Form 8-K Dolphin Entertainment, For: May 15

 

 

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, 2018

______________

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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

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Item 2.02

Results of Operations and Financial Condition.

On May 15, 2018, Dolphin Entertainment, Inc., a Florida corporation, issued a press release announcing its financial results for the fiscal quarter ended March 31, 2018.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Dolphin Entertainment, Inc. on May 15, 2018

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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.
	By:	/s/ Mirta A. Negrini
	Name:	Mirta A. Negrini
	Title:	Chief Financial and Operating Officer

Date: May 21, 2018

 

EXHIBIT 99.1

Dolphin Entertainment Q1 2018 Revenue Increases to $5.7 Million, compared to $0.5 million in Q1 2017

NEW YORK and LOS ANGELES, May 15, 2018 /PRNewswire/ -- Dolphin Entertainment (NASDAQ: DLPN), a publicly-traded independent producer of premium feature films and digital content, and parent company of 42West, one of the largest public relations and marketing services firms in the entertainment industry, announces its financial results for the quarter ending March 31, 2018.

Quarterly Highlights

·

Revenue of $5.7 million, up from $0.5 million as compared to the same period in the prior year.

·

42West Revenue of $5.4 million, up from $4.6 million as compared to the same period in the prior year.

·

88.88% of 42West Revenue was from repeat clients (i.e. 42West clients in 2017).

·

Operating loss of $98,924 compared to an operating loss of $871,692 in the same period in the prior year.

·

Net income of $0.8 million, compared to net income of $4.9 million in the same period in the prior year. The March 31, 2017 net income included $6.8 million of changes in fair value of derivative liabilities as compared to $1.3 million included in the March 31, 2018 net income.

·

42West signed many new clients, including the Emmy-nominated star of "Empire," Taraji P. Henson, multi-platinum pop phenomenon Camila Cabello, and comedian and podcaster Marc Maron, along with increased business from existing clients, including Universal Films and one of the largest Internet video streaming services in the world.

Dolphin's CEO, Bill O'Dowd, commented, "Our first quarter has us off to a great start in 2018, with our March 2017 acquisition of 42West really performing for us. Revenue grew substantially, to $5.7 million, compared to half a million in the prior year, with 42West revenue growing to $5.4 million, a 16.34% increase from Q1 2017, which we feel points to, and validates, 42West's market-leading position in the entertainment industry.  To this end, it is worth noting that almost 90% of Q1 42West revenue came from repeat clients, providing a strong base of predictable billings every month."

Mr. O'Dowd continued, "We're also excited about our new clients that we signed in the first quarter, including Taraji P. Henson, Camila Cabello and Marc Maron, among several others. The organic growth of 42West is something we hope to highlight for many quarters and years to come.  Also, as we have noted before, we have a solid pipeline for acquisitions of companies and personnel to complement 42West in public relations and marketing for celebrities and entertainment content. We continue to believe we can close the first of these acquisitions in 2018.  Finally, with respect to our legacy content production business, we remain committed to moving at least one film into production this year, contributing additional revenues from our production division and providing upside optionality in 2019. Between 42West's organic growth, our acquisition pipeline and our feature film production slate, we remain very excited about our business and believe we are well-positioned for meaningful growth in both 2018 and 2019."

Conference Call Information

To participate in this event, dial approximately 5 to 10 minutes before the beginning of the call.
Date, Time: Wednesday, May 16, 2018, at 9 a.m. ET
Toll-free: 877-407-0782
International: 201-689-8567
Live Webcast: http://www.investorcalendar.com/event/29627

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
International: 919.882.2331
Reference ID: 29627

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About Dolphin Entertainment, Inc.

Dolphin Entertainment is a leading independent entertainment marketing and premium content production company. Through our recent acquisition of 42West, we provide expert strategic marketing and publicity services to all of the major film studios, and many of the leading independent distributors and streaming content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers and recording artists. 42West is a recognized global leader in PR services for the entertainment industry and, in December 2017, the New York Observer listed 42West as one of the top four most powerful PR firms of any kind in the United States. Our content production business is a long established independent producer, committed to distributing best-in-class film and digital entertainment primarily aimed at family and young adult markets.  The strategic acquisition of 42West brings together industry-leading marketing services with our legacy content production business, creating significant opportunities to serve our respective constituents more strategically and to grow and diversify our revenue streams.

Investor Contact:

James Carbonara 
Partner, Hayden IR 
[email protected] 
+ 1 646 755 7412

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DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

		As of March 31, 2018				As of December 31, 2017
ASSETS
Current
Cash and cash equivalents		$	4,538,122			$	5,296,873
Accounts receivable, net of allowance for doubtful accounts of $392,530 and $366,280, respectively.			3,087,579				3,700,618
Other current assets			525,155				422,118
Total current assets			8,150,856				9,419,609
Capitalized production costs			930,947				1,075,645
Intangible assets, net of accumulated amortization of $1,346,558 and $1,043,255, respectively.			8,203,442				8,506,745
Goodwill			12,778,860				12,778,860
Property, equipment and leasehold improvements			1,063,402				1,110,776
Investments			220,000				220,000
Deposits			445,289				485,508
Total Assets		$	31,792,796			$	33,597,143
LIABILITIES
Current
Accounts payable		$	928,265			$	1,097,006
Other current liabilities			7,466,944				6,487,819
Line of credit			1,700,390				750,000
Put rights			2,675,568				2,446,216
Accrued compensation			2,562,500				2,500,000
Debt			2,948,492				3,987,220
Loan from related party			1,577,873				1,708,874
Deferred revenue			48,449				48,449
Convertible notes payable			800,000				800,000
Notes payable			500,000				300,000
Total current liabilities			21,208,481				20,125,584
Noncurrent
Warrant liability			1,273,514				1,441,831
Put rights			2,466,846				3,779,794
Convertible notes payable			75,000				75,000
Notes payable			400,000				600,000
Deferred tax			187,537				187,537
Other noncurrent liabilities			936,732				1,311,040
Total noncurrent liabilities			5,339,629				7,395,202
Total Liabilities			26,548,110				27,520,786
STOCKHOLDERS' EQUITY
Common stock, $0.015 par value, 200,000,000 shares authorized, 11,229,144 and 10,565,789, respectively, issued and outstanding at March 31, 2018 and December 31, 2017.			168,437				158,487
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, issued and outstanding at March 31, 2018 and December 31, 2017.			1,000				1,000
Additional paid in capital			97,141,970				98,816,550
Accumulated deficit			(92,066,721	)			(92,899,680	)
Total Stockholders' Equity		$	5,244,686			$	6,076,357
Total Liabilities and Stockholders' Equity		$	31,792,796			$	33,597,143

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DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

		For the three months ended
		March 31,
		2018				2017
Revenues:
Entertainment publicity		$	5,455,733			$	-
Production and distribution			329,192				532,866
Total revenues			5,784,925				532,866
Expenses:
Direct costs			571,336				500,526
Selling, general and administrative			1,032,407				187,774
Depreciation and amortization			371,181				4,635
Legal and professional			459,580				375,269
Payroll			3,449,345				336,354
Total expenses			5,883,849				1,404,558
Loss before other expenses			(98,924	)			(871,692	)
Other Income (Expenses):
Acquisition costs			-				(537,708	)
Change in fair value of warrant liability			168,317				6,823,325
Change in fair value of put rights			1,083,596				-
Interest expense			(267,426	)			(452,137	)
Total other income (expense)			984,487				5,833,480
Income before income taxes		$	885,563			$	4,961,788
Income taxes			(52,604	)			-
Net income		$	832,959			$	4,961,788
Income per Share:
Basic		$	0.07			$	0.69
Diluted		$	0.07			$	0.10
Weighted average number of shares used in per share calculation
Basic			12,517,660				7,238,707
Diluted			12,786,065				8,652,809

 

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