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): July 13, 2020
______________
Dolphin Entertainment, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Florida | 001-38331 | 86-0787790 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
150 Alhambra Circle, Suite 1200
Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code)
(305) 774-0407
(Registrants 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))
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, | DLPNW | The Nasdaq Capital Market |
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 ¨ |
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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. ¨
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 July 13, 2020, Dolphin Entertainment, Inc., a Florida corporation (the Company), issued a press release announcing its financial results for the three months ended March 31, 2020. A copy of the Companys 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 |
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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. |
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Date: July 14, 2020 | By: | /s/ Mirta A. Negrini |
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| Name: | Mirta A. Negrini |
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| Title: | Chief Financial and Operating Officer |
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EXHIBIT 99.1
Dolphin Entertainment Reports First Quarter 2020 Results
Company Reports $6.6 million of Revenue and $2.1 million of Net Income
NEW YORK, NY and LOS ANGELES, CA / ACCESSWIRE / July 13, 2020 / Dolphin Entertainment, Inc. (NASDAQ: DLPN), a leading independent entertainment marketing and production company, reports its operating results for the three months ended March 31, 2020.
Highlights
·
Total Q1 revenue and the revenue from the companys core entertainment and publicity segment, increased approximately 5% and 6.0%, respectively, year-over-year, to $6,633,800.
·
Operating loss for the three months ended March 31, 2020 of $870,859, which included non-cash items from depreciation and amortization of $521,003, as compared to operating loss of $825,161 including non-cash items for depreciation and amortization of $481,642 for the same period in the prior year.
·
Net Income for the three months ended March 31, 2020 of $2,073,847, compared to net income of $122,608 for the same period in the prior year.
·
Shore Fire Media's clients won a collective 11 GRAMMY Awards, including seven in various Best Album categories.
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42West was involved in various capacities with 13 films that earned a total of 49 Academy Award nominations and won 9 Oscars.
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The Door and Shore Fire Media participated in a number of star-studded celebrations around the biggest sporting event in the nation, Super Bowl LIV, including the Super Bowl Music Fest headlined by acts such as DJ Khaled, Guns N Roses and Adam Levine.
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Rachel Aberly, Executive Vice President of 42West, won the inaugural "Publicist of the Year" award at the 2020 Publicists Awards.
·
Dolphin Entertainment acquired feature comedy script SISTERS BEFORE MISTERS, and attached Lea Thompson to direct.
·
Furthermore, on June 9, 2020, Dolphin closed on a securities purchase agreement, previously announced on June 5th, 2020, with several institutional investors for the issuance and sale of 7,900,000 shares of its common stock at a price of $1.05 per share, for aggregate gross proceeds of approximately $8.3 million, in a registered direct offering.
About Dolphin Entertainment, Inc.
Dolphin Entertainment is a leading independent entertainment marketing and production company. Through our subsidiaries 42West, The Door and Shore Fire Media, we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the film, television, music and hospitality industries. In December 2019, all three PR firms were ranked among the Observers Power 50 PR Firms in the United States, an unprecedented achievement. Dolphin's 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.
Contact:
James Carbonara
Hayden IR
(646)-755-7412
james@haydenir.com
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 Inc.'s offering of common stock as well as 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 in the risk factors contained in its filings with the Securities and Exchange Commission, 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.
Source: Dolphin Entertainment, Inc.
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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| As of |
| As of |
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ASSETS |
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Current |
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Cash and cash equivalents |
| $ | 1,880,744 |
| $ | 2,196,249 |
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Restricted cash |
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| 714,089 |
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| 714,089 |
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Accounts receivable, net |
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| 3,464,936 |
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| 3,581,155 |
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Other current assets |
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| 540,387 |
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| 372,872 |
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Total current assets |
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| 6,600,156 |
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| 6,864,365 |
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Capitalized production costs, net |
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| 239,277 |
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| 203,036 |
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Right-of-use asset |
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| 7,026,745 |
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| 7,435,903 |
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Intangible assets, net of accumulated amortization of $4,730,706 and $4,299,794, respectively. |
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| 7,930,627 |
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| 8,361,539 |
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Goodwill |
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| 18,072,825 |
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| 17,947,989 |
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Property, equipment and leasehold improvements, net |
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| 957,290 |
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| 1,036,849 |
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Investments |
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| 220,000 |
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| 220,000 |
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Deposits and other assets |
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| 144,632 |
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| 502,045 |
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Total Assets |
| $ | 41,191,552 |
| $ | 42,571,726 |
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LIABILITIES |
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Current |
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Accounts payable |
| $ | 809,620 |
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| $ | 832,089 |
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Other current liabilities |
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| 5,346,321 |
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| 5,373,809 |
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Line of credit |
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| 1,700,390 |
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Term loan |
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| 372,863 |
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Put rights |
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| 2,795,007 |
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| 2,879,403 |
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Accrued compensation |
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| 2,625,000 |
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| 2,625,000 |
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Debt |
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| 3,311,198 |
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Loan from related party |
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| 1,107,873 |
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| 1,107,873 |
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Lease liability |
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| 1,604,264 |
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| 1,610,022 |
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Contract liabilities |
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| 525,712 |
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| 309,880 |
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Convertible notes payable |
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| 1,252,500 |
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| 2,383,610 |
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Convertible notes payable at fair value |
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| 548,100 |
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Notes payable |
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| 290,462 |
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| 288,237 |
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Total current liabilities |
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| 17,277,722 |
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| 22,421,511 |
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Noncurrent |
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Put rights |
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| 124,144 |
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Convertible notes payable |
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| 945,000 |
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| 1,100,000 |
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Convertible notes payable at fair value |
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| 1,214,786 |
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| 629,618 |
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Warrants liability |
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| 471,516 |
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| 189,590 |
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Derivative liability |
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| 15,456 |
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| 170,000 |
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Notes payable |
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| 1,049,270 |
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| 1,074,122 |
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Term loan |
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| 827,527 |
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Contingent consideration |
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| 227,000 |
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| 330,000 |
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Lease liability |
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| 5,976,977 |
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| 6,386,209 |
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Other noncurrent liabilities |
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| 570,000 |
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| 570,000 |
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Total noncurrent liabilities |
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| 11,297,532 |
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| 10,573,683 |
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Total Liabilities |
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| 28,575,254 |
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| 32,995,194 |
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Commitments and contingencies (Note 20) |
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STOCKHOLDERS' EQUITY |
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Common stock, $0.015 par value, 200,000,000 shares authorized, 20,036,906 and 17,892,900, respectively, issued and outstanding at March 31, 2020 and December 31, 2019 |
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| 300,562 |
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| 268,402 |
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Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, issued and outstanding at March 31, 2020 and December 31, 2019 |
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| 1,000 |
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| 1,000 |
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Additional paid in capital |
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| 106,273,738 |
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| 106,465,896 |
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Accumulated deficit |
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| (93,959,002 | ) |
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| (97,158,766 | ) |
Total Stockholders' Equity |
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| 12,616,298 |
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| 9, 576,532 |
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Total Liabilities and Stockholders' Equity |
| $ | 41,191,552 |
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| $ | 42,571,726 |
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DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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| For the three months ended |
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| March 31 |
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| 2020 |
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| 2019 |
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Revenues: |
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Entertainment publicity and marketing |
| $ | 6,633,800 |
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| $ | 6,238,099 |
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Content Production |
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| 78,990 |
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Total revenues |
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| 6,633,800 |
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| 6,317,089 |
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Expenses: |
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Direct costs |
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| 688,977 |
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| 1,187,419 |
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Selling, general and administrative |
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| 1,120,616 |
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| 795,867 |
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Depreciation and amortization |
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| 521,003 |
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| 481,642 |
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Legal and professional |
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| 284,440 |
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| 375,909 |
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Payroll |
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| 4,889,623 |
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| 4,301,413 |
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Total expenses |
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| 7,504,659 |
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| 7,142,250 |
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Loss before other income (expenses) |
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| (870,859 | ) |
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| (825,161 | ) |
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Other income (expenses): |
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Gain (loss) on extinguishment of debt |
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| 3,259,865 |
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| (21,287 | ) |
Loss on deconsolidation of Max Steel VIE |
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| (1,484,591 | ) |
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Change in fair value of put rights |
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| 1,470,740 |
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| 1,527,026 |
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Change in f air value of contingent consideration |
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| 103,000 |
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| (270,000 | ) |
Change in fair value of convertible notes and derivative liabilities |
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| 147,459 |
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Change in fair value of warrants |
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| 72,515 |
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Interest expense and debt amortization |
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| (624,282 | ) |
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| (287,970 | ) |
Total other income, net |
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| 2,944,706 |
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| 947,769 |
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Income before income taxes |
| $ | 2,073,847 |
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| $ | 122,608 |
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Income taxes |
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Net income |
| $ | 2,073,847 |
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| $ | 122,608 |
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Income (Loss) per Share: |
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Basic |
| $ | 0.08 |
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| $ | 0.01 |
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Diluted |
| $ | 0.01 |
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| $ | (0.08 | ) |
Weighted average number of shares used in per share calculation |
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Basic |
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| 20,498,564 |
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| 15,944,443 |
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Diluted |
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| 28,384,982 |
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| 18,690,377 |
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