Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | May 20, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 67,379,041 | ||
Entity Common Stock, Shares Outstanding | 9,101,045 | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Miami, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current | ||
Cash and cash equivalents | $ 7,688,743 | $ 7,923,280 |
Restricted cash | 541,883 | 714,096 |
Accounts receivable: | ||
Trade, net of allowance of $471,535 and $653,272, respectively | 4,513,179 | 3,692,111 |
Other receivables | 3,583,357 | 1,334,990 |
Notes receivable | 1,510,137 | |
Other current assets | 403,910 | 231,890 |
Total current assets | 18,241,209 | 13,896,367 |
Capitalized production costs, net | 137,235 | 271,139 |
Employee receivable | 366,085 | |
Right-of-use asset | 6,129,411 | 7,106,279 |
Goodwill | 20,021,357 | 19,627,856 |
Intangible assets, net | 6,142,067 | 7,452,059 |
Property, equipment and leasehold improvements, net | 473,662 | 800,071 |
Other long-term assets | 1,234,275 | 198,180 |
Total Assets | 52,745,301 | 49,351,951 |
LIABILITIES | ||
Accounts payable | 942,085 | 1,190,184 |
Term loan | 900,292 | |
Notes payable, current portion | 307,685 | 846,749 |
Convertible notes payable at fair value, current portion | 580,000 | |
Paycheck Protection Program loans | 582,438 | |
Contingent consideration | 600,000 | |
Loan from related party, current portion | 1,107,873 | |
Accrued interest – related party | 1,621,437 | 1,783,121 |
Accrued compensation – related party | 2,625,000 | 2,625,000 |
Put rights | 1,544,029 | |
Lease liability, current portion | 1,600,107 | 1,791,773 |
Deferred revenue | 406,373 | 389,492 |
Other current liabilities | 6,880,641 | 3,511,559 |
Total current liabilities | 14,983,328 | 16,852,510 |
Noncurrent | ||
Notes payable | 868,959 | 426,645 |
Convertible notes payable | 2,900,000 | 1,445,000 |
Convertible notes payable at fair value | 998,135 | 947,293 |
Paycheck Protection Program loans | 2,517,431 | |
Loan from related party | 1,107,873 | |
Contingent consideration | 3,684,221 | 530,000 |
Lease liability | 5,132,895 | 5,964,275 |
Warrant liability | 135,000 | 450,000 |
Other noncurrent liabilities | 550,000 | |
Total noncurrent liabilities | 14,827,083 | 12,830,644 |
Total Liabilities | 29,810,411 | 29,683,154 |
Commitments and contingencies (Note 27) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.015 par value, 200,000,000 shares authorized, 8,020,381 issued and outstanding at December 31, 2021 and 40,000,000 shares authorized, 6,618,785 issued and outstanding at December 31, 2020 | 120,306 | 99,281 |
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at December 31, 2021 and 2020 | 1,000 | 1,000 |
Additional paid in capital | 127,247,928 | 117,540,557 |
Accumulated deficit | (104,434,344) | (97,972,041) |
Total Stockholders' Equity | 22,934,890 | 19,668,797 |
Total Liabilities and Stockholders' Equity | $ 52,745,301 | $ 49,351,951 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful debts | $ 471,535 | $ 653,272 |
Common stock, par value | $ 0.015 | $ 0.015 |
Common stock, authorized | 200,000,000 | 40,000,000 |
Common stock, issued | 8,020,381 | 6,618,785 |
Common stock, Outstanding | 8,020,381 | 6,618,785 |
Preferred stock, authorized shares | 10,000,000 | |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 50,000 | 50,000 |
Preferred stock, issued | 50,000 | 50,000 |
Preferred stock, Outstanding | 50,000 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 35,727,199 | $ 24,054,480 |
Expenses: | ||
Direct costs | 3,879,409 | 2,576,709 |
Payroll and benefits | 23,819,327 | 15,990,702 |
Selling, general and administrative | 5,836,235 | 4,822,130 |
Change in fair value of contingent consideration | 3,754,221 | 55,000 |
Depreciation and amortization | 1,905,354 | 2,030,226 |
Legal and professional | 2,013,436 | 1,191,231 |
Total expenses | 41,207,982 | 26,665,998 |
Loss from operations | (5,480,783) | (2,611,518) |
Other (expenses) income: | ||
Gain on extinguishment of debt | 2,988,779 | 3,311,198 |
Loss on the deconsolidation of Max Steel VIE | (1,484,591) | |
Change in fair value of convertible notes and derivative liabilities | (570,844) | (534,627) |
Change in fair value of warrants | (2,482,877) | (275,445) |
Change in fair value of put rights | (71,106) | 1,745,418 |
Acquisition costs | (22,907) | (93,042) |
Interest expense and debt amortization | (785,209) | (2,133,660) |
Total other (expense) income, net | (944,164) | 535,251 |
Loss before income taxes | (6,424,947) | (2,076,267) |
Income tax (provision) benefit | (37,356) | 137,075 |
Net loss | $ (6,462,303) | $ (1,939,192) |
Loss per share: | ||
Basic | $ (0.85) | $ (0.35) |
Diluted | $ (0.85) | $ (0.58) |
Weighted average number of shares used in per share calculation | ||
Basic | 7,614,774 | 5,619,969 |
Diluted | 7,614,774 | 6,382,937 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,462,303) | $ (1,939,192) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,905,354 | 2,030,226 |
Loss on deconsolidation of Max Steel VIE | 1,484,591 | |
Bonus payment issued in shares | 17,858 | |
Beneficial conversion feature of convertible notes payable | 1,258,639 | |
Interest owed on convertible debt settled with shares of common stock upon conversion | 10,842 | |
Amortization of debt discount | 129,232 | |
Gain on extinguishment of debt | (2,988,779) | (3,311,198) |
Loss on disposal of fixed assets | 48,461 | |
Impairment of capitalized production costs | 234,734 | 55,000 |
Impairment of investment asset | 220,000 | |
Bad debt net of recovery of accounts receivable written off | 327,891 | 527,048 |
Change in fair value of put rights | 71,106 | (1,745,418) |
Change in fair value of contingent consideration | 3,754,221 | 55,000 |
Change in fair value of warrants | 2,482,877 | 275,445 |
Change in fair value of convertible notes and derivative liabilities | 570,844 | 534,627 |
Change in deferred tax | 37,356 | (182,488) |
Changes in operating assets and liabilities: | ||
Accounts receivable, trade and other | (3,243,164) | (1,124,019) |
Other current assets | (107,020) | (142,513) |
Capitalized production costs | (100,830) | (123,103) |
Other long-term assets and employee receivable | (378,563) | 8,508 |
Contract liability | (40,113) | 58,990 |
Accounts payable | (352,823) | 346,091 |
Accrued interest – related party | (161,684) | (125,690) |
Lease liability | (46,178) | 89,441 |
Other current liabilities | 3,112,038 | 473,630 |
Other noncurrent liabilities | (370,000) | |
Net cash used in operating activities | (1,318,717) | (1,506,311) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and leasehold improvements | (77,358) | |
Investment in JDDC Elemental LLC | (1,000,000) | |
Issuance of notes receivable | (1,500,000) | |
Deferred cash consideration for Shore Fire acquisition in 2019 | (250,000) | |
Acquisition of B/HI Communications, Inc, net of cash acquired | (525,856) | |
Acquisition of Be Social Public Relations LLC, net of cash acquired | (1,048,611) | |
Net cash used in investing activities | (3,025,856) | (1,375,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of the line of credit | (500,000) | |
Proceeds from convertible notes payable | 5,950,000 | 3,645,000 |
Repayment of convertible notes payable | (1,202,064) | |
Repayment of term loan | (900,292) | (300,098) |
Repayment of notes payable | (96,750) | (87,581) |
Proceeds from PPP loans | 2,795,700 | |
Exercise of put rights | (1,015,135) | (1,626,600) |
Proceeds from sale of common stock through registered direct offering | 7,602,297 | |
Repayment to related party | (702,500) | |
Installment payment to seller of Shore Fire | (764,836) | |
Installment payment to seller of Viewpoint | (250,000) | |
Net cash provided by financing activities | 3,937,823 | 8,609,318 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (406,750) | 5,727,038 |
Cash and cash equivalents and restricted cash, beginning of period | 8,637,376 | 2,910,338 |
Cash and cash equivalents and restricted cash, end of period | 8,230,626 | 8,637,376 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ||
Interest paid | 916,538 | 909,777 |
Lease liability obtained in exchange for obtaining right-of-use assets | 1,044,864 | 1,480,129 |
SUPPLEMENTAL DISCLOSURES OF NON CASH FLOW INFORMATION: | ||
Issuance of shares related to conversion of notes payable | 5,603,612 | 3,373,042 |
Issuance of shares related to cashless exercise of warrants | 2,797,877 | 369,746 |
Issuance of shares of common stock related to the acquisitions | 586,716 | 514,581 |
Issuance of shares related to extinguishment of debt | 29,075 | |
Commitment shares issued to Lincoln Park Capital LLC | 777 | |
Settlement of contingent consideration to be settled in stock | 2,974,222 | |
Put rights exchanged for shares of common stock | 706,688 | |
Interest on notes paid in stock | 8,611 | 10,812 |
Employee bonus paid in stock | 17,858 | |
Cash and cash equivalents | 7,688,743 | 7,923,280 |
Restricted cash | 541,883 | 714,096 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 8,230,626 | $ 8,637,376 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,000 | $ 53,679 | $ 106,680,619 | $ (97,158,766) | $ 9,576,532 |
Beginning Balance, Shares at Dec. 31, 2019 | 50,000 | 3,578,580 | |||
Net loss | (1,939,192) | (1,939,192) | |||
Deconsolidation of Max Steel VIE | 1,125,917 | 1,125,917 | |||
Issuance of shares related to acquisition of Viewpoint | $ 756 | (756) | |||
Issuance of shares related to acquisition of Viewpoint, Shares | 50,432 | ||||
Issuance of shares related to a financing agreement | $ 150 | (150) | |||
Issuance of shares related to financing agreement, Shares | 10,000 | ||||
Beneficial conversion of convertible promissory note | 1,258,644 | 1,258,644 | |||
Issuance of shares related to conversion of note payable | $ 15,805 | 3,357,237 | 3,373,042 | ||
Issuance of shares related to acquisition of The Door, shares | 1,053,645 | ||||
Issuance of shares related to cashless exercise of warrants | $ 1,131 | 368,345 | 369,476 | ||
Issuance of shares related to cashless exercise of warrants, Shares | 75,403 | ||||
Sale of common stock through a direct registered offering | $ 23,700 | 7,578,597 | 7,602,297 | ||
Sale of common stock through a direct registered offering, Shares | 1,580,000 | ||||
Net settlement of the earnout shares to sellers of 42West | $ 2,799 | (302,799) | (300,000) | ||
Net settlement of the earnout shares to sellers of 42West, Shares | 186,573 | ||||
Issuance of shares to seller of Be Social | $ 1,049 | 313,532 | 314,581 | ||
Issuance of shares to seller of Be Social, Shares | 69,907 | ||||
Issuance of shares to seller of Shore Fire | $ 843 | 199,157 | 200,000 | ||
Issuance of shares to seller of Shore Fire, Shares | 56,180 | ||||
CEDE roundup shares related to reverse stock split | $ 34 | (34) | |||
CEDE roundup shares related to reverse stock split, shares | 2,263 | ||||
Shares retired from exercise of puts | $ (665) | (1,911,835) | (1,912,500) | ||
Shares retired from exercise of puts, Shares | (44,198) | ||||
Issuance of shares related to extinguishment of debt | |||||
Ending balance, value at Dec. 31, 2020 | $ 1,000 | $ 99,281 | 117,540,557 | (97,972,041) | 19,668,797 |
Ending Balance, Shares at Dec. 31, 2020 | 50,000 | 6,618,785 | |||
Net loss | (6,462,303) | (6,462,303) | |||
Issuance of shares related to conversion of note payable | $ 14,460 | 5,589,152 | 5,603,612 | ||
Issuance of shares related to acquisition of The Door, shares | 963,985 | ||||
Issuance of shares related to cashless exercise of warrants | $ 2,190 | 2,795,687 | 2,797,877 | ||
Issuance of shares related to cashless exercise of warrants, Shares | 146,027 | ||||
Shares retired from exercise of puts | $ (276) | (13,153) | (13,429) | ||
Shares retired from exercise of puts, Shares | (18,347) | ||||
Issuance of shares issued to seller of Be Social | $ 1,549 | 348,451 | 350,000 | ||
Issuance of shares issued to seller of Be Social, Shares | 103,245 | ||||
Issuance of shares related to acquisition of The Door | $ 154 | (154) | |||
Issuance of shares related to acquisition of The Door, Shares | 10,238 | ||||
Issuance of shares related to exchange of Put Rights for stock | $ 1,730 | 704,958 | 706,688 | ||
Issuance of shares related to exchange of Put Rights for stock, Shares | 115,366 | ||||
Issuance of shares related to acquisition of B/HI Communications, Inc | $ 61 | 36,654 | 36,715 | ||
Issuance of shares related to acquisition of B/HI Communications, Inc, Shares | 4,075 | ||||
Issuance of shares for employee bonus | $ 29 | 17,829 | 17,858 | ||
Issuance of shares for employee bonus, Shares | 1,935 | ||||
Issuance of shares related to extinguishment of debt | $ 51 | 29,024 | 29,075 | ||
Issuance of shares related to extinguishment of debt, Shares | 3,228 | ||||
Issuance of shares related to acquisition of Shore Fire Media | $ 300 | 199,700 | 200,000 | ||
Issuance of shares related to acquisition of Shore Fire Media, Shares | 20,017 | ||||
Commitment shares issued to Lincoln Park Capital LLC | $ 777 | (777) | |||
Commitment shares issued to Lincoln Park Capital LLC, Shares | 51,827 | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,000 | $ 120,306 | $ 127,247,928 | $ (104,434,344) | $ 22,934,890 |
Ending Balance, Shares at Dec. 31, 2021 | 50,000 | 8,020,381 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION Dolphin Entertainment, Inc., a Florida corporation (the “Company,” “Dolphin,” “we,” “us” or “our”), is a leading independent entertainment marketing and premium content development company. Through its acquisitions of 42West LLC (“42West”), The Door Marketing Group, LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), Viewpoint Computer Animation Incorporated (“Viewpoint”), Be Social Public Relations, LLC (“Be Social”) and B/HI Communications, Inc. (“B/HI”), the Company provides expert strategic marketing and publicity services throughout the United States of America (“U.S.”) to all of the major film studios and many of the leading independent and digital content providers, A-list celebrity talent, including actors, directors, producers, celebrity chefs, social media influencers and recording artists. The Company also provides strategic marketing publicity services and creative brand strategies for prime hotel and restaurant groups and consumer brands throughout the U.S. The strategic acquisitions of 42West, The Door, Shore Fire, Viewpoint, Be Social and B/HI bring together premium marketing services, including digital and social media marketing capabilities, with premium content production, creating significant opportunities to serve respective constituents more strategically and to grow and diversify the Company’s business. Dolphin’s content production business is a long established, leading independent producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature films and digital programming primarily aimed at family and young adult markets. The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) 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, 42West, The Door, Viewpoint, Shore Fire, Be Social and B/HI. All significant intercompany balances and transactions have been eliminated in consolidation. 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. On September 24, 2021, the Company filed an amendment to its Amended and Restated Articles of Incorporation with the Secretary of the State of Florida to increase its authorized shares of common stock to 200,000,000 40,000,000 On November 23, 2020, 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-5 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 November 27, 2020 (the “Effective Time”). At the Effective Time, the number of authorized shares of Common Stock was reduced from 200,000,000 shares to 40,000,000 Impact of COVID-19 The extent to which the COVID-19 pandemic affects our business, operations and financial results depends, and will continue to depend, on numerous evolving factors that we may not be able to accurately predict. One of our subsidiaries operates in the food and hospitality sector, which was negatively impacted by the orders to either suspend or reduce operations of restaurants and hotels. Similarly, another subsidiary represents talent, such as actors, directors and producers, and revenues from these clients was negatively impacted by the suspension of content production. The television and streaming consumption around the globe has increased since the outbreak of COVID-19, as well as the demand for consumer products. Revenues from the marketing of these shows and products somewhat offset the decrease in revenue from the sectors discussed above. In April 2020, the Company and its subsidiaries received five separate unsecured loans for an aggregate amount of $ 2.8 million 0.3 million 100,000 40 3.1 million Depending on the extent and duration of the pandemic and the related economic impacts, COVID-19 may continue to impact our business and financial results, as well as significant judgements and estimates, including those related to goodwill and other asset impairments and allowances for doubtful accounts. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Due to COVID-19 and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. Statement of Comprehensive Income In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 220, Comprehensive Income Revenue Recognition To determine recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as or when we satisfy the performance obligation. We only apply the five-step model to contracts when it is probable that Dolphin will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are distinct performance obligations. We then assess whether we act as an agent or a principal for each identified performance obligation and include revenue within the transaction price for third-party costs when we determine that we act as principal. We typically do not capitalize costs to obtain a contract as these amounts would generally be recognized over a period of one year or less. The majority of our fees are recognized over time as services are performed, and 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 and are paid a percentage of the revenue earned by the social media influencer. Due to the short-term nature of these contracts, the performance obligation is typically completed and revenue is recognized at a point in time, typically the date of publication. Principal vs. Agent When a third-party is involved in the delivery of our services to the client, we assess whether or not we are acting as a principal or an agent in the arrangement. The assessment is based on whether we control the specified services at any time before they are transferred to the customer. We have determined that in our events and public relations businesses, we generally act as a principal as our agencies provide a significant service of integrating goods or services provided by third parties into the specified deliverable to our clients. In addition, we have determined that we are responsible for the performance of the third-party suppliers, which are combined with our own services, before transferring those services to the customer. We have also determined that we act as principal when providing creative services and media planning services, as we perform a significant integration service in these transactions. For performance obligations in which we act as principal, we record the gross amount billed to the customer within total revenue and the related incremental direct costs incurred as billable expenses. When a third-party is involved in the production of an advertising campaign and for media buying services, we have determined that we act as the agent and are solely arranging for the third-party suppliers to provide services to the customer. Specifically, we do not control the specified services before transferring those services to the customer, we are not primarily responsible for the performance of the third-party services, nor can we redirect those services to fulfill any other contracts. We do not have inventory risk or discretion in establishing pricing in our contracts with customers. For performance obligations for which we act as the agent, we record our revenue as the net amount of our gross billings less amounts remitted to third parties. In these types of arrangements, the gross billings are recorded as other receivables in the consolidated balance sheets and the amounts remitted to third parties are recorded as “talent liability” within other current liabilities in the consolidated balance sheets. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Restricted Cash Restricted cash represents amounts held by banking institutions as collateral for security deposits under leases for office space in New York City. For 2020 the amount also included a lease in Newton, Massachusetts that expired in March of 2021. As of December 31, 2021 and 2020 the Company had a balance of $ 541,883 714,096 Accounts Receivables The Company’s trade accounts receivable relate to its entertainment publicity and marketing business, and are recorded at their net realizable value, which is net of an allowance for doubtful accounts. The carrying amount of accounts receivable is reduced by an allowance for doubtful account that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. When preparing these estimates, management considers a number of factors, including the age of the receivables, current economic conditions, historical losses and other information management obtains regarding the financial condition of customers. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Other receivables are gross amounts collected from third parties suppliers in transactions in which we act as an agent (refer to Revenue Recognition, “Principal vs. Agent” section). Notes Receivable The notes receivable held by the Company are convertible note receivables from Stanton South LLC (“Crafthouse Cocktails”) and JDDC Elemental LLC (“Midnight Theatre”) (the “Notes Receivable”). The Notes Receivable are recorded at their principal face amount plus accrued interest. Due to their short-term maturity and conversion terms (see Note 10), these have been recorded at the face value of the note and an allowance for credit losses has not been established. Employee Receivable The Company records receivables from employees separately on its consolidated balance sheets. During 2021, the Company made payments to Amanda Lundberg, the CEO of 42West, in the aggregate amount of $ 366,085 94,000 16,000 December 31, 2027 2 Other Current Assets and Other Long-Term Assets Other current assets consist primarily of prepaid expenses, interest receivable, and other non-customer receivables. Other assets consist of equity method investments (see Note 11) and security deposits. From time to time, indemnification assets for certain acquisitions are recorded in Other assets; however there were no indemnification assets as of December 31, 2021 and 2020. Capitalized Production Costs Capitalized production costs include the costs of scripts for projects that have not been developed or produced. Capitalized productions costs are initially recorded at cost that is also deemed to be its fair value and reviewed at each balance sheet date for impairment. Whenever, the carrying amount is determined to be above the fair value, the capitalized production cost is impaired. Investments and Strategic Arrangements From time to time, the Company may participate in selected investment or strategic arrangements to expand its operations or customer base, including arrangements that combine the Company’s skills and resources with those of others to allow for the performance of particular projects. Management determines whether each business entity in which it has equity interests, debt, or other investments constitutes a variable interest entity (“VIE”) based on the nature and characteristics of such arrangements. If an investment arrangement is determined to be a VIE, then management determines if the Company is the VIE’s primary beneficiary by evaluating several factors, including the Company’s: (i) risks and responsibilities; (ii) ownership interests; (iii) decision making powers; and (iv) financial interests, among other factors. If management determines the Company is the primary beneficiary of a VIE, then it would be consolidated, and other parties’ interests in the VIE would be accounted for as non-controlling interests. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. The Company has determined that it is the primary beneficiary of JB Believe, LLC, formed on December 4, 2012 in the State of Florida; as such it has included it in its consolidated financial statements as of and for the years ended December 31, 2021 and 2020 as a VIE. Refer to Note 19 for additional information on Variable Interest Entities. The Company’s investments in entities for which it does not have a controlling interest and is not the primary beneficiary, but for which it has the ability to exert significant influence, are accounted for using the equity method of accounting. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. The equity method investments are recorded in other long-term assets in the consolidated balance sheets. Refer to Note 11 for additional information on Equity Method Investments. Intangible Assets In connection with the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social and B/HI, the Company acquired in aggregate an estimated $13.5 million of intangible assets with finite useful lives initially estimated to range from 3 to 13 years. The finite-lived intangible assets consist primarily of customer relationships, trade names and non-compete agreements. Intangible assets are initially recorded at fair value and are amortized over their respective estimated useful lives (see table below) and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. See Note 7 for further discussion. The range of estimated useful lives to be used to calculate amortization for finite-lived intangibles are as follow: Schedule of Intangible Assets Intangible Asset Amortization Method Amortization Period (Years) Customer relationships Accelerated Method 3 13 Trademarks and trade names Straight-line 2 10 Non-compete agreements Straight-line 2 3 Goodwill Goodwill results from business combinations and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. The Company accounts for goodwill in accordance with FASB ASC No. 350, Intangibles—Goodwill and Other (“ASC 350”). Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. The Company’s annual assessment is performed in the fourth quarter. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. Property, Equipment and Leasehold Improvements Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. The range of estimated useful lives to be used to calculate depreciation and amortization for principal items of property and equipment are as follow: Schedule of Estimated Useful Lives for Property and Equipment Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 7 Computers, office equipment and software 3 5 Leasehold improvements 5 8 Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. Contingent Consideration The Company records contingent consideration as a result of certain acquisitions (see Note 6). The Company records the fair value of the contingent consideration liability in the condensed consolidated balance sheets under the caption “Contingent Consideration” and records changes to the liability against earnings or loss under the caption “Changes in fair value of contingent consideration” in the condensed consolidated statements of operations. Put Rights In connection with the 42West acquisition in 2017, the Company entered into put right agreements, pursuant to which it granted put rights to the sellers and certain 42West employees. The Company records the fair value of the liability in the consolidated balance sheets under the caption “Put rights” and records changes to the liability against earnings or loss as part of operating expenses under the caption “Changes in fair value of put rights” in the consolidated statements of operations. Acquisition Costs Direct costs related to business combinations are expensed as incurred and included as Acquisition costs in the consolidated statements of operations. These costs include all internal and external costs directly related to acquisitions, consisting primarily of legal, consulting, accounting, advisory and financing fees. Convertible Debt and Convertible Preferred Stock On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2020-06 that simplifies the accounting for convertible instruments. ASU 2020-06 (i) reduced the number of accounting models for convertible instruments, by eliminating the models that require separation of cash conversion or beneficial conversion features from the host and (ii) revised derivative scope exception and (iii) provided targeted improvements for EPS. The adoption of ASU 2020-06 did not have a material impact on the Company’s outstanding convertible debt instruments as of January 1, 2021. When the Company issues convertible debt or convertible preferred stock, it evaluates the balance sheet classification to determine whether the instrument should be classified either as debt or equity, and whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. Fair Value Option (“FVO”) Election The Company accounts for certain convertible notes issued during the year ended December 31, 2021 under the fair value option election of ASC 825, Financial Instruments (“ASC 825”) as discussed below. The convertible notes accounted for under the FVO election are each debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825-10-15-4 provides for the “fair value option” (“FVO”) election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment, as required by ASC 825-10-45-5, is recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying consolidated statement of operations. With respect to the above notes, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the accompanying consolidated statements of operations, since the change in fair value of the convertible notes payable was not attributable to instrument specific credit risk. Warrants When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (ASC 815-40), the Company classifies a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC 480, Distinguishing Liabilities from Equity, or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. As of December 31, 2021 and 2020, the Company had warrants that were classified as liabilities and as of December 31, 2020, the Company also had warrants that were classified as equity. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. To account for the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social and B/HI, the Company made a number of fair value measurements related to the different forms of consideration paid and of the identified assets acquired and liabilities assumed. In addition, the Company makes fair value measurements of its Contingent Consideration. See Notes 6 and 17 for further discussion and disclosures. Right-of-Use Asset and Lease Liability The Company accounts for leases under ASC-842 The lease liability is recognized based on the present value of the remaining fixed lease payments discounted using the Company’s incremental borrowing rate on the date of the lease. The ROU asset is calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date (i.e. prepaid rent) and initial direct costs incurred by the Company and excluding any lease incentives received from the Lessor. For operating leases, the lease expense is recognized on a straight-line basis over the lease term. The Company accounts for its lease and non-lease components as a single component, and therefore both are included in the calculation of lease liability recognized on the consolidated balance sheets. Income Taxes Deferred taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using tax rates in effect for the years in which the differences are expected to reverse. The effects of changes in tax laws on deferred tax balances are recognized in the period the new legislation in enacted. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income. We calculate our current and deferred tax position based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing income (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 earnings (loss) per share equals net income (loss) available to common stock stockholders divided by the weighted-average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued. Diluted earnings (loss) per share reflects the potential dilution that would occur if certain potentially dilutive instruments were exercised. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance of the potentially dilutive instrument, if later), under the if-converted method. Incremental shares are also included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise. These proceeds are then assumed to be used to purchase common stock at the average market price of the Company’s common stock during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. Potentially dilutive instruments are not included in the computation of diluted loss per share because their inclusion is anti-dilutive. Going Concern In accordance with ASC Subtopic 205-40, Going Concern, management evaluates whether relevant conditions and events that, when considered in the aggregate, indicate that it is probable the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. When relevant conditions or events, considered in the aggregate, initially indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (and therefore they raise substantial doubt about the Company’s ability to continue as a going concern), management evaluates whether its plans that are intended to mitigate those conditions and events, when implemented, will alleviate substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are considered only to the extent that 1) it is probable that the plans will be effectively implemented and 2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. As of the date of this Annual Report on Form 10-K, the Company’s management has concluded it has the ability to continue as a going concern. Concentration of Risk The Company maintains its cash and cash equivalents with financial institutions, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These changes did not affect any effect on net loss, stockholders’ equity, the statement of operations or the net change in cash, cash equivalents and restricted cash in the statements of cash flows. Recent Accounting Pronouncements Accounting guidance adopted in fiscal year 2021 In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. ” Accounting guidance not yet adopted In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” In June 2016, the FASB issued new guidance on measurement of credit losses (ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments |
PRIOR INTERIM PERIOD RESTATEMEN
PRIOR INTERIM PERIOD RESTATEMENT AND REVISION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
PRIOR INTERIM PERIOD RESTATEMENT AND REVISION | NOTE 3 – PRIOR INTERIM PERIOD RESTATEMENT AND REVISION Restatement and Revision of previously issued financial statements – Change in Fair Value of Contingent Consideration During the preparation of the consolidated financial statements as of and for the year ended December 31, 2021, the Company determined that it incorrectly classified the change in fair value of contingent consideration as part of non-operating expenses instead of as part of income (loss) from operations. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the unaudited interim condensed consolidated financial statements for the quarterly and year-to-date periods ended September 30, 2021 were materially misstated and should be restated. In addition, the Company determined that no other previously issued annual or interim financial statements were materially misstated but the unaudited interim condensed consolidated financial statements for the quarter and year-to-date periods ended March 31, 2021 and June 30, 2021 should be revised. In addition, the segment information disclosed in the Segment Reporting footnote has been restated and revised for these periods. The restated and revised unaudited interim consolidated financial statements are included in Note 4 to the consolidated financial statements. The amounts and disclosures included in this Annual Report have been revised to reflect the corrected presentation. Revision of previously issued financial statements – Net Operating Losses and Valuation Allowance During the preparation of the consolidated financial statements as of and for the year ended December 31, 2021, the Company identified an immaterial error related to its accounting for income taxes. Specifically, as of December 31, 2020, the Company used a blended state rate to calculate the state net operating losses deferred tax asset instead of the rate specific to each jurisdiction as required by ASC 740 Income Taxes 1,794,481 decrease in the net operating losses and credits balance from $ 15,078,531 to $ 13,284,050 with a corresponding decrease in the valuation allowance from $ (19,107,000) to $ (17,312,519) . |
UNAUDITED QUARTERLY FINANCIAL D
UNAUDITED QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2021 | |
Unaudited Quarterly Financial Data | |
UNAUDITED QUARTERLY FINANCIAL DATA | NOTE 4 – UNAUDITED QUARTERLY FINANCIAL DATA As discussed in Note 3, the Company determined that its unaudited interim condensed consolidated financial statements for the quarterly and year-to-date period ended September 30, 2021 were materially misstated and should be restated and that the unaudited interim condensed consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2021 and June 30, 2021 were not materially misstated but should be revised. The tables below set forth the impact of the restatements and revisions on the Company's unaudited interim condensed consolidated financial statements. The error had no impact on the Company’s condensed consolidated balance sheets, consolidated statements of changes in stockholders’ equity and condensed consolidated statements of cash flows for these periods. Restatement Three and Nine Months Ended September 30, 2021 (Unaudited, As Restated) Schedule of condensed consolidated financial statements For the three months ended September 30, 2021 For the nine months ended September 30, 2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Revenues: Entertainment publicity and marketing $ 9,399,432 — $ 9,399,432 $ 25,219,793 — $ 25,219,793 Content production — — — — — — Total revenues 9,399,432 — 9,399,432 25,219,793 — 25,219,793 Operating expenses: Direct costs 991,708 — 991,708 2,578,295 — 2,578,295 Payroll and benefits 5,875,755 — 5,875,755 16,770,091 — 16,770,091 Selling, general and administrative 1,519,812 — 1,519,812 4,234,309 — 4,234,309 Depreciation and amortization 475,207 — 475,207 1,436,189 — 1,436,189 Change in fair value of contingent consideration — 1,110,000 1,110,000 — 1,310,000 1,310,000 Legal and professional 498,661 — 498,661 1,301,267 — 1,301,267 Total expenses 9,361,143 1,110,000 10,471,143 26,320,151 1,310,000 27,630,151 Income (loss) from operations 38,289 (1,110,000 ) (1,071,711 ) (1,100,358 ) (1,310,000 ) (2,410,358 )) Other income (expenses): Gain on extinguishment of debt, net 1,733,400 — 1,733,400 2,689,010 — 2,689,010 Loss on disposal of fixed assets — — — (48,461 ) — (48,461 ) Change in fair value of convertible notes and derivative liabilities (223,923 ) — (223,923 ) (826,398 ) — (826,398 ) Change in fair value of warrants (55,000 ) — (55,000 ) (2,552,877 ) — (2,552,877 ) Change in fair value of put rights — — — (71,106 ) — (71,106 ) Change in fair value of contingent consideration (1,110,000 ) 1,110,000 — (1,310,000 ) 1,310,000 — Acquisition costs — — — (22,907 ) — (22,907 ) Interest expense and debt amortization (241,115 ) — (241,115 ) (576,146 ) — (576,146 ) Total other income (expense), net 103,362 1,110,000 1,213,362 (2,718,885 ) 1,310,000 (1,408,885 ) Income (loss) before income taxes 141,651 — 141,651 (3,819,243 ) — (3,819,243 ) Income tax benefit — — — 38,851 — 38,851 Net income (loss) $ 141,651 — $ 141,651 $ (3,780,392 ) — $ (3,780,392 ) Earnings (loss) per share: Basic $ 0.02 — $ 0.02 $ (0.50 ) — $ (0.50 ) Diluted $ 0.02 — $ 0.02 $ (0.50 ) — $ (0.50 ) Weighted average number of shares outstanding: Basic 7,740,085 — 7,740,085 7,551,974 — 7,551,974 Diluted 7,740,085 — 7,740,085 7,551,974 — 7,551,974 SEGMENT INFORMATION For the three months ended September 30, 2021 For the nine months ended September 30, 2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Revenues: EPM $ 9,399,432 — $ 9,399,432 $ 25,219,793 — $ 25,219,793 CPD — — — — — — Total 9,399,432 — 9,399,432 25,219,793 — 25,219,793 Segment Operating Income (Loss): EPM 1,617,658 (1,110,000 ) 507,658 1,820,984 (1,310,000 ) 510,984 CPD (1,579,369 ) — (1,579,369 ) (2,921,342 ) — (2,921,342 ) Total operating income (loss) 38,289 (1,110,000 ) (1,017,711 ) (1,100,358 ) (1,310,000 ) (2,410,358 ) Interest expense (241,115 ) — (241,115 ) (576,146 ) — (576,146 ) Other income, net 344,477 1,110,000 1,454,477 (2,142,739 ) 1,310,000 (832,739 ) Income (Loss) before income taxes 141,651 — 141,651 (3,819,243 ) — (3,819,243 ) Revision Three and Six Months Ended June 30, 2021 (Unaudited, As Revised) For the three months ended June 30, 2021 For the six months ended June 30, 2021 As Reported Revision Adjustment As Revised As Reported Revision Adjustment As Revised Revenues: Entertainment publicity and marketing $ 8,643,244 — $ 8,643,244 $ 15,820,362 — $ 15,820,362 Content production — — — — — — Total revenues 8,643,244 — 8,643,244 15,820,362 — 15,820,362 Operating expenses (income): Direct costs 833,511 — 833,511 1,583,931 — 1,583,931 Payroll and benefits 5,622,468 — 5,622,468 10,892,831 — 10,892,831 Selling, general and administrative 1,194,704 — 1,194,704 2,718,659 — 2,718,659 Depreciation and amortization 478,270 — 478,270 960,982 — 960,982 Change in fair value of contingent consideration — (165,000 ) (165,000 ) — 200,000 200,000 Legal and professional 457,998 — 457,998 802,606 — 802,606 Total expenses 8,586,951 (165,000 ) 8,421,951 16,959,009 200,000 17,159,008 Income (loss) from operations 56,293 165,000 221,293 (1,138,647 ) (200,000 ) (1,338,647 ) Other income (expenses): Gain on extinguishment of debt 1,012,973 — 1,012,973 955,610 — 955,610 Loss on disposal of fixed assets (48,461 ) — (48,461 ) (48,461 ) — (48,461 ) Loss on the deconsolidation of Max Steel VIE — — — — — — Change in fair value of convertible notes and derivative liabilities 268,974 — 268,974 (602,475 ) — (602,475 ) Change in fair value of warrants 65,000 — 65,000 (2,497,877 ) — (2,497,877 ) Change in fair value of put rights — — — (71,106 ) — (71,106 ) Change in fair value of contingent consideration 165,000 (165,000 ) — (200,000 ) 200,000 — Acquisition costs — — — (22,907 ) — (22,907 ) Interest expense and debt amortization (169,837 ) — (169,837 ) (335,031 ) — (335,031 ) Total other income (expense), net 1,293,649 (165,000 ) 1,128,649 (2,822,247 ) 200,000 (2,622,247 ) Income (loss) before income taxes 1,349,942 — 1,349,942 (3,960,894 ) — (3,960,894 ) Income tax benefit — — — 38,851 — 38,851 Net income (loss) $ 1,349,942 — $ 1,349,942 $ (3,922,043 ) — $ (3,922,043 ) Earnings (loss) per share: Basic $ 0.17 — $ 0.17 $ (0.53 ) — $ (0.53 ) Diluted $ 0.13 — $ 0.13 $ (0.53 ) — $ (0.53 ) Weighted average number of shares outstanding: Basic 7,664,000 — 7,664,000 7,456,360 — 7,456,360 Diluted 7,913,396 — 7,913,396 7,456,360 — 7,456,360 SEGMENT INFORMATION For the three months ended June 30, 2021 For the six months ended June 30, 2021 As Reported Revision Adjustment As Revised As Reported Revision Adjustment As Revised Revenues: EPM $ 8,643,244 — $ 8,643,244 $ 15,820,362 — $ 15,820,362 CPD — — — — — — Total 8,643,244 — 8,643,244 15,820,362 — 15,820,362 Segment Operating Income (Loss): EPM 1,391,171 165,000 1,556,171 602,295 (200,000 ) 402,295 CPD (1,334,878 ) — (1,334,878 ) (1,740,942 ) — (1,740,942 ) Total operating income (loss) 56,293 165,000 221,293 (1,138,647 ) (200,000 ) (1,338,647 ) Interest expense (169,837 ) — (169,837 ) (335,031 ) — (335,031 ) Other income (expense), net 1,463,486 (165,000 ) 1,298,486 (2,487,216 ) 200,000 (2,287,216 ) Income (Loss) before income taxes 1,349,942 — 1,349,942 (3,960,894 ) — (3,960,894 ) Three Months Ended March 31, 2021 (Unaudited, As Revised) For the three months ended March 31, 2021 As Reported Revision Adjustment As Revised Revenues: Entertainment publicity and marketing $ 7,177,117 — $ 7,177,117 Content production — — — Total revenues 7,177,117 — 7,177,117 Operating expenses: Direct costs 829,151 — 829,151 Payroll and benefits 5,233,116 — 5,233,116 Selling, general and administrative 1,482,471 — 1,482,471 Depreciation and amortization 482,712 — 482,712 Change in fair value of contingent consideration — 365,000 365,000 Legal and professional 344,607 — 344,607 Total expenses 8,372,057 365,000 8,737,057 Loss from operations (1,194,940 ) (365,000 ) (1,559,940 ) Other expenses: Loss on extinguishment of debt, net (57,363 ) — (57,363 ) Change in fair value of convertible notes and derivative liabilities (871,449 ) — (871,449 ) Change in fair value of warrants (2,562,877 ) — (2,562,877 ) Change in fair value of put rights (71,106 ) — (71,106 ) Change in fair value of contingent consideration (365,000 ) 365,000 — Acquisition costs (22,907 ) — (22,907 ) Interest expense and debt amortization (165,194 ) — (165,194 ) Total other expense, net (4,115,896 ) 365,000 (3,750,896 ) Loss before income taxes (5,310,836 ) — (5,310,836 ) Income tax benefit 38,851 — 38,851 Net loss $ (5,271,985 ) — $ (5,271,985 ) Loss per share: Basic $ (0.73 ) — $ (0.73 ) Diluted $ (0.73 ) — $ (0.73 ) Weighted average number of shares outstanding: Basic 7,267,297 — 7,267,297 Diluted 7,267,297 — 7,267,297 SEGMENT INFORMATION For the three months ended March 31, 2021 As Reported Revision Adjustment As Revised Revenues: EPM $ 7,177,117 — $ 7,177,117 CPD — — — Total $ 7,177,117 — $ 7,177,117 Segment Operating Loss: EPM $ (390,067 ) (365,000 ) $ (755,067 ) CPD (804,873 ) — (804,873 ) Total operating loss (1,194,940 ) (365,000 ) (1,559,940 ) Interest expense (165,194 ) — (165,194 ) Other expenses, net (3,950,702 ) 365,000 (3,585,702 ) Loss before income taxes $ (5,310,836 ) — $ (5,310,836 ) |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
REVENUE | NOTE 5 – 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 24. 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 and are paid a percentage of the revenue earned by the social media influencer. Due to the short-term nature of these contracts, the performance obligation is typically completed and revenue is recognized 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, 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 or web series 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 right 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. The revenues recorded by the EPM and CPD segments is detailed below: Schedule of Revenue by Segment December 31, 2021 2020 Entertainment publicity and marketing $ 35,705,305 $ 23,946,680 Content production 21,894 107,800 Total Revenues $ 35,727,199 $ 24,054,480 Contract Balances 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. The opening and closing balances of our contract asset and liability balances from contracts with customers as of December 31, 2021 and 2020 were as follows: Schedule of contract asset and liability Contracts Contracts Balance as of December 31, 2020 $ — $389,492 Balance as of December 31, 2021 62,500 406,373 Change $ 62,500 $16,881 As of December 31, 2021, we had approximately $406,373 of unsatisfied performance obligations, which Revenues for the years ended December 31, 2021 and 2020, include the following: Schedule of contract liability December 31, 2021 2020 Amounts included in the beginning of year contract liability balance $ 389,492 $ 309,880 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 6 — ACQUISITIONS B/HI Communications, Inc. Effective January 1, 2021, the Company acquired all of the issued and outstanding shares of B/HI, a California corporation (the “B/HI Purchase”) pursuant to a share purchase agreement (the “B/HI Share Purchase Agreement”) between the Company and Dean G. Bender and Janice L. Bender, as co-trustees of the Bender Family Trust dated May 6, 2013 (collectively, the “B/HI Sellers). B/HI is an entertainment public relations agency that specializes in corporate and product communications programs for interactive gaming, e-sports, entertainment content and consumer product organizations. The total consideration paid to the B/HI Seller in respect to the B/HI Purchase is $ 0.8 million 1.2 million 3.5 million The following table summarizes the fair value of the consideration transferred: Schedule of Consideration Transferred Payments made to settle final indebtedness, net of minimum operating cash as defined in the B/HI Share Purchase Agreement $ 575,856 Working capital adjustment 192,986 Fair value of common stock issued to the B/HI Sellers 36,715 Fair value of the consideration transferred $ 805,557 As a condition to the B/HI Purchase, Dean Bender, one of the sellers and Shawna Lynch, a key employee of B/HI entered into employment agreements with the Company to continue as employees after the closing of the B/HI Purchase. Mr. Bender’s agreement is for a period of two years through December 31, 2022 and he will serve as Co-President of B/HI during that term. Ms. Lynch’s agreement is for a period of four years and may be renewed on the same terms for two successive two-year terms. Ms. Lynch will serve as Co-President of B/HI during the term of her agreement. The following table summarizes the fair values of the assets acquired and liabilities assumed by the B/HI Purchase. Amounts in the table are estimates that may change, as described below. Schedule of Assets Acquired and Liabilities Assumed January 1, 2021 Measurement Period Adjustments December 31, 2021 Cash $ 65,465 $ — $ 65,465 Accounts receivable 154,162 — 154,162 Other current assets 15,262 — 15,262 Property, equipment and leasehold improvements 24,639 — 24,639 Right-of-use asset 1,044,864 — 1,044,864 Other assets 23,617 — 23,617 Intangibles 270,000 — 270,000 Total identifiable assets acquired 1,598,009 — 1,598,009 Accrued payable (104,724 ) — (104,724 ) Accrued expenses and other current liabilities (259,936 ) — (259,936 ) Lease liability (1,044,864 ) — (1,044,864 ) Deferred revenue (56,994 ) — (56,994 ) Line of credit (456,527 ) — (456,527 ) Deferred tax liability (38,851 ) — (38,851 ) Loans payable (75,550 ) — (75,550 ) Total liabilities assumed (2,037,446 ) — (2,037,446 ) Net identifiable liabilities acquired (439,437 ) (439,437 ) Goodwill 470,595 5,557 476,152 Net assets acquired $ 31,158 $ 5,557 $ 36,715 Due to the characteristics of the industry and services Dolphin provides, the acquisitions typically do not have significant amounts of tangible assets since the principal assets acquired are client relationships, talent and trade names. As a result, a substantial portion of the purchase price is primarily allocated to intangibles assets and goodwill. B/HI provided an additional customer vertical in which Dolphin did not have a presence and was interested in expanding. Goodwill resulting from the B/HI acquisition is not deductible for tax purposes. Intangible assets acquired in the B/HI acquisition amounted to: · Customer relationships: $160,000. Customer relationships intangible was valued using the multi-period excess earnings method, which was based on the estimate of future revenues and net income attributable to the existing customers, as well as any expected increases from existing customers and potential loss of customer relationships. The historical and estimated customer rate utilized was 60% and the assigned useful life for this asset was 5 years representing the period we expect to benefit from the asset. · Trade name: $50,000. Trade name refers to the B/HI brand, which is well recognized in the market. The fair value for the trade name was determined using the relief-from-royalty method, which is based on the Company’s expected revenues and a royalty rate estimated using comparable industry and market data. As a result of the acquisition, the Company determined it was appropriate to assign a finite useful life of 3 years to the trade name. The Company decided that a finite life would be more appropriate, providing better matching of the amortization expense during the period of expected benefits. · Non-compete agreements: $60,000. The Company entered into non-competition agreements with key executives at B/HI. The fair value of this intangible was valued using the “with and without” method, which estimated the value of an asset based on the difference in the value of the business’s cash flows “with” and “without” that asset. The Company assigned a useful of 5 years for this intangible which matches the contractual term of the non-compete agreement. · The weighted-average useful life of the intangible assets acquired was 4.63 years. Be Social Public Relations, LLC On August 17, 2020, (the “Be Social Closing Date”), the Company acquired all of the issued and outstanding membership interest of Be Social, a California corporation (the “Be Social Purchase”), pursuant to a membership interest purchase agreement (the “Be Social Share Purchase Agreement”) dated on the Be Social Closing Date, between the Company and Be Social seller. Be Social is a brand and influencer marketing and public relations agency, offering talent management and brand services publicity in the social media and marketing sectors. The total consideration paid to the Be Social seller in respect of the Be Social Purchase is $ 2.2 million 1,500,000 314,581 4.50 69,907 103,245 800,000 62.5 37.5 As a condition to the Be Social Purchase, the seller entered into an employment agreement with the Company to continue as an employee after the closing of the Be Social Purchase. The seller’s employment agreement is through December 31, 2023 and the contract defines base compensation and contains provisions for termination including as a result of death or disability and entitles the employee to vacations and to participate in all employee benefit plans offered by the Company. Pursuant to the Be Social Share Purchase Agreement, the seller is entitled to an additional payment of $ 304,169 The fair value of the consideration transferred totaled $2,226,930, which consisted of the following: Schedule of Consideration Transferred Common Stock issued at closing (69,907 shares) $ 314,581 Cash Consideration paid at closing 1,500,000 Common Stock issued on January 4, 2021(103,245 shares) 350,000 Contingent Consideration 145,000 Working capital adjustment during measurement period (82,651 ) $ 2,226,930 The fair value of the 69,907 4.50 The following table summarizes the fair values of the assets acquired and liabilities assumed at the Be Social Closing Date, along with measurement period adjustments recorded. Schedule of Assets Acquired and Liabilities Assumed August 17, 2020 Measurement Period Adjustments December 31, 2020 Cash $ 451,354 $ — $ 451,354 Accounts receivable 884,423 (35,448 ) 848,975 Other current assets 16,506 — 16,506 Property, equipment and leasehold improvements 56,610 — 56,610 Deposits 63,079 — 63,079 Intangible assets 750,000 — 750,000 Total identifiable assets acquired 2,221,972 (35,448 ) 2,186,524 Accrued expenses (94,702 ) — (94,702 ) Accounts payable (12,004 ) — (12,004 ) Deferred tax liability (182,487 ) — (182,487 ) Talent liability (842,317 ) 24,328 (817,989 ) Deferred revenue (20,622 ) — (20,622 ) Other current liability (90,586 ) 90,586 — Paycheck Protection Program loan (304,169 ) — (304,169 ) Total liabilities assumed (1,546,887 ) 114,914 (1,431,973 ) Net identifiable assets acquired 675,085 79,466 754,551 Goodwill 1,634,496 (162,117 ) 1,472,379 Net assets acquired $ 2,309,581 $ (82,651 ) $ 2,226,930 The above estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. As of August 17, 2020, the Company recorded the identifiable net assets acquired of $675,085 as shown in the table above in its consolidated balance sheet. During the period between August 17, 2020 and December 31, 2020, the Company’s measurement period adjustments of $79,466 were made and, accordingly, the Company recognized these adjustments in its December 31, 2020 consolidated balance sheet to reflect the adjusted identifiable net assets acquired of $754,551 as shown in the table above. The following is a reconciliation of the initially reported fair value to the adjusted fair value of goodwill: Schedule of Reconciliation of Initially Reported Fair Value to Adjusted Fair Value of Goodwill Goodwill originally reported August 17, 2020 $ 1,634,496 Changes to estimated fair values: Other current liabilities (90,586 ) Talent liability (24,328 ) Accounts receivable 35,448 Change in Goodwill (82,651 ) Goodwill December 31, 2020 $ 1,472,379 Due to the characteristics of the industry and services Dolphin provides, the acquisitions typically do not have significant amounts of tangible assets since the principal assets acquired are client relationships, talent and trade names. As a result, a substantial portion of the purchase price is primarily allocated to intangible assets and goodwill. Be Social provided social media marketing expertise within our subsidiaries, which we did not have before and was interested in expanding. Goodwill resulting from the Be Social acquisition is not deductible for tax purposes. Unaudited Pro Forma Consolidated Statements of Operations The following presents the pro forma consolidated operations as if B/HI and Be Social had been acquired on January 1, 2020: Schedule of Proforma Results of Operations 2020 Revenues $ 27,377,485 Net loss (2,563,735 ) The pro forma amounts for 2020 have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisitions to reflect (a) the amortization that would have been charged, assuming the intangible assets resulting from the acquisitions had been recorded on January 1, 2020 and (b) to exclude $115,949 of acquisition costs that were expensed by the Company for the year ended December 31, 2020. The impact of the acquisition of Be Social and B/HI on the Company’s actual results for periods following the acquisitions may differ significantly from that reflected in this unaudited pro forma information for a number of 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 acquisitions been completed on January 1, 2020, 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. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 — GOODWILL AND INTANGIBLE ASSETS As of December 31, 2021, the Company has a balance of $ 20,021,357 Goodwill All of the Company’s goodwill is related to the entertainment, publicity and marketing segment. Changes in the carrying value of goodwill were as follows: Schedule of Changes In Carrying Value of Goodwill $ 17,947,989 Measurement period adjustments (1) 45,371 Acquisitions (2) 1,634,496 Balance as of December 31, 2020 $ 19,627,856 Measurement period adjustments (3) (77,094) Acquisitions (4) 470,595 Balance as of December 31, 2021 $ 20,021,357 (1) Measurement period adjustments recorded in connection with the Shore Fire and Be Social acquisitions. (2) Acquisition of Be Social in August 2020. (3) Measurement period adjustments recorded in connection with the Be Social and B/HI acquisitions. (4) Acquisition of B/HI in January 2021. In 2020, the Company determined that the adverse effects of COVID-19 on certain of the industries in which it operates was an indicator of a possible impairment of goodwill. As such, during the first quarter of 2020, the Company updated its estimates and assumptions, and with the information available at the time of the assessment, performed an impairment test on the carrying value of its goodwill and determined that an impairment adjustment was not necessary. During the fourth quarters of 2021 and 2020, management performed a qualitative assessment and concluded that it is more likely than not that the fair value of the reporting unit was not less than its carrying amount. As a result, no impairment charges were recorded during the years ended December 31, 2021 or 2020. Intangible Assets Intangible assets consisted of the following as of December 31, 2021 and 2020: Schedule of Intangible Assets December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 8,290,000 $ 4,880,016 $ 3,409,984 $ 8,130,000 $ 3,787,406 $ 4,342,594 Trademarks and trade names 4,490,000 1,797,917 2,692,083 4,440,000 1,330,535 3,109,465 Non-compete agreements 690,000 650,000 40,000 630,000 630,000 — $ 13,470,000 $ 7,327,933 $ 6,142,067 $ 13,200,000 $ 5,747,941 $ 7,452,059 The following table presents the changes in intangible assets for the years ended December 31, 2021 and 2020: Schedule of changes in intangible assets Balance as of December 31, 2019 $ 8,361,539 Intangible assets from Be Social acquisition 750,000 Amortization expense (1,659,480 ) Balance as of December 31, 2020 $ 7,452,059 Intangible assets from B/HI acquisition 270,000 Amortization expense (1,579,992 ) Balance as of December 31, 2021 $ 6,142,067 Amortization expense related to intangible assets for the next five years is as follows: Schedule of amortization expense related to intangible assets for the next five years 2022 $ 1,367,330 2023 1,227,824 2024 991,715 2025 961,373 2026 934,001 Thereafter 659,824 Total $ 6,142,067 |
CAPITALIZED PRODUCTION COSTS
CAPITALIZED PRODUCTION COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
CAPITALIZED PRODUCTION COSTS | NOTE 8 — CAPITALIZED PRODUCTION COSTS Revenue earned from the domestic distribution of motion pictures was $ 21,894 107,880 Believe The Company purchases scripts and incurs other costs, such as preparation of budgets, casting, etc., for other motion picture or digital productions. During the years ended December 31, 2021 and 2020, the Company recorded impairments of $ 234,734 45,000 As of December 31, 2021 and 2020, the Company had total, net capitalized production costs of $ 137,235 271,139 |
PROPERTY, EQUIPMENT AND LEASEHO
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | NOTE 9 — PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvement consists of: Schedule of Property, equipment and leasehold December 31, 2021 2020 Furniture and fixtures $ 910,169 $ 883,491 Computers, office equipment and software 1,754,737 1,759,659 Leasehold improvements 505,425 770,629 Property plant and equipment gross 3,170,331 3,413,779 Less: accumulated depreciation and amortization (2,696,669 ) (2,613,708 ) Property plant and equipment net $ 473,662 $ 800,071 The Company recorded depreciation expense of $ 325,362 370,746 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
NOTES RECEIVABLE | NOTE 10 — NOTES RECEIVABLE Midnight Theatre The Midnight Theatre notes amount to $ 1,000,000 500,000 10,137 Subsequent to year-end, on each of January 3, 2022, February 2, 2022, March 22, 2022 and April 1, 2022, we issued Midnight Theatre four additional notes amounting in aggregate to $ 1,585,500 Crafthouse Cocktails On November 30, 2021 Crafthouse Cocktails issued a $ 500,000 Subsequent to year-end, on February 1, 2022, the Crafthouse Note was converted and Dolphin was issued common interests of Stanton South LLC. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 11 — EQUITY METHOD INVESTMENTS As of December 31, 2021, Investments consisted of Class A and Class B units of JDDC Elemental LLC, a Limited Liability Company operating under the name Midnight Theatre (“Midnight Theatre”). The Company will manage all aspects of 1,000,000 13 Investments held by the Company during 2020 represented an investment in equity securities of The Virtual Reality Company (“VRC”), a privately held company. The Company’s $ 220,000 220,000 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 12 — OTHER CURRENT LIABILITIES Other liabilities consisted of the following: Schedule of Other liabilities December 31, 2021 2020 Accrued funding under Max Steel production agreement $ 620,000 $ 620,000 Accrued audit, legal and other professional fees 429,299 325,587 Accrued commissions 457,269 162,678 Accrued bonuses 360,817 — Due to seller of Be Social (2021) and Shore Fire (2020) 304,169 370,000 Talent liability 2,908,357 1,334,990 Other 1,800,730 698,304 Other current liabilities $ 6,880,641 $ 3,511,559 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 13 — DEBT Total debt of the Company was as follows as of December 31, 2021 and 2020: Schedule of debt December 31, Debt Type 2021 2020 Convertible notes payable (see Note 14) $ 2,900,000 $ 1,445,000 Convertible notes payable - fair value option (see Note 15) 998,135 1,527,293 Non-convertible promissory notes (see Note 16) 1,176,644 1,273,394 Loans from related party (see Note 17) 1,107,873 1,107,873 Term loan — 900,292 Paycheck Protection Program loans — 3,099,869 Total debt 6,182,652 9,353,721 Less current portion of debt (307,685 ) (4,017,352 ) Noncurrent portion of debt $ 5,874,967 $ 5,336,369 The table below details the maturity dates of the principal amounts for the Company’s debt as of December 31, 2021: Schedule of Future Annual Contractual Principal Payment Commitments of Debt Debt Type Maturity Date 2022 2023 2024 2025 2026 Thereafter Convertible notes payable Ranging between June 2023 and March 2030 $ — $ 2,900,000 $ — $ — $ — $ 500,000 Nonconvertible promissory notes Ranging between January 2022 and December 2023 307,685 868,959 — — — — Loan from related party July 31, 2023 — 1,107,873 — — — — $ 307,685 $ 4,876,832 $ — $ — $ — $ 500,000 Production Service Agreement 3,311,198 As of December 31, 2021 and 2020, the Company no longer had any outstanding balances related to this Production Service Agreement on its consolidated balance sheets. Line of Credit On February 20, 2020, the Company paid down $ 500,000 Term Loan 1,200,390 3 0.75 March 15, 2023 900,292 Payroll Protection Program Loan In April 2020, the Company and its subsidiaries received an aggregate amount of $ 2.8 million 0.3 million 3.1 million We have not accrued any liability associated with the risk of an adverse Small Business Administration review. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 14 — CONVERTIBLE NOTES PAYABLE 2,900,000 1,445,000 Schedule of convertible notes payable December 31, 2021 2020 Principal Amount Net Carrying Principal Amount Net Carrying 10% convertible notes due in March 2022 $ — $ — $ 195,000 $ 195,000 10% convertible notes due in September 2022 — — 500,000 500,000 10% convertible notes due in October 2022 — — 500,000 500,000 10% convertible notes due in December 2022 — — 250,000 250,000 10% convertible notes due in August 2023 2,000,000 2,000,000 10% convertible notes due in September 2023 900,000 900,000 2,900,000 2,900,000 $ 1,445,000 $ 1,445,000 As discussed in Note 2, the Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective approach. The table below presents the required fair value disclosures of this new standard for the convertible debt outstanding as of December 31, 2021. As of December 31, 2021 Fair Value Level 10% convertible notes due in August 2023 $ 1,998,000 3 10% convertible notes due in September 2023 902,000 3 2,900,000 2021 Convertible Debt During 2021, the Company issued ten convertible promissory notes to four noteholders in the aggregate amount of $ 5,950,000 10 2.50 During the year ended December 31, 2021, the holders of seven convertible notes issued during 2021 converted the principal balance of $ 3,050,000 3,333 300,830 9.27 10.74 The Company recorded interest expense related to the 2021 Convertible Debt of $ 193,153 170,653 2020 Convertible Debt During 2020, the Company issued five convertible promissory notes to five noteholders in the aggregate amount of $ 1,445,000 10 2.50 During the year ended December 31, 2021, the holders of five convertible notes issued during 2020 converted the principal balance of $ 1,445,000 8,611 381,601 3.69 3.96 The Company recorded interest expense related to these convertible notes payable of $ 15,565 41,350 27,538 29,378 2019 Convertible Debt During 2019, the Company issued convertible promissory note agreements to third-party investors and received an aggregate of $ 1,100,000 1,000,000 416,880 For the year ended December 31, 2020, the Company recorded $ 741,009 708,643 41,794 2018 Convertible Debt On July 5, 2018, the Company issued an 8 1.5 million For the year ended December 31, 2020, the Company recorded interest expense and debt amortization in its consolidated statement of operations of $ 70,686 69,350 29,614 January 5, 2020 2017 Convertible Debt In 2017, the Company entered into subscription agreements pursuant to which it issued unsecured convertible promissory notes, each with substantially similar terms (“2017 Convertible Debt”). During 2020, the remaining $ 475,000 3,238 156,979 For the year ended December 31, 2020, the Company recorded interest expense and debt amortization in its consolidated statement of operation in the amount of $ 574,917 550,000 29,154 |
CONVERTIBLE NOTES PAYABLE AT FA
CONVERTIBLE NOTES PAYABLE AT FAIR VALUE | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable At Fair Value | |
CONVERTIBLE NOTES PAYABLE AT FAIR VALUE | NOTE 15 — CONVERTIBLE NOTES PAYABLE AT FAIR VALUE The following is a summary of the Company’s convertible notes payable for which it elected the fair value option as of December 31, 2021 and 2020: Schedule of fair value option Fair Value Outstanding as of December 31, 2021 2020 January 3 rd $ — $ 436,156 March 4 th 998,135 511,137 March 25 th — 580,000 Total convertible notes payable at fair value (a) $ 998,135 $ 1,527,293 (a) All amounts as of December 31, 2021 are recorded in noncurrent liabilities. As of December 31, 2020, this amount is recorded as $580,000 in current liabilities and $947,293 in noncurrent liabilities. 2020 Lincoln Park Note and Warrants On January 3, 2020, the Company entered into a securities purchase agreement with Lincoln Park Capital Fund LLC, an Illinois limited liability company (“Lincoln Park”) and issued a convertible promissory note with a principal amount of $ 1.3 million 1.2 million 41,518 3.91 41,518 41,518 5.25 15 18 The Company elected the fair value option to account for the 2020 Lincoln Park Note and determined that the 2020 Lincoln Park Warrants met the criteria to be accounted for as a derivative liability due to its net cash settlement provision upon a fundamental transaction. The fair value of the 2020 Lincoln Park Note on issuance was recorded as $ 885,559 103,845 403,491 During 2020, Lincoln Park converted an aggregate principal balance of $ 760,000 4.35 4.45 172,181 852,895 During 2021, Lincoln Park converted the remaining principal balance of $ 540,000 3.91 137,966 561,522 As of December 31, 2020, the principal balance of the 2020 Lincoln Park Note was $ 540,000 436,155 2020 Lincoln Park Warrants As described above, in connection with the 2020 Lincoln Park Note, the Company issued the 2020 Lincoln Park Warrants to purchase up to 41,518 shares of its common stock on January 3, 2020, as well as on each of the second, fourth, and six month anniversaries of the January 3rd Note issuance date (collectively “Series E, F, G, and H Warrants”). The fair value of the 2020 Lincoln Park Warrants was recorded on issuance as a debt discount of $ 314,441 85,559 400,000 During 2021, the Series E, F, G, and H Warrants were all converted into 146,027 2,397,877 March 4th Note On March 4, 2020, the Company issued a convertible promissory note to a third-party investor and in exchange received $ 500,000 20,000 3.91 8 460,000 40,000 For the years ended December 31, 2021 and 2020, the fair value of the convertible promissory note increased by $ 486,999 51,136 For the year ended December 31, 2021 and 2020, the fair value of the Series “I” Warrant increased by $ 85,000 10,000 As of both December 31, 2021 and 2020, the principal balance of the convertible promissory note was $ 500,000 998,135 511,136 135,000 50,000 March 25th Note On March 25, 2020, the Company issued a convertible promissory note to a third-party investor for a principal amount of $ 560,000 500,000 10,000 10,000 3.90 500,000 For the years ended December 31, 2021 and 2020, the fair value of the note decreased by $ 20,000 80,000 As of December 31, 2020, the principal balance of the convertible promissory note was $ 560,000 580,000 During 2021, the March 25th Note was fully converted into 143,588 Convertible Notes with Bifurcated Conversion Features (2019 Lincoln Park Note and 2019 Lincoln Park Warrants) On May 20, 2019, the Company entered into a securities purchase agreement with Lincoln Park pursuant to which the Company agreed to issue and sell to Lincoln Park a senior convertible promissory note with an initial principal amount of $ 1,100,000 The Company accounts for the embedded conversion feature of the 2019 Lincoln Park Note at fair value under ASC-815. Under ASC-815, an embedded feature in a debt instrument that meets the definition of a derivative is fair valued at issuance and remeasured at each reporting period with changes in fair value recognized in earnings. The Company also determined that the 2019 Lincoln Park Warrants met the definition of a derivative and should be classified as a liability recorded at fair value upon issuance and remeasured at each reporting period with changes recorded in earnings. During 2020, Lincoln Park converted an aggregate of $1,100,000 of principal into shares of common stock at a conversion price of $ 3.91 59,742 75,403 The Company did not have any balances related to 2019 Lincoln Park Note or the 2019 Lincoln Park Warrants on its consolidated balance sheets as of December 31, 2021 or 2020. |
NONCONVERTIBLE PROMISSORY NOTES
NONCONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Nonconvertible Promissory Notes | |
NONCONVERTIBLE PROMISSORY NOTES | NOTE 16 — NONCONVERTIBLE PROMISSORY NOTES As of December 30, 2021, the Company has outstanding unsecured nonconvertible promissory notes in the aggregate amount of $ 1,176,644 10 January 15, 2022 As of December 31, 2021 and 2020, the Company had a balance of $ 307,685 846,749 868,959 426,645 122,456 131,750 123,025 132,264 Subsequent to December 31, 2021, a non-convertible promissory note amounting to $ 0.2 million January 15, 2022 |
LOANS FROM RELATED PARTY
LOANS FROM RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Loans From Related Party | |
LOANS FROM RELATED PARTY | NOTE 17 — LOANS FROM RELATED PARTY Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”), previously advanced funds for working capital to Dolphin Films. In prior years, Dolphin Films entered into a promissory note with DE LLC (the “Original DE LLC Note”) in the principal amount of $ 1,009,624 10 For the years ended December 30, 2021 and 2020, the Company did not repay any principal balance of the New DE LLC Note. During the years ended December 31, 2021 and 2020, the Company recorded interest expense related to the DE LLC Notes of $ 110,787 111,091 81,621 500,000 As of both December 31, 2021, and 2020, the Company had a principal balance of $ 1,107,873 55,849 26,683 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 18 — 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, prepaid and other current assets, accounts payable and other non-current liabilities are representative of their fair values because of the short turnover of these instruments. The Company’s financial liabilities and their fair value assessment are described in detail below. Put Rights As of December 31, 2021, there were no amounts due to the sellers of 42West and certain 42West employees from the exercise of these put rights. During the year ended December 31, 2021 and 2020, the sellers exercised their put rights in accordance with their respective put agreements, and caused the Company to purchase 22,865 41,486 The carrying amount at fair value of the aggregate liability for the put rights recorded on the consolidated balance sheets at December 31, 2020 was $ 1,544,029 71,106 1,745,418 For the Put Rights, which measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the years ended December 31, 2021 and 2020: Schedule of Fair Value Assumptions Used to Value Liabilities Ending fair value balance reported in the consolidated balance sheet at December 31, 2019 $ 3,003,547 Put rights exercised in 2019, paid in 2020 (275,000 ) Gain due to change in fair value (1,745,418 ) Put rights exercised in 2020 but unpaid as of December 31, 2020 560,900 Ending fair value balance reported in the consolidated balance sheet at December 31, 2020 $ 1,544,029 Put rights paid in 2021 (1,015,135 ) Loss due to change in fair value 71,106 Loss in exchange of shares for put rights (a) 106,688 Put rights converted into 115,366 shares of common stock (706,688 ) Ending fair value of put rights reported in the consolidated balance sheet at December 31, 2021 $ — (a) The loss in exchange of shares for the put rights is included in gain on extinguishment of debt in the consolidated statements of operations. The Company utilized the Black-Scholes Option Pricing Model, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the Put Rights reflect management’s own assumptions about the assumptions that market participants would use in valuing the Put Rights as of the December 31, 2020. The Company determined the fair value by using the following key inputs to the Black-Scholes Option Pricing Model: Schedule of Black-Scholes Option Pricing model Inputs As of Equity volatility estimate 62.5 % Discount rate based on US Treasury obligations 0.09 % Contingent Consideration The Company had liabilities for contingent consideration for the following amounts as of December 31, 2021 and 2020: Schedule of contingent liability The Door Be Social B/HI December 31, 2020 $ 370,000 $ 160,000 $ — December 31, 2021 $ 2,381,869 $ 710,000 $ 1,192,352 307,692 16.25 2,000,000 1,620,000 279,562 In connection with the Company’s acquisition of Be Social, the seller of Be Social has the potential to earn up to $ 800,000 62.5 37.5 In connection with the Company’s acquisition of B/HI, the seller of B/HI has the potential to earn up to $ 1,200,000 50 50 69,525 600,000 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 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration as of the acquisition date. The Company determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Schedule of estimated fair value The Door Be Social B/HI Inputs As of As of December 31, 2021 As of As of Risk Free Discount Rate (based on U.S. government treasury obligation with a term similar to that of the contingent consideration) 0.16 % 0.73 % 0.13 0.17 % n/a % Annual Asset Volatility Estimate 60.0 % 85.0 % 73.5 % n/a % For the contingent consideration, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the years ended December 31, 2021 and 2020: Schedule of fair value categorized within Level 3 The Door Be Social B/HI Fair value at December 31, 2019 $ 330,000 $ — $ — Recognition of contingent consideration in acquisition — 145,000 — Loss in fair value 40,000 15,000 — Fair value at December 31, 2020 370,000 160,000 — Loss in fair value 2,011,869 550,000 1,192,352 Fair value at December 31, 2021 $ 2,381,869 $ 710,000 $ 1,192,352 Fair Value Option Election – Convertible notes payable and freestanding warrants Convertible notes payable During 2020, the Company issued three convertible notes payable: in the principal amount of $ 1.3 million 500,000 The 2020 convertible notes are measured at fair value categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values for the two years ended December 31, 2021: Schedule of reconciliation fair values January 3 rd March 4 th March 25th Note Fair value as of December 31, 2019 $ — $ — $ — Fair value at issuance 885,559 460,000 500,000 Loss in fair value 403,491 51,136 80,000 Exercise (852,895 ) — — Fair value as of December 31, 2020 $ 436,155 $ 511,136 $ 580,000 (Gain) loss in fair value 103,845 486,999 (20,000 ) Exercise (540,000 ) — (560,000 ) Fair value as of December 31, 2021 $ — $ 998,135 $ — The estimated fair value of the January 3rd Note and the March 25th Note as of December 31, 2020 was computed using a Monte Carlo simulation, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the note reflects management’s own assumptions about the assumptions that market participants would use in valuing the note as of the acquisition date and subsequent reporting periods, as shown below. The estimated fair value of the March 4th Note as of December 30, 2021 and 2020, 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 assumptions shown below. Schedule of estimated fair value January 3 rd March 4 th March 25th Note December 31, 2020 December 31, 2021 December 31, 2020 December 31, 2020 Valuation method Monte Carlo simulation Black-Scholes Model Black-Scholes Model Monte Carlo simulation Face value principal payable $ 440,000 $ 500,000 $ 500,000 $ 560,000 Original conversion price $ Variable (a) $ 3.91 $ 3.91 $ 3.91 Value of common stock $ 3.40 $ 8.52 $ 3.40 $ 3.40 Expected term (years) 1.01 8.18 9.18 0.24 Volatility 100 % 100 % 100 % 100 % Straight debt yield 12.0 % n/a n/a 12.0 % Risk free rate 0.10 % 1.47 % 0.93 % 0.09 % (a) The variable conversion price is the lower of (A) $5.25 per share and (B) the lower of (i) the lowest intraday sales price of our common stock on the applicable conversion date and (ii) the average of the three lowest closing sales prices of our common stock during the twelve consecutive trading days including the trading day immediately preceding the conversion date but under no circumstances lower than $3.91 per share. Warrants In connection with the 2020 Lincoln Park Note, the Company issued the 2020 Lincoln Park Warrants (“Series E, F, G, and H Warrants”). In connection with the March 4th Note, the Company issued the Series I Warrants. In connection with the 2019 Lincoln Park Note, the Company issued the 2019 Lincoln Park warrants. See Note 14 for further information on the terms of these warrants. The following is a reconciliation of the fair values for all warrants outstanding during the two years ended December 31, 2021, which are measured at fair value and categorized within Level 3 of the fair value hierarchy: Schedule of Reconciliation Fair Value Series E, F, G and H Warrants Series I Warrants 2019 Lincoln Park Warrants Liability as of December 31, 2019 $ — $ — $ 189,590 Liability at issuance 314,441 40,000 — Loss in fair value 85,559 10,000 179,886 Exercise of warrants — — (369,476 ) Liability as of December 31, 2020 $ 400,000 $ 50,000 $ — Loss in fair value 2,397,877 85,000 — Exercise of warrants (2,797,877 ) — — Liability as of December 31, 2021 $ — $ 135,000 $ — Schedule of estimated fair value Series E, F, G and H Warrants Series I Warrants 2019 Lincoln Park Warrants December 31, 2020 December 31, 2021 December 31, 2020 December 31, 2020 Aggregate Fair Value $ 400,000 $ 135,000 $ 50,000 $ 189,590 Exercise Price per share $ 3.91 $ 3.91 $ 3.91 $ 10.00 Value of Common Stock $ 3.40 $ 8.52 $ 3.40 $ 3.50 Term (years) 4.51 3.67 4.67 5.39 Volatility 100 % 100 % 100 % 90 % Dividend yield 0 % 0 % 0 % 0 % Risk free rate 0.31 % 1.07 % 0.31 % 1.60 % Derivative Liability (2019 Lincoln Park Note Embedded Conversion Feature) The Company accounted for the embedded conversion feature of the 2019 Lincoln Park Note as a derivative liability. For the embedded conversion feature, which is measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the year ended December 31, 2020: Schedule of Derivative Liability Ending fair value balance - December 31, 2019 $ 170,000 Change in fair value reported in the statements of operations — Reduction in value due to note principal conversion (170,000 ) Ending fair value balance - December 31, 2020 $ — |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 19 — VARIABLE INTEREST ENTITIES VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses or the right to receive the residual returns of the entity. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. To assess whether the Company has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity investments, servicing fees, and derivative or other arrangements deemed to be variable interests in the VIE. This assessment requires that the Company apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. The Company evaluated the entities in which it did not have a majority voting interest and determined that it had (1) the power to direct the activities of the entities that most significantly impact their economic performance and (2) had the obligation to absorb losses or the right to receive benefits from these entities. As such the financial statements of JB Believe, LLC are consolidated in the consolidated balance sheets as of December 31, 2021 and 2020, and in the consolidated statements of operations and statements of cash flows presented herein for the years ended December 31, 2021 and 2020. This entity was previously under common control and has been accounted for at historical costs for all periods presented. Summary of Financial Information for Variable Interest Entities JB Believe LLC As of and for the years ended December 31, 2021 2020 Assets $ 265,778 $ 61,151 Liabilities $ (6,749,738 ) $ (6,559,567 ) Revenues $ 21,894 $ 107,800 Expenses $ (7,437 ) $ (46,649 ) The Company performs ongoing reassessments of (1) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain triggering events, and therefore would be subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding the Company’s involvement with a VIE cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively with assets and liabilities of a newly consolidated VIE initially recorded at fair value unless the VIE is an entity which was previously under common control, which in that case is consolidated based on historical cost. A gain or loss may be recognized upon deconsolidation of a VIE depending on the amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements. JB Believe LLC, an entity owned by Believe Film Partners LLC, of which the Company owns a 25% membership interest, was formed for the purpose of recording the production costs of the motion picture “ Believe Believe 3,200,000 5,000,000 21,894 107,800 6,491,834 3,311,198 1,484,591 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 20 — STOCKHOLDERS’ EQUITY Preferred Stock The Company’s Amended and Restated Articles of Incorporation authorize the issuance of 10,000,000 On July 6, 2017, pursuant to the Second Amended and Restated Articles of Incorporation, each share of Series C is convertible into one share of common stock, subject to adjustment for each issuance of common stock (but not upon issuance of common stock equivalents) that occurred, or occurs, from the date of issuance of the Series C (the “issue date”) until the fifth (5th) anniversary of the issue date (i) upon the conversion or exercise of any instrument issued on the issued date or thereafter issued (but not upon the conversion of the Series C), (ii) upon the exchange of debt for shares of common stock, or (iii) in a private placement, such that the total number of shares of common stock held by an “Eligible Class C Preferred Stock Holder” (based on the number of shares of common stock held as of the date of issuance) will be preserved at the same percentage of shares of common stock outstanding held by such Eligible Class C Preferred Stock Holder on such date. An Eligible Class C Preferred Stock Holder means any of (i) DE LLC for so long as Mr. O’Dowd continues to beneficially own at least 90% and serves on the board of directors or other governing entity, (ii) any other entity in which Mr. O’Dowd beneficially owns more than 90%, or a trust for the benefit of others, for which Mr. O’Dowd serves as trustee and (iii) Mr. O’Dowd individually. 3.0 million 4,738,940 At the meeting of the Board on November 12, 2020, the Board and Mr. O’Dowd agreed to restrict the conversion of the Series C until the Board approved its conversion. Therefore, on November 16, 2020, the Company and DE, LLC entered into a Stock Restriction Agreement pursuant to which the conversion of the Series C is prohibited until such time as a majority of the independent directors of the Board approves the removal of the prohibition. The Stock Restriction Agreement also prohibits the sale or other transfer of the Series C until such transfer is approved by a majority of the independent directors of the Board. The Stock Restriction Agreement shall terminate upon a Change of Control (as such term is defined in the Stock Restriction Agreement) of the Company. The Certificate of Designation also provides for a liquidation value of $ 0.001 Common Stock On September 24, 2021, the Company, filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation effecting an amendment to increase the number of authorized shares of the Company’s common stock from 40,000,000 shares to 200,000,000 shares. The Articles of Amendment were approved by the Company’s shareholders at the 2021 annual meeting of shareholders. Previously and effective November 27, 2020, the Company amended its Amended and Restated Articles of Incorporation to effectuate a 1:5 reverse stock split. As a result, the number of authorized shares of common stock was reduced from 200,000,000 40,000,000 2021 Lincoln Park Transaction On December 29, 2021, the Company entered into a purchase agreement (the “LP 2021 Purchase Agreement”) and a registration rights agreement (the “LP 2021 Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Pursuant to the terms of the LP 2021 Purchase Agreement, Lincoln Park has agreed to purchase from the Company up to $ 25,000,000 Pursuant to the terms of the LP 2021 Registration Rights Agreement, the issuance of the commitment shares (as defined below) have been registered pursuant to the Company’s effective shelf registration statement on Form S-3, and the related base prospectus included in the registration statement, as supplemented by a prospectus supplement filed on January 21, 2022. Pursuant to the terms of the LP 2021 Purchase Agreement, at the time the Company signed the LP 2021 Purchase Agreement and the LP 2021 Registration Rights Agreement, the Company issued 51,827 During the year ended December 31, 2021, excluding the commitment shares mentioned above, the Company did not sell any shares of common stock under the LP 2021 Purchase Agreement. Subsequent to December 31, 2021, the Company sold 1,035,000 3.47 5.15 4,367,640 Under applicable rules of the NASDAQ Capital Market, the Company could not issue or sell more than 19.99% of the shares of its common stock outstanding immediately prior to the execution of the LP 2021 Purchase Agreement (1,592,914 shares) to Lincoln Park under the LP 2021 Purchase Agreement without stockholder approval, unless the average price of all applicable sales of its common stock to Lincoln Park under the LP 2021 Purchase Agreement equals or exceeds a threshold amount as set forth in the LP 2021 Purchase Agreement. Incentive Compensation Plan On June 29, 2017, the shareholders of the Company approved the Dolphin Digital Media, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The Company did not issue any Awards under the 2017 Plan during the years ended December 31, 2021 and 2020. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Loss per share: | |
LOSS PER SHARE | NOTE 21 — LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share: Schedule of Basic and Diluted Income (Loss) Per Share Year ended December 31, 2021 2020 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (6,462,303 ) $ (1,939,192 ) Change in fair value of put rights — (1,745,418 ) Numerator for diluted loss per share $ (6,462,303 ) $ (3,684,610 ) Denominator Denominator for basic EPS - weighted-average shares 7,614,774 5,619,969 Effect of dilutive securities: Put rights — 762,968 Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of Put rights 7,614,774 6,382,937 Basic loss per share $ (0.85 ) $ (0.35 ) Diluted loss per share $ (0.85 ) $ (0.58 ) Basic loss 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 earnings per share assume that any dilutive equity instruments, such as put rights, convertible notes payable and warrants were exercised and outstanding Common Stock adjusted accordingly, if their effect is dilutive. One of the Company’s convertible note payable, the warrants and the Series C 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 years ended December 31, 2021 and 2020, the Company had a net loss and as such the two-class method is not presented. In periods when the Put Rights are assumed to have been settled at the beginning of the period in calculating the denominator for diluted loss per share, the related change in the fair value of Put Right liability recognized in the consolidated statements of operations for the period, is added back or subtracted from net income during the period. The denominator for calculating diluted loss per share for the year ended December 31, 2020, assumes the Put Rights had been settled at the beginning of the period, and therefore, the related income due to the decrease in the fair value of the Put Right liability during the year ended December 31, 2020 is subtracted from net loss. The number of shares added to the denominator for the Put Rights is calculated using the reverse treasury stock method that assumes the Company issues and sells sufficient shares at the average period trading price to satisfy the Put Right contracts. For the year ended December 31, 2021, the fair value of the Put Rights increased, creating a loss in fair value of the Put Rights. The Company did not include the increase in the calculation of diluted loss per share as inclusion would be anti-dilutive. For the years ended December 31, 2021 and 2020, the Company excluded 506,674 847,191 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | NOTE 22 — WARRANTS A summary of warrant activity during the years ended December 31, 2021 and 2020 is as follows: Summary of Warrants Issued Warrants: Shares Weighted Avg. Balance at December 31, 2019 455,451 $ 16.75 Issued 186,072 3.91 Exercised (110,000 ) 3.91 Expired (310,010 ) 23.70 Balance at December 31, 2020 221,513 $ 7.08 Issued — — Exercised (166,072 ) 3.91 Expired (35,441 ) 23.70 Balance at December 31, 2021 20,000 3.91 2019 Lincoln Park Warrants During 2019, the Company issued the 2019 Lincoln Park Warrants (see Note 15). The 2019 Lincoln Park Warrants became exercisable on the six-month anniversary of issuance and for a period of five years thereafter. Pursuant to the warrant agreements, if a resale registration statement covering the shares of common stock underlying the 2019 Lincoln Park Warrants was not effective and available at the time of exercise, the 2019 Lincoln Park Warrants were exercised by means of a “cashless” exercise formula. On June 5, 2020, Lincoln Park exercised the 2019 Lincoln Park Warrants by means of a cashless exercise formula and was issued 75,403 179,886 Series E, F, G and H Warrants During 2020, in relation to the 2020 Lincoln Park Note, the Company issued the 2020 Lincoln Park Warrants (see Note 15, collectively “Series E, F, G, and H Warrants”. The 2020 Lincoln Park Warrants become exercisable on the six-month anniversary of issuance and for a period of five years thereafter. If a resale registration statement covering the shares of common stock underlying the 2020 Lincoln Park Warrants was not effective and available at the time of exercise, the 2020 Lincoln Park Warrants were exercisable by means of a “cashless” exercise formula. The Company determined that the 2020 Lincoln Park Warrants should be classified as freestanding financial instruments that meet the criteria to be accounted for as derivative liabilities and recorded a fair value at issuance of $ 314,441 The Company recorded a loss of $ 2,397,877 85,559 400,000 Series “I” Warrants On March 4, 2020, in connection with the issuance of a $ 500,000 20,000 3.91 40,000 The Company recorded expense of $ 85,000 10,000 135,000 50,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 23 — RELATED PARTY TRANSACTIONS As part of the employment agreement with its CEO, the Company provided a $ 1,000,000 1,625,000 10 As of December 31, 2021 and 2020, the Company had accrued $ 2,625,000 1,565,588 1,756,438 262,500 263,219 453,345 The Company entered into the New DE LLC Note with an entity wholly owned by our CEO. See Note 17 for further discussion. For the period between October 5 th th 8,500 17,000 In connection with the acquisition of 42West, the Company and its CEO, as personal guarantor, entered into put agreements with each of the sellers of 42West, pursuant to which the Company granted the put rights. During the years ended December 31, 2021 and 2020, the Company made payments amounting to $ 400,000 450,000 6,507 46.10 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 24 — 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, Be Social, and B/HI. 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. · 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) before other income (expenses) on the Company’s consolidated statements of operations for the year ended December 31, 2021. Salaries and 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. In addition, general and administrative expenses include rental expense and depreciation of property, equipment and leasehold improvements for properties occupied by corporate office employees. All segments follow the same accounting policies as those described in Note 2. In connection with the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social, and B/HI, the Company assigned $ 6,142,067 7,327,933 20,021,357 Schedule of Revenue and Assets by Segment Year ended December 31, 2021 2020 Revenue: EPM $ 35,705,305 $ 23,946,680 CPD 21,894 107,800 Total $ 35,727,199 $ 24,054,480 Segment operating income (loss): EPM $ (451,406 ) $ 19,743 CPD (5,029,377 ) (2,631,261 ) Total operating loss (5,480,783 ) (2,611,518 ) Interest expense (785,209 ) (2,133,660 ) Other (loss) income, net (158,955 ) 2,668,911 Loss before income taxes $ (6,424,947 ) $ (2,076,267 ) As of December 31, 2021 2020 Assets: EPM $ 48,645,789 $ 45,266,315 CPD 4,099,512 4,085,636 Total assets $ 52,745,301 $ 49,351,951 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 25 — INCOME TAXES The Company’s current and deferred income tax provision (benefits) are as follows: Schedule of Income Tax Expense (Benefit) December 31, 2021 2020 Current income tax provision (benefit) expense Federal $ — $ — State — — Current $ — $ — Deferred income tax provision (benefit) expense Federal $ (1,107,490 ) $ (384,419 ) State (37,908 ) (2,386,715 ) Deferred $ (1,145,398 ) $ (2,771,134 ) Change in valuation allowance Federal $ 1,145,789 $ 291,311 State 36,965 2,342,748 Change in valuation allowance 1,182,754 2,634,059 Income tax provision (benefit) $ 37,356 $ (137,075 ) During the preparation of the consolidated financial statements as of and for the year ended December 31, 2021, the Company identified certain immaterial errors related to its accounting for income taxes. Specifically, for the year ended December 31, 2020, the Company used a blended state rate for the estimate of future tax rate in the calculation of the state specific deferred tax assets and liabilities. This blended rate was also used for the calculation of the state net operating losses deferred tax asset, instead of a rate specific to each jurisdiction as required by ASC 740. During the year ended December 31, 2021, the Company revised the tax rate used to calculate the state net operating loss deferred tax asset for the year ending December 31, 2020, resulting in a lower deferred tax asset and a corresponding lower valuation allowance in the amount of $ 1,794,491 The errors did not impact revenue or loss from operations in the consolidated statement of operations, or net cash used in operations reported in the consolidated statement of cash flows for any of those periods. As the Company has a valuation allowance on all of the deferred tax assets, this revision had no impact on the balance sheets, statements of operations or statements of cash flows as of and for the years ended December 31, 2021 and 2020. As of December 31, 2021, the Company has approximately $ 46,675,025 26,228,552 14,974,447 3,366,348 3,886,621 528,460 1,065,218 18,569,545 17,312,519 A reconciliation of the federal statutory tax rate with the effective tax rate from continuing operations is as follows: Schedule of Effective Tax Rate Reconciliation December 31, 2021 2020 Federal statutory tax rate 21.0 % 21.0 % PPP loan forgiveness 10.6 % 0.0 % Change in fair value of contingent consideration (12.4 )% (0.6 )% Change in fair value of derivative liabilities (10.4 )% 0.0 % State income taxes, net of federal income tax benefit 0.0 % 2.4 % Change in state tax rate 1.3 % 31.2 % Return to provision adjustment (0.6 )% (1.0 )% Business combination 0.4 % 6.8 % Other (0.8 )% 1.9 % Change in valuation allowance (9.7 )% (50.2 )% Effective tax rate (0.6 )% 7.7 % As of December 31, 2021 and 2020, the Company does not have any material unrecognized tax benefits and accordingly has not recorded any interest or penalties related to unrecognized tax benefits. The Company does not believe that unrecognized tax benefits will significantly change within the next twelve months. The Company and its subsidiaries file Federal, California, Florida, Illinois, Massachusetts, New York State, and New York City income tax returns. These returns remain subject to examination by taxing authorities for all years after December 31, 2018. During the year ended December 31, 2020, the Company assessed its status as primary beneficiary of the Max Steel VIE and determined that it was no longer the primary beneficiary (see Note 16 - Variable Interest Entities). As a result, the Company removed the tax assets and liabilities allocable to the VIE from its balance sheet. The net effect of the removal of these was zero, as the valuation allowance against the Max Steel deferred tax assets was removed as well with the deconsolidation. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 26 — LEASES The Company and its subsidiaries are party to various office leases with terms expiring at different dates through December 2026. 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. 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. Schedule of Right of Use Asset or Lease Liability Calculations December 31, 2021 2020 Assets Right-of-use asset $ 6,129,411 $ 7,106,279 Liabilities Current Lease liability $ 1,600,107 $ 1,791,773 Noncurrent Lease liability $ 5,132,895 $ 5,964,275 Total lease liability $ 6,733,002 $ 7,756,048 The table below shows the lease expenses recorded in the consolidated statements of operations incurred during year ended December 31, 2021 and 2020. Schedule of Lease Income and Expenses December 31, Lease costs Classification 2021 2020 Operating lease costs Selling, general and administrative expenses $ 2,642,798 $ 2,234,988 Operating lease costs Direct costs 60,861 231,410 Net lease costs $ 2,703,659 $ 2,466,398 Lease Payments For the year ended December 31, 2021 and 2020, the Company made cash payments related to its operating leases in the amount of $ 2,733,158 2,404,127 Future minimum payments for operating leases in effect at December 31, 2021 were as follows: Schedule of Future Minimum Payments Under Operating Lease Agreements 2022 $ 2,073,241 2023 1,954,903 2024 1,824,908 2025 1,232,060 2026 940,989 Thereafter — Total $ 8,026,101 Less: Imputed interest (1,293,099 ) Present value of lease liabilities $ 6,733,002 As of December 31, 2021, the Company’s weighted average remaining lease terms on its operating lease is 3.78 7.60 Rent expense for the years ended December 31, 2021 and 2020 was $ 2,703,659 2,466,398 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 27 — COMMITMENTS AND CONTINGENCIES Litigation The Company may be subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. In the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows. The Company is not aware of any pending litigation as of the date of this report. Letter of Credit Pursuant to the lease agreements of 42West’s New York office location, the Company is required to issue letters of credit to secure the leases. On July 24, 2018, the Company renewed the letter of credit issued by City National Bank for the 42West office space in New York. The original letter of credit was for $677,354 and originally expired on August 1, 2018. This letter of credit renews automatically annually unless City National Bank notifies the landlord 60-days prior to the expiration of the bank’s election not to renew the letter of credit. In connection with the annual renewal in 2021, the letter of credit was reduced to $541,883. The Company granted City National Bank a security interest in bank account funds totaling $541,883 pledged as collateral for the letter of credit. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit. The Company is not aware of any other claims relating to its outstanding letter of credit as of December 31, 2021. Motion Picture Industry Pension Accrual 42West was a contributing employer to the Motion Picture Industry Pension Individual Account and Health Plans (collectively the “Motion Picture Industry Plans”), two multiemployer pension funds and one multiemployer welfare fund, respectively until March 31, 2019. The Motion Picture Industry Plans are governed by the Employee Retirement Income Security Act of 1974, as amended. During the year ended December 31, 2020, the Plans conducted an exit audit of 42West’s books and records for the period August 21, 2016 through March 31, 2019 in connection with the alleged contribution obligations to the Motion Picture Industry Plans. Based on the findings of the audit, 42West was liable for $ 87,532 87,532 |
EMPLOYEE BENEFIT PLAN AND EQUIT
EMPLOYEE BENEFIT PLAN AND EQUITY INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN AND EQUITY INCENTIVE PLAN | NOTE 28 — EMPLOYEE BENEFIT PLAN AND EQUITY INCENTIVE PLAN The Company and its wholly owned subsidiaries have 401(K) profit sharing plan that covers substantially all of its employees. The Company’s 401(K) plan matches up to 4% of the employee’s contribution. The plans match dollar for dollar the first 3% of the employee’s contribution and then 50% of contributions up to 5%. There are certain limitations for highly compensated employees. The Company’s contributions to these plans for the years ended December 31, 2021 and 2020, were approximately $ 424,423 320,389 On January 13, 2022, the Compensation Committee of the Board approved the issuance of 36,240 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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. Due to COVID-19 and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. |
Statement of Comprehensive Income | Statement of Comprehensive Income In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 220, Comprehensive Income |
Revenue Recognition | Revenue Recognition To determine recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as or when we satisfy the performance obligation. We only apply the five-step model to contracts when it is probable that Dolphin will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are distinct performance obligations. We then assess whether we act as an agent or a principal for each identified performance obligation and include revenue within the transaction price for third-party costs when we determine that we act as principal. We typically do not capitalize costs to obtain a contract as these amounts would generally be recognized over a period of one year or less. The majority of our fees are recognized over time as services are performed, and 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 and are paid a percentage of the revenue earned by the social media influencer. Due to the short-term nature of these contracts, the performance obligation is typically completed and revenue is recognized at a point in time, typically the date of publication. Principal vs. Agent When a third-party is involved in the delivery of our services to the client, we assess whether or not we are acting as a principal or an agent in the arrangement. The assessment is based on whether we control the specified services at any time before they are transferred to the customer. We have determined that in our events and public relations businesses, we generally act as a principal as our agencies provide a significant service of integrating goods or services provided by third parties into the specified deliverable to our clients. In addition, we have determined that we are responsible for the performance of the third-party suppliers, which are combined with our own services, before transferring those services to the customer. We have also determined that we act as principal when providing creative services and media planning services, as we perform a significant integration service in these transactions. For performance obligations in which we act as principal, we record the gross amount billed to the customer within total revenue and the related incremental direct costs incurred as billable expenses. When a third-party is involved in the production of an advertising campaign and for media buying services, we have determined that we act as the agent and are solely arranging for the third-party suppliers to provide services to the customer. Specifically, we do not control the specified services before transferring those services to the customer, we are not primarily responsible for the performance of the third-party services, nor can we redirect those services to fulfill any other contracts. We do not have inventory risk or discretion in establishing pricing in our contracts with customers. For performance obligations for which we act as the agent, we record our revenue as the net amount of our gross billings less amounts remitted to third parties. In these types of arrangements, the gross billings are recorded as other receivables in the consolidated balance sheets and the amounts remitted to third parties are recorded as “talent liability” within other current liabilities in the consolidated balance sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash represents amounts held by banking institutions as collateral for security deposits under leases for office space in New York City. For 2020 the amount also included a lease in Newton, Massachusetts that expired in March of 2021. As of December 31, 2021 and 2020 the Company had a balance of $ 541,883 714,096 |
Accounts Receivables | Accounts Receivables The Company’s trade accounts receivable relate to its entertainment publicity and marketing business, and are recorded at their net realizable value, which is net of an allowance for doubtful accounts. The carrying amount of accounts receivable is reduced by an allowance for doubtful account that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. When preparing these estimates, management considers a number of factors, including the age of the receivables, current economic conditions, historical losses and other information management obtains regarding the financial condition of customers. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Other receivables are gross amounts collected from third parties suppliers in transactions in which we act as an agent (refer to Revenue Recognition, “Principal vs. Agent” section). |
Notes Receivable | Notes Receivable The notes receivable held by the Company are convertible note receivables from Stanton South LLC (“Crafthouse Cocktails”) and JDDC Elemental LLC (“Midnight Theatre”) (the “Notes Receivable”). The Notes Receivable are recorded at their principal face amount plus accrued interest. Due to their short-term maturity and conversion terms (see Note 10), these have been recorded at the face value of the note and an allowance for credit losses has not been established. |
Employee Receivable | Employee Receivable The Company records receivables from employees separately on its consolidated balance sheets. During 2021, the Company made payments to Amanda Lundberg, the CEO of 42West, in the aggregate amount of $ 366,085 94,000 16,000 December 31, 2027 2 |
Other Current Assets and Other Long-Term Assets | Other Current Assets and Other Long-Term Assets Other current assets consist primarily of prepaid expenses, interest receivable, and other non-customer receivables. Other assets consist of equity method investments (see Note 11) and security deposits. From time to time, indemnification assets for certain acquisitions are recorded in Other assets; however there were no indemnification assets as of December 31, 2021 and 2020. |
Capitalized Production Costs | Capitalized Production Costs Capitalized production costs include the costs of scripts for projects that have not been developed or produced. Capitalized productions costs are initially recorded at cost that is also deemed to be its fair value and reviewed at each balance sheet date for impairment. Whenever, the carrying amount is determined to be above the fair value, the capitalized production cost is impaired. |
Investments and Strategic Arrangements | Investments and Strategic Arrangements From time to time, the Company may participate in selected investment or strategic arrangements to expand its operations or customer base, including arrangements that combine the Company’s skills and resources with those of others to allow for the performance of particular projects. Management determines whether each business entity in which it has equity interests, debt, or other investments constitutes a variable interest entity (“VIE”) based on the nature and characteristics of such arrangements. If an investment arrangement is determined to be a VIE, then management determines if the Company is the VIE’s primary beneficiary by evaluating several factors, including the Company’s: (i) risks and responsibilities; (ii) ownership interests; (iii) decision making powers; and (iv) financial interests, among other factors. If management determines the Company is the primary beneficiary of a VIE, then it would be consolidated, and other parties’ interests in the VIE would be accounted for as non-controlling interests. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. The Company has determined that it is the primary beneficiary of JB Believe, LLC, formed on December 4, 2012 in the State of Florida; as such it has included it in its consolidated financial statements as of and for the years ended December 31, 2021 and 2020 as a VIE. Refer to Note 19 for additional information on Variable Interest Entities. The Company’s investments in entities for which it does not have a controlling interest and is not the primary beneficiary, but for which it has the ability to exert significant influence, are accounted for using the equity method of accounting. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. The equity method investments are recorded in other long-term assets in the consolidated balance sheets. Refer to Note 11 for additional information on Equity Method Investments. |
Intangible Assets | Intangible Assets In connection with the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social and B/HI, the Company acquired in aggregate an estimated $13.5 million of intangible assets with finite useful lives initially estimated to range from 3 to 13 years. The finite-lived intangible assets consist primarily of customer relationships, trade names and non-compete agreements. Intangible assets are initially recorded at fair value and are amortized over their respective estimated useful lives (see table below) and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. See Note 7 for further discussion. The range of estimated useful lives to be used to calculate amortization for finite-lived intangibles are as follow: Schedule of Intangible Assets Intangible Asset Amortization Method Amortization Period (Years) Customer relationships Accelerated Method 3 13 Trademarks and trade names Straight-line 2 10 Non-compete agreements Straight-line 2 3 |
Goodwill | Goodwill Goodwill results from business combinations and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. The Company accounts for goodwill in accordance with FASB ASC No. 350, Intangibles—Goodwill and Other (“ASC 350”). Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. The Company’s annual assessment is performed in the fourth quarter. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. The range of estimated useful lives to be used to calculate depreciation and amortization for principal items of property and equipment are as follow: Schedule of Estimated Useful Lives for Property and Equipment Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 7 Computers, office equipment and software 3 5 Leasehold improvements 5 8 |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interest requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. Contingent Consideration The Company records contingent consideration as a result of certain acquisitions (see Note 6). The Company records the fair value of the contingent consideration liability in the condensed consolidated balance sheets under the caption “Contingent Consideration” and records changes to the liability against earnings or loss under the caption “Changes in fair value of contingent consideration” in the condensed consolidated statements of operations. Put Rights In connection with the 42West acquisition in 2017, the Company entered into put right agreements, pursuant to which it granted put rights to the sellers and certain 42West employees. The Company records the fair value of the liability in the consolidated balance sheets under the caption “Put rights” and records changes to the liability against earnings or loss as part of operating expenses under the caption “Changes in fair value of put rights” in the consolidated statements of operations. Acquisition Costs Direct costs related to business combinations are expensed as incurred and included as Acquisition costs in the consolidated statements of operations. These costs include all internal and external costs directly related to acquisitions, consisting primarily of legal, consulting, accounting, advisory and financing fees. |
Convertible Debt and Convertible Preferred Stock | Convertible Debt and Convertible Preferred Stock On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2020-06 that simplifies the accounting for convertible instruments. ASU 2020-06 (i) reduced the number of accounting models for convertible instruments, by eliminating the models that require separation of cash conversion or beneficial conversion features from the host and (ii) revised derivative scope exception and (iii) provided targeted improvements for EPS. The adoption of ASU 2020-06 did not have a material impact on the Company’s outstanding convertible debt instruments as of January 1, 2021. When the Company issues convertible debt or convertible preferred stock, it evaluates the balance sheet classification to determine whether the instrument should be classified either as debt or equity, and whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election The Company accounts for certain convertible notes issued during the year ended December 31, 2021 under the fair value option election of ASC 825, Financial Instruments (“ASC 825”) as discussed below. The convertible notes accounted for under the FVO election are each debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825-10-15-4 provides for the “fair value option” (“FVO”) election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment, as required by ASC 825-10-45-5, is recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying consolidated statement of operations. With respect to the above notes, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the accompanying consolidated statements of operations, since the change in fair value of the convertible notes payable was not attributable to instrument specific credit risk. |
Warrants | Warrants When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (ASC 815-40), the Company classifies a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or adjustments to exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement that results in the warrants to be accounted for under ASC 480, Distinguishing Liabilities from Equity, or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. As of December 31, 2021 and 2020, the Company had warrants that were classified as liabilities and as of December 31, 2020, the Company also had warrants that were classified as equity. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. To account for the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social and B/HI, the Company made a number of fair value measurements related to the different forms of consideration paid and of the identified assets acquired and liabilities assumed. In addition, the Company makes fair value measurements of its Contingent Consideration. See Notes 6 and 17 for further discussion and disclosures. |
Right-of-Use Asset and Lease Liability | Right-of-Use Asset and Lease Liability The Company accounts for leases under ASC-842 The lease liability is recognized based on the present value of the remaining fixed lease payments discounted using the Company’s incremental borrowing rate on the date of the lease. The ROU asset is calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date (i.e. prepaid rent) and initial direct costs incurred by the Company and excluding any lease incentives received from the Lessor. For operating leases, the lease expense is recognized on a straight-line basis over the lease term. The Company accounts for its lease and non-lease components as a single component, and therefore both are included in the calculation of lease liability recognized on the consolidated balance sheets. |
Income Taxes | Income Taxes Deferred taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using tax rates in effect for the years in which the differences are expected to reverse. The effects of changes in tax laws on deferred tax balances are recognized in the period the new legislation in enacted. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income. We calculate our current and deferred tax position based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing income (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 earnings (loss) per share equals net income (loss) available to common stock stockholders divided by the weighted-average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued. Diluted earnings (loss) per share reflects the potential dilution that would occur if certain potentially dilutive instruments were exercised. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance of the potentially dilutive instrument, if later), under the if-converted method. Incremental shares are also included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise. These proceeds are then assumed to be used to purchase common stock at the average market price of the Company’s common stock during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. Potentially dilutive instruments are not included in the computation of diluted loss per share because their inclusion is anti-dilutive. |
Going Concern | Going Concern In accordance with ASC Subtopic 205-40, Going Concern, management evaluates whether relevant conditions and events that, when considered in the aggregate, indicate that it is probable the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. When relevant conditions or events, considered in the aggregate, initially indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (and therefore they raise substantial doubt about the Company’s ability to continue as a going concern), management evaluates whether its plans that are intended to mitigate those conditions and events, when implemented, will alleviate substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are considered only to the extent that 1) it is probable that the plans will be effectively implemented and 2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. As of the date of this Annual Report on Form 10-K, the Company’s management has concluded it has the ability to continue as a going concern. |
Concentration of Risk | Concentration of Risk The Company maintains its cash and cash equivalents with financial institutions, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These changes did not affect any effect on net loss, stockholders’ equity, the statement of operations or the net change in cash, cash equivalents and restricted cash in the statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting guidance adopted in fiscal year 2021 In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes. ” Accounting guidance not yet adopted In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” In June 2016, the FASB issued new guidance on measurement of credit losses (ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets Intangible Asset Amortization Method Amortization Period (Years) Customer relationships Accelerated Method 3 13 Trademarks and trade names Straight-line 2 10 Non-compete agreements Straight-line 2 3 |
Schedule of Estimated Useful Lives for Property and Equipment | Schedule of Estimated Useful Lives for Property and Equipment Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 7 Computers, office equipment and software 3 5 Leasehold improvements 5 8 |
UNAUDITED QUARTERLY FINANCIAL_2
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Unaudited Quarterly Financial Data | |
Schedule of condensed consolidated financial statements | Schedule of condensed consolidated financial statements For the three months ended September 30, 2021 For the nine months ended September 30, 2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Revenues: Entertainment publicity and marketing $ 9,399,432 — $ 9,399,432 $ 25,219,793 — $ 25,219,793 Content production — — — — — — Total revenues 9,399,432 — 9,399,432 25,219,793 — 25,219,793 Operating expenses: Direct costs 991,708 — 991,708 2,578,295 — 2,578,295 Payroll and benefits 5,875,755 — 5,875,755 16,770,091 — 16,770,091 Selling, general and administrative 1,519,812 — 1,519,812 4,234,309 — 4,234,309 Depreciation and amortization 475,207 — 475,207 1,436,189 — 1,436,189 Change in fair value of contingent consideration — 1,110,000 1,110,000 — 1,310,000 1,310,000 Legal and professional 498,661 — 498,661 1,301,267 — 1,301,267 Total expenses 9,361,143 1,110,000 10,471,143 26,320,151 1,310,000 27,630,151 Income (loss) from operations 38,289 (1,110,000 ) (1,071,711 ) (1,100,358 ) (1,310,000 ) (2,410,358 )) Other income (expenses): Gain on extinguishment of debt, net 1,733,400 — 1,733,400 2,689,010 — 2,689,010 Loss on disposal of fixed assets — — — (48,461 ) — (48,461 ) Change in fair value of convertible notes and derivative liabilities (223,923 ) — (223,923 ) (826,398 ) — (826,398 ) Change in fair value of warrants (55,000 ) — (55,000 ) (2,552,877 ) — (2,552,877 ) Change in fair value of put rights — — — (71,106 ) — (71,106 ) Change in fair value of contingent consideration (1,110,000 ) 1,110,000 — (1,310,000 ) 1,310,000 — Acquisition costs — — — (22,907 ) — (22,907 ) Interest expense and debt amortization (241,115 ) — (241,115 ) (576,146 ) — (576,146 ) Total other income (expense), net 103,362 1,110,000 1,213,362 (2,718,885 ) 1,310,000 (1,408,885 ) Income (loss) before income taxes 141,651 — 141,651 (3,819,243 ) — (3,819,243 ) Income tax benefit — — — 38,851 — 38,851 Net income (loss) $ 141,651 — $ 141,651 $ (3,780,392 ) — $ (3,780,392 ) Earnings (loss) per share: Basic $ 0.02 — $ 0.02 $ (0.50 ) — $ (0.50 ) Diluted $ 0.02 — $ 0.02 $ (0.50 ) — $ (0.50 ) Weighted average number of shares outstanding: Basic 7,740,085 — 7,740,085 7,551,974 — 7,551,974 Diluted 7,740,085 — 7,740,085 7,551,974 — 7,551,974 SEGMENT INFORMATION For the three months ended September 30, 2021 For the nine months ended September 30, 2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Revenues: EPM $ 9,399,432 — $ 9,399,432 $ 25,219,793 — $ 25,219,793 CPD — — — — — — Total 9,399,432 — 9,399,432 25,219,793 — 25,219,793 Segment Operating Income (Loss): EPM 1,617,658 (1,110,000 ) 507,658 1,820,984 (1,310,000 ) 510,984 CPD (1,579,369 ) — (1,579,369 ) (2,921,342 ) — (2,921,342 ) Total operating income (loss) 38,289 (1,110,000 ) (1,017,711 ) (1,100,358 ) (1,310,000 ) (2,410,358 ) Interest expense (241,115 ) — (241,115 ) (576,146 ) — (576,146 ) Other income, net 344,477 1,110,000 1,454,477 (2,142,739 ) 1,310,000 (832,739 ) Income (Loss) before income taxes 141,651 — 141,651 (3,819,243 ) — (3,819,243 ) Revision Three and Six Months Ended June 30, 2021 (Unaudited, As Revised) For the three months ended June 30, 2021 For the six months ended June 30, 2021 As Reported Revision Adjustment As Revised As Reported Revision Adjustment As Revised Revenues: Entertainment publicity and marketing $ 8,643,244 — $ 8,643,244 $ 15,820,362 — $ 15,820,362 Content production — — — — — — Total revenues 8,643,244 — 8,643,244 15,820,362 — 15,820,362 Operating expenses (income): Direct costs 833,511 — 833,511 1,583,931 — 1,583,931 Payroll and benefits 5,622,468 — 5,622,468 10,892,831 — 10,892,831 Selling, general and administrative 1,194,704 — 1,194,704 2,718,659 — 2,718,659 Depreciation and amortization 478,270 — 478,270 960,982 — 960,982 Change in fair value of contingent consideration — (165,000 ) (165,000 ) — 200,000 200,000 Legal and professional 457,998 — 457,998 802,606 — 802,606 Total expenses 8,586,951 (165,000 ) 8,421,951 16,959,009 200,000 17,159,008 Income (loss) from operations 56,293 165,000 221,293 (1,138,647 ) (200,000 ) (1,338,647 ) Other income (expenses): Gain on extinguishment of debt 1,012,973 — 1,012,973 955,610 — 955,610 Loss on disposal of fixed assets (48,461 ) — (48,461 ) (48,461 ) — (48,461 ) Loss on the deconsolidation of Max Steel VIE — — — — — — Change in fair value of convertible notes and derivative liabilities 268,974 — 268,974 (602,475 ) — (602,475 ) Change in fair value of warrants 65,000 — 65,000 (2,497,877 ) — (2,497,877 ) Change in fair value of put rights — — — (71,106 ) — (71,106 ) Change in fair value of contingent consideration 165,000 (165,000 ) — (200,000 ) 200,000 — Acquisition costs — — — (22,907 ) — (22,907 ) Interest expense and debt amortization (169,837 ) — (169,837 ) (335,031 ) — (335,031 ) Total other income (expense), net 1,293,649 (165,000 ) 1,128,649 (2,822,247 ) 200,000 (2,622,247 ) Income (loss) before income taxes 1,349,942 — 1,349,942 (3,960,894 ) — (3,960,894 ) Income tax benefit — — — 38,851 — 38,851 Net income (loss) $ 1,349,942 — $ 1,349,942 $ (3,922,043 ) — $ (3,922,043 ) Earnings (loss) per share: Basic $ 0.17 — $ 0.17 $ (0.53 ) — $ (0.53 ) Diluted $ 0.13 — $ 0.13 $ (0.53 ) — $ (0.53 ) Weighted average number of shares outstanding: Basic 7,664,000 — 7,664,000 7,456,360 — 7,456,360 Diluted 7,913,396 — 7,913,396 7,456,360 — 7,456,360 SEGMENT INFORMATION For the three months ended June 30, 2021 For the six months ended June 30, 2021 As Reported Revision Adjustment As Revised As Reported Revision Adjustment As Revised Revenues: EPM $ 8,643,244 — $ 8,643,244 $ 15,820,362 — $ 15,820,362 CPD — — — — — — Total 8,643,244 — 8,643,244 15,820,362 — 15,820,362 Segment Operating Income (Loss): EPM 1,391,171 165,000 1,556,171 602,295 (200,000 ) 402,295 CPD (1,334,878 ) — (1,334,878 ) (1,740,942 ) — (1,740,942 ) Total operating income (loss) 56,293 165,000 221,293 (1,138,647 ) (200,000 ) (1,338,647 ) Interest expense (169,837 ) — (169,837 ) (335,031 ) — (335,031 ) Other income (expense), net 1,463,486 (165,000 ) 1,298,486 (2,487,216 ) 200,000 (2,287,216 ) Income (Loss) before income taxes 1,349,942 — 1,349,942 (3,960,894 ) — (3,960,894 ) Three Months Ended March 31, 2021 (Unaudited, As Revised) For the three months ended March 31, 2021 As Reported Revision Adjustment As Revised Revenues: Entertainment publicity and marketing $ 7,177,117 — $ 7,177,117 Content production — — — Total revenues 7,177,117 — 7,177,117 Operating expenses: Direct costs 829,151 — 829,151 Payroll and benefits 5,233,116 — 5,233,116 Selling, general and administrative 1,482,471 — 1,482,471 Depreciation and amortization 482,712 — 482,712 Change in fair value of contingent consideration — 365,000 365,000 Legal and professional 344,607 — 344,607 Total expenses 8,372,057 365,000 8,737,057 Loss from operations (1,194,940 ) (365,000 ) (1,559,940 ) Other expenses: Loss on extinguishment of debt, net (57,363 ) — (57,363 ) Change in fair value of convertible notes and derivative liabilities (871,449 ) — (871,449 ) Change in fair value of warrants (2,562,877 ) — (2,562,877 ) Change in fair value of put rights (71,106 ) — (71,106 ) Change in fair value of contingent consideration (365,000 ) 365,000 — Acquisition costs (22,907 ) — (22,907 ) Interest expense and debt amortization (165,194 ) — (165,194 ) Total other expense, net (4,115,896 ) 365,000 (3,750,896 ) Loss before income taxes (5,310,836 ) — (5,310,836 ) Income tax benefit 38,851 — 38,851 Net loss $ (5,271,985 ) — $ (5,271,985 ) Loss per share: Basic $ (0.73 ) — $ (0.73 ) Diluted $ (0.73 ) — $ (0.73 ) Weighted average number of shares outstanding: Basic 7,267,297 — 7,267,297 Diluted 7,267,297 — 7,267,297 SEGMENT INFORMATION For the three months ended March 31, 2021 As Reported Revision Adjustment As Revised Revenues: EPM $ 7,177,117 — $ 7,177,117 CPD — — — Total $ 7,177,117 — $ 7,177,117 Segment Operating Loss: EPM $ (390,067 ) (365,000 ) $ (755,067 ) CPD (804,873 ) — (804,873 ) Total operating loss (1,194,940 ) (365,000 ) (1,559,940 ) Interest expense (165,194 ) — (165,194 ) Other expenses, net (3,950,702 ) 365,000 (3,585,702 ) Loss before income taxes $ (5,310,836 ) — $ (5,310,836 ) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of Revenue by Segment | Schedule of Revenue by Segment December 31, 2021 2020 Entertainment publicity and marketing $ 35,705,305 $ 23,946,680 Content production 21,894 107,800 Total Revenues $ 35,727,199 $ 24,054,480 |
Schedule of contract asset and liability | Schedule of contract asset and liability Contracts Contracts Balance as of December 31, 2020 $ — $389,492 Balance as of December 31, 2021 62,500 406,373 Change $ 62,500 $16,881 |
Schedule of contract liability | Schedule of contract liability December 31, 2021 2020 Amounts included in the beginning of year contract liability balance $ 389,492 $ 309,880 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | Schedule of Assets Acquired and Liabilities Assumed January 1, 2021 Measurement Period Adjustments December 31, 2021 Cash $ 65,465 $ — $ 65,465 Accounts receivable 154,162 — 154,162 Other current assets 15,262 — 15,262 Property, equipment and leasehold improvements 24,639 — 24,639 Right-of-use asset 1,044,864 — 1,044,864 Other assets 23,617 — 23,617 Intangibles 270,000 — 270,000 Total identifiable assets acquired 1,598,009 — 1,598,009 Accrued payable (104,724 ) — (104,724 ) Accrued expenses and other current liabilities (259,936 ) — (259,936 ) Lease liability (1,044,864 ) — (1,044,864 ) Deferred revenue (56,994 ) — (56,994 ) Line of credit (456,527 ) — (456,527 ) Deferred tax liability (38,851 ) — (38,851 ) Loans payable (75,550 ) — (75,550 ) Total liabilities assumed (2,037,446 ) — (2,037,446 ) Net identifiable liabilities acquired (439,437 ) (439,437 ) Goodwill 470,595 5,557 476,152 Net assets acquired $ 31,158 $ 5,557 $ 36,715 |
Schedule of Assets Acquired and Liabilities Assumed | Schedule of Assets Acquired and Liabilities Assumed August 17, 2020 Measurement Period Adjustments December 31, 2020 Cash $ 451,354 $ — $ 451,354 Accounts receivable 884,423 (35,448 ) 848,975 Other current assets 16,506 — 16,506 Property, equipment and leasehold improvements 56,610 — 56,610 Deposits 63,079 — 63,079 Intangible assets 750,000 — 750,000 Total identifiable assets acquired 2,221,972 (35,448 ) 2,186,524 Accrued expenses (94,702 ) — (94,702 ) Accounts payable (12,004 ) — (12,004 ) Deferred tax liability (182,487 ) — (182,487 ) Talent liability (842,317 ) 24,328 (817,989 ) Deferred revenue (20,622 ) — (20,622 ) Other current liability (90,586 ) 90,586 — Paycheck Protection Program loan (304,169 ) — (304,169 ) Total liabilities assumed (1,546,887 ) 114,914 (1,431,973 ) Net identifiable assets acquired 675,085 79,466 754,551 Goodwill 1,634,496 (162,117 ) 1,472,379 Net assets acquired $ 2,309,581 $ (82,651 ) $ 2,226,930 |
Schedule of Reconciliation of Initially Reported Fair Value to Adjusted Fair Value of Goodwill | Schedule of Reconciliation of Initially Reported Fair Value to Adjusted Fair Value of Goodwill Goodwill originally reported August 17, 2020 $ 1,634,496 Changes to estimated fair values: Other current liabilities (90,586 ) Talent liability (24,328 ) Accounts receivable 35,448 Change in Goodwill (82,651 ) Goodwill December 31, 2020 $ 1,472,379 |
Schedule of Proforma Results of Operations | Schedule of Proforma Results of Operations 2020 Revenues $ 27,377,485 Net loss (2,563,735 ) |
B H I Communications Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred | Schedule of Consideration Transferred Payments made to settle final indebtedness, net of minimum operating cash as defined in the B/HI Share Purchase Agreement $ 575,856 Working capital adjustment 192,986 Fair value of common stock issued to the B/HI Sellers 36,715 Fair value of the consideration transferred $ 805,557 |
Be Social Seller [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred | Schedule of Consideration Transferred Common Stock issued at closing (69,907 shares) $ 314,581 Cash Consideration paid at closing 1,500,000 Common Stock issued on January 4, 2021(103,245 shares) 350,000 Contingent Consideration 145,000 Working capital adjustment during measurement period (82,651 ) $ 2,226,930 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Carrying Value of Goodwill | Schedule of Changes In Carrying Value of Goodwill $ 17,947,989 Measurement period adjustments (1) 45,371 Acquisitions (2) 1,634,496 Balance as of December 31, 2020 $ 19,627,856 Measurement period adjustments (3) (77,094) Acquisitions (4) 470,595 Balance as of December 31, 2021 $ 20,021,357 (1) Measurement period adjustments recorded in connection with the Shore Fire and Be Social acquisitions. (2) Acquisition of Be Social in August 2020. (3) Measurement period adjustments recorded in connection with the Be Social and B/HI acquisitions. (4) Acquisition of B/HI in January 2021. |
Schedule of Intangible Assets | Schedule of Intangible Assets December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 8,290,000 $ 4,880,016 $ 3,409,984 $ 8,130,000 $ 3,787,406 $ 4,342,594 Trademarks and trade names 4,490,000 1,797,917 2,692,083 4,440,000 1,330,535 3,109,465 Non-compete agreements 690,000 650,000 40,000 630,000 630,000 — $ 13,470,000 $ 7,327,933 $ 6,142,067 $ 13,200,000 $ 5,747,941 $ 7,452,059 |
Schedule of changes in intangible assets | Schedule of changes in intangible assets Balance as of December 31, 2019 $ 8,361,539 Intangible assets from Be Social acquisition 750,000 Amortization expense (1,659,480 ) Balance as of December 31, 2020 $ 7,452,059 Intangible assets from B/HI acquisition 270,000 Amortization expense (1,579,992 ) Balance as of December 31, 2021 $ 6,142,067 |
Schedule of amortization expense related to intangible assets for the next five years | Schedule of amortization expense related to intangible assets for the next five years 2022 $ 1,367,330 2023 1,227,824 2024 991,715 2025 961,373 2026 934,001 Thereafter 659,824 Total $ 6,142,067 |
PROPERTY, EQUIPMENT AND LEASE_2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, equipment and leasehold | Schedule of Property, equipment and leasehold December 31, 2021 2020 Furniture and fixtures $ 910,169 $ 883,491 Computers, office equipment and software 1,754,737 1,759,659 Leasehold improvements 505,425 770,629 Property plant and equipment gross 3,170,331 3,413,779 Less: accumulated depreciation and amortization (2,696,669 ) (2,613,708 ) Property plant and equipment net $ 473,662 $ 800,071 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other liabilities | Schedule of Other liabilities December 31, 2021 2020 Accrued funding under Max Steel production agreement $ 620,000 $ 620,000 Accrued audit, legal and other professional fees 429,299 325,587 Accrued commissions 457,269 162,678 Accrued bonuses 360,817 — Due to seller of Be Social (2021) and Shore Fire (2020) 304,169 370,000 Talent liability 2,908,357 1,334,990 Other 1,800,730 698,304 Other current liabilities $ 6,880,641 $ 3,511,559 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt December 31, Debt Type 2021 2020 Convertible notes payable (see Note 14) $ 2,900,000 $ 1,445,000 Convertible notes payable - fair value option (see Note 15) 998,135 1,527,293 Non-convertible promissory notes (see Note 16) 1,176,644 1,273,394 Loans from related party (see Note 17) 1,107,873 1,107,873 Term loan — 900,292 Paycheck Protection Program loans — 3,099,869 Total debt 6,182,652 9,353,721 Less current portion of debt (307,685 ) (4,017,352 ) Noncurrent portion of debt $ 5,874,967 $ 5,336,369 |
Schedule of Future Annual Contractual Principal Payment Commitments of Debt | Schedule of Future Annual Contractual Principal Payment Commitments of Debt Debt Type Maturity Date 2022 2023 2024 2025 2026 Thereafter Convertible notes payable Ranging between June 2023 and March 2030 $ — $ 2,900,000 $ — $ — $ — $ 500,000 Nonconvertible promissory notes Ranging between January 2022 and December 2023 307,685 868,959 — — — — Loan from related party July 31, 2023 — 1,107,873 — — — — $ 307,685 $ 4,876,832 $ — $ — $ — $ 500,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable December 31, 2021 2020 Principal Amount Net Carrying Principal Amount Net Carrying 10% convertible notes due in March 2022 $ — $ — $ 195,000 $ 195,000 10% convertible notes due in September 2022 — — 500,000 500,000 10% convertible notes due in October 2022 — — 500,000 500,000 10% convertible notes due in December 2022 — — 250,000 250,000 10% convertible notes due in August 2023 2,000,000 2,000,000 10% convertible notes due in September 2023 900,000 900,000 2,900,000 2,900,000 $ 1,445,000 $ 1,445,000 As discussed in Note 2, the Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective approach. The table below presents the required fair value disclosures of this new standard for the convertible debt outstanding as of December 31, 2021. As of December 31, 2021 Fair Value Level 10% convertible notes due in August 2023 $ 1,998,000 3 10% convertible notes due in September 2023 902,000 3 2,900,000 |
CONVERTIBLE NOTES PAYABLE AT _2
CONVERTIBLE NOTES PAYABLE AT FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable At Fair Value | |
Schedule of fair value option | Schedule of fair value option Fair Value Outstanding as of December 31, 2021 2020 January 3 rd $ — $ 436,156 March 4 th 998,135 511,137 March 25 th — 580,000 Total convertible notes payable at fair value (a) $ 998,135 $ 1,527,293 (a) All amounts as of December 31, 2021 are recorded in noncurrent liabilities. As of December 31, 2020, this amount is recorded as $580,000 in current liabilities and $947,293 in noncurrent liabilities. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Fair Value Assumptions Used to Value Liabilities | Schedule of Fair Value Assumptions Used to Value Liabilities Ending fair value balance reported in the consolidated balance sheet at December 31, 2019 $ 3,003,547 Put rights exercised in 2019, paid in 2020 (275,000 ) Gain due to change in fair value (1,745,418 ) Put rights exercised in 2020 but unpaid as of December 31, 2020 560,900 Ending fair value balance reported in the consolidated balance sheet at December 31, 2020 $ 1,544,029 Put rights paid in 2021 (1,015,135 ) Loss due to change in fair value 71,106 Loss in exchange of shares for put rights (a) 106,688 Put rights converted into 115,366 shares of common stock (706,688 ) Ending fair value of put rights reported in the consolidated balance sheet at December 31, 2021 $ — |
Schedule of Black-Scholes Option Pricing model | Schedule of Black-Scholes Option Pricing model Inputs As of Equity volatility estimate 62.5 % Discount rate based on US Treasury obligations 0.09 % |
Schedule of contingent liability | Schedule of contingent liability The Door Be Social B/HI December 31, 2020 $ 370,000 $ 160,000 $ — December 31, 2021 $ 2,381,869 $ 710,000 $ 1,192,352 |
Schedule of Derivative Liability | Schedule of estimated fair value The Door Be Social B/HI Inputs As of As of December 31, 2021 As of As of Risk Free Discount Rate (based on U.S. government treasury obligation with a term similar to that of the contingent consideration) 0.16 % 0.73 % 0.13 0.17 % n/a % Annual Asset Volatility Estimate 60.0 % 85.0 % 73.5 % n/a % |
Schedule of fair value categorized within Level 3 | Schedule of fair value categorized within Level 3 The Door Be Social B/HI Fair value at December 31, 2019 $ 330,000 $ — $ — Recognition of contingent consideration in acquisition — 145,000 — Loss in fair value 40,000 15,000 — Fair value at December 31, 2020 370,000 160,000 — Loss in fair value 2,011,869 550,000 1,192,352 Fair value at December 31, 2021 $ 2,381,869 $ 710,000 $ 1,192,352 |
Schedule of reconciliation fair values | Schedule of reconciliation fair values January 3 rd March 4 th March 25th Note Fair value as of December 31, 2019 $ — $ — $ — Fair value at issuance 885,559 460,000 500,000 Loss in fair value 403,491 51,136 80,000 Exercise (852,895 ) — — Fair value as of December 31, 2020 $ 436,155 $ 511,136 $ 580,000 (Gain) loss in fair value 103,845 486,999 (20,000 ) Exercise (540,000 ) — (560,000 ) Fair value as of December 31, 2021 $ — $ 998,135 $ — |
Schedule of estimated fair value | Schedule of estimated fair value January 3 rd March 4 th March 25th Note December 31, 2020 December 31, 2021 December 31, 2020 December 31, 2020 Valuation method Monte Carlo simulation Black-Scholes Model Black-Scholes Model Monte Carlo simulation Face value principal payable $ 440,000 $ 500,000 $ 500,000 $ 560,000 Original conversion price $ Variable (a) $ 3.91 $ 3.91 $ 3.91 Value of common stock $ 3.40 $ 8.52 $ 3.40 $ 3.40 Expected term (years) 1.01 8.18 9.18 0.24 Volatility 100 % 100 % 100 % 100 % Straight debt yield 12.0 % n/a n/a 12.0 % Risk free rate 0.10 % 1.47 % 0.93 % 0.09 % (a) The variable conversion price is the lower of (A) $5.25 per share and (B) the lower of (i) the lowest intraday sales price of our common stock on the applicable conversion date and (ii) the average of the three lowest closing sales prices of our common stock during the twelve consecutive trading days including the trading day immediately preceding the conversion date but under no circumstances lower than $3.91 per share. |
Schedule of Reconciliation Fair Value | Schedule of Reconciliation Fair Value Series E, F, G and H Warrants Series I Warrants 2019 Lincoln Park Warrants Liability as of December 31, 2019 $ — $ — $ 189,590 Liability at issuance 314,441 40,000 — Loss in fair value 85,559 10,000 179,886 Exercise of warrants — — (369,476 ) Liability as of December 31, 2020 $ 400,000 $ 50,000 $ — Loss in fair value 2,397,877 85,000 — Exercise of warrants (2,797,877 ) — — Liability as of December 31, 2021 $ — $ 135,000 $ — |
Schedule of Derivative Liability | Schedule of Derivative Liability Ending fair value balance - December 31, 2019 $ 170,000 Change in fair value reported in the statements of operations — Reduction in value due to note principal conversion (170,000 ) Ending fair value balance - December 31, 2020 $ — |
Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Derivative Liability | Schedule of estimated fair value Series E, F, G and H Warrants Series I Warrants 2019 Lincoln Park Warrants December 31, 2020 December 31, 2021 December 31, 2020 December 31, 2020 Aggregate Fair Value $ 400,000 $ 135,000 $ 50,000 $ 189,590 Exercise Price per share $ 3.91 $ 3.91 $ 3.91 $ 10.00 Value of Common Stock $ 3.40 $ 8.52 $ 3.40 $ 3.50 Term (years) 4.51 3.67 4.67 5.39 Volatility 100 % 100 % 100 % 90 % Dividend yield 0 % 0 % 0 % 0 % Risk free rate 0.31 % 1.07 % 0.31 % 1.60 % Derivative Liability (2019 Lincoln Park Note Embedded Conversion Feature) The Company accounted for the embedded conversion feature of the 2019 Lincoln Park Note as a derivative liability. For the embedded conversion feature, which is measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values for the year ended December 31, 2020: Schedule of Derivative Liability Ending fair value balance - December 31, 2019 $ 170,000 Change in fair value reported in the statements of operations — Reduction in value due to note principal conversion (170,000 ) Ending fair value balance - December 31, 2020 $ — |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Financial Information for Variable Interest Entities | Summary of Financial Information for Variable Interest Entities JB Believe LLC As of and for the years ended December 31, 2021 2020 Assets $ 265,778 $ 61,151 Liabilities $ (6,749,738 ) $ (6,559,567 ) Revenues $ 21,894 $ 107,800 Expenses $ (7,437 ) $ (46,649 ) |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss per share: | |
Schedule of Basic and Diluted Income (Loss) Per Share | Schedule of Basic and Diluted Income (Loss) Per Share Year ended December 31, 2021 2020 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (6,462,303 ) $ (1,939,192 ) Change in fair value of put rights — (1,745,418 ) Numerator for diluted loss per share $ (6,462,303 ) $ (3,684,610 ) Denominator Denominator for basic EPS - weighted-average shares 7,614,774 5,619,969 Effect of dilutive securities: Put rights — 762,968 Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of Put rights 7,614,774 6,382,937 Basic loss per share $ (0.85 ) $ (0.35 ) Diluted loss per share $ (0.85 ) $ (0.58 ) |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Summary of Warrants Issued | Summary of Warrants Issued Warrants: Shares Weighted Avg. Balance at December 31, 2019 455,451 $ 16.75 Issued 186,072 3.91 Exercised (110,000 ) 3.91 Expired (310,010 ) 23.70 Balance at December 31, 2020 221,513 $ 7.08 Issued — — Exercised (166,072 ) 3.91 Expired (35,441 ) 23.70 Balance at December 31, 2021 20,000 3.91 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Assets by Segment | Schedule of Revenue and Assets by Segment Year ended December 31, 2021 2020 Revenue: EPM $ 35,705,305 $ 23,946,680 CPD 21,894 107,800 Total $ 35,727,199 $ 24,054,480 Segment operating income (loss): EPM $ (451,406 ) $ 19,743 CPD (5,029,377 ) (2,631,261 ) Total operating loss (5,480,783 ) (2,611,518 ) Interest expense (785,209 ) (2,133,660 ) Other (loss) income, net (158,955 ) 2,668,911 Loss before income taxes $ (6,424,947 ) $ (2,076,267 ) As of December 31, 2021 2020 Assets: EPM $ 48,645,789 $ 45,266,315 CPD 4,099,512 4,085,636 Total assets $ 52,745,301 $ 49,351,951 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Schedule of Income Tax Expense (Benefit) December 31, 2021 2020 Current income tax provision (benefit) expense Federal $ — $ — State — — Current $ — $ — Deferred income tax provision (benefit) expense Federal $ (1,107,490 ) $ (384,419 ) State (37,908 ) (2,386,715 ) Deferred $ (1,145,398 ) $ (2,771,134 ) Change in valuation allowance Federal $ 1,145,789 $ 291,311 State 36,965 2,342,748 Change in valuation allowance 1,182,754 2,634,059 Income tax provision (benefit) $ 37,356 $ (137,075 ) |
Schedule of Effective Tax Rate Reconciliation | Schedule of Effective Tax Rate Reconciliation December 31, 2021 2020 Federal statutory tax rate 21.0 % 21.0 % PPP loan forgiveness 10.6 % 0.0 % Change in fair value of contingent consideration (12.4 )% (0.6 )% Change in fair value of derivative liabilities (10.4 )% 0.0 % State income taxes, net of federal income tax benefit 0.0 % 2.4 % Change in state tax rate 1.3 % 31.2 % Return to provision adjustment (0.6 )% (1.0 )% Business combination 0.4 % 6.8 % Other (0.8 )% 1.9 % Change in valuation allowance (9.7 )% (50.2 )% Effective tax rate (0.6 )% 7.7 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Right of Use Asset or Lease Liability Calculations | Schedule of Right of Use Asset or Lease Liability Calculations December 31, 2021 2020 Assets Right-of-use asset $ 6,129,411 $ 7,106,279 Liabilities Current Lease liability $ 1,600,107 $ 1,791,773 Noncurrent Lease liability $ 5,132,895 $ 5,964,275 Total lease liability $ 6,733,002 $ 7,756,048 |
Schedule of Lease Income and Expenses | Schedule of Lease Income and Expenses December 31, Lease costs Classification 2021 2020 Operating lease costs Selling, general and administrative expenses $ 2,642,798 $ 2,234,988 Operating lease costs Direct costs 60,861 231,410 Net lease costs $ 2,703,659 $ 2,466,398 |
Schedule of Future Minimum Payments Under Operating Lease Agreements | Schedule of Future Minimum Payments Under Operating Lease Agreements 2022 $ 2,073,241 2023 1,954,903 2024 1,824,908 2025 1,232,060 2026 940,989 Thereafter — Total $ 8,026,101 Less: Imputed interest (1,293,099 ) Present value of lease liabilities $ 6,733,002 |
BASIS OF PRESENTATION AND ORG_2
BASIS OF PRESENTATION AND ORGANIZATION (Details Narrative) - USD ($) | Nov. 23, 2020 | Apr. 23, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Sep. 24, 2021 |
Short-term Debt [Line Items] | |||||
Common Stock authorized shares increase | 200,000,000 | ||||
Adopted by shareholders | 40,000,000 | ||||
Stockholders' Equity, Reverse Stock Split | 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-5 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 November 27, 2020 (the “Effective Time”). At the Effective Time, the number of authorized shares of Common Stock was reduced from 200,000,000 shares to 40,000,000 | ||||
Total consideration for business acquisition | $ 805,557 | ||||
Aggregate amounted | 3,100,000,000 | ||||
PPP Loans [Member] | |||||
Short-term Debt [Line Items] | |||||
Proceeds from issuance of five separate unsecured debt | $ 2,800,000 | $ 300,000 | $ 3,100,000 | ||
Amount of compensation of an individual employee in excess | $ 100,000 | ||||
Percentage of forgiven amount | 40.00% | ||||
PPP Loans [Member] | Be Social Public Relations, LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Total consideration for business acquisition | $ 300,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 13 years |
Trademarks and Trade Names [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 2 years |
Trademarks and Trade Names [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 10 years |
Noncompete Agreements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 2 years |
Noncompete Agreements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of intangible Asset | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Schedule of Estimated Useful Lives for Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 23, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Restricted Cash | $ 541,883 | $ 714,096 | |
Aggregate amounted | 3,100,000,000 | ||
[custom:AdditionalEmployeeReceivable-0] | $ 94,000 | ||
Maturity date | Jan. 15, 2022 | ||
Ms Lundberg [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate amounted | $ 366,085 | ||
Ms Lundberg [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Additional payments | $ 16,000 | ||
Maturity date | Dec. 31, 2027 | ||
Interest rate | 2.00% |
PRIOR INTERIM PERIOD RESTATEM_2
PRIOR INTERIM PERIOD RESTATEMENT AND REVISION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,794,481 | $ 1,794,491 |
Maximum [Member] | ||
Deferred Credits and Other Liabilities | 15,078,531 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | (19,107,000) | |
Minimum [Member] | ||
Deferred Credits and Other Liabilities | 13,284,050 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ (17,312,519) |
UNAUDITED QUARTERLY FINANCIAL_3
UNAUDITED QUARTERLY FINANCIAL DATA (Schedule of condensed consolidated financial statements) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||||||
Total | $ 35,727,199 | $ 24,054,480 | |||||
Operating expenses: | |||||||
Direct costs | 3,879,409 | 2,576,709 | |||||
Payroll and benefits | 23,819,327 | 15,990,702 | |||||
Selling, general and administrative | 5,836,235 | 4,822,130 | |||||
Depreciation and amortization | 1,905,354 | 2,030,226 | |||||
Change in fair value of contingent consideration | 3,754,221 | 55,000 | |||||
Legal and professional | 2,013,436 | 1,191,231 | |||||
Total expenses | 41,207,982 | 26,665,998 | |||||
Loss from operations | (5,480,783) | (2,611,518) | |||||
Other expenses: | |||||||
Loss on extinguishment of debt, net | 2,988,779 | 3,311,198 | |||||
Change in fair value of warrants | (2,482,877) | (275,445) | |||||
Change in fair value of put rights | (71,106) | 1,745,418 | |||||
Acquisition costs | (22,907) | (93,042) | |||||
Interest expense | (785,209) | (2,133,660) | |||||
Total other expense, net | (944,164) | 535,251 | |||||
Loss before income taxes | (6,424,947) | (2,076,267) | |||||
Income tax benefit | 37,356 | (137,075) | |||||
Net loss | $ (6,462,303) | $ (1,939,192) | |||||
Loss per share: | |||||||
Basic | $ (0.85) | $ (0.35) | |||||
Diluted | $ (0.85) | $ (0.58) | |||||
Weighted average number of shares outstanding: | |||||||
Basic | 7,614,774 | 5,619,969 | |||||
Diluted | 7,614,774 | 6,382,937 | |||||
Total operating loss | $ (5,480,783) | $ (2,611,518) | |||||
Other expenses, net | (158,955) | 2,668,911 | |||||
Loss before income taxes | (6,424,947) | (2,076,267) | |||||
Loss on the deconsolidation of Max Steel VIE | (1,484,591) | ||||||
E P M [Member] | |||||||
Revenues: | |||||||
Total | 35,705,305 | 23,946,680 | |||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | (451,406) | 19,743 | |||||
C P D [Member] | |||||||
Revenues: | |||||||
Total | 21,894 | 107,800 | |||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | $ (5,029,377) | $ (2,631,261) | |||||
Previously Reported [Member] | |||||||
Revenues: | |||||||
Total | $ 9,399,432 | $ 8,643,244 | $ 7,177,117 | $ 15,820,362 | $ 25,219,793 | ||
Operating expenses: | |||||||
Direct costs | 991,708 | 833,511 | 829,151 | 1,583,931 | 2,578,295 | ||
Payroll and benefits | 5,875,755 | 5,622,468 | 5,233,116 | 10,892,831 | 16,770,091 | ||
Selling, general and administrative | 1,519,812 | 1,194,704 | 1,482,471 | 2,718,659 | 4,234,309 | ||
Depreciation and amortization | 475,207 | 478,270 | 482,712 | 960,982 | 1,436,189 | ||
Change in fair value of contingent consideration | |||||||
Legal and professional | 498,661 | 457,998 | 344,607 | 802,606 | 1,301,267 | ||
Total expenses | 9,361,143 | 8,586,951 | 8,372,057 | 16,959,009 | 26,320,151 | ||
Loss from operations | 38,289 | 56,293 | (1,194,940) | (1,138,647) | (1,100,358) | ||
Other expenses: | |||||||
Loss on extinguishment of debt, net | 1,733,400 | 1,012,973 | (57,363) | 955,610 | 2,689,010 | ||
Loss on disposal of fixed assets | (48,461) | (48,461) | (48,461) | ||||
Change in fair value of convertible notes and derivative liabilities | (223,923) | 268,974 | (871,449) | (602,475) | (826,398) | ||
Change in fair value of warrants | (55,000) | 65,000 | (2,562,877) | (2,497,877) | (2,552,877) | ||
Change in fair value of put rights | (71,106) | (71,106) | (71,106) | ||||
Change in fair value of contingent consideration | (1,110,000) | 165,000 | (365,000) | (200,000) | (1,310,000) | ||
Acquisition costs | (22,907) | (22,907) | (22,907) | ||||
Interest expense | (241,115) | (169,837) | (165,194) | (335,031) | (576,146) | ||
Total other expense, net | 103,362 | 1,293,649 | (4,115,896) | (2,822,247) | (2,718,885) | ||
Loss before income taxes | 141,651 | 1,349,942 | (5,310,836) | (3,960,894) | (3,819,243) | ||
Income tax benefit | 38,851 | 38,851 | 38,851 | ||||
Net loss | $ 141,651 | $ 1,349,942 | $ (5,271,985) | $ (3,922,043) | $ (3,780,392) | ||
Loss per share: | |||||||
Basic | $ 0.02 | $ 0.17 | $ (0.73) | $ (0.53) | $ (0.50) | ||
Diluted | $ 0.02 | $ 0.13 | $ (0.73) | $ (0.53) | $ (0.50) | ||
Weighted average number of shares outstanding: | |||||||
Basic | 7,740,085 | 7,664,000 | 7,267,297 | 7,456,360 | 7,551,974 | ||
Diluted | 7,740,085 | 7,913,396 | 7,267,297 | 7,456,360 | 7,551,974 | ||
Loss on the deconsolidation of Max Steel VIE | |||||||
Previously Reported [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | $ 9,399,432 | 8,643,244 | $ 7,177,117 | 15,820,362 | $ 25,219,793 | ||
Other expenses: | |||||||
Interest expense | (241,115) | (169,837) | (165,194) | (335,031) | (576,146) | ||
Weighted average number of shares outstanding: | |||||||
Total operating loss | 38,289 | 56,293 | (1,194,940) | (1,138,647) | (1,100,358) | ||
Other expenses, net | 344,477 | 1,463,486 | (3,950,702) | (2,487,216) | (2,142,739) | ||
Loss before income taxes | 141,651 | 1,349,942 | (5,310,836) | (3,960,894) | (3,819,243) | ||
Previously Reported [Member] | E P M [Member] | |||||||
Revenues: | |||||||
Total | 9,399,432 | 8,643,244 | 7,177,117 | 15,820,362 | 25,219,793 | ||
Previously Reported [Member] | E P M [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | 9,399,432 | 8,643,244 | 7,177,117 | 15,820,362 | 25,219,793 | ||
Weighted average number of shares outstanding: | |||||||
Total operating loss | 1,617,658 | 1,391,171 | (390,067) | 602,295 | 1,820,984 | ||
Previously Reported [Member] | C P D [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Previously Reported [Member] | C P D [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | (1,579,369) | (1,334,878) | (804,873) | (1,740,942) | (2,921,342) | ||
Revision of Prior Period, Adjustment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Operating expenses: | |||||||
Direct costs | |||||||
Payroll and benefits | |||||||
Selling, general and administrative | |||||||
Depreciation and amortization | |||||||
Change in fair value of contingent consideration | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Legal and professional | |||||||
Total expenses | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Loss from operations | (1,110,000) | 165,000 | (365,000) | (200,000) | (1,310,000) | ||
Other expenses: | |||||||
Loss on extinguishment of debt, net | |||||||
Loss on disposal of fixed assets | |||||||
Change in fair value of convertible notes and derivative liabilities | |||||||
Change in fair value of warrants | |||||||
Change in fair value of put rights | |||||||
Change in fair value of contingent consideration | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Acquisition costs | |||||||
Interest expense | |||||||
Total other expense, net | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Loss before income taxes | |||||||
Income tax benefit | |||||||
Net loss | |||||||
Loss per share: | |||||||
Basic | |||||||
Diluted | |||||||
Weighted average number of shares outstanding: | |||||||
Basic | |||||||
Diluted | |||||||
Loss on the deconsolidation of Max Steel VIE | |||||||
Revision of Prior Period, Adjustment [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Other expenses: | |||||||
Interest expense | |||||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | (1,110,000) | 165,000 | (365,000) | (200,000) | (1,310,000) | ||
Other expenses, net | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Loss before income taxes | |||||||
Revision of Prior Period, Adjustment [Member] | E P M [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Revision of Prior Period, Adjustment [Member] | E P M [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | (1,110,000) | 165,000 | (365,000) | (200,000) | (1,310,000) | ||
Revision of Prior Period, Adjustment [Member] | C P D [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Revision of Prior Period, Adjustment [Member] | C P D [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | |||||||
As Revised [Member] | |||||||
Revenues: | |||||||
Total | 9,399,432 | 8,643,244 | 7,177,117 | 15,820,362 | 25,219,793 | ||
Operating expenses: | |||||||
Direct costs | 991,708 | 833,511 | 829,151 | 1,583,931 | 2,578,295 | ||
Payroll and benefits | 5,875,755 | 5,622,468 | 5,233,116 | 10,892,831 | 16,770,091 | ||
Selling, general and administrative | 1,519,812 | 1,194,704 | 1,482,471 | 2,718,659 | 4,234,309 | ||
Depreciation and amortization | 475,207 | 478,270 | 482,712 | 960,982 | 1,436,189 | ||
Change in fair value of contingent consideration | 1,110,000 | (165,000) | 365,000 | 200,000 | 1,310,000 | ||
Legal and professional | 498,661 | 457,998 | 344,607 | 802,606 | 1,301,267 | ||
Total expenses | 10,471,143 | 8,421,951 | 8,737,057 | 17,159,008 | 27,630,151 | ||
Loss from operations | (1,071,711) | 221,293 | (1,559,940) | (1,338,647) | (2,410,358) | ||
Other expenses: | |||||||
Loss on extinguishment of debt, net | 1,733,400 | 1,012,973 | (57,363) | 955,610 | 2,689,010 | ||
Loss on disposal of fixed assets | (48,461) | (48,461) | (48,461) | ||||
Change in fair value of convertible notes and derivative liabilities | (223,923) | 268,974 | (871,449) | (602,475) | (826,398) | ||
Change in fair value of warrants | (55,000) | 65,000 | (2,562,877) | (2,497,877) | (2,552,877) | ||
Change in fair value of put rights | (71,106) | (71,106) | (71,106) | ||||
Change in fair value of contingent consideration | |||||||
Acquisition costs | (22,907) | (22,907) | (22,907) | ||||
Interest expense | (241,115) | (169,837) | (165,194) | (335,031) | (576,146) | ||
Total other expense, net | 1,213,362 | 1,128,649 | (3,750,896) | (2,622,247) | (1,408,885) | ||
Loss before income taxes | 141,651 | 1,349,942 | (5,310,836) | (3,960,894) | (3,819,243) | ||
Income tax benefit | 38,851 | 38,851 | 38,851 | ||||
Net loss | $ 141,651 | $ 1,349,942 | $ (5,271,985) | $ (3,922,043) | $ (3,780,392) | ||
Loss per share: | |||||||
Basic | $ 0.02 | $ 0.17 | $ (0.73) | $ (0.53) | $ (0.50) | ||
Diluted | $ 0.02 | $ 0.13 | $ (0.73) | $ (0.53) | $ (0.50) | ||
Weighted average number of shares outstanding: | |||||||
Basic | 7,740,085 | 7,664,000 | 7,267,297 | 7,456,360 | 7,551,974 | ||
Diluted | 7,740,085 | 7,913,396 | 7,267,297 | 7,456,360 | 7,551,974 | ||
Loss on the deconsolidation of Max Steel VIE | |||||||
As Revised [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | $ 9,399,432 | 8,643,244 | $ 7,177,117 | 15,820,362 | $ 25,219,793 | ||
Other expenses: | |||||||
Interest expense | (241,115) | (169,837) | (165,194) | (335,031) | (576,146) | ||
Weighted average number of shares outstanding: | |||||||
Total operating loss | (1,017,711) | 221,293 | (1,559,940) | (1,338,647) | (2,410,358) | ||
Other expenses, net | 1,454,477 | 1,298,486 | (3,585,702) | (2,287,216) | (832,739) | ||
Loss before income taxes | 141,651 | 1,349,942 | (5,310,836) | (3,960,894) | (3,819,243) | ||
As Revised [Member] | E P M [Member] | |||||||
Revenues: | |||||||
Total | 9,399,432 | 8,643,244 | 7,177,117 | 15,820,362 | 25,219,793 | ||
As Revised [Member] | E P M [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | 9,399,432 | 8,643,244 | 7,177,117 | 15,820,362 | 25,219,793 | ||
Weighted average number of shares outstanding: | |||||||
Total operating loss | 507,658 | 1,556,171 | (755,067) | 402,295 | 510,984 | ||
As Revised [Member] | C P D [Member] | |||||||
Revenues: | |||||||
Total | |||||||
As Revised [Member] | C P D [Member] | Segment [Member] | |||||||
Revenues: | |||||||
Total | |||||||
Weighted average number of shares outstanding: | |||||||
Total operating loss | $ (1,579,369) | $ (1,334,878) | $ (804,873) | $ (1,740,942) | $ (2,921,342) |
Revenues (Schedule of revenue b
Revenues (Schedule of revenue by segment) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 35,727,199 | $ 24,054,480 |
E P M [Member] | ||
Revenue | 35,705,305 | 23,946,680 |
C P D [Member] | ||
Revenue | $ 21,894 | $ 107,800 |
Revenue (Schedule of contract a
Revenue (Schedule of contract asset and liability) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Contract asset | $ 62,500 | |
Contract liability | 406,373 | $ 389,492 |
Change in contract asset | 62,500 | |
Changes in contracts liability | $ 16,881 |
Revenues (Schedule of contract
Revenues (Schedule of contract liability) (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue | ||
Amounts included in the beginning of year contract liability balance | $ 389,492 | $ 309,880 |
ACQUISITIONS (Summary of provis
ACQUISITIONS (Summary of provisional fair value of consideration transferred) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Payments made to settle final indebtedness, net of minimum operating cash as defined in the B/HI Share Purchase Agreement | $ 575,856 |
Working capital adjustment | 192,986 |
Fair value of common stock issued to the B/HI Sellers | 36,715 |
Fair value of the consideration transferred | 805,557 |
Common Stock issued at closing (69,907 shares) | 314,581 |
Cash Consideration paid at closing | 1,500,000 |
Common Stock issued on January 4, 2021(103,245 shares) | 350,000 |
Contingent Consideration | 145,000 |
Working capital adjustment during measurement period | $ (82,651) |
ACQUISITIONS (Schedule of Asset
ACQUISITIONS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 17, 2020 | Dec. 31, 2019 |
Goodwill | $ 20,021,357 | $ 19,627,856 | $ 17,947,989 | |
Initial Reported [Member] | ||||
Cash | 65,465 | 451,354 | ||
Accounts receivable | 154,162 | 884,423 | ||
Other current assets | 15,262 | 16,506 | ||
Property, equipment and leasehold improvements | 24,639 | 56,610 | ||
Right-of-use asset | 1,044,864 | |||
Other assets | 23,617 | |||
Intangible assets | 270,000 | 750,000 | ||
Total identifiable assets acquired | 1,598,009 | 2,221,972 | ||
Accounts payable | (104,724) | (12,004) | ||
Accrued expenses and other current liabilities | 259,936 | |||
Lease liability | (1,044,864) | |||
Deferred revenue | (56,994) | (20,622) | ||
Line of credit | (456,527) | |||
Deferred tax liability | (38,851) | (182,487) | ||
Loans payable | 75,550 | |||
Total liabilities assumed | (2,037,446) | (1,546,887) | ||
Net identifiable assets acquired | 439,437 | 675,085 | ||
Goodwill | 470,595 | 1,634,496 | $ 1,472,379 | |
Net assets acquired | 31,158 | 2,309,581 | ||
Deposits | 63,079 | |||
Accrued expenses | (94,702) | |||
Talent liability | (842,317) | $ (24,328) | ||
Other current liability | (90,586) | |||
Paycheck Protection Program loan | (304,169) | |||
Revision of Prior Period, Adjustment [Member] | ||||
Cash | ||||
Accounts receivable | (35,448) | |||
Other current assets | ||||
Property, equipment and leasehold improvements | ||||
Right-of-use asset | ||||
Other assets | ||||
Intangible assets | ||||
Total identifiable assets acquired | (35,448) | |||
Accounts payable | ||||
Accrued expenses and other current liabilities | ||||
Lease liability | ||||
Deferred revenue | ||||
Line of credit | ||||
Deferred tax liability | ||||
Loans payable | ||||
Total liabilities assumed | 114,914 | |||
Net identifiable assets acquired | 79,466 | |||
Goodwill | 5,557 | (162,117) | ||
Net assets acquired | 5,557 | (82,651) | ||
Deposits | ||||
Accrued expenses | ||||
Talent liability | 24,328 | |||
Other current liability | 90,586 | |||
Paycheck Protection Program loan | ||||
Previously Reported [Member] | ||||
Cash | 65,465 | 451,354 | ||
Accounts receivable | 154,162 | 848,975 | ||
Other current assets | 15,262 | 16,506 | ||
Property, equipment and leasehold improvements | 24,639 | 56,610 | ||
Right-of-use asset | 1,044,864 | |||
Other assets | 23,617 | |||
Intangible assets | 270,000 | 750,000 | ||
Total identifiable assets acquired | 1,598,009 | 2,186,524 | ||
Accounts payable | (104,724) | (12,004) | ||
Accrued expenses and other current liabilities | 259,936 | |||
Lease liability | (1,044,864) | |||
Deferred revenue | (56,994) | (20,622) | ||
Line of credit | (456,527) | |||
Deferred tax liability | (38,851) | (182,487) | ||
Loans payable | 75,550 | |||
Total liabilities assumed | (2,037,446) | (1,431,973) | ||
Net identifiable assets acquired | 439,437 | 754,551 | ||
Goodwill | 476,152 | 1,472,379 | ||
Net assets acquired | $ 36,715 | 2,226,930 | ||
Deposits | 63,079 | |||
Accrued expenses | (94,702) | |||
Talent liability | (817,989) | |||
Other current liability | ||||
Paycheck Protection Program loan | $ (304,169) |
ACQUISITIONS (Schedule of Initi
ACQUISITIONS (Schedule of Initially Reported Fair Value to Adjusted Fair Value of Goodwill) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 17, 2020 | Dec. 31, 2019 |
Goodwill December 31, 2020 | $ 20,021,357 | $ 19,627,856 | $ 17,947,989 | |
Initial Reported [Member] | ||||
Goodwill originally reported August 17, 2020 | $ 1,634,496 | |||
Other current liabilities | (90,586) | |||
Talent liability | (842,317) | (24,328) | ||
Accounts receivable | 35,448 | |||
Change in Goodwill | (82,651) | |||
Goodwill December 31, 2020 | $ 470,595 | $ 1,634,496 | $ 1,472,379 |
ACQUISITIONS (Schedule of Profo
ACQUISITIONS (Schedule of Proforma Results of Operations) (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 27,377,485 |
Net loss | $ (2,563,735) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Jan. 08, 2021 | Jan. 04, 2021 | Oct. 31, 2021 | Aug. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Revenues | $ 35,727,199 | $ 24,054,480 | ||||
PPP Loan forgiven | $ 304,169 | |||||
B H I Share Purchase Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 800,000 | |||||
Additional earned | $ 1,200,000 | |||||
B H I [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | $ 3,500,000 | |||||
Motion Picture | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 2,200,000 | |||||
Cash payment | 1,500,000 | |||||
Cash payment in lieu of shares of Common Stock | $ 314,581 | |||||
Price per share | $ 4.50 | |||||
Shares issued | 69,907 | 69,907 | ||||
Business combination maximum additional earn up | $ 800,000 | |||||
Percentage of contingent consideration in cash | 62.50% | |||||
Percentage of contingent consideration in stock | 37.50% | |||||
Stock price per share | $ 4.50 | |||||
Motion Picture | 9. LOANS FROM RELATED PARTY [Default Label] | ||||||
Business Acquisition [Line Items] | ||||||
Cash payment in lieu of shares of Common Stock | $ 103,245 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Changes In Carrying Value of Goodwill) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill originally reported at beginning | $ 19,627,856 | $ 17,947,989 | ||
Measurement period adjustments | (77,094) | [1] | 45,371 | [2] |
Business Acquisitions | 470,595 | [3] | 1,634,496 | [4] |
Adjusted goodwill at Ending | $ 20,021,357 | $ 19,627,856 | ||
[1] | Measurement period adjustments recorded in connection with the Be Social and B/HI acquisitions. | |||
[2] | Measurement period adjustments recorded in connection with the Shore Fire and Be Social acquisitions. | |||
[3] | Acquisition of B/HI in January 2021. | |||
[4] | Acquisition of Be Social in August 2020. |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,470,000 | $ 13,200,000 |
Accumulated Amortization | 7,327,933 | 5,747,941 |
Net Carrying Amount | 6,142,067 | 7,452,059 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,290,000 | 8,130,000 |
Accumulated Amortization | 4,880,016 | 3,787,406 |
Net Carrying Amount | 3,409,984 | 4,342,594 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,490,000 | 4,440,000 |
Accumulated Amortization | 1,797,917 | 1,330,535 |
Net Carrying Amount | 2,692,083 | 3,109,465 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 690,000 | 630,000 |
Accumulated Amortization | 650,000 | 630,000 |
Net Carrying Amount | $ 40,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Changes in Intangible Assets) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset, beginning | $ 7,452,059 | $ 8,361,539 |
Intangible assets | 270,000 | 750,000 |
Amortization expense | (1,579,992) | (1,659,480) |
Intangible asset, ending | $ 6,142,067 | $ 7,452,059 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of amortization expense related to intangible assets) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,367,330 | |
2023 | 1,227,824 | |
2024 | 991,715 | |
2025 | 961,373 | |
2026 | 934,001 | |
Thereafter | 659,824 | |
Total | $ 6,142,067 | $ 7,452,059 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 20,021,357 |
CAPITALIZED PRODUCTION COSTS (D
CAPITALIZED PRODUCTION COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 35,727,199 | $ 24,054,480 |
Impairment of capitalized production costs | 234,734 | 55,000 |
Capitalized production costs, net | 137,235 | 271,139 |
Capitalized Production Costs [Member] | ||
Revenue | 21,894 | 107,880 |
C P D [Member] | ||
Revenue | 21,894 | 107,800 |
Impairment of capitalized production costs | $ 234,734 | $ 45,000 |
PROPERTY, EQUIPMENT AND LEASE_3
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 910,169 | $ 883,491 |
Computers, office equipment and software | 1,754,737 | 1,759,659 |
Leasehold improvements | 505,425 | 770,629 |
Property plant and equipment gross | 3,170,331 | 3,413,779 |
Less: accumulated depreciation and amortization | (2,696,669) | (2,613,708) |
Property plant and equipment net | $ 473,662 | $ 800,071 |
PROPERTY, EQUIPMENT AND LEASE_4
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 325,362 | $ 370,746 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Apr. 01, 2022 | Mar. 22, 2022 | Feb. 02, 2022 | Jan. 03, 2022 | Dec. 03, 2021 | Nov. 15, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Conversion of debt | $ 1,000,000 | |||||||
Accrued interest | 1,621,437 | $ 1,783,121 | ||||||
Note receivable | 1,510,137 | |||||||
Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Note receivable | $ 1,585,500 | $ 1,585,500 | $ 1,585,500 | $ 1,585,500 | ||||
Midnight Theatre [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Unsecured convertible promissory notes | $ 500,000 | $ 500,000 | ||||||
Accrued interest | $ 10,137 | |||||||
Crafthouse Cocktails [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Unsecured convertible promissory notes | $ 500,000 |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Investment in JDDC Elemental LLC | $ 1,000,000 | |
Ownership percentage | 13.00% | |
Investment | 220,000 | |
Impairment of investment asset | $ 220,000 |
OTHER CURRENT LIABILITIES (Sche
OTHER CURRENT LIABILITIES (Schedule of Other liabilities) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued funding under Max Steel production agreement | $ 620,000 | $ 620,000 |
Accrued audit, legal and other professional fees | 429,299 | 325,587 |
Accrued commissions | 457,269 | 162,678 |
Accrued bonuses | 360,817 | |
Due to seller of Be Social (2021) and Shore Fire (2020) | 304,169 | 370,000 |
Talent liability | 2,908,357 | 1,334,990 |
Other | 1,800,730 | 698,304 |
Other current liabilities | $ 6,880,641 | $ 3,511,559 |
DEBT (Schedule of debt) (Detail
DEBT (Schedule of debt) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Convertible notes payable (see Note 14) | $ 2,900,000 | $ 1,445,000 |
Convertible notes payable - fair value option (see Note 15) | 998,135 | 1,527,293 |
Non-convertible promissory notes (see Note 16) | 1,176,644 | 1,273,394 |
Loans from related party (see Note 17) | 1,107,873 | 1,107,873 |
Term loan | 900,292 | |
Paycheck Protection Program loans | 3,099,869 | |
Total debt | 6,182,652 | 9,353,721 |
Less current portion of debt | (307,685) | (4,017,352) |
Noncurrent portion of debt | $ 5,874,967 | $ 5,336,369 |
DEBT (Schedule of Future Annual
DEBT (Schedule of Future Annual Contractual Principal Payment Commitments of Debt) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |
2022 | $ 307,685 |
2023 | 4,876,832 |
2024 | |
2025 | |
2026 | |
Thereafter | $ 500,000 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Ranging between June 2023 and March 2030 |
2022 | |
2023 | 2,900,000 |
2024 | |
2025 | |
2026 | |
Thereafter | $ 500,000 |
Nonconvertible promissory notes [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Ranging between January 2022 and December 2023 |
2022 | $ 307,685 |
2023 | 868,959 |
2024 | |
2025 | |
2026 | |
Thereafter | |
Loan From Related Party [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | July 31, 2023 |
2022 | |
2023 | 1,107,873 |
2024 | |
2025 | |
2026 | |
Thereafter |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Apr. 23, 2020 | Aug. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 20, 2020 |
Short-term Debt [Line Items] | ||||||
Gain on extinguishment of debt | $ 2,988,779 | $ 3,311,198 | ||||
Line of credit | $ 500,000 | |||||
Debt instrument face amount | $ 2,900,000 | 1,445,000 | ||||
Maturity date | Jan. 15, 2022 | |||||
Term loan | $ 900,292 | |||||
PPP Loans [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowings aggregate amount | $ 2,800,000 | $ 300,000 | 3,100,000 | |||
Nonconvertible Notes Payable | Term Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument face amount | $ 1,200,390 | |||||
Debt term | 3 years | |||||
Interest rate | 0.75% | |||||
Maturity date | Mar. 15, 2023 | |||||
Term loan | $ 900,292 |
CONVERTIBLE NOTES PAYABLE (Sche
CONVERTIBLE NOTES PAYABLE (Schedule of convertible notes payable) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal Amount | $ 2,900,000 | $ 1,445,000 |
Net Carrying Amount | 2,900,000 | 1,445,000 |
Fair Value Amount | 2,900,000 | |
March 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 195,000 | |
Net Carrying Amount | 195,000 | |
September 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 500,000 | |
Net Carrying Amount | 500,000 | |
October 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 500,000 | |
Net Carrying Amount | 500,000 | |
December 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 250,000 | |
Net Carrying Amount | $ 250,000 | |
August 2023 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 2,000,000 | |
Net Carrying Amount | 2,000,000 | |
Fair Value Amount | 1,998,000 | |
September 2023 [Member] | ||
Short-term Debt [Line Items] | ||
Principal Amount | 900,000 | |
Net Carrying Amount | 900,000 | |
Fair Value Amount | $ 902,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 05, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||
Debt conversion, Principal | $ 1,000,000 | |||||
Debt instrument amount | $ 2,900,000 | $ 1,445,000 | ||||
Closing market price per share | $ 2.50 | $ 2.50 | ||||
Debt conversion converted, shares issued | 143,588 | |||||
Convertible Notes Payable | $ 2,900,000 | $ 1,445,000 | ||||
Interest Paid | $ 916,538 | 909,777 | ||||
Debt maturity date | Jan. 15, 2022 | |||||
Interest payable | $ 1,621,437 | 1,783,121 | ||||
Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, Principal | 2,900,000 | $ 1,445,000 | ||||
Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 5,950,000 | |||||
Interest rate | 10.00% | 10.00% | ||||
Debt conversion accrued interest | $ 3,333 | |||||
Debt conversion converted, shares issued | 300,830 | |||||
Interest expense and debt amortization | $ 193,153 | |||||
Interest payments | $ 170,653 | |||||
Convertible Notes Payable | $ 1,445,000 | |||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion Price | $ 9.27 | |||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion Price | $ 10.74 | |||||
Seven Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, Principal | $ 3,050,000 | |||||
Convertible Debt 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, Principal | 1,445,000 | |||||
Debt conversion accrued interest | $ 8,611 | |||||
Debt conversion converted, shares issued | 381,601 | |||||
Interest payments | $ 27,538 | 29,378 | ||||
Interest expense | $ 15,565 | 41,350 | ||||
Convertible Debt 2020 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion Price | $ 3.69 | |||||
Convertible Debt 2020 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion Price | $ 3.96 | |||||
Convertible Notes | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 1,100,000 | 1,000,000 | ||||
Debt conversion converted, shares issued | 416,880 | |||||
Interest expense and debt amortization | 741,009 | |||||
Beneficial conversion feature | 708,643 | |||||
Interest Paid | 41,794 | |||||
Motion Pictures | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense and debt amortization | 70,686 | |||||
Beneficial conversion feature | 69,350 | |||||
Interest Paid | $ 29,614 | |||||
Motion Pictures | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 1,500,000 | |||||
Debt instrument interest rate | 8.00% | |||||
Debt maturity date | Jan. 5, 2020 | |||||
Employee Benefit Plan | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 475,000 | |||||
Debt conversion converted, shares issued | 156,979 | |||||
Interest expense and debt amortization | $ 574,917 | |||||
Beneficial conversion feature | $ 550,000 | |||||
Interest Paid | $ 29,154 | |||||
Interest payable | $ 3,238 |
CONVERTIBLE NOTES PAYABLE AT _3
CONVERTIBLE NOTES PAYABLE AT FAIR VALUE (Schedule of fair value option) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total convertible notes payable at fair value | $ 2,900,000 | $ 1,445,000 | |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total convertible notes payable at fair value | [1] | 998,135 | 1,527,293 |
Convertible Notes Payable [Member] | Notes Payable Issue January 3 [Member] | |||
Debt Instrument [Line Items] | |||
Total convertible notes payable at fair value | [1] | 436,156 | |
Convertible Notes Payable [Member] | Notes Payable Issue March 4 [Member] | |||
Debt Instrument [Line Items] | |||
Total convertible notes payable at fair value | [1] | 998,135 | 511,137 |
Convertible Notes Payable [Member] | Notes Payable Issue March 25 [Member] | |||
Debt Instrument [Line Items] | |||
Total convertible notes payable at fair value | [1] | $ 580,000 | |
[1] | All amounts as of December 31, 2021 are recorded in noncurrent liabilities. As of December 31, 2020, this amount is recorded as $580,000 in current liabilities and $947,293 in noncurrent liabilities. |
CONVERTIBLE NOTES PAYABLE AT _4
CONVERTIBLE NOTES PAYABLE AT FAIR VALUE (Details Narrative) - USD ($) | Mar. 04, 2020 | Mar. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 03, 2020 | Jan. 03, 2020 | May 20, 2019 |
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 2,900,000 | $ 1,445,000 | |||||
Debt conversion converted, shares issued | 143,588 | ||||||
Debt conversion converted amount | $ 1,000,000 | ||||||
Interest expense | 785,209 | 2,133,660 | |||||
Third Party Investor [Member] | Warrant I | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | $ 135,000 | 50,000 | |||||
Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issue price per share | $ 3.47 | ||||||
Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issue price per share | $ 5.15 | ||||||
Going Concern Narrative Details | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 540,000 | 760,000 | |||||
Fair value of debt | $ 561,522 | $ 852,895 | |||||
Shares issue price per share | $ 3.91 | ||||||
Shares issued | 137,966 | 172,181 | |||||
Going Concern Narrative Details | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issue price per share | $ 4.35 | ||||||
Going Concern Narrative Details | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issue price per share | $ 4.45 | ||||||
Convertible Debt Lincoin Park Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 540,000 | ||||||
Fair value of debt | 436,155 | ||||||
Contingent Consideration [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | 314,441 | ||||||
Increase (decrease) in fair value of debt | $ 2,397,877 | ||||||
Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | 400,000 | ||||||
Going concern | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued | 10,000 | ||||||
Preferred Stock deemed dividend related to exchange of Series A for Series B Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock | 41,518 | 41,518 | 41,518 | ||||
Outstanding balance | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 1,200,000 | ||||||
Exercise price | $ 3.91 | ||||||
Debt instrument conversion price | $ 5.25 | ||||||
Change in fair value of Warrants "J" and "K" (note 11) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | 500,000 | $ 1,300,000 | |||||
Increase (decrease) in fair value of debt | 103,845 | 403,491 | |||||
Change in fair value of Warrants "J" and "K" (note 11) | Third Party Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock | 20,000 | ||||||
Exercise price | $ 3.91 | ||||||
Fair value of debt | $ 460,000 | 998,135 | 511,136 | ||||
Increase (decrease) in fair value of debt | 486,999 | 51,136 | |||||
Debt conversion converted amount | $ 500,000 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Change in fair value of Warrants "J" and "K" (note 11) | Third Party Investor [Member] | Warrant I | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | $ 40,000 | ||||||
Increase (decrease) in fair value of debt | 85,000 | 10,000 | |||||
Change in fair value of Warrants "J" and "K" (note 11) | Third Party Investor One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 560,000 | 560,000 | |||||
Exercise price | $ 3.90 | ||||||
Fair value of debt | $ 500,000 | 580,000 | |||||
Increase (decrease) in fair value of debt | 20,000 | 80,000 | |||||
Debt conversion converted amount | 500,000 | ||||||
Debt instrument transaction costs | $ 10,000 | ||||||
Convertible Debt [Member] | Document And Entity Information | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument amount | $ 1,100,000 | ||||||
Debt instrument conversion price | $ 3.91 | ||||||
Production Service Agreement | 15.00% | ||||||
Gross versus Net Revenue | 18.00% | ||||||
Interest expense | $ 59,742 | ||||||
Convertible Debt [Member] | Contingent Consideration [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion converted, shares issued | 146,027 | ||||||
Convertible Debt [Member] | Convertible Debt Lincoin Park Warrant 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | $ 85,559 | ||||||
Convertible Debt [Member] | Outstanding balance | Document And Entity Information | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock | 75,403 | ||||||
Convertible Debt One [Member] | Going Concern Narrative Details | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | $ 885,559 |
NONCONVERTIBLE PROMISSORY NOT_2
NONCONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument amount | $ 2,900,000 | $ 1,445,000 |
Debt instrument maturity date | Jan. 15, 2022 | |
Notes payable, current portion | $ 307,685 | 846,749 |
Notes payable | 868,959 | 426,645 |
Interest expense | 122,456 | 131,750 |
Interest paid | 123,025 | 132,264 |
Debt carrying amount current portion | 6,182,652 | $ 9,353,721 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument amount | $ 1,176,644 | |
Debt instrument rate | 10.00% | |
Debt instrument maturity date | Jan. 15, 2022 | |
Nonconvertible promissory notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt carrying amount current portion | $ 200,000 |
LOANS FROM RELATED PARTY (Detai
LOANS FROM RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument amount | $ 2,900,000 | $ 1,445,000 |
Interest expense | 785,209 | 2,133,660 |
Repayment of related party debt | 500,000 | |
Accrued interest | 1,621,437 | 1,783,121 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument amount | 1,107,873 | |
Accrued interest | 55,849 | 26,683 |
Notes Payable, Other Payables [Member] | DE New Promissory Note [Member] | Chief Executive Officer [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument amount | $ 1,009,624 | |
Debt instrument interest rate | 10.00% | |
Interest expense | $ 110,787 | $ 111,091 |
Repayment of related party debt | $ 81,621 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Liability Fair Value Categorized Within Level 3) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loss in exchange of shares for put rights | [1] | $ 106,688 | |
The Door [Member] | Put Option [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning fair value balance reported on the consolidated balance sheet | 1,544,029 | $ 3,003,547 | |
Put rights exercised | (1,015,135) | (275,000) | |
Gain Loss due to change in fair value | 71,106 | (1,745,418) | |
Put rights converted into common stock | (706,688) | 560,900 | |
Ending fair value balance reported on the consolidated balance sheet | $ 1,544,029 | ||
[1] | The loss in exchange of shares for the put rights is included in gain on extinguishment of debt in the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS (Sche_2
FAIR VALUE MEASUREMENTS (Schedule of Black-Scholes Option Pricing Model) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Equity volatility estimate | 62.50% |
Discount rate based on US Treasury obligations | 9.00% |
FAIR VALUE MEASUREMENTS (Sche_3
FAIR VALUE MEASUREMENTS (Schedule of Liability contingent consideration) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
The Door [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Contingent liabilities | $ 2,381,869 | $ 370,000 |
Motion Picture | ||
Restructuring Cost and Reserve [Line Items] | ||
Contingent liabilities | 710,000 | 160,000 |
B H I [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Contingent liabilities | $ 1,192,352 |
FAIR VALUE MEASUREMENTS (Sche_4
FAIR VALUE MEASUREMENTS (Schedule of Fair Value Assumptions Used to Value Liabilities, Put Rights) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series E F G And H Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregate Fair Value | $ 400,000 | |
Exercise Price per share | $ 3.91 | |
Value of Common Stock | $ 3.40 | |
Expected term (years) | 4 years 6 months 3 days | |
Volatility | 100.00% | |
Dividend yield | 0.00% | |
Risk free rate | 0.31% | |
Series I Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregate Fair Value | $ 135,000 | $ 50,000 |
Exercise Price per share | $ 3.91 | $ 3.91 |
Value of Common Stock | $ 8.52 | $ 3.40 |
Expected term (years) | 3 years 8 months 1 day | 4 years 8 months 1 day |
Volatility | 100.00% | 100.00% |
Dividend yield | 0.00% | 0.00% |
Risk free rate | 1.07% | 0.31% |
Outstanding balance | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Aggregate Fair Value | $ 189,590 | |
Exercise Price per share | $ 10 | |
Value of Common Stock | $ 3.50 | |
Expected term (years) | 5 years 4 months 20 days | |
Volatility | 90.00% | |
Dividend yield | 0.00% | |
Risk free rate | 1.60% | |
The Door [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 0.16% | |
Annual Asset Volatility Estimate | 60.00% | |
Motion Picture | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 0.73% | |
Annual Asset Volatility Estimate | 85.00% | 73.50% |
Motion Picture | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 0.13% | |
Motion Picture | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 0.17% |
FAIR VALUE MEASUREMENTS (Sche_5
FAIR VALUE MEASUREMENTS (Schedule of fair value categorized within Level 3) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
B H I [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | ||
Recognition of contingent consideration in acquisition | ||
Loss in fair value | 1,192,352 | |
Ending Balance | 1,192,352 | |
The Door [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | 370,000 | 330,000 |
Recognition of contingent consideration in acquisition | ||
Loss in fair value | 2,011,869 | 40,000 |
Ending Balance | 2,381,869 | 370,000 |
Motion Picture | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | 160,000 | |
Recognition of contingent consideration in acquisition | 145,000 | |
Loss in fair value | 550,000 | 15,000 |
Ending Balance | $ 710,000 | $ 160,000 |
FAIR VALUE MEASUREMENTS (Sche_6
FAIR VALUE MEASUREMENTS (Schedule of Reconciliation fair value categorized) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note One [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | $ 436,155 | |
Fair value at issuance | 885,559 | |
Gain/Loss in fair value | 103,845 | 403,491 |
Exercise | (540,000) | (852,895) |
Ending Balance | 436,155 | |
Note Two [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | 511,136 | |
Fair value at issuance | 460,000 | |
Gain/Loss in fair value | 486,999 | 51,136 |
Exercise | ||
Ending Balance | 998,135 | 511,136 |
Note Three [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginnig Balance | 580,000 | |
Fair value at issuance | 500,000 | |
Gain/Loss in fair value | (20,000) | 80,000 |
Exercise | (560,000) | |
Ending Balance | $ 580,000 |
FAIR VALUE MEASUREMENTS (Sche_7
FAIR VALUE MEASUREMENTS (Schedule of Fair Value Assumptions Used to Value Liabilities) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note One [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Valuation method | Monte Carlo simulation | |
Face value principal payable | $ 440,000 | |
Value of common stock | $ 3.40 | |
Expected term (years) | 1 year 3 days | |
Volatility | 100.00% | |
Straight debt yield | 12.00% | |
Risk free rate | 0.10% | |
Note Two [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Valuation method | Black-Scholes Model | Black-Scholes Model |
Face value principal payable | $ 500,000 | $ 500,000 |
Original conversion price | $ 3.91 | $ 3.91 |
Value of common stock | $ 8.52 | $ 3.40 |
Expected term (years) | 8 years 2 months 4 days | 9 years 2 months 4 days |
Volatility | 100.00% | 100.00% |
Risk free rate | 1.47% | 0.93% |
Note Three [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Valuation method | Monte Carlo simulation | |
Face value principal payable | $ 560,000 | |
Original conversion price | $ 3.91 | |
Value of common stock | $ 3.40 | |
Expected term (years) | 2 months 26 days | |
Volatility | 100.00% | |
Straight debt yield | 12.00% | |
Risk free rate | 0.09% |
FAIR VALUE MEASUREMENTS (Sche_8
FAIR VALUE MEASUREMENTS (Schedule of Reconciliation Fair Value Categorized Within Level 3) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series E F G And H Warrants [Member] | ||
Beginning Balance | $ 400,000 | |
Liability at issuance | 314,441 | |
Loss in fair value | 2,397,877 | 85,559 |
Exercise of warrants | (2,797,877) | |
Ending Balance | 400,000 | |
Series I Warrants [Member] | ||
Beginning Balance | 50,000 | |
Liability at issuance | 40,000 | |
Loss in fair value | 85,000 | 10,000 |
Exercise of warrants | ||
Ending Balance | 135,000 | 50,000 |
Outstanding balance | ||
Beginning Balance | 189,590 | |
Liability at issuance | ||
Loss in fair value | 179,886 | |
Exercise of warrants | (369,476) | |
Ending Balance |
FAIR VALUE MEASUREMENTS (Sche_9
FAIR VALUE MEASUREMENTS (Schedule of Derivative Liability) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance | $ 170,000 | |
Change in fair value reported in the statements of operations | ||
Reduction in value due to note principal conversion | $ (170,000) | |
Ending Balance |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 04, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of put rights | $ (71,106) | $ 1,745,418 | |
Change in fair value of warrant liability | $ (2,482,877) | (275,445) | |
Earnout consideration, shares | 279,562 | ||
Debt instrument amount | $ 2,900,000 | 1,445,000 | |
Put Option [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of put rights | 1,544,029 | ||
Change in fair value of warrant liability | 71,106 | $ 1,745,418 | |
Contingent Consideration [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares issued in Earn Out Consideration, value | $ 600,000 | ||
Nonconvertible Notes Payable | Put Option [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Number of shares purchased | 22,865 | 41,486 | |
Going Concern Narrative Details | Contingent Consideration [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares issued in Earn Out Consideration | 307,692 | ||
Price per share | $ 16.25 | ||
Shares issued in Earn Out Consideration, value | $ 2,000,000 | ||
Contingent consideration | 1,620,000 | ||
Be Social Public Relations, LLC [Member] | Contingent Consideration [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares issued in Earn Out Consideration, value | $ 800,000 | ||
Percentage of contingent consideration in cash | 62.50% | ||
Percentage of contingent consideration in stock | 37.50% | ||
B H I [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration | $ 1,192,352 | ||
B H I [Member] | Contingent Consideration [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares issued in Earn Out Consideration | 69,525 | ||
Shares issued in Earn Out Consideration, value | $ 1,200,000 | ||
Percentage of contingent consideration in cash | 50.00% | ||
Percentage of contingent consideration in stock | 50.00% | ||
Debt instrument amount | $ 1,300,000 | $ 500,000 |
VARIABLE INTEREST ENTITIES (Sum
VARIABLE INTEREST ENTITIES (Summary of Financial Information for Variable Interest Entities) (Details) - JB Believe, LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Assets | $ 265,778 | $ 61,151 |
Liabilities | (6,749,738) | (6,559,567) |
Revenues | 21,894 | 107,800 |
Expenses | $ (7,437) | $ (46,649) |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Revenue | $ 35,727,199 | $ 24,054,480 | |
Gain on extinguishment of debt | 2,988,779 | 3,311,198 | |
Loss on deconsolidation of Max Steel VIE | (1,484,591) | ||
Production Service Agreement | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Gain on extinguishment of debt | $ 3,311,198 | ||
Loss on deconsolidation of Max Steel VIE | 1,484,591 | ||
JB Believe, LLC [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Repayments of investments | 3,200,000 | ||
Amount paid to release film | 5,000,000 | ||
Producer fee owed to lender | 6,491,834 | ||
JB Believe, LLC [Member] | Geographic Distribution, Domestic [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Revenue | $ 21,894 | $ 107,800 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | |
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 10,000,000 | |||
Preferred stock, description | An Eligible Class C Preferred Stock Holder means any of (i) DE LLC for so long as Mr. O’Dowd continues to beneficially own at least 90% and serves on the board of directors or other governing entity, (ii) any other entity in which Mr. O’Dowd beneficially owns more than 90%, or a trust for the benefit of others, for which Mr. O’Dowd serves as trustee and (iii) Mr. O’Dowd individually. | |||
EBITDA, amount | $ 3,000,000 | |||
Common stock, authorized | 200,000,000 | 40,000,000 | ||
Proceeds from issuance of common stock | $ 4,367,640 | |||
Lincoln Park Transaction [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued during period | 25,000,000 | 51,827 | ||
Number of shares issued and sold | 1,035,000 | |||
Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized | 200,000,000 | |||
Shares issued price per share | $ 3.47 | |||
Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized | 40,000,000 | |||
Shares issued price per share | $ 5.15 | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 50,000 | 50,000 | ||
Shares issued during period | 4,738,940 | |||
Warrants J K | ||||
Class of Stock [Line Items] | ||||
Preferred stock liquidation value | $ 0.001 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss attributable to Dolphin Entertainment stockholders | $ (6,462,303) | $ (1,939,192) |
Change in fair value of put rights | (1,745,418) | |
Numerator for diluted loss per share | $ (6,462,303) | $ (3,684,610) |
Denominator | ||
Denominator for basic EPS - weighted-average shares | 7,614,774 | 5,619,969 |
Effect of dilutive securities: | ||
Put rights | 762,968 | |
Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of Put rights | 7,614,774 | 6,382,937 |
Basic loss per share | $ (0.85) | $ (0.35) |
Diluted loss per share | $ (0.85) | $ (0.58) |
LOSS PER SHARE (Details Narrati
LOSS PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss per share: | ||
Antidilutive shares | 506,674 | 847,191 |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at December 31 | 221,513 | 455,451 |
Balance at December 31 | $ 7.08 | $ 16.75 |
Issued | 186,072 | |
Issued | $ 3.91 | |
Exercised | (166,072) | (110,000) |
Exercised | $ 3.91 | $ 3.91 |
Expired | (35,441) | (310,010) |
Expired | $ 23.70 | $ 23.70 |
Balance at December 31 | 20,000 | 221,513 |
Balance at December 31 | $ 3.91 | $ 7.08 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 04, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of warrants | $ 2,482,877 | $ 275,445 | |
Derivative liabilities | 400,000 | ||
Convertible notes payable (see Note 14) | 2,900,000 | $ 1,445,000 | |
Outstanding balance | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of warrants | 179,886 | ||
Exercise price | $ 10 | ||
Outstanding balance | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants to purchase common stock | 75,403 | ||
Change in fair value of warrants | 2,397,877 | $ 85,559 | |
Derivative liabilities | 314,441 | ||
Series I Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants to purchase common stock | 20,000 | ||
Derivative liabilities | 135,000 | 50,000 | $ 40,000 |
Convertible notes payable (see Note 14) | $ 500,000 | ||
Exercise price | $ 3.91 | ||
Change in fair value (gain) of derivative liability | $ 85,000 | $ 10,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Accrued Salaries | $ 400,000 | $ 450,000 | |
Interest Expense, Related Party | 262,500 | 263,219 | |
Interest paid related to accrued compensation | 453,345 | ||
Retainer fees | 8,500 | ||
Payment for fee | $ 17,000 | ||
Number of options exercised | 6,507 | ||
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 | |
Interest Payable | $ 1,565,588 | $ 1,756,438 | |
Ms. Leslee Dart [Member] | Put Option [Member] | |||
Related Party Transaction [Line Items] | |||
Price per share | $ 46.10 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 35,727,199 | $ 24,054,480 |
Total operating loss | (5,480,783) | (2,611,518) |
Interest expense | (785,209) | (2,133,660) |
Other income, net | (158,955) | 2,668,911 |
Loss before income taxes | (6,424,947) | (2,076,267) |
Total assets | 52,745,301 | 49,351,951 |
E P M [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 35,705,305 | 23,946,680 |
Total operating loss | (451,406) | 19,743 |
Total assets | 48,645,789 | 45,266,315 |
C P D [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 21,894 | 107,800 |
Total operating loss | (5,029,377) | (2,631,261) |
Total assets | $ 4,099,512 | $ 4,085,636 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Restructuring Cost and Reserve [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 7,327,933 | $ 5,747,941 | ||
Goodwill, Acquired During Period | 470,595 | [1] | $ 1,634,496 | [2] |
42 West, The Door and Viewpoint, Shore Media [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Finite-lived Intangible Assets Acquired | 6,142,067 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 7,327,933 | |||
Goodwill, Acquired During Period | $ 20,021,357 | |||
[1] | Acquisition of B/HI in January 2021. | |||
[2] | Acquisition of Be Social in August 2020. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax provision (benefit) expense | ||
Federal | ||
State | ||
Current | ||
Deferred income tax provision (benefit) expense | ||
Federal | (1,107,490) | (384,419) |
State | (37,908) | (2,386,715) |
Deferred | (1,145,398) | (2,771,134) |
Change in valuation allowance | ||
Federal | 1,145,789 | 291,311 |
State | 36,965 | 2,342,748 |
Change in valuation allowance | 1,182,754 | 2,634,059 |
Income tax provision (benefit) | $ 37,356 | $ (137,075) |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
PPP loan forgiveness | 10.60% | 0.00% |
Change in fair value of contingent consideration | (12.40%) | (0.60%) |
Change in fair value of derivative liabilities | (10.40%) | 0.00% |
State income taxes, net of federal income tax benefit | 0.00% | 2.40% |
Change in state tax rate | 1.30% | 31.20% |
Return to provision adjustment | (0.60%) | (1.00%) |
Business combination | 0.40% | 6.80% |
Other | (0.80%) | 1.90% |
Change in valuation allowance | (9.70%) | (50.20%) |
Effective tax rate | (0.60%) | 7.70% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss deferred tax asset | $ 1,794,491 | $ 1,794,481 |
Net operating loss carryforwards | 528,460 | 1,065,218 |
Deferred tax asset valuation allowance | 18,569,545 | $ 17,312,519 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 46,675,025 | |
State Of Florida Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 26,228,552 | |
State Of California Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 14,974,447 | |
Return of capital to noncontrolling member | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 3,366,348 | |
Return of capital to noncontrolling member | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 3,886,621 |
LEASES (Schedule of Right of Us
LEASES (Schedule of Right of Use Asset or Lease Liability Calculations) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Right-of-use asset | $ 6,129,411 | $ 7,106,279 |
Current | ||
Lease liability | 1,600,107 | 1,791,773 |
Noncurrent | ||
Lease liability | 5,132,895 | 5,964,275 |
Total lease liability | $ 6,733,002 | $ 7,756,048 |
LEASES (Schedule of Lease Incom
LEASES (Schedule of Lease Income and Expenses) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net lease costs | $ 2,703,659 | $ 2,466,398 |
Selling, General and Administrative Expenses [Member] | ||
Operating lease costs | 2,642,798 | 2,234,988 |
Direct costs [Member] | ||
Operating lease costs | $ 60,861 | $ 231,410 |
LEASES (Schedule of Maturities
LEASES (Schedule of Maturities of Lease Liabilities) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 2,073,241 | |
2023 | 1,954,903 | |
2024 | 1,824,908 | |
2025 | 1,232,060 | |
2026 | 940,989 | |
Thereafter | ||
Total | 8,026,101 | |
Less: Imputed interest | (1,293,099) | |
Present value of lease liabilities | $ 6,733,002 | $ 7,756,048 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease payment | $ 2,733,158 | $ 2,404,127 |
Operating lease term | 3 years 9 months 10 days | |
Percentage of annual increase in lease amount | 7.60% | |
Rent expense | $ 2,703,659 | $ 2,466,398 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jul. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Letter of Credit description | On July 24, 2018, the Company renewed the letter of credit issued by City National Bank for the 42West office space in New York. The original letter of credit was for $677,354 and originally expired on August 1, 2018. This letter of credit renews automatically annually unless City National Bank notifies the landlord 60-days prior to the expiration of the bank’s election not to renew the letter of credit. In connection with the annual renewal in 2021, the letter of credit was reduced to $541,883. The Company granted City National Bank a security interest in bank account funds totaling $541,883 pledged as collateral for the letter of credit. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit. | |
Amount paid for settlement of plan audit | $ 87,532 | |
Nonconvertible Notes Payable | ||
Restructuring Cost and Reserve [Line Items] | ||
Pension obligation | $ 87,532 |
EMPLOYEE BENEFIT PLAN AND EQU_2
EMPLOYEE BENEFIT PLAN AND EQUITY INCENTIVE PLAN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 13, 2022 | |
Subsequent Event [Line Items] | |||
Employee benefit plan | $ 424,423 | $ 320,389 | |
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 36,240 |