Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Dolphin Entertainment, Inc. | |
Entity Central Index Key | 0001282224 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 17,341,466 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Incorporation | FL | |
Entity File Number | 001-38331 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current | ||
Cash and cash equivalents | $ 1,550,799 | $ 5,542,272 |
Restricted cash | 714,016 | 732,368 |
Accounts receivable, net of allowance for doubtful accounts of $311,649 and $283,022, respectively. | 3,023,870 | 3,173,107 |
Other current assets | 576,799 | 620,970 |
Total current assets | 5,865,484 | 10,068,717 |
Capitalized production costs, net | 224,024 | 724,585 |
Intangible assets, net of accumulated amortization of $3,884,448 and $2,714,785, respectively. | 7,696,885 | 9,395,215 |
Goodwill | 15,996,977 | 15,922,601 |
Right-of-use asset | 6,139,776 | |
Property, equipment and leasehold improvements, net | 962,085 | 1,182,520 |
Investments | 220,000 | 220,000 |
Deposits and other assets | 502,399 | 475,956 |
Total Assets | 37,607,630 | 37,989,594 |
Current | ||
Accounts payable | 769,608 | 944,232 |
Other current liabilities | 4,427,469 | 6,296,594 |
Line of credit | 1,700,390 | 1,700,390 |
Put rights | 2,912,246 | 4,281,595 |
Accrued compensation | 2,637,500 | 2,625,000 |
Debt | 3,311,199 | 3,353,741 |
Loan from related party | 1,107,873 | 1,107,873 |
Contract liabilities | 311,484 | 522,620 |
Lease liability | 1,404,938 | |
Convertible notes payable, net of debt discount | 2,721,731 | 625,000 |
Notes payable | 286,068 | 479,874 |
Total current liabilities | 21,590,506 | 21,936,919 |
Noncurrent | ||
Put rights | 365,646 | 1,702,472 |
Convertible notes payable | 1,477,597 | 1,376,924 |
Notes payable | 747,012 | 612,359 |
Contingent consideration | 440,000 | 550,000 |
Lease liability | 5,269,239 | |
Other noncurrent liabilities | 1,034,393 | |
Total noncurrent liabilities | 8,299,494 | 5,276,148 |
Total Liabilities | 29,890,000 | 27,213,067 |
Commitments and contingencies (Note 19) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.015 par value, 200,000,000 shares authorized, 14,641,466 and 14,123,157, respectively, issued and outstanding at September 30, 2019 and December 31, 2018 | 219,624 | 211,849 |
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, issued and outstanding at September 30, 2019 and December 31, 2018 | 1,000 | 1,000 |
Additional paid in capital | 103,146,270 | 105,092,852 |
Accumulated deficit | (95,649,264) | (94,529,174) |
Total Stockholders' Equity | 7,717,630 | 10,776,527 |
Total Liabilities and Stockholders' Equity | $ 37,607,630 | $ 37,989,594 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 311,649 | $ 283,022 |
Intangible assets, net | $ 3,884,448 | $ 2,714,785 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.015 | $ 0.015 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 14,641,466 | 14,123,157 |
Common stock, Outstanding | 14,641,466 | 14,123,157 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, issued shares | 50,000 | 50,000 |
Preferred stock, outstanding shares | 50,000 | 50,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Entertainment publicity and marketing | $ 5,940,440 | $ 5,720,264 | $ 18,464,330 | $ 16,297,466 |
Content production | 7,616 | 86,606 | 427,153 | |
Total revenues | 5,948,056 | 5,720,264 | 18,550,936 | 16,724,619 |
Expenses: | ||||
Direct costs | 1,540,711 | 333,041 | 4,006,806 | 1,199,165 |
Selling, general and administrative | 1,023,757 | 1,111,516 | 2,875,348 | 2,547,621 |
Depreciation and amortization | 485,965 | 599,078 | 1,446,168 | 1,345,421 |
Legal and professional | 353,699 | 601,330 | 1,158,497 | 1,445,818 |
Payroll | 3,956,095 | 3,614,139 | 12,503,528 | 10,755,111 |
Total expenses | 7,360,227 | 6,259,104 | 21,990,347 | 17,293,136 |
Loss before other income (expenses) | (1,412,171) | (538,840) | (3,439,411) | (568,517) |
Other income (expenses): | ||||
Gain (loss) on extinguishment of debt, net | 709,097 | 687,811 | (53,271) | |
Acquisition costs | (182,504) | (217,174) | ||
Change in fair value of put rights | 627,799 | (110,840) | 2,406,175 | 1,305,797 |
Change in fair value of contingent consideration | 20,000 | 470,000 | 110,000 | 470,000 |
Interest expense and debt amortization expense | (295,556) | (277,122) | (884,665) | (810,521) |
Total other income (expenses) | 1,061,340 | (100,466) | 2,319,321 | 694,831 |
(Loss) income before income taxes | (350,831) | (639,306) | (1,120,090) | 126,314 |
Income taxes | 819,451 | 538,831 | ||
Net (loss) income | $ (350,831) | $ 180,145 | $ (1,120,090) | $ 665,145 |
(Loss) income per Share: | ||||
Basic | $ (0.02) | $ 0.01 | $ (0.07) | $ 0.05 |
Diluted | $ (0.05) | $ 0.01 | $ (0.17) | $ (0.04) |
Weighted average number of shares used in per share calculation | ||||
Basic | 16,071,891 | 14,565,766 | 15,995,774 | 13,151,649 |
Diluted | 19,847,935 | 14,565,766 | 20,225,129 | 15,255,445 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (1,120,090) | $ 665,145 |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities: | ||
Depreciation and amortization | 1,446,168 | 1,345,421 |
Amortization of capitalized production costs | 203,560 | |
Impairment of capitalized production costs | 629,585 | |
Amortization of beneficial conversion on debt | 136,791 | 30,769 |
Gain on extinguishment of debt, net | (687,811) | 53,271 |
Bad debt and recovery of account receivable written off, net | (114,241) | 165,129 |
Change in fair value of put rights | (2,406,175) | (1,305,797) |
Change in fair value of contingent consideration | (110,000) | (470,000) |
Change in deferred tax | (570,176) | |
Change in deferred rent | 71,266 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 263,478 | 592,248 |
Other current assets | 44,171 | 86,415 |
Capitalized production costs | (129,024) | (12,500) |
Deposits and other assets | 12,429 | 40,219 |
Contract liability | (211,136) | (3,875) |
Accrued compensation | 12,500 | 125,000 |
Accounts payable | (174,624) | (220,831) |
Lease liability, net | 147,886 | |
Other current liabilities | 323,003 | (596,774) |
Other noncurrent liabilities | (217,717) | (580,078) |
Net Cash (Used in) Operating Activities | (2,154,807) | (381,588) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (56,070) | (70,504) |
Net Cash (Used in) Investing Activities | (56,070) | (70,504) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 6,749,204 | |
Proceeds from line of credit | 1,700,390 | |
Repayment of the line of credit | (750,000) | |
Proceeds from note payable | 1,600,000 | 1,500,000 |
Repayment of notes payable | (59,154) | |
Repayment of debt, net of interest | (85,958) | (1,170,222) |
Sale of common stock and warrants (unit) in Offering | 81,044 | |
Employee shares withheld for taxes | (56,091) | |
Exercise of put rights | (1,890,500) | (3,577,782) |
Repayment to related party | (601,001) | |
Acquisition of Viewpoint | (230,076) | |
Acquisition of 42West | (20,000) | |
Acquisition of The Door | (771,500) | (910,713) |
42West settlement of change of control provision | (361,760) | |
Net Cash (Used in) provided by Financing Activities | (1,798,948) | 2,944,829 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (4,009,825) | 2,492,737 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 6,274,640 | 5,296,873 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | 2,264,815 | 7,789,610 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ||
Interest Paid | 198,140 | 124,683 |
SUPPLEMENTAL DISCLOSURES OF NON CASH FLOW INFORMATION: | ||
Conversion of note payable into shares of common stock | 75,000 | 273,425 |
Issuance of shares of Common Stock related to the acquisitions | 1,000,000 | 2,246,154 |
Liability for contingent consideration for the acquisitions | 440,000 | 1,620,000 |
Put rights exchanged for shares of Common Stock | 412,500 | |
Put rights exchanged for convertible note payable | $ 702,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 1,550,799 | $ 7,112,256 |
Restricted cash | 714,016 | 677,354 |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows | $ 2,264,815 | $ 7,789,610 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 1,000 | $ 158,487 | $ 98,816,550 | $ (92,899,680) | $ 6,076,357 |
Beginning Balance, shares at Dec. 31, 2017 | 50,000 | 10,565,789 | |||
Net income (loss) | 832,958 | 832,958 | |||
Sale of common stock and warrants through an offering pursuant to a Registration Statement on Form S-1 | $ 312 | 80,732 | 81,044 | ||
Sale of common stock and warrants through an offering pursuant to a Registration Statement on Form S-1, shares | 20,750 | ||||
Issuance of shares related to acquisition of 42West | $ 11,410 | (31,410) | (20,000) | ||
Issuance of shares related to acquisition of 42West, shares | 760,694 | ||||
Shares retired for payroll taxes per equity compensation plan | $ (264) | (35,410) | (35,674) | ||
Shares retired for payroll taxes per equity compensation plan, shares | (17,585) | ||||
Shares retired from exercise of puts | $ (1,508) | (1,688,492) | (1,690,000) | ||
Shares retired from exercise of puts, shares | (100,504) | ||||
Ending Balance at Mar. 31, 2018 | $ 1,000 | $ 168,437 | 97,141,970 | (92,066,722) | 5,244,685 |
Ending Balance, shares at Mar. 31, 2018 | 50,000 | 11,229,144 | |||
Beginning Balance at Dec. 31, 2017 | $ 1,000 | $ 158,487 | 98,816,550 | (92,899,680) | 6,076,357 |
Beginning Balance, shares at Dec. 31, 2017 | 50,000 | 10,565,789 | |||
Net income (loss) | 665,145 | ||||
Cumulative effect adoption of ASU 2017-11 at Sep. 30, 2018 | 923,399 | 923,399 | |||
Ending Balance at Sep. 30, 2018 | $ 1,000 | $ 209,003 | 105,003,434 | (90,813,349) | 14,400,088 |
Ending Balance, shares at Sep. 30, 2018 | 50,000 | 13,933,540 | |||
Beginning Balance at Mar. 31, 2018 | $ 1,000 | $ 168,437 | 97,141,970 | (92,066,722) | 5,244,685 |
Beginning Balance, shares at Mar. 31, 2018 | 50,000 | 11,229,144 | |||
Net income (loss) | 170,474 | 170,474 | |||
Issuance of shares related to conversion of note payable | $ 1,279 | 325,416 | 326,695 | ||
Issuance of shares related to conversion of note payable, shares | 85,299 | ||||
Shares retired from exercise of puts | $ (3,356) | (446,644) | (450,000) | ||
Shares retired from exercise of puts, shares | (223,755) | ||||
Ending Balance at Jun. 30, 2018 | $ 1,000 | $ 166,360 | 97,020,742 | (91,896,248) | 5,291,854 |
Ending Balance, shares at Jun. 30, 2018 | 50,000 | 11,090,688 | |||
Net income (loss) | 180,145 | 180,145 | |||
Cumulative effect adoption of ASU 2017-11 at Sep. 30, 2018 | 923,399 | 923,399 | |||
Deemed dividend from change in fair value of instruments with down round feature | 20,645 | (20,645) | |||
Issuance of shares related to acquisition of 42West | $ 2,069 | (2,069) | |||
Issuance of shares related to acquisition of 42West, shares | 137,932 | ||||
Issuance of shares related to acquisition of The Door | $ 4,615 | 2,241,539 | 2,246,154 | ||
Issuance of shares related to acquisition of The Door, shares | 307,692 | ||||
Sale of common stock through an offering pursuant to a Registration Statement on Form S-3 | $ 37,725 | 6,711,479 | 6,749,204 | ||
Sale of common stock through an offering pursuant to a Registration Statement on Form S-3, shares | 2,515,000 | ||||
Beneficial conversion of convertible promissory note | 184,614 | 184,614 | |||
Shares retired from exercise of puts | $ (1,766) | (1,173,516) | (1,175,282) | ||
Shares retired from exercise of puts, shares | (117,772) | ||||
Ending Balance at Sep. 30, 2018 | $ 1,000 | $ 209,003 | 105,003,434 | (90,813,349) | 14,400,088 |
Ending Balance, shares at Sep. 30, 2018 | 50,000 | 13,933,540 | |||
Beginning Balance at Dec. 31, 2018 | $ 1,000 | $ 211,849 | 105,092,852 | (94,529,174) | 10,776,527 |
Beginning Balance, shares at Dec. 31, 2018 | 50,000 | 14,123,157 | |||
Net income (loss) | 122,608 | 122,608 | |||
Issuance of shares related to acquisition of The Door | $ 4,615 | 82,554 | 87,169 | ||
Issuance of shares related to acquisition of The Door, shares | 307,692 | ||||
Issuance of shares related to conversion of note payable | $ 798 | 95,489 | 96,287 | ||
Issuance of shares related to conversion of note payable, shares | 53,191 | ||||
Shares retired from exercise of puts | $ (854) | (1,176,646) | (1,177,500) | ||
Shares retired from exercise of puts, shares | (56,940) | ||||
Ending Balance at Mar. 31, 2019 | $ 1,000 | $ 216,408 | 104,094,249 | (94,406,566) | 9,905,091 |
Ending Balance, shares at Mar. 31, 2019 | 50,000 | 14,427,100 | |||
Beginning Balance at Dec. 31, 2018 | $ 1,000 | $ 211,849 | 105,092,852 | (94,529,174) | 10,776,527 |
Beginning Balance, shares at Dec. 31, 2018 | 50,000 | 14,123,157 | |||
Net income (loss) | (1,120,090) | ||||
Ending Balance at Sep. 30, 2019 | $ 1,000 | $ 219,624 | 103,146,270 | (95,649,264) | 7,717,630 |
Ending Balance, shares at Sep. 30, 2019 | 50,000 | 14,641,466 | |||
Beginning Balance at Mar. 31, 2019 | $ 1,000 | $ 216,408 | 104,094,249 | (94,406,566) | 9,905,091 |
Beginning Balance, shares at Mar. 31, 2019 | 50,000 | 14,427,100 | |||
Net income (loss) | (891,867) | (891,867) | |||
Value of warrants and beneficial conversion of convertible promissory note | 166,887 | 166,887 | |||
Shares retired from exercise of puts | $ (490) | (690,010) | (690,500) | ||
Shares retired from exercise of puts, shares | (32,538) | ||||
Ending Balance at Jun. 30, 2019 | $ 1,000 | $ 215,918 | 103,571,126 | (95,298,433) | 8,489,611 |
Ending Balance, shares at Jun. 30, 2019 | 50,000 | 14,394,562 | |||
Net income (loss) | (350,831) | (350,831) | |||
Shares issued pursuant to Amendment, Waiver and Exchange agreement of August 12, 2019 | $ 5,783 | 410,564 | 416,347 | ||
Shares issued pursuant to Amendment, Waiver and Exchange agreement of August 12, 2019, shares | 385,514 | ||||
Shares retired from exercise of puts | $ (2,077) | (835,420) | (837,497) | ||
Shares retired from exercise of puts, shares | (138,610) | ||||
Ending Balance at Sep. 30, 2019 | $ 1,000 | $ 219,624 | $ 103,146,270 | $ (95,649,264) | $ 7,717,630 |
Ending Balance, shares at Sep. 30, 2019 | 50,000 | 14,641,466 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2019 | |
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) and Viewpoint Computer Animation Incorporated (Viewpoint), the Company provides expert strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers and A-list celebrity talent, including actors, directors, producers, celebrity chefs and recording artists. The Company also provides strategic marketing publicity services and creative brand strategies for prime hotel and restaurant groups. The strategic acquisitions of 42West, The Door and Viewpoint bring together premium marketing services with premium content production, creating significant opportunities to serve respective clients more strategically and to grow and diversify the Companys business. Dolphins content production business is a well-established, leading entertainment producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature film 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), Cybergeddon Productions, LLC, Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC (Max Steel Holdings), Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, 42West, The Door and Viewpoint. The Company enters into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity (VIE). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company has included in its condensed consolidated financial statements the following VIEs: Max Steel Productions, LLC and JB Believe, LLC. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (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 Companys management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The condensed consolidated balance sheet at December 31, 2018 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 Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Reclassifications Reclassifications have been made to our condensed consolidated financial statements for the prior year period to conform to classifications used in 2019. 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 expected revenue and costs for investments in digital and feature film projects, estimates of sales returns and other allowances, provisions for doubtful accounts and impairment assessments for investment in feature film projects, goodwill and intangible assets. Actual results could differ materially from such estimates. Update to Significant Accounting Policies Our significant accounting policies are detailed in "Note 3: Summary of Significant Accounting Policies" within Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2018. Significant changes to our accounting policies as a result of adopting Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Leases In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, which requires all assets and liabilities arising from leases to be recognized in our consolidated balance sheets. The Company adopted this new accounting guidance effective January 1, 2019. In July 2018, the FASB added an optional transition method which the Company elected upon adoption of the new standard. This allowed us to recognize and measure leases existing at January 1, 2019 without restating comparative information. In addition, the Company elected to apply the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. The Company determines if an arrangement is a lease at the lease commencement date. In addition to the Companys lease agreements, we review all material new vendor arrangements for potential embedded lease obligations. The asset balance related to operating leases is presented within right-of-use (ROU) asset on the Companys consolidated balance sheet. The current and noncurrent balances related to operating leases are presented as Lease liability, in their respective classifications, on the Companys consolidated balance sheet. The lease liability is recognized based on the present value of the remaining fixed lease payments discounted using the Companys incremental borrowing rate as of January 1, 2019. The ROU asset is calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date (i.e. prepaid rent) and initial direct costs incurred by Dolphin and excluding any lease incentives received from the lessor. The lease term for purposes of lease accounting may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease. For operating leases, the lease expense is recognized on a straight-line basis over the lease term. The Company accounts for its lease and non-lease components as a single component, and therefore both are included in the calculation of lease liability recognized on the consolidated balance sheets. See Note 18 (Leases) for further discussion. The Company did not adopt any other accounting pronouncement during the three and nine months ended September 30, 2019. Recent Accounting Pronouncements Accounting Guidance Not Yet Adopted In March 2019, the FASB issued new guidance on film production costs ASU 2019-02, (Entertainment Films- Other Assets Film Costs (Subtopic 926-20)). The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and may be adopted early. The new guidance aligns the accounting for the production costs of an episodic series with those of a film by removing the content distinction for capitalization. It also addresses presentation, requires new disclosures for produced and licensed content and addresses cash flow classification for license agreements to better reflect the economics of an episodic series. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. In October 2018, the FASB issued new guidance on consolidation ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and should be applied retrospectively with a cumulative effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The new guidance provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. In August 2018, the FASB issued new guidance on fair value measurement (ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value Measurement) 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. It is applicable to trade accounts receivable. The guidance is effective for fiscal years beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern | |
GOING CONCERN | NOTE 2 GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and contemplate the continuation of the Company as a going concern. The Company had net loss of $350,831 and $1,120,090, respectively for the three and nine months ended September 30, 2019, and had an accumulated deficit of $95,649,264 as of September 30, 2019. As of September 30, 2019, the Company had a working capital deficit of $15,725,022 and therefore does not have adequate capital to fund its obligations as they come due or to maintain or grow its operations. The Company is dependent upon funds from the issuance of debt securities, securities convertible into shares of its common stock, par value $0.015 per share (Common Stock), sales of shares of Common Stock and financial support of certain shareholders. If the Company is unable to obtain funding from these sources within the next 12 months, it could be forced to liquidate. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The condensed consolidated financial statements, of which these notes form a part, do not include any adjustments that might result from the outcome of these uncertainties. In this regard, management currently plans to raise any necessary additional funds through additional issuances of its Common Stock, securities convertible into its Common Stock and/or debt securities, as well as available bank and non-bank financing, or a combination of such financing alternatives. There is no assurance that the Company will be successful in raising additional capital. Any issuance of shares of Common Stock or securities convertible into Common Stock would dilute the equity interests of our existing shareholders, perhaps substantially. The Company currently has the rights to several scripts, including one currently in development for which it intends to obtain financing to produce and release following which it expects to earn a producer and overhead fee. There can be no assurances that such production, together with any other productions, will be commenced or released or that fees will be realized in future periods or at all. The Company is currently exploring opportunities to expand the services currently being offered by 42West, The Door and Viewpoint while reducing expenses of their respective operations through synergies with the Company. There can be no assurance that the Company will be successful in expanding such services or reducing expenses. Under the Companys currently effective shelf registration statement on Form S-3, the Company may sell up to $30,000,000 of equity securities. On October 21, 2019, the Company closed an underwritten public offering and sold 2,700,000 shares of Common Stock at a public offering price of $0.78 per share. See Note 20 (Subsequent Events) for more information. The net proceeds to the Company, after deducting the underwriter discount and offering expenses, were approximately $1.8 million. However, pursuant to applicable SEC rules, the Companys ability to sell securities registered under this shelf registration statement, during any 12-month period, is limited to an amount less than or equal to one-third of the aggregate market value of the its common stock held by non-affiliates; therefore, there is no assurance that the Company will be able to raise additional capital through the issuance and sale of equity securities under this registration statement, irrespective of whether there is market demand for such securities. |
MERGERS AND ACQUISITIONS
MERGERS AND ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
MERGERS AND ACQUISITIONS | NOTE 3 MERGERS AND ACQUISITIONS Viewpoint On October 31, 2018, (the Viewpoint Closing Date) the Company acquired all of the issued and outstanding capital stock of Viewpoint, a Massachusetts corporation (the Viewpoint Purchase), pursuant to a share purchase agreement (the Viewpoint Purchase Agreement), among the Company and the former holders of Viewpoints outstanding capital stock (the Viewpoint Shareholders). Viewpoint is a full-service creative branding and production house that has earned a reputation as one of the top producers of promotional and brand-support videos for a wide variety of leading cable networks, media companies and consumer-product brands. The total consideration payable to the Viewpoint Shareholders in respect of the Viewpoint Purchase comprises the following: (i) $500,000 in shares of Common Stock, based on a price per share of Common Stock of $2.29 and (ii) $1.5 million in cash (as adjusted for certain working capital and closing adjustments and transaction expenses). On the Viewpoint Closing Date, the Company issued to the Viewpoint Shareholders 218,088 shares of Common Stock and paid the Viewpoint Shareholders an aggregate of $750,000 in cash (the Initial Consideration), adjusted for working capital, indebtedness and certain transaction expenses. Pursuant to the Viewpoint Purchase Agreement, the Company paid to the Viewpoint Shareholders an additional $230,076 in cash ($250,000 less a working capital adjustment) on April 30, 2019 and has agreed to pay $250,000 on each of October 31, 2019 and April 30, 2020 for a total of $750,000, less any adjustments for working capital (the Post Closing Consideration and, together with the Initial Consideration, the Viewpoint Purchase Consideration). The Viewpoint Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The Common Stock issued as part of the Initial Consideration has not been registered for resale under the Securities Act of 1933, as amended (the Securities Act). As a condition to the Viewpoint Purchase, two of the Viewpoint Shareholders, Carlo DiPersio and David Shilale have entered into employment agreements with the Company to continue as employees after the closing of the Viewpoint Purchase. Mr. DiPersios employment agreement is through December 31, 2020 and the contract defines base compensation and a bonus structure based on Viewpoint achieving certain financial targets. Mr. Shilales employment agreement is for a period of three years from the Viewpoint Closing Date and the contract defines the base compensation and a commission structure based on Viewpoint achieving certain financial targets. The bonus for Mr. Shilale is determined at the sole discretion of the Companys Board of Directors and management. Neither agreement provides for guaranteed increases to the base salary. The employment agreements contain provisions for termination and as a result of death or disability and entitles the employee to vacations and to participate in all employee benefit plans offered by the Company. The acquisition-date fair value of the consideration transferred totaled $1,960,165, which consisted of the following: Common Stock issued at closing (218,088 shares) $ 427,452 Cash Consideration paid at closing 750,000 Working capital adjustment, net 32,713 Cash Installment paid on April 30, 2019 250,000 Cash Installment to be paid on October 31, 2019 (included in other current liabilities) 250,000 Cash Installment to be paid on April 30, 2020 (included in other current liabilities) 250,000 $ 1,960,165 The Company has engaged an independent third-party valuation expert to determine the fair values of the various forms of consideration transferred. The fair value of the 218,088 shares of Common Stock issued on the Viewpoint Closing Date was determined based on the closing market price of the Common Stock on the Viewpoint Closing Date of $1.96 per share. The following table summarizes the fair values of the assets acquired and liabilities assumed at the Viewpoint Closing Date (as adjusted): Cash $ 206,950 Accounts receivable 503,906 Other current assets 102,411 Property, equipment and leasehold improvements 183,877 Prepaid expenses 32,067 Intangible assets 450,000 Total identifiable assets acquired 1,479,211 Accrued expenses (165,284 ) Accounts payable (77,394 ) Deferred tax liability (182,416 ) Contract liability (190,854 ) Total liabilities assumed (615,948 ) Net identifiable assets acquired 863,263 Goodwill 1,096,902 Net assets acquired $ 1,960,165 Of the calculation of $450,000 of acquired identifiable intangible assets, $220,000 was assigned to customer relationships (5 years useful life) and $100,000 was assigned to the trade name (5-year useful life), that were recognized at fair value on the acquisition date. The customer relationships will be amortized using an accelerated method, and the trade name will be amortized using the straight-line method. In addition, the Company recognized a favorable lease intangible asset from the Companys Massachusetts office lease in the amount of $130,000. The favorable lease intangible asset was amortized using the straight-line method over the remaining lease term of 26 months. On January 1, 2019, the Company adopted ASU 2016-02 and reclassified the favorable lease asset recognized at the date of acquisition to right-of-use asset. The unamortized balance of the favorable lease asset on January 1, 2019 was $120,000. The fair value of accounts receivable acquired is $503,906, with the gross contractual amount being $509,406. The Company expects $5,500 to be uncollectible. The fair values of property and equipment and leasehold improvements of $183,877, and other assets of $102,411, are based on Viewpoints carrying values prior to the acquisition, which approximate their assigned fair values. The $1,096,902 of goodwill was assigned to the entertainment publicity and marketing segment. The goodwill recognized is attributable primarily to expectations of continued successful efforts to obtain new customers, buyer specific synergies and the assembled workforce of Viewpoint. The following table summarizes the original and revised fair values of the assets acquired and liabilities assumed at the acquisition date of October 31, 2018 and the related measurement period adjustments to the fair values: October 31, 2018 Measurement Period Adjustments September 30, Cash $ 206,950 $ $ 206,950 Accounts receivable 503,906 503,906 Other current assets 102,411 102,411 Property, equipment and leasehold improvements 183,877 183,877 Prepaid expenses 32,067 32,067 Intangible assets 450,000 450,000 Total identifiable assets acquired 1,479,211 1,479,211 Accrued expenses (165,284 ) (165,284 ) Accounts payable (77,394 ) (77,394 ) Contract liability (190,854 ) (190,854 ) Deferred tax liability (206,636 ) 24,220 (182,416 ) Total liabilities assumed (640,168 ) 24,220 (615,948 ) Net identifiable assets acquired 839,043 24,220 863,263 Goodwill 1,141,046 (44,144 ) 1,096,902 Net assets acquired $ 1,980,089 $ (19,924 ) $ 1,960,165 The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the Viewpoint Closing Date to estimate the fair value of assets acquired and liabilities assumed. As of October 31, 2018, the Company recorded the identifiable net assets acquired of $839,043 as shown in the table above in its consolidated balance sheet. During the nine months ended September 30, 2019, the Companys measurement period adjustments of $24,220 were made and, accordingly, the Company recognized these adjustments in its September 30, 2019 condensed consolidated balance sheet to reflect the adjusted identifiable net assets acquired of $863,263 as shown in the table above. The Company also made a working capital adjustment of $19,924 that was deducted from the second installment paid to the Viewpoint Shareholders on April 30, 2019. The following is a reconciliation of the initially reported fair value to the adjusted fair value of goodwill: Goodwill originally reported at October 31, 2018 $ 1,141,046 Changes to estimated fair values Deferred tax liability (24,220 ) Working capital adjustment (19,924 ) Adjusted goodwill reported at September 30, 2019 $ 1,096,902 The estimated fair value of the deferred tax liability decreased by $24,220 primarily due to the estimated expected future tax rate applied. The Door On July 5, 2018 (the “Door Closing Date”), the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the former members of The Door (“collectively, the “Door Members”), in respect of its acquisition of The Door. On the Door Closing Date, The Door merged with and into Window Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub surviving the merger and continuing as a wholly owned subsidiary of the Company. Upon consummation of the merger, Merger Sub changed its name to The Door Marketing Group, LLC. The Door is an entertainment public relations agency, offering talent publicity, strategic communications and entertainment content marketing primarily in the hospitality sector. The total consideration payable to the Door Members in respect of the merger comprises the following: (i) $2.0 million in shares of the Common Stock, based on a price per share of Common Stock of $3.25, (ii) $2.0 million in cash (as adjusted for certain working capital and closing adjustments and transaction expenses) and (iii) up to an additional $7.0 million of contingent consideration in a combination of cash and shares of Common Stock upon the achievement of specified financial performance targets over a four-year period as set forth in the Merger Agreement (the Contingent Consideration). On the Door Closing Date, the Company issued to the Door Members 307,692 shares of Common Stock and paid the Door Members an aggregate of $1.0 million in cash (the Initial Consideration). In October of 2018, the Company agreed to advance $274,500 of the second installment due January 3, 2019 to the Door Members so they could meet their tax obligations. Pursuant to the Merger Agreement, on January 3, 2019, the Company paid an aggregate of $725,500 and issued 307,692 shares of Common Stock to the Door Members (the Post-Closing Consideration and, together with the Initial Consideration and the Contingent Consideration, the Merger Consideration). The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The Common Stock issued as Stock Consideration has not been registered for resale under the Securities Act. Each of the Door Members has entered into a four-year employment agreement with The Door, pursuant to which each Member has agreed not to transfer any shares of Common Stock received as consideration for the merger (the Share Consideration) in the first year following the closing date of the merger, no more than 1/3 of such Share Consideration in the second year and no more than an additional 1/3 of such Share Consideration in the third year. On the Door Closing Date, the Company entered into a registration rights agreement with the Door Members (the Registration Rights Agreement), pursuant to which the Door Members are entitled to rights with respect to the registration for resale of the Share Consideration under the Securities Act. All fees, costs and expenses of underwritten registrations under the Registration Rights Agreement will be borne by the Company, other than underwriting discounts and commissions. At any time after July 5, 2019, the Company will be required, upon the request of such Door Members holding at least a majority of the Share Consideration received by the Door Members, to file up to two registration statements on Form S-3 covering up to 25% of the Share Consideration. The acquisition-date fair value of the consideration transferred totaled $5,999,323, which consisted of the following: Common Stock issued on Door Closing Date (307,692 shares) $ 1,123,077 Common Stock issued on January 3, 2019 (307,692 shares) 1,123,077 Cash paid to Members on Door Closing Date 882,695 Members transaction costs paid on Door Closing Date 117,305 Cash paid October 2018 274,500 Cash paid on January 3, 2019 725,500 Contingent Consideration 1,620,000 Working capital adjustment ($46,000 paid in cash on March 12, 2019. $87,169 will be issued in shares of stock at a later date) 133,169 $ 5,999,323 The Company engaged an independent third-party valuation expert to determine the fair values of the various forms of consideration transferred. The fair values of the 307,692 shares of Common Stock issued on the Door Closing Date and the 307,692 shares of Common Stock issued on January 3, 2019 were determined based on the closing market price of the Common Stock on the Door Closing Date of $3.65 per share. The Contingent Consideration arrangement requires that the Company issue up to 1,538,462 shares of Common Stock and up to $2 million in cash to the Door Members on achievement of adjusted net income targets, (as set forth in the Merger Agreement), based on the operations of The Door over the four-year period beginning January 1, 2018. The fair value of the Contingent Consideration at the Door Closing Date was $1,620,000. The fair value of the Contingent Consideration was estimated using a Monte Carlo Simulation model, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the Contingent Consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the Contingent Consideration as of the Door Closing Date. The key assumptions in applying the Monte Carlo Simulation model are as follows: a risk-free discount rate of between 1.61% and 1.88% based on the U.S government treasury obligation with a term similar to that of the contingent consideration, a discount rate of between 16.5%, and an annual asset volatility estimate of 42.5%. Changes in the fair value on the Contingent Consideration are recorded at each balance sheet date with changes reflected as gains or losses on the condensed consolidated statement of operations. See Note 10 (Fair Value Measurements) for further discussion on the fair value as of September 30, 2019. The following table summarizes the fair values of the assets acquired and liabilities assumed at the Door Closing Date. Cash $ 89,287 Accounts receivable 469,344 Property, equipment and leasehold improvements 105,488 Prepaid expense 31,858 Other assets 30,667 Intangible assets 2,110,000 Total identifiable assets acquired 2,836,644 Accrued expenses (203,110 ) Accounts payable (1,064 ) Unearned income (15,500 ) Other liabilities (1,913 ) Deferred tax liabilities (593,949 ) Total liabilities assumed (815,536 ) Net identifiable assets acquired 2,021,108 Goodwill 3,978,215 Net assets acquired $ 5,999,323 Of the calculation of $2,110,000 of acquired intangible assets, $1,010,000 was assigned to customer relationships (10-year useful life), $670,000 was assigned to the trade name (10-year useful life), $260,000 was assigned to non-competition agreements (2-year useful life) and $170,000 was assigned to a favorable lease from the New York City location (26 months useful life), that were recognized at fair value on the Door Closing Date. On January 1, 2019, the Company adopted ASU 2016-02 and reclassified the favorable lease asset recognized at the date of acquisition to right-of-use asset. The unamortized balance of the favorable lease asset on January 1, 2019 was $130,769. The fair value of accounts receivable acquired is $469,344. The fair values of property and equipment and leasehold improvements of $105,488, and other assets of $62,525, are based on The Doors carrying values prior to the merger, which approximate their fair values. The amount of $3,978,215 of goodwill was assigned to the entertainment publicity and marketing segment. The goodwill recognized is attributable primarily to expectations of continued successful efforts to obtain new customers, buyer specific synergies and the assembled workforce of The Door. The following table summarizes the original and revised estimated fair values of the assets acquired and liabilities assumed at the Door Closing Date and the related measurement period adjustments to the fair values: July 5, 2018 Measurement Period Adjustments September 30, 2019 (As adjusted) Cash $ 89,287 $ $ 89,287 Accounts receivable 469,344 469,344 Property, equipment and leasehold improvements 105,488 105,488 Prepaid expenses 31,858 31,858 Other assets 30,667 30,667 Intangible assets 2,110,000 2,110,000 Total identifiable assets acquired 2,836,644 2,836,644 Accrued expenses (203,110 ) (203,110 ) Accounts payable (1,064 ) (1,064 ) Unearned income (15,500 ) (15,500 ) Other liabilities (1,913 ) (1,913 ) Deferred tax liability (584,378 ) (9,571 ) (593,949 ) Total liabilities assumed (805,965 ) (9,571 ) (815,536 ) Net identifiable assets acquired 2,030,679 (9,571 ) 2,021,108 Goodwill 3,835,475 142,740 3,978,215 Net assets acquired $ 5,866,154 $ 133,169 $ 5,999,323 The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the Door Closing Date to estimate the fair value of assets acquired and liabilities assumed. As of the Door Closing Date, the Company recorded the identifiable net assets acquired of $2,030,679 as shown in the table above in its condensed consolidated balance sheet. The Company has reflected adjustments of $142,740 made during the Companys measurement period on its September 30, 2019 condensed consolidated balance sheet to reflect the adjusted identifiable net assets acquired of $2,021,108 as shown in the table above. The following is a reconciliation of the initially reported fair value to the adjusted fair value of goodwill: Goodwill originally reported at July 5, 2018 $ 3,835,475 Changes to estimated fair values Working capital adjustment 133,169 Deferred tax liability 9,571 Adjusted goodwill at September 30, 2019 $ 3,978,215 The estimated fair value of the deferred tax liability increased by $9,571 primarily due to the estimated expected future tax rate applied. Unaudited Pro Forma Consolidated Statements of Operations The following presents the Companys pro forma consolidated operations after giving effect to the Viewpoint and The Door acquisition as if the Company had completed both acquisitions on January 1, 2018 and its results had been included in the consolidated results of the Company for the three and nine months ending September 30, 2018: For the three months ended September 30, For the nine months ended September 30, Revenue $ 6,588,679 $ 24,167,118 Net (loss) income $ (33,574 ) $ 513,120 These amounts have been calculated after applying the Companys accounting policies and adjusting the results of the acquisitions to reflect (a) the amortization that would have been charged, assuming the intangible assets had been recorded on January 1, 2018 and (b) interest expense from the Pinnacle Note (as defined below) used to partially pay the consideration for The Door, calculated as if the Pinnacle Note was outstanding as of January 1, 2018. See Note 8 (Notes Payable) for more information regarding the Pinnacle Note. The impact of the acquisition of The Door and Viewpoint on the Companys 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 companys financial condition or results of operations would have been had the acquisitions been completed on January 1, 2018, 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. 42West On March 30, 2017 (the 42West Closing Date), the Company entered into a purchase agreement with the former members of 42West (collectively, the 42West Members) (the 42West Purchase Agreement) pursuant to which the Company acquired 100% of the membership interests of 42West and 42West became a wholly owned subsidiary of the Company. 42West is an entertainment public relations agency offering talent, entertainment and targeted marketing, and strategic communication services. On January 1, 2019, the Company adopted ASU 2016-02 and reclassified the favorable lease asset recognized at the date of acquisition to right-of-use asset. The unamortized balance of the favorable lease asset on January 1, 2019 was $277,878. The consideration paid by the Company to the 42West Members in connection with the 42West acquisition was approximately $18.7 million in shares of Common Stock, based on a 30-day trading-day average stock price prior to the 42West Closing Date of $9.22 per share, (less certain working capital and closing adjustments, transaction expenses and payments of indebtedness), plus the potential to earn up to $9.3 million shares of Common Stock at a price of $9.22 per share, upon achievement of certain financial targets that were achieved during 2017 (the Earn-Out Consideration). As a result, the Company has issued 1,906,011 shares of Common Stock and will issue an additional 934,269 shares of Common Stock a price of $9.22 related to the Earn Out Consideration and closing adjustments. In connection with the 42West acquisition, the Company agreed to settle change of control provisions with certain 42West employees and former employees by offering cash payments in lieu of shares of Common Stock. As a result, the Company made payments in the aggregate amount of (i) $20,000 on February 23, 2018; (ii) $292,112 on March 30, 2018 and (iii) $361,760 of March 29, 2019 related to the change of control provisions. The Company entered into Put Agreements with three separate 42West employees with change of control provisions in their employment agreements. The Company agreed to purchase up to 50% of the shares of Common Stock to be received by the employees in satisfaction of the change of control provision in their employment agreements. The employees have the right, but not the obligation, to cause the Company to purchase up to an additional 20,246 shares of Common Stock in respect of the Earn Out Consideration. Also, in connection with the 42West acquisition, on March 30, 2017, the Company entered into put agreements (the Put Agreements) with each of the 42West Members. Pursuant to the terms and subject to the conditions set forth in the Put Agreements, the Company has granted the 42West Members the right, but not the obligation, to cause the Company to purchase up to an aggregate of 1,187,087 of their respective shares of Common Stock received as consideration for the Companys acquisition of 42West for a purchase price equal to $9.22 per share during certain specified exercise periods set forth in the Put Agreements up until December 2020 (the Put Rights). During the three and nine months ended September 30, 2019, respectively, the 42West Members exercised Put Rights with respect to an aggregate of 90,835 and 293,437 shares of Common Stock. The Company paid $65,000 on February 2, 2019, $35,000 on March 13, 2019, $300,000 on April 1, 2019, $75,000 on April 10, 2019, $50,000 on May 6, 2019, $350,000 on June 3, 2019, $115,500 on June 28, 2019, $75,000 on July 10, 2019, $100,000 on July 15, 2019, $100,000 on August 23, 2019 and $250,000 on September 3, 2019 related to these Put Rights. As of September 30, 2019, an additional $75,000 was due from the exercise of these Put Rights and was paid on October 10, 2019. On August 12, 2019, the Company entered into an Amendment, Waiver and Exchange Agreement with one of the holders of the Put Rights and exchanged 44,740 Put Rights for 385,514 shares of Common Stock at a purchase price of $1.08 per share. On August 12, 2019, the Company entered into an Amendment, Waiver and Exchange Agreement (Exchange Agreement) with another holder of Put Rights that had previously exercised 76,194 Put Rights that remained unpaid for an aggregate amount of $702,500. Pursuant to the Exchange Agreement, the Company issued a convertible note to such holder of Put Rights in the amount of $702,500 that bears interest at a rate of 10% per annum and matures on August 12, 2020. The noteholder may convert the principal and accrued interest at any time during the term of the convertible note for shares of Common Stock at a purchase price based on the 30-day trailing average closing price of the Common Stock. As of September 30, 2019, the Company had purchased an aggregate of 822,442 shares of Common Stock from the 42West Members for an aggregate purchase price of $7,583,000, of which $75,000 was paid on October 10, 2019, $412,500 was exchanged for 385,514 shares of Common Stock and $702,500 was exchanged for a convertible note payable as described above. |
CAPITALIZED PRODUCTION COSTS, A
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS | NOTE 4 CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS Capitalized Production Costs Capitalized production costs include the unamortized costs of Max Steel Revenues earned from motion pictures were $7,616 and $86,606 for the three and nine months ended September 30, 2019. The Company did not have any revenues earned from motion pictures for the three months ended September 30, 2018 and had $427,153 of revenues earned from motion pictures for the nine months ended September 30, 2018. These revenues were primarily attributable to Max Steel Max Steel Max Steel Max Steel Max Steel The Company purchased scripts for other motion picture or digital productions and recorded $221,536 and $95,000 in capitalized production costs associated with these scripts as of September 30, 2019 and December 31, 2018, respectively. The Company intends to produce these projects, but they were not yet in production as of September 30, 2019 and there can be no assurance that these projects will be produced on the timelines anticipated or at all. As of September 30, 2019, and December 31, 2018, the Company had total capitalized production costs of $221,536 and $724,585, respectively, net of accumulated amortization, tax incentives and impairment charges, recorded on its condensed consolidated balance sheets. The Company has assessed events and changes in circumstances that would indicate whether the Company should assess if the fair value of the productions is less than the unamortized costs capitalized and aside from those discussed above, did not identify indicators of impairment. Accounts Receivables The Company entered into various agreements with foreign distributors for the licensing rights of our motion picture, Max Steel Max Steel Max Steel The Companys trade accounts receivables related to its entertainment publicity and marketing segment are recorded at amounts billed to customers, and presented on the balance sheet, net of the allowance for doubtful accounts. The allowance is determined by various factors, including the age of the receivables, current economic conditions, historical losses and other information management obtains regarding the financial condition of customers. As of September 30, 2019 and December 31, 2018, the Company had accounts receivable balances of $3,023,870 and $3,173,107, respectively, net of allowance for doubtful accounts of $311,649 and $283,022, respectively, related to its entertainment publicity and marketing segment. Other Current Assets The Company had a balance of $576,799 and $620,970 in other current assets on its condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019 and December 31, 2018, these amounts were primarily composed of the following: Indemnification asset Prepaid expenses Tax Incentives Income tax receivable Capitalized costs Deferred costs |
PROPERTY, EQUIPMENT AND LEASEHO
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | NOTE 5 PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvement consists of: September 30, December 31, Furniture and fixtures $ 719,291 $ 713,075 Computers and equipment 1,679,782 1,636,391 Leasehold improvements 732,870 732,870 3,131,943 3,082,336 Less: accumulated depreciation and amortization (2,169,858 ) (1,899,816 ) Property, equipment and leasehold improvements, net $ 962,085 $ 1,182,520 The Company depreciates furniture and fixtures over a useful life of between five and seven years, computer and equipment over a useful life of between three and five years and leasehold improvements are amortized over the remaining term of the related leases. The Company recorded depreciation and amortization expense of $96,077 and $276,505 for the three and nine months ended September 30, 2019, respectively. |
INVESTMENT
INVESTMENT | 9 Months Ended |
Sep. 30, 2019 | |
Long-term Investments [Abstract] | |
INVESTMENT | NOTE 6 INVESTMENT At September 30, 2019, investments, at cost, consisted of 344,980 shares of common stock of The Virtual Reality Company (VRC), a privately held company. In exchange for services rendered by 42West to VRC during 2015, 42West received both cash consideration and a promissory note that was convertible into shares of common stock of VRC. On April 7, 2016, VRC closed an equity financing round resulting in common stock being issued to a third-party investor. This transaction triggered the conversion of all outstanding promissory notes held by 42West into shares of common stock of VRC. The Companys investment in VRC represents less than a 1% noncontrolling ownership interest in VRC. The Company had a balance of $220,000 on its condensed consolidated balance sheets as of both September 30, 2019 and December 31, 2018, related to this investment. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 DEBT Loan and Security Agreement During 2016, Max Steel Holdings, a wholly owned subsidiary of Dolphin Films, entered into a loan and security agreement (the P&A Loan) providing for a non-revolving credit facility in an aggregate principal amount of up to $14,500,000 that matured on August 25, 2017. Proceeds of the credit facility in the aggregate amount of $12,500,000 were used to pay a portion of the print and advertising expenses (P&A) of the domestic distribution of Max Steel Max Steel Max Steel On August 23, 2019, the Company entered into a Revenue Participation Agreement (the Participation Agreement) with the creditor of the P&A Loan and agreed to exchange up to $900,000 of future domestic revenues of Max Steel Max Steel Production Service Agreement During 2014, Dolphin Films entered into a financing agreement to produce Max Steel Max Steel As of September 30, 2019, and December 31, 2018, the Company had outstanding balances of $3,311,199, including accrued interest in the amount of $1,698,280 and $3,353,740, including accrued interest of $1,624,754, respectively, in the caption debt related to this Production Service Agreement on its condensed consolidated balance sheets Line of Credit On March 15, 2018, 42West entered into a business loan agreement with BankUnited, N.A. for a revolving line of credit (the Loan Agreement). The Loan Agreement matures on March 15, 2020 and bears interest on the outstanding balance at the banks prime rate plus 0.25% per annum. The maximum amount that can be drawn on the revolving line of credit is $2,250,000 with a sublimit of $750,000 for standby letters of credit. Amounts outstanding under the Loan Agreement are secured by 42Wests current and future inventory, chattel paper, accounts, equipment and general intangibles. On March 28, 2018, the Company drew $1,690,000 under the Loan Agreement to purchase 183,296 shares of Common Stock, pursuant to the Put Agreements. As of September 30, 2019 and December 31, 2018, the outstanding balance on the line of credit was $1,700,390. The Loan Agreement contains customary affirmative covenants, including covenants regarding maintenance of a maximum debt to total net worth ratio of at least 4.0:1.0 and a minimum debt service coverage of 1.40x based on fiscal year-end audit to be calculated as provided in the Loan Agreement. Further, the Loan Agreement contains customary negative covenants, including those that, subject to certain exceptions, restrict the ability of 42West to incur additional indebtedness, grant liens, make loans, investments or certain acquisitions, or enter into certain types of agreements |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 NOTES PAYABLE Convertible Notes 2019 Lincoln Park Note On May 20, 2019, the Company entered into a securities purchase agreement with Lincoln Park Capital Fund LLC, an Illinois limited liability company (Lincoln Park), pursuant to which the Company agreed to issue and sell to Lincoln Park a senior convertible promissory note in an initial principal amount of $1,100,000 (the Lincoln Park Note) at a purchase price of $1,000,000 (representing an original issue discount of approximately 9.09%), together with warrants to purchase up to 137,500 shares of Common Stock (the Lincoln Park Warrants) at an exercise price of $2.00 per share and 137,500 additional warrants on each of the second, fourth and sixth month anniversaries of the securities purchase agreement if any of the balance remains outstanding on such dates. As such, on each of July 23, 2019 and September 20, 2019, the Company issued Lincoln Park Warrants to purchase up to 137,500 shares of Common Stock. The Lincoln Park Note is convertible at any time into shares of Common Stock (the Conversion Shares) at an initial conversion price equal to the lower of (a) $5.00 per share and (b) the lower of (i) the lowest intraday sale price of the Common Stock on the applicable conversion date and (ii) the average of the three lowest closing sales prices of the Common Stock during the twelve consecutive trading days ending on and including the trading day immediately preceding the conversion date, subject in the case of this clause (B), to a floor of $1.00 per share. If an event of default under the Lincoln Park Note occurs prior to maturity, the Lincoln Park Note will be convertible into shares of Common Stock at a 15% discount to the applicable conversion price. Outstanding principal under the Lincoln Park Note will not accrue interest, except upon an event of default, in which case interest at a default rate of 18% per annum would accrue until such event of default is cured. The Lincoln Park Note matures on May 21, 2021 and can be paid at prior to the maturity date without any penalty. On May 21, 2019, the date of the issuance of the Lincoln Park Note, the Companys Common Stock had a market value of $1.37 per share. The Company determined that the Lincoln Park Note contained a beneficial conversion feature by calculating the amount of shares using the conversion rate of the Lincoln Park Note of $1.18 per share, (after allocating a portion of the convertible debt to the warrants based on the fair value of the warrants) and then calculating the market value of the shares that would be issued at conversion using the market value of the Companys Common Stock on the date of the Lincoln Park Note. The Company recorded a beneficial conversion feature on the Note of $166,887 that is amortized and recorded as interest expense over the life of the Lincoln Park Note. The original issue discount of $100,000 is amortized and recorded as interest expense over the life of the Lincoln Park Note. For the three months ended September 30, 2019, the Company recorded $33,361 of interest expense from the amortization of the original issue discount and beneficial conversion feature. As of September 30, 2019, the Company had a balance of $877,594, net of $83,334 of original debt discount and $139,072 of beneficial conversion feature, related to the Lincoln Park Note in noncurrent liabilities on its condensed consolidated balance sheet. In connection with the transactions contemplated by the securities purchase agreement, on May 20, 2019, the Company entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the Conversion Shares for resale by Lincoln Park under the Securities Act, if during the six-month period commencing on the date of the Registration Rights Agreement, the Company determines to file a resale registration statement with the Securities and Exchange Commission. 2019 Convertible Debt On each of March 25, 2019, July 9, 2019, and September 25, 2019 the Company issued convertible promissory note agreements to third-party investors and received $200,000, $150,000, and $250,000, respectively, to be used for working capital. The convertible promissory notes bear interest at a rate of 10% per annum and mature on March 25, 2021, July 9, 2021, and September 25, 2021, respectively. The balance of the convertible promissory notes and any accrued interest may be converted into shares of Common Stock at the note holders option at any time at a purchase price based on the 30-day trailing average closing price of the Common Stock. As of September 30, 2019, the Company had a balance of $600,000 in noncurrent liabilities related to these convertible promissory notes. On August 12, 2019, the Company entered into the Exchange Agreement whereby one of the 42West Members agreed to take a convertible note instead of cash in exchange for 76,194 Put Rights that had been exercised by one of the 42West Members and not paid. The principal amount of the convertible note is $702,500, bears interest at a rate of 10% per annum and matures on August 12, 2020. The balance of the convertible note and any accrued interest may be converted into shares of Common Stock at the noteholders option at any time during the term of the convertible note payable, at a purchase price based on the 30-day trailing average closing price of the Common Stock. See Note 3 (Mergers and Acquisitions) for more information regarding the Exchange Agreement. 2018 Convertible Debt On July 5, 2018, the Company issued an 8% secured convertible promissory note in the principal amount of $1.5 million (the Pinnacle Note) to Pinnacle Family Office Investments, L.P. (Pinnacle) pursuant to a Securities Purchase Agreement, dated the same date, between the Company and Pinnacle. The Company used the proceeds of the Pinnacle Note to finance the Companys acquisition of The Door. The Companys obligations under the Pinnacle Note are secured primarily by a lien on the assets of The Door and Viewpoint. The Company must pay interest on the principal amount of the Pinnacle Note, at the rate of 8% per annum, in cash on a quarterly basis. The Pinnacle Note matures on January 5, 2020. The Company may prepay the Pinnacle Note in whole, but not in part, at any time prior to maturity; however, if the Company voluntarily prepays the Pinnacle Note, it must (i) pay Pinnacle a prepayment penalty equal to 10% of the prepaid amount and (ii) issue to Pinnacle warrants to purchase 100,000 shares of Common Stock with an exercise price equal to $3.25 per share. The Pinnacle Note also contains certain customary events of default. The holder may convert the outstanding principal amount of the Pinnacle Note into shares of Common Stock at any time at a price per share equal to $3.25, subject to adjustment for stock dividends, stock splits, dilutive issuances and subsequent rights offerings. At the Companys election, upon a conversion of the Pinnacle Note, the Company may issue Common Stock in respect of accrued and unpaid interest with respect to the principal amount of the Pinnacle Note not converted by Pinnacle. On the date of the Pinnacle Note, the Companys Common Stock had a market value of $3.65. The Company determined that the Note contained a beneficial conversion feature or debt discount by calculating the amount of shares using the conversion rate of the Pinnacle Note of $3.25 per share, and then calculating the market value of the shares that would be issued at conversion using the market value of the Companys Common Stock on the date of the Pinnacle Note. The Company recorded a debt discount on the Note of $184,614 that is amortized and recorded as interest expense over the life of the Pinnacle Note. For the three and nine months ended September 30, 2019, the Company recorded interest expense of $30,000 and $90,000, respectively related to the Pinnacle Note and paid interest in the amount of $30,000 and $60,000, respectively. For the three and nine months ended September 30, 2019, the Company recorded $30,769 and $92,307 as interest expense related to the amortization of the debt discount. As of September 30, 2019, the Company had a balance of $1,469,231, net of $30,769 of debt discount, recorded in current liabilities on its condensed consolidated balance sheet, related to the Pinnacle Note and $30,000 of accrued interest recorded in other current liabilities. As of December 31, 2018, the Company had a balance of $1,376,924, net of $123,076 of debt discount, recorded in noncurrent liabilities on its consolidated balance sheet, related to the Pinnacle Note. 2017 Convertible Debt In 2017, the Company entered into subscription agreements pursuant to which it issued unsecured convertible promissory notes, each with substantially similar terms, for an aggregate principal amount of $625,000. Each of the convertible promissory notes had an initial maturity date of one year from the date of issuance, with the exception of one note in the amount of $75,000 which matures two years from the date of issuance, and bears interest at a rate of 10% per annum. During 2018, the Company and the noteholders agreed to extend the maturity date for another year from the original maturity date, with the exception of the $75,000 note with a two-year maturity date. The principal and any accrued and unpaid interest of the convertible promissory notes are convertible by the respective holders into shares of Common Stock at a price equal to either (i) the 90-trading day average price per share of Common Stock as of the date the holder submits a notice of conversion or (ii) if an Eligible Offering (as defined in the convertible promissory notes) of Common Stock is made, 95% of the public offering price per share of Common Stock. On March 21, 2019, the holder of a $75,000 convertible promissory note elected to convert the note into 53,191 shares of Common Stock on the 90-day trailing trading average price of $1.41 per share. On March 21, 2019, the closing market price of the Companys common stock was $1.81. As a result, the Company recorded a loss on extinguishment of debt on its condensed consolidated statement of operations of $21,276 for the difference between the closing market price and the conversion price of the Common Stock. For the three and nine months ended September 30, 2019, the Company paid interest on these notes in the aggregate amount of $20,875 and $54,021, respectively and recorded interest expense in the amount of $31,903 and $66,368, respectively relating to these notes. For the three and nine months ended September 30, 2018, the Company paid interest on these notes in the aggregate amount of $15,625 and $50,515, respectively and recorded interest expense in the amount of $15,208 and $58,564, respectively relating to these notes. As of September 30, 2019 and December 31, 2018, the Company recorded accrued interest of $17,209 and $4,861, respectively, relating to the convertible notes payable. As of September 30, 2019 and December 31, 2018, the Company had a balance of $550,000 and $1,252,000, respectively, in current liabilities and a balance of $600,000 in noncurrent liabilities as of September 30, 2019 on its condensed consolidated balance sheets relating to these convertible notes payable. Nonconvertible Notes Payable On July 5, 2012 the Company entered into an unsecured promissory note in the amount of $300,000 bearing 10% interest per annum and payable on demand with KCF Investments LLC (KCF), an entity controlled by Mr. Stephen L Perrone, an affiliate of the Company. On December 10, 2018, the Company agreed to exchange this note, including accrued interest of $192,233, for a new unsecured promissory note in the amount of $492,233 that matures on December 10, 2023. This promissory note bears interest of 10% per annum and can be prepaid without a penalty at any time prior to its maturity. The note requires monthly repayments of principal and interest in the amount of $10,459 throughout the life of the note. On November 30, 2017, the Company entered into an unsecured promissory note in the amount of $200,000 that matures on January 15, 2020. The promissory note bears interest of 10% per annum and can be prepaid without a penalty at any time prior to its maturity. On June 14, 2017, the Company entered into an unsecured promissory note in the amount of $400,000, with an initial maturity date of June 14, 2019. On May 1, 2019, the holder of the promissory note agreed to extend the maturity date until June 14, 2021 on the same terms as the original promissory note. The promissory note bears interest of 10% per annum and can be prepaid without a penalty after the initial six months. During the three and nine months ended September 30, 2019, the Company paid interest on its nonconvertible promissory notes in the aggregate amount of $26,165 and $79,973, respectively. During the three and nine months ended September 30, 2018, the Company paid interest on its nonconvertible promissory notes in the aggregate amount of $15,000 and $45,834, respectively. The Company had balances of $6,038 and $6,315 as of September 30, 2019 and December 31, 2018, respectively, for accrued interest recorded in other current liabilities in its condensed consolidated balance sheets, relating to these promissory notes. The Company recorded interest expense for the three and nine months ended September 30, 2019 of $26,165 and $79,696, respectively, and $22,562 and $67,438, for the three and nine months ending September 30, 2018, respectively, relating to these promissory notes. As of September 30, 2019, the Company had a balance of $286,068 in current liabilities and $747,012 in noncurrent liabilities related to these nonconvertible promissory notes. As of December 31, 2018, the Company had balances of $479,874 in current liabilities and $612,359 in noncurrent liabilities on its condensed consolidated balance sheets relating to these nonconvertible promissory notes. |
LOANS FROM RELATED PARTY
LOANS FROM RELATED PARTY | 9 Months Ended |
Sep. 30, 2019 | |
Due to Related Parties [Abstract] | |
LOANS FROM RELATED PARTY | NOTE 9 LOANS FROM RELATED PARTY Dolphin Entertainment, LLC (DE LLC), an entity wholly owned by the Companys CEO, William ODowd, previously advanced funds for working capital to Dolphin Films. During 2016, Dolphin Films entered into a promissory note with DE LLC (the DE LLC Note) in the principal amount of $1,009,624. Under the terms of the DE LLC Note, the CEO may make additional advancements to the Company, as needed, and may be repaid a portion of the loan, which is payable on demand and bears interest at 10% per annum. Included in the balance of the DE LLC Note are certain script costs and other payables totaling $594,315 that were owed to DE LLC. For the three and nine months ended September 30, 2019, the Company did not repay any principal balance of the DE LLC Note and recorded interest expense of $27,924 and $82,863, respectively. For the three and nine months ended September 30, 2018, the Company repaid $0 and $601,001, respectively of principal balance and recorded interest expense of $27,924 and $101,459, respectively, relating to the DE LLC Note. As of September 30, 2019 and December 31, 2018, the Company had a principal balance of $1,107,873 and accrued interest of $387,668 and $304,888, respectively, relating to the DE LLC Note on its condensed consolidated balance sheet. See Note 8 (Notes Payable) for discussion on a note payable with KCF, an entity wholly owned by Stephen L Perrone, an affiliate of the Company. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 FAIR VALUE MEASUREMENTS Put Rights In connection with the 42West acquisition on March 30, 2017, the Company entered into the Put Agreements, pursuant to which it granted Put Rights to the sellers. During the nine months ended September 30, 2019, the sellers exercised their Put Rights, in accordance with the Put Agreements, for an aggregate amount of 293,437 shares of Common Stock. As a result, the sellers were paid $65,000 on February 2, 2019, $35,000 on March 13, 2019, $300,000 on April 1, 2019, $75,000 on April 10, 2019, $50,000 on May 6, 2019, $350,000 on June 3, 2019, $115,500 on June 28, 2019, $75,000 on July 10, 2019, $100,000 on July 15, 2019, $100,000 on August 23, 2019 and $250,000 on September 3, 2019 related to these Put Rights. As of September 30, 2019, an additional $75,000 was due from the exercise of these Put Rights and was paid on October 10, 2019. In addition, the Company exchanged 44,740 Put Rights for 385,514 shares of Common Stock and issued a convertible note payable in the amount of $702,500 for 76,194 Put Rights. See Note 3 (Mergers and Acquisitions) for further discussion. In addition, the Company entered in put agreements with three 42West employees with change of control provision in their employment agreements. The Company agreed to purchase up to 50% of the shares of Common Stock to be received by the employees in satisfaction of the change of control provision in their employment agreements. The employees have the right, but not the obligation, to cause the Company to purchase an additional 20,246 shares of Common Stock. The Company records the fair value of the liability in the condensed consolidated balance sheets under the caption Put Rights and records changes to the liability against earnings or loss under the caption Changes in fair value of put rights in the consolidated statements of operations. The carrying amount at fair value of the aggregate liability for the Put Rights recorded on the condensed consolidated balance sheets at September 30, 2019 and December 31, 2018 was $3,277,892 and $5,984,067, respectively. Due to the change in the fair value of the Put Rights for the period in which the Put Rights were outstanding for the three and nine months September 30, 2019, the Company recorded a gain of $627,799 and $2,406,175, respectively, and a loss of $110,840 and a gain of $1,305,797, respectively, for the three and nine months ended September 30, 2018, in the condensed consolidated statement of operations. The Company utilized the Black-Scholes Option Pricing Model, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the Put Rights reflect managements own assumptions about the assumptions that market participants would use in valuing the Put Rights as of the September 30, 2019 and December 31, 2018. The Company determined the fair value by using the following key inputs to the Black-Scholes Option Pricing Model: Inputs As of As of Equity volatility estimate 60.4% 65.0 % 35.0% 59.4 % Discount rate based on US Treasury obligations 1.69% 1.89 % 2.45% 2. 63 % For the Put Rights, which measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from December 31, 2018 to September 30, 2019: Ending fair value balance reported in the consolidated balance sheet at December 31, 2018 $ 5,984,067 Put rights exercised in December 2018 paid in January 2019 (375,000 ) Change in fair value (gain) reported in the statements of operations (2,406,175 ) Put rights exercised September 2019 and not yet paid 75,000 Ending fair value of put rights reported in the condensed consolidated balance sheet at September 30, 2019 $ 3,277,892 Contingent Consideration In connection with the Companys acquisition of The Door, the Door Members have the potential to earn the Contingent Consideration, comprising up to 1,538,462 shares of Common Stock, based on a purchase price of $3.25, and up $2,000,000 in cash on achievement of adjusted net income targets based on the operations of The Door over the four-year period beginning January 1, 2018. See Note 3 (Mergers and Acquisitions) for further discussion. The Company records the fair value of the liability in the condensed consolidated balance sheets under the caption Contingent Consideration and records changes to the liability against earnings or loss under the caption Changes in fair value of contingent consideration in the condensed consolidated statements of operations. The fair value of the Contingent Consideration on the date of the acquisition of The Door was $1,620,000. The carrying amount at fair value of the aggregate liability for the Contingent Consideration recorded on the condensed consolidated balance sheet at September 30, 2019 and December 31, 2018 is $440,000 and $550,000, respectively. Due to the change in the fair value of the Contingent Consideration for the period in which the Contingent Consideration was outstanding during the three and nine months ended September 30, 2019, the Company recorded a gain on the Contingent Consideration of $20,000 and $110,000, respectively, in the condensed consolidated statement of operations. The Company utilized a Monte Carlo Simulation model, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the Contingent Consideration reflect managements own assumptions about the assumptions that market participants would use in valuing the Contingent Consideration as of the acquisition date. The Company determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Inputs As of September 30, 2019 As of Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) 1.61% - 1.88 % 2.47% - 2.59 % Annual Asset Volatility Estimate 42.5 % 65.0 % For the Contingent Consideration, which 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, 2018 to September 30, 2019: Beginning fair value balance reported on the consolidated balance sheet at December 31, 2018 $ 550,000 Change in fair value (gain) reported in the statements of operations (110,000 ) Ending fair value balance reported in the condensed consolidated balance sheet at September 30, 2019 $ 440,000 |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT LIABILITIES | NOTE 11 CONTRACT LIABILITIES The Company receives advance payments from customers for public relations projects or as deposits for promotional or brand-support video projects, that it records as contract liabilities. Once the work is performed or the projects are delivered to the customer, the contract liability is recorded as revenue. The Company had balances of $311,484 and $522,620 as of September 30, 2019 and December 31, 2018, respectively, in contract liabilities. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 12 VARIABLE INTEREST ENTITIES VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entitys operations through voting rights, or do not have the obligation to absorb the expected losses or the right to receive the residual returns of the entity. The most common type of VIE is a special-purpose entity (SPE). SPEs are commonly used in securitization transactions in order to isolate certain assets, and distribute the cash flows from those assets to investors. The legal documents that govern the transaction specify how the cash earned on the assets must be allocated to the SPEs investors and other parties that have rights to those cash flows. SPEs are generally structured to insulate investors from claims on the SPEs assets by creditors of other entities, including the creditors of the seller of the assets. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the activities of an entity that most significantly impact the VIEs economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIEs economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. To assess whether the Company has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity investments, servicing fees, and derivative or other arrangements deemed to be variable interests in the VIE. This assessment requires that the Company apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. The Company performs ongoing reassessments of (1) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain triggering events, and therefore would be subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding the Companys involvement with a VIE cause the Companys consolidation conclusion to change. The consolidation status of the VIEs with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively with assets and liabilities of a newly consolidated VIE initially recorded at fair value unless the VIE is an entity which was previously under common control, which in that case is consolidated based on historical cost. A gain or loss may be recognized upon deconsolidation of a VIE depending on the amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements. Max Steel Productions LLC JB Believe LLC As of and For the As of As of and For the As of and For the As of As of and For the (in USD) 2019 2019 2018 2018 2018 2019 2019 2018 2018 2018 Assets 7,379,851 7,978,887 8,722,453 182,267 205,725 Liabilities (11,816,966 ) (11,887,911 ) (12,228,022 ) (6,750,057 ) (6,741,834 ) (6,743,568 ) Revenues 78,990 427,153 7,616 7,616 Expenses (607,081 ) (633,371 ) (280,604 ) (173,339 ) (39,298 ) (9,834 ) (290 ) The Company evaluated the entities in which it did not have a majority voting interest and determined that it had (1) the power to direct the activities of the entities that most significantly impact their economic performance and (2) had the obligation to absorb losses or the right to receive benefits from these entities. As such the financial statements of Max Steel Productions, LLC and JB Believe, LLC are consolidated in the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018, and in the condensed consolidated statements of operations and statements of cash flows presented herein for the three and nine months ended September 30, 2019 and 2018. These entities were previously under common control and have been accounted for at historical costs for all periods presented. Max Steel Productions, LLC was initially formed for the purpose of recording the production costs of the motion picture Max Steel. As of September 30, 2019 and December 31, 2018, the Company had a balance in capitalized production costs of $0 and $629,585, respectively. For the year ended December 31, 2018, the Company wrote off accounts receivable of $618,165, of which it had an allowance for doubtful account of $227,280 and did not have a balance in accounts receivable related to Max Steel Max Steel Max Steel As of September 30, 2019 and December 31, 2018, there were outstanding balances of $3,311,199, including accrued interest of $1,698,280 and $3,353,741, including accrued interest of $1,624,755, respectively, related to this debt which are included in the caption debt in the condensed consolidated balance sheets. The accrued interest was reclassified from other current liabilities to debt in the current period. JB Believe LLC, an entity owned by Believe Film Partners LLC, of which the Company owns a 25% membership interest, was formed for the purpose of recording the production costs of the motion picture Believe Believe |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13 STOCKHOLDERS EQUITY A. Preferred Stock The Companys Amended and Restated Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock. The Board of Directors has the power to designate the rights and preferences of the preferred stock and issue the preferred stock in one or more series. On February 23, 2016, the Company amended its Articles of Incorporation to designate 1,000,000 preferred shares as Series C Convertible Preferred Stock with a $0.001 par value which may be issued only to an Eligible Series C Preferred Stock Holder. On May 9, 2017, the Board of Directors of the Company approved an amendment to the Companys articles of incorporation to reduce the designation of Series C Convertible Preferred Stock to 50,000 shares with a $0.001 par value. The amendment was approved by the Companys shareholders on June 29, 2017, and the Company filed Amended and Restated Articles of Incorporation with the State of Florida (the Second Amended and Restated Articles of Incorporation) on July 6, 2017. Additionally, on July 6, 2017, the Second Amended and Restated Articles of Incorporation eliminated previous designations of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, no shares of which are outstanding. Pursuant to the Second Amended and Restated Articles of Incorporation, each share of Series C Convertible Preferred Stock will be convertible into one share of Common Stock (one half of a share post-split on September 14, 2017) subject to adjustment for each issuance of Common Stock (but not upon issuance of common stock equivalents) that occurred, or occurs, from the date of issuance of the Series C Convertible Preferred Stock (the issue date) until the fifth (5th) anniversary of the issue date (i) upon the conversion or exercise of any instrument issued on the issued date or thereafter issued (but not upon the conversion of the Series C Convertible Preferred Stock), (ii) upon the exchange of debt for shares of Common Stock, or (iii) in a private placement, such that the total number of shares of Common Stock held by an Eligible Class C Preferred Stock Holder (based on the number of shares of Common Stock held as of the date of issuance) will be preserved at the same percentage of shares of Common Stock outstanding held by such Eligible Class C Preferred Stock Holder on the issue. An Eligible Class C Preferred Stock Holder means any of (i) DE LLC for so long as Mr. ODowd continues to beneficially own at least 90% of DE LLC and serves on its board of directors or other governing entity, (ii) any other entity in which Mr. ODowd beneficially owns more than 90%, or a trust for the benefit of others, for which Mr. ODowd serves as trustee and (iii) Mr. ODowd individually. Series C Convertible Preferred Stock will be convertible by the Eligible Class C Preferred Stock Holder only upon the Company satisfying one of the optional conversion thresholds. Specifically, a majority of the independent directors of the Board, in its sole discretion, must have determined that the Company accomplished any of the following (i) EBITDA of more than $3.0 million in any calendar year, (ii) production of two feature films, (iii) production and distribution of at least three web series, (iv) theatrical distribution in the United States of one feature film, or (v) any combination thereof that is subsequently approved by a majority of the independent directors of the Board based on the strategic plan approved by the Board. While certain events may have occurred that could be deemed to have satisfied this criteria, the independent directors of the Board have not yet determined that an optional conversion threshold has occurred. Except as required by law, holders of Series C Convertible Preferred Stock will have voting rights only if the independent directors of the Board determine that an optional conversion threshold has occurred. Only upon such determination will the Series C Convertible Preferred Stock be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock and will be entitled to that number of votes equal to three votes for the number of shares of Common Stock into which the Series C Convertible Preferred Stock may then be converted. The Certificate of Designation also provides for a liquidation value of $0.001 per share and dividend rights of the Series C Convertible Preferred Stock on parity with the Companys Common Stock. B. Common Stock On January 3, 2019, the Company issued 307,692 shares of its Common Stock to the sellers of The Door pursuant to the Merger Agreement. On February 7, 2019, one of the sellers of 42West exercised Put Rights for 7,049 shares of Common Stock and was paid an aggregate amount of $65,000 on February 7, 2019. On March 11, 2019, one of the sellers of 42West exercised Put Rights for 3,796 shares of Common Stock and was paid an aggregate amount of $35,000 on March 13, 2019. On March 12, 2019, one of the sellers of 42West exercised Put Rights for 21,692 shares of Common Stock and was paid an aggregate amount of $200,000 on April 1, 2019. On March 20, 2019, one of the sellers of 42West exercised Put Rights for 87,040 shares of Common Stock and was paid an aggregate amount of $100,000 on April 1, 2019. The remaining $702,500 was converted to a note payable on August 12, 2019. On March 21, 2019, one of the sellers of 42West exercised Put Rights for 8,134 shares of Common Stock and was paid an aggregate amount of $75,000 on April 10, 2019. On March 21, 2019, one of the convertible promissory note holders elected to convert a $75,000 convertible promissory note into 53,191 shares of common stock at a 90-day trailing trading average stock price of $1.41 per share of Common Stock. On May 6, 2019, one of the sellers of 42West exercised Put Rights for 5,422 shares of Common Stock and was paid $50,000 on May 6, 2019. On May 13, May 16 and May 22, 2019, three of the sellers of 42West exercised Put Rights for an aggregate amount of 37,961 shares of Common Stock and were paid $350,000 on June 3, 2019. On June 25, 2019, one of the sellers of 42West exercised Put Rights for 12,527 shares of Common Stock and was paid $115,500 on June 28, 2019. On June 24, 2019, one of the sellers of 42West exercised Put Rights for 8,134 shares of Common Stock and was paid $75,000 on July 10, 2019. On June 30, 2019 one of the sellers of 42West exercised Put Rights for 10,846 shares of Common Stock and was paid $100,000 on July 17, 2019. On August 12, 2019, one of the sellers of 42West exercised exchanged 44,740 Put Rights for 385,514 shares of Common Stock. On the same day, the same seller exercised Put Rights for 16,269 shares of Common Stock and was paid $150,000 on September 3, 2019. On August 19, 2019, one of the sellers of 42West exercised Put Rights for 10,846 shares of Common Stock and was paid $100,000 on September 3, 2019. On August 23, 2019, one of the sellers of 42West exercised Put Rights for 10,846 shares of Common Stock and was paid $100,000. On September 24, 2019, one of the sellers of 42West exercised Put Rights for 8,134 shares of Common Stock and was paid $75,000 on October 10, 2019. As of September 30, 2019 and December 31, 2018, the Company had 14,641,466 and 14,123,157 shares of Common Stock issued and outstanding, respectively. See Note 20 (Subsequent Events) regarding the issuance of 2,700,000 shares of Common Stock in an underwritten public offering in October 2019. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 14 EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted (loss) income per share: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator Net (loss) income attributable to Dolphin Entertainment common stock shareholders $ (350,831 ) $ 180,145 $ (1,120,090 ) $ 665,145 Deemed dividend (20,645 ) (20,645 ) Net (loss) income attributable to Dolphin Entertainment common stock shareholders and numerator for basic earnings per share $ (350,831 ) $ 159,500 $ (1,120,090 ) $ 644,500 Change in fair value of put rights (627,799 ) (2,406,175 ) (1,305,797 ) Numerator for diluted (loss) earnings per share $ (978,630 ) $ 159,500 $ (3,526,265 ) $ (661,297 ) Denominator Denominator for basic EPS - weighted-average shares 16,071,891 14,565,766 15,995,774 13,151,649 Effect of dilutive securities: Put rights 3,776,045 4,229,355 2,103,796 Denominator for diluted EPS - adjusted weighted-average shares 19,847,936 14,565,766 20,225,129 15,255,445 Basic (loss) earnings per share $ (0.02 ) $ 0.01 $ (0.07 ) $ 0.05 Diluted (loss) earnings per share $ (0.05 ) $ 0.01 $ (0.17 ) $ (0.04 ) Basic earnings per share is computed by dividing income attributable to the shareholders of Common Stock (the numerator) by the weighted-average number of shares of Common Stock outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive equity instruments, such as put rights and convertible notes payable were exercised and outstanding Common Stock adjusted accordingly. In periods when the Put Rights are assumed to have been settled at the beginning of the period in calculating the denominator for diluted (loss) earnings per share, the related change in the fair value of Put Right liability recognized in the consolidated statements of operations for the period, is added back or subtracted from net income during the period. The denominator for calculating diluted (loss) earnings per share for the three and nine months ended September 30, 2019 and 2018 assumes the Put Rights had been settled at the beginning of the period, and therefore, the related income due to the decrease in the fair value of the Put Right liability during the three and nine months ended September 30, 2019 and 2018 is subtracted from net income. Other potentially dilutive equity instruments such as convertible notes payable, were not included in the calculation of diluted (loss) earnings per share for the three and nine months ended September 30, 2019 and the nine months ended September 30, 2018 because they were determined to be anti-dilutive. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 15 WARRANTS A summary of warrants outstanding at December 31, 2018 and issued, exercised and expired during the nine months ended September 30, 2019 is as follows: Warrants: Shares Weighted Avg. Balance at December 31, 2018 2,727,253 $ 3.62 Issued 412,500 2.00 Exercised Expired (1,000,000 ) 2.29 Balance at September 30, 2019 2,139,753 $ 3.61 On November 4, 2016, the Company issued a Warrant G, a Warrant H and a Warrant I to T Squared (Warrants G, H and I). A summary of Warrants G, H and I issued to T Squared is as follows: Warrants Number of Shares Exercise Original Exercise Exercise Expiration Warrant G 750,000 $ Expired $ 10.00 $ 2.29 January 31, 2019 Warrant H 250,000 $ Expired $ 12.00 $ 2.29 January 31, 2019 Warrant I 250,000 $ 2.00 $ 14.00 $ 2.29 January 31, 2020 1,250,000 The Warrants G, H and I contain a down round provision providing that, in the event the Company sells grants or issues any Common Stock or options, warrants, or any instrument convertible into shares of Common Stock or equity in any other form at a deemed per share price below the then current exercise price per share of the Warrants G, H and I, then the then current exercise price per share for the warrants that are outstanding will be reduced to such lower price per share. Under the terms of the Warrants G, H and I, T Squared has the option to continually pay the Company an amount of money to reduce the exercise price of any of Warrants G, H and I until such time as the exercise price of Warrant G, H and/or I is effectively $0.02 per share. At such time when the T Squared has paid down the warrants to an exercise price of $0.02 per share or less T Squared will have the right to exercise the Warrants G, H and I via a cashless provision. Due to the existence of the down round provision, the Warrants G, H and I were carried in the consolidated financial statements as derivative liabilities at fair value. However, on July 1, 2018, the Company adopted ASU 2017-11 that states down round provisions no longer preclude equity classification when assessing whether the instrument is indexed to an entitys own stock. As a result, the Company used the modified retrospective approach and recorded a cumulative effect adjustment to retained earnings to classify the instruments as equity. Warrants G and H were not exercised and expired on January 31, 2019. In the 2017 offering, the Company issued 1,215,000 units, each comprising one share of Common Stock, and one warrant exercisable for one share of Common Stock for $4.74 per share. In addition to the units issued and sold in this 2017 offering, the Company also issued warrants to the underwriters to purchase up to an aggregate of 85,050 shares of Common Stock at a purchase price of $4.74 per share. On January 22, 2018, the underwriters exercised their over-allotment option with respect to 175,750 warrants to purchase Common Stock at a purchase price of $4.74 per share. In connection with the exercise of the over-allotment option, the Company issued to the underwriters warrants to purchase an aggregate of 1,453 shares of Common Stock at a purchase price of $4.74 per share. The Company determined that each of these warrants should be classified as equity and recorded the fair value of the warrants in additional paid in capital. On each of May 21, July 23, and September 20, 2019 the Company issued Lincoln Park Warrants to purchase up to 137,500 shares of Common Stock (412,500 total) at a purchase price of $2.00 per share to Lincoln Park related to the Lincoln Park Note. The Lincoln Park Warrants become exercisable on the six-month anniversary and for a period of five years thereafter. If a resale registration statement covering the shares of Common Stock underlying the Lincoln Park Warrants is not effective and available at the time of exercise, the Lincoln Park Warrants may be exercised by means of a cashless exercise formula. The Lincoln Park Warrants had a fair value at issuance of approximately $190,000. The Company determined that the Lincoln Park Warrants should be classified as equity and recorded the fair value of the warrants as additional debt discount and additional paid in capital. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 RELATED PARTY TRANSACTIONS On December 31, 2014, the Company and its CEO renewed his employment agreement for a period of two years commencing January 1, 2015. The agreement stated that the CEO was to receive annual compensation of $250,000. In addition, the CEO was entitled to an annual discretionary bonus as determined by the Companys Board of Directors. As part of his agreement, he received a $1,000,000 signing bonus in 2012 that is recorded in accrued compensation on the condensed consolidated balance sheets. Any unpaid and accrued compensation due to the CEO under this agreement will accrue interest on the principal amount at a rate of 10% per annum from the date of this agreement until it is paid. Even though the employment agreement expired and has not been renewed, the Company has an obligation under the agreement to continue to accrue interest on the unpaid balance. As of September 30, 2019 and December 31, 2018, the Company accrued $2,637,500 and $2,625,000, respectively, of compensation as accrued compensation and has balances of $1,427,054 and $1,230,719 respectively, in accrued interest in other current liabilities on its condensed consolidated balance sheets, related to Mr. ODowds employment. The Company recorded interest expense related to the accrued compensation of $66,164 for each three month period ended September 30, 2019 and 2018, and $196,336 and $192,745 for the nine months ended September 30, 2019 and 2018, respectively, on the condensed consolidated statements of operations. On March 30, 2017, in connection with the acquisition of 42West, the Company and Mr. ODowd, as personal guarantor, entered into the Put Agreements with each of the sellers of 42West, pursuant to which the Company granted the Put Rights. Pursuant to the terms of one such Put Agreement, Mr. Allan Mayer, a member of the Board of Directors of the Company, exercised Put Rights and caused the Company to purchase 54,230 shares of Common Stock at a purchase price of $9.22 per share for an aggregate purchase price of $500,000, during the nine months ended September 30, 2019. In addition, on August 12, 2019, Mr. Mayer entered into an agreement with the Company to exchange 44,740 Put Rights for 385,514 shares of Common Stock. See Note 9 for discussion on related party loans. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 17 SEGMENT INFORMATION The Company operates in two reportable segments, Entertainment Publicity and Marketing Segment and Content Production Segment. The Entertainment Publicity and Marketing segment is composed of 42West, The Door and Viewpoint and provides clients with diversified services, including public relations, entertainment and hospitality content marketing and strategic marketing consulting. The Content Production segment is composed of Dolphin Entertainment and Dolphin Films and engages in the production and distribution of digital content and feature films. 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) income before other income (expenses) on the Companys consolidated statement of operations for the three and nine months ended September 30, 2019 and 2018). 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. In connection with the acquisitions of 42West, The Door, and Viewpoint, the Company assigned $7,696,885 of intangible assets, net of accumulated amortization of $3,884,448 and goodwill of $15,996,977 (after goodwill impairment of $1,857,000) as of September 30, 2019 to the Entertainment Publicity and Marketing segment. The balances reflected as of September 30, 2018 for Entertainment Publicity and Marketing segment comprise 42West and The Door. Three months ended Nine months ended Three months ended Nine months ended September 30, 2019 September 30, 2018 Revenues: EPD $ 5,940,440 $ 18,464,330 $ 5,720,264 $ 16,297,466 CPD 7,616 86,606 427,153 Total $ 5,948,056 $ 18,550,936 $ 5,720,264 $ 16,724,619 Segment Operating (Loss) Income: EPD $ (81,511 ) $ (892,269 ) $ 351,040 $ 1,316,723 CPD (1,330,660 ) (2,547,142 ) (889,880 ) (1,885,240 ) Total operating loss (1,412,171 ) (3,439,411 ) (538,840 ) (568,517 ) Interest expense (295,556 ) (884,665 ) (277,122 ) (810,521 ) Other income (expense) 1,356,896 3,203,986 176,656 1,505,352 (Loss) Income before income taxes $ (350,831 ) $ (1,120,090 ) $ (639,306 ) $ 126,314 As of September 30, 2019 2018 Total assets: EPD $ 35,774,237 $ 31,948,212 CPD 1,833,393 8,374,516 Total $ 37,607,630 $ 40,322,728 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 18 LEASES Viewpoint is obligated under an operating lease agreement for office space in Newton, Massachusetts, expiring in March 2021. The lease is secured by a certificate of deposit held by the Company and included in restricted cash in the amounts of $36,662 and $55,014 as of September 30, 2019 and December 31, 2018, respectively. The lease provides for increases in rent for real estate taxes and operating expenses and contains a renewal option for an additional five years. The Door occupies space in New York. An entity wholly owned by the former Door Members is obligated under an operating lease agreement for the office space expiring in August 2020. The Company made payments of $150,973 to the affiliate during the nine months ended September 30, 2019 related to this lease. The lease is secured by a cash security deposit of approximately $29,000. The Door is obligated under an operating lease agreement for office space in Chicago, Illinois, at a fixed rate of $2,200 per month, expiring in May 2020. The lease is secured by a cash deposit of approximately $1,500. 42West is obligated under an operating lease agreement for office space in New York, expiring in December 2026. The lease is secured by a standby letter of credit in the amount of $677,354 and provides for increases in rent for real estate taxes and building operating costs. The lease also contains a renewal option for an additional five years. 42West is obligated under an operating lease agreement for office space in California, expiring in December 2021. The lease is secured by a cash security deposit of $44,788 and a standby letter of credit in the amount of $50,000 at September 30, 2019. The lease also provides for increases in rent for real estate taxes and operating expenses and contains a renewal option for an additional five years, as well as an early termination option effective as of February 1, 2019. Should the early termination option be executed, the Company will be subject to a termination fee in the amount of approximately $637,000. The Company has not and does not expect to execute such option. The Company was obligated under an operating lease for office space in Los Angeles, California until July 31, 2019. The monthly rent was $13,746 with annual increases of 3% for years 1 3 and 3.5% for the remainder of the lease. The lease was secured by a cash security deposit in the amount of $32,337. On June 1, 2017, the Company entered into an agreement to sublease the office space in Los Angeles, California. The sublease was effective June 1, 2017 through July 31, 2019 with lease payment as follows: (i) $14,892 per month for the first twelve months, with the first two months of rent abated and (ii) $15,338 per month for the remainder of the sublease. The subtenant vacated the premises on July 31, 2019 and the Companys obligations under the sublease and master lease agreements were satisfied. As such, $30,802 of the security deposit was returned to the Company. On February 19, 2019, the Company entered into an agreement to lease 3,024 square feet of office space in Coral Gables, Florida. The lease is for a period of 62 months from the commencement date, at a monthly lease rate of $9,954 with annual increases of 3%. The rent payments are abated for the first four months of the lease after the commencement date. Per the lease agreement, the commencement date is defined as the earlier of (i) date on which landlord delivers to the tenant possession of the premises with the work (as defined in the lease) substantially completed and (ii) the date of which the tenant begins occupying the premises for the conduct of business. The landlord and the Company agreed on October 1, 2019 as the lease commencement date. As such this lease was not included in the right-of-use asset or lease liabilities on the Companys consolidated balance sheet as of September 30, 2019. The lease allows for a tenant improvement allowance to build out the space and any cost of the improvements over the tenant allowance are the Companys responsibility. The landlord is responsible for the construction of the improvements. The amortizable life of the right-of-use asset is limited by the expected lease term. Although certain leases include options to extend the Company did not include these in the right-of-use asset or lease liability calculations because it is not reasonably certain that the options will be executed. January 1, September 30, Assets Right-of-use asset $ 7,547,769 $ 6,139,776 Liabilities Current Lease liability $ 1,394,479 $ 1,404,938 Noncurrent Lease liability $ 6,298,437 $ 5,269,239 Total lease liability $ 7,692,916 $ 6,674,177 The table below shows the lease income and expenses recorded in the consolidated statement of operations incurred during the three and nine months ended September 30, 2019. Lease costs Classification Three months Nine months Operating lease costs Selling, general and administrative expenses $ 529,694 $ 1,651,423 Operating lease costs Direct costs 60,861 182,583 Sublease income Selling, general and administrative expenses (94,738 ) Net lease costs $ 590,555 $ 1,739,268 Maturities of lease liabilities were as follows: 2019 (excluding nine months ended September 30, 2019) $ 476,401 2020 1,892,725 2021 1,550,344 2022 926,500 2023 927,564 Thereafter 2,860,001 Total lease payments $ 8,633,535 Less: Imputed interest (1,959,443 ) Present value of lease liabilities $ 6,674,092 The Company used its incremental borrowing rate on January 1, 2019, deemed to be 8%, to calculate the present value of the lease liabilities and right-of-use asset. The weighted average remaining lease term for our operating leases was six years at September 30, 2019. The Company adopted ASU 2016-02 with respect to leases effective January 1, 2019. In July 2018, the FASB added an optional transition method which the Company elected upon adoption of the new standard. This allowed us to recognize and measure leases existing at January 1, 2019 without restating comparative information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 19 COMMITMENTS AND CONTINGENCIES Litigation On or about January 25, 2010, an action was filed by Tom David against Winterman Group Limited, Dolphin Digital Media (Canada) Ltd., a former wholly owned subsidiary of the Company that has subsequently filed for bankruptcy in Canada and been dissolved (Dolphin Canada), Malcolm Stockdale and Sara Stockdale in the Superior Court of Justice in Ontario (Canada) alleging breach of a commercial lease and breach of a personal guaranty. On or about March 18, 2010, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale filed a Statement of Defense and Crossclaim. In the Statement of Defense, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale denied any liability under the lease and guaranty. In the Crossclaim filed against Dolphin Canada, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale seek contribution or indemnity against Dolphin Canada alleging that Dolphin Canada agreed to relieve Winterman Group Limited, Malcolm Stockdale and Sara Stockdale from any and all liability with respect to the lease or the guaranty. On or about March 19, 2010, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale filed a Third-Party Claim against the Company seeking contribution or indemnity against the Company, formerly known as Logica Holdings, Inc., alleging that the Company agreed to relieve Winterman Group Limited, Malcolm Stockdale and Sara Stockdale from any and all liability with respect to the lease or the guaranty. The Third-Party Claim was served on the Company on April 6, 2010. On or about April 1, 2010, Dolphin Canada filed a Statement of Defense and Crossclaim. In the Statement of Defense, Dolphin Canada denied any liability under the lease and in the Crossclaim against Winterman Group Limited, Malcolm Stockdale and Sara Stockdale, Dolphin Canada seeks contribution or indemnity against Winterman Group Limited, Malcolm Stockdale and Sara Stockdale alleging that the leased premises were used by Winterman Group Limited, Malcolm Stockdale and Sara Stockdale for their own use. On or about April 1, 2010, Dolphin Canada also filed a Statement of Defense to the Crossclaim denying any liability to indemnify Winterman Group Limited, Malcolm Stockdale and Sara Stockdale. The ultimate results of these proceedings against the Company cannot be predicted with certainty. On or about March 12, 2012, the Court served a Status Notice on all the parties indicating that since more than (2) years had passed since a defense in the action had been filed, the case had not been set for trial and the case had not been terminated, the case would be dismissed for delay unless action was taken within ninety (90) days of the date of service of the notice. The Company has not filed for a motion to dismiss and no further action has been taken in the case. The ultimate results of these proceedings against the Company could result in a loss ranging from 0 to $325,000. On March 23, 2012, Dolphin Canada filed for bankruptcy in Canada. The bankruptcy will not protect the Company from the third-party claim filed against it. However, the Company has not accrued for this loss because it believes that the claims against it are without substance and it is not probable that they will result in loss. As of September 30, 2019, the Company had not received any other notifications related to this action. Incentive Compensation Plan On June 29, 2017, the shareholders of the Company approved the Dolphin Digital Media, Inc. 2017 Equity Incentive Plan (the 2017 Plan). The 2017 Plan was adopted as a flexible incentive compensation plan that would allow us to use different forms of compensation awards to attract new employees, executives and directors, to further the goal of retaining and motivating existing personnel and directors and to further align such individuals interests with those of the Companys shareholders. Under the 2017 Plan, the total number of shares of Common Stock reserved and available for delivery under the 2017 Plan (the Awards), at any time during the term of the 2017 Plan, will be 1,000,000 shares of Common Stock. The 2017 Plan imposes individual limitations on the amount of certain Awards, in part with the intention to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). Under these limitations, in any fiscal year of the Company during any part of which the 2017 Plan is in effect, no participant may be granted (i) stock options or stock appreciation rights with respect to more than 300,000 shares, or (ii) performance shares (including shares of restricted stock, restricted stock units, and other stock based-awards that are subject to satisfaction of performance goals) that the Compensation Committee intends to be exempt from the deduction limitations under Section 162(m) of the Code, with respect to more than 300,000 shares, in each case, subject to adjustment in certain circumstances. The maximum amount that may be paid out to any one participant as performance units that the Compensation Committee intends to be exempt from the deduction limitations under Section 162(m) of the Code, with respect to any 12-month performance period is $1,000,000 (pro-rated for any performance period that is less than 12 months), and with respect to any performance period that is more than 12 months, $2,000,000. During the nine months ended September 30, 2019, the Company did not issue any Awards under the 2017 Plan. Employee Benefit Plan Employment Contracts As a condition to the Viewpoint Purchase, two of the Viewpoint Shareholders, Carlo DiPersio and David Shilale entered into employment agreements with the Company to continue as employees after the closing of the Viewpoint Purchase. Mr. DiPersios employment agreement is through December 31, 2020 and the contract defines base compensation and a bonus structure based on Viewpoint achieving certain financial targets. Mr. Shilales employment agreement is for a period of three years from the Viewpoint Closing Date and the contract defines the base compensation and a commission structure based on Viewpoint achieving certain financial targets. The bonus for Mr. Shilale is determined at the sole discretion of the Companys Board of Directors and management. Neither agreement provides for guaranteed increases to the base salary. The employment agreements contain provisions for termination and as a result of death or disability and entitles the employee to vacations and to participate in all employee benefit plans offered by the Company. In connection with the acquisition of The Door, each of the Door Members has entered into a four-year employment agreement with The Door, pursuant to which each Door Member has agreed not to transfer any shares of Common Stock received as consideration for the merger (the Share Consideration) in the first year following the closing date of the merger, no more than 1/3 of such Share Consideration in the second year and no more than an additional 1/3 of such Share Consideration in the third year. During the year ended December 31, 2017, 42West renewed two senior level management employment agreements each with a three-year term. The contracts define each individuals base compensation along with salary increases. The employment agreements contain provisions for termination and as a result of death or disability and entitles each of the employees to bonuses, commissions, vacations and to participate in all employee benefit plans offered by the Company. A third senior management level employee with an employment contract with similar terms as described above, left 42West during the nine months ended September 30, 2019. As a condition to the closing of the acquisition of 42West each of the three principal sellers entered into employment agreements (the Employment Agreements) with the Company and have agreed to continue as employees of the Company for a three-year term. Each of the Employment Agreements provides for a base salary with annual increases and contain provisions for termination and as a result of death or disability. During the term of the Employment Agreement, these persons are entitled to participate in all employee benefit plans, practices and programs maintained by the Company as well as are entitled to paid vacation in accordance with the Companys policy. Each of the Employment Agreements contains lock-up provisions pursuant to which each such person has agreed to certain transfer restrictions with respect to the shares of Common Stock received in connection with the acquisition of 42West. On April 5, 2018, the principal sellers of 42West signed amendments to their respective employment agreements that modified the annual bonus provisions. These amendments eliminated the rights of each of them (i) to be eligible to receive in accordance with the provisions of the Companys incentive compensation plan, a cash bonus for the calendar year 2017 if certain performance goals were achieved and (ii) to receive an annual bonus, for each year during the term of each such employment agreement, of $200,000 in shares of Common Stock based on the 30-day trading average closing price of such common stock. The amendment provides for each of the Principal Sellers to be eligible under the Companys incentive compensation plan to receive annual cash bonuses beginning with the calendar year 2018 based on the achievement of certain performance goals. No cash bonuses were paid during the nine months ended September 30, 2019 to the principal sellers of 42West. Letter of Credit Pursuant to the lease agreements of the 42West New York and Los Angeles office locations, the Company is required to issue letters of credit to secure the leases. On July 24, 2018, the Company renewed the letter of credit issued by City National Bank for the 42West office space in New York. The letter of credit is for $677,354 and originally expired on August 1, 2018. This letter of credit renews automatically annually unless City National Bank notifies the landlord 60-days prior to the expiration of the banks election not to renew the letter of credit. The Company granted City National Bank a security interest in bank account funds totaling $677,354 pledged as collateral for the letter of credit. On June 29, 2018, the Company issued a letter of credit through Bank United, in the amount of $50,000, reducing the borrowing capacity under the Loan Agreement by that amount. The letters of credit commit the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit. The Company was not aware of any material claims relating to its outstanding letters of credit as of September 30, 2019. Motion Picture Industry Pension Accrual Until April 2, 2019, 42West was a contributing employer to the Motion Picture Industry Pension Individual Account and Health Plans (collectively the Plans), two multiemployer pension funds and one multiemployer welfare fund, respectively, that are governed by the Employee Retirement Income Security Act of 1974, as amended. The Plans conducted an audit of 42Wests books and records for the period June 7, 2011 through August 20, 2016 in connection with the contribution obligations to the Plans. During 2018, 42West came to an agreement with the Plans to pay $314,256 over a twelve-month period. During the three and nine months ended September 30, 2019, it paid an aggregate amount of $27,921 and $174,651, respectively, to the Plans related to this agreement. As of December 31, 2018, the Company had accrued $174,651 in its consolidated balance sheet related to the audit. As $174,651 was paid in the nine months ended September 30, 2019, the accrual has been fully settled. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 SUBSEQUENT EVENTS On October 10, 2019, the Company paid $75,000 to one of the sellers of 42West for a Put Right that was exercised on September 24, 2019. On October 11, 2019, the Company issued a convertible promissory note agreement to a third-party investor and received $500,000. The convertible promissory note bears interest at a rate of 10% per annum and matures on October 11, 2021. The balance of the convertible promissory note and any accrued interest may be converted at the note holders option at any time at a purchase price based on the 30-day average closing market price per share of the Common Stock. On October 17, 2019, the Company entered into an underwriting agreement (the Underwriting Agreement) with Maxim Group LLC (Maxim) relating to an underwritten public offering of 2,700,000 shares of Common Stock at a price to the public of $0.78 per share. The offering closed on October 21, 2019 and the net proceeds to the Company were approximately $1.8 million, after deducting the underwriters discount and offering expenses payable by the Company. Pursuant to the Underwriting Agreement, we granted Maxim the option, exercisable for a period of 45 days, to purchase up to 405,000 shares of Common Stock to cover overallotments. Maxim has not exercised the option as of the date of this Quarterly Report on Form 10-Q. The Company intends to use the proceeds for general corporate purposes, including the acquisitions of complementary businesses and working capital. On October 31, 2019, pursuant to the Viewpoint Purchase Agreement, the Company owed $250,000 of consideration to the Viewpoint Shareholders. On October 31, 2019, the Company paid $65,938 and owes an additional $184,062 that had not been paid as of the filing of this Form 10-Q. On November 5, 2019, the Company issued a promissory note (the Note) in the amount of $350,000 and received $348,250, after a one half of one percent non-refundable origination fee, per the terms of the Note. The Note matures on November 4, 2021 and bears interest of 10% per annum payable on a monthly basis. The Company may prepay the Note, in whole or in part, without penalty, as long as a minimum interest amount of $17,500 has been paid. The proceeds of the Note will be used for working capital. |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [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), Cybergeddon Productions, LLC, Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC (Max Steel Holdings), Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, 42West, The Door and Viewpoint. The Company enters into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity (VIE). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company has included in its condensed consolidated financial statements the following VIEs: Max Steel Productions, LLC and JB Believe, LLC. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (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 Companys management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. The condensed consolidated balance sheet at December 31, 2018 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 Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018. |
Reclassifications | Reclassifications Reclassifications have been made to our condensed consolidated financial statements for the prior year period to conform to classifications used in 2019. |
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 expected revenue and costs for investments in digital and feature film projects, estimates of sales returns and other allowances, provisions for doubtful accounts and impairment assessments for investment in feature film projects, goodwill and intangible assets. Actual results could differ materially from such estimates. |
Update to Significant Accounting Policies | Update to Significant Accounting Policies Our significant accounting policies are detailed in "Note 3: Summary of Significant Accounting Policies" within Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2018. Significant changes to our accounting policies as a result of adopting Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Leases In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, which requires all assets and liabilities arising from leases to be recognized in our consolidated balance sheets. The Company adopted this new accounting guidance effective January 1, 2019. In July 2018, the FASB added an optional transition method which the Company elected upon adoption of the new standard. This allowed us to recognize and measure leases existing at January 1, 2019 without restating comparative information. In addition, the Company elected to apply the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. The Company determines if an arrangement is a lease at the lease commencement date. In addition to the Companys lease agreements, we review all material new vendor arrangements for potential embedded lease obligations. The asset balance related to operating leases is presented within right-of-use (ROU) asset on the Companys consolidated balance sheet. The current and noncurrent balances related to operating leases are presented as Lease liability, in their respective classifications, on the Companys consolidated balance sheet. The lease liability is recognized based on the present value of the remaining fixed lease payments discounted using the Companys incremental borrowing rate as of January 1, 2019. The ROU asset is calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date (i.e. prepaid rent) and initial direct costs incurred by Dolphin and excluding any lease incentives received from the lessor. The lease term for purposes of lease accounting may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease. For operating leases, the lease expense is recognized on a straight-line basis over the lease term. The Company accounts for its lease and non-lease components as a single component, and therefore both are included in the calculation of lease liability recognized on the consolidated balance sheets. See Note 18 (Leases) for further discussion. The Company did not adopt any other accounting pronouncement during the three and nine months ended September 30, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Not Yet Adopted In March 2019, the FASB issued new guidance on film production costs ASU 2019-02, (Entertainment Films- Other Assets Film Costs (Subtopic 926-20)). The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and may be adopted early. The new guidance aligns the accounting for the production costs of an episodic series with those of a film by removing the content distinction for capitalization. It also addresses presentation, requires new disclosures for produced and licensed content and addresses cash flow classification for license agreements to better reflect the economics of an episodic series. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. In October 2018, the FASB issued new guidance on consolidation ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and should be applied retrospectively with a cumulative effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The new guidance provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. In August 2018, the FASB issued new guidance on fair value measurement (ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value Measurement) 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. It is applicable to trade accounts receivable. The guidance is effective for fiscal years beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted. The Company does not expect adoption of this new guidance to have a material impact on its consolidated financial statements. |
MERGERS AND ACQUISITIONS (Table
MERGERS AND ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Viewpoint [Member] | |
Schedule of Consideration Transferred | The acquisition-date fair value of the consideration transferred totaled $1,960,165, which consisted of the following: Common Stock issued at closing (218,088 shares) $ 427,452 Cash Consideration paid at closing 750,000 Working capital adjustment, net 32,713 Cash Installment paid on April 30, 2019 250,000 Cash Installment to be paid on October 31, 2019 (included in other current liabilities) 250,000 Cash Installment to be paid on April 30, 2020 (included in other current liabilities) 250,000 $ 1,960,165 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the Viewpoint Closing Date (as adjusted): Cash $ 206,950 Accounts receivable 503,906 Other current assets 102,411 Property, equipment and leasehold improvements 183,877 Prepaid expenses 32,067 Intangible assets 450,000 Total identifiable assets acquired 1,479,211 Accrued expenses (165,284 ) Accounts payable (77,394 ) Deferred tax liability (182,416 ) Contract liability (190,854 ) Total liabilities assumed (615,948 ) Net identifiable assets acquired 863,263 Goodwill 1,096,902 Net assets acquired $ 1,960,165 |
Schedule of Original and Revised Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the original and revised fair values of the assets acquired and liabilities assumed at the acquisition date of October 31, 2018 and the related measurement period adjustments to the fair values: October 31, 2018 Measurement Period Adjustments September 30, Cash $ 206,950 $ $ 206,950 Accounts receivable 503,906 503,906 Other current assets 102,411 102,411 Property, equipment and leasehold improvements 183,877 183,877 Prepaid expenses 32,067 32,067 Intangible assets 450,000 450,000 Total identifiable assets acquired 1,479,211 1,479,211 Accrued expenses (165,284 ) (165,284 ) Accounts payable (77,394 ) (77,394 ) Contract liability (190,854 ) (190,854 ) Deferred tax liability (206,636 ) 24,220 (182,416 ) Total liabilities assumed (640,168 ) 24,220 (615,948 ) Net identifiable assets acquired 839,043 24,220 863,263 Goodwill 1,141,046 (44,144 ) 1,096,902 Net assets acquired $ 1,980,089 $ (19,924 ) $ 1,960,165 |
Schedule of Reconciliation of Initially Reported Fair Value to Adjusted Fair Value of Goodwill | The following is a reconciliation of the initially reported fair value to the adjusted fair value of goodwill: Goodwill originally reported at October 31, 2018 $ 1,141,046 Changes to estimated fair values Deferred tax liability (24,220 ) Working capital adjustment (19,924 ) Adjusted goodwill reported at September 30, 2019 $ 1,096,902 |
The Door [Member] | |
Schedule of Consideration Transferred | The acquisition-date fair value of the consideration transferred totaled $5,999,323, which consisted of the following: Common Stock issued on Door Closing Date (307,692 shares) $ 1,123,077 Common Stock issued on January 3, 2019 (307,692 shares) 1,123,077 Cash paid to Members on Door Closing Date 882,695 Members transaction costs paid on Door Closing Date 117,305 Cash paid October 2018 274,500 Cash paid on January 3, 2019 725,500 Contingent Consideration 1,620,000 Working capital adjustment ($46,000 paid in cash on March 12, 2019. $87,169 will be issued in shares of stock at a later date) 133,169 $ 5,999,323 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the Door Closing Date. Cash $ 89,287 Accounts receivable 469,344 Property, equipment and leasehold improvements 105,488 Prepaid expense 31,858 Other assets 30,667 Intangible assets 2,110,000 Total identifiable assets acquired 2,836,644 Accrued expenses (203,110 ) Accounts payable (1,064 ) Unearned income (15,500 ) Other liabilities (1,913 ) Deferred tax liabilities (593,949 ) Total liabilities assumed (815,536 ) Net identifiable assets acquired 2,021,108 Goodwill 3,978,215 Net assets acquired $ 5,999,323 |
Schedule of Proforma Results of Operations | The following presents the Companys pro forma consolidated operations after giving effect to the Viewpoint and the Door acquisition as if the Company had completed both acquisitions on January 1, 2018 and its results had been included in the consolidated results of the Company for the three and nine months ending September 30, 2018: For the three months ended September 30, For the nine months ended September 30, Revenue $ 6,588,679 $ 24,167,118 Net (loss) income $ (33,574 ) $ 513,120 |
Schedule of Original and Revised Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the original and revised estimated fair values of the assets acquired and liabilities assumed at the Door Closing Date and the related measurement period adjustments to the fair values: July 5, 2018 Measurement Period Adjustments September 30, 2019 (As adjusted) Cash $ 89,287 $ $ 89,287 Accounts receivable 469,344 469,344 Property, equipment and leasehold improvements 105,488 105,488 Prepaid expenses 31,858 31,858 Other assets 30,667 30,667 Intangible assets 2,110,000 2,110,000 Total identifiable assets acquired 2,836,644 2,836,644 Accrued expenses (203,110 ) (203,110 ) Accounts payable (1,064 ) (1,064 ) Unearned income (15,500 ) (15,500 ) Other liabilities (1,913 ) (1,913 ) Deferred tax liability (584,378 ) (9,571 ) (593,949 ) Total liabilities assumed (805,965 ) (9,571 ) (815,536 ) Net identifiable assets acquired 2,030,679 (9,571 ) 2,021,108 Goodwill 3,835,475 142,740 3,978,215 Net assets acquired $ 5,866,154 $ 133,169 $ 5,999,323 |
Schedule of Reconciliation of Initially Reported Fair Value to Adjusted Fair Value of Goodwill | The following is a reconciliation of the initially reported fair value to the adjusted fair value of goodwill: Goodwill originally reported at July 5, 2018 $ 3,835,475 Changes to estimated fair values Working capital adjustment 133,169 Deferred tax liability 9,571 Adjusted goodwill at September 30, 2019 $ 3,978,215 |
PROPERTY, EQUIPMENT AND LEASE_2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, equipment and leasehold | Property, equipment and leasehold improvement consists of: September 30, December 31, Furniture and fixtures $ 719,291 $ 713,075 Computers and equipment 1,679,782 1,636,391 Leasehold improvements 732,870 732,870 3,131,943 3,082,336 Less: accumulated depreciation and amortization (2,169,858 ) (1,899,816 ) Property, equipment and leasehold improvements, net $ 962,085 $ 1,182,520 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Door Marketing Group LLC [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Assumptions Used to Value Liabilities | The Company determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Inputs As of September 30, 2019 As of Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) 1.61% - 1.88 % 2.47% - 2.59 % Annual Asset Volatility Estimate 42.5 % 65.0 % |
Schedule of Liability Fair Value Categorized Within Level 3 | For the Contingent Consideration, which 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, 2018 to September 30, 2019: Beginning fair value balance reported on the consolidated balance sheet at December 31, 2018 $ 550,000 Change in fair value (gain) reported in the statements of operations (110,000 ) Ending fair value balance reported in the condensed consolidated balance sheet at September 30, 2019 $ 440,000 |
Put Rights [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Assumptions Used to Value Liabilities | The Company determined the fair value by using the following key inputs to the Black-Scholes Option Pricing Model: Inputs As of As of Equity volatility estimate 60.4% 65.0 % 35.0% 59.4 % Discount rate based on US Treasury obligations 1.69% 1.89 % 2.45% 2. 63 % |
Schedule of Liability Fair Value Categorized Within Level 3 | For the Put Rights, which measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from December 31, 2018 to September 30, 2019: Ending fair value balance reported in the consolidated balance sheet at December 31, 2018 $ 5,984,067 Put rights exercised in December 2018 paid in January 2019 (375,000 ) Change in fair value (gain) reported in the statements of operations (2,406,175 ) Put rights exercised September 2019 and not yet paid 75,000 Ending fair value of put rights reported in the condensed consolidated balance sheet at September 30, 2019 $ 3,277,892 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Summary of Financial Information for Variable Interest Entities | Max Steel Productions LLC JB Believe LLC As of and For the As of As of and For the As of and For the As of As of and For the (in USD) 2019 2019 2018 2018 2018 2019 2019 2018 2018 2018 Assets 7,379,851 7,978,887 8,722,453 182,267 205,725 Liabilities (11,816,966 ) (11,887,911 ) (12,228,022 ) (6,750,057 ) (6,741,834 ) (6,743,568 ) Revenues 78,990 427,153 7,616 7,616 Expenses (607,081 ) (633,371 ) (280,604 ) (173,339 ) (39,298 ) (9,834 ) (290 ) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Income Per Share | The following table sets forth the computation of basic and diluted (loss) income per share: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Numerator Net (loss) income attributable to Dolphin Entertainment common stock shareholders $ (350,831 ) $ 180,145 $ (1,120,090 ) $ 665,145 Deemed dividend (20,645 ) (20,645 ) Net (loss) income attributable to Dolphin Entertainment common stock shareholders and numerator for basic earnings per share $ (350,831 ) $ 159,500 $ (1,120,090 ) $ 644,500 Change in fair value of put rights (627,799 ) (2,406,175 ) (1,305,797 ) Numerator for diluted (loss) earnings per share $ (978,630 ) $ 159,500 $ (3,526,265 ) $ (661,297 ) Denominator Denominator for basic EPS - weighted-average shares 16,071,891 14,565,766 15,995,774 13,151,649 Effect of dilutive securities: Put rights 3,776,045 4,229,355 2,103,796 Denominator for diluted EPS - adjusted weighted-average shares 19,847,936 14,565,766 20,225,129 15,255,445 Basic (loss) earnings per share $ (0.02 ) $ 0.01 $ (0.07 ) $ 0.05 Diluted (loss) earnings per share $ (0.05 ) $ 0.01 $ (0.17 ) $ (0.04 ) |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | A summary of warrants outstanding at December 31, 2018 and issued, exercised and expired during the nine months ended September 30, 2019 is as follows: Warrants: Shares Weighted Avg. Balance at December 31, 2018 2,727,253 $ 3.62 Issued 412,500 2.00 Exercised Expired (1,000,000 ) 2.29 Balance at September 30, 2019 2,139,753 $ 3.61 |
Summary of Warrants Issued | A summary of Warrants G, H and I issued to T Squared is as follows: Warrants Number of Shares Exercise Original Exercise Exercise Expiration Warrant G 750,000 $ Expired $ 10.00 $ 2.29 January 31, 2019 Warrant H 250,000 $ Expired $ 12.00 $ 2.29 January 31, 2019 Warrant I 250,000 $ 2.00 $ 14.00 $ 2.29 January 31, 2020 1,250,000 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Assets by Segment | Three months ended Nine months ended Three months ended Nine months ended September 30, 2019 September 30, 2018 Revenues: EPD $ 5,940,440 $ 18,464,330 $ 5,720,264 $ 16,297,466 CPD 7,616 86,606 427,153 Total $ 5,948,056 $ 18,550,936 $ 5,720,264 $ 16,724,619 Segment Operating (Loss) Income: EPD $ (81,511 ) $ (892,269 ) $ 351,040 $ 1,316,723 CPD (1,330,660 ) (2,547,142 ) (889,880 ) (1,885,240 ) Total operating loss (1,412,171 ) (3,439,411 ) (538,840 ) (568,517 ) Interest expense (295,556 ) (884,665 ) (277,122 ) (810,521 ) Other income (expense) 1,356,896 3,203,986 176,656 1,505,352 (Loss) Income before income taxes $ (350,831 ) $ (1,120,090 ) $ (639,306 ) $ 126,314 As of September 30, 2019 2018 Total assets: EPD $ 35,774,237 $ 31,948,212 CPD 1,833,393 8,374,516 Total $ 37,607,630 $ 40,322,728 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Right of Use Asset or Lease Liability Calculations | January 1, September 30, Assets Right-of-use asset $ 7,547,769 $ 6,139,776 Liabilities Current Lease liability $ 1,394,479 $ 1,404,938 Noncurrent Lease liability $ 6,298,437 $ 5,269,239 Total lease liability $ 7,692,916 $ 6,674,177 |
Schedule of Lease Income and Expenses | The table below shows the lease income and expenses recorded in the consolidated statement of operations incurred during the three and nine months ended September 30, 2019. Lease costs Classification Three months Nine months Operating lease costs Selling, general and administrative expenses $ 529,694 $ 1,651,423 Operating lease costs Direct costs 60,861 182,583 Sublease income Selling, general and administrative expenses (94,738 ) Net lease costs $ 590,555 $ 1,739,268 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows: 2019 (excluding nine months ended September 30, 2019) $ 476,401 2020 1,892,725 2021 1,550,344 2022 926,500 2023 927,564 Thereafter 2,860,001 Total lease payments $ 8,633,535 Less: Imputed interest (1,959,443 ) Present value of lease liabilities $ 6,674,092 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 21, 2019 | Oct. 17, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Net loss | $ 350,831 | $ 891,867 | $ (122,608) | $ (180,145) | $ (170,474) | $ (832,958) | $ 1,120,090 | $ (665,145) | |||
Accumulated deficit | 95,649,264 | 95,649,264 | $ 94,529,174 | ||||||||
Working capital deficit | 15,725,022 | 15,725,022 | |||||||||
Maximum value of equity securities company can sell under Form S-3 | $ 30,000,000 | $ 30,000,000 | |||||||||
Common stock, par value | $ 0.015 | $ 0.015 | $ 0.015 | ||||||||
Subsequent Event [Member] | |||||||||||
Common stock issued under public offering | 2,700,000 | 2,700,000 | |||||||||
Stock price per share | $ 0.78 | ||||||||||
Proceeds from public offering | $ 1,800,000 | $ 1,800,000 |
MERGERS AND ACQUISITIONS (Viewp
MERGERS AND ACQUISITIONS (Viewpoint Acquisition) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 30, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Oct. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 21, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||||||
Cash payment | $ 230,076 | ||||||||||
Acquisition related costs | $ 182,504 | $ 217,174 | |||||||||
Favorable lease asset right of use | $ 6,139,776 | $ 6,139,776 | $ 7,547,769 | ||||||||
Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued price per share | $ 0.78 | ||||||||||
Viewpoint [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued price per share | $ 1.96 | ||||||||||
Price per share | $ 2.29 | ||||||||||
Cash payment | $ 750,000 | ||||||||||
Intangible assets | 450,000 | ||||||||||
Gross contractual amount | 509,406 | ||||||||||
Uncollectible accounts receivables | 5,500 | ||||||||||
Favorable lease asset right of use | $ 120,000 | ||||||||||
Viewpoint [Member] | Customer relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets | $ 220,000 | ||||||||||
Useful life of Intangible assets | 5 years | ||||||||||
Viewpoint [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets | $ 100,000 | ||||||||||
Useful life of Intangible assets | 5 years | ||||||||||
Viewpoint [Member] | Favorable lease [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets | $ 130,000 | ||||||||||
Useful life of Intangible assets | 26 months | ||||||||||
Viewpoint [Member] | Purchase Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Price per share | $ 2.29 | ||||||||||
Cash payment | $ 1,500,000 | ||||||||||
Cash payment in lieu of shares of Common Stock | $ 500,000 | ||||||||||
Viewpoint [Member] | Purchase Agreement [Member] | Initial Consideration [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued | 218,088 | ||||||||||
Cash payment | $ 750,000 | ||||||||||
Viewpoint [Member] | Purchase Agreement [Member] | Post-Closing Consideration [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment | $ 250,000 | $ 230,076 | |||||||||
Viewpoint [Member] | Purchase Agreement [Member] | Post-Closing Consideration [Member] | Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash payment | $ 250,000 | $ 250,000 |
MERGERS AND ACQUISITIONS (The D
MERGERS AND ACQUISITIONS (The Door Acquisition) (Details) - USD ($) | Mar. 12, 2019 | Jan. 03, 2019 | Jul. 05, 2018 | Oct. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 02, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 230,076 | |||||||||
Acquisition related costs | $ 182,504 | $ 217,174 | ||||||||
Goodwill | 15,996,977 | 15,996,977 | $ 15,922,601 | |||||||
Favorable lease asset right of use | 6,139,776 | 6,139,776 | $ 7,547,769 | |||||||
The Door [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Price per share | $ 3.65 | $ 3.25 | ||||||||
Shares issued in Earn Out Consideration | 1,538,462 | |||||||||
Cash payment | $ 117,305 | |||||||||
Cash payment in lieu of shares of Common Stock | 2,000,000 | |||||||||
Contingent Consideration | 1,620,000 | |||||||||
Goodwill | 3,978,215 | $ 3,978,215 | $ 3,978,215 | $ 1,141,046 | ||||||
Intangible assets | $ 2,110,000 | 450,000 | ||||||||
Discount rate | 16.50% | |||||||||
Volatility estimate | 42.50% | |||||||||
Ownership percentage | 25.00% | |||||||||
Other assets | $ 30,667 | $ 62,525 | ||||||||
Favorable lease asset right of use | $ 130,769 | |||||||||
The Door [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Risk-free discount rate | 1.61% | |||||||||
The Door [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Risk-free discount rate | 1.88% | |||||||||
The Door [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 1,010,000 | |||||||||
Useful life of Intangible assets | 10 years | |||||||||
The Door [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 670,000 | |||||||||
Useful life of Intangible assets | 10 years | |||||||||
The Door [Member] | Noncompete Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 260,000 | |||||||||
Useful life of Intangible assets | 2 years | |||||||||
The Door [Member] | Favorable lease [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 170,000 | |||||||||
Useful life of Intangible assets | 26 months | |||||||||
The Door [Member] | Merger Members [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Price per share | $ 3.25 | |||||||||
Cash payment | $ 2,000,000 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 2,000,000 | |||||||||
Merger Agreement Period | 4 years | |||||||||
Contingent Consideration | $ 7,000,000 | |||||||||
The Door [Member] | Merger Members [Member] | Initial Consideration [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 1,000,000 | |||||||||
Number of shares purchased | 307,692 | |||||||||
The Door [Member] | Merger Members [Member] | Post-Closing Consideration [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total number of shares to be issued for transaction | 307,692 | |||||||||
Cash payment | $ 725,500 | |||||||||
The Door [Member] | Merger Members [Member] | Second Installment in Advance [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 274,500 | |||||||||
The Door [Member] | Working capital adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 46,000 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 87,169 |
MERGERS AND ACQUISITIONS (42 We
MERGERS AND ACQUISITIONS (42 West Acquisition) (Details) - USD ($) | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 15, 2019 | Jul. 10, 2019 | Jun. 03, 2019 | May 22, 2019 | May 06, 2019 | Apr. 10, 2019 | Apr. 10, 2019 | Apr. 02, 2019 | Apr. 02, 2019 | Mar. 13, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Feb. 07, 2019 | Feb. 02, 2019 | Sep. 24, 2019 | Aug. 23, 2019 | Aug. 19, 2019 | Jul. 17, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Jun. 25, 2019 | Jun. 24, 2019 | Apr. 10, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Mar. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Mar. 29, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Mar. 30, 2018 | Feb. 23, 2018 |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Favorable lease asset right of use | $ 6,139,776 | $ 6,139,776 | $ 7,547,769 | |||||||||||||||||||||||||||||||||
42 West [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Membership interests acquired | 100.00% | |||||||||||||||||||||||||||||||||||
Favorable lease asset right of use | $ 277,878 | |||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | |||||||||||||||||||||||||||||||||||
Number of shares purchased | 1,187,087 | 822,442 | ||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 7,583,000 | |||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | |||||||||||||||||||||||||||||||||||
Value of shares exchanged | $ 412,500 | |||||||||||||||||||||||||||||||||||
Value of shares exchanged for convertible note payable | $ 702,500 | |||||||||||||||||||||||||||||||||||
Purchase price | $ 18,700,000 | |||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 1,906,011 | |||||||||||||||||||||||||||||||||||
Shares of Common Stock of additional consideration received by seller | 934,269 | |||||||||||||||||||||||||||||||||||
Amount of Potential Earn-out | $ 9,300,000 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Convertible note [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument amount | $ 702,500 | |||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 12, 2020 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | |||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | |||||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | 385,514 | |||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 150,000 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | |||||||||||||||||||||||||||||||||||
Number of shares purchased | 293,437 | |||||||||||||||||||||||||||||||||||
Number of shares purchased, value | 250,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 300,000 | $ 35,000 | $ 65,000 | $ 100,000 | $ 115,500 | $ 75,000 | |||||||||||||||||||||||||
Number of shares exchanged | 44,740 | |||||||||||||||||||||||||||||||||||
Shares exercised during the period | 44,740 | 37,961 | 5,422 | 21,692 | 3,796 | 7,049 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 8,134 | 87,040 | 44,740 | |||||||||||||||||||||
Shares exercised during the period, value | 100,000 | 75,000 | 350,000 | $ 50,000 | $ 75,000 | $ 100,000 | 200,000 | 35,000 | $ 65,000 | $ 100,000 | $ 100,000 | 115,500 | ||||||||||||||||||||||||
42 West [Member] | Put Rights previously exercised [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 76,194 | |||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 702,500 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Earn Out Consideration [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares purchased | 20,246 | |||||||||||||||||||||||||||||||||||
Percentage of common stock received by employee | 50.00% | |||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 75,000 | |||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | 75,000 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | Put Rights [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | 75,000 | |||||||||||||||||||||||||||||||||||
42 West [Member] | AdditionalDue [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 75,000 | |||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights Exercised [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares purchased | 90,835 | 293,437 | ||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 250,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 75,000 | $ 300,000 | $ 35,000 | $ 65,000 | $ 100,000 | $ 115,500 | |||||||||||||||||||||||||
42 West [Member] | 42West employees [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||
Cash payment in lieu of shares of Common Stock | $ 361,760 | $ 292,112 | $ 20,000 |
MERGERS AND ACQUISITIONS (Sched
MERGERS AND ACQUISITIONS (Schedule of Consideration Transferred) (Details) - USD ($) | Jul. 05, 2018 | Oct. 31, 2018 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Common Stock issued at closing | $ 87,169 | $ 2,246,154 | ||||
Cash Consideration paid at closing | $ 230,076 | |||||
Viewpoint [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock issued at closing | $ 427,452 | |||||
Cash Consideration paid at closing | 750,000 | |||||
Working capital adjustment, net | 32,713 | |||||
Cash Installment paid on April 30, 2019 | 250,000 | |||||
Cash Installment to be paid on October 31, 2019 (included in other current liabilities) | 250,000 | |||||
Cash Installment to be paid on April 30, 2020 (included in other current liabilities) | 250,000 | |||||
Fair value of the consideration transferred totaled | $ 1,960,165 | |||||
The Door [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock issued at closing | $ 1,123,077 | |||||
Common Stock issued in 2018 (980,911 shares) and on January 3, 2019 (307,692 shares) | 1,123,077 | |||||
Cash paid to Members' on Door Closing Date | 882,695 | |||||
Cash Consideration paid at closing | 117,305 | |||||
Cash paid October 2018 | 274,500 | |||||
Cash payable on January 3, 2019 | 725,500 | |||||
Contingent consideration | 1,620,000 | |||||
Working capital adjustment ($46,000 paid in cash on March 12, 2019. $87,169 will be issued in shares of stock at a later date) | 133,169 | |||||
Fair value of the consideration transferred totaled | $ 5,999,323 |
MERGERS AND ACQUISITIONS (Sch_2
MERGERS AND ACQUISITIONS (Schedule of Consideration Transferred) (Details) (Parenthetical) - shares | Jan. 03, 2019 | Jul. 05, 2018 | Oct. 31, 2018 |
The Door [Member] | |||
Business Acquisition [Line Items] | |||
Common Stock issued | 307,692 | 307,692 | |
Viewpoint [Member] | |||
Business Acquisition [Line Items] | |||
Common Stock issued | 218,088 |
MERGERS AND ACQUISITIONS (Sch_3
MERGERS AND ACQUISITIONS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 05, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 15,996,977 | $ 15,922,601 | ||
Viewpoint [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 206,950 | |||
Accounts receivable | 503,906 | |||
Other current assets | 102,411 | |||
Property, equipment and leasehold improvements | 183,877 | |||
Prepaid expenses | 32,067 | |||
Intangible assets | 450,000 | |||
Total identifiable assets acquired | 1,479,211 | |||
Accrued expenses | (165,284) | |||
Accounts payable | (77,394) | |||
Deferred tax liabilities | (182,416) | |||
Contract liability | (190,854) | |||
Total liabilities assumed | (615,948) | |||
Net identifiable assets acquired | 863,263 | |||
Goodwill | 1,096,902 | 1,096,902 | ||
Net assets acquired | 1,960,165 | |||
The Door [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 89,287 | |||
Accounts receivable | 469,344 | |||
Property, equipment and leasehold improvements | 105,488 | |||
Prepaid expenses | 31,858 | |||
Other assets | $ 62,525 | 30,667 | ||
Intangible assets | 450,000 | 2,110,000 | ||
Total identifiable assets acquired | 2,836,644 | |||
Accrued expenses | (203,110) | |||
Accounts payable | (1,064) | |||
Unearned income | (15,500) | |||
Other liabilities | (1,913) | |||
Deferred tax liabilities | (593,949) | |||
Total liabilities assumed | (815,536) | |||
Net identifiable assets acquired | 2,021,108 | |||
Goodwill | $ 3,978,215 | $ 1,141,046 | 3,978,215 | |
Net assets acquired | $ 5,999,323 |
MERGERS AND ACQUISITIONS (Sch_4
MERGERS AND ACQUISITIONS (Schedule of Proforma Results of Operations) (Details) - The Door [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 6,588,679 | $ 24,167,118 |
Net (loss) income | $ (33,574) | $ 513,120 |
MERGERS AND ACQUISITIONS (Sch_5
MERGERS AND ACQUISITIONS (Schedule of Original and Revised Estimated Fair Values of Assets and Liabilities Assumed) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 05, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 15,996,977 | $ 15,922,601 | ||
Viewpoint [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 206,950 | |||
Accounts receivable | 503,906 | |||
Other current assets | 102,411 | |||
Property, equipment and leasehold improvements | 183,877 | |||
Prepaid expenses | 32,067 | |||
Intangible assets | 450,000 | |||
Total identifiable assets acquired | 1,479,211 | |||
Accrued expenses | (165,284) | |||
Accounts payable | (77,394) | |||
Contract liability | 190,854 | |||
Deferred tax liability | (182,416) | |||
Total liabilities assumed | (615,948) | |||
Net identifiable assets acquired | 863,263 | |||
Goodwill | 1,096,902 | 1,096,902 | ||
Net assets acquired | 1,960,165 | |||
Viewpoint [Member] | As initially reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 206,950 | |||
Accounts receivable | 503,906 | |||
Other current assets | 102,411 | |||
Property, equipment and leasehold improvements | 183,877 | |||
Prepaid expenses | 32,067 | |||
Intangible assets | 450,000 | |||
Total identifiable assets acquired | 1,479,211 | |||
Accrued expenses | (165,284) | |||
Accounts payable | (77,394) | |||
Contract liability | (190,854) | |||
Deferred tax liability | (206,636) | |||
Total liabilities assumed | (640,168) | |||
Net identifiable assets acquired | 839,043 | |||
Goodwill | 1,141,046 | |||
Net assets acquired | 1,980,089 | |||
Viewpoint [Member] | Measurement Period Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | ||||
Accounts receivable | ||||
Other current assets | ||||
Property, equipment and leasehold improvements | ||||
Prepaid expenses | ||||
Intangible assets | ||||
Total identifiable assets acquired | ||||
Accrued expenses | ||||
Accounts payable | ||||
Contract liability | ||||
Deferred tax liability | 24,220 | |||
Total liabilities assumed | 24,220 | |||
Net identifiable assets acquired | 24,220 | |||
Goodwill | (44,144) | |||
Net assets acquired | (19,924) | |||
Viewpoint [Member] | As adjusted [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 206,950 | |||
Accounts receivable | 503,906 | |||
Other current assets | 102,411 | |||
Property, equipment and leasehold improvements | 183,877 | |||
Prepaid expenses | 32,067 | |||
Intangible assets | 450,000 | |||
Total identifiable assets acquired | 1,479,211 | |||
Accrued expenses | (165,284) | |||
Accounts payable | (77,394) | |||
Contract liability | (190,854) | |||
Deferred tax liability | (182,416) | |||
Total liabilities assumed | (615,948) | |||
Net identifiable assets acquired | 863,263 | |||
Goodwill | 1,096,902 | |||
Net assets acquired | 1,960,165 | |||
The Door [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 89,287 | |||
Accounts receivable | 469,344 | |||
Property, equipment and leasehold improvements | 105,488 | |||
Prepaid expenses | 31,858 | |||
Other assets | $ 62,525 | 30,667 | ||
Intangible assets | 450,000 | 2,110,000 | ||
Total identifiable assets acquired | 2,836,644 | |||
Accrued expenses | (203,110) | |||
Accounts payable | (1,064) | |||
Unearned income | (15,500) | |||
Other liabilities | (1,913) | |||
Deferred tax liability | (593,949) | |||
Total liabilities assumed | (815,536) | |||
Net identifiable assets acquired | 2,021,108 | |||
Goodwill | 3,978,215 | $ 1,141,046 | 3,978,215 | |
Net assets acquired | 5,999,323 | |||
The Door [Member] | As initially reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 89,287 | |||
Accounts receivable | 469,344 | |||
Property, equipment and leasehold improvements | 105,488 | |||
Prepaid expenses | 31,858 | |||
Other assets | 30,667 | |||
Intangible assets | 2,110,000 | |||
Total identifiable assets acquired | 2,836,644 | |||
Accrued expenses | (203,110) | |||
Accounts payable | (1,064) | |||
Unearned income | (15,500) | |||
Other liabilities | (1,913) | |||
Deferred tax liability | (584,378) | |||
Total liabilities assumed | (805,965) | |||
Net identifiable assets acquired | 2,030,679 | |||
Goodwill | 3,835,475 | |||
Net assets acquired | $ 5,866,154 | |||
The Door [Member] | Measurement Period Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | ||||
Accounts receivable | ||||
Property, equipment and leasehold improvements | ||||
Prepaid expenses | ||||
Other assets | ||||
Intangible assets | ||||
Total identifiable assets acquired | ||||
Accrued expenses | ||||
Accounts payable | ||||
Unearned income | ||||
Other liabilities | ||||
Deferred tax liability | (9,571) | |||
Total liabilities assumed | (9,571) | |||
Net identifiable assets acquired | (9,571) | |||
Goodwill | 142,740 | |||
Net assets acquired | 133,169 | |||
The Door [Member] | As adjusted [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 89,287 | |||
Accounts receivable | 469,344 | |||
Property, equipment and leasehold improvements | 105,488 | |||
Prepaid expenses | 31,858 | |||
Other assets | 30,667 | |||
Intangible assets | 2,110,000 | |||
Total identifiable assets acquired | 2,836,644 | |||
Accrued expenses | (203,110) | |||
Accounts payable | (1,064) | |||
Unearned income | (15,500) | |||
Other liabilities | (1,913) | |||
Deferred tax liability | (593,949) | |||
Total liabilities assumed | (815,536) | |||
Net identifiable assets acquired | 2,021,108 | |||
Goodwill | 3,978,215 | |||
Net assets acquired | $ 5,999,323 |
MERGERS AND ACQUISITIONS (Sch_6
MERGERS AND ACQUISITIONS (Schedule of Initially Reported Fair Value to Adjusted Fair Value of Goodwill) (Details) - USD ($) | 11 Months Ended | 15 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Changes to estimated fair values: | ||
Adjusted goodwill reported at | $ 15,996,977 | $ 15,996,977 |
Viewpoint [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill originally reported at | 1,096,902 | |
Changes to estimated fair values: | ||
Deferred tax liability | (24,220) | |
Working capital adjustment | (19,924) | |
Adjusted goodwill reported at | 1,096,902 | 1,096,902 |
The Door [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill originally reported at | 3,978,215 | |
Changes to estimated fair values: | ||
Deferred tax liability | 9,571 | |
Working capital adjustment | 133,169 | |
Adjusted goodwill reported at | $ 3,978,215 | $ 3,978,215 |
CAPITALIZED PRODUCTION COSTS,_2
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS (Capitalized Production Costs) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Production and distribution revenues | $ 7,616 | $ 86,606 | $ 427,153 | |||
Capitalized production costs | 224,024 | $ 224,024 | $ 724,585 | |||
Date of release | Oct. 14, 2016 | |||||
Amount of future revenue exchange against debt | $ 900,000 | |||||
Capitalized production costs impaired | 629,585 | $ 629,585 | ||||
Other deferred cost for property improvements | 65,414 | 65,414 | ||||
Motion Picture [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Capitalized production costs | 0 | 0 | 629,585 | |||
Amortization of capitalized film costs | $ 0 | $ 203,560 | ||||
Purchased Scripts [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Capitalized production costs | $ 221,536 | $ 221,536 | $ 95,000 |
CAPITALIZED PRODUCTION COSTS,_3
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS (Accounts Receivable and Other Assets) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 3,023,870 | $ 3,173,107 |
Allowance for doubtful accounts | 311,649 | 283,022 |
Other current assets | 576,799 | 620,970 |
Indemnification assets | 300,000 | |
Tax incentives | 60,000 | 60,000 |
Income tax receivable | 29,339 | 62,776 |
Capitalized costs | 18,918 | 76,313 |
Publicity Segment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net of allowance for doubtful accounts | 3,023,870 | 3,173,107 |
Allowance for doubtful accounts | 311,649 | 283,022 |
Motion Picture [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net of allowance for doubtful accounts | ||
Allowance for doubtful accounts | $ 227,280 | |
Deemed uncollectible accounts receivables from foreign distributor [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 116,067 |
PROPERTY, EQUIPMENT AND LEASE_3
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Furniture and fixtures | $ 719,291 | $ 719,291 | $ 713,075 |
Computers and equipment | 1,679,782 | 1,679,782 | 1,636,391 |
Leasehold improvements | 732,870 | 732,870 | 732,870 |
Property plant and equipment gross | 3,131,943 | 3,131,943 | 3,082,336 |
Less: accumulated depreciation and amortization | (2,169,858) | (2,169,858) | (1,899,816) |
Property, equipment and leasehold improvements, net | 962,085 | 962,085 | $ 1,182,520 |
Depreciation and amortization expense | $ 96,077 | $ 276,505 | |
Furniture and fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Furniture and fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Computer and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Computer and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years |
INVESTMENT (Details)
INVESTMENT (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Long-term Investments [Abstract] | ||
Number of cost method investment shares owned | 344,980 | |
Investments | $ 220,000 | $ 220,000 |
DEBT (Loan and Security Agreeme
DEBT (Loan and Security Agreement) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 23, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||||
Proceeds from line of credit | $ 1,700,390 | ||||||
Repayments of line of credit | 750,000 | ||||||
Restricted cash | $ 714,016 | 714,016 | $ 732,368 | ||||
Capitalized production costs | 224,024 | 224,024 | 724,585 | ||||
Line of credit | 1,700,390 | 1,700,390 | 1,700,390 | ||||
Interest expense | 295,556 | $ 277,122 | 884,665 | 810,521 | |||
Amount of future revenue exchange against debt | $ 900,000 | ||||||
Gain on extinguishment of debt, net | (709,097) | (687,811) | 53,271 | ||||
Line of Credit | P & A Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit maximum borrowing capacity | $ 14,500,000 | ||||||
Proceeds from line of credit | 12,500,000 | ||||||
Repayments of line of credit | 712,953 | 1,250,000 | |||||
Amount paid by unaffiliated party to lender | 4,500,000 | ||||||
Restricted cash | $ 1,250,000 | ||||||
Debt instrument maturity date | Aug. 25, 2017 | ||||||
Amount of corporate guarantee to secure loan | $ 4,500,000 | ||||||
Amount of backstop on loan from related party | $ 620,000 | ||||||
Line of credit interest rate description | Amounts borrowed under the credit facility accrued interest at either (i) a fluctuating per annum rate equal to the 5.5% plus a base rate or (ii) a per annum rate equal to 6.5% plus the LIBOR determined for the applicable interest period | ||||||
Line of credit | 0 | 0 | $ 682,842 | ||||
Interest expense | 13,411 | $ 0 | 60,660 | 112,490 | |||
Income recognized from direct costs from loan proceeds not used by distributor | $ 500,000 | ||||||
Amount of future revenue exchange against debt | $ 900,000 | ||||||
Gain on extinguishment of debt, net | $ 712,953 | $ 712,953 |
DEBT (Production Service Agreem
DEBT (Production Service Agreement) (Details) - Production Service Agreement [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 10,419,009 | $ 3,311,199 | $ 3,353,740 |
Producer fee owed to lender | $ 892,619 | ||
Debt instrument basis spread on variable rate | 8.50% | ||
Interest payable | $ 1,698,280 | $ 1,624,754 |
DEBT (Line of Credit) (Details)
DEBT (Line of Credit) (Details) - USD ($) | Mar. 15, 2018 | Mar. 28, 2018 | Mar. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||||||
Proceeds from line of credit | $ 1,700,390 | |||||
Line of credit | $ 1,700,390 | $ 1,700,390 | ||||
42 West [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit basis spread on variable rate | 0.25% | |||||
Line of credit | $ 2,250,000 | |||||
Number of shares purchased | 1,187,087 | 822,442 | ||||
Line credit maturity date | Mar. 15, 2020 | |||||
Line of credit outstanding | $ 1,700,390 | $ 1,700,390 | ||||
42 West [Member] | Standby Letters of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit | $ 750,000 | |||||
42 West [Member] | Put Agreements [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from line of credit | $ 1,690,000 | |||||
Number of shares purchased | 183,296 |
NOTES PAYABLE (Convertible Note
NOTES PAYABLE (Convertible Notes) (Details) - USD ($) | Aug. 12, 2019 | Jul. 09, 2019 | Jul. 05, 2018 | Sep. 25, 2019 | May 21, 2019 | May 20, 2019 | Mar. 25, 2019 | Mar. 21, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 20, 2019 | Jul. 23, 2019 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion converted amount | $ 75,000 | $ 273,425 | |||||||||||||||
Beneficial conversion feature | $ 166,887 | ||||||||||||||||
Loss on extinguishment of debt | $ 709,097 | 687,811 | (53,271) | ||||||||||||||
Interest expense | 295,556 | 277,122 | 884,665 | 810,521 | |||||||||||||
Interest Paid | 198,140 | 124,683 | |||||||||||||||
Interest payable | 1,698,280 | 1,698,280 | $ 1,624,755 | ||||||||||||||
Debt carrying amount current portion | 3,311,199 | 3,311,199 | 3,353,741 | ||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt Lincoln Park Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 1,100,000 | ||||||||||||||||
Debt instrument purchase price | $ 1,000,000 | ||||||||||||||||
Debt instrument interest rate | 9.09% | ||||||||||||||||
Debt instrument interest rate default | 18.00% | ||||||||||||||||
Debt instrument conversion price | $ 5 | ||||||||||||||||
Debt instrument conversion price percentage of common stock | 15.00% | ||||||||||||||||
Market price of common stock | $ 1.37 | ||||||||||||||||
Beneficial conversion feature | 139,072 | ||||||||||||||||
Warrants to purchase common stock | 137,500 | ||||||||||||||||
Exercise price | $ 2 | ||||||||||||||||
Interest expense | $ 166,887 | 33,361 | |||||||||||||||
Debt carrying amount noncurrent | 877,594 | 877,594 | |||||||||||||||
Debt discount | $ 100,000 | 83,334 | |||||||||||||||
Debt maturity date | May 21, 2021 | ||||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt Lincoln Park Note [Member] | Lincoln Park Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 137,500 | 137,500 | |||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt Lincoln Park Note [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument conversion price | $ 1 | ||||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt Lincoln Park Note [Member] | After allocating a portion of the convertible debt to the warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument conversion price | $ 1.18 | ||||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 150,000 | $ 250,000 | $ 200,000 | ||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Debt carrying amount noncurrent | 600,000 | 600,000 | |||||||||||||||
Debt maturity date | Jul. 9, 2021 | Sep. 25, 2021 | Mar. 25, 2021 | ||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt [Member] | 42West [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 702,500 | ||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Debt maturity date | Aug. 12, 2020 | ||||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt [Member] | 42West [Member] | Put Rights [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Shares exercised during the period | 76,194 | ||||||||||||||||
Convertible Debt [Member] | 2018 Pinnacle Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 1,500,000 | ||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||
Debt conversion converted, shares issued | 100,000 | ||||||||||||||||
Debt instrument conversion price | $ 3.25 | ||||||||||||||||
Market price of common stock | $ 3.65 | ||||||||||||||||
Interest expense | $ 184,614 | 30,000 | 90,000 | ||||||||||||||
Interest Paid | 30,769 | 92,307 | |||||||||||||||
Interest payable | 30,000 | 30,000 | |||||||||||||||
Debt carrying amount noncurrent | 1,469,231 | 1,469,231 | 1,376,924 | ||||||||||||||
Debt discount | 30,769 | 123,076 | |||||||||||||||
Debt maturity date | Jan. 5, 2020 | ||||||||||||||||
Prepayment penalty | 10.00% | ||||||||||||||||
Convertible Debt [Member] | 2017 Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 625,000 | ||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Debt conversion converted amount | $ 75,000 | ||||||||||||||||
Debt conversion converted, shares issued | 53,191 | ||||||||||||||||
Debt instrument conversion price | $ 1.41 | ||||||||||||||||
Market price of common stock | $ 1.81 | ||||||||||||||||
Loss on extinguishment of debt | $ 21,276 | ||||||||||||||||
Interest expense | 20,875 | 15,625 | 54,021 | 50,515 | |||||||||||||
Interest Paid | 31,903 | $ 15,208 | 66,368 | $ 58,564 | |||||||||||||
Interest payable | 17,209 | 17,209 | 4,861 | ||||||||||||||
Debt carrying amount current portion | 550,000 | 550,000 | 1,252,000 | ||||||||||||||
Debt carrying amount noncurrent | $ 600,000 | $ 600,000 | $ 75,000 | $ 75,000 |
NOTES PAYABLE (Nonconvertible N
NOTES PAYABLE (Nonconvertible Notes Payable) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 10, 2018 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 295,556 | $ 277,122 | $ 884,665 | $ 810,521 | ||
Interest Paid | 198,140 | 124,683 | ||||
Interest payable | 1,698,280 | 1,698,280 | $ 1,624,755 | |||
Debt carrying amount current portion | 3,311,199 | 3,311,199 | 3,353,741 | |||
Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 26,165 | 22,562 | 79,696 | 67,438 | ||
Interest Paid | 26,165 | $ 15,000 | 79,973 | $ 45,834 | ||
Interest payable | 6,038 | 6,038 | 6,315 | |||
Debt carrying amount current portion | 286,068 | 286,068 | 479,874 | |||
Debt carrying amount noncurrent | 747,012 | $ 747,012 | $ 612,359 | |||
Notes Payable [Member] | Notes Payable issued July 5, 2012 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument issuance date | Jul. 5, 2012 | |||||
Debt instrument amount | $ 300,000 | $ 300,000 | $ 492,233 | |||
Debt instrument rate | 10.00% | 10.00% | ||||
Debt instrument maturity date | Dec. 10, 2023 | |||||
Interest payable | $ 192,233 | $ 192,233 | ||||
Monthly payments | $ 10,459 | |||||
Notes Payable [Member] | Notes Payable issued November 30, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument issuance date | Nov. 30, 2017 | |||||
Debt instrument amount | $ 200,000 | $ 200,000 | ||||
Debt instrument rate | 10.00% | 10.00% | ||||
Debt instrument maturity date | Jan. 15, 2020 | |||||
Notes Payable [Member] | Notes Payable issued June 14, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 400,000 | $ 400,000 | ||||
Debt instrument rate | 10.00% | 10.00% | ||||
Debt instrument maturity date | Jun. 14, 2019 |
LOANS FROM RELATED PARTY (Detai
LOANS FROM RELATED PARTY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 295,556 | $ 277,122 | $ 884,665 | $ 810,521 | ||
Loan from related party | 1,107,873 | 1,107,873 | $ 1,107,873 | |||
Repayments of related party debt | 601,001 | |||||
Accrued interest | 1,698,280 | 1,698,280 | 1,624,755 | |||
Promissory Note [Member] | DE New Promissory Note [Member] | CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument amount | $ 1,009,624 | |||||
Debt instrument interest rate | 10.00% | |||||
Certain script costs and other payables added to note principal amount | $ 594,315 | |||||
Interest expense | 27,924 | 27,924 | 82,863 | 101,459 | ||
Loan from related party | 1,107,873 | 1,107,873 | 1,107,873 | |||
Repayments of related party debt | $ 0 | $ 601,001 | ||||
Accrued interest | $ 387,668 | $ 387,668 | $ 304,888 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 15, 2019 | Jul. 10, 2019 | Jun. 03, 2019 | May 22, 2019 | May 06, 2019 | Apr. 02, 2019 | Mar. 13, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Feb. 07, 2019 | Feb. 02, 2019 | Jul. 05, 2018 | Sep. 24, 2019 | Aug. 23, 2019 | Aug. 19, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Jun. 25, 2019 | Jun. 24, 2019 | Apr. 10, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Mar. 28, 2018 | Mar. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Change in fair value of put rights | $ (627,799) | $ (2,406,175) | $ (1,305,797) | |||||||||||||||||||||||||||||
Current liabilities | $ 21,590,506 | $ 21,590,506 | $ 21,936,919 | |||||||||||||||||||||||||||||
Rights outstanding | 1,250,000 | 1,250,000 | ||||||||||||||||||||||||||||||
Put Rights [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Change in fair value of warrant liability | $ 627,799 | $ 110,840 | $ 2,406,175 | $ 1,305,797 | ||||||||||||||||||||||||||||
Change in fair value of put rights | 3,277,892 | 5,984,067 | ||||||||||||||||||||||||||||||
Contingent Consideration [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Contingent consideration | 440,000 | $ 440,000 | $ 550,000 | |||||||||||||||||||||||||||||
42 West [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares purchased | 1,187,087 | 822,442 | ||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 7,583,000 | |||||||||||||||||||||||||||||||
Price per share | $ 9.22 | |||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 1,906,011 | |||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 75,000 | |||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares purchased | 183,296 | |||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 20,246 | |||||||||||||||||||||||||||||||
42 West [Member] | Common Stock | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | |||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | 385,514 | |||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares purchased | 293,437 | |||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 250,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 300,000 | $ 35,000 | $ 65,000 | $ 100,000 | $ 115,500 | $ 75,000 | |||||||||||||||||||||
Owes amount for put rights exercised | $ 75,000 | |||||||||||||||||||||||||||||||
Price per share | $ 1.08 | |||||||||||||||||||||||||||||||
Shares exercised during the period | 44,740 | 37,961 | 5,422 | 21,692 | 3,796 | 7,049 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 8,134 | 87,040 | 44,740 | |||||||||||||||||
Convertible note payable | $ 702,500 | $ 702,500 | ||||||||||||||||||||||||||||||
Rights outstanding | 76,194 | 76,194 | ||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Owes amount for put rights exercised paid | $ 75,000 | |||||||||||||||||||||||||||||||
Door Marketing Group LLC [Member] | Contingent Consideration [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Price per share | $ 3.25 | $ 3.25 | ||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 1,538,462 | |||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration, value | $ 2,000,000 | |||||||||||||||||||||||||||||||
Contingent consideration | $ 1,620,000 | 1,620,000 | ||||||||||||||||||||||||||||||
The Door [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Price per share | $ 3.65 | $ 3.25 | ||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 1,538,462 | |||||||||||||||||||||||||||||||
The Door [Member] | Contingent Consideration [Member] | ||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||||||||||||||||
Change in fair value of warrant liability | $ 20,000 | $ 110,000 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value Assumptions Used to Value Liabilities, Put Rights) (Details) - Put Rights [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity volatility estimate | 60.40% | 35.00% |
Discount rate based on US Treasury obligations | 1.69% | 2.45% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity volatility estimate | 65.00% | 59.40% |
Discount rate based on US Treasury obligations | 1.89% | 2.63% |
FAIR VALUE MEASUREMENTS (Sche_2
FAIR VALUE MEASUREMENTS (Schedule of Liability Fair Value Categorized Within Level 3, Put Rights) (Details) - Put Rights [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Beginning fair value balance reported on the consolidated balance sheet | $ 5,984,067 | |||
Put rights exercised in December 2018 paid in January 2019 | (375,000) | |||
Change in fair value (gain) reported in the statements of operations | $ (627,799) | $ (110,840) | (2,406,175) | $ (1,305,797) |
Put rights exercised September 2019 and not yet paid | 75,000 | 75,000 | ||
Ending fair value of put rights reported in the condensed consolidated balance sheet at September 30, 2019 | $ 3,277,892 | $ 3,277,892 |
FAIR VALUE MEASUREMENTS (Sche_3
FAIR VALUE MEASUREMENTS (Schedule of Fair Value Assumptions Used to Value Liabilities, Contingent Consideration) (Details) - Contingent Consideration [Member] - The Door [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Annual Asset Volatility Estimate | 42.50% | 65.00% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 1.61% | 2.47% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) | 1.88% | 2.59% |
FAIR VALUE MEASUREMENTS (Sche_4
FAIR VALUE MEASUREMENTS (Schedule of Liability Fair Value Categorized Within Level 3, Contingent Consideration) (Details) - Contingent Consideration [Member] - The Door [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning fair value balance reported on the consolidated balance sheet | $ 550,000 | |
Change in fair value (gain) reported in the statements of operations | $ (20,000) | (110,000) |
Ending fair value balance reported in the condensed consolidated balance sheet | $ 440,000 | $ 440,000 |
CONTRACT LIABILITIES (Details)
CONTRACT LIABILITIES (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 311,484 | $ 522,620 |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | ||||||
Capitalized production costs | $ 224,024 | $ 224,024 | $ 724,585 | |||
Allowance for doubtful accounts | 311,649 | 311,649 | 283,022 | |||
Revenue | 5,948,056 | $ 5,720,264 | 18,550,936 | $ 16,724,619 | ||
Debt | 3,311,199 | 3,311,199 | 3,353,741 | |||
Accrued interest | 1,698,280 | $ 1,698,280 | 1,624,755 | |||
JB Believe, LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Membership interest | 25.00% | |||||
Due from related party | 6,491,834 | $ 6,491,834 | ||||
Production Service Agreement [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt instrument face amount | 3,311,199 | 3,311,199 | 3,353,740 | $ 10,419,009 | ||
Producer fee owed to lender | $ 892,619 | |||||
Motion Picture [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Capitalized production costs | $ 0 | 0 | 629,585 | |||
Receivables collected | 116,067 | |||||
Allowance for doubtful accounts | 227,280 | |||||
Write off accounts receivable | $ 618,165 | |||||
Proceeds from the international sales agreements and certain tax credits that were used to repay amounts due under the Production Service Agreement | 116,067 | $ 4,582 | ||||
Motion Picture [Member] | JB Believe, LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Repayments of investments | 3,200,000 | |||||
Amount paid to release film | $ 5,000,000 |
VARIABLE INTEREST ENTITIES (Sum
VARIABLE INTEREST ENTITIES (Summary of Financial Information for Variable Interest Entities) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Max Steel Productions, LLC [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets | $ 7,379,851 | $ 8,722,453 | $ 7,379,851 | $ 8,722,453 | $ 7,978,887 |
Liabilities | (11,816,966) | (12,228,022) | (11,816,966) | (12,228,022) | (11,887,911) |
Revenues | 78,990 | 427,153 | |||
Expenses | (633,371) | (173,339) | (607,081) | (280,604) | |
JB Believe, LLC [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 182,267 | 182,267 | 205,725 | ||
Liabilities | (6,750,057) | (6,743,568) | (6,750,057) | (6,743,568) | (6,741,834) |
Revenues | 7,616 | 7,616 | |||
Expenses | $ (9,834) | $ (39,298) | $ (290) |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | May 09, 2017 | Feb. 23, 2016 | |
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 10,000,000 | ||
Preferred stock, description | An Eligible Class C Preferred Stock Holder means any of (i) DE LLC for so long as Mr. ODowd continues to beneficially own at least 90% of DE LLC and serves on its board of directors or other governing entity, (ii) any other entity in which Mr. ODowd beneficially owns more than 90%, or a trust for the benefit of others, for which Mr. ODowd serves as trustee. | ||
EBITDA, amount | $ 3,000,000 | ||
Series C Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 50,000 | 1,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock liquidation value | $ 0.001 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Narrative) (Details) - USD ($) | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 10, 2019 | Jun. 03, 2019 | May 22, 2019 | May 06, 2019 | Apr. 10, 2019 | Apr. 02, 2019 | Apr. 02, 2019 | Mar. 13, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Feb. 07, 2019 | Jan. 03, 2019 | Jul. 05, 2018 | Sep. 24, 2019 | Aug. 23, 2019 | Aug. 19, 2019 | Jul. 17, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Jun. 25, 2019 | Jun. 24, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 31, 2019 | Oct. 21, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued in conversion of debt, value | $ 75,000 | $ 273,425 | |||||||||||||||||||||||||||||||
Common stock, issued | 14,641,466 | 14,123,157 | |||||||||||||||||||||||||||||||
Common stock, Outstanding | 14,641,466 | 14,123,157 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.78 | ||||||||||||||||||||||||||||||||
Common stock, issued | 2,700,000 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Common Stock issued | 307,692 | 307,692 | |||||||||||||||||||||||||||||||
Convertible promissory note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued in conversion of debt | 53,191 | ||||||||||||||||||||||||||||||||
Shares issued in conversion of debt, value | $ 75,000 | ||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1.41 | ||||||||||||||||||||||||||||||||
The Door [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Common Stock issued | 307,692 | 307,692 | |||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | ||||||||||||||||||||||||||||||||
42 West [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | 385,514 | ||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 150,000 | ||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued in conversion of debt, value | $ 702,500 | ||||||||||||||||||||||||||||||||
Shares exercised during the period | 44,740 | 37,961 | 5,422 | 21,692 | 3,796 | 7,049 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 8,134 | 87,040 | 44,740 | ||||||||||||||||||
Shares exercised during the period, value | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 75,000 | $ 100,000 | $ 200,000 | $ 35,000 | $ 65,000 | $ 100,000 | $ 100,000 | $ 115,500 | |||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator | ||||||||
Net (loss) income attributable to Dolphin Entertainment common stock shareholders | $ (350,831) | $ (891,867) | $ 122,608 | $ 180,145 | $ 170,474 | $ 832,958 | $ (1,120,090) | $ 665,145 |
Deemed dividend | (20,645) | (20,645) | ||||||
Net(loss) income attributable to Dolphin Entertainment shareholders and numerator for basic earnings per share | (350,831) | 159,500 | (1,120,090) | 644,500 | ||||
Change in fair value of put rights | (627,799) | (2,406,175) | (1,305,797) | |||||
Numerator for diluted (loss) earnings per share | $ (978,630) | $ 159,500 | $ (3,526,265) | $ (661,297) | ||||
Denominator | ||||||||
Denominator for basic EPS - weighted-average shares | 16,071,891 | 14,565,766 | 15,995,774 | 13,151,649 | ||||
Effect of dilutive securities: | ||||||||
Put rights | 3,776,045 | 4,229,355 | 2,103,796 | |||||
Denominator for diluted EPS - adjusted weighted-average shares | 19,847,936 | 14,565,766 | 20,225,129 | 15,255,445 | ||||
Basic (loss) earnings per share | $ (0.02) | $ 0.01 | $ (0.07) | $ 0.05 | ||||
Diluted (loss) earnings per share | $ (0.05) | $ 0.01 | $ (0.17) | $ (0.04) |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 22, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 20, 2019 | Jul. 23, 2019 | May 21, 2019 | |
Underwriter [Member] | Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 1,453 | |||||
Number of shares issued and sold | 175,750 | |||||
Warrants Series "G", "H" and "I" [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.02 | |||||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 1,215,000 | |||||
Exercise price | $ 4.74 | |||||
Warrant [Member] | Underwriter [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 4.74 | $ 4.74 | ||||
Number of shares issued and sold | 85,050 | |||||
Sale of stock price per share | $ 4.74 | |||||
Lincoln Park Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 2 | $ 2 | $ 2 | |||
Warrants to purchase common stock | 412,500 | 412,500 | 137,500 | |||
Warrants fair value | $ 190,000 | $ 190,000 | $ 190,000 |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Shares | |
Balance at December 31, 2018 | shares | 2,727,253 |
Issued | shares | 412,500 |
Exercised | shares | |
Expired | shares | (1,000,000) |
Balance at September 30, 2019 | shares | 2,139,753 |
Weighted Avg. Exercise Price | |
Balance at December 31, 2018 | $ / shares | $ 3.62 |
Issued | $ / shares | 2 |
Exercised | $ / shares | |
Expired | $ / shares | 2.29 |
Balance at September 30, 2019 | $ / shares | $ 3.61 |
WARRANTS (Summary of Warrants I
WARRANTS (Summary of Warrants Issued) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares | 1,250,000 | |
Warrant G | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 750,000 | |
Exercise price | $ 2.29 | |
Original Exercise Price | $ 10 | |
Expiration Date | Jan. 31, 2019 | |
Warrant H | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 250,000 | |
Exercise price | 2.29 | |
Original Exercise Price | $ 12 | |
Expiration Date | Jan. 31, 2019 | |
Warrant I | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 250,000 | |
Exercise price | $ 2 | $ 2.29 |
Original Exercise Price | $ 14 | |
Expiration Date | Jan. 31, 2020 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 03, 2019 | Aug. 12, 2019 | May 22, 2019 | May 06, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Feb. 07, 2019 | Sep. 24, 2019 | Aug. 23, 2019 | Aug. 19, 2019 | Jun. 30, 2019 | Jun. 25, 2019 | Jun. 24, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | Dec. 31, 2012 |
Common Stock [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares issued during period | 20,750 | ||||||||||||||||||||||
42 West [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Aggregate common shares Sellers have the right to cause the Company to purchase per Put Agreement, purchase price per share | $ 9.22 | $ 9.22 | |||||||||||||||||||||
Number of shares purchased by Company through Put Rights | 54,230 | ||||||||||||||||||||||
Aggregate cost of shares purchased by Company through Put Rights | $ 500,000 | ||||||||||||||||||||||
42 West [Member] | Common Stock [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | 385,514 | ||||||||||||||||||||
42 West [Member] | Put Rights [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares exercised during the period | 44,740 | 37,961 | 5,422 | 21,692 | 3,796 | 7,049 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 8,134 | 87,040 | 44,740 | ||||||||
CEO [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Annual compensation owed to related party per signed agreement | $ 250,000 | ||||||||||||||||||||||
Signing bonus owed to related party per signed agreement | $ 1,000,000 | ||||||||||||||||||||||
Accrued compensation | $ 2,637,500 | $ 2,637,500 | $ 2,625,000 | ||||||||||||||||||||
Accrued interest | 1,427,054 | 1,427,054 | $ 1,230,719 | ||||||||||||||||||||
Interest expense | $ 66,164 | $ 66,164 | $ 196,336 | $ 192,745 | |||||||||||||||||||
Interest rate | 10.00% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 5,948,056 | $ 5,720,264 | $ 18,550,936 | $ 16,724,619 | |
Total Operating Loss | (1,412,171) | (538,840) | (3,439,411) | (568,517) | |
Interest expense | (295,556) | (277,122) | (884,665) | (810,521) | |
Other income (expense) | 1,356,896 | 176,656 | 3,203,986 | 1,505,352 | |
(Loss) income before income taxes | (350,831) | (639,306) | (1,120,090) | 126,314 | |
Total assets | 37,607,630 | 40,322,728 | 37,607,630 | 40,322,728 | $ 37,989,594 |
Accumulated amortization on intangible assets | 3,884,448 | 16,614,335 | 3,884,448 | 16,614,335 | $ 2,714,785 |
42 West [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Intangible assets acquired | 7,696,885 | ||||
Accumulated amortization on intangible assets | 3,884,448 | 3,884,448 | |||
Entertainment publicity and marketing segment [Member] | 42 West [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill acquired | 15,996,977 | ||||
Goodwill impairment | 1,857,000 | ||||
EPD [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 5,940,440 | 5,720,264 | 18,464,330 | 16,297,466 | |
Total Operating Loss | (81,511) | 351,040 | (892,269) | 1,316,723 | |
Total assets | 35,774,237 | 31,948,212 | 35,774,237 | 31,948,212 | |
CPD [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 7,616 | 86,606 | 427,153 | ||
Total Operating Loss | (1,330,660) | (889,880) | (2,547,142) | (1,885,240) | |
Total assets | $ 1,833,393 | $ 8,374,516 | $ 1,833,393 | $ 8,374,516 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 19, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Weighted average remaining lease term | 6 years | ||
Newton, Massachusetts Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Mar. 31, 2021 | Mar. 31, 2021 | |
Operating lease term | 5 years | 5 years | |
Operating lease security deposit | $ 36,662 | $ 55,014 | |
New York Office Space [Member] | Door [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Aug. 31, 2020 | ||
Operating lease security deposit | $ 29,000 | ||
Operating lease payment | $ 150,973 | ||
New York Office Space [Member] | 42 West [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Dec. 31, 2026 | ||
Operating lease term | 5 years | ||
Value of Standby Letter or Credit used to secure operating lease | $ 677,354 | ||
Chicago Office Space [Member] | Door [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | May 31, 2020 | ||
Operating lease security deposit | $ 1,500 | ||
Monthly rent payment owed under operating lease agreement | $ 2,200 | ||
California Office Space [Member] | 42 West [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Dec. 31, 2021 | ||
Operating lease term | 5 years | ||
Value of Standby Letter or Credit used to secure operating lease | $ 50,000 | ||
Operating lease security deposit | 44,788 | ||
Early termination fee per operating lease agreement | $ 637,000 | ||
Los Angelas, California Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Jul. 31, 2019 | ||
Operating lease security deposit | $ 32,337 | ||
Percentage of annual increase in lease amount | 3.00% | ||
Percentage of annual increase in remainder of lease | 3.50% | ||
Monthly rent payment owed under operating lease agreement | $ 13,746 | ||
Monthly rental income for first twelve months per sublease agreement | 14,892 | ||
Monthly rental income remainder of sublease agreement | 15,338 | ||
Operating lease security deposits returned | $ 30,802 | ||
Incremental borrowings rate | 8.00% | ||
Coral Gables, Florida Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease term | 62 months | ||
Percentage of annual increase in lease amount | 3.00% | ||
Monthly rent payment owed under operating lease agreement | $ 9,954 |
LEASES (Schedule of Right of Us
LEASES (Schedule of Right of Use Asset or Lease Liability Calculations) (Details) - USD ($) | Sep. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Assets | |||
Right of use asset | $ 6,139,776 | $ 7,547,769 | |
Current | |||
Lease liability | 1,404,938 | 1,394,479 | |
Noncurrent | |||
Lease liability | 5,269,239 | 6,298,437 | |
Total lease liability | $ 6,674,177 | $ 7,692,916 |
LEASES (Schedule of Lease Incom
LEASES (Schedule of Lease Income and Expenses) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Net lease costs | $ 590,555 | $ 1,739,268 |
Selling, general and administrative expenses [Member] | ||
Operating lease costs | 529,694 | 1,651,423 |
Sublease income | (94,738) | |
Direct costs [Member] | ||
Operating lease costs | $ 60,861 | $ 182,583 |
LEASES (Schedule of Maturities
LEASES (Schedule of Maturities of Lease Liabilities) (Details) - USD ($) | Sep. 30, 2019 | Jan. 02, 2019 |
Leases [Abstract] | ||
2019 (excluding nine months ended September 30, 2019) | $ 476,401 | |
2020 | 1,892,725 | |
2021 | 1,550,344 | |
2022 | 926,500 | |
2023 | 927,564 | |
Thereafter | 2,860,001 | |
Total lease payments | 8,633,535 | |
Less: Imputed interest | (1,959,443) | |
Present value of lease liabilities | $ 6,674,177 | $ 7,692,916 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Apr. 05, 2018 | Sep. 30, 2019 | Jun. 29, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 29, 2018 | Dec. 31, 2017 |
Other Commitments [Line Items] | |||||||
Common shares authorized under 2017 Plan | 1,000,000 | ||||||
2017 Plan description | The 2017 Plan imposes individual limitations on the amount of certain Awards, in part with the intention to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). Under these limitations, in any fiscal year of the Company during any part of which the 2017 Plan is in effect, no participant may be granted (i) stock options or stock appreciation rights with respect to more than 300,000 shares, or (ii) performance shares (including shares of restricted stock, restricted stock units, and other stock based-awards that are subject to satisfaction of performance goals) that the Compensation Committee intends to be exempt from the deduction limitations under Section 162(m) of the Code, with respect to more than 300,000 shares, in each case, subject to adjustment in certain circumstances. The maximum amount that may be paid out to any one participant as performance units that the Compensation Committee intends to be exempt from the deduction limitations under Section 162(m) of the Code, with respect to any 12-month performance period is $1,000,000 (pro-rated for any performance period that is less than 12 months), and with respect to any performance period that is more than 12 months, $2,000,000. | ||||||
401(K) profit sharing plan contributions | $ 77,000 | $ 275,535 | |||||
Contribution description | The Company matches 100% of the first 3% contributed by the employee and then 50% up to a maximum of 4% contributed by the employee. | ||||||
Bonus expenses | $ 200,000 | ||||||
Amount accrued of plan audit | $ 300,000 | ||||||
Amount paid for agreement | $ 314,256 | ||||||
Total transaction | 27,921 | 174,651 | |||||
Accrued liabilities | $ 174,651 | ||||||
42 West [Member] | |||||||
Other Commitments [Line Items] | |||||||
401(K) profit sharing plan contributions | 214,407 | ||||||
42 West [Member] | Bank United [Member] | |||||||
Other Commitments [Line Items] | |||||||
Letter of credit | $ 50,000 | ||||||
New York Office Space [Member] | 42 West [Member] | |||||||
Other Commitments [Line Items] | |||||||
Value of Standby Letter or Credit used to secure operating lease | 677,354 | 677,354 | |||||
New York Office Space [Member] | 42 West [Member] | City National Bank [Member] | |||||||
Other Commitments [Line Items] | |||||||
Value of Standby Letter or Credit used to secure operating lease | $ 677,354 | 677,354 | |||||
Minimum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Loss on litigation settlement | 0 | ||||||
Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Loss on litigation settlement | $ 325,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 05, 2019 | Oct. 11, 2019 | Oct. 10, 2019 | Oct. 31, 2019 | Oct. 21, 2019 | Oct. 17, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 30, 2017 |
Subsequent Event [Line Items] | |||||||||
Proceeds from promissory note | $ 1,600,000 | $ 1,500,000 | |||||||
Payment for consideration | $ 230,076 | ||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock issued under public offering | 405,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price | $ 0.78 | ||||||||
Common stock issued under public offering | 2,700,000 | 2,700,000 | |||||||
Public offering closing date | Oct. 21, 2019 | ||||||||
Proceeds from public offering | $ 1,800,000 | $ 1,800,000 | |||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 10.00% | ||||||||
Maturity date | Nov. 4, 2021 | ||||||||
Issuance of promissory note | $ 350,000 | ||||||||
Proceeds from promissory note | 348,250 | ||||||||
Minimum interest amount | $ 17,500 | ||||||||
Subsequent Event [Member] | Convertible promissory note [Member] | Third-party investor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible promissory note | $ 500,000 | ||||||||
Interest rate | 10.00% | ||||||||
Maturity date | Oct. 11, 2021 | ||||||||
42 West [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consideration | $ 18,700,000 | ||||||||
42 West [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares exercised during the period, value | $ 75,000 | ||||||||
Viewpoint [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consideration | $ 250,000 | ||||||||
Payment for consideration | 65,938 | ||||||||
Unpaid consideration | $ 184,062 |