Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38331 | |
Entity Registrant Name | DOLPHIN ENTERTAINMENT, INC. | |
Entity Central Index Key | 0001282224 | |
Entity Tax Identification Number | 86-0787790 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 150 Alhambra Circle | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | (305) | |
Local Phone Number | 774-0407 | |
Title of 12(b) Security | Common Stock, $0.015 par value per share | |
Trading Symbol | DLPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,084,605 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current | ||
Cash and cash equivalents | $ 7,858,570 | $ 6,069,889 |
Restricted cash | 1,127,960 | 1,127,960 |
Accounts receivable: | ||
Trade, net of allowance of $896,499 and $736,820, respectively | 6,225,319 | 6,162,472 |
Other receivables | 3,021,712 | 5,552,993 |
Notes receivable | 4,527,995 | 4,426,700 |
Other current assets | 801,414 | 523,812 |
Total current assets | 23,562,970 | 23,863,826 |
Capitalized production costs, net | 1,603,412 | 1,598,412 |
Employee receivable | 652,085 | 604,085 |
Right-of-use asset | 6,845,888 | 7,341,045 |
Goodwill | 29,314,083 | 29,314,083 |
Intangible assets, net | 9,378,496 | 9,884,336 |
Property, equipment and leasehold improvements, net | 265,950 | 293,206 |
Other long-term assets | 2,365,914 | 2,477,839 |
Total Assets | 73,988,798 | 75,376,832 |
LIABILITIES | ||
Accounts payable | 3,662,046 | 4,798,221 |
Term loan, current portion | 409,232 | 408,905 |
Notes payable, current portion | 3,840,321 | 3,868,960 |
Contingent consideration | 500,000 | 500,000 |
Accrued interest – related party | 1,636,766 | 1,744,723 |
Accrued compensation – related party | 2,625,000 | 2,625,000 |
Lease liability, current portion | 2,024,130 | 2,073,547 |
Deferred revenue | 2,093,280 | 1,641,459 |
Other current liabilities | 6,985,305 | 7,626,836 |
Total current liabilities | 23,776,080 | 25,287,651 |
Term loan, noncurrent portion | 2,356,052 | 2,458,687 |
Notes payable | 2,715,000 | 500,000 |
Convertible notes payable | 5,850,000 | 5,050,000 |
Convertible note payable at fair value | 354,000 | 343,556 |
Loan from related party | 1,107,873 | 1,107,873 |
Contingent consideration | 254,306 | 238,821 |
Lease liability | 5,535,423 | 6,012,049 |
Deferred tax liability | 280,286 | 253,188 |
Warrant liability | 15,000 | 15,000 |
Other noncurrent liabilities | 18,915 | 18,915 |
Total Liabilities | 42,262,935 | 41,285,740 |
Commitments and contingencies (Note 18) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 1,000 | 1,000 |
Common Stock, $0.015 par value, 200,000,000 shares authorized, 12,627,336 and 12,340,664 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 189,410 | 185,110 |
Additional paid-in capital | 143,719,252 | 143,119,461 |
Accumulated deficit | (112,183,799) | (109,214,479) |
Total Stockholders’ Equity | 31,725,863 | 34,091,092 |
Total Liabilities and Stockholders’ Equity | $ 73,988,798 | $ 75,376,832 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful debts | $ 896,499 | $ 736,820 |
Common stock, par value | $ 0.015 | $ 0.015 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 12,627,336 | 12,340,664 |
Common stock, Outstanding | 12,627,336 | 12,340,664 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 9,891,421 | $ 9,177,125 |
Expenses: | ||
Direct costs | 218,896 | 1,110,658 |
Payroll and benefits | 9,054,730 | 6,960,283 |
Selling, general and administrative | 1,871,937 | 1,488,338 |
Depreciation and amortization | 533,096 | 407,238 |
Change in fair value of contingent consideration | 15,485 | 161,451 |
Legal and professional | 763,277 | 938,217 |
Total expenses | 12,457,421 | 11,066,185 |
Loss from operations | (2,566,000) | (1,889,060) |
Other income (expense): | ||
Change in fair value of convertible notes | (10,444) | 287,858 |
Change in fair value of warrants | 60,000 | |
Interest income | 102,017 | 44,767 |
Interest expense | (355,870) | (194,173) |
Total other (expense) income, net | (264,297) | 198,452 |
Loss before income taxes and equity in losses of unconsolidated affiliates | (2,830,297) | (1,690,608) |
Income tax expense | (27,098) | (7,224) |
Net loss before equity in losses of unconsolidated affiliates | (2,857,395) | (1,697,832) |
Equity in losses of unconsolidated affiliates | (111,925) | (20,000) |
Net loss | $ (2,969,320) | $ (1,717,832) |
Loss per share: | ||
Basic | $ (0.23) | $ (0.20) |
Diluted | $ (0.23) | $ (0.23) |
Weighted average number of shares outstanding: | ||
Basic | 12,640,285 | 8,713,700 |
Diluted | 12,640,285 | 8,846,567 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,969,320) | $ (1,717,832) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 533,096 | 407,238 |
Share-based compensation | 74,641 | 59,305 |
Equity in losses of unconsolidated affiliates | 111,925 | 20,000 |
Impairment of capitalized production costs | 15,000 | |
Change in allowance for credit losses | 75,779 | 143,924 |
Change in fair value of contingent consideration | 15,485 | 161,451 |
Change in fair value of warrants | (60,000) | |
Change in fair value of convertible note and derivative liabilities | 10,444 | (287,858) |
Deferred income tax expense, net | 27,098 | 7,224 |
Changes in operating assets and liabilities: | ||
Accounts receivable, trade and other | 2,291,361 | 1,880,764 |
Other current assets | (277,602) | (11,732) |
Capitalized production costs | (5,000) | (20,500) |
Other long-term assets and employee receivable | (48,000) | (68,354) |
Deferred revenue | 451,821 | (49,799) |
Accounts payable | (1,136,175) | 376,934 |
Accrued interest – related party | 92,043 | 92,043 |
Lease liability | (30,886) | (12,968) |
Other current liabilities | (641,532) | (116,477) |
Net cash (used in) provided by operating activities | (1,424,822) | 818,363 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (17,757) | |
Issuance of notes receivable | (1,154,500) | |
Net cash used in investing activities | (1,172,257) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 800,000 | |
Repayment of interest to related party | (200,000) | |
Proceeds from notes payable | 2,215,000 | |
Proceeds from equity line of credit agreement | 529,450 | 2,515,350 |
Repayment of term loan | (102,308) | |
Repayment of notes payable | (28,639) | (225,924) |
Net cash provided by financing activities | 3,213,503 | 2,289,426 |
Net increase in cash and cash equivalents and restricted cash | 1,788,681 | 1,935,532 |
Cash and cash equivalents and restricted cash, beginning of period | 7,197,849 | 8,230,626 |
Cash and cash equivalents and restricted cash, end of period | 8,986,530 | 10,166,158 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ||
Interest paid | 434,548 | 104,064 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of commitment shares to Lincoln Park Capital LLC | 2,515,350 | |
Receipt of Crafthouse equity in connection with marketing agreement | 1,000,000 | |
Settlement of contingent consideration for B/HI and The Door in shares of Common Stock | (2,381,869) | |
Employee compensation paid in shares of Common Stock | 74,641 | |
Cash and cash equivalents | 7,858,570 | 9,624,275 |
Restricted cash | 1,127,960 | 541,883 |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ 8,986,530 | $ 10,166,158 |
CONDENSED Consolidated Statem_3
CONDENSED Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,000 | $ 120,306 | $ 127,247,928 | $ (104,434,344) | $ 22,934,890 |
Beginning Balance, Shares at Dec. 31, 2021 | 50,000 | 8,020,381 | |||
Net loss | (1,717,832) | (1,717,832) | |||
Issuance of shares to Lincoln Park Capital LLC | $ 9,330 | 2,506,020 | 2,515,350 | ||
Issuance of shares to Lincoln Park Capital LLC, shares | 622,019 | ||||
Shares issuable for contingent consideration | 2,381,869 | 2,381,869 | |||
Issuance of restricted shares, net of shares withheld for taxes | $ 130 | (130) | |||
Issuance of restricted shares, net of shares withheld for taxes, shares | 8,645 | ||||
Share-based compensation | 59,305 | 59,305 | |||
Ending balance, value at Mar. 31, 2022 | $ 1,000 | $ 129,766 | 132,194,992 | (106,152,176) | 26,173,582 |
Ending Balance, Shares at Mar. 31, 2022 | 50,000 | 8,651,045 | |||
Beginning balance, value at Dec. 31, 2022 | $ 1,000 | $ 185,110 | 143,119,461 | (109,214,479) | 34,091,092 |
Beginning Balance, Shares at Dec. 31, 2022 | 50,000 | 12,340,664 | |||
Net loss | (2,969,320) | (2,969,320) | |||
Issuance of shares to Lincoln Park Capital LLC | $ 3,750 | 525,700 | 529,450 | ||
Issuance of shares to Lincoln Park Capital LLC, shares | 250,000 | ||||
Issuance of shares related to employment agreements | $ 550 | 74,091 | 74,641 | ||
Issuance of shares related to employment agreements, shares | 36,672 | ||||
Ending balance, value at Mar. 31, 2023 | $ 1,000 | $ 189,410 | $ 143,719,252 | $ (112,183,799) | $ 31,725,863 |
Ending Balance, Shares at Mar. 31, 2023 | 50,000 | 12,627,336 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL Dolphin Entertainment, Inc., a Florida corporation (the “Company,” “Dolphin,” “we,” “us” or “our”), is a leading independent entertainment marketing and 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”), B/HI Communications, Inc. (“B/HI”) and Socialyte, LLC (“Socialyte”), 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, B/HI and Socialyte 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (“Dolphin Films”), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, 42West, The Door, Viewpoint, Shore Fire, Be Social, B/HI and Socialyte. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the estimates in the fair value of acquisitions, estimates in assumptions used to calculate the fair value of certain liabilities and impairment assessments for investment in capitalized production costs, goodwill and long-lived assets. Actual results could differ materially from such estimates. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. Recent Accounting Pronouncements Accounting Guidance Adopted In June 2016, the FASB issued new guidance on measurement of credit losses (ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”) with subsequent amendments issued in November 2018 (ASU 2018-19) and April 2019 (ASU 2019-04). This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. The Company adopted this guidance effective January 1, 2023 and the adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
REVENUE | NOTE 2 – REVENUE Disaggregation of Revenue The Company’s principal geographic markets are within the U.S. The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 15. 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, in which we typically act as the agent, the performance obligation is typically completed and revenue is recognized net at a point in time, typically the date of publication. Content Production The Content Production (“CPD”) segment generates revenue from the production of original motion pictures and other digital content production. In the CPD segment, we typically identify performance obligations depending on the type of service, for which we generally act as the principal. Revenue from motion pictures is recognized upon transfer of control of the licensing rights of the motion picture 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 major customers by reporting segments Three Months Ended March 31, 2023 2022 Entertainment publicity and marketing $ 9,891,421 $ 9,177,125 Content production — — Total Revenues $ 9,891,421 $ 9,177,125 Contract Balances The opening and closing balances of our contract asset and liability balances from contracts with customers as of March 31, 2023 and December 31, 2022 were as follows: Schedule of contract asset and liability Contract Balance as of December 31, 2022 $ 1,641,459 Balance as of March 31, 2023 2,093,280 Change $ 451,829 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. Contract liabilities are presented within deferred revenue in the condensed consolidated balance sheets. The change in the contract liability balance relates to the advanced consideration received from customers under the terms of our contracts, primarily related to fees, which are generally recognized shortly after billing. Revenues for the three months ended March 31, 2023 and 2022 include the following: Schedule of contract liability Three Months Ended March 31, 2023 2022 Amounts included in the beginning of year contract liability balance $ 689,017 $ 314,937 The Company’s unsatisfied performance obligations are for contracts that have an original expected duration of one year or less and, as such, the Company is not required to disclose the remaining performance obligation. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 3 — GOODWILL AND INTANGIBLE ASSETS Goodwill As of March 31, 2023, the Company has a balance of $ 29,314,083 The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) significant decline in market capitalization or (4) an adverse action or assessment by a regulator. There were no triggering events noted during the three month period ended March 31, 2023, that would require the Company to reassess goodwill for impairment outside of its regular annual impairment test. Intangible Assets Finite-lived intangible assets consisted of the following as of March 31, 2023 and December 31, 2022: Schedule of intangible assets March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 13,350,000 $ 6,218,172 $ 7,131,828 $ 13,350,000 $ 5,842,498 $ 7,507,502 Trademarks and trade names 4,640,000 2,408,332 2,231,668 4,640,000 2,283,166 2,356,834 Non-compete agreements 690,000 675,000 15,000 690,000 670,000 20,000 $ 18,680,000 $ 9,301,504 $ 9,378,496 $ 18,680,000 $ 8,795,664 $ 9,884,336 Amortization expense associated with the Company’s intangible assets was $ 505,840 341,833 Amortization expense related to intangible assets for the remainder of 2023 and thereafter is as follows: Schedule of amortization expense related to intangible assets for the next five years 2023 $ 1,510,071 2024 1,701,993 2025 1,597,789 2026 1,465,978 2027 854,992 Thereafter 2,247,673 Total $ 9,378,496 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 4 — ACQUISITIONS Socialyte, LLC On November 14, 2022 (“Closing Date”), the Company, through its wholly owned subsidiary, Social MidCo LLC, (“MidCo”), acquired all of the issued and outstanding membership interests of Socialyte, a Delaware limited liability company (the “Socialyte Purchase”), pursuant to a membership interest purchase agreement dated the Closing Date (the “Socialyte Purchase Agreement”) between the Company and NSL Ventures, LLC (the “Socialyte Seller”). Socialyte is a New York and Los Angeles-based creative agency specializing in social media influencer marketing campaigns for brands. The total consideration paid to the Socialyte Seller in respect to the Socialyte Purchase was $ 14,290,504 2,103,668 5,000,000 5,053,827 1,346,257 3,000,000 685,234 3,000,000 The consolidated statement of operations includes revenues and a net loss from Socialyte amounting to $ 1,148,237 310,679 The following table summarizes the fair value of the consideration transferred: Schedule of consideration transferred Closing Common Stock (Consideration) $ 4,133,009 Common Stock issued at Closing as working capital adjustment 2,103,668 Cash consideration paid at closing 5,053,827 Cash consideration paid subsequent to closing (Unsecured Promissory Note issued to Seller) 3,000,000 Fair value of the consideration transferred $ 14,290,504 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed by the Socialyte Purchase on the Closing Date. Amounts in the table are estimates that may change, as described below. There were no measurement period adjustments during the three months ended March 31, 2023. The measurement period of the Socialyte Purchase concludes on November 14, 2023. Schedule of assets acquired and liabilities assumed November 14, 2022 Cash $ 314,752 Accounts receivable 2,758,265 Accrued revenue 1,040,902 Property, equipment and leasehold improvements 30,826 Prepaid expenses 351,253 Intangibles 5,210,000 Total identifiable assets acquired 9,705,998 Accounts payable (3,043,871 ) Accrued expenses and other current liabilities (1,397,292 ) Deferred revenue (1,173,394 ) Total liabilities assumed (5,614,557 ) Net identifiable assets acquired 4,091,441 Goodwill 10,199,063 Fair value of the consideration transferred $ 14,290,504 Due to the characteristics of the industry and services Dolphin provides, the acquisitions typically do not have significant amounts of physical assets since the principal assets acquired are client relationships and trade names. As a result, a substantial portion of the purchase price is primarily allocated to intangibles assets and goodwill. Socialyte provides Dolphin an expanded market for the growing social media and influencer market. Goodwill resulting from the Socialyte acquisition is not deductible for tax purposes. Intangible assets acquired in the Socialyte acquisition amounted to: · Customer relationships: $ 5,060,000 · Trade name: $ 150,000 The weighted-average useful life of the intangible assets acquired was 9.80 Unaudited Pro Forma Consolidated Statements of Operations The following presents the unaudited pro forma consolidated operations as if Socialyte had been acquired on January 1, 2022: Schedule of proforma results of operations Three Months Ended Revenues $ 10,504,144 Net loss $ 1,378,234 The pro forma amounts for 2022 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, 2022, and (b) include interest expense on the term loan and the unsecured promissory note in the amount of $ 81,816 The impact of the acquisition of Socialyte 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, 2022, 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. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
NOTES RECEIVABLE | NOTE 5 — NOTES RECEIVABLE The notes receivable held by the Company are unsecured convertible note receivables from 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, these have been recorded at the face value of the note and an allowance for credit losses has not been established. Midnight Theatre As of March 31, 2023, the Notes Receivable amount to $ 4,527,995 419,915 September 30, 2023 101,295 44,765 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 6 — EQUITY METHOD INVESTMENTS The Company’s equity method investment consisted of: (i) Class A and Class B units of JDDC Elemental LLC, a Limited Liability Company operating under the name Midnight Theatre (“Midnight Theatre”) and (ii) Series 2 common interest of Stanton South LLC, which operates Crafthouse Cocktails (“Crafthouse Cocktails”). The Company evaluated these investments under the Variable Interest Entity guidance and determined the Company is not the primary beneficiary of either Midnight Theatre or Crafthouse Cocktails, however it does exercise significant influence over Midnight Theatre and Crafthouse Cocktails; as a result, it accounts for these investments under the equity method of accounting. Equity method investments are included within other long-term assets in the condensed consolidated balance sheets. As of March 31, 2023, the investment in Midnight Theatre and Crafthouse Cocktails amounted to $ 809,722 331,564 Midnight Theatre As of March 31, 2023 and December 31, 2022, the investment in Midnight Theatre amounted to $ 809,722 891,494 81,772 Crafthouse Cocktails As of March 31, 2023 and December 31, 2022, the investment in Crafthouse Cocktails amounted to $ 331,564 361,717 30,153 20,000 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 7 — OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: Schedule of other liabilities March 31, December 31, 2023 2022 Accrued funding under Max Steel production agreement $ 620,000 $ 620,000 Accrued audit, legal and other professional fees 304,713 573,049 Accrued commissions 548,221 702,410 Accrued bonuses 397,254 469,953 Talent liability 3,028,267 3,990,984 Accumulated customer deposits 1,354,507 550,930 Other 732,343 719,510 Other current liabilities $ 6,985,305 $ 7,626,836 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8 — DEBT Total debt of the Company was as follows as of March 31, 2023 and December 31, 2022: Schedule of debt Debt Type March 31, December 31, Convertible notes payable $ 5,850,000 $ 5,050,000 Convertible note payable - fair value option 354,000 343,556 Non-convertible promissory notes 3,555,321 1,368,960 Non-convertible promissory notes – Socialyte 3,000,000 3,000,000 Loans from related party (see Note 9) 1,107,873 1,107,873 Term loan, net of debt issuance costs (see Note 12) 2,765,284 2,867,592 Total debt $ 16,632,478 $ 13,737,981 Less current portion of debt (4,249,553 ) (4,277,697 ) Noncurrent portion of debt $ 12,383,925 $ 9,460,284 The table below details the maturity dates of the principal amounts for the Company’s debt as of March 31, 2023: Schedule of future annual contractual principal payment commitments of debt Debt Type Maturity Date 2023 2024 2025 2026 2027 Thereafter Convertible notes payable Ranging between June 2023 and March 2030 $ — $ 2,200,000 $ 800,000 $ 450,000 $ 2,400,000 $ 500,000 Nonconvertible promissory notes Ranging between June 2023 and December 2023 (1) 840,321 500,000 — — 2,215,000 — Nonconvertible promissory notes - Socialyte Ranging between June and September 2023 3,000,000 — — — — — Term loan November 14, 2027 306,553 408,737 408,737 408,737 1,232,644 — Loans from related party December 2026 — — — 1,107,873 — — $ 4,146,874 $ 3,108,737 $ 1,208,737 $ 1,966,610 $ 5,847,644 $ 500,000 (1) Pursuant to the terms of one of the nonconvertible promissory notes, the Company makes monthly payments of principal and interest. This note matures on December 2023; however, the amounts in the 2023 column represent principal payments to be made during the remainder of 2023. Convertible Notes Payable On January 9, 2023 and January 13, 2023, the Company issued two convertible notes payable in the aggregate amount of $ 800,000 10 2.50 2.00 5,850,000 5,050,000 The Company recorded interest expense related to convertible notes payable of $ 144,556 67,500 137,597 50,833 Convertible Note Payable at Fair Value The Company has one convertible promissory note outstanding with aggregate principal amount of $ 500,000 The Company had a balance of $ 354,000 343,556 The Company recorded a loss in fair value of $ 10,444 287,858 The Company recorded interest expense related to the convertible note payable at fair value of $ 9,863 Nonconvertible Promissory Notes On February 22, 2023, the Company issued an unsecured promissory note in the amount of $ 2,215,000 2,215,000 3,555,321 10 March 2028 As of March 31, 2023 and December 31, 2022, the Company had a balance of $ 840,321 868,960 2,715,000 500,000 The Company recorded interest expense related to these nonconvertible promissory notes of $ 56,585 24,884 34,264 31,659 Nonconvertible unsecured promissory notes - Socialyte Promissory Note As discussed in Note 4, as part of the Socialyte Purchase, the Company entered into the Socialyte Promissory Note amounting to $ 3,000,000 1,500,000 1,500,000 Credit and Security Agreement In connection with the Socialyte Acquisition discussed in Note 4, Socialyte, with MidCo entered into a Credit and Security Agreement with BankProv (“Credit Agreement”), which includes a $ 3,000,000 0.5 5,000 875 The Credit Agreement contains financial covenants that require the Socialyte to maintain: (1) a quarterly minimum debt service ratio of 1.25:1.00; (2) a quarterly senior funded debt to EBITDA (as defined in the Credit Agreement) not to exceed 3.00:1.00 and (3) quarterly total funded debt to EBITDA (as defined in the Credit Agreement) not to exceed 5.00:1.00, as well as the Company to maintain a minimum liquidity of $ 1,500,000 Term Loan The Term Loan has a term of five years, with a maturity date of November 14, 2027. The Company shall repay the Term Loan through 60 consecutive monthly payments of principal (based upon a straight-line amortization period of 84 months, based on the principal amount outstanding, plus interest at an annual rate of 7.37%, commencing on December 14, 2022, and continuing on the corresponding day of each month thereafter until it is paid in full. Any remaining unpaid principal balance, including accrued and unpaid interest and fees, if any) shall be due and payable in full on November 14, 2027, its maturity date. Interest is calculated on the basis of actual days elapsed and a three hundred sixty (360) day year. Interest on the Term Loan shall be payable on a monthly basis. Interest shall be computed on the basis of a three hundred sixty (360) day year, for the actual number of days elapsed. Default interest shall be charged in accordance with the terms of the Term Loan. During the three months ended March 31, 2023, the Company made a payment of $ 161,204 54,061 2,765,284 Revolver There is no amount drawn on the Revolver as of March 31, 2023 and no amounts were drawn during the three months ended March 31, 2023. When drawn, the outstanding principal balance of the revolver shall accrue interest from the date of the draw of the greater of (i) 5.50 0.75 |
LOANS FROM RELATED PARTY
LOANS FROM RELATED PARTY | 3 Months Ended |
Mar. 31, 2023 | |
Loans From Related Party | |
LOANS FROM RELATED PARTY | NOTE 9 — LOANS FROM RELATED PARTY The Company issued Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”), a promissory note (the “DE LLC Note”) which matures on December 31, 2026. As of both March 31, 2023 and December 31, 2022, the Company had a principal balance of $ 1,107,873 193,953 166,637 The Company recorded interest expense of $ 27,317 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company’s non-financial assets measured at fair value on a nonrecurring basis include goodwill and intangible assets. The determination of our intangible fair values includes several assumptions and inputs (Level 3) that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. All other financial assets and liabilities are carried at amortized cost. The Company’s cash balances are representative of their fair values, as these balances are comprised of deposits available on demand. The carrying amounts of accounts receivable, notes receivable, prepaid and other current assets, accounts payable and other non-current liabilities approximate their fair values because of the short turnover of these instruments. Financial Disclosures about Fair Value of Financial Instruments The tables below set forth information related to the Company’s consolidated financial instruments: Schedule of consolidated financial instruments Level in March 31, 2023 December 31, 2022 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 7,858,570 $ 7,858,570 $ 6,069,889 $ 6,069,889 Restricted cash 1 1,127,960 1,127,960 1,127,960 1,127,960 Liabilities: Convertible notes payable 3 $ 5,850,000 $ 5,489,000 $ 5,050,000 $ 4,865,000 Convertible note payable at fair value 3 354,000 354,000 343,556 343,556 Warrant liability 3 15,000 15,000 15,000 15,000 Contingent consideration 3 754,306 754,306 738,821 738,821 Convertible notes payable As of March 31, 2023, the Company has eleven outstanding convertible notes payable with aggregate principal amount of $ 5,850,000 Schedule of convertible notes payable March 31, 2023 December 31, 2022 Level Carrying Amount Fair Value Carrying Amount Fair Value 10% convertible notes due in October 2024 3 $ 800,000 $ 800,000 $ 800,000 $ 817,000 10% convertible notes due in November 2024 3 500,000 503,000 500,000 $ 513,000 10% convertible notes due in December 2024 3 900,000 896,000 900,000 $ 912,000 10% convertible notes due in January 2025 3 800,000 798,000 — $ — 10% convertible notes due in November 2026 3 300,000 274,000 300,000 $ 285,000 10% convertible notes due in December 2026 3 150,000 137,000 150,000 $ 143,000 10% convertible notes due in August 2027 3 2,000,000 1,740,000 2,000,000 $ 1,834,000 10% convertible notes due in September 2027 3 400,000 341,000 400,000 $ 361,000 $ 5,850,000 $ 5,489,000 $ 5,050,000 $ 4,865,000 The estimated fair value of the convertible notes was computed using a Monte Carlo Simulation, using the following assumptions: Schedule of estimated fair value Fair Value Assumption – Convertible Debt March 31, 2023 December 31, 2022 Stock Price $ 1.81 $ 1.81 Minimum Conversion Price $ 2.00 2.50 $ 2.00 2.50 Annual Asset Volatility Estimate 100 % 100 % Risk Free Discount Rate (based on U.S. government treasury obligation with a term similar to that of the convertible note) 3.65 4.34 % 4.02 4.49 % Fair Value Option (“FVO”) Election – Convertible note payable and freestanding warrants Convertible note payable, at fair value As of March 31, 2023, the Company has one outstanding convertible note payable with a face value of $ 500,000 The March 4th Note is measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2022 to March 31, 2023: Schedule of fair value categorized within level 3 March 4th Note Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 343,556 Loss on change in fair value reported in the condensed consolidated statements of operations 10,444 Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2023 $ 354,000 The estimated fair value of the March 4th Note as of March 31, 2023 and December 31, 2022, was computed using a Black-Scholes simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: Schedule of estimated fair value March 31, 2023 December 31, 2022 Face value principal payable $ 500,000 $ 500,000 Original conversion price $ 3.91 $ 3.91 Value of Common Stock $ 1.81 $ 1.81 Expected term (years) 6.93 7.18 Volatility 100 % 100 % Risk free rate 3.55 % 3.96 % Warrants In connection with the March 4th Note, the Company issued the Series I Warrants. The Series I Warrants are measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2022 to March 31, 2023: Schedule of fair value categorized within level 3 Fair Value: Series I Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 15,000 (Gain)/Loss on change of fair value reported in the condensed consolidated statements of operations — Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2023 $ 15,000 The estimated fair value of the Series “I” Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Schedule of estimated fair value Fair Value Assumption - Series “I” Warrants March 31, 2023 December 31, 2022 Exercise Price per share $ 3.91 $ 3.91 Value of Common Stock $ 1.81 $ 1.81 Expected term (years) 2.42 2.67 Volatility 100 % 100 % Dividend yield 0 % 0 % Risk free rate 3.95 % 4.28 % Contingent consideration The Company records the fair value of the contingent consideration liability in the consolidated balance sheets under the caption “Contingent consideration” and records changes to the liability against earnings or loss under the caption “Change in fair value of contingent consideration” in the consolidated statements of operations. As of March 31, 2023, the Company had a balance of $ 754,306 For the contingent consideration, which is measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from December 31, 2022 to March 31, 2023: Schedule of reconciliation of the fair values Be Social Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 738,821 Loss on change of fair value reported in the condensed consolidated statements of operations 15,485 Ending fair value balance reported in the condensed consolidated balance sheet at March 31, 2023 $ 754,306 Subsequent to March 31, 2023, the Company settled the contingent consideration liability related to Be Social through payment of $ 500,000 148,687 270,610 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 — STOCKHOLDERS’ EQUITY 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 which Lincoln Park agreed to purchase from the Company up to $ 25,000,000 51,827 37,019 During the three months ended March 31, 2022, excluding the 2021 LP commitment shares disclosed, the Company sold 585,000 3.47 5.15 2,515,350 The LP 2021 Purchase Agreement was terminated effective August 12, 2022. 2022 Lincoln Park Transaction On August 10, 2022, the Company entered into a new purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $ 25,000,000 The Company may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 50,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 75,000 shares if the closing price is not below $7.50 and up to 100,000 shares if the closing price is not below $10.00, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $2,000,000. Pursuant to the terms of the LP 2022 Purchase Agreement, at the time the Company signed the LP 2022 Purchase Agreement and the LP 2022 Registration Rights Agreement, the Company issued 57,313 During the three months ended March 31, 2023, the Company sold 250,000 1.88 2.27 529,450 300,000 1.65 1.81 521,550 The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of Common Stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has insignificant value as of March 31, 2023. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 12 — SHARE-BASED COMPENSATION Shares issued related to employment agreements Pursuant to the employment agreement between the Company and Mr. Anthony Francisco, he is entitled to receive share awards amounting to $ 25,000 100,000 6,366 2.24 During the three months ended March 31, 2023, the Company paid the salary of certain employees at one if its subsidiaries in fully vested shares of the Company’s stock. The Company issued 30,306 60,382 |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Loss per share: | |
LOSS PER SHARE | NOTE 13 — 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 Three months ended March 31, 2023 2022 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (2,969,320 ) $ (1,717,832 ) Change in fair value of warrants — (60,000 ) Change in fair value of convertible note payable — (287,858 ) Interest expense — 9,863 Numerator for diluted loss per share $ (2,969,320 ) $ (2,055,827 ) Denominator Denominator for basic EPS - weighted-average shares 12,640,285 8,713,700 Effect of dilutive securities: Warrants — 4,990 Convertible notes payable — 127,877 Denominator for diluted EPS 12,640,285 8,846,567 Basic loss per share $ (0.23 ) $ (0.20 ) Diluted loss per share $ (0.23 ) $ (0.23 ) Basic earnings (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 (loss) earnings per share assume that any dilutive equity instruments, such as convertible notes payable and warrants were exercised and outstanding Common Stock adjusted accordingly, if their effect is dilutive. One of the Company’s convertible notes payable, the warrants and the Series C Preferred Stock have clauses that entitle the holder to participate if dividends are declared to the Common Stockholders as if the instruments had been converted into shares of Common Stock. As such, the Company uses the two-class method to compute earnings per share and attribute a portion of the Company’s net income to these participating securities. These securities do not contractually participate in losses. For the three months ended March 31, 2023 and 2022, the Company had a net loss and as such the two-class method is not presented. For the three months ended March 31, 2023 potentially dilutive instruments including 2,883,114 20,000 556,622 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 — 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 March 31, 2023 and December 31, 2022, the Company had accrued $ 2,625,000 1,442,813 1,578,088 64,726 200,000 The Company entered into the DE LLC Note with an entity wholly owned by our CEO. See Note 9 for further discussion. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 15 — 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, B/HI and Socialyte. 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 Loss from operations on the Company’s consolidated statements of operations for the three months ended March 31, 2023 and 2022. 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 the Annual Report on Form 10-K for the year ended December 31, 2022. In connection with the acquisitions of 42West, The Door, Viewpoint, Shore Fire, Be Social, B/HI and Socialyte, the Company assigned $ 9,378,496 9,301,504 29,314,083 Schedule of revenue and assets by segment Three Months Ended 2023 2022 Revenue: EPM $ 9,891,421 $ 9,177,215 CPD — — Total $ 9,891,421 $ 9,177,215 Segment operating income (loss): EPM $ (1,096,263 ) $ (64,210 ) CPD (1,469,737 ) (1,824,850 ) Total operating loss (2,566,000 ) (1,889,060 ) Interest expense (355,870 ) (149,406 ) Other income (loss), net 91,573 (347,858 ) Loss before income taxes and equity in losses of unconsolidated affiliates $ (2,830,297 ) $ (1,690,608 ) As of As of Total assets: EPM $ 66,028,440 $ 68,678,335 CPD 7,960,358 6,698,497 Total $ 73,988,798 $ 75,376,832 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
LEASES | NOTE 16 — LEASES Schedule of right of use asset or lease liability calculations As of As of Assets Right-of-use asset $ 6,845,888 $ 7,341,045 Liabilities Current Lease liability $ 2,024,130 $ 2,073,547 Noncurrent Lease liability $ 5,535,423 $ 6,012,049 Total lease liability $ 7,559,553 $ 8,085,596 The table below shows the lease expenses recorded in the consolidated statements of operations incurred during the three months ended March 31, 2023 and 2022. Schedule of lease income and expenses Three Months Ended March 31, Lease costs Classification 2023 2022 Operating lease costs Selling, general and administrative expenses $ 706,141 $ 576,538 Sublease income Selling, general and administrative expenses (107,270 ) (45,415 ) Net lease costs $ 598,871 $ 531,123 Lease Payments For the three months ended March 31, 2023 and 2022, the Company made payments in cash related to its operating leases in the amounts of $ 696,556 531,777 Future minimum lease payments for operating leases for the remainder of 2023 and thereafter, were as follows: Schedule of future minimum payments under operating lease agreements 2023 $ 1,947,904 2024 2,531,307 2025 1,979,589 2026 1,782,057 2027 719,794 Thereafter — Total lease payments $ 8,960,651 Less: Imputed interest (1,401,098 ) Present value of lease liabilities $ 7,559,553 As of March 31, 2023, the Company’s weighted average remaining lease term on its operating leases is 3.30 8.69 |
COLLABORATIVE ARRANGEMENT
COLLABORATIVE ARRANGEMENT | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATIVE ARRANGEMENT | NOTE 17 — COLLABORATIVE ARRANGEMENT IMAX Co-Production Agreement On June 24, 2022, the Company entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy, called The Blue Angels (“Blue Angels Agreement”). IMAX and Dolphin have each agreed to fund 50% of the production budget. The Company has previously paid $ 1,500,000 500,000 3.5 As production of the documentary motion picture is not complete, no income or expense has been recorded in connection with the Blue Angels Agreement during the three months ended March 31, 2023. We have evaluated the Blue Angels Agreement and have determined that it is a collaborative arrangement under FASB ASC Topic 808 “Collaborative Arrangements”. We will reevaluate whether an arrangement qualifies or continues to qualify as a collaborative arrangement whenever there is a change in either the roles of the participants or the participants’ exposure to significant risks and rewards, dependent upon the ultimate commercial success of documentary motion picture. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 — COMMITMENTS AND CONTINGENCIES Litigation The Company may be subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. The Company is not aware of any pending litigation as of the date of this report and, therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows. IMAX Co-Production Agreement As discussed in Note 17, on June 24, 2022, the Company entered into the Blue Angels Agreement with IMAX. Under the terms of this agreement, the Company has funded $ 1,500,000 500,000 |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (“Dolphin Films”), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, 42West, The Door, Viewpoint, Shore Fire, Be Social, B/HI and Socialyte. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the estimates in the fair value of acquisitions, estimates in assumptions used to calculate the fair value of certain liabilities and impairment assessments for investment in capitalized production costs, goodwill and long-lived assets. Actual results could differ materially from such estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted In June 2016, the FASB issued new guidance on measurement of credit losses (ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”) with subsequent amendments issued in November 2018 (ASU 2018-19) and April 2019 (ASU 2019-04). This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. The Company adopted this guidance effective January 1, 2023 and the adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Schedule of revenue by major customers by reporting segments | Schedule of revenue by major customers by reporting segments Three Months Ended March 31, 2023 2022 Entertainment publicity and marketing $ 9,891,421 $ 9,177,125 Content production — — Total Revenues $ 9,891,421 $ 9,177,125 |
Schedule of contract asset and liability | Schedule of contract asset and liability Contract Balance as of December 31, 2022 $ 1,641,459 Balance as of March 31, 2023 2,093,280 Change $ 451,829 |
Schedule of contract liability | Schedule of contract liability Three Months Ended March 31, 2023 2022 Amounts included in the beginning of year contract liability balance $ 689,017 $ 314,937 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 13,350,000 $ 6,218,172 $ 7,131,828 $ 13,350,000 $ 5,842,498 $ 7,507,502 Trademarks and trade names 4,640,000 2,408,332 2,231,668 4,640,000 2,283,166 2,356,834 Non-compete agreements 690,000 675,000 15,000 690,000 670,000 20,000 $ 18,680,000 $ 9,301,504 $ 9,378,496 $ 18,680,000 $ 8,795,664 $ 9,884,336 |
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 2023 $ 1,510,071 2024 1,701,993 2025 1,597,789 2026 1,465,978 2027 854,992 Thereafter 2,247,673 Total $ 9,378,496 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of consideration transferred | Schedule of consideration transferred Closing Common Stock (Consideration) $ 4,133,009 Common Stock issued at Closing as working capital adjustment 2,103,668 Cash consideration paid at closing 5,053,827 Cash consideration paid subsequent to closing (Unsecured Promissory Note issued to Seller) 3,000,000 Fair value of the consideration transferred $ 14,290,504 |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed November 14, 2022 Cash $ 314,752 Accounts receivable 2,758,265 Accrued revenue 1,040,902 Property, equipment and leasehold improvements 30,826 Prepaid expenses 351,253 Intangibles 5,210,000 Total identifiable assets acquired 9,705,998 Accounts payable (3,043,871 ) Accrued expenses and other current liabilities (1,397,292 ) Deferred revenue (1,173,394 ) Total liabilities assumed (5,614,557 ) Net identifiable assets acquired 4,091,441 Goodwill 10,199,063 Fair value of the consideration transferred $ 14,290,504 |
Schedule of proforma results of operations | Schedule of proforma results of operations Three Months Ended Revenues $ 10,504,144 Net loss $ 1,378,234 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of other liabilities | Schedule of other liabilities March 31, December 31, 2023 2022 Accrued funding under Max Steel production agreement $ 620,000 $ 620,000 Accrued audit, legal and other professional fees 304,713 573,049 Accrued commissions 548,221 702,410 Accrued bonuses 397,254 469,953 Talent liability 3,028,267 3,990,984 Accumulated customer deposits 1,354,507 550,930 Other 732,343 719,510 Other current liabilities $ 6,985,305 $ 7,626,836 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt Debt Type March 31, December 31, Convertible notes payable $ 5,850,000 $ 5,050,000 Convertible note payable - fair value option 354,000 343,556 Non-convertible promissory notes 3,555,321 1,368,960 Non-convertible promissory notes – Socialyte 3,000,000 3,000,000 Loans from related party (see Note 9) 1,107,873 1,107,873 Term loan, net of debt issuance costs (see Note 12) 2,765,284 2,867,592 Total debt $ 16,632,478 $ 13,737,981 Less current portion of debt (4,249,553 ) (4,277,697 ) Noncurrent portion of debt $ 12,383,925 $ 9,460,284 |
Schedule of future annual contractual principal payment commitments of debt | Schedule of future annual contractual principal payment commitments of debt Debt Type Maturity Date 2023 2024 2025 2026 2027 Thereafter Convertible notes payable Ranging between June 2023 and March 2030 $ — $ 2,200,000 $ 800,000 $ 450,000 $ 2,400,000 $ 500,000 Nonconvertible promissory notes Ranging between June 2023 and December 2023 (1) 840,321 500,000 — — 2,215,000 — Nonconvertible promissory notes - Socialyte Ranging between June and September 2023 3,000,000 — — — — — Term loan November 14, 2027 306,553 408,737 408,737 408,737 1,232,644 — Loans from related party December 2026 — — — 1,107,873 — — $ 4,146,874 $ 3,108,737 $ 1,208,737 $ 1,966,610 $ 5,847,644 $ 500,000 (1) Pursuant to the terms of one of the nonconvertible promissory notes, the Company makes monthly payments of principal and interest. This note matures on December 2023; however, the amounts in the 2023 column represent principal payments to be made during the remainder of 2023. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of consolidated financial instruments | Schedule of consolidated financial instruments Level in March 31, 2023 December 31, 2022 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 7,858,570 $ 7,858,570 $ 6,069,889 $ 6,069,889 Restricted cash 1 1,127,960 1,127,960 1,127,960 1,127,960 Liabilities: Convertible notes payable 3 $ 5,850,000 $ 5,489,000 $ 5,050,000 $ 4,865,000 Convertible note payable at fair value 3 354,000 354,000 343,556 343,556 Warrant liability 3 15,000 15,000 15,000 15,000 Contingent consideration 3 754,306 754,306 738,821 738,821 |
Schedule of convertible notes payable | Schedule of convertible notes payable March 31, 2023 December 31, 2022 Level Carrying Amount Fair Value Carrying Amount Fair Value 10% convertible notes due in October 2024 3 $ 800,000 $ 800,000 $ 800,000 $ 817,000 10% convertible notes due in November 2024 3 500,000 503,000 500,000 $ 513,000 10% convertible notes due in December 2024 3 900,000 896,000 900,000 $ 912,000 10% convertible notes due in January 2025 3 800,000 798,000 — $ — 10% convertible notes due in November 2026 3 300,000 274,000 300,000 $ 285,000 10% convertible notes due in December 2026 3 150,000 137,000 150,000 $ 143,000 10% convertible notes due in August 2027 3 2,000,000 1,740,000 2,000,000 $ 1,834,000 10% convertible notes due in September 2027 3 400,000 341,000 400,000 $ 361,000 $ 5,850,000 $ 5,489,000 $ 5,050,000 $ 4,865,000 |
Schedule of estimated fair value | Schedule of estimated fair value Fair Value Assumption – Convertible Debt March 31, 2023 December 31, 2022 Stock Price $ 1.81 $ 1.81 Minimum Conversion Price $ 2.00 2.50 $ 2.00 2.50 Annual Asset Volatility Estimate 100 % 100 % Risk Free Discount Rate (based on U.S. government treasury obligation with a term similar to that of the convertible note) 3.65 4.34 % 4.02 4.49 % |
Schedule of fair value categorized within level 3 | Schedule of fair value categorized within level 3 March 4th Note Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 343,556 Loss on change in fair value reported in the condensed consolidated statements of operations 10,444 Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2023 $ 354,000 |
Schedule of reconciliation of the fair values | Schedule of reconciliation of the fair values Be Social Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 738,821 Loss on change of fair value reported in the condensed consolidated statements of operations 15,485 Ending fair value balance reported in the condensed consolidated balance sheet at March 31, 2023 $ 754,306 |
Convertible Debt [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of estimated fair value | Schedule of estimated fair value March 31, 2023 December 31, 2022 Face value principal payable $ 500,000 $ 500,000 Original conversion price $ 3.91 $ 3.91 Value of Common Stock $ 1.81 $ 1.81 Expected term (years) 6.93 7.18 Volatility 100 % 100 % Risk free rate 3.55 % 3.96 % |
Series I Warrant [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of estimated fair value | Schedule of estimated fair value Fair Value Assumption - Series “I” Warrants March 31, 2023 December 31, 2022 Exercise Price per share $ 3.91 $ 3.91 Value of Common Stock $ 1.81 $ 1.81 Expected term (years) 2.42 2.67 Volatility 100 % 100 % Dividend yield 0 % 0 % Risk free rate 3.95 % 4.28 % |
Schedule of fair value categorized within level 3 | Schedule of fair value categorized within level 3 Fair Value: Series I Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2022 $ 15,000 (Gain)/Loss on change of fair value reported in the condensed consolidated statements of operations — Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2023 $ 15,000 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loss per share: | |
Schedule of basic and diluted income (loss) per share | Schedule of basic and diluted income (loss) per share Three months ended March 31, 2023 2022 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (2,969,320 ) $ (1,717,832 ) Change in fair value of warrants — (60,000 ) Change in fair value of convertible note payable — (287,858 ) Interest expense — 9,863 Numerator for diluted loss per share $ (2,969,320 ) $ (2,055,827 ) Denominator Denominator for basic EPS - weighted-average shares 12,640,285 8,713,700 Effect of dilutive securities: Warrants — 4,990 Convertible notes payable — 127,877 Denominator for diluted EPS 12,640,285 8,846,567 Basic loss per share $ (0.23 ) $ (0.20 ) Diluted loss per share $ (0.23 ) $ (0.23 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of revenue and assets by segment | Schedule of revenue and assets by segment Three Months Ended 2023 2022 Revenue: EPM $ 9,891,421 $ 9,177,215 CPD — — Total $ 9,891,421 $ 9,177,215 Segment operating income (loss): EPM $ (1,096,263 ) $ (64,210 ) CPD (1,469,737 ) (1,824,850 ) Total operating loss (2,566,000 ) (1,889,060 ) Interest expense (355,870 ) (149,406 ) Other income (loss), net 91,573 (347,858 ) Loss before income taxes and equity in losses of unconsolidated affiliates $ (2,830,297 ) $ (1,690,608 ) As of As of Total assets: EPM $ 66,028,440 $ 68,678,335 CPD 7,960,358 6,698,497 Total $ 73,988,798 $ 75,376,832 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of right of use asset or lease liability calculations | Schedule of right of use asset or lease liability calculations As of As of Assets Right-of-use asset $ 6,845,888 $ 7,341,045 Liabilities Current Lease liability $ 2,024,130 $ 2,073,547 Noncurrent Lease liability $ 5,535,423 $ 6,012,049 Total lease liability $ 7,559,553 $ 8,085,596 |
Schedule of lease income and expenses | Schedule of lease income and expenses Three Months Ended March 31, Lease costs Classification 2023 2022 Operating lease costs Selling, general and administrative expenses $ 706,141 $ 576,538 Sublease income Selling, general and administrative expenses (107,270 ) (45,415 ) Net lease costs $ 598,871 $ 531,123 |
Schedule of future minimum payments under operating lease agreements | Schedule of future minimum payments under operating lease agreements 2023 $ 1,947,904 2024 2,531,307 2025 1,979,589 2026 1,782,057 2027 719,794 Thereafter — Total lease payments $ 8,960,651 Less: Imputed interest (1,401,098 ) Present value of lease liabilities $ 7,559,553 |
REVENUE (Schedule of revenue by
REVENUE (Schedule of revenue by segment) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total Revenues | $ 9,891,421 | $ 9,177,125 |
Entertainment Publicity And Marketing [Member] | ||
Total Revenues | 9,891,421 | 9,177,125 |
Content Productions [Member] | ||
Total Revenues |
REVENUE (Schedule of contract a
REVENUE (Schedule of contract asset and liability) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue | ||
Contract liability | $ 2,093,280 | $ 1,641,459 |
Changes in contracts liability | $ 451,829 |
REVENUE (Schedule of contract l
REVENUE (Schedule of contract liability) (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Amounts included in the beginning of year contract liability balance | $ 689,017 | $ 314,937 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,680,000 | $ 18,680,000 |
Accumulated Amortization | 9,301,504 | 8,795,664 |
Net Carrying Amount | 9,378,496 | 9,884,336 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,350,000 | 13,350,000 |
Accumulated Amortization | 6,218,172 | 5,842,498 |
Net Carrying Amount | 7,131,828 | 7,507,502 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,640,000 | 4,640,000 |
Accumulated Amortization | 2,408,332 | 2,283,166 |
Net Carrying Amount | 2,231,668 | 2,356,834 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 690,000 | 690,000 |
Accumulated Amortization | 675,000 | 670,000 |
Net Carrying Amount | $ 15,000 | $ 20,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of amortization expense related to intangible assets) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,510,071 | |
2024 | 1,701,993 | |
2025 | 1,597,789 | |
2026 | 1,465,978 | |
2027 | 854,992 | |
Thereafter | 2,247,673 | |
Total | $ 9,378,496 | $ 9,884,336 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 29,314,083 | |
Amortization expense | $ 505,840 | $ 341,833 |
ACQUISITIONS (Summary of provis
ACQUISITIONS (Summary of provisional fair value of consideration transferred) (Details) - Socialyte L Lc [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Closing Common Stock (Consideration) | $ 4,133,009 |
Common Stock issued at Closing as working capital adjustment | 2,103,668 |
Cash consideration paid at closing | 5,053,827 |
Cash consideration paid subsequent to closing (Unsecured Promissory Note issued to Seller) | 3,000,000 |
Fair value of the consideration transferred | $ 14,290,504 |
ACQUISITIONS (Schedule of Asset
ACQUISITIONS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 14, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 29,314,083 | $ 29,314,083 | |
Socialyte L Lc [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 314,752 | ||
Accounts receivable | 2,758,265 | ||
Accrued revenue | 1,040,902 | ||
Property, equipment and leasehold improvements | 30,826 | ||
Prepaid expenses | 351,253 | ||
Intangibles | 5,210,000 | ||
Total identifiable assets acquired | 9,705,998 | ||
Accounts payable | (3,043,871) | ||
Accrued expenses and other current liabilities | (1,397,292) | ||
Deferred revenue | (1,173,394) | ||
Total liabilities assumed | (5,614,557) | ||
Net identifiable assets acquired | (4,091,441) | ||
Goodwill | 10,199,063 | ||
Fair value of the consideration transferred | $ 14,290,504 |
ACQUISITIONS (Schedule of Profo
ACQUISITIONS (Schedule of Proforma Results of Operations) (Details) - Socialyte L Lc [Member] | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 10,504,144 |
Net loss | $ 1,378,234 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 14, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Revenue | $ 9,891,421 | $ 9,177,125 | |
Net income loss | $ (2,969,320) | (1,717,832) | |
Weighted average useful life of the intangible assets | 9 years 9 months 18 days | ||
Interest expense term loan | $ 27,317 | 27,317 | |
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 5,060,000 | ||
Trademarks and Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 150,000 | ||
Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Net income loss | |||
Socialyte Seller [Member] | |||
Business Acquisition [Line Items] | |||
Purchase amount | $ 14,290,504 | ||
Working capital adjustment | 2,103,668 | ||
Additional earned | 5,000,000 | ||
Payment to seller | $ 5,053,827 | ||
Number of shares issued | 1,346,257 | ||
Socialyte Seller [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares issued | 685,234 | ||
Secured debt | $ 3,000,000 | ||
Mid Coand Socialyte [Member] | |||
Business Acquisition [Line Items] | |||
Secured debt | $ 3,000,000 | ||
Socialyte L Lc [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | 1,148,237 | ||
Net income loss | 310,679 | ||
Socialyte [Member] | |||
Business Acquisition [Line Items] | |||
Interest expense term loan | $ 81,816 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Notes receivable | $ 4,527,995 | $ 4,426,700 | |
Interest receivable | 419,915 | ||
Midnight Theatre [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes receivable issued | $ 101,295 | $ 44,765 | |
Midnight Theatre [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maturity date | Sep. 30, 2023 |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Loss on equity method investment | $ (111,925) | $ (20,000) | |
Midnight Theatre [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment crafthouse cocktails | 809,722 | ||
Investment in JDDC Elemental LLC | 809,722 | $ 891,494 | |
Loss on equity method investment | 81,772 | ||
Crafthouse Cocktails [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment crafthouse cocktails | 331,564 | $ 361,717 | |
Loss on equity method investment | $ 30,153 | $ 20,000 |
OTHER CURRENT LIABILITIES (Sche
OTHER CURRENT LIABILITIES (Schedule of Other liabilities) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued funding under Max Steel production agreement | $ 620,000 | $ 620,000 |
Accrued audit, legal and other professional fees | 304,713 | 573,049 |
Accrued commissions | 548,221 | 702,410 |
Accrued bonuses | 397,254 | 469,953 |
Talent liability | 3,028,267 | 3,990,984 |
Accumulated customer deposits | 1,354,507 | 550,930 |
Other | 732,343 | 719,510 |
Other current liabilities | $ 6,985,305 | $ 7,626,836 |
DEBT (Schedule of debt) (Detail
DEBT (Schedule of debt) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 5,850,000 | $ 5,050,000 |
Convertible note payable - fair value option | 354,000 | 343,556 |
Non-convertible promissory notes | 3,555,321 | 1,368,960 |
Non-convertible promissory notes – Socialyte | 3,000,000 | 3,000,000 |
Loans from related party (see Note 9) | 1,107,873 | 1,107,873 |
Term loan, net of debt issuance costs (see Note 12) | 2,765,284 | 2,867,592 |
Total debt | 16,632,478 | 13,737,981 |
Less current portion of debt | (4,249,553) | (4,277,697) |
Noncurrent portion of debt | $ 12,383,925 | $ 9,460,284 |
- DEBT (Schedule of Future Annu
- DEBT (Schedule of Future Annual Contractual Principal Payment Commitments of Debt) (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Debt Instrument [Line Items] | ||
2023 | $ 4,146,874 | |
2024 | 3,108,737 | |
2025 | 1,208,737 | |
2026 | 1,966,610 | |
2027 | 5,847,644 | |
Thereafter | $ 500,000 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Ranging between June 2023 and March 2030 | |
2023 | ||
2024 | 2,200,000 | |
2025 | 800,000 | |
2026 | 450,000 | |
2027 | 2,400,000 | |
Thereafter | $ 500,000 | |
Nonconvertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Ranging between June 2023 and December 2023 | |
2023 | $ 840,321 | [1] |
2024 | 500,000 | [1] |
2025 | [1] | |
2026 | [1] | |
2027 | 2,215,000 | [1] |
Thereafter | [1] | |
Nonconvertible Promissory Notes Socialyte [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Ranging between June and September 2023 | |
2023 | $ 3,000,000 | |
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | November 14, 2027 | |
2023 | $ 306,553 | |
2024 | 408,737 | |
2025 | 408,737 | |
2026 | 408,737 | |
2027 | 1,232,644 | |
Thereafter | ||
Loan From Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | December 2026 | |
2023 | ||
2024 | ||
2025 | ||
2026 | 1,107,873 | |
2027 | ||
Thereafter | ||
[1]Pursuant to the terms of one of the nonconvertible promissory notes, the Company makes monthly payments of principal and interest. This note matures on December 2023; however, the amounts in the 2023 column represent principal payments to be made during the remainder of 2023. |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 22, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Debt instrument amount | $ 800,000 | |||||
Interest rate | 10% | |||||
Share price | $ 2 | |||||
Interest paid | $ 54,061 | |||||
Iinterest payments | 137,597 | $ 50,833 | ||||
Change in fair value of convertible notes and derivative liabilities | 10,444 | 287,858 | ||||
Interest expense | 355,870 | 194,173 | ||||
Proceeds from unsecured promissory note | 2,215,000 | |||||
Notes payable, current portion | 3,840,321 | $ 3,868,960 | ||||
Debt discounts recorded as current liabilities | 2,715,000 | 500,000 | ||||
Interest expense | 56,585 | 24,884 | ||||
Interest paid | 34,264 | 31,659 | ||||
Socialyte promissory note amount | 3,000,000 | |||||
Payment of loan | 161,204 | |||||
Debt origination fees | $ 2,765,284 | |||||
Revolver accrue interest | 5.50% | |||||
Accrue interest end | 0.75% | |||||
Security Agreement [Member] | Socialyte [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Secured term note | $ 3,000,000 | |||||
Annual facility fee | 5,000 | |||||
Payment on line of credit | 875 | |||||
Security Agreement [Member] | Socialyte [Member] | Credit [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Secured term note | 500,000 | |||||
Credit Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
minimum liquidity | 1,500,000 | |||||
Forecast [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Socialyte promissory note amount | $ 1,500,000 | $ 1,500,000 | ||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest paid | 144,556 | 67,500 | ||||
Interest expense | 9,863 | $ 9,863 | ||||
Convertible Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument amount | 500,000 | |||||
Noncurrent liabilities | 354,000 | 343,556 | ||||
Notes Payable to Banks [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument amount | $ 3,555,321 | |||||
Unsecured promissory note | $ 2,215,000 | |||||
Proceeds from unsecured promissory note | $ 2,215,000 | |||||
Debt instrument rate | 10% | |||||
Debt instrument maturity date | March 2028 | |||||
Notes payable, current portion | $ 840,321 | 868,960 | ||||
Two Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Conversion price | $ 2.50 | |||||
Convertible Promissory Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt conversion, Principal | $ 5,850,000 | $ 5,050,000 |
LOANS FROM RELATED PARTY (Detai
LOANS FROM RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Pincipal balance | $ 800,000 | ||
Accrued interest amounted | 1,636,766 | $ 1,744,723 | |
Interest expenses related party | 27,317 | $ 27,317 | |
Notes Payable, Other Payables [Member] | |||
Debt Instrument [Line Items] | |||
Pincipal balance | 1,107,873 | ||
Accrued interest amounted | $ 193,953 | $ 166,637 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | $ 2,765,284 | $ 2,867,592 |
Contingent Consideration [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 754,306 | 738,821 |
Fair value | 754,306 | 738,821 |
Convertible Notes Payable [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 5,850,000 | 5,050,000 |
Fair value | 5,489,000 | 4,865,000 |
Convertible Notes Payable At Fair Value [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 354,000 | 343,556 |
Fair value | 354,000 | 343,556 |
Warrantliability [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 15,000 | 15,000 |
Fair value | 15,000 | 15,000 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 7,858,570 | 6,069,889 |
Fair value | 7,858,570 | 6,069,889 |
Restricted Cash [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Carrying amount | 1,127,960 | 1,127,960 |
Fair value | $ 1,127,960 | $ 1,127,960 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Net Carrying Amount | $ 5,850,000 | $ 5,050,000 |
Fair Value Amount | 5,489,000 | 4,865,000 |
October 2024 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 800,000 | 800,000 |
Fair Value Amount | 800,000 | 817,000 |
November 2024 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 500,000 | 500,000 |
Fair Value Amount | 503,000 | 513,000 |
December 2024 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 900,000 | 900,000 |
Fair Value Amount | 896,000 | 912,000 |
January 2025 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 800,000 | |
Fair Value Amount | 798,000 | |
November 2026 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 300,000 | 300,000 |
Fair Value Amount | 274,000 | 285,000 |
December 2026 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 150,000 | 150,000 |
Fair Value Amount | 137,000 | 143,000 |
August 2027 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 2,000,000 | 2,000,000 |
Fair Value Amount | 1,740,000 | 1,834,000 |
September 2027 [Member] | ||
Short-Term Debt [Line Items] | ||
Net Carrying Amount | 400,000 | 400,000 |
Fair Value Amount | $ 341,000 | $ 361,000 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - Monte Carlo Simulation [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock Price | $ 1.81 | $ 1.81 |
Annual asset volatility estimate | 100% | 100% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Minimum conversion price | $ 2 | $ 2 |
Risk free discount rate | 3.65% | 4.02% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Minimum conversion price | $ 2.50 | $ 2.50 |
Risk free discount rate | 4.34% | 4.49% |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 343,556 |
Loss on change in fair value reported in the condensed consolidated statements of operations | 10,444 |
Ending balance | $ 354,000 |
FAIR VALUE MEASUREMENTS (Deta_5
FAIR VALUE MEASUREMENTS (Details 4) - Convertible Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Face value principal payable | $ 500,000 | $ 500,000 |
Original conversion price | $ 3.91 | $ 3.91 |
Value of common stock | $ 1.81 | $ 1.81 |
Expected term (years) | 6 years 11 months 4 days | 7 years 2 months 4 days |
Volatility | 100% | 100% |
Risk free rate | 3.55% | 3.96% |
FAIR VALUE MEASUREMENTS (Deta_6
FAIR VALUE MEASUREMENTS (Details 5) - Series I Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Beginning balance, fair value balance report | $ 15,000 |
(Gain)/Loss on change of fair value reported in the condensed consolidated statements of operations | |
Ending balance, fair value balance report | $ 15,000 |
FAIR VALUE MEASUREMENTS (Deta_7
FAIR VALUE MEASUREMENTS (Details 6) - Series I Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Exercise Price per share | $ 3.91 | $ 3.91 |
Value of Common Stock | $ 1.81 | $ 1.81 |
Expected term | 2 years 5 months 1 day | 2 years 8 months 1 day |
Volatility | 100% | 100% |
Dividend yield | 0% | 0% |
Risk free rate | 3.95% | 4.28% |
FAIR VALUE MEASUREMENTS (Deta_8
FAIR VALUE MEASUREMENTS (Details 7) - Contingent Consideration [Member] - Be Social [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance, fair value balance report | $ 738,821 |
Loss on change of fair value reported in the condensed consolidated statements of operations | 15,485 |
Ending balance, fair value balance report | $ 754,306 |
FAIR VALUE MEASUREMENTS (Deta_9
FAIR VALUE MEASUREMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of convertible note payable | $ 800,000 |
Contingent consideration related to acquisition | 754,306 |
Contingent Consideration [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of convertible note payable | 5,850,000 |
Contingent Consideration [Member] | Be Social [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Settlement of contingent consideration liability | $ 500,000 |
Number of shares issued | shares | 148,687 |
Number of shares issued, value | $ 270,610 |
Contingent Consideration [Member] | B H I [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of convertible note payable | $ 500,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |||
Aug. 10, 2022 | Mar. 07, 2022 | Dec. 29, 2021 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares issued and sold | 300,000 | |||
Proceeds from issuance of common stock | $ 521,550 | |||
Lincoln Park Transaction [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued during period | 25,000,000 | |||
Number of shares issued and sold | 250,000 | |||
Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | $ 1.65 | |||
Minimum [Member] | Lincoln Park Transaction [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | 1.88 | |||
Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | 1.81 | |||
Maximum [Member] | Lincoln Park Transaction [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | $ 2.27 | |||
L P Purchase Agreement 2021 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares available to purchase per agreement, value | $ 25,000,000 | |||
Shares issued during period | 37,019 | 51,827 | ||
Number of shares issued and sold | 585,000 | |||
Proceeds from issuance of common stock | $ 2,515,350 | |||
L P Purchase Agreement 2021 [Member] | Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | $ 3.47 | |||
L P Purchase Agreement 2021 [Member] | Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued price per share | $ 5.15 | |||
L P Purchase Agreement 2022 [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued during period | 57,313 | |||
Proceeds from issuance of common stock | $ 529,450 | |||
Regular Purchase, description | The Company may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 50,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 75,000 shares if the closing price is not below $7.50 and up to 100,000 shares if the closing price is not below $10.00, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $2,000,000. |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 11, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 2 | ||
Number of shares issued, value | $ 59,305 | ||
Employment Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares issued, shares | 30,306 | ||
Number of shares issued, value | $ 60,382 | ||
Mr Anthony Francisco [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Receiving shares amount | 25,000 | ||
Aggregate amount | $ 100,000 | ||
Shares issued | 6,366 | ||
Share price | $ 2.24 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss per share: | ||
Net loss attributable to Dolphin Entertainment stockholders | $ (2,969,320) | $ (1,717,832) |
Change in fair value of warrants | (60,000) | |
Change in fair value of convertible note payable | (287,858) | |
Interest expense | 9,863 | |
Numerator for diluted loss per share | $ (2,969,320) | $ (2,055,827) |
Denominator for basic EPS - weighted-average shares | 12,640,285 | 8,713,700 |
Warrants | 4,990 | |
Convertible notes payable | $ 127,877 | |
Denominator for diluted EPS | 12,640,285 | 8,846,567 |
Basic loss per share | $ (0.23) | $ (0.20) |
Diluted loss per share | $ (0.23) | $ (0.23) |
LOSS PER SHARE (Details Narrati
LOSS PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock issued upon conversion, shares | 2,883,114 | 556,622 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock issued upon conversion, shares | 20,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2012 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Interest Expense, Related Party | $ 64,726 | $ 64,726 | ||
Interest paid related to accrued compensation | 200,000 | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Signing bonus owed to related party per signed agreement | $ 1,000,000 | |||
Base salary | $ 1,625,000 | |||
Interest rate | 10% | |||
Accrued Salaries | 2,625,000 | $ 2,625,000 | ||
Interest Payable | $ 1,442,813 | $ 1,578,088 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | |||
Revenue | $ 9,891,421 | $ 9,177,215 | |
Total operating loss | (2,566,000) | (1,889,060) | |
Interest expense | (355,870) | (149,406) | |
Other income (loss), net | 91,573 | (347,858) | |
Loss before income taxes and equity in losses of unconsolidated affiliates | (2,830,297) | (1,690,608) | |
Total assets | 73,988,798 | $ 75,376,832 | |
E P M [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 9,891,421 | 9,177,215 | |
Total operating loss | (1,096,263) | (64,210) | |
Total assets | 66,028,440 | 68,678,335 | |
C P D [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | |||
Total operating loss | (1,469,737) | $ (1,824,850) | |
Total assets | $ 7,960,358 | $ 6,698,497 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 9,301,504 | $ 8,795,664 |
Forty Second West Door And Viewpoint Shore Media [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Finite-lived Intangible Assets Acquired | 9,378,496 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,301,504 | |
Goodwill, Acquired During Period | $ 29,314,083 |
LEASES (Schedule of Right of Us
LEASES (Schedule of Right of Use Asset or Lease Liability Calculations) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use asset | $ 6,845,888 | $ 7,341,045 |
Current | ||
Lease liability | 2,024,130 | 2,073,547 |
Noncurrent | ||
Lease liability | 5,535,423 | 6,012,049 |
Total lease liability | $ 7,559,553 | $ 8,085,596 |
LEASES (Schedule of Lease Incom
LEASES (Schedule of Lease Income and Expenses) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net lease costs | $ 598,871 | $ 531,123 |
Selling, General and Administrative Expenses [Member] | ||
Operating lease costs | 706,141 | 576,538 |
Sublease income | $ (107,270) | $ (45,415) |
LEASES (Schedule of Maturities
LEASES (Schedule of Maturities of Lease Liabilities) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2023 | $ 1,947,904 | |
2024 | 2,531,307 | |
2025 | 1,979,589 | |
2026 | 1,782,057 | |
2027 | 719,794 | |
Thereafter | ||
Total lease payments | 8,960,651 | |
Less: Imputed interest | (1,401,098) | |
Present value of lease liabilities | $ 7,559,553 | $ 8,085,596 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Operating lease payment | $ 696,556 | $ 531,777 |
Operating lease term | 3 years 3 months 18 days | |
Percentage of annual increase in lease amount | 8.69% |
COLLABORATIVE ARRANGEMENT (Deta
COLLABORATIVE ARRANGEMENT (Details Narrative) | 1 Months Ended |
Jun. 24, 2022 USD ($) | |
Blue Angels Agreement [Member] | |
Offsetting Assets [Line Items] | |
Capitalized production costs | $ 1,500,000 |
Remaining payment made | 500,000 |
I M A X Co Production Agreement [Member] | |
Offsetting Assets [Line Items] | |
Derive from acquisition agreement | $ 3,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended |
Jun. 24, 2022 USD ($) | |
Product Liability Contingency [Line Items] | |
Payment for debt | $ 1,500,000 |
Production Budget [Member] | |
Product Liability Contingency [Line Items] | |
Payment for debt | $ 500,000 |