (135,562,429) 20,427,970
Ending balance, shares at Jun. 30, 2024 50,000 10,098,208      
Net loss (8,692,389) (8,692,389)
Share-based compensation 21 3,704 3,725
Issuance of shares related to employment agreements $ 773 92,198 92,971
Issuance of shares related to employment agreements, shares   51,563      
Share-based compensation, shares   1,421      
Issuance of shares related to Elle Communications, LLC acquisition $ 14,420 1,754,372 1,768,792
Issuance of shares related to Elle Communications, LLC acquisition, shares   961,300      
Ending balance, value at Sep. 30, 2024 $ 1,000 $ 166,687 $ 157,688,200 $ (144,254,818) $ 13,601,069
Ending balance, shares at Sep. 30, 2024 50,000 11,112,492      
v3.24.3
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ (8,692,389) $ (3,863,328) $ (10,643,614) $ (14,791,892)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
GENERAL
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
GENERAL

NOTE 1 – GENERAL

 

Dolphin Entertainment, Inc., a Florida corporation (the “Company,” “Dolphin,” “we,” “us” or “our”), is a leading independent entertainment marketing and production company. Through its subsidiaries 42West LLC (“42West”) including BHI Communications Inc (“BHI”) that merged with 42West effective January 1, 2024, The Door Marketing Group, LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept., LLC (“The Digital Dept.”) formerly known as Socialyte, LLC (“Socialyte”) and Be Social Public Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”), the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality and lifestyle industries.

 

42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global PR and marketing leaders for the industries they serve. The Digital Dept. (formerly, Socialyte and Be Social) and newly formed Always Alpha, provide influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. The Digital Dept. is a talent management firm primarily focused on social media influencers in beauty, fashion, lifestyle and dermatology. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. 

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (“Dolphin Films”), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, Always Alpha, 42West, The Door, Viewpoint Computer Animation, Incorporated (“Viewpoint”), Shore Fire, The Digital Dept. and Special Projects. During the nine months ended September 30, 2024, the Company ceased the operations of Viewpoint. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence.

 

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 30, 2024 and 2023. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

On October 16, 2024, the Company filed an amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida to effect a 1-for-2 reverse stock split (the “Reverse Stock Split”) of the authorized, issued and outstanding shares of the common stock. The Reverse Stock Split was effective as of 12:01 a.m. (Eastern Time) on October 16, 2024 (the “Effective Time”). The par value per share of common stock remains unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share of common stock. All references to common stock or common stock price in these condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the estimates in the fair value of acquisitions, estimates in assumptions used to calculate the fair value of certain liabilities and impairment assessments for investment in capitalized production costs, goodwill and long-lived assets. Actual results could differ materially from such estimates.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform with the current year presentation.  These reclassifications had no impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. 

 

Recent Accounting Pronouncements

 

Accounting Guidance Not Yet Adopted

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued new guidance on income tax disclosures (Accounting Standards Update “ASU” 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-09 on the Company’s condensed consolidated financial statements and disclosures.

 

In November 2023, the FASB issued new guidance on segment reporting (ASU 2023-08, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”). The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-08 on the Company’s condensed consolidated financial statements and disclosures. 

 
v3.24.3
REVENUE
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE

 NOTE 2 – REVENUE

 

Disaggregation of Revenue

 

The Company’s principal geographic markets are within the U.S. The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 13.

 

Entertainment Publicity and Marketing

 

The Entertainment Publicity and Marketing (“EPM”) segment generates revenue from diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials. Within the EPM segment, we typically identify one performance obligation, the delivery of professional publicity services, in which we typically act as the principal. Fees are generally recognized on a straight-line or monthly basis, as the services are consumed by our clients, which approximates the proportional performance on such contracts.

 

We also enter into management agreements with a roster of social media influencers, athletes, sports broadcasters and coaches and we are paid a percentage of the revenue earned by them. Due to the short-term nature of these contracts, in which we typically act as the agent, the performance obligation is typically completed and revenue is recognized net at a point in time, typically the date of publication.

 

Content Production

 

The Content Production (“CPD”) segment generates revenue from the production of original motion pictures and other digital content production. In the CPD segment, we typically identify performance obligations depending on the type of service, for which we generally act as the principal. Revenue from motion pictures is recognized upon transfer of control of the licensing rights of the motion picture to the customer. For minimum guarantee licensing arrangements, the amount related to each performance obligation is recognized when the content is delivered, and the window for exploitation rights in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. For sales or usage-based royalty income, revenue is recognized starting at the exhibition date and is based on the Company’s participation in the box office receipts of the theatrical exhibitor and the performance of the motion picture.

 

 

In June 2022, the Company entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services, LLC (the “Amazon Agreement”) for the distribution rights of The Blue Angels. During the nine months ended September 30, 2024, we recorded net revenues of $3,421,141 from the Amazon Agreement upon delivery of the film to Amazon Content Services LLC, our single performance obligation. Under this arrangement, we acted in the capacity of an agent. During the three and nine months ended September 30, 2023, no revenues were recognized from the content licensing arrangement.

 

The revenues recorded by the EPM and CPD segments is detailed below:

            
  

For the Three Months Ended

September 30,

 

For the Nine Months Ended

September 30,

   2024  2023  2024  2023
             
Entertainment publicity and marketing  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
Content production   —      —      3,421,141    —   
Total Revenues  $12,682,437   $10,184,511   $39,367,418   $31,100,867 

 

Contract Balances

 

The opening and closing balances of our contract liability balances from contracts with customers as of September 30, 2024 and December 31, 2023 were as follows:

     
    Contract
Liabilities		  
Balance as of December 31, 2023   $ 1,451,709  
Balance as of September 30, 2024     745,489  
Change   $ 706,220  

 

Contract liabilities are recorded when the Company receives advance payments from customers for public relations projects or as deposits for promotional or brand-support video projects. Once the work is performed or the projects are delivered to the customer, the contract liabilities are deemed earned and recorded as revenue. Advance payments received are generally for short duration and are recognized once the performance obligation of the contract is met.

 

Revenues for the three and nine months ended September 30, 2024 and 2023 include the following:

            
   Three Months Ended
September 30,		  Nine Months Ended
September 30,
    2024    2023    2024    2023 
                     
Amounts included in the beginning of year contract liability balance  $86,167   $110,834   $1,192,244   $1,280,985 

 

 

The Company’s unsatisfied performance obligations are for contracts that have an original expected duration of one year or less and, as such, the Company is not required to disclose the remaining performance obligation.

 
v3.24.3
GOODWILL AND INTANGIBLE ASSETS
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

 NOTE 3 — GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

As of September 30, 2024, the Company had a balance of $21,622,279 of goodwill on its condensed consolidated balance sheet resulting from its acquisitions of 42West, The Door, Special Projects, Shore Fire and Elle. All the Company’s goodwill is related to the entertainment, publicity and marketing segment.

 

The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) significant decline in market capitalization or (4) an adverse action or assessment by a regulator. During the third quarter of 2024, the Company’s stock price declined and this, in combination with recurring net losses, resulted in the Company’s market capitalization to be less than the Company’s book value. The Company considered this to be a triggering event, and therefore performed a quantitative analysis of the fair value of goodwill as of August 31, 2024. As a result of this quantitative analysis, during the third quarter of 2024, the Company recorded an impairment of goodwill amounting to $6,480,992, which is included in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company decided to close the Viewpoint subsidiary, and therefore the Company impaired goodwill for $190,565, which is the balance of goodwill attributable to Viewpoint immediately prior to the decision to shut down. This impairment is included in the condensed consolidated statement of operations for the nine months ended September 30, 2024.

 

Intangible Assets

 

Finite-lived intangible assets consisted of the following as of September 30, 2024 and December 31, 2023:

                  
   September 30, 2024  December 31, 2023
    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		 
Intangible assets subject to amortization:                              
Customer relationships  $17,592,387   $8,749,639   $8,842,748   $16,512,387   $7,445,973   $9,066,414 
Trademarks and trade names   5,128,583    3,162,833    1,965,750    4,928,583    2,785,333    2,143,250 
Non-compete agreements   690,000    690,000    —      690,000    690,000    —   
   $23,410,970   $12,602,472   $10,808,498   $22,130,970   $10,921,306   $11,209,664 

 

Amortization expense associated with the Company’s intangible assets was $619,472 and $503,357 for the three months ended September 30, 2024, and 2023, respectively, and $1,681,166 and $1,512,554 for the nine months ended September 30, 2024 and 2023, respectively.

  

Amortization expense related to intangible assets for the remainder of 2024 and thereafter is as follows:

       
  2024     $ 1,010,706  
  2025       2,290,418  
  2026       2,091,505  
  2027       1,406,262  
  2028       1,064,106  
  Thereafter       2,945,501  
        $ 10,808,498  

 
v3.24.3
ACQUISITIONS
 9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS

NOTE 4 —ACQUISITIONS

 

Elle Communications, LLC

 

On July 15, 2024, (the “Elle Closing Date”), the Company acquired all of the issued and outstanding membership interests of Elle Communications, LLC, a California limited liability company (“Elle”), pursuant to a membership interest purchase agreement (the “Elle Purchase Agreement”) between the Company and Danielle Finck (“Elle Seller”). Headquartered in Los Angeles with offices in New York, Elle is an entertainment public relations agency specializing in social and environmental impact for a client roster of mission-centered brands, nonprofits and philanthropic foundations, social enterprises, sustainability and ethically made products and activists.

 

The total consideration paid by the Company in connection with the acquisition of Elle was approximately $4.8 million, which is subject to adjustments based on a customary working capital and excess cash consideration adjustment. On the Elle Closing Date, the Company paid the Elle Seller $1,863,000 cash and issued the Elle Seller 961,300 shares of the Company’s common stock.

 

The Elle Seller has the right to earn up to an additional $450,000 consideration (the “Contingent Consideration”) for the acquisition, contingent on achieving certain financial targets in 2024 as specified in the Elle Purchase Agreement. The Contingent Consideration is payable in cash and the Company calculated a preliminary fair value for the contingent consideration of $436,000. The Company utilized a Monte Carlo Simulation model to estimate the fair value of the Contingent Consideration, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 320. The unobservable inputs utilized for measuring fair value of the Contingent Consideration reflects management assumptions about the assumptions market participants would use in valuing the Contingent Consideration.

 

As part of the Elle Purchase Agreement, the Company entered into employment agreements with Danielle Fink and Silvie Snow Thomas, a key employee, each for a period of four years. 

 

The following table summarizes the fair value of the consideration transferred:

     
Cash paid to sellers at closing   $ 1,863,000  
Working capital and excess cash adjustment     744,970  
Fair value of common stock issued to the Elle Seller     1,768,792  
Contingent consideration     436,000  
Fair value of the consideration transferred   $ 4,812,762  

 

The following table summarizes the fair values of the assets acquired and liabilities assumed by the acquisition of Elle on the Elle Closing Date. Amounts in the table are estimates that may change, as described below. The measurement period of the acquisition of Elle concludes no later than July 15, 2025. 

   
   July 15, 2024
Cash  $676,223 
Accounts receivable   357,570 
Intangibles   1,280,000 
Total identifiable assets acquired   2,313,793 
      
Accounts payable   (4,483)
Accrued expenses and other current liabilities   (388,613)
Total liabilities assumed   (393,096)
Net identifiable assets acquired   1,920,697 
Goodwill   2,892,065 
Fair value of the consideration transferred  $4,812,762 

  

Special Projects Media LLC

 

On October 2, 2023, (the “Special Projects Closing Date”), the Company acquired all of the issued and outstanding membership interests of Special Projects Media LLC, a New York limited liability company (“Special Projects”), pursuant to a membership interest purchase agreement (the “Special Projects Purchase Agreement”) between the Company and Andrea Oliveri, Nicole Vecchiarelli, Foxglove Corp and Alexandra Alonso (“Special Projects Sellers”). Headquartered in New York and Los Angeles, Special Projects is a talent booking and events agency that elevates media, fashion, and lifestyle brands.

 

The total consideration paid by the Company in connection with the acquisition of Special Projects was approximately $10.4 million, which is subject to adjustments based on a customary post-closing cash consideration adjustment. On the Special Projects Closing Date, the Company paid the Special Projects Sellers $5,000,000 cash and issued the Special Projects Sellers 2,500,000 shares of the Company’s common stock. On May 15, 2024, the Company issued 714,578 shares of the Company’s common stock as settlement for the working capital and excess cash adjustment, pursuant to the Special Projects Purchase Agreement. The Company partially financed the cash portion of the consideration with the BankUnited Loan Agreement described in Note 7.

 

As part of the Special Projects Purchase Agreement, the Company entered into employment agreements with Andrea Oliveri and Nicole Vecchiarelli, each for a period of four years. 

 

The following table summarizes the final fair value of the consideration transferred, after measurement period adjustments:

     
Cash paid to sellers at closing   $ 5,000,000  
Working capital and excess cash adjustment     886,077  
Fair value of common stock issued to the Special Projects Sellers     4,525,000  
Fair value of the consideration transferred   $ 10,411,077  

 

The following table summarizes the fair values of the assets acquired and liabilities assumed by the acquisition of Special Projects on the Special Projects Closing Date. The measurement period of the Special Projects acquisition concluded on October 2, 2024. 

         
   October 2, 2023
(As initially reported)		  Measurement Period Adjustments (1)  September 30, 2024
(As adjusted)
Cash  $521,821   $—     $521,821 
Accounts receivable   1,155,871    —      1,155,871 
Other current assets   11,338    —      11,338 
Right-of-use asset   90,803    —      90,803 
Other assets   30,453    —      30,453 
Intangibles   3,740,000    —      3,740,000 
Total identifiable assets acquired   5,550,286    —      5,550,286 
                
Accounts payable   (764,641)   —      (764,641)
Accrued expenses and other current liabilities   (15,000)   —      (15,000)
Lease liability   (90,803)   —      (90,803)
Deferred revenue   (30,000)   —      (30,000)
Total liabilities assumed   (900,444)   —      (900,444)
Net identifiable assets acquired   4,649,842         4,649,842 
Goodwill   5,579,547    181,688    5,761,235 
Fair value of the consideration transferred  $10,229,389   $181,688   $10,411,077 

 

  (1) On May 14, 2024, the Company entered into an agreement with the sellers of Special Projects to amend the Special Projects Purchase Agreement to revise the working capital mechanism to provide that the working capital surplus, as defined in the Special Projects Purchase Agreement, plus a ten percent premium be paid to the sellers of Special Projects by issuing 714,578 shares of its common stock on May 15, 2024. The adjustment resulted in an increase to the purchase price and an increase to goodwill.

 

 

Unaudited Pro Forma Consolidated Statements of Operations

 

The following presents the unaudited pro forma consolidated operations as if Special Projects and Elle had been acquired on January 1, 2023:

         
   Nine Months Ended September 30, 2024  Three Months Ended September 30, 2023  Nine Months Ended September 30, 2023
Revenue  $42,012,636   $14,573,975   $40,228,563 
Net Loss  $(10,423,526)  $(3,918,194)  $(14,041,056)

 

The pro forma amounts for 2023 have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect (a) the amortization that would have been charged, assuming the intangible assets resulting from the acquisition had been recorded on January 1, 2023, (b) include interest expense on the BKU Term Loan (see Note 7) in the amount of $56,070 and $175,908 for the three and nine months ended September 30, 2023, respectively, and (c) eliminate $132,000 and $340,610 of revenue and expenses related to work performed by Special Projects for Dolphin for the three and nine months ended September 30, 2023, respectively.

 

The impact of the acquisition of Special Projects and Elle on the Company’s actual results for periods following the acquisition may differ significantly from that reflected in this unaudited pro forma information for several reasons. As a result, this unaudited pro forma information is not necessarily indicative of what the combined company’s financial condition or results of operations would have been had the acquisition been completed on January 1, 2023, as provided in this pro forma financial information. In addition, the pro forma financial information does not purport to project the future financial condition and results of operations of the combined company.

 
v3.24.3
NOTES RECEIVABLE
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
NOTES RECEIVABLE

NOTE 5 — NOTES RECEIVABLE

 

The Company holds an equity method investment in JDDC Elemental LLC (“Midnight Theatre”). On various dates during the nine months ended September 30, 2024, Midnight Theatre issued three unsecured convertible promissory notes to the Company with an aggregate principal of $1,135,000, respectively, each with a ten percent (10%) per annum simple coupon rate, which mature between May 2025 and June 2025.

 

On July 15, 2024 and August 9, 2024, Midnight Theatre issued two unsecured convertible promissory notes to the Company with aggregate principals of $110,000 and $135,000, respectively, with a ten percent (10%) per annum simple coupon rate, with maturity dates of July 15, 2025 and August 9, 2025. During the three months ended September 30, 2024, Midnight Theatre paid the Company in full the $110,000 unsecured convertible promissory note.

 

During the three months ended September 30, 2024, the Company determined that the remaining Midnight Theatre unsecured convertible promissory notes (“Midnight Theatre Notes”) had been impaired, resulting from a review of Midnight Theatre’s operating results and projections. As a result, as of September 30, 2024, the Company wrote off all outstanding Midnight Theatre Notes. The write-off amounted to $1,270,000 of principal, which is recorded within write-off of notes receivable in the condensed consolidated statements of operations. As a result of the impairment, the Company did not record any interest income in connection with the Midnight Theatre Notes during the three and nine months ended September 30, 2024.

 
v3.24.3
OTHER CURRENT LIABILITIES
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
OTHER CURRENT LIABILITIES

NOTE 6 — OTHER CURRENT LIABILITIES

 

Other current liabilities consisted of the following:

               
    September 30, 2024     December 31, 2023  
Accrued funding under Max Steel production agreement   $ 620,000     $ 620,000  
Accrued audit, legal and other professional fees     239,301       310,797  
Accrued commissions     354,202       697,106  
Accrued bonuses     864,112       971,276  
Talent liability     6,020,146       2,983,577  
Accumulated customer deposits     1,457,101       432,552  
Accrued interest     301,841       —  
Other     890,959       1,678,806  
 Other current liabilities   $ 10,747,662     $ 7,694,114  

 

 
v3.24.3
DEBT
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
DEBT

NOTE 7 — DEBT

 

Total debt of the Company was as follows as of September 30, 2024 and December 31, 2023:

      
Debt Type  September 30,
2024		  December 31,
2023
Convertible notes payable  $5,100,000   $5,100,000 
Convertible note payable - fair value option   300,000    355,000 
Non-convertible promissory notes   3,880,000    3,880,000 
Non-convertible promissory notes – Socialyte   3,000,000    3,000,000 
Loans from related party   3,217,873    1,107,873 
Revolving line of credit   400,000    400,000 
Term loan, net of debt issuance costs   4,755,385    5,482,614 
Total debt  $20,653,258   $19,325,487 
Less current portion of debt   (4,945,151)   (4,880,651)
Noncurrent portion of debt  $15,708,107   $14,444,836 

   

The table below details the maturity dates of the principal amounts for the Company’s debt as of September 30, 2024:

                     
Debt Type  Maturity Date  2024  2025  2026  2027  2028  Thereafter
Convertible notes payable  Between October 2026 and March 2030  $—     $—     $1,750,000   $3,350,000   $—     $500,000 
Non-convertible promissory notes  Between November 2024 and March 2029   500,000    750,000    —      —      2,215,000    415,000 
Non-convertible promissory notes - Socialyte  September 2023 (A)   3,000,000    —      —      —      —      —   
Revolving line of credit  October 2, 2025 (mandatory 30-day annual clearing of the line of credit balance)   —      400,000    —      —      —      —   
Term loan  September 2028   257,627    1,083,866    1,176,307    1,276,631    1,028,244    —   
Loans from related party  Between December 2026 and June 2029   —      —      1,107,873    —      —      2,110,000 
      $3,757,627   $2,233,866   $4,034,180   $4,626,631   $3,243,244   $3,025,000 

 

  (A) As discussed below, The Socialyte Purchase Agreement (as defined below) allows the Company to offset a working capital deficit against the Socialyte Promissory Note (as defined below). As such, the Company deferred the installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte.

 

Convertible Notes Payable

 

As of September 30, 2024, the Company has ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances. The balance of each convertible note payable and any accrued interest may be converted at the noteholder’s option at any time at a purchase price based on a 90-day average closing market price per share of the common stock. Three of the convertible notes payable may not be converted at a price less than $5.00 per share, four of the convertible notes payable may not be converted at a price less than $4.00 per share, and three of the convertible notes payable may not be converted at a price less than $2.00 per share. As of both September 30, 2024 and December 31, 2023, the principal balance of the convertible notes payable of $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the Company’s condensed consolidated balance sheets.

 

The Company recorded interest expense related to these convertible notes payable of $127,500 and $128,750 during the three months ended September 30, 2024 and 2023, respectively, and $382,750 and $414,880 during the nine months ended September 30, 2024 and 2023, respectively. In addition, the Company made cash interest payments amounting to $382,750 and $413,764, respectively, during the nine months ended September 30, 2024 and 2023, related to the convertible notes payable.

 

 

Convertible Note Payable at Fair Value

 

The Company had one convertible promissory note outstanding with a principal amount of $500,000 as of September 30, 2024, for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, the Company records the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.

The Company had a balance of $300,000 and $355,000 in noncurrent liabilities as of September 30, 2024 and December 31, 2023, respectively, on its condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value. See Note 9 – Fair Value Measurements for further discussion on the valuation of the convertible promissory note payable.

 

The Company recorded a loss in fair value of $10,000 for the three months ended September 30, 2024. There was no change in fair value for the three months ended September 30, 2023. The Company recorded a gain in fair value of $55,000 and a loss in fair value of $6,444 for the nine months ended September 30, 2024 and 2023, respectively, on its condensed consolidated statements of operations related to this convertible promissory note payable at fair value.

 

The convertible note payable at fair value bears interest at a rate of 8% per annum. The Company recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended September 30, 2024 and 2023, and $29,589 for both the nine months ended September 30, 2024 and 2023. In addition, the Company made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2024 and 2023, related to the convertible promissory notes at fair value.

 

Nonconvertible Promissory Notes

 

As of September 30, 2024, the Company has outstanding unsecured nonconvertible promissory notes in the aggregate amount of $3,880,000, which bear interest at a rate of 10% per annum and mature between November 2024 and March 2029.

 

As of both September 30, 2024 and December 31, 2023, the Company had a balance of $900,000 and $500,000, respectively, recorded as current liabilities and $2,980,000 and $3,380,000, respectively, in noncurrent liabilities on its condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.

 

The Company recorded interest expense related to these nonconvertible promissory notes of $97,000 and $93,142 for the three months ended September 30, 2024 and 2023, respectively, and $291,000 and $238,195 for the nine months ended September 30, 2024 and 2023, respectively. The Company made interest payments of $291,000 and $215,111 during the nine months ended September 30, 2024 and 2023, respectively, related to the nonconvertible promissory notes.

 

Nonconvertible Unsecured Promissory Note - Socialyte Promissory Note

 

In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), the Company entered into a promissory note with the sellers of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1,500,000 on June 30, 2023 and $1,500,000 on September 30, 2023. The Socialyte Promissory Note carries an interest of 4% per annum, which accrues monthly, and all accrued interest was to be due and payable on September 30, 2023.

 

The Socialyte Purchase Agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note. As such, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. The Company has filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 17.

 

The Company recorded interest expense related to this Socialyte Promissory Note of $30,000 and $90,000 for the three and nine months ended September 30, 2024, respectively, and $30,000 and $95,000 for the three and nine months ended September 30, 2023, respectively. No interest payments were made during the three and nine months ended September 30, 2024 and 2023, related to the Socialyte Promissory Note.

 

 

BankUnited Loan Agreement

 

On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv.

 

The BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026. The BKU Term Loan has a declining prepayment penalty equal to 5% in year one, 4% in year two, 3% in year three, 2% in year four and 1% in year five of the outstanding balance. The BKU Line of Credit and BKU Commercial Card can be repaid without any prepayment penalty.

 

Interest on the BKU Term Loan accrues at 8.10% fixed rate per annum. Principal and interest on the BKU Term Loan shall be payable on a monthly basis based on a 5-year amortization. Interest on the BKU Line of Credit is payable on a monthly basis, with all principal due at maturity. The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle.

 

The BankUnited Loan Agreement contains financial covenants tested semi-annually on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the BankUnited Loan Agreement contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $1,500,000. During the three months ended September 30, 2024, the Company repaid $400,000 of the line of credit for a period of 30-days in compliance with the covenants of the line of credit. Once the 30-day period was done, on August 27, 2024, the Company drew $400,000 from the line of credit.

 

As of September 30, 2024 and December 31, 2023, the Company had a balance of $4,755,385 and $5,482,614 of principal outstanding under the BKU Term Loan, respectively, net of debt issuance costs of $67,290 and $79,907, respectively. As of September 30, 2024 and December 31, 2023, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit.

 

Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the condensed consolidated statements of operations and amounted to approximately $4,206 and $12,617 for the three and nine months ended September 30, 2024, respectively.

 

During the three and nine months ended September 30, 2024, the Company did not use the BKU Commercial Card.

 
v3.24.3
LOANS FROM RELATED PARTY
 9 Months Ended
Sep. 30, 2024
Loans From Related Party  
LOANS FROM RELATED PARTY

NOTE 8 — LOANS FROM RELATED PARTY

 

On June 1, 2021, the Company exchanged a promissory note that had been issued on October 1, 2016, for a nonconvertible promissory note with a principal balance of $1,107,873 that matures on December 31, 2026 and bears interest at a rate of 10% per annum. The nonconvertible promissory note was issued to Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”). On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.

 

As of September 30, 2024 and December 31, 2023, the Company had an aggregate principal balance of $2,242,873 and $1,107,873, respectively, and accrued interest amounted to $207,235 and $277,423, respectively, related to the DE LLC Notes. For both the nine months ended September 30, 2024 and 2023, the Company did not repay any principal balance on the DE LLC Notes. During the nine months ended September 30, 2024, the Company made cash interest payments in the amount of $200,000 related to the DE LLC Notes.

 

On January 16, 2024 and May 28, 2024, the Company issued two nonconvertible promissory notes to Mr. Donald Scott Mock, brother of Mr. O’Dowd in the amount of $900,000 and $75,000, respectively, and received proceeds of $975,000 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on January 16, 2029 and May 28, 2029, respectively. As of September 30, 2024, the Company had a principal balance of $975,000, and accrued interest of $66,042. The Company did not make cash payments during the nine months ended September 30, 2024 related to the Mock Notes.

 

The Company recorded interest expense of $80,972 and $27,621 for the three months ended September 30, 2024 and 2023, respectively, and $195,853 and $82,863 for the nine months ended September 30, 2024 and 2023, respectively, related to the DE LLC Notes and Mock Notes.

 
v3.24.3
FAIR VALUE MEASUREMENTS
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

 NOTE 9 — FAIR VALUE MEASUREMENTS

 

The Company’s non-financial assets measured at fair value on a nonrecurring basis include goodwill and intangible assets. The determination of our intangible fair values includes several assumptions and inputs (Level 3) that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. All other financial assets and liabilities are carried at amortized cost.

 

The Company’s cash balances are representative of their fair values, as these balances are comprised of deposits available on demand. The carrying amounts of accounts receivable, notes receivable, prepaid and other current assets, accounts payable and other non-current liabilities approximate their fair values because of the short turnover of these instruments.

 

Financial Disclosures about Fair Value of Financial Instruments

 

The tables below set forth information related to the Company’s consolidated financial instruments:

               
   Level in  September 30, 2024  December 31, 2023
   Fair Value  Carrying  Fair  Carrying  Fair
   Hierarchy  Amount  Value  Amount  Value
Assets:               
Cash and cash equivalents   1   $5,659,883   $5,659,883   $6,432,731   $6,432,731 
Restricted cash   1    925,004    925,004    1,127,960    1,127,960 
                          
Liabilities:                         
Convertible notes payable   3   $5,100,000   $4,824,000   $5,100,000   $4,875,000 
Convertible note payable at fair value   3    300,000    300,000    355,000    355,000 
Contingent consideration   3    436,000    436,000           
Warrant liability   3    —      —      5,000    5,000 

 

Convertible notes payable

 

As of September 30, 2024, the Company has ten outstanding convertible notes payable with aggregate principal amount of $5,100,000. See Note 8 for further information on the terms of these convertible notes.

 

               
      September 30, 2024  December 31, 2023
   Level  Carrying Amount  Fair Value  Carrying Amount  Fair Value
                
10% convertible notes due in October 2026   3   $800,000   $763,000   $800,000   $817,000 
10% convertible notes due in November 2026   3    300,000    286,000    300,000   $285,000 
10% convertible notes due in December 2026   3    650,000    616,000    650,000   $649,000 
10% convertible notes due in January 2027   3    800,000    804,000    800,000   $821,000 
10% convertible notes due in June 2027   3    150,000    141,000    150,000    140,000 
10% convertible notes due in August 2027   3    2,000,000    1,848,000    2,000,000   $1,808,000 
10% convertible notes due in September 2027   3    400,000    366,000    400,000   $355,000 
        $5,100,000   $4,824,000   $5,100,000   $4,875,000 

 

The estimated fair value of the convertible notes was computed using a Monte Carlo Simulation, using the following assumptions: 

      
Fair Value Assumption – Convertible Debt  September 30, 2024  December 31, 2023
Stock Price  $1.26   $3.42 
Minimum Conversion Price  $2.00 – 5.00   $4.00 – 5.00 
Annual Asset Volatility Estimate   70%   80%
Risk Free Discount Rate   3.58 % - 3.66%   3.95% - 5.01%

 

Fair Value Option (“FVO”) Election – Convertible note payable and freestanding warrants

 

Convertible note payable, at fair value

 

As of September 30, 2024, the Company had one outstanding convertible note payable with a face value of $500,000 (the “March 4th Note”), which is accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented as a single line item within other (expenses) income in the accompanying condensed consolidated statements of operations under the caption “Change in fair value of convertible note.”

 

The March 4th Note is measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2023 to September 30, 2024:

   
   March 4th Note
Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2023  $355,000 
Gain on the change in fair value reported in the condensed consolidated statements of operations   (55,000)
Ending fair value balance reported on the condensed consolidated balance sheet at September 30, 2024  $300,000 

  

The estimated fair value of the March 4th Note as of September 30, 2024 and December 31, 2023, was computed using a Black-Scholes simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: 

      
   September 30, 2024  December 31, 2023
Face value principal payable  $500,000   $500,000 
Original conversion price  $7.82   $7.82 
Value of common stock  $1.26   $3.42 
Expected term (years)   5.43    3.42 
Volatility   90%   90%
Risk free rate   3.60%   4.41%

 

Warrant

 

In connection with the March 4th Note, the Company issued the Series I Warrant, which is exercisable for 10,000 shares. The Series I Warrant is measured at fair value and categorized within Level 3 of the fair value hierarchy. The fair values of the Series I Warrant was nominal as of September 30, 2024 and December 31, 2023. The Series I Warrant expire on September 4, 2025.

 

 
v3.24.3
STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 10 — STOCKHOLDERS’ EQUITY

 

2022 Lincoln Park Transaction

 

On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of its shares of the Company’s common stock from time to time over a 36-month period.

 

During the three months ended September 30, 2024, the Company did not sell shares of common stock under the LP 2022 Purchase Agreement. During the nine months ended September 30, 2024, the Company sold 475,000 shares of its common stock at prices ranging between $2.14 and $3.06 and received proceeds of $1,185,300.

 

During the three and nine months ended September 30, 2023, the Company sold 150,000 and 575,000 shares of its common stock, respectively, at prices ranging between $3.31 and $4.54 pursuant to the LP 2022 Purchase Agreement and received proceeds of $550,850 and $2,162,150, respectively.

 

The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of its common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has insignificant value as of September 30, 2024. 

 

Reverse Stock Split

 

Effective October 16, 2024, the Company amended its Amended and Restated Articles of Incorporation to effectuate a 1:2 reverse stock split.  All shares and per share amounts discussed in these condensed consolidated financial statements have been retrospectively adjusted for the reverse stock split.

 

Series C Convertible Preferred Stock

 

On November 6, 2024, the Company received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company violated Nasdaq’s voting rights rule set forth in Listing Rule 5640 (the “Voting Rights Rule”) due to the Company’s filing of shareholder-approved amendments to the Company’s articles of incorporation modifying the terms of the Company’s Series C Convertible Preferred Stock (the “Series C”) to increase the number of votes per share of common stock the Series C is convertible into (i) from three votes per share to five votes per share, filed on September 29, 2022 (the “2022 Amendment”) and (ii) from five votes per share to ten votes per share, filed on September 25, 2024 (the “2024 Amendment” and, together with the 2022 Amendment, the “Amendments”).  

 

On October 31, 2024, the Company submitted a plan to regain compliance to the Staff in which the Company proposed to amend the Certificate of the Series C to decrease the voting rights of the Series C to the original voting power of three votes per share of common stock (the “Proposed Amendment”). The Company notified Nasdaq that it plans to call a special meeting of shareholders for the purpose of voting on the Proposed Amendment and expects to file the Proposed Amendment with the office of the Secretary of the State of Florida on or before February 28, 2025 (the “Compliance Date”). As such, based on the Company’s submission, the Staff notified the Company in the Letter that it has determined to grant the Company an extension of time to regain compliance with the Voting Rights Rule by obtaining shareholder approval for the Proposed Amendment and filing the Proposed Amendment with the Secretary of the State of Florida on or before the Compliance Date.

 

The Letter has no immediate impact on the listing of the Company’s securities, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the Letter by the Compliance Date.

 
v3.24.3
LOSS PER SHARE
 9 Months Ended
Sep. 30, 2024
Loss per share:  
LOSS PER SHARE

NOTE 11 — LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted loss per share:

            
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Numerator            
Net loss  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
Net income attributable to participating securities   —      —      —      —   
Net loss attributable to Dolphin Entertainment common stock shareholders and numerator for basic loss per share   (8,692,389)   (3,863,328)   (10,643,614)   (14,791,892)
Change in fair value of convertible notes payable   —      —      —      —   
Interest expense   —      —      —      —   
Numerator for diluted loss per share  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
                     
Denominator                    
Denominator for basic EPS - weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
Effect of dilutive securities:                    
Convertible notes payable   —      —      —      —   
Denominator for diluted EPS - adjusted weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
                     
Basic loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)
Diluted loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)

 

Basic (loss) earnings per share is computed by dividing income or loss attributable to the shareholders of common stock (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period. Diluted (loss) earnings per share assume that any dilutive equity instruments, such as convertible notes payable and warrants were exercised and outstanding common stock adjusted accordingly, if their effect is dilutive.

 

The Company’s convertible note payable at fair value, the warrant and the Series C preferred stock have clauses that entitle the holder to participate if dividends are declared to the common stockholders as if the instruments had been converted into shares of common stock. As such, the Company uses the two-class method to compute earnings per share and attribute a portion of the Company’s net income to these participating securities. These securities do not contractually participate in losses. For the three and nine months ended September 30, 2024 and 2023, the Company had a net loss and as such the two-class method is not presented.

 

 

For the three and nine months ended September 30, 2024, potentially dilutive instruments including 3,427,514 shares and 2,376,531 shares, respectively, of common stock issuable upon conversion of convertible notes payable and 10,000 shares of common stock issuable upon exercise of the warrant were not included in the diluted loss per share as inclusion was considered to be antidilutive. For the three and nine months ended September 30, 2024, the warrant was not included in diluted loss per share because the warrant was not “in the money”.

 

For the three and nine months ended September 30, 2023, potentially dilutive instruments including 1,441,880 shares and 1,282,820 shares, respectively, of common stock issuable upon conversion of convertible notes payable were not included in the diluted loss per share as inclusion was considered to be antidilutive. For the three and nine months ended September 30, 2023, the warrant was not included in diluted loss per share because the warrant was not “in the money”.

 
v3.24.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

 NOTE 12 — RELATED PARTY TRANSACTIONS

 

As part of the employment agreement with its CEO, the Company provided a $1,000,000 signing bonus in 2012, which has not been paid and is recorded in accrued compensation on the condensed consolidated balance sheets, along with unpaid base salary of $1,625,000 in aggregate attributable for the period from 2012 through 2018. Any unpaid and accrued compensation due to the CEO under his employment agreement will accrue interest on the principal amount at a rate of 10% per annum from the date of his employment agreement until it is paid. Even though the employment agreement expired and has not been renewed, the Company has an obligation under the agreement to continue to accrue interest on the unpaid balance.

 

As of September 30, 2024 and December 31, 2023, the Company had accrued $2,625,000 of compensation as accrued compensation and has balances of $1,637,641 and $1,440,586, respectively, in accrued interest in current liabilities on its condensed consolidated balance sheets, related to the CEO’s employment agreement. Amounts owed under this arrangement are payable on demand.

 

The Company recorded interest expense related to the accrued compensation in the condensed consolidated statements of operations amounting to $66,164 for both the three months ended September 30, 2024 and 2023, and $197,055 and $196,336 for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, the Company did not make cash interest payments in connection with the accrued compensation to the CEO. During the nine months ended September 30, 2023, the Company made interest payments in the amount of $400,000 in connection with the accrued compensation to the CEO.

 

The Company entered into several DE LLC Notes with an entity wholly owned by its CEO and into two Mock Notes with its CEO’s brother. See Note 8 for further discussion.

 
v3.24.3
SEGMENT INFORMATION
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION

NOTE 13 — SEGMENT INFORMATION

 

The Company operates in two reportable segments, Entertainment Publicity and Marketing Segment (“EPM”) and Content Production Segment (“CPD”).

 

•   The Entertainment Publicity and Marketing segment is composed of 42West, The Door, Viewpoint, Shore Fire, The Digital Dept, Special Projects, Always Alpha and Elle. This segment primarily provides clients with diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials. During the nine months ended September 30, 2024, BHI merged into 42West, Be Social and Socialyte merged to become The Digital Dept., and the operations of Viewpoint were ceased.

 

•   The Content Production segment is composed of Dolphin Entertainment and Dolphin Films. This segment engages in the production and distribution of digital content and feature films. The activities of our Content Production segment also include all corporate overhead activities.

 

The profitability measure employed by our chief operating decision maker for allocating resources to operating segments and assessing operating segment performance is operating income (loss) which is the same as Income (loss) from operations on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. Payroll and benefits related expenses include salaries, bonuses, commissions and other incentive related expenses. Legal and professional expenses primarily include professional fees related to financial statement audits, legal, investor relations and other consulting services, which are engaged and managed by each of the segments. Selling, general and administrative expenses include rental expense for properties occupied by corporate office employees. In addition, depreciation and amortization includes depreciation of property, equipment and leasehold improvements and amortization of the customer lists and tradenames. All segments follow the same accounting policies as those described in the Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

In connection with the acquisitions of our wholly owned subsidiaries, the Company assigned $10,808,498 of intangible assets, net of accumulated amortization, $21,622,279 of goodwill, and net of impairment of $6,671,557, as of September 30, 2024 to the EPM segment. Equity method investments during the three and nine months ended September 30, 2023 are included within the EPM segment. There were no equity investments during the three and nine months ended September 30, 2024.

         
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Revenues:            
EPM  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
CPD   —      —      3,421,141    —   
Total  $12,682,437   $10,184,511   $39,367,418   $31,100,867 
                     
Segment Operating Loss:                    
EPM  $(7,088,407)  $1,032,134    (7,538,505)  $(8,142,846)
CPD   (1,066,292)   (3,143,490)   (1,571,118)   (3,985,250)
Total operating loss   (8,154,699)   (2,111,356)   (9,109,623)   (12,128,096)
Interest expense, net   (530,063)   (500,366)   (1,549,285)   (1,103,753)
Other (expense) income, net   (10,000)   —      60,000    (1,444)
Loss before income taxes and equity in losses of unconsolidated affiliates  $(8,694,762)  $(2,611,722)   (10,598,908)  $(13,233,293)

       
   As of
September 30, 2024		  As of
December 31, 2023
Total assets:          
EPM  $52,841,013   $62,908,337 
CPD   4,459,504    3,346,637 
Total  $57,300,517   $66,254,974 

  
v3.24.3
LEASES
 9 Months Ended
Sep. 30, 2024
Leases  
LEASES

NOTE 14 — LEASES

 

The Company and its subsidiaries are party to various office leases with terms expiring at different dates through November 2027. The amortizable life of the right-of-use asset is limited by the expected lease term. Although certain leases include options to extend, the Company did not include these in the right-of-use asset or lease liability calculations because it is not reasonably certain that the options will be executed.

      
Operating Leases  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $3,988,810   $5,469,743 
           
Liabilities          
Current          
Lease liability  $1,758,860   $2,141,240 
           
Noncurrent          
Lease liability  $2,767,090   $3,986,787 
           
Total operating lease liability  $4,525,950   $6,128,027 

  

      
Finance Lease  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $152,175   $129,993 
           
Liabilities          
Current          
Lease liability  $80,727   $50,973 
           
Noncurrent          
Lease liability  $77,436   $81,855 
           
Total finance lease liability  $158,163   $132,828 

 

The tables below show the lease income and expenses recorded in the condensed consolidated statements of operations incurred during the three and nine months ended September 30, 2024 and 2023 for operating and financing leases, respectively.

 

                           
        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Operating lease costs   Selling, general and administrative expenses   $ 693,733     $ 699,983     $ 2,049,925     $ 2,109,576  
Sublease income   Selling, general and administrative expenses     (106,835 )     (109,807 )     (317,918 )     (330,189 )
Net operating lease costs       $ 586,898     $ 590,176     $ 1,732,007     $ 1,779,387  

 

        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Amortization of right-of-use assets   Selling, general and administrative expenses   $ 18,403     $ 10,589     $ 59,385     $ 15,840  
Interest on lease liability   Selling, general and administrative expenses     3,018       2,415       9,814       13,089  
Total finance lease costs       $ 21,421     $ 13,004     $ 69,199     $ 28,929  

 

Lease Payments

 

For the nine months ended September 30, 2024 and 2023, the Company made payments in cash related to its operating leases in the amounts of $2,001,959 and $1,999,745, respectively.

 

Future minimum lease payments for leases for the remainder of 2024 and thereafter, were as follows:

      
Year  Operating Leases  Finance Leases
 2024   $639,194   $22,019 
 2025    1,979,589    88,073 
 2026    1,782,057    54,567 
 2027    719,797    6,111 
 2028    —      —   
 Thereafter    —      —   
 Total lease payments   $5,120,637   $170,770 
 Less: Imputed interest    (594,687)   (12,607)
 Present value of lease liabilities   $4,525,950   $158,163 

 

As of September 30, 2024, the Company’s weighted average remaining lease term on its operating and finance leases is 2.48 years and 2.03 years, respectively, and the Company’s weighted average discount rate is 8.99% and 8.40% related to its operating and finance leases, respectively.

 

 
v3.24.3
COLLABORATIVE ARRANGEMENT
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
COLLABORATIVE ARRANGEMENT

NOTE 15 — COLLABORATIVE ARRANGEMENT

 

IMAX Co-Production Agreement

 

On June 24, 2022, the Company entered into an agreement with IMAX to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy, called The Blue Angels (“Blue Angels Agreement”). IMAX and Dolphin each agreed to fund 50% of the production budget. As of September 30, 2024, we had paid $2,250,000 in connection with this agreement.

 

On April 25, 2023, IMAX entered into the Amazon Agreement for the distribution rights of The Blue Angels. The Amazon Agreement was determined to be entity-customer relationship, and the revenue recognized from the agreement was recorded separately as revenue from a customer. The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.

 

During the nine months ended September 30, 2024, the Company recorded net revenues of $3,421,141 from the Amazon Agreement. On February 22, 2024, the Company received $777,905 from the Amazon Agreement upon delivery of the film by IMAX to Amazon Content Services LLC, the Company’s single performance obligation under the Amazon Agreement. On July 9, 2024, the Company received a second installment from IMAX in the amount of $2,556,452.

 
v3.24.3
SHARE-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION

NOTE 16 — SHARE-BASED COMPENSATION

 

On June 29, 2017, the shareholders of the Company approved the Dolphin Digital Media, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), allowing for 1,000,000 shares to be granted under the 2017 Plan. During the nine months ended September 30, 2024, the Company granted Restricted Stock Units (“RSUs”) to certain employees under the 2017 Plan, as detailed in the table below. During the three months ended September 30, 2024, and the three and nine months ended September 30, 2023, the Company did not issue any awards under the 2017 Plan. The fair value of the RSUs granted is determined using the fair value of the Company’s common stock on the date of the grant, which was $2.88.

 

The RSUs granted under the 2017 Plan to the Company’s employees vest in four equal installments on the following dates: March 15, 2024, June 15, 2024, September 15, 2024 and December 15, 2024. The Company recognized compensation expense for RSUs of $3,725 and $13,248 for the three and nine months ended September 30, 2024, respectively, which is included in payroll and benefits in the condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2024, was inconsequential. There was no share-based compensation under the 2017 Plan recognized for the three and nine months ended September 30, 2023. As of September 30, 2024, unrecognized compensation expense, net of actual forfeitures, related to RSUs of $4,049 is expected to be recognized over a weighted-average period of 0.25 years. No RSUs vested during the three and nine months ended September 30, 2023.

 

The following table sets forth the activity for the RSUs:

      
   Number of
Shares		  Weighted Average
Grant Date
Fair Value
 Outstanding (nonvested), December 31, 2023    —     $—   
 Granted    6,784    2.88 
 Forfeited    (778)   2.88 
 Vested    (4,600)   2.88 
 Outstanding (nonvested), September 30, 2024    1,406   $2.88 

 

 

 
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 17 — COMMITMENTS AND CONTINGENCIES

 

Litigation

 

On June 21, 2024, the Company filed a complaint in Los Angeles County Superior Court against NSL Ventures (“NSL”), the Socialyte seller, and its principals alleging that the defendants breached the Socialyte Purchase Agreement and committed acts of fraud and negligence in connection with that transaction, and that the Company is entitled to monetary damages caused by those acts. On September 16, 2024, Defendants answered the Complaint with a general denial and affirmative defenses. On September 16, 2024, defendant NSL also filed a Cross-complaint against the Company and Social Midco, LLC, alleging a single cause of action for breach of contract. The Company and Social Midco answered the Cross-complaint on October 1, 2024. Trial has been scheduled by the Court for February 2026.The Company is not aware of any other pending litigation as of the date of this report and, therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any other pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows.
v3.24.3
GENERAL (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (“Dolphin Films”), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, Always Alpha, 42West, The Door, Viewpoint Computer Animation, Incorporated (“Viewpoint”), Shore Fire, The Digital Dept. and Special Projects. During the nine months ended September 30, 2024, the Company ceased the operations of Viewpoint. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence.

 

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 30, 2024 and 2023. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

On October 16, 2024, the Company filed an amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida to effect a 1-for-2 reverse stock split (the “Reverse Stock Split”) of the authorized, issued and outstanding shares of the common stock. The Reverse Stock Split was effective as of 12:01 a.m. (Eastern Time) on October 16, 2024 (the “Effective Time”). The par value per share of common stock remains unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share of common stock. All references to common stock or common stock price in these condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.

 
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the estimates in the fair value of acquisitions, estimates in assumptions used to calculate the fair value of certain liabilities and impairment assessments for investment in capitalized production costs, goodwill and long-lived assets. Actual results could differ materially from such estimates.

 
Reclassifications

Reclassifications

 

Certain prior year amounts have been reclassified to conform with the current year presentation.  These reclassifications had no impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. 

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Accounting Guidance Not Yet Adopted

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued new guidance on income tax disclosures (Accounting Standards Update “ASU” 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-09 on the Company’s condensed consolidated financial statements and disclosures.

 

In November 2023, the FASB issued new guidance on segment reporting (ASU 2023-08, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”). The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2023-08 on the Company’s condensed consolidated financial statements and disclosures. 

 
v3.24.3
REVENUE (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of revenue by major customers by reporting segments
            
  

For the Three Months Ended

September 30,

 

For the Nine Months Ended

September 30,

   2024  2023  2024  2023
             
Entertainment publicity and marketing  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
Content production   —      —      3,421,141    —   
Total Revenues  $12,682,437   $10,184,511   $39,367,418   $31,100,867 
Schedule of contract liability with customers
     
    Contract
Liabilities		  
Balance as of December 31, 2023   $ 1,451,709  
Balance as of September 30, 2024     745,489  
Change   $ 706,220  
Schedule of contract liability with customers
            
   Three Months Ended
September 30,		  Nine Months Ended
September 30,
    2024    2023    2024    2023 
                     
Amounts included in the beginning of year contract liability balance  $86,167   $110,834   $1,192,244   $1,280,985 

 
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets
                  
   September 30, 2024  December 31, 2023
    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		    Gross
Carrying
Amount		    Accumulated
Amortization		    Net
Carrying
Amount		 
Intangible assets subject to amortization:                              
Customer relationships  $17,592,387   $8,749,639   $8,842,748   $16,512,387   $7,445,973   $9,066,414 
Trademarks and trade names   5,128,583    3,162,833    1,965,750    4,928,583    2,785,333    2,143,250 
Non-compete agreements   690,000    690,000    —      690,000    690,000    —   
   $23,410,970   $12,602,472   $10,808,498   $22,130,970   $10,921,306   $11,209,664 
Schedule of amortization expense
       
  2024     $ 1,010,706  
  2025       2,290,418  
  2026       2,091,505  
  2027       1,406,262  
  2028       1,064,106  
  Thereafter       2,945,501  
        $ 10,808,498  
v3.24.3
ACQUISITIONS (Tables)
 9 Months Ended
Sep. 30, 2024
Business Acquisition [Line Items]  
Schedule of Business acquisition, pro forma information, nonrecurring adjustments
         
   Nine Months Ended September 30, 2024  Three Months Ended September 30, 2023  Nine Months Ended September 30, 2023
Revenue  $42,012,636   $14,573,975   $40,228,563 
Net Loss  $(10,423,526)  $(3,918,194)  $(14,041,056)
Elle Communications LLC [Member]  
Business Acquisition [Line Items]  
Schedule of consideration transferred
     
Cash paid to sellers at closing   $ 1,863,000  
Working capital and excess cash adjustment     744,970  
Fair value of common stock issued to the Elle Seller     1,768,792  
Contingent consideration     436,000  
Fair value of the consideration transferred   $ 4,812,762  
Schedule of assets acquired and liabilities assumed
   
   July 15, 2024
Cash  $676,223 
Accounts receivable   357,570 
Intangibles   1,280,000 
Total identifiable assets acquired   2,313,793 
      
Accounts payable   (4,483)
Accrued expenses and other current liabilities   (388,613)
Total liabilities assumed   (393,096)
Net identifiable assets acquired   1,920,697 
Goodwill   2,892,065 
Fair value of the consideration transferred  $4,812,762 
Special Projects Media LLC [Member]  
Business Acquisition [Line Items]  
Schedule of consideration transferred
     
Cash paid to sellers at closing   $ 5,000,000  
Working capital and excess cash adjustment     886,077  
Fair value of common stock issued to the Special Projects Sellers     4,525,000  
Fair value of the consideration transferred   $ 10,411,077  
Schedule of assets acquired and liabilities assumed
         
   October 2, 2023
(As initially reported)		  Measurement Period Adjustments (1)  September 30, 2024
(As adjusted)
Cash  $521,821   $—     $521,821 
Accounts receivable   1,155,871    —      1,155,871 
Other current assets   11,338    —      11,338 
Right-of-use asset   90,803    —      90,803 
Other assets   30,453    —      30,453 
Intangibles   3,740,000    —      3,740,000 
Total identifiable assets acquired   5,550,286    —      5,550,286 
                
Accounts payable   (764,641)   —      (764,641)
Accrued expenses and other current liabilities   (15,000)   —      (15,000)
Lease liability   (90,803)   —      (90,803)
Deferred revenue   (30,000)   —      (30,000)
Total liabilities assumed   (900,444)   —      (900,444)
Net identifiable assets acquired   4,649,842         4,649,842 
Goodwill   5,579,547    181,688    5,761,235 
Fair value of the consideration transferred  $10,229,389   $181,688   $10,411,077 

 

  (1) On May 14, 2024, the Company entered into an agreement with the sellers of Special Projects to amend the Special Projects Purchase Agreement to revise the working capital mechanism to provide that the working capital surplus, as defined in the Special Projects Purchase Agreement, plus a ten percent premium be paid to the sellers of Special Projects by issuing 714,578 shares of its common stock on May 15, 2024. The adjustment resulted in an increase to the purchase price and an increase to goodwill.

v3.24.3
OTHER CURRENT LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Schedule of other liabilities
               
    September 30, 2024     December 31, 2023  
Accrued funding under Max Steel production agreement   $ 620,000     $ 620,000  
Accrued audit, legal and other professional fees     239,301       310,797  
Accrued commissions     354,202       697,106  
Accrued bonuses     864,112       971,276  
Talent liability     6,020,146       2,983,577  
Accumulated customer deposits     1,457,101       432,552  
Accrued interest     301,841       —  
Other     890,959       1,678,806  
 Other current liabilities   $ 10,747,662     $ 7,694,114  
v3.24.3
DEBT (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of debt
      
Debt Type  September 30,
2024		  December 31,
2023
Convertible notes payable  $5,100,000   $5,100,000 
Convertible note payable - fair value option   300,000    355,000 
Non-convertible promissory notes   3,880,000    3,880,000 
Non-convertible promissory notes – Socialyte   3,000,000    3,000,000 
Loans from related party   3,217,873    1,107,873 
Revolving line of credit   400,000    400,000 
Term loan, net of debt issuance costs   4,755,385    5,482,614 
Total debt  $20,653,258   $19,325,487 
Less current portion of debt   (4,945,151)   (4,880,651)
Noncurrent portion of debt  $15,708,107   $14,444,836 
Schedule of future annual contractual principal payment commitments of debt
                     
Debt Type  Maturity Date  2024  2025  2026  2027  2028  Thereafter
Convertible notes payable  Between October 2026 and March 2030  $—     $—     $1,750,000   $3,350,000   $—     $500,000 
Non-convertible promissory notes  Between November 2024 and March 2029   500,000    750,000    —      —      2,215,000    415,000 
Non-convertible promissory notes - Socialyte  September 2023 (A)   3,000,000    —      —      —      —      —   
Revolving line of credit  October 2, 2025 (mandatory 30-day annual clearing of the line of credit balance)   —      400,000    —      —      —      —   
Term loan  September 2028   257,627    1,083,866    1,176,307    1,276,631    1,028,244    —   
Loans from related party  Between December 2026 and June 2029   —      —      1,107,873    —      —      2,110,000 
      $3,757,627   $2,233,866   $4,034,180   $4,626,631   $3,243,244   $3,025,000 

 

  (A) As discussed below, The Socialyte Purchase Agreement (as defined below) allows the Company to offset a working capital deficit against the Socialyte Promissory Note (as defined below). As such, the Company deferred the installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte.
v3.24.3
FAIR VALUE MEASUREMENTS (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of consolidated financial instruments
               
   Level in  September 30, 2024  December 31, 2023
   Fair Value  Carrying  Fair  Carrying  Fair
   Hierarchy  Amount  Value  Amount  Value
Assets:               
Cash and cash equivalents   1   $5,659,883   $5,659,883   $6,432,731   $6,432,731 
Restricted cash   1    925,004    925,004    1,127,960    1,127,960 
                          
Liabilities:                         
Convertible notes payable   3   $5,100,000   $4,824,000   $5,100,000   $4,875,000 
Convertible note payable at fair value   3    300,000    300,000    355,000    355,000 
Contingent consideration   3    436,000    436,000           
Warrant liability   3    —      —      5,000    5,000 
Schedule of convertible notes payable
               
      September 30, 2024  December 31, 2023
   Level  Carrying Amount  Fair Value  Carrying Amount  Fair Value
                
10% convertible notes due in October 2026   3   $800,000   $763,000   $800,000   $817,000 
10% convertible notes due in November 2026   3    300,000    286,000    300,000   $285,000 
10% convertible notes due in December 2026   3    650,000    616,000    650,000   $649,000 
10% convertible notes due in January 2027   3    800,000    804,000    800,000   $821,000 
10% convertible notes due in June 2027   3    150,000    141,000    150,000    140,000 
10% convertible notes due in August 2027   3    2,000,000    1,848,000    2,000,000   $1,808,000 
10% convertible notes due in September 2027   3    400,000    366,000    400,000   $355,000 
        $5,100,000   $4,824,000   $5,100,000   $4,875,000 
Schedule of fair value of the convertible notes
      
Fair Value Assumption – Convertible Debt  September 30, 2024  December 31, 2023
Stock Price  $1.26   $3.42 
Minimum Conversion Price  $2.00 – 5.00   $4.00 – 5.00 
Annual Asset Volatility Estimate   70%   80%
Risk Free Discount Rate   3.58 % - 3.66%   3.95% - 5.01%
Schedule of estimated fair value
   
   March 4th Note
Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2023  $355,000 
Gain on the change in fair value reported in the condensed consolidated statements of operations   (55,000)
Ending fair value balance reported on the condensed consolidated balance sheet at September 30, 2024  $300,000 
Schedule of estimated fair value of assumptions
      
   September 30, 2024  December 31, 2023
Face value principal payable  $500,000   $500,000 
Original conversion price  $7.82   $7.82 
Value of common stock  $1.26   $3.42 
Expected term (years)   5.43    3.42 
Volatility   90%   90%
Risk free rate   3.60%   4.41%
v3.24.3
LOSS PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2024
Loss per share:  
Schedule of computation of basic and diluted loss per share
            
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Numerator            
Net loss  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
Net income attributable to participating securities   —      —      —      —   
Net loss attributable to Dolphin Entertainment common stock shareholders and numerator for basic loss per share   (8,692,389)   (3,863,328)   (10,643,614)   (14,791,892)
Change in fair value of convertible notes payable   —      —      —      —   
Interest expense   —      —      —      —   
Numerator for diluted loss per share  $(8,692,389)  $(3,863,328)  $(10,643,614)  $(14,791,892)
                     
Denominator                    
Denominator for basic EPS - weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
Effect of dilutive securities:                    
Convertible notes payable   —      —      —      —   
Denominator for diluted EPS - adjusted weighted-average shares   10,930,286    7,060,638    9,964,607    6,664,069 
                     
Basic loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)
Diluted loss per share  $(0.80)  $(0.55)  $(1.07)  $(2.22)
v3.24.3
SEGMENT INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of revenue and assets by segment
         
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   2024  2023  2024  2023
Revenues:            
EPM  $12,682,437   $10,184,511   $35,946,277   $31,100,867 
CPD   —      —      3,421,141    —   
Total  $12,682,437   $10,184,511   $39,367,418   $31,100,867 
                     
Segment Operating Loss:                    
EPM  $(7,088,407)  $1,032,134    (7,538,505)  $(8,142,846)
CPD   (1,066,292)   (3,143,490)   (1,571,118)   (3,985,250)
Total operating loss   (8,154,699)   (2,111,356)   (9,109,623)   (12,128,096)
Interest expense, net   (530,063)   (500,366)   (1,549,285)   (1,103,753)
Other (expense) income, net   (10,000)   —      60,000    (1,444)
Loss before income taxes and equity in losses of unconsolidated affiliates  $(8,694,762)  $(2,611,722)   (10,598,908)  $(13,233,293)

       
   As of
September 30, 2024		  As of
December 31, 2023
Total assets:          
EPM  $52,841,013   $62,908,337 
CPD   4,459,504    3,346,637 
Total  $57,300,517   $66,254,974 
v3.24.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2024
Leases  
Schedule of right of use asset or lease liability calculations
      
Operating Leases  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $3,988,810   $5,469,743 
           
Liabilities          
Current          
Lease liability  $1,758,860   $2,141,240 
           
Noncurrent          
Lease liability  $2,767,090   $3,986,787 
           
Total operating lease liability  $4,525,950   $6,128,027 
Schedule of finance lease
      
Finance Lease  As of
September 30, 2024		  As of
December 31, 2023
Assets          
Right-of-use asset  $152,175   $129,993 
           
Liabilities          
Current          
Lease liability  $80,727   $50,973 
           
Noncurrent          
Lease liability  $77,436   $81,855 
           
Total finance lease liability  $158,163   $132,828 
Schedule of lease income and expenses
                           
        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Operating lease costs   Selling, general and administrative expenses   $ 693,733     $ 699,983     $ 2,049,925     $ 2,109,576  
Sublease income   Selling, general and administrative expenses     (106,835 )     (109,807 )     (317,918 )     (330,189 )
Net operating lease costs       $ 586,898     $ 590,176     $ 1,732,007     $ 1,779,387  

 

        Three Months Ended September 30,    

Nine Months Ended

September 30,

  
Lease costs   Classification   2024     2023     2024     2023  
Amortization of right-of-use assets   Selling, general and administrative expenses   $ 18,403     $ 10,589     $ 59,385     $ 15,840  
Interest on lease liability   Selling, general and administrative expenses     3,018       2,415       9,814       13,089  
Total finance lease costs       $ 21,421     $ 13,004     $ 69,199     $ 28,929  
Schedule of future minimum payments under operating lease agreements
      
Year  Operating Leases  Finance Leases
 2024   $639,194   $22,019 
 2025    1,979,589    88,073 
 2026    1,782,057    54,567 
 2027    719,797    6,111 
 2028    —      —   
 Thereafter    —      —   
 Total lease payments   $5,120,637   $170,770 
 Less: Imputed interest    (594,687)   (12,607)
 Present value of lease liabilities   $4,525,950   $158,163 
v3.24.3
SHARE-BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of RSUs
      
   Number of
Shares		  Weighted Average
Grant Date
Fair Value
 Outstanding (nonvested), December 31, 2023    —     $—   
 Granted    6,784    2.88 
 Forfeited    (778)   2.88 
 Vested    (4,600)   2.88 
 Outstanding (nonvested), September 30, 2024    1,406   $2.88 
v3.24.3
GENERAL (Details Narrative)
 1 Months Ended
Oct. 16, 2024
Accounting Policies [Abstract]  
Reverse stock split 1-for-2 reverse stock split
v3.24.3
REVENUE (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total Revenues $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867
Entertainment Publicity and Marketing [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenues 12,682,437 10,184,511 35,946,277 31,100,867
Content Productions [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenues $ 3,421,141
v3.24.3
REVENUE (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract liability $ 745,489 $ 1,451,709
Changes in contracts liability $ 706,220  
v3.24.3
REVENUE (Details 2) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]        
Amounts included in the beginning of year contract liability balance $ 86,167 $ 110,834 $ 1,192,244 $ 1,280,985
v3.24.3
REVENUE (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total Revenues $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867
Content Productions [Member]        
Disaggregation of Revenue [Line Items]        
Total Revenues $ 3,421,141
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 23,410,970 $ 22,130,970
Accumulated Amortization 12,602,472 10,921,306
Net Carrying Amount 10,808,498 11,209,664
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 17,592,387 16,512,387
Accumulated Amortization 8,749,639 7,445,973
Net Carrying Amount 8,842,748 9,066,414
Trademarks and Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 5,128,583 4,928,583
Accumulated Amortization 3,162,833 2,785,333
Net Carrying Amount 1,965,750 2,143,250
Noncompete Agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 690,000 690,000
Accumulated Amortization 690,000 690,000
Net Carrying Amount
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 1,010,706  
2025 2,290,418  
2026 2,091,505  
2027 1,406,262  
2028 1,064,106  
Thereafter 2,945,501  
Finite-lived intangible assets, net $ 10,808,498 $ 11,209,664
v3.24.3
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill $ 21,622,279   $ 21,622,279   $ 25,220,085
Goodwill impaired     190,565    
Amortization expense $ 619,472 $ 503,357 $ 1,681,166 $ 1,512,554  
v3.24.3
ACQUISITIONS (Details) - Special Projects Media LLC [Member] - USD ($)
Jul. 15, 2024
Oct. 02, 2023
Business Acquisition [Line Items]    
Cash paid to sellers at closing $ 1,863,000 $ 5,000,000
Working capital and excess cash adjustment 744,970 886,077
Fair value of common stock issued to the Elle Seller 1,768,792 4,525,000
Contingent consideration 436,000  
Fair value of the consideration transferred $ 4,812,762 $ 10,411,077
v3.24.3
ACQUISITIONS (Details 1) - USD ($)
Sep. 30, 2024
Jul. 15, 2024
Dec. 31, 2023
Oct. 02, 2023
Business Acquisition [Line Items]        
Goodwill $ 21,622,279   $ 25,220,085  
Special Projects Media LLC [Member]        
Business Acquisition [Line Items]        
Cash 521,821      
Accounts receivable 1,155,871      
Intangibles 3,740,000      
Total identifiable assets acquired 5,550,286      
Accounts payable (764,641)      
Accrued expenses and other current liabilities (15,000)      
Total liabilities assumed (900,444)      
Net identifiable assets acquired 4,649,842      
Goodwill 5,761,235      
Fair value of the consideration transferred $ 10,411,077      
Special Projects Media LLC [Member] | Previously Reported [Member]        
Business Acquisition [Line Items]        
Cash   $ 676,223   $ 521,821
Accounts receivable   357,570   1,155,871
Intangibles   1,280,000   3,740,000
Total identifiable assets acquired   2,313,793   5,550,286
Accounts payable   (4,483)   (764,641)
Accrued expenses and other current liabilities   (388,613)   (15,000)
Total liabilities assumed   (393,096)   (900,444)
Net identifiable assets acquired   1,920,697   4,649,842
Goodwill   2,892,065   5,579,547
Fair value of the consideration transferred   $ 4,812,762   $ 10,229,389
v3.24.3
ACQUISITIONS (Details 2) - Special Projects Media LLC [Member] - USD ($)
Jul. 15, 2024
Oct. 02, 2023
Business Acquisition [Line Items]    
Cash paid to sellers at closing $ 1,863,000 $ 5,000,000
Working capital and excess cash adjustment 744,970 886,077
Fair value of common stock issued to the Special Projects Sellers 1,768,792 4,525,000
Fair value of the consideration transferred $ 4,812,762 $ 10,411,077
v3.24.3
ACQUISITIONS (Details 3) - USD ($)
Sep. 30, 2024
Jul. 15, 2024
Dec. 31, 2023
Oct. 02, 2023
Business Acquisition [Line Items]        
Goodwill $ 21,622,279   $ 25,220,085  
Special Projects Media LLC [Member]        
Business Acquisition [Line Items]        
Cash 521,821      
Accounts receivable 1,155,871      
Other current assets 11,338      
Right-of-use asset 90,803      
Other assets 30,453      
Intangibles 3,740,000      
Total identifiable assets acquired 5,550,286      
Accounts payable (764,641)      
Accrued expenses and other current liabilities (15,000)      
Lease liability (90,803)      
Deferred revenue (30,000)      
Total liabilities assumed (900,444)      
Net identifiable assets acquired 4,649,842      
Goodwill 5,761,235      
Fair value of the consideration transferred 10,411,077      
Special Projects Media LLC [Member] | Previously Reported [Member]        
Business Acquisition [Line Items]        
Cash   $ 676,223   $ 521,821
Accounts receivable   357,570   1,155,871
Other current assets       11,338
Right-of-use asset       90,803
Other assets       30,453
Intangibles   1,280,000   3,740,000
Total identifiable assets acquired   2,313,793   5,550,286
Accounts payable   (4,483)   (764,641)
Accrued expenses and other current liabilities   (388,613)   (15,000)
Lease liability       (90,803)
Deferred revenue       (30,000)
Total liabilities assumed   (393,096)   (900,444)
Net identifiable assets acquired   1,920,697   4,649,842
Goodwill   2,892,065   5,579,547
Fair value of the consideration transferred   $ 4,812,762   $ 10,229,389
Special Projects Media LLC [Member] | Revision of Prior Period, Adjustment [Member]        
Business Acquisition [Line Items]        
Cash [1]      
Accounts receivable [1]      
Other current assets [1]      
Right-of-use asset [1]      
Other assets [1]      
Intangibles [1]      
Total identifiable assets acquired [1]      
Accounts payable [1]      
Accrued expenses and other current liabilities [1]      
Lease liability [1]      
Deferred revenue [1]      
Total liabilities assumed [1]      
Goodwill [1] 181,688      
Fair value of the consideration transferred [1] $ 181,688      
[1] On May 14, 2024, the Company entered into an agreement with the sellers of Special Projects to amend the Special Projects Purchase Agreement to revise the working capital mechanism to provide that the working capital surplus, as defined in the Special Projects Purchase Agreement, plus a ten percent premium be paid to the sellers of Special Projects by issuing 714,578 shares of its common stock on May 15, 2024. The adjustment resulted in an increase to the purchase price and an increase to goodwill.
v3.24.3
ACQUISITIONS (Details 4) - Special Projects Media LLC [Member] - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Business Acquisition [Line Items]      
Revenue $ 14,573,975 $ 42,012,636 $ 40,228,563
Net Loss $ (3,918,194) $ (10,423,526) $ (14,041,056)
v3.24.3
ACQUISITIONS (Details Narrative) - USD ($)
 9 Months Ended
Jul. 15, 2024
May 15, 2024
Oct. 02, 2023
Sep. 30, 2023
Special Projects Media LLC [Member]        
Business Acquisition [Line Items]        
Cash paid to sellers at closing $ 1,863,000   $ 5,000,000  
Common stock issued 961,300      
Contingent consideration $ 436,000      
Pro forma description       The pro forma amounts for 2023 have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect (a) the amortization that would have been charged, assuming the intangible assets resulting from the acquisition had been recorded on January 1, 2023, (b) include interest expense on the BKU Term Loan (see Note 7) in the amount of $56,070 and $175,908 for the three and nine months ended September 30, 2023, respectively, and (c) eliminate $132,000 and $340,610 of revenue and expenses related to work performed by Special Projects for Dolphin
Socialyte Seller [Member]        
Business Acquisition [Line Items]        
Payment to seller     $ 5,000,000  
Number of shares issued   714,578 2,500,000  
v3.24.3
NOTES RECEIVABLE (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Aug. 09, 2024
Jul. 15, 2024
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Unsecured convertible promissory notes $ 1,135,000 $ 1,135,000 $ 135,000 $ 110,000
Write-off of notes receivable   $ 1,270,000    
Midnight Theatre Notes [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Payment of notes receivable $ 110,000      
v3.24.3
OTHER CURRENT LIABILITIES (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued funding under Max Steel production agreement $ 620,000 $ 620,000
Accrued audit, legal and other professional fees 239,301 310,797
Accrued commissions 354,202 697,106
Accrued bonuses 864,112 971,276
Talent liability 6,020,146 2,983,577
Accumulated customer deposits 1,457,101 432,552
Accrued interest 301,841
Other 890,959 1,678,806
 Other current liabilities $ 10,747,662 $ 7,694,114
v3.24.3
DEBT (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Convertible notes payable $ 5,100,000 $ 5,100,000
Convertible note payable - fair value option 300,000 355,000
Non-convertible promissory notes 3,880,000 3,880,000
Non-convertible promissory notes – Socialyte 3,000,000 3,000,000
Loans from related party 3,217,873 1,107,873
Revolving line of credit 400,000 400,000
Term loan, net of debt issuance costs 4,755,385 5,482,614
Total debt 20,653,258 19,325,487
Less current portion of debt (4,945,151) (4,880,651)
Noncurrent portion of debt $ 15,708,107 $ 14,444,836
v3.24.3
DEBT (Details 1)
 9 Months Ended
Sep. 30, 2024
USD ($)
Debt Instrument [Line Items]  
2024 $ 3,757,627
2025 2,233,866
2026 4,034,180
2027 4,626,631
2028 3,243,244
Thereafter $ 3,025,000
Convertible Notes Payable [Member]  
Debt Instrument [Line Items]  
Maturity Date Between October 2026 and March 2030
2024
2025
2026 1,750,000
2027 3,350,000
2028
Thereafter $ 500,000
Nonconvertible Promissory Notes [Member]  
Debt Instrument [Line Items]  
Maturity Date Between November 2024 and March 2029
2024 $ 500,000
2025 750,000
2026
2027
2028 2,215,000
Thereafter $ 415,000
Nonconvertible Promissory Notes Socialyte [Member]  
Debt Instrument [Line Items]  
Maturity Date September 2023 [1]
2024 $ 3,000,000 [1]
2025 [1]
2026 [1]
2027 [1]
2028 [1]
Thereafter [1]
Revolving Line Of Credit [Member]  
Debt Instrument [Line Items]  
Maturity Date October 2, 2025 (mandatory 30-day annual clearing of the line of credit balance)
2024
2025 400,000
2026
2027
2028
Thereafter
Term Loan [Member]  
Debt Instrument [Line Items]  
Maturity Date September 2028
2024 $ 257,627
2025 1,083,866
2026 1,176,307
2027 1,276,631
2028 1,028,244
Thereafter
Loan From Related Party [Member]  
Debt Instrument [Line Items]  
Maturity Date Between December 2026 and June 2029
2024
2025
2026 1,107,873
2027
2028
Thereafter $ 2,110,000
[1] As discussed below, The Socialyte Purchase Agreement (as defined below) allows the Company to offset a working capital deficit against the Socialyte Promissory Note (as defined below). As such, the Company deferred the installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte.
v3.24.3
DEBT (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Aug. 27, 2024
Short-Term Debt [Line Items]                
Interest rate         10.00%      
Share price     $ 2.00   $ 2.00      
Gain (loss) on fair value     $ 10,000 $ 0 $ 55,000 $ 6,444    
Interest expense     533,454 604,669 1,559,276 1,413,177    
Proceeds from unsecured promissory note         2,630,000    
Current liabilities     24,805,764   24,805,764   $ 27,454,045  
Interest payment     80,972 27,621 $ 195,853 82,863    
Bank united loan description         the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv.      
Minimum deposit amount     1,500,000   $ 1,500,000      
Line of credit               $ 400,000
Repayment of line of credit         400,000      
Two Payments [Member]                
Short-Term Debt [Line Items]                
Socialyte promissory note amount $ 1,500,000 $ 1,500,000            
Convertible Notes Payable [Member]                
Short-Term Debt [Line Items]                
Interest expense     127,500 128,750 382,750 414,880    
Interest payments         382,750 413,764    
Interest expense     9,863 9,863 29,589 29,589    
Cash interest payments         29,589 29,589    
Convertible Debt [Member]                
Short-Term Debt [Line Items]                
Noncurrent liabilities     300,000   300,000   355,000  
Non Convertible Notes Payable [Member]                
Short-Term Debt [Line Items]                
Proceeds from unsecured promissory note         3,880,000      
Net of debt discount recorded as current liability     900,000   900,000   500,000  
Current liabilities     2,980,000   2,980,000   3,380,000  
Interest expense related to promissory notes     97,000 93,142 291,000 238,195    
Interest payment         291,000 215,111    
Nonconvertible Unsecured Promissory Note [Member]                
Short-Term Debt [Line Items]                
Interest expense related to promissory notes     $ 30,000 $ 30,000 $ 90,000 $ 95,000    
Two Convertible Notes [Member]                
Short-Term Debt [Line Items]                
Conversion price     $ 5.00   $ 5.00      
Convertible Promissory Notes [Member]                
Short-Term Debt [Line Items]                
Debt conversion, principal         $ 5,100,000   $ 5,100,000  
v3.24.3
LOANS FROM RELATED PARTY (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Jun. 10, 2024
May 28, 2024
Apr. 29, 2024
Jan. 16, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]                  
Debt interest rate             10.00%    
Accrued interest amounted         $ 301,841   $ 301,841  
Cash interest payment         200,000   200,000    
Interest expenses related party         80,972 $ 27,621 195,853 $ 82,863  
Donald Scott Mock [Member]                  
Debt Instrument [Line Items]                  
Debt maturity date   May 28, 2029   Jan. 16, 2029          
Debt interest rate   10.00%   10.00%          
Non convertible promissory note   $ 75,000   $ 900,000          
Received amount   $ 975,000   $ 975,000          
Accrued interest             66,042    
Nonconvertible Promissory Notes [Member]                  
Debt Instrument [Line Items]                  
Principal balance $ 135,000   $ 1,000,000   1,107,873   $ 1,107,873    
Debt maturity date Jun. 10, 2029   Apr. 29, 2029       Dec. 31, 2026    
Debt interest rate 10.00%   10.00%       10.00%    
Notes Payable, Other Payables [Member]                  
Debt Instrument [Line Items]                  
Principal balance         2,242,873   $ 2,242,873   1,107,873
Accrued interest amounted         $ 207,235   $ 207,235   $ 277,423
v3.24.3
FAIR VALUE MEASUREMENTS (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Investments [Line Items]    
Carrying amount $ 4,755,385 $ 5,482,614
Convertible Notes Payable [Member]    
Schedule of Investments [Line Items]    
Carrying amount 5,100,000 5,100,000
Fair value 4,824,000 4,875,000
Convertible Notes Payable At Fair Value [Member]    
Schedule of Investments [Line Items]    
Carrying amount 300,000 355,000
Fair value 300,000 355,000
Contingent Consideration [Member]    
Schedule of Investments [Line Items]    
Carrying amount 436,000  
Fair value 436,000  
Warrant Liability [Member]    
Schedule of Investments [Line Items]    
Carrying amount 5,000
Fair value 5,000
Cash and Cash Equivalents [Member]    
Schedule of Investments [Line Items]    
Carrying amount 5,659,883 6,432,731
Fair value 5,659,883 6,432,731
Restricted Cash [Member]    
Schedule of Investments [Line Items]    
Carrying amount 925,004 1,127,960
Fair value $ 925,004 $ 1,127,960
v3.24.3
FAIR VALUE MEASUREMENTS (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Net Carrying Amount $ 5,100,000 $ 5,100,000
Fair Value Amount 4,824,000 4,875,000
October 2026 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 800,000 800,000
Fair Value Amount 763,000 817,000
November 2026 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 300,000 300,000
Fair Value Amount 286,000 285,000
December 2026 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 650,000 650,000
Fair Value Amount 616,000 649,000
January 2027 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 800,000 800,000
Fair Value Amount 804,000 821,000
June 2027 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 150,000 150,000
Fair Value Amount 141,000 140,000
August 2027 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 2,000,000 2,000,000
Fair Value Amount 1,848,000 1,808,000
September 2027 [Member]    
Short-Term Debt [Line Items]    
Net Carrying Amount 400,000 400,000
Fair Value Amount $ 366,000 $ 355,000
v3.24.3
FAIR VALUE MEASUREMENTS (Details 2) - Monte Carlo Simulation [Member] - $ / shares
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Stock Price $ 1.26 $ 3.42
Annual asset volatility estimate 70.00% 80.00%
Minimum [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Minimum conversion price $ 2.00 $ 4.00
Risk free discount rate 3.58% 3.95%
Maximum [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Minimum conversion price $ 5.00 $ 5.00
Risk free discount rate 3.66% 5.01%
v3.24.3
FAIR VALUE MEASUREMENTS (Details 3)
 9 Months Ended
Sep. 30, 2024
USD ($)
Fair Value Disclosures [Abstract]  
Beginning balance $ 355,000
(Gain) Loss on the change in fair value reported in the condensed consolidated statements of operations (55,000)
Ending balance $ 300,000
v3.24.3
FAIR VALUE MEASUREMENTS (Details 4) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Expected term (years) 5 years 5 months 4 days 3 years 5 months 1 day
Convertible Debt [Member]    
Short-Term Debt [Line Items]    
Face value principal payable $ 500,000 $ 500,000
Original conversion price $ 7.82 $ 7.82
Value of common stock $ 1.26 $ 3.42
Volatility 90.00% 90.00%
Risk free rate 3.60% 4.41%
v3.24.3
FAIR VALUE MEASUREMENTS (Details Narrative)
 9 Months Ended
Sep. 30, 2024
USD ($)
shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Face value $ 500,000
Warrants exercisable | shares 10,000
Contingent Consideration [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Aggregate principal amount $ 5,100,000
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 10, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Share of common stock sale   0   475,000  
Proceeds from issuance of common stock       $ 1,185,300  
Lincoln Park Transaction [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Shares available to purchase per agreement, value $ 25,000,000        
Share of common stock sale     150,000   575,000
Proceeds from issuance of common stock     $ 550,850   $ 2,162,150
Lincoln Park Transaction [Member] | Minimum [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Shares issued price per share   $ 2.14 $ 3.31 $ 2.14 $ 3.31
Lincoln Park Transaction [Member] | Maximum [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Shares issued price per share   $ 3.06 $ 4.54 $ 3.06 $ 4.54
v3.24.3
LOSS PER SHARE (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Loss per share:        
Net loss $ (8,692,389) $ (3,863,328) $ (10,643,614) $ (14,791,892)
Net income attributable to participating securities
Net loss attributable to Dolphin Entertainment common stock shareholders and numerator for basic loss per share (8,692,389) (3,863,328) (10,643,614) (14,791,892)
Change in fair value of convertible notes payable
Interest expense
Numerator for diluted loss per share $ (8,692,389) $ (3,863,328) $ (10,643,614) $ (14,791,892)
Denominator for basic EPS - weighted-average shares 10,930,286 7,060,638 9,964,607 6,664,069
Convertible notes payable
Denominator for diluted EPS - adjusted weighted-average shares 10,930,286 7,060,638 9,964,607 6,664,069
Basic loss per share $ (0.80) $ (0.55) $ (1.07) $ (2.22)
Diluted loss per share $ (0.80) $ (0.55) $ (1.07) $ (2.22)
v3.24.3
LOSS PER SHARE (Details Narrative) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Common stock excercise warrant shares 10,000   10,000  
Common Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock issued upon conversion, shares 3,427,514 1,441,880 2,376,531 1,282,820
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Dec. 31, 2012
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]            
Interest expense   $ 66,164 $ 66,164 $ 197,055 $ 196,336  
Interest paid related to accrued compensation         $ 400,000  
Chief Executive Officer [Member]            
Related Party Transaction [Line Items]            
Signing bonus owed to related party per signed agreement $ 1,000,000          
Base salary $ 1,625,000          
Interest rate 10.00%          
Accrued Salaries   2,625,000   2,625,000   $ 2,625,000
Accrued interest and liabilities   $ 1,637,641   $ 1,637,641   $ 1,440,586
v3.24.3
SEGMENT INFORMATION (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue from External Customer [Line Items]          
Revenue $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867  
Total operating income (loss) (8,154,699) (2,111,356) (9,109,623) (12,128,096)  
Interest expense (530,063) (500,366) (1,549,285) (1,103,753)  
Other (expense) income, net (10,000) 60,000 (1,444)  
Loss before income taxes and equity in losses of unconsolidated affiliates (8,694,762) (2,611,722) (10,598,908) (13,233,293)  
Total assets 57,300,517   57,300,517   $ 66,254,974
EPM [Member]          
Revenue from External Customer [Line Items]          
Revenue 12,682,437 10,184,511 35,946,277 31,100,867  
Total operating income (loss) (7,088,407) 1,032,134 (7,538,505) (8,142,846)  
Total assets 52,841,013   52,841,013   62,908,337
CPD [Member]          
Revenue from External Customer [Line Items]          
Revenue 3,421,141  
Total operating income (loss) (1,066,292) $ (3,143,490) (1,571,118) $ (3,985,250)  
Total assets $ 4,459,504   $ 4,459,504   $ 3,346,637
v3.24.3
SEGMENT INFORMATION (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Net accumulated amortization $ 12,602,472 $ 10,921,306
Forty Second West Door and Viewpoint Shore Media [Member]    
Restructuring Cost and Reserve [Line Items]    
Intangible assets 10,808,498  
Net accumulated amortization $ 21,622,279  
v3.24.3
LEASES (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Assets    
Right-of-use asset $ 3,988,810 $ 5,469,743
Current    
Lease liability 1,758,860 2,141,240
Noncurrent    
Lease liability 2,767,090 3,986,787
Total operating lease liability $ 4,525,950 $ 6,128,027
v3.24.3
LEASES (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Assets    
Right-of-use asset $ 152,175 $ 129,993
Current    
Lease liability 80,727 50,973
Noncurrent    
Lease liability 77,436 81,855
Total finance lease liability $ 158,163 $ 132,828
v3.24.3
LEASES (Details 2) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net operating lease costs $ 586,898 $ 590,176 $ 1,732,007 $ 1,779,387
Total finance lease costs 21,421 13,004 69,199 28,929
Selling, General and Administrative Expenses [Member]        
Operating lease costs 693,733 699,983 2,049,925 2,109,576
Sublease income (106,835) (109,807) (317,918) (330,189)
Amortization of right-of-use assets 18,403 10,589 59,385 15,840
Interest on lease liability $ 3,018 $ 2,415 $ 9,814 $ 13,089
v3.24.3
LEASES (Details 3) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Present value of lease liabilities, operating leases $ 4,525,950 $ 6,128,027
Present value of lease liabilities, finance leases 158,163 $ 132,828
Property subject to finance lease [Member]    
2024 22,019  
2025 88,073  
2026 54,567  
2027 6,111  
2028  
Thereafter  
Total lease payments 170,770  
Less: Imputed interest (12,607)  
Property Subject to Operating Lease [Member]    
2024 639,194  
2025 1,979,589  
2026 1,782,057  
2027 719,797  
2028  
Thereafter  
Total lease payments 5,120,637  
Less: Imputed interest $ (594,687)  
v3.24.3
LEASES (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases    
Operating lease payment $ 2,001,959 $ 1,999,745
Operating lease term 2 years 5 months 23 days  
Finance lease term 2 years 10 days  
Lease operating discount rate 8.99%  
Finance lease discount rate 8.40%  
v3.24.3
COLLABORATIVE ARRANGEMENT (Details Narrative) - Amazon Content Services [Member] - USD ($)
 1 Months Ended 9 Months Ended
Jul. 09, 2024
Feb. 22, 2024
Sep. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Net revenue     $ 3,421,141
IMAX [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Company received amount $ 2,556,452 $ 777,905  
v3.24.3
SHARE-BASED COMPENSATION (Details)
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Number of shares outstanding, beginning | shares
Weiighted average grant date fair value, beginning | $ / shares
Number of shares granted | shares 6,784
Weighted average grant date fair value granted | $ / shares $ 2.88
Number of shares forfeited | shares (778)
Weighted average grant date fair value forfeited | $ / shares $ 2.88
Number of shares vested | shares (4,600)
Weighted average grant date fair value vested | $ / shares $ 2.88
Number of shares outstanding, ending | shares 1,406
Weiighted average grant date fair value, ending | $ / shares $ 2.88
v3.24.3
SHARE-BASED COMPENSATION (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 29, 2017
Sep. 30, 2024
Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of Shares Granted     6,784
Equity Incentive Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of Shares Granted 1,000,000    
Restricted Stock Units (RSUs) [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Compensation expense   $ 3,725 $ 13,248
Compensation expense     $ 4,049
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