UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________


FORM 8-K

______________


CURRENT REPORT


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


Date of Report (Date of Earliest Event Reported): May 15, 2019

______________

Dolphin Entertainment, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________


Florida

001-38331

86-0787790

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)


2151 Le Jeune Road, Suite 150-Mezzanine

Coral Gables, FL 33134

(Address of Principal Executive Offices) (Zip Code)


(305) 774-0407

(Registrant’s Telephone Number, Including Area Code)


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

______________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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

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

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

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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨

 


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


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


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.015 par value per share

DLPN

The Nasdaq Capital Market

Warrants to purchase Common Stock,
$0.015 par value per share

DLPNW

The Nasdaq Capital Market

 

 

 




 



Item 2.02

Results of Operations and Financial Condition.


The information contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.02.


Item 7.01

Regulation FD Disclosure.

On May 15, 2019, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 2019. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.


Item 9.01

Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number

 

Description

99.1

 

Press Release dated May 15, 2019








 


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

DOLPHIN ENTERTAINMENT, INC.

 

 

 

 

 

Date:  May 15,  2019

By:  

/s/ Mirta A. Negrini

 

 

Name:

Mirta A. Negrini

 

         

Title:

Chief Financial and Operating Officer

 


















Press Release

 


EXHIBIT 99.1


Dolphin Entertainment Reports Q1 Revenue of $6.3M,
up 9% Year over Year; Entertainment Publicity and
Marketing Revenue of $6.2 Million, up 14% Year over Year,
to its Highest Revenue Level in Company History


NEW YORK, NY and LOS ANGELES, CA / ACCESSWIRE / May 15, 2019 / Dolphin Entertainment (NASDAQ: DLPN), a leading independent entertainment marketing and premium content production company, announces its financial results for the quarter ended March 31, 2019.


Q1 2019 and Recent Highlights


·

Total revenue increased 9% to $6,317,089 from $5,784,925 in the prior year.

·

Entertainment publicity and marketing revenue increased 14% to a record $6,238,099, compared to $5,455,733 in the prior year. 

·

Operating loss of $(825,161), which included direct costs of $(1,187,419) and non-cash items from depreciation and amortization of $(481,642), compared to an operating loss of $(98,924), which included direct costs of $(571,336) and non-cash items from depreciation and amortization of $(371,181), in the prior year.

·

Net income was $122,608, compared to net income of $832,959 in the prior year, of which a substantial portion for both periods is attributable to a change in fair value of put rights.

·

42West and The Door both earned spots on the Observer's prestigious PR Power 50, a widely-respected ranking of the 50 top public relations firms in the nation. 

·

42West represented numerous individuals and served in various capacities with 16 films that collectively earned a total of 47 Oscar nominations and won 8 Academy Awards in 2019.

·

The Door launched a consumer products division and added seasoned executive Nicole Lowe, Managing Director, to lead the new vertical.

·

Viewpoint Creative developed a new brand campaign for Investigation Discovery, America's #1 true crime network.

·

The Door celebrated clients Patrick O'Connell, Kevin Boehm and Rob Katz, who won 2019 James Beard Foundation Awards.


Bill O’Dowd, CEO of Dolphin Entertainment, commented: “2019 is off to a great start, with our record-setting $6.2M of revenue from our core Entertainment Publicity and Marketing segment.”


Mr. O’Dowd continued, “We are managing toward revenue growth in our unique "Super Group" of best-in-class entertainment marketing companies, each of which contributed to our strong first quarter results. 42West had a very successful awards season. The Door launched a consumer products PR division which we are very excited about, and Viewpoint continued its leading work with television networks, developing a beautiful  brand campaign for Investigation Discovery, America's #1 true crime network.”


Mr. O’Dowd concluded, “In terms of continuing organic growth, we are focused on adding clients, cross-selling between subsidiaries and growing average revenue per client, especially with the video creation capabilities brought in through our Viewpoint acquisition. With respect to non-organic growth, we are committed to executing on current M&A opportunities to continue to build our “Super Group” platform, with the goal of housing leading companies across all earned media marketing services to the entertainment and hospitality industries, which will clearly differentiate Dolphin, thereby increasing our value among clients, and resulting in higher revenue and accelerated growth.”




 


Conference Call Information


To participate in this event, dial approximately 5 to 10 minutes before the beginning of the call.
Date, Time: Thursday, May 16, 2019, at 9:00 a.m. ET
Toll-free: 877-407-0782
International: 201-689-8567
Live Webcast: https://www.investornetwork.com/event/presentation/49162


Conference Call Replay Information


The replay will be available beginning approximately 1 hour after the completion of the live event.
Toll-free: 877-481-4010
Reference ID: 49162


About Dolphin Entertainment, Inc.


Dolphin Entertainment is a leading independent entertainment marketing and premium content development company. Through our subsidiaries 42West and The Door, we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment and hospitality industries. The Door and 42West are both recognized global leaders in PR services for their respective industries. Dolphin's recent acquisition of Viewpoint Creative adds full-service creative branding and production capabilities to our marketing group. Dolphin's legacy content production business, founded by Emmy-nominated CEO Bill O'Dowd, has produced multiple feature films and award-winning digital series.


Special Note Regarding Forward-Looking Statements


This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, Dolphin Entertainment's expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by the use of words such as "will," "would," "anticipate," "expect," "believe," "designed," "plan," or "intend," the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, Dolphin Entertainment's actual results may differ materially from the results discussed in its forward-looking statements. Dolphin Entertainment's forward-looking statements contained herein speak only as of the date of this press release. Factors or events Dolphin Entertainment cannot predict, including those described under the caption entitled "Risk Factors" in Dolphin Entertainment's most recent Annual Report on Form 10-K filed with the SEC and under similar headings in its subsequently filed Quarterly Reports on Forms 10-Q and other filings with the SEC, may cause its actual results to differ from those expressed in forward-looking statements. Although Dolphin Entertainment believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved, and Dolphin Entertainment undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.


Contact:


James Carbonara
Hayden IR
(646)-755-7412
james@haydenir.com









 


DOLPHIN ENTERTAINMENT, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


 

 

As of
March 31,
2019

 

 

As of
December 31,
2018

 

ASSETS

  

                      

  

  

                      

  

Current

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,616,981

 

 

$

5,542,272

 

Restricted cash

 

 

732,920

 

 

 

732,368

 

Accounts receivable, net of allowance for doubtful accounts of $246,921 and $283,022, respectively.

 

 

2,703,732

 

 

 

3,173,107

 

Other current assets

 

 

829,661

 

 

 

620,970

 

Total current assets

 

 

7,883,294

 

 

 

10,068,717

 

 

 

 

 

 

 

 

 

 

Capitalized production costs, net

 

 

735,585

 

 

 

724,585

 

Intangible assets, net of accumulated amortization of $3,105,306 and $2,714,785, respectively.

 

 

8,476,027

 

 

 

9,395,215

 

Goodwill

 

 

16,016,901

 

 

 

15,922,601

 

Right-of-use asset

 

 

6,904,563

 

 

 

 

Property, equipment and leasehold improvements, net

 

 

1,111,020

 

 

 

1,182,520

 

Investments

 

 

220,000

 

 

 

220,000

 

Deposits

 

 

495,863

 

 

 

475,956

 

Total Assets

 

$

41,843,253

 

 

$

37,989,594

 


LIABILITIES

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Accounts payable

 

$

701,825

 

 

$

944,232

 

Other current liabilities

 

 

6,056,789

 

 

 

7,238,507

 

Line of credit

 

 

1,700,390

 

 

 

1,700,390

 

Put rights

 

 

4,244,217

 

 

 

4,281,595

 

Accrued compensation

 

 

2,625,000

 

 

 

2,625,000

 

Debt

 

 

2,322,461

 

 

 

2,411,828

 

Loan from related party

 

 

1,107,873

 

 

 

1,107,873

 

Contract liabilities

 

 

619,459

 

 

 

522,620

 

Lease liability

 

 

1,400,257

 

 

 

 

Convertible notes payable, net of debt discount

 

 

1,957,693

 

 

 

625,000

 

Notes payable

 

 

681,887

 

 

 

479,874

 

Total current liabilities

 

 

23,417,851

 

 

 

21,936,919

 

Noncurrent

 

 

 

 

 

 

 

 

Put rights

 

 

915,324

 

 

 

1,702,472

 

Convertible notes payable

 

 

200,000

 

 

 

1,376,924

 

Notes payable

 

 

391,117

 

 

 

612,359

 

Contingent consideration

 

 

820,000

 

 

 

550,000

 

Lease liability

 

 

5,943,870

 

 

 

 

Other noncurrent liabilities

 

 

250,000

 

 

 

1,034,393

 

Total noncurrent liabilities

 

 

8,520,311

 

 

 

5,276,148

 

Total Liabilities

 

 

31,938,162

 

 

 

27,213,067

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 19)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Common stock, $0.015 par value, 200,000,000 shares authorized, 14,427,100 and 14,123,157, respectively, issued and outstanding at March 31, 2019 and December 31, 2018

 

 

216,408

 

 

 

211,849

 

Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, issued and outstanding at March 31, 2019 and December 31, 2018

 

 

1,000

 

 

 

1,000

 

Additional paid in capital

 

 

104,094,249

 

 

 

105,092,852

 

Accumulated deficit

 

 

(94,406,566

)

 

 

(94,529,174

)

Total Stockholders' Equity

 

 

9,905,091

 

 

 

10,776,527

 

Total Liabilities and Stockholders' Equity

 

$

41,843,253

 

 

$

37,989,594

 





 


DOLPHIN ENTERTAINMENT, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

For the three months ended

 

 

 

March 31

 

 

 

2019

 

 

2018

 

Revenues:

  

                      

  

  

                      

  

Entertainment publicity and marketing

 

$

6,238,099

 

 

$

5,455,733

 

Content Production

 

 

78,990

 

 

 

329,192

 

Total revenues

 

 

6,317,089

 

 

 

5,784,925

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Direct costs

 

 

1,187,419

 

 

 

571,336

 

Selling, general and administrative

 

 

795,867

 

 

 

873,945

 

Depreciation and amortization

 

 

481,642

 

 

 

371,181

 

Legal and professional

 

 

375,909

 

 

 

459,580

 

Payroll

 

 

4,301,413

 

 

 

3,607,807

 

Total expenses

 

 

7,142,250

 

 

 

5,883,849

 

Loss before other income (expenses)

 

 

(825,161

)

 

 

(98,924

)

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 Loss on extinguishment of debt

 

 

(21,287

)

 

 

 

Change in fair value of warrant liability

 

 

 

 

 

168,317

 

Change in fair value of put rights

 

 

1,527,026

 

 

 

1,083,596

 

Change in fair value of contingent consideration

 

 

(270,000

)

 

 

 

Interest expense

 

 

(287,970

)

 

 

(267,426

)

Total other income, net

 

 

947,769

 

 

 

984,487

 

Income before income taxes

 

$

122,608

 

 

$

885,563

 

Income taxes

 

 

 

 

 

(52,604

)

Net income

 

$

122,608

 

 

$

832,959

 

 

 

 

 

 

 

 

 

 

Income (Loss) per Share:

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

 

$

0.07

 

Diluted

 

$

(0.08

)

 

$

0.07

 

Weighted average number of shares used in per share calculation

 

 

 

 

 

 

 

 

Basic

 

 

15,944,443

 

 

 

12,517,660

 

Diluted

 

 

18,690,377

 

 

 

12,786,065