Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Dolphin Entertainment, Inc. | ||
Entity Central Index Key | 0001282224 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 12,686,688 | ||
Entity Common Stock, Shares Outstanding | 19,997,752 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity File Number | 001-38331 | ||
Entity Incorporation State Code | FL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current | ||
Cash and cash equivalents | $ 2,196,249 | $ 5,542,272 |
Restricted cash | 714,089 | 732,368 |
Accounts receivable, net | 3,581,155 | 3,173,107 |
Other current assets | 372,872 | 620,970 |
Total current assets | 6,864,365 | 10,068,717 |
Capitalized production costs, net | 203,036 | 724,585 |
Right-of-use asset | 7,435,903 | |
Intangible assets, net of amortization of $4,299,794 and 2,714,785, respectively | 8,361,539 | 9,395,215 |
Goodwill | 17,947,989 | 15,922,601 |
Property, equipment and leasehold improvements, net | 1,036,849 | 1,182,520 |
Investments | 220,000 | 220,000 |
Deposits | 502,045 | 475,956 |
Total Assets | 42,571,726 | 37,989,594 |
Current | ||
Accounts payable | 832,089 | 944,232 |
Other current liabilities | 5,373,809 | 5,613,753 |
Line of credit | 1,700,390 | 1,700,390 |
Put Rights | 2,879,403 | 4,281,595 |
Accrued compensation | 2,625,000 | 2,625,000 |
Debt | 3,311,198 | 4,036,582 |
Loan from related party | 1,107,873 | 1,107,873 |
Lease liability | 1,610,022 | |
Contract liabilities | 309,880 | 522,620 |
Convertible notes payable | 2,452,960 | 625,000 |
Note payable | 288,237 | 479,874 |
Total current liabilities | 22,490,861 | 21,936,919 |
Noncurrent | ||
Put Rights | 124,144 | 1,702,472 |
Convertible notes payable | 1,907,575 | 1,376,924 |
Note payable | 1,074,122 | 612,359 |
Contingent consideration | 330,000 | 550,000 |
Lease liability | 6,386,209 | |
Other noncurrent liabilities | 570,000 | 1,034,393 |
Total noncurrent liabilities | 10,392,050 | 5,276,148 |
Total Liabilities | 32,882,911 | 27,213,067 |
Commitment and contingencies (Note 21) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.015 par value, 200,000,000 shares authorized, 17,892,900 and, 14,123,157, respectively, issued and outstanding at December 31, 2019 and 2018 | 268,402 | 211,849 |
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at December 31, 2019 and 2018 | 1,000 | 1,000 |
Additional paid in capital | 105,443,656 | 105,092,852 |
Accumulated deficit | (96,024,243) | (94,529,174) |
Total Stockholders' Equity | 9,688,815 | 10,776,527 |
Total Liabilities and Stockholders' Equity | $ 42,571,726 | $ 37,989,594 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets, accumulated amortization | $ 4,299,794 | $ 2,714,785 |
Stockholders' Equity | ||
Preferred stock, authorized shares | 50,000 | |
Common stock, par value | $ 0.015 | $ 0.015 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 17,892,900 | 14,123,157 |
Common stock, Outstanding | 17,892,900 | 14,123,157 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 50,000 | 50,000 |
Preferred stock, issued shares | 50,000 | 50,000 |
Preferred stock, outstanding shares | 50,000 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Entertainment publicity and marketing | $ 24,915,261 | $ 21,916,727 |
Content production | 86,606 | 634,612 |
Total revenues | 25,001,867 | 22,551,339 |
Expenses: | ||
Direct costs | 5,043,903 | 2,176,968 |
Selling, general and administrative | 3,799,765 | 4,486,023 |
Depreciation and amortization | 1,946,960 | 1,978,804 |
Legal and professional | 1,560,483 | 2,119,107 |
Payroll | 16,735,911 | 14,082,014 |
Goodwill impairment | 1,857,000 | |
Total expenses | 29,087,022 | 26,699,916 |
Loss before other expenses | (4,085,155) | (4,148,577) |
Other Income (expenses): | ||
Gain (loss) on extinguishment of debt | 711,718 | (53,271) |
Acquisition costs | (106,015) | (438,552) |
Change in fair value of put rights | 2,880,520 | 616,943 |
Change in fair value of contingent consideration | 193,557 | 1,070,000 |
Interest expense | (1,206,201) | (1,050,478) |
Total other income, net | 2,473,579 | 144,642 |
Loss before income taxes | (1,611,576) | (4,003,935) |
Income tax benefit | 418,199 | 1,090,614 |
Net loss | $ (1,193,377) | $ (2,913,321) |
Loss per Share - Basic | $ (0.07) | $ (0.22) |
Loss per share - Diluted | $ (0.20) | $ (0.23) |
Weighted average number of shares used in per share calculation | ||
Basic | 16,522,924 | 13,773,395 |
Diluted | 21,425,506 | 16,159,486 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,193,377) | $ (2,913,321) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization | 1,946,960 | 1,978,804 |
Amortization of capitalized production costs | 203,560 | |
Amortization of beneficial conversion on debt | 223,941 | 61,538 |
Impairment of goodwill | 1,857,000 | |
Impairment of capitalized production costs | 670,585 | 200,000 |
Bad debt (recovery) expense, net | (109,981) | 641,876 |
Change in fair value of put rights | (2,880,520) | (616,943) |
Change in fair value of contingent consideration | (193,557) | (1,070,000) |
Stock based compensation | 20,422 | |
Loss on extinguishment of debt | 53,271 | |
Gain on extinguishment of debt, net | (711,718) | |
Deferred tax | (342,410) | (1,050,375) |
Change in deferred rent | 71,266 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,034) | 858,883 |
Other current assets | 281,500 | (32,516) |
Capitalized production costs | (149,036) | (52,500) |
Deposits | 13,430 | 40,219 |
Contract liability | (356,079) | 267,817 |
Lease liability, net | 173,814 | |
Accrued compensation | 125,000 | |
Accounts payable | (150,893) | (231,242) |
Other current liabilities | (136,166) | (437,648) |
Other noncurrent liabilities | 12,334 | (599,826) |
Net Cash (Used in) Operating Activities | (2,905,207) | (624,715) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (103,493) | (89,653) |
Acquisition of The Door, net of cash acquired | (910,713) | |
Acquisition of Viewpoint, net of cash acquired | (595,632) | |
Acquisition of Shore Fire, net of cash acquired | (794,989) | |
Net Cash (Used in) Investing Activities | (898,482) | (1,595,998) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 1,851,713 | 6,749,204 |
Proceeds from the sale of common stock and warrants (unit) in Offering | 81,044 | |
Proceeds from line of credit | 1,700,390 | |
Repayment of the line of credit | (750,000) | |
Proceeds from notes payable | 348,250 | 1,500,000 |
Repayment of notes payable | (79,874) | |
Proceeds from convertible notes payable | 2,100,000 | |
Repayment of debt | (85,958) | (1,514,786) |
Employee shares withheld for taxes | (56,091) | |
Acquisition of The Door | (771,500) | |
Acquisition of Viewpoint | (295,984) | |
Acquisition of 42West | (361,760) | (20,000) |
Exercise of put rights | (2,265,500) | (3,890,280) |
Repayment to related party | (601,001) | |
Net Cash Provided by Financing Activities | 439,387 | 3,198,480 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3,364,302) | 977,767 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 6,274,640 | 5,296,873 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 2,910,338 | 6,274,640 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ||
Cash paid during the year for: Interest paid | 296,771 | 185,307 |
Cash paid during the year for: Income taxes | 135,000 | |
SUPPLEMENTAL DISCLOSURES OF NON CASH FLOW INFORMATION: | ||
Conversion of put rights into shares of common stock | 412,500 | |
Conversion of put rights into a convertible note payable | 702,500 | |
Conversion of accrued interest and a note payable into a new note payable | 192,233 | |
Conversion of debt into shares of common stock | 372,936 | 273,425 |
Liability for contingent consideration related to the acquisition of The Door | 330,000 | 550,000 |
Liability for put rights to sellers of 42West | 3,003,547 | 5,984,067 |
Issuance of shares of Common Stock related to the acquisitions | $ 384,063 | $ 2,673,664 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 2,196,249 | $ 5,542,272 |
Restricted cash | 714,089 | 732,368 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 2,910,338 | $ 6,274,640 |
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, Amount 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) | (2,913,321) | (2,913,321) | |||
Cumulative effect of adoption of ASU 2017-11 | 1,441,831 | 1,441,831 | |||
Deemed dividend from change in fair value of instruments with down round feature | 158,004 | (158,004) | |||
Deferred tax on beneficial conversion | (47,605) | (47,605) | |||
Sale of common stock and warrants (unit) through an offering pursuant to a Registration Statement on Form S-1, amount | $ 312 | 80,732 | 81,044 | ||
Sale of common stock and warrants (unit) through an offering pursuant to a Registration Statement on Form S-1, shares | 20,750 | ||||
Sale of common stock and warrants through an offering pursuant to a Registration Statement on Form S-3, amount | $ 37,725 | 6,711,479 | 6,749,204 | ||
Sale of common stock and warrants through an offering pursuant to a Registration Statement on Form S-3, shares | 2,515,000 | ||||
Issuance of shares related to acquisition of 42West, Amount | $ 13,479 | (33,479) | (20,000) | ||
Issuance of shares related to acquisition of 42West, Shares | 898,626 | ||||
Issuance of shares related to acquisition of The Door, amount | $ 4,615 | 2,241,539 | 2,246,154 | ||
Issuance of shares related to acquisition of The Door, shares | 307,692 | ||||
Issuance of shares related to acquisition of Viewpoint, amount | $ 3,273 | 424,237 | 427,510 | ||
Issuance of shares related to acquisition of Viewpoint, shares | 218,088 | ||||
Shares retired for payroll taxes per equity compensation plan, amount | $ (264) | (35,410) | (35,674) | ||
Shares retired for payroll taxes per equity compensation plan, shares | (17,585) | ||||
Beneficial conversion of convertible promissory note | 184,614 | 184,614 | |||
Issuance of shares related to conversion of note payable, Amount | $ 1,279 | 325,416 | 326,695 | ||
Issuance of shares related to conversion of note payable, Shares | 85,299 | ||||
Shares retired from exercise of puts, amount | $ (7,057) | (3,733,225) | (3,740,282) | ||
Shares retired from exercise of puts, Shares | (470,502) | ||||
Ending Balance, Amount at Dec. 31, 2018 | $ 1,000 | $ 211,849 | 105,092,852 | (94,529,174) | 10,776,527 |
Ending Balance, Shares at Dec. 31, 2018 | 50,000 | 14,123,157 | |||
Beginning Balance, Amount 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) | (1,193,377) | (1,193,377) | |||
Fair value of warrants and beneficial conversion of note payable | 293,144 | 293,144 | |||
Shares issued pursuant to Amendment, Waiver and Exchange Agreement of August 12, 2019 | $ 5,783 | 406,717 | 412,500 | ||
Shares issued pursuant to Amendment, Waiver and Exchange Agreement of August 12, 2019, shares | 385,514 | ||||
Deemed dividend from change in fair value of instruments with down round feature | 301,692 | (301,692) | |||
Deferred tax on beneficial conversion | (39,195) | (39,195) | |||
Sale of common stock and warrants (unit) through an offering pursuant to a Registration Statement on Form S-1, amount | $ 40,500 | 1,811,213 | 1,851,713 | ||
Sale of common stock and warrants (unit) through an offering pursuant to a Registration Statement on Form S-1, shares | 2,700,000 | ||||
Issuance of shares related to acquisition of The Door, amount | $ 4,622 | 109,002 | 113,624 | ||
Issuance of shares related to acquisition of The Door, shares | 307,692 | ||||
Issuance of shares related to conversion of note payable, Amount | $ 6,507 | 363,809 | 370,316 | ||
Issuance of shares related to conversion of note payable, Shares | 433,794 | ||||
Issuance of shares related to acquisition of Shore Fire | $ 4,722 | 195,278 | 200,000 | ||
Issuance of shares related to acquisition of Shore Fire, shares | 314,812 | ||||
Third installment of consideration for acquisition of Viewpoint paid with equity | 184,063 | 184,063 | |||
Shares retired from exercise of puts, amount | $ (5,581) | (3,274,919) | (3,280,500) | ||
Shares retired from exercise of puts, Shares | (372,069) | ||||
Ending Balance, Amount at Dec. 31, 2019 | $ 1,000 | $ 268,402 | $ 105,443,656 | $ (96,024,243) | $ 9,688,815 |
Ending Balance, Shares at Dec. 31, 2019 | 50,000 | 17,892,900 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND ORGANIZATION | NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION Dolphin Entertainment, Inc., a Florida corporation (the Company, Dolphin, we, us or our), is a leading independent entertainment marketing and premium content development company. Through its acquisitions of 42West LLC (42West), The Door Marketing Group, LLC (The Door), Shore Fire Media, Ltd (Shore Fire) 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, 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, Shore Fire and Viewpoint bring together premium marketing services with premium content production, creating significant opportunities to serve respective constituents more strategically and to grow and diversify the Companys business. Dolphins content production business is a long established, leading independent producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature films and digital programming primarily aimed at family and young adult markets. The accompanying consolidated financial statements include the accounts of Dolphin, and all of its wholly-owned and controlled subsidiaries, including Dolphin Films, Inc, Dolphin SB Productions LLC, Dolphin Max Steel Holdings LLC, Dolphin JB Believe Financing, LLC, Dolphin JOAT Productions, LLC, 42West, The Door, Viewpoint and Shore Fire. 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). A VIE is consolidated in the 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 activities 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 Max Steel Productions, LLC formed on July 8, 2013 in the State of Florida and JB Believe, LLC formed on December 4, 2012 in the State of Florida in its consolidated financial statements as VIEs. On July 5, 2018, the Company entered into an Agreement and Plan of Merger (the Merger Agreement), together with Lois ONeill and Charles Dougiello (collectively, the Members), The Door Marketing Group, LLC, a New York limited liability company, and Window Merger Sub, LLC, a New York limited liability company and wholly owned subsidiary of the Company (Merger Sub). Pursuant to the Merger Agreement, The Door Marketing Group, LLC merged into Merger Sub, with Merger Sub surviving the merger and continuing as a wholly owned subsidiary of the Company (the Merger). Subsequent to the Merger, Merger Sub changed its name to The Door Marketing Group LLC. The total consideration payable to the Members in respect of the Merger is composed of the following: (i) $2.0 million in shares of Common Stock based on a price of $3.25 per share, (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. Each of the 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. See Note 4 for additional information regarding the Merger. On July 24, 2018, in an underwritten registered public offering, the Company issued and sold 2,000,000 shares of Common Stock at a public offering price of $3.00 per share (the 2018 Offering). The net proceeds of the 2018 Offering were approximately $5.3 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the related underwriting agreement, the Company granted an over-allotment option to the underwriter, which it exercised on August 22, 2018 and purchased an additional 265,000 shares of Common Stock providing the Company with proceeds of approximately $707,000 after deducting the underwriter discount and related offering expenses. On September 19, 2018, the Company issued and sold to a single investor in a registered direct offering an aggregate of 250,000 shares of the Common Stock at a price of $3.00 per share. The offering of the shares was made pursuant to the Companys effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. The Company received proceeds of approximately $730,000 from the issuance and sale of the Common Stock after deducting related offering expenses. On October 31, 2018, (the Viewpoint Closing Date) the Company entered into a Stock Purchase Agreement, with Carlo DiPersio, David Shilale, Michael Middeleer and Glenn Robbins (collectively, the Viewpoint Shareholders) to acquire 100% of the outstanding shares of Viewpoint from the Viewpoint Shareholders. The consideration paid to the Viewpoint Shareholders is $2 million as follows: (i) $750,000 in cash on the Viewpoint Closing Date (adjusted for Viewpoints indebtedness, working capital and cash targets, and transaction expenses); (ii) $500,000 in shares of Common Stock at a price of $2.29 per share (218,088 shares) issued to the Viewpoint Shareholders on the Viewpoint Closing Date and (iii) an additional $750,000 in cash in three equal payments of $250,000 each to paid to the Viewpoint Shareholders on the six, twelve and eighteen-month anniversaries of the Viewpoint Closing Date (subject to a right of setoff for certain adjustments and indemnification obligations). See Note 4 for additional information regarding the acquisition. On October 21, 2019, in an underwritten registered public offering, the Company issued and sold 2,700,000 shares of Common Stock at a public offering price of $0.7828 per share (the 2019 Offering). The offering of the shares was made pursuant to the Companys effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. The net proceeds of the 2019 Offering were approximately $1.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the related underwriting agreement, the Company granted an over-allotment option for a period of 45 days to the underwriter of an additional 405,000 shares of Common Stock, that was not exercised. On December 3, 2019 (the Shore Fire Closing Date) the Company entered in a Stock Purchase Agreement with Marilyn Laverty (the Shore Fire Seller) to acquire 100% of the outstanding shares of Shore Fire from the Shore Fire Seller. The consideration paid to the Shore Fire Seller is $3 million as follows: (i) $1,140,000 in cash on the Shore Fire Closing Date (adjusted for Shore Fire Medias indebtedness, working capital and cash targets); (ii) $200,000 in shares of Common Stock at a price of $0.64 per share (314,812 shares) issued to the Shore Fire Seller on the Shore Fire Closing Date, (iii) an additional $400,000 in shares of common stock paid in two equal installments of $200,000 each on the first and second anniversary of the Shore Fire Closing Date, (iv) an additional $1,000,000 in cash paid in four equal payments of $250,000 each to the Shore Fire Seller on the six, twelve, and twenty-four month anniversaries of the Shore Fire Closing Date, and (v) $140,000 and $120,000 in cash paid to key employees on the first and second anniversary of the Shore Fire Closing Date. See Note 4 for additional information regarding the acquisition. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern | |
GOING CONCERN | NOTE 2 GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles (“U.S. GAAP”) and contemplate the continuation of the Company as a going concern. For the years ended December 31, 2019 and 2018, the Company had a net loss of $1,193,377 and $2,913,321, respectively. The Company has recorded an accumulated deficit of $96,024,243 and $94,529,174, respectively and a working capital deficit of $15,626,495 and $11,868,202, respectively, as of December 31, 2019 and 2018 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 private investors, proceeds from debt securities, securities convertible into shares of its 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. Please see Note 22 for discussion of uncertainty related to COVID-19. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, management is planning to raise any necessary additional funds through additional issuance of Common Stock, securities convertible into Common Stock, 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. With the acquisition of 42West, The Door, Viewpoint, and Shore Fire, the Company is currently exploring opportunities to expand the services currently being offered by these companies while reducing expenses through synergies with the Company. There can be no assurance that the Company will be successful in selling these services to clients 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. 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 Common Stock held by non-affiliates; therefore, there is no assurance that the Company will be able to raise capital through the issuance and sale of equity securities under this registration statement, irrespective of whether there is market demand for such securities. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 expected revenue and costs for investment in digital and feature film projects; estimates of sales returns and other allowances and provisions for doubtful accounts and impairment assessments for investment in digital and feature film projects, goodwill and intangible assets. Actual results could differ from such estimates. Statement of Comprehensive Income In accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 220, Comprehensive Income Cash and cash equivalents Cash and cash equivalents consist of cash deposits at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Restricted Cash Restricted cash represents amounts held by banking institutions as collateral for security deposits under leases for office space in New York City and Newton, Massachusetts. As of December 31, 2019 and 2018 the Company had a balance of $714,089 and $732,368, respectively, in restricted cash. Contracts in the Companys Equity From time to time, the Company issues contracts related to its own equity securities, such as warrants and convertible notes. The Company evaluates whether a standalone contract (such as a warrant), or an embedded feature of a contract (such as the conversion feature of a convertible note) should be classified in stockholders deficit or as a liability in the Companys consolidated balance sheet. The determination is made in accordance with the requirements of ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging A warrant is classified as equity so long as it is indexed to the Companys equity and several specific conditions for equity classification are met. Effective July 1, 2018, the Company adopted ASU 2017-11, Earnings Per Share (Topic 260), distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this ASU changed the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or as equity instruments, a down round feature (i.e. a financial anti-dilution provision) no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The Company adopted ASU 2017-11 by electing the modified retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year ended December 31, 2018. Accordingly, the Company reclassified the fair value of the warrants with down round protection provisions from liability to equity (accumulated deficit) and resulted in a cumulative effect adjustment to beginning retained earnings in the aggregate amount of $1,441,831. Revenue Recognition Entertainment publicity and marketing Entertainment publicity and marketing revenue consists of fees from the performance of professional services, billings for direct costs reimbursed by clients and revenue from producing video content for marketing. The revenues derived from fees and reimbursed expenses are directly dependent upon the publicity and corporate communications requirements of the Companys existing clients and its ability to win new clients. As is customary in the industry, the agreements with the fee-based clients generally provide for termination by either party on relatively short notice, usually 30 days. Some of the contracts may include incentive compensation for our clients nominations of certain Academy Awards. Fees are generally recognized on a straight-line or monthly basis which approximates the proportional performance on such contracts. Direct costs reimbursed by clients are billed as pass-through revenue with no mark-up. The entertainment publicity and marketing segment also recognizes revenue from the production of video content for marketing purposes which is recognized at a point in time when the project is delivered to and available for use by the client. Cash payments received as deposits for these videos are recorded as contract liabilities until the project is completed. Content production Revenue from motion pictures and web series is recorded when a distribution contract, domestic or international, exists, the movie or web series is complete in accordance with the terms of the contract, the customer can begin exhibiting or selling the movie or web series, the fee is determinable and collection of the fee is reasonable. On occasion, the Company may enter into agreements with third parties for the co-production or distribution of a movie or web series. Revenue from these agreements will be recognized when the movie is complete and ready to be exploited. Cash received and amounts billed in advance of meeting the criteria for revenue recognition is classified as contract liabilities. Gross versus Net Revenue The Companys motion pictures are primarily distributed and marketed by third party distributors. The Company evaluates its arrangements with third parties to determine whether revenue should be reported under each individual arrangement on a gross or net basis by determining whether the Company acts as the principal or agent under the terms of each arrangement. To the extent that the Company acts as the principal in an arrangement, revenues are reported on a gross basis, resulting in revenues and expenses being classified in their respective financial statement line items. Conversely, to the extent that the Company acts as the agent in an arrangement, revenues are reported on a net basis, resulting in revenues being presented net of any related expenses. Determining whether the Company acts as principal or agent is based on an evaluation of which party has substantial risks and rewards of ownership under the terms of an arrangement. The most significant factors that the Company considers include identification of the primary obligor, as well as which party has general and physical inventory risk, credit risk and discretion in the supplier selection. The Companys primary distribution arrangements, which are those for its theatrical release, are recorded on a gross basis as a result of the evaluation previously described. Additionally, because third parties are the principal distributors of the Companys movies, the amount of revenue that is recognized from films in any given period is dependent on the timing, accuracy and sufficiency of the information received from its distributors. As is typical in the film industry, the Companys distributors may make adjustments in future periods to information previously provided to the Company that could have a material impact on the Companys operating results in later periods. Furthermore, management may, in its judgment, make material adjustments to the information reported by its distributors in future periods to ensure that revenues are accurately reflected in the Companys financial statements. To date, the distributors have not made, nor has the Company made, subsequent material adjustments to information provided by the distributors and used in the preparation of the Companys historical financial statements. In general, the Company records revenue when it can identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price and collectability is reasonably assured. Capitalized Production Costs Capitalized production costs represent the costs incurred to develop and produce a motion picture or a web series. These costs primarily consist of salaries, equipment and overhead costs, capitalized interest as well as the cost to acquire rights to scripts. Production costs are stated at the lower of cost, less accumulated amortization and tax credits, if applicable, or fair value. These costs are capitalized in accordance with FASB ASC Topic 926-20-50-2 Other Assets Film Costs. Unamortized capitalized production costs are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the capitalized production costs is below their fair value. If estimated remaining revenue is not sufficient to recover the unamortized capitalized production costs for that title, the unamortized capitalized production costs will be written down to fair value. The Company is responsible for certain contingent compensation, known as participations, paid to certain creative participants such as writers, directors and actors. Generally, these payments are dependent on the performance of the motion picture or web series and are based on factors such as total revenue as defined per each of the participation agreements. The Company is also responsible for residuals, which are payments based on revenue generated from secondary markets and are generally paid to third parties pursuant to a collective bargaining, union or guild agreement. The Company has entered into a fifteen-year distribution agreement for its motion picture, Max Steel Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates are likely to differ to some extent in the future from actual results. Management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized deferred production costs to its estimated fair value. Management estimates the ultimate revenue based on existing contract negotiations with domestic distributors and international buyers as well as managements experience with similar productions in the past. Amortization of film costs, participation and residuals and/or write downs of all or a portion of the unamortized deferred production costs to its estimated fair value is recorded in direct costs. An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less amortization expense of deferred productions costs, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher amortization expense of deferred production costs, and also periodically results in an impairment requiring a write-down of the deferred production costs to fair value. These write-downs are included in direct costs within the consolidated statements of operations. During the year ended December 31, 2019, as a result of the revenue participation agreement with the lender of the prints and advertising loan, the Company impaired all remaining capitalized costs related to Max Steel Max Steel The Company periodically reviews capitalized production costs to determine whether they will ultimately be used in the production of a film or web series. Per ASC 926-20-40-1, it is presumed that an entity will dispose of a property if it has not been set for production within three years from the time it was first capitalized. Based on this guidance, during the years ended December 31, 2019 and 2018, the Company impaired costs related to several scripts in the amount of $41,000 and $200,000, respectively. The impairments were recorded in direct costs on the consolidated statement of operations. Investment Investment represents an investment in equity securities of The Virtual Reality Company (“VRC”), a privately held company. The Company’s $220,000 investment in VRC represents less than a 1% noncontrolling ownership interest in VRC and there is no market for VRC’s common stock. These shares do not have a readily determinable fair value and as such, the Company has elected to account for them at cost less any impairments. Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. Except for those described above in Capitalized Production Costs and those described below in Goodwill, there were no impairment charges for long lived assets during the years ended December 31, 2019 and 2018. Property, Equipment and Leasehold Improvements Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. The Company recorded depreciation expense of $361,951 and $307,274, respectively for the years ended December 31, 2019 and 2018. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. The range of estimated useful lives to be used to calculate depreciation and amortization for principal items of property and equipment are as follow: Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 - 7 Computer and office equipment 3 - 5 Leasehold improvements 5 - 8, not to exceed the lease terms Business Combinations Intangible assets In connection with the acquisitions of 42West on March 30, 2017, The Door on July 5, 2018, Viewpoint on October 31, 2018, and Shore Fire Media on December 3, 2019, the Company acquired in aggregate an estimated $12,661,333 of intangible assets with finite useful lives initially estimated to range from 3 to 14 years. An additional $740,000 favorable lease intangible asset was reclassified in accordance with the new lease accounting in year ending December 31, 2019. Intangible assets are initially recorded at fair value and are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company amortized $1,585,009 and $1,671,530, respectively, of identifiable intangible assets during the years ended December 31, 2019 and 2018. There were no impairments of identifiable intangible assets for the years ended December 31, 2019 and 2018. Balances for Shore Fire Media are provisional as the final purchase price allocation has not been completed. Goodwill For the year ended December 31, 2018 in connection with the acquisitions of The Door and Viewpoint (see Note 4), the Company recorded goodwill in the aggregate amount of $5,000,741 which has also been assigned to the entertainment publicity and marketing segment. For the year ended December 31, 2019 in connection with the acquisition of Shore Fire (see Note 4), the Company recorded goodwill in the provisional amount of $1,951,011, which has also been assigned to the entertainment publicity and marketing segment. The Company accounts for goodwill in accordance with FASB ASC No. 350, IntangiblesGoodwill and Other (ASC 350). ASC 350 requires goodwill to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment. The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. This impairment test involves comparing the fair value of the reporting unit with its carrying value (including goodwill). The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies data. If the estimated fair value of the reporting unit is less than its carrying value, a goodwill impairment exists for the reporting unit and an impairment loss is recorded. In connection with the updating of estimates and assumptions with the annual impairment tests for goodwill, the Company determined that the goodwill associated with 42West, which was recorded in the year ended December 31, 2017, was impaired. In connection with the departures of the 42West employees in 2018, the Company adjusted operating margins and future cash flows used to estimate the fair value of the reporting unit which resulted in an impairment adjustment of $1,857,000 of goodwill. The Company did not identify any impairment for the other reporting units within the entertainment publicity and marketing segment. Warrants When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entitys Own Equity (ASC 815-40), the Company classifies a warrant as equity so long as it is indexed to the Companys equity and several specific conditions for equity classification are met. A warrant is not considered indexed to the Companys equity, in general, when it contains certain types of exercise contingencies. If a warrant is not indexed to the Companys equity, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. Following adoption of ASU 2017-11, all of the Companys outstanding warrants have been considered indexed to the Companys equity and classified as equity. See Contracts in the Companys Equity discussed above. Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it evaluates the balance sheet classification to determine whether the instrument should be classified either as debt or equity, and whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an embedded derivative in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Companys equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be accounted for as a derivative liability, the Company then determines whether the conversion feature is beneficial. A conversion feature would be considered beneficial if the conversion feature is in the money when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (BCF), the amount of proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debts term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect managements own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. To account for the acquisitions of 42West, The Door, Viewpoint, and Shore Fire, the Company made a number of fair value measurements related to the different forms of consideration paid and of the identified assets acquired and liabilities assumed. In addition, the Company makes fair value measurements of its Put Rights and Contingent Consideration. See Notes 4 and 11 for further discussion and disclosures. Leases (See Recent Accounting Pronouncements section below for information pertaining to the adoption of ASU 2016-02, Leases) The Company recognizes a right-of-use asset and a lease liability based on the present value of the fixed lease payments discounted using the Companys incremental borrowing rate. The right-of-use asset is 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 the Company and excluding any lease incentives received from the lessor. All of the Companys leases are operating leases and 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 20 Leases for further discussion. Income Taxes Deferred taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using tax rates in effect for the years in which the differences are expected to reverse. The effects of changes in tax laws on deferred tax balances are recognized in the period the new legislation in enacted. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income. We calculate our current and deferred tax position based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. Earnings (Loss) Per Share Basic earnings (loss) per share available to the Companys common stock shareholders equals net income or loss available to common stock shareholders divided by the weighted-average number of common shares outstanding for the applicable period. Diluted earnings per share equals net income available common stock stockholders divided by the weighted-average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued. Diluted earnings per share reflects the potential dilution that would occur if certain potentially dilutive instruments were exercised. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance of the potentially dilutive instrument, if later) and the incremental shares are included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise. These proceeds are then assumed to be used to purchase common stock at the average market price of the Companys common stock during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. Going Concern In accordance with ASC Subtopic 205-40, Going Concern, management evaluates whether relevant conditions and events that, when considered in the aggregate, indicate that it is probable the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. When relevant conditions or events, considered in the aggregate, initially indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (and therefore they raise substantial doubt about the Companys ability to continue as a going concern), management evaluates whether its plans that are intended to mitigate those conditions and events, when implemented, will alleviate substantial doubt about the Companys ability to continue as a going concern. Managements plans are considered only to the extent that 1) it is probable that the plans will be effectively implemented and 2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the Companys ability to continue as a going concern. See Note 2 related to going concern. Concentration of Risk The Company maintains its cash and cash equivalents with financial institutions and, at times, balances may exceed federally insured limits of $250,000. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These changes did not affect the equity or previously reported net losses. Business Segments The Company operates the following business segments: 1) Entertainment Publicity and Marketing Segment This segment primarily provides clients with diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials through 42West, The Door, Viewpoint, and Shore Fire. For the years ended December 31, 2019 and 2018, the Company derived a majority of its revenues from this segment. 2) Content Production Segment This segment produces original motion picture and digital content. Revenues from this segment for the years ended December 31, 2019 and 2018 were related to the domestic and international distribution of the Companys motion pictures, Max Steel Believe. Max Steel See Note 18 for Segment Reporting for the years ended December 31, 2019 and 2018. Recent Accounting Pronouncements Accounting guidance adopted In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 c |
MERGERS AND ACQUISITIONS
MERGERS AND ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
MERGERS AND ACQUISITIONS | NOTE 4 MERGERS AND ACQUISITIONS Shore Fire Media, Ltd On the Shore Fire Closing Date, the Company acquired all of the issued and outstanding capital stock of Shore Fire, a New York corporation (the Shore Fire Purchase), pursuant to a share purchase agreement (the Shore Fire Share Purchase Agreement) dated on the Shore Fire Closing Date, between the Company and Shore Fire Seller. Shore Fire is an entertainment public relations agency, offering talent publicity in the music, events, books, podcasts, and comedy sectors. The total consideration paid to the Shore Fire Seller in respect of the Shore Fire Purchase is $3 million as follows: (i) $1,140,000 in cash on the Shore Fire Closing date (adjusted for Shore Fires indebtedness, working capital and cash targets); (ii) $200,000 in shares of Common Stock at a price of $0.64 per share (314,812 shares) issued to the Seller on the Shore Fire Closing Date, (iii) an additional $400,000 in shares of common stock paid in two equal installments of $200,000 each on the first and second anniversary of the Shore Fire Closing Date, (iv) an additional $1,000,000 in cash paid in four equal payments of $250,000 each to the Seller on the six, twelve, and twenty-four month anniversaries of the Shore Fire Closing Date, and (v) $140,000 and $120,000 in cash paid to key employees on the first and second anniversary of the Shore Fire Closing Date. The Shore Fire 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 under the Securities Act of 1933, as amended (the Securities Act). As a condition to the Shore Fire Purchase, the Shore Fire Seller entered into an employment agreement with the Company to continue as an employee after the closing of the Shore Fire Purchase. The Shore Fire Sellers employment agreement is through December 3, 2022 and the contract defines base compensation and a bonus structure based on Shore Fire achieving certain financial targets. The employment agreement contains 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 provisional acquisition-date fair value of the consideration transferred totaled $3,000,000, which consisted of the following: Common Stock issued at closing (314,812 shares) $ 200,000 Cash Consideration paid at closing 1,140,000 Cash Installment to be paid on March 3, 2020 250,000 Cash Installment to be paid on June 3, 2020 250,000 Cash Installment to be paid on December 3, 2020 390,000 Common Stock issued on December 3, 2020 200,000 Cash Installment to be paid on December 3, 2021 370,000 Common Stock issued on December 3, 2021 200,000 $ 3,000,000 The final amount of consideration may potentially change due to any working capital or other closing adjustments, which have not yet been determined. The fair value of the 314,812 shares of Common Stock issued on the Shore Fire Closing Date was determined based on the closing market price of the Companys Common Stock on the Shore Fire Closing Date of $0.64 per share. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed at the Shore Fire Closing Date. Amounts in the table are provisional estimates that may change, as described below. Cash $ 384,530 Accounts receivable 294,033 Other current assets 33,402 Property, plant & equipment 112,787 Intangibles 1,080,000 Total identifiable assets acquired 1,904,752 Accrued expenses (298,870 ) Accounts payable (38,750 ) Deferred tax liability (358,153 ) Contract liability (143,339 ) Other current liability (16,651 ) Total liabilities assumed (855,763 ) Net identifiable assets acquired 1,048,989 Goodwill 1,951,011 Net assets acquired $ 3,000,000 Of the provisional fair value of the $1,080,000 of acquired identifiable intangible assets, $510,000 was assigned to customer relationships (5 years useful life) and $570,000 was assigned to the trade name (10-year useful life), that were recognized at a provisional 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. The provisional fair value of accounts receivable acquired is $294,033. The provisional fair values of property and equipment and leasehold improvements of $112,787, and other assets of $33,402, are based on Shore Fires carrying values prior to the acquisition, which approximate their provisional fair values. The provisional amount of $1,951,011 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 Shore Fire. The Company expensed $106,015 of acquisition related costs in the year ended December 31, 2019. These costs are included in the consolidated statements of operations in the line item entitled acquisition costs. The revenue and net income of Shore Fire included in the consolidated amounts reported in the consolidated statements of operations for the year ended December 31, 2019 are as follows: Revenue $ 366,761 Net income $ 14,204 Viewpoint Computer Animation, Incorporated On 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 dated the Viewpoint Closing Date (the Viewpoint Purchase Agreement), among the Company and 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, (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 $500,000 in shares of Common Stock (218,088 shares) 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 a second installment of $230,076 in cash ($250,000 less a working capital adjustment) on April 30, 2019, paid $65,938 to certain Viewpoint Shareholders on October 31, 2019 and agreed to issue 248,733 shares of Common Stock to another Viewpoint Shareholder as payment for the third installment on October 31, 2019 and will pay the final installment of $250,000 on 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 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. On November 1, 2019, the Company and Mr. DiPersio mutually agreed to terminate his employment agreement. The Company agreed to pay for Mr. DiPersios health and dental insurance through December 17, 2023. 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 32,713 Cash Installment to be paid on April 30, 2019 250,000 Cash Installment to be paid on October 31, 2019 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 Companys 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. Cash $ 206,950 Accounts receivable 503,906 Other current assets 102,411 Property, plant & equipment 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 (206,636 ) Deferred revenue (190,854 ) Total liabilities assumed (640,168 ) Net identifiable assets acquired 839,043 Goodwill 1,141,046 Net assets acquired $ 1,980,089 Of the fair value of the $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 years 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 will be 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 fair values. The amount of $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 Company recognized $152,308 of acquisition related costs in the year ended December 31, 2018. These costs are included in the consolidated statements of operations in the line item entitled acquisition costs. 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 December 31, 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 year ended December 31, 2019, the Companys measurement period adjustments of $24,220 were made and, accordingly, the Company recognized these adjustments in December 31, 2019 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 December 31, 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 Marketing Group LLC On July 5, 2018 (the Door Closing Date), the Company entered into the Merger Agreement in respect of its acquisition of The Door. On the Door Closing Date, The Door merged with and into 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 Company calculated the working capital adjustment to be $133,169. On March 12, 2019, the Door Members were paid $46,000 of the working capital adjustment and will receive 26,822 shares of Common Stock in full satisfaction of the working capital adjustment. 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 Members has entered into a four-year employment agreement with The Door, pursuant to which each Member has agreed not to transfer any Share Consideration in the first year following the Door Closing Date, 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 Members (the Registration Rights Agreement), pursuant to which the Members are entitled to rights with respect to the registration 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 Members holding at least a majority of the Share Consideration received by the 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 2, 2019 were determined based on the closing market price of the Companys 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 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 managements 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 2.11% and 2.67% based on the U.S government treasury obligation with a term similar to that of the contingent consideration, a discount rate of between 20.0% and 20.5%, and an annual asset volatility estimate of 62.5%. 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 consolidated statement of operations. See Note 11 Fair Value Measurements for further discussion on the fair value as of December 31, 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 acquisition 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 $3,859,695 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 Company recognized $276,735 of acquisition related costs that were expensed in the year ended December 31, 2018. These costs are included in the consolidated statements of operations in the line item entitled acquisition costs. 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 December 31, 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 consolidated balance sheet. The Company has reflected adjustments of $142,740 made during the Companys measurement period on its December 31, 2019 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 December 31, 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 pro forma consolidated operations as if Shore Fire had been acquired on January 1, 2019, and as if Viewpoint, The Door, and Shore Fire had been acquired on January 1, 2018 and their results had been included in the consolidated results of the Company: 2019 2018 Revenues $ 29,352,040 $ 34,428,564 Net loss (1,051,335 ) (3,404,628 ) The pro forma amounts for 2018 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 resulting from the acquisitions had been recorded on January 1, 2018 (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, and (c) to exclude $438,552 of acquisition costs that were expensed by the Company. See Note 8 (Notes Payable) for more information regarding the Pinnacle Note. The pro forma amounts for 2019 have been calculated after applying the Companys accounting policies to the financial statements of Shore Fire Media and adjusting the results of the acquisition of Shore Fire to (a) reflect the amortization that would have been charged assuming the intangible assets had been recorded on January 1, 2019 and (b) exclude $106,015 of acquisition related costs that were expensed by the Company for the year ended December 31, 2019. The impact of the acquisition of Viewpoint, The Door, and Shore Fire Media 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, or January 1, 2019, 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 971,735 shares of Common Stock at a price of $9.22 related to the Earn Out Consideration, after indemnifications. 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). This amount includes the put rights allowable after earning the Earn Out Consideration achieved during the year ended December 31, 2017. During the year ended December 31, 2019, the sellers exercised their Put Rights, in accordance with the Put Agreements, and caused the Company to purchase 355,802 shares of Common Stock for an aggregate amount of cash paid of $2,165,500, of which $275,000 was paid in January 2020, $702,500 as a convertible note payable (discussed below) and $412,500 paid in shares of Common Stock (discussed below). During the year ended December 31, 2018, the sellers exercised their Put Rights, in accordance with the Put Agreements, and caused the Company to purchase 339,206 shares of Common Stock for an aggregate amount of $3,127,500, including $375,000 paid in January of 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 year ended December 31, 2019, the Company had purchased an aggregate of 884,807 shares of Common Stock from the 42West Members for an aggregate purchase price of $8,158,000, of which $275,000 was paid in January 2020, $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 | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS | NOTE 5 CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS Capitalized Production Costs Capitalized production costs include the unamortized costs of completed motion pictures and digital projects that have been produced by the Company, costs of scripts for projects that have not been developed or produced and costs for projects that are in production. These costs include direct production costs and production overhead and are amortized using the individual-film-forecast method, whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current years revenue bears to managements estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the motion picture or web series. Revenues earned from motion pictures was $86,606 and $634,612 for the years ended December 31, 2019 and 2018, respectively. These revenues were mainly attributable to Max Steel Believe Max Steel Max Steel Max Steel Max Steel. Max Steel The Company has purchased scripts for other motion picture productions and has capitalized $203,036 and $95,500 in capitalized production costs associated with these scripts as of December 31, 2019 and 2018, respectively. The Company currently intends to produce the projects, but they were not yet in production as of December 31, 2019. During years ended December 31, 2019 and 2018, the Company impaired the cost of scripts that it had previously purchased in the amount of $41,000 and $200,000, respectively. As of December 31, 2019 and 2018, the Company had total capitalized production costs of $203,036 and $724,585, respectively, net of accumulated amortization, tax incentives and impairment charges, recorded on its consolidated balance sheets related to motion pictures. Accounts Receivables The Company entered into various agreements with foreign distributors for the licensing rights of our motion picture, Max Steel Max Steel The Companys trade accounts receivables related to its entertainment publicity and marketing business 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 December 31, 2019 and 2018, the Company had accounts receivable balances of $3,581,155 and $3,173,107, respectively, net of allowance for doubtful accounts of $307,887 and $283,022, respectively, related to its entertainment publicity and marketing segment. Other Current Assets The Company had balances of $372,872 and $620,970 in other current assets on its consolidated balance sheets as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the balance included the same indemnification asset related to the 42West acquisition, prepaid expenses, employee receivables, a tax incentive from Massachusetts, and a state tax receivable of $19,610. As of December 31, 2018, these amounts were composed of an indemnification asset related to the 42West acquisition, prepaid expenses, capitalized costs for video production, a tax incentive from Massachusetts, and a tax receivable of $62,776. Indemnification asset Prepaid expenses Tax Incentives |
PROPERTY, EQUIPMENT AND LEASEHO
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | NOTE 6 PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvement consists of: December 31, December 31, Furniture and fixtures $ 792,611 $ 713,075 Computers and equipment 1,728,916 1,636,391 Leasehold improvements 770,628 732,870 3,292,155 3,082,336 Less: accumulated depreciation and amortization (2,255,306 ) (1,899,816 ) $ 1,036,849 $ 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 amortizes leasehold improvements over the remaining term of the related leases. The Company recorded depreciation and amortization expense of $361,951 and $307,274, respectively for the years ended December 31, 2019 and 2018. |
INVESTMENT
INVESTMENT | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Investments [Abstract] | |
INVESTMENT | NOTE 7 INVESTMENT As of December 31, 2019, investments, at cost, consisted of 344,980 shares of common stock of VRC. 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 1% noncontrolling ownership interest in VRC. The Company had a balance of $220,000 on its consolidated balance sheet as of December 31, 2019, and 2018 related to this investment. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8 DEBT Loan and Security Agreements Prints and Advertising Loan 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. Repayment of the loan was intended to be made from revenues generated by Max Steel in the United States. The loan was partially secured by a $4,500,000 corporate guaranty from an unaffiliated third-party associated with the film, of which Dolphin provided a backstop guaranty of $620,000. The Company also granted the lender a security interest in bank account funds totaling $1,250,000. The loan was also secured by substantially all of the assets of Max Steel Holdings. Once it was determined that Max Steel would not generate sufficient funds to repay the lender, the unaffiliated party paid the lender the $4,500,000 to reduce the loan balance and the lender applied the $1,250,000 of funds in the Companys bank account to the reduce the loan balance. 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, as determined by the borrower. 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 for the full repayment and discharge of the balance of the P&A Loan that on the date of the Participation Agreement was $712,953, including accrued interest. Per the terms of the Participation Agreement, the Company does not make any representation or warranty that Max Steel will generate additional revenues. The Company recorded a gain on extinguishment of debt in the amount of $712,953 in its consolidated statements of operations for the year ending December 31, 2019, related to the discharge of the P&A Loan. As of December 31, 2019 and December 31, 2018, the Company had outstanding balances of $0 and $682,842, respectively, related to the P&A Loan recorded on its consolidated balance sheets in the caption debt. On its consolidated statement of operations for the years ended December 31, 2019 and 2018, the Company recorded interest expense of $60,660 and $120,608, respectively, related to the P&A Loan. For the year ended December 31, 2018, the Company also recorded $500,000 in direct costs from loan proceeds that were not used by the distributor for the marketing of the film and returned to the lender. Production Service Agreement During 2014, Dolphin Films entered into a financing agreement to produce Max Steel As of December 31, 2019, and 2018 the Company had outstanding balances of $3,311,198, including accrued interest in the amount of $1,698,280 and $3,353,741, including $1,624,754 of accrued interest, respectively, related to this debt on its 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 matured 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 $2,300,000 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 December 31, 2019 and 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. For the year ended December 31, 2019, the Company did not meet its debt service covenant. The Company and Bank United agreed to convert the line of credit into a term loan upon its maturity on March 15, 2020. See Subsequent Events (Note 22) for further discussion on the terms of the loan. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 9 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, September 20, 2019, and November 20, 2019, the Company issued Lincoln Park Warrants to purchase up to 137,500 shares of Common Stock. The Company recorded debt discount in the amount of $126,257 related to these warrants and amortized $22,872 as interest expense during the year ended December 31, 2019. 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. The Lincoln Park Note contains a clause that allows Lincoln Park to adjust the conversion price if the Company sells shares of Common Stock at a lower price than their conversion price during the 180-days following the date of the Lincoln Park Note. 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. The Company recorded $77,842 of interest expense from the amortization of the original issue discount and beneficial conversion feature in year ending December 31, 2019, and had a balance of $910,955, net of $70,833 of original debt discount and $118,211 of beneficial conversion feature, related to the Lincoln Park Note in noncurrent liabilities on its 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, September 25, 2019, and October 11, 2019 the Company issued convertible promissory note agreements to third-party investors and received $200,000, $150,000, $250,000, and $500,000, 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, September 25, 2021, and October 11, 2021, respectively. The balance of the convertible promissory notes and any accrued interest may be converted into shares of Common Stock at the noteholders option at any time at a purchase price based on the 30-day trailing average closing price of the Common Stock. As of December 31, 2019, the Company had a balance of $1,100,000 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 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 convertible promissory note to finance the Companys acquisition of The Door. The Companys obligations under the 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 convertible promissory note at the rate of 8% per annum in cash on a quarterly basis. The Note matures on January 5, 2020. The Company may prepay the convertible promissory note in whole, but not in part, at any time prior to maturity; however, if the Company voluntarily prepays the convertible promissory 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 convertible promissory note also contains certain customary events of default. The holder may convert the outstanding principal amount of the convertible promissory 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. The conversion price was adjusted to $0.78, the purchase price used in the 2019 Public Offering. At the Companys election, upon a conversion of the convertible promissory note, the Company may issue Common Stock in respect of accrued and unpaid interest with respect to the principal amount of the convertible promissory note converted by Pinnacle. On the date of the 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 number of shares using the conversion rate of the 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 Note. The Company recorded a debt discount on the Note of $184,614 that will be amortized and recorded as interest expense over the life of the Note. On December 4, 2019, Pinnacle converted $297,936 of the principal on the note to 380,603 shares of the Company at a price of $0.78 per share. For years ended December 31, 2019 and 2018, the Company recorded interest expense in its consolidated statement of operations in the amount of $118,279 and $58,333 in respect of the Note. For years ended December 31, 2019 and 2018, the Company paid and recorded in its consolidated statement of operations interest in the amount of $90,000 and $58,333 in respect of the Note. For years ended December 31, 2019 and 2018, the Company recorded interest expense of $123,076 and $61,538 from the amortization of the beneficial conversion of the Note. As of December 31, 2019 and 2018, the Company had a balance of $1,202,064 and $1,376,924, net of $0 and $123,076 of debt discount, respectively, recorded in current liabilities on its consolidated balance sheet, related to this 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 $875,000. Each of the convertible promissory notes matures 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 respective maturity dates of the promissory notes were extended for a period of one year from the original maturity dates and in 2019 were extended for another one year period. 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 June 25, 2018, one of the holders of a convertible promissory note notified us that they would convert $250,000 of principal and $23,425 of accrued interest into 85,299 shares of common stock at a price of $3.21 per share using the 90-day trading average price per share of common stock as of June 22, 2018. On June 25, 2018, the closing market price of the Companys common stock was $3.83 per share and the Company recorded a loss on extinguishment of debt in the amount of $53,271 on its consolidated statements of operation for the year ended December 31, 2018. 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 consolidated statement of operations for year ended December 31, 2019 of $21,276 for the difference between the closing market price and the conversion price of the Common Stock. For the year ended December 31, 2019, the Company paid interest on these notes in the aggregate amount of $87,979, and recorded interest expense in the amount of $96,783 relating to these notes. As of December 31, 2019, and 2018, the Company recorded accrued interest of $40,803 and $4,861, respectively, relating to the convertible notes payable. As of December 31, 2019, the Company had balances of $1,252,000 in current liabilities and $1,100,000 in noncurrent liabilities on its consolidated balance sheets relating to the 2017 Convertible Debt. As of December 31, 2018, the Company had balances of $625,000 in current liabilities and $1,376,924 in noncurrent liabilities on its consolidated balance sheets relating to the 2018 and 2017 Convertible Debt. 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 that was subsequently extended to June 13, 2021. The promissory note bears interest of 10% per annum and can be prepaid without a penalty after the initial six months. On November 5, 2019, the Company entered into an unsecured promissory note in the amount of $350,000, maturing on November 4, 2021. The promissory note bears interest of 10% per annum and can be prepaid without a penalty after the initial six months. During the year ended December 31, 2019, the Company made interest payments on its nonconvertible promissory notes in the aggregate amount of $108,059. The Company had a balance of $8,788 and $6,315 as of December 31, 2019 and 2018, respectively, of accrued interest recorded in other current liabilities in its consolidated balance sheets, related to these promissory notes. The Company recorded interest expense for the years ended December 31, 2019 and 2018 of $110,532 and $90,310, respectively, related to these promissory notes. As of December 31, 2019, the Company had a balance of $288,237 in current liabilities and $1,074,122 in noncurrent liabilities on its consolidated balance sheets relating to these nonconvertible notes payable. As of December 31, 2018, the Company had balances of $479,874 in current liabilities and $612,359 in noncurrent liabilities on its consolidated balance sheets relating to these nonconvertible promissory notes. |
LOANS FROM RELATED PARTY
LOANS FROM RELATED PARTY | 12 Months Ended |
Dec. 31, 2019 | |
Due to Related Parties [Abstract] | |
LOANS FROM RELATED PARTY | NOTE 10 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. During the years ended December 31, 2019, and 2018, the Company repaid $0 and $601,001, respectively, of the principal balance and recorded interest expense of $110,787, and $129,384, respectively, relating to the DE LLC Note. As of December 31, 2019, and 2018 the Company had a principal balance of $1,107,873 and $1,107,873, respectively and accrued interest of $415,592 and $304,888, respectively relating to the DE LLC Note on its consolidated balance sheet. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11 FAIR VALUE MEASUREMENTS Put Rights In connection with the 42West Acquisition (see Note 4) on March 30, 2017, the Company entered into the Put Agreements, pursuant to which it granted the Put Rights to the sellers. The Put Rights include the shares issuable as Earn Out Consideration all of which was earned during the year ended December 31, 2017. On March 20, 2018, the Company entered into put agreements with three 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. During the year ended December 31, 2018, the Company purchased a total of 120,451 shares of Common Stock for an aggregate purchase price of $1,110,551. The employees have the right, but not the obligation, to cause the Company to purchase an additional 20,246 shares of Common Stock, including shares issuable in respect of the Earn Out Consideration. The Company records the fair value of the liability in the 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 fair value of the Put Rights on the date of acquisition was $3,800,000. The carrying amount at fair value of the aggregate liability for the Put Rights recorded on the consolidated balance sheets at December 31, 2019 and 2018 is $3,003,547 and $5,984,067, respectively, including $275,000 and $375,000, respectively, that was exercised but not paid until January 2020 and 2019, respectively. Due to the change in the fair value of the Put Rights for the period in which the Put Rights were outstanding during the year ended December 31, 2019 and 2018, the Company recorded a gain of $2,880,520 and $616,943 on the change in fair value of the put rights in the 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 December 31, 2019 and 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 64.0 70.0 % 35 59.4 % Discount rate based on US Treasury obligations 1.54% - 1.59 % 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 January 1, 2018 to December 31, 2019: Ending fair value balance reported in the consolidated balance sheet at January 1, 2018 $ 6,226,010 Change in fair value (gain) reported in the statements of operations (616,943 ) Put rights exercised December 2018 paid in January 2019 375,000 Ending fair value 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 (2,880,520 ) Put rights exercised December 2019 and not yet paid 275,000 Ending fair value of put rights reported in the consolidated balance sheet at December 31, 2019 $ 3,003,547 Contingent Consideration In connection with the Companys acquisition of The Door (See Note 4), the Members have the potential to earn the Contingent Consideration, comprising up to 1,538,462 shares of Common Stock, based on a price per share 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. The Company records the fair value of the liability in the 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 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 consolidated balance sheet at December 31, 2019 and 2018 is $330,000 and $550,000. In year ended December 31, 2019, the Members of the Door earned $26,443 of the contingent consideration. Due to the change in the fair value of the Contingent Consideration during year ended December 31, 2019, the Company recorded a gain on the Contingent Consideration of $193,557 in the 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 December 31, 2019 As of Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) 1.58% -1.59 % 2.47% - 2.59 % Annual Asset Volatility Estimate 40.0 % 65 % 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 December 31, 2019: Beginning fair value balance on the date of The Door merger (July 5, 2018) 1,620,000 Change in fair value (gain) reported in the statements of operations (1,070,000 ) Ending fair value balance reported in the consolidated balance sheet at December 31, 2018 $ 550,000 Change in fair value (gain) reported in the statements of operations (193,557 ) Reclassified to additional paid in capital 26,443 Ending fair value balance reported in the consolidated balance sheet at December 31, 2019 $ 330,000 During the years ended December 31, 2019 and 2018, the Company recorded a gain in the change in fair value of contingent consideration in the amount of $193,557 and $1,070,000, respectively, on its consolidated statements of operations. |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT LIABILITIES | NOTE 12 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 liabilities are deemed earned and recorded as revenue. As of December 31, 2019 and 2018, the Company had balances of $309,880 and $522,620, respectively, in contract liabilities. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 13 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 historical cost. A gain or loss may be recognized upon deconsolidation of a VIE depending on the carrying amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements. The Company evaluated certain 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 balance sheets as of December 31, 2019 and 2018, and in the statements of operations and statements of cash flows presented herein for the years ended December 31, 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 As of and for the years ended December 31, JB Believe LLC As of and for the years ended December 31, 2019 2018 2019 2018 Assets $ 7,379,851 $ 7,978,887 $ 190,347 $ 205,725 Liabilities $ (11,816,966 ) $ (11,887,911 ) $ (6,749,914 ) $ (6,741,834 ) Revenues $ 78,990 $ 427,153 $ 7,616 $ 207,459 Expenses $ (607,081 ) $ (1,041,013 ) $ (31,075 ) $ (290 ) Max Steel Productions LLC was initially formed for the purpose of recording the production costs of the motion picture Max Steel. As of December 31, 2019 and 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 and allowance for doubtful accounts of $227,280, related to the international licensing rights of Max Steel Max Steel Max Steel As of December 31, 2019 and 2018, there were outstanding balances of $3,311,198, including accrued interest of $1,698,280 and $3,353,741, including accrued interest of $1,624,754, respectively, related to this debt. 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 Believe Believe |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 14 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 the amendment of 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. 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), 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 such date. 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% and serves on the 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 only be convertible by the Eligible Class C Preferred Stock Holder 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 only have voting rights once 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 Conversion Shares (as defined in the Certificate of Designation) into which such Holders shares of the Series C Convertible Preferred Stock could 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. Effective July 6, 2017, the Company amended its Articles of Incorporation to among other things cancel previous designations of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock B. Common Stock The Companys Articles of Incorporation previously authorized the issuance of 200,000,000 shares of Common Stock. On June 29, 2017, the shareholders of the Company approved the 2017 Plan that replaced the 2012 Plan. On August 7, 2017, the Company filed a registration statement on Form S-8 to register 1,000,000 shares of Common Stock issuable under the Plan. As of December 31, 2018 and 2017, a total of 59,320 shares of restricted stock were issued under the 2017 Plan. The shares of restricted stock were issued on August 21, 2017 and have a vesting period of six months (February 21, 2018) in which the employees were to remain employed by the Company or risk forfeiture of the restricted stock. On February 21, 2018, the vesting period ended and no other stock was issued under the 2017 Plan. Effective February 23, 2016, the Company amended its Amended Articles of Incorporation to increase the number of authorized shares of its Common Stock from 200,000,000 to 400,000,000. Effective September 14, 2017, the Company amended its Amended and Restated Articles of Incorporation to effectuate a 1:2 reverse stock split. As a result, the number of authorized shares of Common Stock was reduced from 400,000,000 to 200,000,000 shares. On December 10, December 13 and December 19, 2017 each of the Principal Sellers of 42West exercised put option in the aggregate amount of 18,980 shares of Common Stock and were paid an aggregate of $525,000 on January 5, 2018. On January 22, 2018, the underwriters in the 2017 Offering exercised their over-allotment option with respect to 20,750 shares of Common Stock and 175,750 warrants to purchase Common Stock. Warrants were also issued to the underwriters of the 2017 Offering to purchase 1,453 shares of Common Stock at a purchase price of $4.74 per share. The closing date of the over-allotment option was January 24, 2018, and the Company received $81,044 of proceeds from the sale. On February 21, 2018, employees of 42West who had been issued shares of Common Stock under the 2017 Plan returned 17,585 shares of Common Stock in respect of payroll and withholding taxes. The value of the shares returned to the Company was calculated using the market price of the Common Stock on February 21, 2018 of $3.19 per share. On March 11, 14 and 21, 2018, the sellers of 42West exercised Put Rights for 183,296 shares of Common Stock and were paid an aggregate amount of $1,390,000 on April 2, 2018 and $300,000 on April 10, 2018. On March 20, 2018, three 42West employees exercised Put Rights for 51,485 shares of Common Stock and were paid an aggregate amount of $474,680. On May 8, 12 and 14, 2018, three of the sellers of 42West exercised Put Rights for 32,538 shares of Common Stock and were paid an aggregate amount of $300,000 on June 1, 2018. On June 22, 2018, two of the sellers of 42West exercised Put Rights for 16,268 shares of Common Stock and were paid an aggregate amount of $150,000 on July 10, 2018. On June 25, 2018, one of the holders of a convertible promissory note notified the Company that it would convert $273,425 of principal and accrued interest into 85,299 shares of Common Stock, pursuant to the terms of the convertible promissory note. On July 5, 2018, the Company issued 300,012 shares of Common Stock to the Members of The Door and on August 29, 2018, issued 7,680 shares of Common Stock to one of the advisors to the Merger. The aggregate amount of 307,692 shares of Common Stock is the stock consideration issuable on the Closing Date. See Note 4 for further details on the Merger. On July 24, 2018, the Company sold 2,000,000 shares of Common Stock in the 2018 Offering. The shares of Common Stock were sold at an offering price of $3.00 per share. The Company received net proceeds (net after transaction costs and underwriter discount) of approximately $5.3 million. On August 1, 2018, the Company issued to employees of 42West with change of control provisions in their employment agreements, an aggregate of 68,966 shares of Common Stock, the net amount, after the allowable puts to pay the federal, state and city employment taxes for their respective share of the second installment to the 42West Acquisition. On August 10 and 20, 2018, three of the sellers of 42West exercised Put Rights for 32,538 shares of Common Stock and were paid an aggregate amount of $300,000 on September 4, 2018. On August 22, 2018, the underwriters in the 2018 Offering exercised their over-allotment option with respect to 265,000 shares of Common Stock and the Company received proceeds, net of the underwriter discount and expenses, of $0.7 million. On September 19, 2018, the Company sold 250,000 shares of Common Stock through a direct registration offering and received $0.7 million, net of expenses. On September 21, 24 and 25, 2018, some of the sellers of 42West exercised Put Rights for 21,692 shares of Common Stock and were paid an aggregate amount of $200,000 on October 10, 2018. On October 2, 2018, one of the sellers of 42West exercised Put Rights for 6,779 shares of Common Stock and was paid $62,500 on October 5, 2018. On October 31, 2018, the Company issued 218,088 shares of Common Stock to the Viewpoint Shareholders as partial consideration to acquire 100% of the shares of Viewpoint. See Note 4 for further details on the acquisition. On December 5,11,13,15 and 21, 2018, some of the sellers of 42West exercised Put Rights for 46,095 shares of Common Stock and were paid an aggregate amount of $50,000 on December 13, 2018, $300,000 on January 4, 2019 and $75,000 on January 11, 2019. 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. On October 21, 2019, the Company sold 2,700,000 shares of Common Stock in the 2019 Offering. The shares of Common Stock were sold at an offering price of $0.78 per share. The Company received net proceeds (net after transaction costs and underwriter discount) of approximately $1.8 million. On November 15, 2019, one of the sellers of 42West exercised Put Rights for 10,846 shares of Common Stock and was paid $100,000 on November 15, 2019. On December 3, 2019, the Company issued 314,812 shares of Common Stock to the seller of Shore Fire. See Note 4 for further discussion on the acquisition. On December 4, 2019, one of the holders of a convertible promissory note notified the Company that it would convert $297,936 of principal into 380,603 shares of Common Stock, pursuant to the terms of the convertible promissory note. On December 12, 2019, two of the sellers of 42West exercised Put Rights for 21,692 shares of Common Stock and were each paid an $100,000 on January 13, 2020 and February 4, 2020. On December 19, 2019, one of the sellers of 42West exercised Put Rights for 21,692 shares of Common Stock and was paid $200,000 on December 20, 2019. On December 27, 2019, one of the sellers of 42West exercised Put Rights for 8,146 shares of Common Stock and was paid $75,000 on January 13, 2020. As of December 31, 2019 and 2018, the Company had 17,892,900 and 14,123,157 shares of Common Stock issued and outstanding, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 15 EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted loss per share: Year ended 12/31/2019 12/31/2018 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (1,193,377 ) $ (2,913,321 ) Deemed dividend (301,692 ) (158,004 ) Net loss attributable to Dolphin Entertainment common share stockholders and numerator for basic earnings per share $ (1,495,069 ) $ (3,071,325 ) Change in fair value of put rights (2,880,520 ) (616,943 ) Numerator for diluted loss per share $ (4,375,589 ) $ (3,688,268 ) Denominator Denominator for basic EPS - weighted-average shares 16,522,924 13,773,395 Effect of dilutive securities: Put rights 4,902,582 2,386,091 Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of warrants 21,425,506 16,159,486 Basic loss per share $ (0.07 ) $ (0.22 ) Diluted loss per share $ (0.20 ) $ (0.23 ) Basic loss 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 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 per share for the years ended December 31, 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 years ended December 31, 2019 and 2018 is subtracted from net loss. For the year ended December 31, 2019, the Company excluded certain common stock equivalents such as warrants and shares to be issued for convertible debt in the aggregate of 4,212,962 shares as inclusion would be anti-dilutive. For the year ended December 31, 2018, the Company included the Common Stock that is issuable in January 2019 in connection with The Door merger as if the shares had been issued on July 5, 2018, in both basic and diluted loss per share since the only contingency to receiving the shares is the passage of time. The Company excluded certain common stock equivalents such as warrants and shares to be issued for convertible debt in the aggregate of 888,251 shares as inclusion would be anti-dilutive. During the year ended December 31, 2018, the Company adopted ASU 2017-11 that states that when determining whether certain financial instruments should be classified as equity or liabilities, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. During the years ended December 31, 2019 and 2018, the Company issued shares of Common Stock at prices below the exercise or conversion price of certain warrants and convertible notes payable that resulted in a repricing of the exercise price or conversion price. As a result, the Company recorded a deemed dividend of $301,692 and $158,004, respectively. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 16 WARRANTS A summary of warrants outstanding at December 31, 2017 and issued exercised and expired during the years ended December 31, 2019 and 2018 is as follows: Warrants: Shares Weighted Avg. Balance at December 31, 2017 2,912,165 $ 4.80 Issued 177,203 4.74 Exercised Expired (362,115 ) 9.87 Balance at December 31, 2018 2,727,253 $ 3.62 Issued 550,000 2.00 Exercised Expired (1,000,000 ) 2.29 Balance at December 31, 2019 2,277,253 $ 3.47 As of December 31, 2016, the Company had outstanding warrants E & F that were issued to T Squared Investments LLC (T Squared) in 2010 and 2012. Each of warrants E and F are exercisable into 175,000 shares of Common Stock, at an exercise price of $10.00 per share. Pursuant to the terms of warrants E and F, T Squared could continually pay the Company to reduce the exercise price of each of the warrants until such time as the exercise price was $.004 per share. During 2010 and 2011, T Squared made payments to the Company in the aggregate amount of $1,625,000 to reduce the exercise price of warrant E. On April 13, 2017, T Squared exercised 162,885 warrants using the cashless exercise provision in the warrant agreement and received 162,885 shares of the Common Stock. Since T Squared applied the $1,625,000 that it had previously paid the Company to pay down the exercise price of the warrants to acquire the 162,885 shares of Common Stock, the exercise price for the remaining 12,115 warrants was recalculated to $6.20 per share of Common Stock. During the year ended December 31, 2018, T Squared did not exercise warrants E and F and they expired on December 31, 2018. 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 Exercise Exercise Original Expiration Warrant G 750,000 $ N/A $ 2.29 $ 10.00 January 31, 2019 Warrant H 250,000 $ N/A $ 2.29 $ 12.00 January 31, 2019 Warrant I 250,000 $ 0.78 $ 2.29 $ 14.00 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 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 round down 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. The exercise price of Warrants G, H and I has been reduced by the following transactions: (i) on March 30, 2017, the Company issued shares of Common Stock at a purchase price of $9.22 per share related to the acquisition of 42West (Note 4); (ii) on December 21, 2017, the Company sold shares of Common Stock at a purchase price of $4.12 per share as part of the 2017 Offering; (iii) on July 5, 2018, the Company issued shares as partial consideration for the merger with The Door at a purchase price of $3.25 per share of Common Stock (Note 4); (iv) on July 24, 2018, the Company sold shares of Common Stock at $3.00 per share as part of the 2018 Offering (v) on October 31, 2018, the Company issued shares of Common Stock at a purchase price of $2.29 per share as partial consideration for the acquisition of the Viewpoint shares, (vi) the Company sold shares of Common Stock at $0.78 per share as part of the 2019 Offering, and (vii) on December 3, 2019, the Company issued shares of Common Stock at a purchase price of $0.64 per share as partial consideration for the acquisition of Shore Fire. 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, September 20, and November 20, 2019 the Company issued Lincoln Park Warrants to purchase up to 137,500 shares of Common Stock (550,000 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 $220,000. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 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 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 December 31, 2019 and 2018, the Company has balances of $2,625,000 and $2,625,000, respectively, of accrued compensation and $1,493,219 and $1,230,719, respectively, of accrued interest in other current liabilities on its consolidated balance sheets related to Mr. ODowds employment. The Company recorded interest expense related to the accrued compensation of $262,500 and $236,598, respectively, for the years ended December 31, 2019 and 2018 on the consolidated statements of operations. On March 30, 2017, in connection with the 42West Acquisition, the Company and Mr. ODowd, as personal guarantor, entered into four separate Put Agreements with each of the Sellers of 42West, pursuant to which the Company has granted each of the Sellers the right to cause the Company to purchase up to an aggregate of 1,187,094 of their shares of Common Stock received as Consideration for a purchase price equal to $9.22 per share during certain specified exercise periods up until December 2020, including the put rights allowable for the Earn Out Consideration achieved during the year ended December 31, 2017. Pursuant to the terms of one such Put Agreement between Mr. Allan Mayer, a member of the board of directors of the Company, and the Company, Mr. Mayer exercised Put Rights and caused the Company to purchase 51,518 shares of Common Stock at a purchase price of $9.22 for an aggregate amount of $475,000, during the period between March 30, 2017 (42West Acquisition date) and December 31, 2017, of which $175,000 was paid on January 5, 2018. During the year ended December 31, 2018, Mr. Mayer exercised Put Rights and caused the Company to purchase 101,680 shares of Common Stock at a purchase price of $9.22 for an aggregate amount of $937,500, of which $150,000 was paid on January 4, 2019. During the year ended December 31, 2019, Mr. Mayer exercised Put Rights and caused the Company to purchase 65,076 shares of Common Stock at a purchase price of $9.22 per share for an aggregate purchase price of $600,000, of which $100,000 was paid in January of 2020. 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. On January 3, 2019, in connection with The Door Acquisition, and pursuant to the Merger Agreement, Charles Dougiello, one of the Door Members and Director of the Company was paid $362,750 and was issued 153,846 shares of Common Stock as consideration for The Door. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18 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, Viewpoint, and Shore Fire Media and provides clients with diversified services, including public relations, entertainment and hospitality content marketing and strategic marketing consulting. 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 (loss) income. 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, Viewpoint, and Shore Fire, the Company assigned $8,361,539 of intangible assets, net of accumulated amortization of $4,300,494 as of December 31, 2019 and $9,395,215, net of accumulated amortization of $2,714,785 as of December 31, 2018 and goodwill of $17,947,989 as of December 31, 2019 and $15,922,601 (after goodwill impairment of $1,857,000) as of December 31, 2018, to the Entertainment Publicity and Marketing segment. Year ended December 31, 2019 Year ended December 31, 2018 Revenue Entertainment publicity and marketing segment $ 24,915,261 $ 21,916,727 Content production segment 86,606 634,612 Total $ 25,001,867 $ 22,551,339 Segment operating loss: Entertainment publicity and marketing segment $ (823,143 ) $ (1,185,384 ) Content production segment (3,262,012 ) (2,963,193 ) Total (4,085,155 ) (4,148,577 ) Interest expense (1,206,201 ) (1,050,478 ) Other income, net 3,679,780 1,195,120 Loss before income taxes $ (1,611,576 ) $ (4,003,935 ) As of December 31, 2019 2018 Assets: Entertainment publicity and marketing segment $ 40,083,491 $ 34,372,195 Content production segment 2,488,235 3,617,399 Total assets $ 42,571,726 $ 37,989,594 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 INCOME TAXES Income Tax Benefit is as follows: December 31, 2019 2018 Current Income Tax (Benefit) Expense Federal $ $ 20,986 State 3,974 (100,092 ) $ 3,974 $ (79,106 ) Deferred Income Tax (Benefit) Expense Federal $ 607,637 $ 1,405,925 State 1,381,605 760,503 $ 1,989,242 $ 2,166,428 Change in Valuation (Benefit) Allowance Federal $ (909,390 ) $ (2,177,189 ) State (1,502,025 ) (1,000,747 ) (2,411,415 ) (3,177,936 ) Income Tax Benefit $ (418,199 ) $ (1,090,614 ) At December 31, 2019 and 2018, the Company had deferred tax assets and liabilities as a result of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax values at December 31, 2019 and 2018, are as follows: December 31, 2019 2018 Deferred Tax Assets: Accrued Expenses $ 811,323 $ 786,750 Interest Expense 479,409 422,407 Lease liability 1,662,623 430,494 Accrued Compensation 728,281 696,235 Intangibles 1,927,358 1,280,126 Other Assets 85,447 78,217 Put Options (336,584 ) 434,495 Capitalized Web Costs 555,370 Capitalized Production Costs 209,945 192,492 Charitable Contributions 197,284 218,352 Net Operating Losses and Credits 12,072,376 9,402,185 Total Deferred Tax Assets 17,837,462 14,497,123 Deferred Tax Liability: Fixed Assets (83,192 ) (105,767 ) Right of use asset (1,363,024 ) Other Liabilities (142,960 ) (132,313 ) Total Deferred Tax Liability $ (1,589,176 ) $ (238,080 ) Subtotal 16,248,286 14,259,043 Valuation Allowance (16,227,300 ) (14,259,043 ) Net Deferred Taxes $ 20,986 $ As of December 31, 2019, the Company has approximately $43,692,000 of net operating loss carryforwards for U.S. federal income tax purposes that begin to expire in 2028. Federal net operating losses generated after December 31, 2017 have an indefinite life and do not expire. Additionally, the Company has approximately $25,270,000 of net operating loss carryforwards for Florida state income tax purposes that begin to expire in 2029, approximately $13,054,000 of California net operating loss carryforwards that begin to expire in 2032, and approximately $1,780,000 of New York and New York City net operating loss carryforwards that begin to expire in 2038. Utilization of net operating losses and tax credit carryforwards may be subject to an annual limitation provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible. Management believes it is more likely than not that the deferred tax asset will not be realized and has recorded a net valuation allowance of $16,227,300 and $14,258,043 as of December 31, 2019 and 2018, respectively. A reconciliation of the federal statutory tax rate with the effective tax rate from continuing operations is as follows: 2019 2018 Federal Statutory Tax Rate 21.0 % 21.0 % Permanent Items Affecting Tax Rate (2.2) % 2.3 % State Income Taxes, Net of Federal Income Tax Benefit 5.0 % 6.6 % Change in State Tax Rate 57.9 % % Return to Provision Adjustment (2.5) % 2.5 % Business Combination 21.7 % 19.2 % Other 2.5 % (0.4) % Change in Valuation Allowance (78.0 )% (24.3 )% Effective Tax Rate 25.4 % 26.9 % As of December 31, 2019 and 2018, the Company does not have any material unrecognized tax benefits and accordingly has not recorded any interest or penalties related to unrecognized tax benefits. The Company does not believe that unrecognized tax benefits will significantly change within the next twelve months. The Company and its subsidiaries file Federal, California, Florida, Illinois, Massachusetts, New York State, and New York City income tax returns. These returns remain subject to examination by taxing authorities for all years after December 31, 2015. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 20 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 in the amount of $36,735 and included in restricted cash as of December 31, 2019. 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 Members of The Door is obligated under an operating lease agreement for the office space expiring in August 2020. The Company made payments of $249,305 to the affiliate during the year ended December 31, 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 amounting to $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 December 31, 2019 and, 2018. 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 does not expect to execute such option. 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, which was October 1, 2019. 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. Shore Fire Media is obligated under an operating lease agreement for office space in Brooklyn, New York, expiring in February 2026. The lease is secured by a cash deposit of $34,490. Shore Fire Media is obligated under an operating lease agreement for office space in Nashville, Tennessee, expiring July 2020. The lease is secured by a cash deposit of $1,575. 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, December 31, Assets Right-of-use asset $ 7,547,769 $ 7,435,903 Liabilities Current Lease liability $ 1,394,479 $ 1,610,022 Noncurrent Lease liability $ 6,298,437 $ 6,386,209 Total lease liability $ 7,692,916 $ 7,996,231 The table below shows the lease income and expenses recorded in the consolidated statement of operations incurred during year ended December 31, 2019. Lease costs Classification December 31, 2019 Operating lease costs Selling, general and administrative expenses $ 2,082,769 Operating lease costs Direct costs 243,444 Sublease income Selling, general and administrative expenses (101,392 ) Net lease costs $ 2,224,821 Lease Payments Future minimum payments for operating leases in effect at December 31, 2019 were as follows: 2020 $ 2,252,799 2021 1,914,945 2022 1,293,707 2023 1,305,358 2024 1,357,335 Thereafter 2,173,036 Total $ 10,297,180 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. Rent expense for the years ended December 31, 2019 and 2018 was $2,224,821 and $1,566,910, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 21 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 March 23, 2012, Dolphin Canada filed for bankruptcy in Canada. 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 learned that no further action was taken in this case by any of the parties and that the case was dismissed. The Company may be subject to other legal proceedings, claims, and liabilities that arise in the ordinary course of business. In the opinion of management and based upon the advice of its outside counsels, the liability, if any, from all pending litigations is not expected to have a material effect in the Company’s financial position, results of operations and cash flows. Incentive Compensation Plan On June 29, 2017, the shareholders of the Company approved 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 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 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 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. On August 21, 2017, the Company issued 59,320 Shares as Awards to certain employees that vested on February 21, 2018. The Company recorded compensation expense of $0 and $20,422 for the years ended December 31, 2019 and 2018. on its consolidated statement of operations. Employee Benefit Plan The Company and its wholly owned subsidiaries have 401(K) profit sharing plan that covers substantially all of its employees. The Companys 401(K) plan matches up to 4% of the employees contribution. The plans match dollar for dollar the first 3% of the employees contribution and then 50% of contributions up to 5%. There are certain limitations for highly compensated employees. The Companys contributions to these plans for the years ended December 31, 2019 and 2018, were approximately $292,759 and $370,343, respectively. Employment Contracts As a condition to the Shore Fire Purchase, the Marilyn Laverty, the Shore Fire seller, entered into an employment agreement with the Company to continue as employees after the closing of the Shore Fire Purchase. Ms. Lavertys employment agreement is through December 31, 2022 and may be renewed by Ms. Laverty for two successive one-year terms. The employment agreement defines base compensation and a salary increase and bonus structure based on Shore Fire achieving certain financial targets. Ms. Laverty will serve as Shore Fires President. 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. 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. On November 1, 2019, the Company and Mr. DiPersio mutually agreed to terminate Mr. DiPersios employment agreement. The Company agreed to pay Mr. DiPersios health and dental insurance benefits through December 17, 2023. Each of the 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 Viewpoint Closing Date, 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 and entered into a new senior level management employment agreement, 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. As a condition to the closing of the 42West Acquisition described in Note 4, each of the three Principal Sellers has entered into employment agreements (the Employment Agreements) with the Company and will 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, the Principal Sellers shall be 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 Principal Seller has agreed not to transfer any shares of Common Stock in the first year, no more than 1/3 of the Initial Consideration and Post-Closing Consideration received by such Seller in the second year and no more than an additional 1/3 of the Initial Consideration and Post-Closing Consideration received by such Seller in the third year, following the closing date of the 42West Acquisition. On April 5, 2018, the Principal Sellers 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 market 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. Motion Picture Industry Pension Accrual 42West is 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 alleged contribution obligations to the Plans. Based on the findings of the audit, 42West is liable for $314,256 in pension contributions, health and welfare plan contributions and union dues, which the Company has agreed to pay over a period of twelve months beginning in July 30, 2018. During the years ended December 31, 2019 and 2018, the Company made payments in the amount of $195,448 and $139,606 related to the settlement of the Plan audit. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 SUBSEQUENT EVENTS On January 1, 2020, one of the convertible note holders notified the Company that they were converting the principal balance of $200,000 of the convertible note into 346,021 shares of our common stock using 30-day average closing market price of $0.58 per share of common stock. On January 3, 2020, the Company entered into a securities purchase agreement with Lincoln Park Capital Fund LLC and issued a convertible promissory note with a principal amount of $1.3 million at a purchase price of $1.2 million together with warrants to purchase up to 207,588 shares of our common stock at an exercise price of $0.78 per share (the 2020 Lincoln Park Note). The securities purchase agreement provides for issuance of warrants to purchase up to 207,588 shares of our common stock on each of the second, fourth and sixth month anniversaries of the securities purchase agreement if the principal balance has not been paid on such dates. The convertible promissory note may be converted at any time into shares of our common stock at an initial conversion price equal to the lower of (A) $2.00 per share and (B) the lower of (i) the lowest intraday sales price of our common stock on the applicable conversion date and (ii) the average of the three lowest closing sales prices of our common stock during the twelve consecutive trading days including the trading day immediately preceding the conversion date but under no circumstances lower than $0.78 per share. The convertible promissory note matures on January 3, 2022. On January 5, 2020, the convertible note payables maturity date, the Company paid Pinnacle Family Office Investments LP, $1,231,678, including $29,614 of accrued interest in full satisfaction of a convertible note payable. On January 12, 2020, one of the convertible note holders notified the Company that they were converting the principal balance of $150,000 of the convertible note into 254,326 shares of our common stock using 30-day average closing market price of $0.59 per share of common stock. On each of February 3, February 13, February 27, and March 26, 2020, Lincoln Park Capital Fund LLC notified the Company that they were converting $250,000 of the Lincoln Park Note into 319,366 shares of our common stock. On February 20, 2020, the Company received a letter from the lender of the production service agreement stating that no sums, debts, liabilities, expenses, opportunity costs, revenues and any other amounts were due from the Max Steel VIE. We are currently evaluating our primary beneficiary status of Max Steel VIE. On February 27, 2020, one of the sellers of 42West exercised 10,846 for Put Rights and was paid $100,000. On March 4, 2020, pursuant to 2020 Lincoln Park Note, the Company issued Series F Warrant to Lincoln Park Capital Fund LLC to purchase up to 207,588 shares of Common Stock at a purchase price of $0.78 per share. Series F Warrant expires on September 4, 2025. On March 4, 2020, we issued a convertible promissory note to a third-party investor and received $500,000. We also agreed to issue a warrant to purchase up to 100,000 shares of our common stock at purchase price of $0.78 per share. The convertible promissory note bears interest at a rate of 8% per annum and matures on March 4, 2030. 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 $0.78 per share of our common stock. On March 18, 2020, the Company issued two convertible promissory note agreements to two, third-party investors and received $120,000 and $75,000, respectively, to be used for working capital. The convertible promissory notes bear interest at a rate of 10% per annum and mature on March 18, 2022. The balance of the convertible promissory notes and any accrued interest may be converted into shares of Common Stock at the noteholders option at any time at a purchase price $0.7828 per share. On March 24, 2020, the Company issued a convertible promissory note to a third-party investor for a principal amount of $560,000 and received $500,000, net of transaction costs of $10,000 and original issue discount. The Company also issued 50,000 shares of Common Stock related to this convertible note payable. The maturity date of the convertible promissory note is March 25, 2021 and the balance of the convertible promissory note and any accrued interest may be converted at the noteholders option at any time at a purchase price $0.78 per share of our common stock. On March 27, 2020, the Company received a loan agreement from Bank United to convert the 42West line of credit, with an outstanding principal balance of $1,200,390, that matured on March 15, 2020, to a one-year term loan amortizable over thirty-six months with an interest rate of prime plus 0.75 percentage points, that as of the date of the report would be 4.00%. The Door will be a co-borrower on the term loan and the loan will be guaranteed by the Company. On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the COVID-19 outbreak) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Companys financial condition, liquidity, and future results of operations. Management is actively monitoring the situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
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 expected revenue and costs for investment in digital and feature film projects; estimates of sales returns and other allowances and provisions for doubtful accounts and impairment assessments for investment in digital and feature film projects, goodwill and intangible assets. Actual results could differ from such estimates. |
Statement of Comprehensive Income | Statement of Comprehensive Income In accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 220, Comprehensive Income |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash deposits at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash represents amounts held by banking institutions as collateral for security deposits under leases for office space in New York City and Newton, Massachusetts. As of December 31, 2019 and 2018 the Company had a balance of $714,089 and $732,368, respectively, in restricted cash. |
Contracts in the Company's Equity | Contracts in the Companys Equity From time to time, the Company issues contracts related to its own equity securities, such as warrants and convertible notes. The Company evaluates whether a standalone contract (such as a warrant), or an embedded feature of a contract (such as the conversion feature of a convertible note) should be classified in stockholders deficit or as a liability in the Companys consolidated balance sheet. The determination is made in accordance with the requirements of ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging A warrant is classified as equity so long as it is indexed to the Companys equity and several specific conditions for equity classification are met. Effective July 1, 2018, the Company adopted ASU 2017-11, Earnings Per Share (Topic 260), distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this ASU changed the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or as equity instruments, a down round feature (i.e. a financial anti-dilution provision) no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The Company adopted ASU 2017-11 by electing the modified retrospective method to the outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year ended December 31, 2018. Accordingly, the Company reclassified the fair value of the warrants with down round protection provisions from liability to equity (accumulated deficit) and resulted in a cumulative effect adjustment to beginning retained earnings in the aggregate amount of $1,441,831. |
Revenue Recognition | Revenue Recognition Entertainment publicity and marketing Entertainment publicity and marketing revenue consists of fees from the performance of professional services, billings for direct costs reimbursed by clients and revenue from producing video content for marketing. The revenues derived from fees and reimbursed expenses are directly dependent upon the publicity and corporate communications requirements of the Companys existing clients and its ability to win new clients. As is customary in the industry, the agreements with the fee-based clients generally provide for termination by either party on relatively short notice, usually 30 days. Some of the contracts may include incentive compensation for our clients nominations of certain Academy Awards. Fees are generally recognized on a straight-line or monthly basis which approximates the proportional performance on such contracts. Direct costs reimbursed by clients are billed as pass-through revenue with no mark-up. The entertainment publicity and marketing segment also recognizes revenue from the production of video content for marketing purposes which is recognized at a point in time when the project is delivered to and available for use by the client. Cash payments received as deposits for these videos are recorded as contract liabilities until the project is completed. Content production Revenue from motion pictures and web series is recorded when a distribution contract, domestic or international, exists, the movie or web series is complete in accordance with the terms of the contract, the customer can begin exhibiting or selling the movie or web series, the fee is determinable and collection of the fee is reasonable. On occasion, the Company may enter into agreements with third parties for the co-production or distribution of a movie or web series. Revenue from these agreements will be recognized when the movie is complete and ready to be exploited. Cash received and amounts billed in advance of meeting the criteria for revenue recognition is classified as contract liabilities. Gross versus Net Revenue The Companys motion pictures are primarily distributed and marketed by third party distributors. The Company evaluates its arrangements with third parties to determine whether revenue should be reported under each individual arrangement on a gross or net basis by determining whether the Company acts as the principal or agent under the terms of each arrangement. To the extent that the Company acts as the principal in an arrangement, revenues are reported on a gross basis, resulting in revenues and expenses being classified in their respective financial statement line items. Conversely, to the extent that the Company acts as the agent in an arrangement, revenues are reported on a net basis, resulting in revenues being presented net of any related expenses. Determining whether the Company acts as principal or agent is based on an evaluation of which party has substantial risks and rewards of ownership under the terms of an arrangement. The most significant factors that the Company considers include identification of the primary obligor, as well as which party has general and physical inventory risk, credit risk and discretion in the supplier selection. The Companys primary distribution arrangements, which are those for its theatrical release, are recorded on a gross basis as a result of the evaluation previously described. Additionally, because third parties are the principal distributors of the Companys movies, the amount of revenue that is recognized from films in any given period is dependent on the timing, accuracy and sufficiency of the information received from its distributors. As is typical in the film industry, the Companys distributors may make adjustments in future periods to information previously provided to the Company that could have a material impact on the Companys operating results in later periods. Furthermore, management may, in its judgment, make material adjustments to the information reported by its distributors in future periods to ensure that revenues are accurately reflected in the Companys financial statements. To date, the distributors have not made, nor has the Company made, subsequent material adjustments to information provided by the distributors and used in the preparation of the Companys historical financial statements. In general, the Company records revenue when it can identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price and collectability is reasonably assured. |
Capitalized Production Costs | Capitalized Production Costs Capitalized production costs represent the costs incurred to develop and produce a motion picture or a web series. These costs primarily consist of salaries, equipment and overhead costs, capitalized interest as well as the cost to acquire rights to scripts. Production costs are stated at the lower of cost, less accumulated amortization and tax credits, if applicable, or fair value. These costs are capitalized in accordance with FASB ASC Topic 926-20-50-2 Other Assets Film Costs. Unamortized capitalized production costs are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the capitalized production costs is below their fair value. If estimated remaining revenue is not sufficient to recover the unamortized capitalized production costs for that title, the unamortized capitalized production costs will be written down to fair value. The Company is responsible for certain contingent compensation, known as participations, paid to certain creative participants such as writers, directors and actors. Generally, these payments are dependent on the performance of the motion picture or web series and are based on factors such as total revenue as defined per each of the participation agreements. The Company is also responsible for residuals, which are payments based on revenue generated from secondary markets and are generally paid to third parties pursuant to a collective bargaining, union or guild agreement. The Company has entered into a fifteen-year distribution agreement for its motion picture, Max Steel Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates are likely to differ to some extent in the future from actual results. Management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized deferred production costs to its estimated fair value. Management estimates the ultimate revenue based on existing contract negotiations with domestic distributors and international buyers as well as managements experience with similar productions in the past. Amortization of film costs, participation and residuals and/or write downs of all or a portion of the unamortized deferred production costs to its estimated fair value is recorded in direct costs. An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less amortization expense of deferred productions costs, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher amortization expense of deferred production costs, and also periodically results in an impairment requiring a write-down of the deferred production costs to fair value. These write-downs are included in direct costs within the consolidated statements of operations. During the year ended December 31, 2019, as a result of the revenue participation agreement with the lender of the prints and advertising loan, the Company impaired all remaining capitalized costs related to Max Steel Max Steel The Company periodically reviews capitalized production costs to determine whether they will ultimately be used in the production of a film or web series. Per ASC 926-20-40-1, it is presumed that an entity will dispose of a property if it has not been set for production within three years from the time it was first capitalized. Based on this guidance, during the years ended December 31, 2019 and 2018, the Company impaired costs related to several scripts in the amount of $41,000 and $200,000, respectively. The impairments were recorded in direct costs on the consolidated statement of operations. |
Investment | Investment Investment represents an investment in equity securities of The Virtual Reality Company (“VRC”), a privately held company. The Company’s $220,000 investment in VRC represents less than a 1% noncontrolling ownership interest in VRC and there is no market for VRC’s common stock. These shares do not have a readily determinable fair value and as such, the Company has elected to account for them at cost less any impairments. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. Except for those described above in Capitalized Production Costs and those described below in Goodwill, there were no impairment charges for long lived assets during the years ended December 31, 2019 and 2018. |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. The Company recorded depreciation expense of $361,951 and $307,274, respectively for the years ended December 31, 2019 and 2018. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. The range of estimated useful lives to be used to calculate depreciation and amortization for principal items of property and equipment are as follow: Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 - 7 Computer and office equipment 3 - 5 Leasehold improvements 5 - 8, not to exceed the lease terms |
Business Combinations | Business Combinations |
Intangible assets | Intangible assets In connection with the acquisitions of 42West on March 30, 2017, The Door on July 5, 2018, Viewpoint on October 31, 2018, and Shore Fire Media on December 3, 2019, the Company acquired in aggregate an estimated $12,661,333 of intangible assets with finite useful lives initially estimated to range from 3 to 14 years. An additional $740,000 favorable lease intangible asset was reclassified in accordance with the new lease accounting in year ending December 31, 2019. Intangible assets are initially recorded at fair value and are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company amortized $1,585,009 and $1,671,530, respectively, of identifiable intangible assets during the years ended December 31, 2019 and 2018. There were no impairments of identifiable intangible assets for the years ended December 31, 2019 and 2018. Balances for Shore Fire Media are provisional as the final purchase price allocation has not been completed. |
Goodwill | Goodwill For the year ended December 31, 2018 in connection with the acquisitions of The Door and Viewpoint (see Note 4), the Company recorded goodwill in the aggregate amount of $5,000,741 which has also been assigned to the entertainment publicity and marketing segment. For the year ended December 31, 2019 in connection with the acquisition of Shore Fire (see Note 4), the Company recorded goodwill in the provisional amount of $1,951,011, which has also been assigned to the entertainment publicity and marketing segment. The Company accounts for goodwill in accordance with FASB ASC No. 350, IntangiblesGoodwill and Other (ASC 350). ASC 350 requires goodwill to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment. The Company evaluates goodwill in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. This impairment test involves comparing the fair value of the reporting unit with its carrying value (including goodwill). The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies data. If the estimated fair value of the reporting unit is less than its carrying value, a goodwill impairment exists for the reporting unit and an impairment loss is recorded. In connection with the updating of estimates and assumptions with the annual impairment tests for goodwill, the Company determined that the goodwill associated with 42West, which was recorded in the year ended December 31, 2017, was impaired. In connection with the departures of the 42West employees in 2018, the Company adjusted operating margins and future cash flows used to estimate the fair value of the reporting unit which resulted in an impairment adjustment of $1,857,000 of goodwill. The Company did not identify any impairment for the other reporting units within the entertainment publicity and marketing segment. |
Warrants | Warrants When the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entitys Own Equity (ASC 815-40), the Company classifies a warrant as equity so long as it is indexed to the Companys equity and several specific conditions for equity classification are met. A warrant is not considered indexed to the Companys equity, in general, when it contains certain types of exercise contingencies. If a warrant is not indexed to the Companys equity, it is classified as a derivative liability which is carried on the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations. Following adoption of ASU 2017-11, all of the Companys outstanding warrants have been considered indexed to the Companys equity and classified as equity. See Contracts in the Companys Equity discussed above. |
Convertible Debt and Convertible Preferred Stock | Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it evaluates the balance sheet classification to determine whether the instrument should be classified either as debt or equity, and whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an embedded derivative in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Companys equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be accounted for as a derivative liability, the Company then determines whether the conversion feature is beneficial. A conversion feature would be considered beneficial if the conversion feature is in the money when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (BCF), the amount of proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debts term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect managements own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. To account for the acquisitions of 42West, The Door, Viewpoint, and Shore Fire, the Company made a number of fair value measurements related to the different forms of consideration paid and of the identified assets acquired and liabilities assumed. In addition, the Company makes fair value measurements of its Put Rights and Contingent Consideration. See Notes 4 and 11 for further discussion and disclosures. |
Leases (See "Recent Accounting Pronouncements" section below for information pertaining to the adoption of ASU 2016-02, Leases) | Leases (See Recent Accounting Pronouncements section below for information pertaining to the adoption of ASU 2016-02, Leases) The Company recognizes a right-of-use asset and a lease liability based on the present value of the fixed lease payments discounted using the Companys incremental borrowing rate. The right-of-use asset is 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 the Company and excluding any lease incentives received from the lessor. All of the Companys leases are operating leases and 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 20 Leases for further discussion. |
Income Taxes | Income Taxes Deferred taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using tax rates in effect for the years in which the differences are expected to reverse. The effects of changes in tax laws on deferred tax balances are recognized in the period the new legislation in enacted. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers estimates of future taxable income. We calculate our current and deferred tax position based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share available to the Companys common stock shareholders equals net income or loss available to common stock shareholders divided by the weighted-average number of common shares outstanding for the applicable period. Diluted earnings per share equals net income available common stock stockholders divided by the weighted-average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued. Diluted earnings per share reflects the potential dilution that would occur if certain potentially dilutive instruments were exercised. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance of the potentially dilutive instrument, if later) and the incremental shares are included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise. These proceeds are then assumed to be used to purchase common stock at the average market price of the Companys common stock during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted earnings per share calculation. |
Going concern | Going Concern In accordance with ASC Subtopic 205-40, Going Concern, management evaluates whether relevant conditions and events that, when considered in the aggregate, indicate that it is probable the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. When relevant conditions or events, considered in the aggregate, initially indicate that it is probable that the Company will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (and therefore they raise substantial doubt about the Companys ability to continue as a going concern), management evaluates whether its plans that are intended to mitigate those conditions and events, when implemented, will alleviate substantial doubt about the Companys ability to continue as a going concern. Managements plans are considered only to the extent that 1) it is probable that the plans will be effectively implemented and 2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the Companys ability to continue as a going concern. See Note 2 related to going concern. |
Concentration of Risk | Concentration of Risk The Company maintains its cash and cash equivalents with financial institutions and, at times, balances may exceed federally insured limits of $250,000. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. These changes did not affect the equity or previously reported net losses. |
Business Segments | Business Segments The Company operates the following business segments: 1) Entertainment Publicity and Marketing Segment This segment primarily provides clients with diversified marketing services, including public relations, entertainment and hospitality content marketing, strategic marketing consulting and content production of marketing materials through 42West, The Door, Viewpoint, and Shore Fire. For the years ended December 31, 2019 and 2018, the Company derived a majority of its revenues from this segment. 2) Content Production Segment This segment produces original motion picture and digital content. Revenues from this segment for the years ended December 31, 2019 and 2018 were related to the domestic and international distribution of the Companys motion pictures, Max Steel Believe. Max Steel See Note 18 for Segment Reporting for the years ended December 31, 2019 and 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting guidance adopted In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 20 (Leases) for further discussion. 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)). 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 decisionmakers 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 2016-13 " Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. " ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives for Property and Equipment | The range of estimated useful lives to be used to calculate depreciation and amortization for principal items of property and equipment are as follow: Asset Category Depreciation/ Amortization Period (Years) Furniture and fixtures 5 - 7 Computer and office equipment 3 - 5 Leasehold improvements 5 - 8, not to exceed the lease terms |
MERGERS AND ACQUISITIONS (Table
MERGERS AND ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Shore Fire Seller [Member] | |
Schedule of Consideration Transferred | The provisional acquisition-date fair value of the consideration transferred totaled $3,000,000, which consisted of the following: Common Stock issued at closing (314,812 shares) $ 200,000 Cash Consideration paid at closing 1,140,000 Cash Installment to be paid on March 3, 2020 250,000 Cash Installment to be paid on June 3, 2020 250,000 Cash Installment to be paid on December 3, 2020 390,000 Common Stock issued on December 3, 2020 200,000 Cash Installment to be paid on December 3, 2021 370,000 Common Stock issued on December 3, 2021 200,000 $ 3,000,000 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the provisional fair values of the assets acquired and liabilities assumed at the Shore Fire Closing Date. Amounts in the table are provisional estimates that may change, as described below. Cash $ 384,530 Accounts receivable 294,033 Other current assets 33,402 Property, plant & equipment 112,787 Intangibles 1,080,000 Total identifiable assets acquired 1,904,752 Accrued expenses (298,870 ) Accounts payable (38,750 ) Deferred tax liability (358,153 ) Contract liability (143,339 ) Other current liability (16,651 ) Total liabilities assumed (855,763 ) Net identifiable assets acquired 1,048,989 Goodwill 1,951,011 Net assets acquired $ 3,000,000 |
Schedule of Amounts Reported In Consolidated Statements of Operations | The revenue and net income of Shore Fire included in the consolidated amounts reported in the consolidated statements of operations for the year ended December 31, 2019 are as follows: Revenue $ 366,761 Net income $ 14,204 |
Viewpoint Computer Animation [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 32,713 Cash Installment to be paid on April 30, 2019 250,000 Cash Installment to be paid on October 31, 2019 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. Cash $ 206,950 Accounts receivable 503,906 Other current assets 102,411 Property, plant & equipment 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 (206,636 ) Deferred revenue (190,854 ) Total liabilities assumed (640,168 ) Net identifiable assets acquired 839,043 Goodwill 1,141,046 Net assets acquired $ 1,980,089 |
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 December 31, 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 December 31, 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 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 December 31, 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 December 31, 2019 $ 3,978,215 |
Schedule of Proforma Results of Operations | The following presents the pro forma consolidated operations as if Shore Fire had been acquired on January 1, 2019, and as if Viewpoint, The Door, and Shore Fire had been acquired on January 1, 2018 and their results had been included in the consolidated results of the Company: 2019 2018 Revenues $ 29,352,040 $ 34,428,564 Net loss (1,051,335 ) (3,404,628 ) |
PROPERTY, EQUIPMENT AND LEASE_2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, equipment and leasehold | Property, equipment and leasehold improvement consists of: December 31, December 31, Furniture and fixtures $ 792,611 $ 713,075 Computers and equipment 1,728,916 1,636,391 Leasehold improvements 770,628 732,870 3,292,155 3,082,336 Less: accumulated depreciation and amortization (2,255,306 ) (1,899,816 ) $ 1,036,849 $ 1,182,520 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
The Door [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 December 31, 2019 As of Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the Contingent Consideration) 1.58% -1.59 % 2.47% - 2.59 % Annual Asset Volatility Estimate 40.0 % 65 % |
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 December 31, 2019: Beginning fair value balance on the date of The Door merger (July 5, 2018) 1,620,000 Change in fair value (gain) reported in the statements of operations (1,070,000 ) Ending fair value balance reported in the consolidated balance sheet at December 31, 2018 $ 550,000 Change in fair value (gain) reported in the statements of operations (193,557 ) Reclassified to additional paid in capital 26,443 Ending fair value balance reported in the consolidated balance sheet at December 31, 2019 $ 330,000 |
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 64.0 70.0 % 35 59.4 % Discount rate based on US Treasury obligations 1.54% - 1.59 % 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 January 1, 2018 to December 31, 2019: Ending fair value balance reported in the consolidated balance sheet at January 1, 2018 $ 6,226,010 Change in fair value (gain) reported in the statements of operations (616,943 ) Put rights exercised December 2018 paid in January 2019 375,000 Ending fair value 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 (2,880,520 ) Put rights exercised December 2019 and not yet paid 275,000 Ending fair value of put rights reported in the consolidated balance sheet at December 31, 2019 $ 3,003,547 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Summary of Financial Information for Variable Interest Entities | These entities were previously under common control and have been accounted for at historical costs for all periods presented. Max Steel Productions LLC As of and for the years ended December 31, JB Believe LLC As of and for the years ended December 31, 2019 2018 2019 2018 Assets $ 7,379,851 $ 7,978,887 $ 190,347 $ 205,725 Liabilities $ (11,816,966 ) $ (11,887,911 ) $ (6,749,914 ) $ (6,741,834 ) Revenues $ 78,990 $ 427,153 $ 7,616 $ 207,459 Expenses $ (607,081 ) $ (1,041,013 ) $ (31,075 ) $ (290 ) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted loss per share: Year ended 12/31/2019 12/31/2018 Numerator Net loss attributable to Dolphin Entertainment stockholders $ (1,193,377 ) $ (2,913,321 ) Deemed dividend (301,692 ) (158,004 ) Net loss attributable to Dolphin Entertainment common share stockholders and numerator for basic earnings per share $ (1,495,069 ) $ (3,071,325 ) Change in fair value of put rights (2,880,520 ) (616,943 ) Numerator for diluted loss per share $ (4,375,589 ) $ (3,688,268 ) Denominator Denominator for basic EPS - weighted-average shares 16,522,924 13,773,395 Effect of dilutive securities: Put rights 4,902,582 2,386,091 Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of warrants 21,425,506 16,159,486 Basic loss per share $ (0.07 ) $ (0.22 ) Diluted loss per share $ (0.20 ) $ (0.23 ) |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | A summary of warrants outstanding at December 31, 2017 and issued exercised and expired during the years ended December 31, 2019 and 2018 is as follows: Warrants: Shares Weighted Avg. Balance at December 31, 2017 2,912,165 $ 4.80 Issued 177,203 4.74 Exercised Expired (362,115 ) 9.87 Balance at December 31, 2018 2,727,253 $ 3.62 Issued 550,000 2.00 Exercised Expired (1,000,000 ) 2.29 Balance at December 31, 2019 2,277,253 $ 3.47 |
Summary of Warrants Issued | 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 Exercise Exercise Original Expiration Warrant G 750,000 $ N/A $ 2.29 $ 10.00 January 31, 2019 Warrant H 250,000 $ N/A $ 2.29 $ 12.00 January 31, 2019 Warrant I 250,000 $ 0.78 $ 2.29 $ 14.00 January 31, 2020 1,250,000 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Assets by Segment | Year ended December 31, 2019 Year ended December 31, 2018 Revenue Entertainment publicity and marketing segment $ 24,915,261 $ 21,916,727 Content production segment 86,606 634,612 Total $ 25,001,867 $ 22,551,339 Segment operating loss: Entertainment publicity and marketing segment $ (823,143 ) $ (1,185,384 ) Content production segment (3,262,012 ) (2,963,193 ) Total (4,085,155 ) (4,148,577 ) Interest expense (1,206,201 ) (1,050,478 ) Other income, net 3,679,780 1,195,120 Loss before income taxes $ (1,611,576 ) $ (4,003,935 ) As of December 31, 2019 2018 Assets: Entertainment publicity and marketing segment $ 40,083,491 $ 34,372,195 Content production segment 2,488,235 3,617,399 Total assets $ 42,571,726 $ 37,989,594 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income Tax Benefit is as follows: December 31, 2019 2018 Current Income Tax (Benefit) Expense Federal $ $ 20,986 State 3,974 (100,092 ) $ 3,974 $ (79,106 ) Deferred Income Tax (Benefit) Expense Federal $ 607,637 $ 1,405,925 State 1,381,605 760,503 $ 1,989,242 $ 2,166,428 Change in Valuation (Benefit) Allowance Federal $ (909,390 ) $ (2,177,189 ) State (1,502,025 ) (1,000,747 ) (2,411,415 ) (3,177,936 ) Income Tax Benefit $ (418,199 ) $ (1,090,614 ) |
Schedule of Total Net Deferred Tax Assets | Deferred tax values at December 31, 2019 and 2018, are as follows: December 31, 2019 2018 Deferred Tax Assets: Accrued Expenses $ 811,323 $ 786,750 Interest Expense 479,409 422,407 Lease liability 1,662,623 430,494 Accrued Compensation 728,281 696,235 Intangibles 1,927,358 1,280,126 Other Assets 85,447 78,217 Put Options (336,584 ) 434,495 Capitalized Web Costs 555,370 Capitalized Production Costs 209,945 192,492 Charitable Contributions 197,284 218,352 Net Operating Losses and Credits 12,072,376 9,402,185 Total Deferred Tax Assets 17,837,462 14,497,123 Deferred Tax Liability: Fixed Assets (83,192 ) (105,767 ) Right of use asset (1,363,024 ) Other Liabilities (142,960 ) (132,313 ) Total Deferred Tax Liability $ (1,589,176 ) $ (238,080 ) Subtotal 16,248,286 14,259,043 Valuation Allowance (16,227,300 ) (14,259,043 ) Net Deferred Taxes $ 20,986 $ |
Schedule of Effective Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate with the effective tax rate from continuing operations is as follows: 2019 2018 Federal Statutory Tax Rate 21.0 % 21.0 % Permanent Items Affecting Tax Rate (2.2) % 2.3 % State Income Taxes, Net of Federal Income Tax Benefit 5.0 % 6.6 % Change in State Tax Rate 57.9 % % Return to Provision Adjustment (2.5) % 2.5 % Business Combination 21.7 % 19.2 % Other 2.5 % (0.4) % Change in Valuation Allowance (78.0 )% (24.3 )% Effective Tax Rate 25.4 % 26.9 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Right of Use Asset or Lease Liability Calculations | January 1, December 31, Assets Right-of-use asset $ 7,547,769 $ 7,435,903 Liabilities Current Lease liability $ 1,394,479 $ 1,610,022 Noncurrent Lease liability $ 6,298,437 $ 6,386,209 Total lease liability $ 7,692,916 $ 7,996,231 |
Schedule of Lease Income and Expenses | The table below shows the lease income and expenses recorded in the consolidated statement of operations incurred during year ended December 31, 2019. Lease costs Classification December 31, 2019 Operating lease costs Selling, general and administrative expenses $ 2,082,769 Operating lease costs Direct costs 243,444 Sublease income Selling, general and administrative expenses (101,392 ) Net lease costs $ 2,224,821 |
Schedule of Future Minimum Payments Under Operating Lease Agreements | Future minimum payments for operating leases in effect at December 31, 2019 were as follows: 2020 $ 2,252,799 2021 1,914,945 2022 1,293,707 2023 1,305,358 2024 1,357,335 Thereafter 2,173,036 Total $ 10,297,180 |
BASIS OF PRESENTATION AND ORG_2
BASIS OF PRESENTATION AND ORGANIZATION (Details) - USD ($) | Dec. 03, 2019 | Jul. 05, 2018 | Oct. 21, 2019 | Oct. 31, 2018 | Sep. 19, 2018 | Aug. 22, 2018 | Jul. 24, 2018 | Jan. 24, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 295,984 | |||||||||
Number of shares issued and sold | 405,000 | 250,000 | 265,000 | 20,750 | ||||||
Common stock issued under public offering | 2,700,000 | |||||||||
Stock price per share | $ 0.7828 | |||||||||
Proceeds from public offering | $ 1,900,000 | |||||||||
Viewpoint Shareholders [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Membership interests acquired | 100.00% | |||||||||
Purchase price | $ 2,000,000 | |||||||||
Cash payment | 750,000 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 500,000 | |||||||||
Price per share | $ 2.29 | |||||||||
Shares issued | 218,088 | |||||||||
Viewpoint Shareholders [Member] | Additional Cash [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 750,000 | |||||||||
Viewpoint Shareholders [Member] | Additional Cash [Member] | Three equal payments [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 250,000 | |||||||||
The Door [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 117,305 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 2,000,000 | |||||||||
Price per share | $ 3.65 | $ 3.25 | ||||||||
Contingent consideration | $ 1,620,000 | |||||||||
The Door [Member] | Merger Members [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | 2,000,000 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 2,000,000 | |||||||||
Price per share | $ 3.25 | |||||||||
Contingent consideration | $ 7,000,000 | |||||||||
Period of financial performance targets | 4 years | |||||||||
Period of employment agreement | 4 years | |||||||||
Shore Fire Seller [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Membership interests acquired | 100.00% | |||||||||
Purchase price | $ 3,000,000 | |||||||||
Cash payment in lieu of shares of Common Stock | $ 200,000 | |||||||||
Price per share | $ 0.64 | |||||||||
Shares issued | 314,812 | |||||||||
Shore Fire Seller [Member] | First Anniversary [Member] | Key Employees [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 140,000 | |||||||||
Shore Fire Seller [Member] | Second Anniversary [Member] | Key Employees [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | 120,000 | |||||||||
Shore Fire Seller [Member] | Additional Cash [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | 400,000 | |||||||||
Shore Fire Seller [Member] | Additional Cash [Member] | Two equal payments [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | 200,000 | |||||||||
Shore Fire Seller [Member] | Additional Cash [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | 1,000,000 | |||||||||
Shore Fire Seller [Member] | Additional Cash [Member] | Four Equal Payments [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment | $ 250,000 | |||||||||
Registered direct offering [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued and sold | 250,000 | |||||||||
Sale of stock price per share | $ 3 | |||||||||
Net proceeds from sale of equity | $ 730,000 | |||||||||
Underwritten registered public offering [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued and sold | 265,000 | 2,000,000 | ||||||||
Sale of stock price per share | $ 3 | |||||||||
Net proceeds from sale of equity | $ 707,000 | $ 5,300,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern Narrative Details | ||
Net income (loss) | $ (1,193,377) | $ (2,913,321) |
Accumulated deficit | 96,024,243 | 94,529,174 |
Working capital deficit | 15,626,495 | $ 11,868,202 |
Maximum value of equity securities company can sell under Form S-3 | $ 30,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 03, 2019 | |
Business Acquisition [Line Items] | |||
Restricted Cash | $ 714,089 | $ 732,368 | |
Cumulative effect adjustment to beginning retained earnings | 1,441,831 | ||
Amortization of capitalized production costs | 203,560 | ||
Impairment of capitalized production costs | 670,585 | 200,000 | |
Investments | 220,000 | 220,000 | |
Depreciation expense | 361,951 | 307,274 | |
Cash FDIC insured amount | 250,000 | ||
42 West, The Door and Viewpoint, Shore Media [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 12,661,333 | ||
Intangible assets | 740,000 | ||
Amortization of intangible assets | 1,585,009 | 1,671,530 | |
42 West, The Door and Viewpoint, Shore Media [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 3 years | ||
42 West, The Door and Viewpoint, Shore Media [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 14 years | ||
42 West [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 8,361,539 | 9,395,215 | |
Decrease to goodwill for working capital adjustment | 1,857,000 | ||
The Door and Viewpoint [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 5,000,741 | ||
Shore Fire Seller [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,080,000 | ||
Goodwill acquired | $ 1,951,011 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Schedule of Estimated Useful Lives for Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 7 years |
Computer and office equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 3 years |
Computer and office equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 5 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment | 8 years |
MERGERS AND ACQUISITIONS (Shore
MERGERS AND ACQUISITIONS (Shore Fire Media, Ltd) (Details) - USD ($) | Dec. 03, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Cash payment | $ 295,984 | ||
Acquisition related costs | $ 106,015 | $ 438,552 | |
Shore Fire Seller [Member] | |||
Business Acquisition [Line Items] | |||
Membership interests acquired | 100.00% | ||
Purchase price | $ 3,000,000 | ||
Cash payment in lieu of shares of Common Stock | $ 200,000 | ||
Price per share | $ 0.64 | ||
Shares issued | 314,812 | ||
Intangible assets | $ 1,080,000 | ||
Accounts receivable | 294,033 | ||
Shore Fire Seller [Member] | Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | 106,015 | ||
Shore Fire Seller [Member] | Customer relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 510,000 | ||
Useful life of Intangible assets | 5 years | ||
Shore Fire Seller [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 570,000 | ||
Useful life of Intangible assets | 10 years | ||
Shore Fire Seller [Member] | First Anniversary [Member] | Key Employees [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | $ 140,000 | ||
Shore Fire Seller [Member] | Second Anniversary [Member] | Key Employees [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | 120,000 | ||
Shore Fire Seller [Member] | Additional Cash [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | 400,000 | ||
Shore Fire Seller [Member] | Additional Cash [Member] | Two equal payments [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | 200,000 | ||
Shore Fire Seller [Member] | Additional Cash [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | 1,000,000 | ||
Shore Fire Seller [Member] | Additional Cash [Member] | Four Equal Payments [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | $ 250,000 |
MERGERS AND ACQUISITIONS (Viewp
MERGERS AND ACQUISITIONS (Viewpoint Computer Animation Acquisition) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | ||||
Apr. 30, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Oct. 21, 2019 | |
Business Acquisition [Line Items] | |||||||
Shares issued price per share | $ 0.7828 | ||||||
Cash payment | $ 295,984 | ||||||
Acquisition related costs | $ 106,015 | $ 438,552 | |||||
Viewpoint Computer Animation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued price per share | $ 1.96 | ||||||
Price per share | $ 2.29 | ||||||
Intangible assets | $ 450,000 | ||||||
Gross contractual amount | 509,406 | ||||||
Uncollectible accounts receivables | 5,500 | ||||||
Working capital adjustment | $ (19,924) | ||||||
Favorable lease asset | 120,000 | ||||||
Viewpoint Computer Animation [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 220,000 | ||||||
Useful life of Intangible assets | 5 years | ||||||
Viewpoint Computer Animation [Member] | Trade Names [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 100,000 | ||||||
Useful life of Intangible assets | 5 years | ||||||
Viewpoint Computer Animation [Member] | Favorable lease [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 130,000 | ||||||
Useful life of Intangible assets | 26 months | ||||||
Viewpoint Computer Animation [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 | ||||||
Acquisition related costs | $ 152,308 | ||||||
Viewpoint Computer Animation [Member] | Purchase Agreement [Member] | Initial Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | 218,088 | ||||||
Cash payment | $ 500,000 | ||||||
Viewpoint Computer Animation [Member] | Purchase Agreement [Member] | Post-Closing Consideration [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | 248,733 | ||||||
Cash payment | $ 250,000 | $ 750,000 | |||||
Cash payment in lieu of shares of Common Stock | $ 65,938 | ||||||
Working capital adjustment | $ 250,000 | ||||||
Viewpoint Computer Animation [Member] | Purchase Agreement [Member] | Post-Closing Consideration [Member] | Second Installment [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payment | $ 230,076 | ||||||
Viewpoint Computer Animation [Member] | Purchase Agreement [Member] | Post-Closing Consideration [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payment | $ 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 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Jul. 03, 2018 |
Business Acquisition [Line Items] | ||||||||
Cash payment | $ 295,984 | |||||||
Acquisition related costs | 106,015 | 438,552 | ||||||
Goodwill | $ 17,947,989 | 15,922,601 | $ 17,947,989 | |||||
The Door [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Price per share | $ 3.65 | $ 3.25 | $ 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 | |||||||
Number of shares purchased | 26,822 | |||||||
Contingent Consideration | 1,620,000 | |||||||
Acquisition related costs | 276,735 | |||||||
Goodwill | 3,978,215 | $ 3,978,215 | $ 3,978,215 | $ 3,835,475 | ||||
Intangible assets | $ 2,110,000 | 450,000 | 450,000 | |||||
Volatility estimate | 62.50% | |||||||
Ownership percentage | 25.00% | |||||||
Fair value of consideration transferred | $ 5,866,154 | |||||||
Working capital adjustment | $ 46,000 | $ 133,169 | 133,169 | |||||
Favorable lease asset | 130,769 | $ 130,769 | ||||||
The Door [Member] | Pro Forma [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 106,015 | $ 438,552 | ||||||
The Door [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Risk-free discount rate | 2.11% | |||||||
Discount rate | 20.00% | |||||||
The Door [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Risk-free discount rate | 2.67% | |||||||
Discount rate | 20.50% | |||||||
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] | Non-competition 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] | Publicity Marketing segment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3,859,695 | |||||||
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] | Post-Closing Consideration [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued | 307,692 | |||||||
Cash payment | $ 725,500 | |||||||
The Door [Member] | Merger Members [Member] | Initial Consideration [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued | 307,692 | |||||||
Cash payment | $ 1,000,000 | |||||||
The Door [Member] | Merger Members [Member] | Second Installment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment | $ 274,500 |
MERGERS AND ACQUISITIONS (42 We
MERGERS AND ACQUISITIONS (42 West Acquisition) (Details) - USD ($) | Jan. 13, 2020 | Dec. 12, 2019 | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 10, 2019 | Jun. 03, 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 | Dec. 13, 2018 | Oct. 10, 2018 | Oct. 02, 2018 | Sep. 04, 2018 | Aug. 02, 2018 | Jul. 10, 2018 | Jun. 01, 2018 | May 14, 2018 | Apr. 10, 2018 | Apr. 02, 2018 | Jan. 05, 2018 | Dec. 19, 2017 | Jan. 31, 2020 | Dec. 27, 2019 | Dec. 19, 2019 | Nov. 15, 2019 | Oct. 21, 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 | May 22, 2019 | Mar. 29, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Jan. 31, 2019 | Dec. 21, 2018 | Sep. 25, 2018 | Sep. 19, 2018 | Aug. 22, 2018 | Aug. 20, 2018 | Jun. 22, 2018 | Mar. 21, 2018 | Mar. 20, 2018 | Jan. 24, 2018 | Mar. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2019 | Mar. 30, 2018 | Feb. 23, 2018 |
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash payment | $ 295,984 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock | 405,000 | 250,000 | 265,000 | 20,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument amount | 3,311,198 | $ 3,353,741 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Favorable lease asset right of use | $ 7,435,903 | $ 7,547,769 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 17,892,900 | 14,123,157 | 10,565,789 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership interests acquired | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 18,700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | $ 9.22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 9,300,000 | 971,735 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 1,906,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 884,807 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 8,158,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock | 68,966 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | $ 412,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged for convertible note payable | $ 702,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Favorable lease asset right of use | $ 277,878 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | 385,514 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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] | Put Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 355,802 | 339,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 375,000 | $ 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 21,692 | 44,740 | 5,422 | 21,692 | 3,796 | 7,049 | 18,980 | 8,146 | 21,692 | 10,846 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 37,961 | 8,134 | 87,040 | 183,296 | |||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 75,000 | $ 200,000 | $ 100,000 | $ 35,000 | $ 65,000 | $ 525,000 | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 115,500 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 44,740 | 44,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 120,451 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 1,110,551 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 76,194 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | $ 2,165,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock, value | 412,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | Put Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | Convertible note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | Convertible note payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument amount | 702,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 20,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 1,187,087 | 183,296 | 339,206 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 50,000 | $ 200,000 | $ 300,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 1,390,000 | $ 474,680 | $ 2,165,500 | $ 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock, value | $ 375,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 6,779 | 32,538 | 46,095 | 21,692 | 32,538 | 16,268 | 51,485 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock, value | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | 42West employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 20,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 ($) | Dec. 03, 2019 | Jul. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Common Stock issued at closing | $ 113,624 | $ 2,246,154 | ||
Sellers' and Member's transaction costs paid at closing | $ 295,984 | |||
Shore Fire Seller [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock issued at closing | $ 200,000 | |||
Cash Consideration paid at closing | 1,140,000 | |||
Cash Installment to be paid on April 30, 2019 and March 3, 2020 | 250,000 | |||
Cash Installment to be paid on October 31, 2019 and june 3, 2020 | 250,000 | |||
Cash Installment to be paid on April 30, 2020, December 3, 2020 (included in other current liabilities) | 390,000 | |||
Cash payable on January 2, 2019 (included in other current liabilities) | 200,000 | |||
Cash Installment to be paid on December 3, 2021 | 370,000 | |||
Common Stock issued on December 3, 2021 | 200,000 | |||
Fair value of the consideration transferred totaled | $ 3,000,000 | |||
Viewpoint Computer Animation [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock issued at closing | 427,452 | |||
Cash Consideration paid at closing | 750,000 | |||
Cash Installment to be paid on April 30, 2019 and March 3, 2020 | 250,000 | |||
Cash Installment to be paid on October 31, 2019 and june 3, 2020 | 250,000 | |||
Cash Installment to be paid on April 30, 2020, December 3, 2020 (included in other current liabilities) | 250,000 | |||
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) | 32,713 | |||
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 issuable in 2018 (980,911 shares) and on January 2, 2019 (307,692 shares) | 1,123,077 | |||
Cash Consideration paid at closing | 882,695 | |||
Sellers' and Member's transaction costs paid at closing | 117,305 | |||
Cash Installment to be paid on April 30, 2019 and March 3, 2020 | 274,500 | |||
Cash Installment to be paid on October 31, 2019 and june 3, 2020 | 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) - USD ($) | Dec. 03, 2019 | Mar. 12, 2019 | Jan. 03, 2019 | Jul. 05, 2018 | Dec. 31, 2018 |
The Door [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock issued | 87,169 | 307,692 | 307,692 | ||
Common Stock issuable | 307,692 | ||||
Working capital adjustment amount paid | $ 46,000 | ||||
Viewpoint Computer Animation [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock issued | 218,088 | ||||
Shore Fire Seller [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock issued | 314,812 |
MERGERS AND ACQUISITIONS (Sch_3
MERGERS AND ACQUISITIONS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Dec. 31, 2019 | Dec. 03, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 05, 2018 | Jul. 03, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 17,947,989 | $ 15,922,601 | ||||
Shore Fire Seller [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 384,530 | |||||
Accounts receivable | 294,033 | |||||
Other current assets | 33,402 | |||||
Property, equipment and leasehold improvements | 112,787 | |||||
Intangible assets | 1,080,000 | |||||
Total identifiable assets acquired | 1,904,752 | |||||
Accrued expenses | (298,870) | |||||
Accounts payable | (38,750) | |||||
Other liabilities | (16,651) | |||||
Deferred tax liabilities | (358,153) | |||||
Contract liability | (143,339) | |||||
Total liabilities assumed | (855,763) | |||||
Net identifiable assets acquired | 1,048,989 | |||||
Goodwill | 1,951,011 | |||||
Net assets acquired | $ 3,000,000 | |||||
Viewpoint Computer Animation [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 | (206,636) | |||||
Deferred revenue | (190,854) | |||||
Total liabilities assumed | (640,168) | |||||
Net identifiable assets acquired | 839,043 | |||||
Goodwill | 1,096,902 | 1,141,046 | $ 1,141,046 | |||
Net assets acquired | $ 1,980,089 | |||||
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 | 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 | 3,978,215 | $ 3,835,475 | |||
Net assets acquired | $ 5,999,323 |
MERGERS AND ACQUISITIONS (Sch_4
MERGERS AND ACQUISITIONS (Schedule of Amounts Reported In Consolidated Statements of Operations) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 25,001,867 | $ 22,551,339 |
Net income (loss) | (1,193,377) | (2,913,321) |
Shore Fire Seller [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 366,761 | |
Net income (loss) | $ 14,204 | |
Viewpoint Computer Animation [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | (494,860) | |
Net income (loss) | $ (267,909) |
MERGERS AND ACQUISITIONS (Sch_5
MERGERS AND ACQUISITIONS (Schedule of Original and Revised Estimated Fair Values of Assets and Liabilities Assumed) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 05, 2018 | Jul. 03, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 17,947,989 | $ 15,922,601 | |||
Viewpoint Computer Animation [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 206,950 | ||||
Accounts receivable | 503,906 | ||||
Property, equipment and leasehold improvements | 183,877 | ||||
Prepaid expenses | 32,067 | ||||
Favorable lease intangible asset | 120,000 | ||||
Intangible assets | 450,000 | ||||
Total identifiable assets acquired | 1,479,211 | ||||
Accrued expenses | (165,284) | ||||
Accounts payable | (77,394) | ||||
Deferred tax liability | (206,636) | ||||
Total liabilities assumed | (640,168) | ||||
Net identifiable assets acquired | 839,043 | ||||
Goodwill | 1,096,902 | 1,141,046 | $ 1,141,046 | ||
Net assets acquired | $ 1,980,089 | ||||
Viewpoint Computer Animation [Member] | As initially reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 206,950 | ||||
Accounts receivable | 503,906 | ||||
Property, equipment and leasehold improvements | 183,877 | ||||
Prepaid expenses | 32,067 | ||||
Other assets | 102,411 | ||||
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 Computer Animation [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 | |||||
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 Computer Animation [Member] | As adjusted [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 206,950 | ||||
Accounts receivable | 503,906 | ||||
Property, equipment and leasehold improvements | 183,877 | ||||
Prepaid expenses | 32,067 | ||||
Other assets | 102,411 | ||||
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 | 30,667 | ||||
Favorable lease intangible asset | 130,769 | ||||
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 | 3,978,215 | $ 3,835,475 | ||
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 | |||||
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 ($) | Mar. 12, 2019 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 |
Changes to estimated fair values: | |||||
Adjusted goodwill at Ending | $ 15,922,601 | $ 17,947,989 | $ 17,947,989 | ||
Viewpoint Computer Animation [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill originally reported at beginning | 1,141,046 | ||||
Changes to estimated fair values: | |||||
Deferred tax liability | (24,220) | ||||
Working capital adjustment | (19,924) | ||||
Adjusted goodwill at Ending | $ 1,141,046 | $ 1,141,046 | 1,096,902 | 1,096,902 | |
The Door [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill originally reported at beginning | 3,835,475 | ||||
Changes to estimated fair values: | |||||
Deferred tax liability | 9,571 | ||||
Working capital adjustment | $ 46,000 | $ 133,169 | 133,169 | ||
Adjusted goodwill at Ending | $ 3,978,215 | $ 3,978,215 |
MERGERS AND ACQUISITIONS (Sch_7
MERGERS AND ACQUISITIONS (Schedule of Proforma Results of Operations) (Details) - Door Marketing Group LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenues | $ 29,352,040 | $ 34,428,564 |
Net (loss) income | $ (1,051,335) | $ (3,404,628) |
CAPITALIZED PRODUCTION COSTS,_2
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS (Capitalized Production Costs) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 23, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Production and distribution revenues | $ 86,606 | $ 634,612 | |
Capitalized production costs | 203,036 | 724,585 | |
Amount of future revenue exchange against debt | $ 900,000 | ||
Capitalized production costs impaired | 629,858 | ||
Motion Picture [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Capitalized production costs | 0 | 629,585 | |
Amortization of capitalized film costs | 0 | 203,560 | |
Impairment loss on capitalized film costs | 41,000 | 200,000 | |
Purchased Scripts [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Capitalized production costs | $ 203,036 | $ 95,000 |
CAPITALIZED PRODUCTION COSTS,_3
CAPITALIZED PRODUCTION COSTS, ACCOUNTS RECEIVABLES AND OTHER CURRENT ASSETS (Accounts Receivable and Other Assets) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 3,581,155 | $ 3,173,107 |
Other current assets | 372,872 | 620,970 |
Indemnification assets | 300,000 | |
Value added tax receivable | 19,610 | 62,776 |
Tax incentives | 5,228 | |
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 | |
Publicity Segment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 307,887 | $ 283,022 |
PROPERTY, EQUIPMENT AND LEASE_3
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Furniture and fixtures | $ 792,611 | $ 713,075 |
Computers and equipment | 1,728,916 | 1,636,391 |
Leasehold improvements | 770,628 | 732,870 |
Property plant and equipment gross | 3,292,155 | 3,082,336 |
Less: accumulated depreciation and amortization | (2,255,306) | (1,899,816) |
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization | 1,036,849 | 1,182,520 |
Depreciation expense | $ 361,951 | $ 307,274 |
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 office equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Computer and office equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
INVESTMENT (Details)
INVESTMENT (Details) - USD ($) | Dec. 31, 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 Agreements - Prints and Advertising Loan) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 23, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||||
Proceeds from line of credit | $ 1,700,390 | |||
Capitalized production costs | 203,036 | 724,585 | ||
Line of credit | 1,700,390 | 1,700,390 | ||
Interest expense | 1,206,201 | 1,050,478 | ||
Gain (loss) on extinguishment of debt | 711,718 | (53,271) | ||
Other current liabilities | 5,373,809 | 5,613,753 | ||
Motion Picture [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Capitalized production costs | 0 | 629,585 | ||
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 | |||
Restricted cash | $ 900,000 | $ 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 | 682,842 | ||
Interest expense | 60,660 | 120,608 | ||
Income recognized from direct costs from loan proceeds not used by distributor | $ 500,000 | |||
Gain (loss) on extinguishment of debt | $ 712,953 | |||
Accrued interest | $ 712,953 | |||
Amount paid by unaffiliated party to lender | $ 4,500,000 |
DEBT (Production Service Agreem
DEBT (Production Service Agreement) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 3,311,198 | $ 3,353,741 | |
Production Service Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 10,419,009 | 3,311,199 | 3,353,741 |
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 ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 29, 2018 | Mar. 30, 2017 | Dec. 31, 2019 | 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 | $ 2,300,000 | |||
Line of credit paid | $ 750,000 | |||
Number of shares purchased | 884,807 | |||
Line credit maturity date | Mar. 15, 2020 | |||
Line of credit outstanding | $ 1,700,390 | $ 1,700,390 | ||
42 West [Member] | Put Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit paid | $ 1,690,000 | |||
Number of shares purchased | 1,187,087 | 183,296 | 339,206 |
NOTES PAYABLE (Convertible Note
NOTES PAYABLE (Convertible Notes) (Details) - USD ($) | Dec. 04, 2019 | Oct. 11, 2019 | Aug. 12, 2019 | Jul. 09, 2019 | Jul. 05, 2018 | Sep. 25, 2019 | May 21, 2019 | May 20, 2019 | Mar. 25, 2019 | Mar. 21, 2019 | Jun. 25, 2018 | Jun. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 20, 2019 | Jul. 23, 2019 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 3,311,198 | $ 3,353,741 | |||||||||||||||
Beneficial conversion feature | 293,144 | ||||||||||||||||
Loss on extinguishment of debt | 711,718 | (53,271) | |||||||||||||||
Interest expense | 1,206,201 | 1,050,478 | |||||||||||||||
Interest Paid | 296,771 | 185,307 | |||||||||||||||
Interest payable | 1,698,280 | 1,624,754 | |||||||||||||||
Debt carrying amount current portion | 3,311,198 | $ 4,036,582 | |||||||||||||||
Shares exercised during the period | |||||||||||||||||
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 conversion converted amount | $ 297,936 | ||||||||||||||||
Debt conversion converted, shares issued | 380,603 | ||||||||||||||||
Debt instrument conversion price | $ 0.78 | $ 5 | |||||||||||||||
Debt instrument conversion price percentage of common stock | 15.00% | ||||||||||||||||
Market price of common stock | $ 1.37 | ||||||||||||||||
Beneficial conversion feature | 118,211 | ||||||||||||||||
Warrants to purchase common stock | 137,500 | ||||||||||||||||
Exercise price | $ 2 | ||||||||||||||||
Interest expense | $ 166,887 | 77,842 | |||||||||||||||
Debt carrying amount noncurrent | 910,955 | ||||||||||||||||
Debt discount | $ 100,000 | 70,833 | |||||||||||||||
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 | |||||||||||||||
Interest expense | 22,872 | ||||||||||||||||
Debt discount | 126,257 | ||||||||||||||||
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 Lincoln Park Note [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument conversion price | $ 1 | ||||||||||||||||
Convertible Debt [Member] | 2019 Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 500,000 | $ 150,000 | $ 250,000 | $ 200,000 | |||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Debt carrying amount noncurrent | 1,100,000 | ||||||||||||||||
Debt maturity date | Oct. 11, 2021 | 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 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 | 118,279 | $ 58,333 | ||||||||||||||
Interest Paid | 90,000 | 58,333 | |||||||||||||||
Interest payable | 123,076 | 61,538 | |||||||||||||||
Debt carrying amount noncurrent | 1,202,064 | 1,376,924 | |||||||||||||||
Debt discount | 0 | 123,076 | |||||||||||||||
Debt maturity date | Jan. 5, 2020 | ||||||||||||||||
Prepayment penalty | 10.00% | ||||||||||||||||
Convertible Debt [Member] | 2018 Convertible Debt [Member] | Public Offering 2019 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument conversion price | $ 0.78 | ||||||||||||||||
Convertible Debt [Member] | 2017 Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument amount | $ 875,000 | ||||||||||||||||
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 | ||||||||||||||||
Debt carrying amount noncurrent | $ 75,000 | ||||||||||||||||
Convertible promissory note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion converted amount | $ 297,936 | $ 75,000 | $ 273,425 | ||||||||||||||
Debt conversion converted, shares issued | 380,603 | 53,191 | 85,299 | ||||||||||||||
Convertible promissory note [Member] | 2017 Convertible Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion converted amount | $ 250,000 | ||||||||||||||||
Debt conversion converted, shares issued | 85,299 | ||||||||||||||||
Debt instrument conversion price | $ 3.21 | $ 3.21 | |||||||||||||||
Market price of common stock | $ 3.83 | $ 3.83 | |||||||||||||||
Loss on extinguishment of debt | 53,271 | ||||||||||||||||
Interest expense | 96,783 | ||||||||||||||||
Interest Paid | 87,979 | ||||||||||||||||
Interest payable | $ 23,425 | $ 23,425 | 40,803 | 4,861 | |||||||||||||
Debt carrying amount current portion | 1,252,000 | 625,000 | |||||||||||||||
Debt carrying amount noncurrent | $ 1,100,000 | $ 1,376,924 |
NOTES PAYABLE (Nonconvertible N
NOTES PAYABLE (Nonconvertible Notes Payable) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | |
Debt Instrument [Line Items] | |||
Debt instrument amount | $ 3,311,198 | $ 3,353,741 | |
Interest expense | 1,206,201 | 1,050,478 | |
Interest Paid | 296,771 | 185,307 | |
Interest payable | 1,698,280 | 1,624,754 | |
Debt carrying amount current portion | 3,311,198 | 4,036,582 | |
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 110,532 | 90,310 | |
Interest Paid | 108,059 | ||
Interest payable | 8,788 | 6,315 | |
Debt carrying amount current portion | 288,237 | 479,874 | |
Debt carrying amount noncurrent | $ 1,074,122 | $ 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 | $ 492,233 | |
Debt instrument rate | 10.00% | ||
Debt instrument maturity date | Dec. 10, 2023 | ||
Interest payable | $ 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 | ||
Debt instrument rate | 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 | ||
Debt instrument rate | 10.00% | ||
Debt instrument maturity date | Jun. 14, 2019 | ||
Notes Payable [Member] | Notes Payable issued November 05, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument amount | $ 350,000 | ||
Debt instrument rate | 10.00% | ||
Debt instrument maturity date | Nov. 4, 2021 |
LOANS FROM RELATED PARTY (Detai
LOANS FROM RELATED PARTY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Debt instrument amount | $ 3,311,198 | $ 3,353,741 | |
Interest expense | 1,206,201 | 1,050,478 | |
Repayment of related party debt | 601,001 | ||
Loan from related party | 1,107,873 | 1,107,873 | |
Accrued interest | 1,698,280 | 1,624,754 | |
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 | 110,787 | 129,384 | |
Repayment of related party debt | 0 | 601,001 | |
Loan from related party | 1,107,873 | 1,107,873 | |
Accrued interest | $ 415,592 | $ 304,888 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) | Jan. 13, 2020 | Dec. 12, 2019 | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 10, 2019 | Jun. 03, 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 | Dec. 13, 2018 | Oct. 10, 2018 | Oct. 02, 2018 | Sep. 04, 2018 | Jul. 10, 2018 | Jul. 05, 2018 | Jul. 05, 2018 | Jun. 01, 2018 | May 14, 2018 | Apr. 10, 2018 | Apr. 02, 2018 | Jan. 05, 2018 | Dec. 19, 2017 | Jan. 31, 2020 | Dec. 27, 2019 | Dec. 19, 2019 | Nov. 15, 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 | May 22, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Jan. 31, 2019 | Dec. 21, 2018 | Sep. 25, 2018 | Aug. 20, 2018 | Jun. 22, 2018 | Mar. 21, 2018 | Mar. 20, 2018 | Mar. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of put rights | $ (2,880,520) | $ (616,943) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Current liabilities | $ 21,936,919 | $ 22,490,861 | $ 21,936,919 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rights outstanding | 1,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Put Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of warrant liability | $ (2,882,520) | $ (616,943) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of put rights | $ 3,800,000 | 3,003,547 | 5,984,067 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent Consideration [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration | 550,000 | $ 330,000 | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 884,807 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 8,158,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | $ 9.22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 9,300,000 | 971,735 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | $ 412,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged for convertible note payable | $ 702,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 1,187,087 | 183,296 | 339,206 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 50,000 | $ 200,000 | $ 300,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 1,390,000 | $ 474,680 | $ 2,165,500 | $ 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in Earn Out Consideration | 20,246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 6,779 | 32,538 | 46,095 | 21,692 | 32,538 | 16,268 | 51,485 | ||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Convertible note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 76,194 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | $ 2,165,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Convertible note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of shares exchanged | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares exchanged | 385,514 | 385,514 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 355,802 | 339,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 375,000 | $ 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 21,692 | 44,740 | 5,422 | 21,692 | 3,796 | 7,049 | 18,980 | 8,146 | 21,692 | 10,846 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 37,961 | 8,134 | 87,040 | 183,296 | |||||||||||||||||||||||||||||||||||
Number of shares exchanged | 44,740 | 44,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 75,000 | $ 200,000 | $ 100,000 | $ 35,000 | $ 65,000 | $ 525,000 | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 115,500 | |||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 120,451 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 1,110,551 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Door Marketing Group LLC [Member] | Contingent Consideration [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Door [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration | $ 26,443 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Door [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 26,822 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 3.65 | $ 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 | $ 1,070,000 | $ 193,557 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value Assumptions Used to Value Liabilities, Put Rights) (Details) - Put Rights [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity Volatility estimate | 64.00% | 35.00% |
Discount rate based on US Treasury obligations | 1.54% | 2.45% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity Volatility estimate | 70.00% | 59.40% |
Discount rate based on US Treasury obligations | 1.59% | 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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning fair value balance reported on the consolidated balance sheet | $ 5,984,067 | $ 6,226,010 |
Change in fair value (gain) reported in the statements of operations | (2,882,520) | (616,943) |
Put rights exercised December 2018 and payable January 2019 | (375,000) | 375,000 |
Put rights exercised December 2019 and not yet paid | 275,000 | |
Ending fair value balance reported in the condensed consolidated balance sheet | $ 5,984,067 | |
Ending fair value of put rights reported in the consolidated balance sheet at December 31, 2019 | $ 3,003,547 |
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] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Annual Asset Volatility Estimate | 40.00% | 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) | 1.58% | 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) | 1.59% | 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 ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning fair value balance reported on the consolidated balance sheet | $ 1,620,000 | $ 550,000 |
Change in fair value (gain) reported in the statements of operations | (1,070,000) | (193,557) |
Reclassified to additional paid in capital | 26,443 | |
Ending fair value balance reported in the condensed consolidated balance sheet | $ 550,000 | $ 330,000 |
CONTRACT LIABILITIES (Details)
CONTRACT LIABILITIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 309,880 | $ 522,620 |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | |||
Capitalized production costs | $ 203,036 | $ 724,585 | |
Accounts receivable, net of allowance for doubtful accounts | 3,581,155 | 3,173,107 | |
Accrued interest | 1,698,280 | 1,624,754 | |
Debt instrument face amount | 3,311,198 | 3,353,741 | |
Revenue | $ 25,001,867 | 22,551,339 | |
JB Believe, LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Membership interest | 25.00% | ||
Due from related party | $ 6,491,834 | ||
JB Believe, LLC [Member] | Domestic Distribution [Member] | |||
Variable Interest Entity [Line Items] | |||
Revenue | 7,616 | 207,459 | |
Production Service Agreement [Member] | |||
Variable Interest Entity [Line Items] | |||
Debt instrument face amount | 3,311,199 | 3,353,741 | $ 10,419,009 |
Producer fee owed to lender | $ 892,619 | ||
Motion Picture [Member] | |||
Variable Interest Entity [Line Items] | |||
Capitalized production costs | 0 | 629,585 | |
Allowance for doubtful accounts | 0 | 227,280 | |
Write off accounts receivable | 116,067 | 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 | $ 357,264 | |
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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Max Steel Productions, LLC | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 7,379,851 | $ 7,978,887 |
Liabilities | (11,816,966) | (11,887,911) |
Revenues | 78,990 | 427,153 |
Expenses | (607,081) | (1,041,013) |
JB Believe, LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 190,347 | 205,725 |
Liabilities | (6,749,914) | (6,741,834) |
Revenues | 7,616 | 207,459 |
Expenses | $ (31,075) | $ (290) |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Preferred Stock) (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 09, 2017 | Feb. 23, 2016 | |
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 50,000 | ||
Preferred stock, description | An Eligible Class C Preferred Stock Holder means any of (i) DE LLC for so long as Mr. O’Dowd continues to beneficially own at least 90% and serves on the board of directors or other governing entity, (ii) any other entity in which Mr. O’Dowd beneficially owns more than 90%, or a trust for the benefit of others, for which Mr. O’Dowd 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 (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Common Stock) (Narrative) (Details) - USD ($) | Jan. 13, 2020 | Dec. 12, 2019 | Dec. 04, 2019 | Dec. 03, 2019 | Oct. 10, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | Jul. 10, 2019 | Jun. 03, 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. 11, 2019 | Jan. 04, 2019 | Jan. 03, 2019 | Dec. 13, 2018 | Oct. 10, 2018 | Oct. 05, 2018 | Oct. 02, 2018 | Sep. 04, 2018 | Aug. 02, 2018 | Jul. 10, 2018 | Jul. 05, 2018 | Jul. 05, 2018 | Jun. 01, 2018 | May 14, 2018 | Apr. 10, 2018 | Apr. 02, 2018 | Jan. 05, 2018 | Dec. 19, 2017 | Sep. 14, 2017 | Jan. 31, 2020 | Dec. 27, 2019 | Dec. 19, 2019 | Nov. 15, 2019 | Oct. 21, 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 | May 22, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Jan. 31, 2019 | Dec. 21, 2018 | Oct. 31, 2018 | Sep. 25, 2018 | Sep. 19, 2018 | Aug. 30, 2018 | Aug. 22, 2018 | Aug. 20, 2018 | Jul. 24, 2018 | Jun. 25, 2018 | Jun. 22, 2018 | Mar. 21, 2018 | Mar. 20, 2018 | Feb. 21, 2018 | Jan. 24, 2018 | Jan. 22, 2018 | Aug. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 07, 2017 | Mar. 30, 2017 | Feb. 23, 2016 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.015 | $ 0.015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | 1:2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.7828 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | 405,000 | 250,000 | 265,000 | 20,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period, value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 175,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants exercises | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, issued | 2,700,000 | 17,892,900 | 14,123,157 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, Outstanding | 17,892,900 | 14,123,157 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock and warrants (unit) in Offering | $ 700,000 | $ 700,000 | $ 81,044 | $ 81,044 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from public offering | $ 1,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in conversion of debt | 380,603 | 53,191 | 85,299 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued in conversion of debt, value | $ 297,936 | $ 75,000 | $ 273,425 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 1.41 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock issued | 307,692 | 307,692 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | 68,966 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership interests acquired | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | $ 9.22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | 0.004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 8,158,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold, value | $ 412,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold, value | $ 375,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 9.22 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 6,779 | 32,538 | 46,095 | 21,692 | 32,538 | 16,268 | 51,485 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of common stock and warrants (unit) in Offering | $ 62,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 50,000 | $ 200,000 | $ 300,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 1,390,000 | $ 474,680 | $ 2,165,500 | $ 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold, value | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 1.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period | 21,692 | 44,740 | 5,422 | 21,692 | 3,796 | 7,049 | 18,980 | 8,146 | 21,692 | 10,846 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 37,961 | 8,134 | 87,040 | 183,296 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | $ 100,000 | $ 75,000 | $ 350,000 | $ 50,000 | $ 75,000 | $ 200,000 | $ 100,000 | $ 35,000 | $ 65,000 | $ 525,000 | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 115,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 375,000 | 3,127,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from public offering | $ 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares exercised during the period, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased, value | $ 1,110,551 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Door Marketing Group LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | 307,692 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 300,012 | 7,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 300,012 | 7,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Viewpoint Shareholders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 218,088 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership interests acquired | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 2.29 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 218,088 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Door Marketing Group LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock issued | 87,169 | 307,692 | 307,692 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 3.65 | $ 3.65 | $ 3.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from stock consideration | $ 1,123,077 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shore Fire Seller [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during period | 314,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Membership interests acquired | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock issued | 314,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.64 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 314,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, authorized | 400,000,000 | 400,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 Omnibus Incentive Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock issuable | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock issued | 59,320 | 59,320 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 Omnibus Incentive Compensation Plan [Member] | 42West employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares returned | 17,585 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Market price of shares returned | $ 3.19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from public offering | $ 5,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | 2017 Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock issued | 59,320 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwriter [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued and sold | 175,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 4.74 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 1,453 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Oct. 21, 2019 | |
Numerator | |||
Net loss attributable to Dolphin Entertainment shareholders | $ (1,193,377) | $ (2,913,321) | |
Deemed dividend | (301,692) | (158,004) | |
Net loss attributable to Dolphin Entertainment common share stockholders and numerator for basic earnings per share | (1,495,069) | (3,071,325) | |
Change in fair value of put rights | (2,880,520) | (616,943) | |
Numerator for diluted loss per share | $ (4,375,589) | $ (3,688,268) | |
Denominator | |||
Denominator for basic EPS - weighted-average shares | 16,522,924 | 13,773,395 | |
Effect of dilutive securities: | |||
Put rights | 4,902,582 | 2,386,091 | |
Denominator for diluted EPS - adjusted weighted-average shares assuming exercise of warrants | 21,425,506 | 16,159,486 | |
Basic loss per share | $ (0.07) | $ (0.22) | |
Diluted loss per share | $ (0.20) | $ (0.23) | |
Anti-dilutive shares excluded from computation | 4,212,962 | 888,251 | |
Shares issued price per share | $ 0.7828 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Dec. 03, 2019 | Aug. 02, 2018 | Apr. 13, 2017 | Oct. 21, 2019 | Sep. 19, 2018 | Aug. 22, 2018 | Jan. 24, 2018 | Jan. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | Nov. 20, 2019 | Sep. 20, 2019 | Jul. 23, 2019 | May 21, 2019 | Oct. 31, 2018 | Jul. 24, 2018 | Jul. 05, 2018 | Dec. 21, 2017 | Mar. 30, 2017 |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants issued | 175,750 | ||||||||||||||||||||
Shares issued price per share | $ 0.7828 | ||||||||||||||||||||
Additional paid in capital | $ 105,092,852 | $ 105,443,656 | |||||||||||||||||||
Shares issued during period, value | |||||||||||||||||||||
Number of shares issued and sold | 405,000 | 250,000 | 265,000 | 20,750 | |||||||||||||||||
Underwriter [Member] | Common Stock | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants issued | 1,453 | ||||||||||||||||||||
Number of shares issued and sold | 175,750 | ||||||||||||||||||||
Sale of stock price per share | $ 4.74 | ||||||||||||||||||||
42 West [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | $ 0.004 | ||||||||||||||||||||
Price per share | $ 9.22 | 9.22 | |||||||||||||||||||
Number of shares issued and sold | 68,966 | ||||||||||||||||||||
Shore Fire Seller [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Price per share | $ 0.64 | ||||||||||||||||||||
Shares issued during period | 314,812 | ||||||||||||||||||||
T Squared Investments, LLC [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants exercised | 162,885 | ||||||||||||||||||||
Common stock received | 162,885 | ||||||||||||||||||||
Previously paid amount that company to pay down the exercise price of the warrants | $ 1,625,000 | ||||||||||||||||||||
Remaining warrants | 12,115 | ||||||||||||||||||||
Shares issued price per share | $ 6.20 | ||||||||||||||||||||
Warrant Member | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants issued | 1,215,000 | ||||||||||||||||||||
Exercise price | $ 4.74 | ||||||||||||||||||||
Warrants Series "G", "H" and "I" [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | $ 0.02 | ||||||||||||||||||||
Warrants Series "G", "H" and "I" [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | $ 4.12 | ||||||||||||||||||||
Warrants Series "G", "H" and "I" [Member] | 42 West [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | $ 9.22 | ||||||||||||||||||||
Warrants Series "G", "H" and "I" [Member] | T Squared Investments, LLC [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | $ 2.29 | $ 3 | $ 3.25 | ||||||||||||||||||
Series E and F Warrants [Member] | T Squared Investments, LLC [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants issued | 175,000 | ||||||||||||||||||||
Exercise price | $ 10 | ||||||||||||||||||||
Expiration Date | Dec. 31, 2012 | ||||||||||||||||||||
Warrant Member | Underwriter [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Exercise price | 4.74 | $ 4.74 | $ 0.78 | ||||||||||||||||||
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 | $ 2 | |||||||||||||||||
Warrants to purchase common stock | 550,000 | 550,000 | 550,000 | 137,500 | |||||||||||||||||
Warrants fair value | $ 220,000 | $ 220,000 | $ 220,000 | $ 220,000 |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Issued | 59,320 | ||
Exercised | |||
Warrant Member | |||
Shares | |||
Balance at December 31, 2018 | 2,727,253 | 2,912,165 | |
Issued | 550,000 | 177,203 | |
Exercised | |||
Expired | (1,000,000) | (362,115) | |
Balance at December 31, 2019 | 2,277,253 | 2,727,253 | |
Weighted Avg. Exercise Price | |||
Balance at December 31, 2018 | $ 3.62 | $ 4.80 | |
Issued | 2 | 4.74 | |
Exercised | |||
Expired | 2.29 | 9.87 | |
Balance at December 31, 2019 | $ 3.47 | $ 3.62 |
WARRANTS (Summary of Warrants I
WARRANTS (Summary of Warrants Issued) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | $ 0.78 | $ 2.29 |
Original Exercise Price | $ 14 | |
Expiration Date | Jan. 31, 2020 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 12, 2019 | Sep. 03, 2019 | Aug. 12, 2019 | May 06, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Feb. 07, 2019 | Jan. 04, 2019 | Jan. 03, 2019 | Jan. 05, 2018 | Dec. 19, 2017 | Jan. 31, 2020 | Dec. 27, 2019 | Dec. 19, 2019 | Nov. 15, 2019 | Sep. 24, 2019 | Aug. 23, 2019 | Aug. 19, 2019 | Jun. 30, 2019 | Jun. 25, 2019 | Jun. 24, 2019 | May 22, 2019 | Mar. 21, 2019 | Mar. 20, 2019 | Mar. 21, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 21, 2019 | Mar. 30, 2017 | Dec. 31, 2014 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued as consideration for merger, value | $ 113,624 | $ 2,246,154 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.7828 | |||||||||||||||||||||||||||||||
Repayment of related party debt | 601,001 | |||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 348,250 | $ 1,500,000 | ||||||||||||||||||||||||||||||
Shares exercised during the period | ||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued as consideration for merger | 307,692 | 307,692 | ||||||||||||||||||||||||||||||
Stock issued as consideration for merger, value | $ 4,622 | $ 4,615 | ||||||||||||||||||||||||||||||
42 West [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate common shares Sellers have the right to cause the Company to purchase per Put Agreement | 1,187,094 | |||||||||||||||||||||||||||||||
Aggregate common shares Sellers have the right to cause the Company to purchase per Put Agreement, purchase price per share | $ 9.22 | |||||||||||||||||||||||||||||||
Number of shares purchased by Company through Put Rights | 51,518 | |||||||||||||||||||||||||||||||
Aggregate cost of shares purchased by Company through Put Rights | $ 175,000 | $ 475,000 | ||||||||||||||||||||||||||||||
42 West [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Shares exercised during the period | 16,269 | 385,514 | ||||||||||||||||||||||||||||||
42 West [Member] | Put Rights [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Shares exercised during the period | 21,692 | 44,740 | 5,422 | 21,692 | 3,796 | 7,049 | 18,980 | 8,146 | 21,692 | 10,846 | 8,134 | 10,846 | 10,846 | 10,846 | 12,527 | 8,134 | 37,961 | 8,134 | 87,040 | 183,296 | ||||||||||||
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 | 2,625,000 | 2,625,000 | ||||||||||||||||||||||||||||||
Accrued interest | 1,493,219 | 1,230,719 | ||||||||||||||||||||||||||||||
Interest expense | $ 262,500 | $ 236,598 | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||
Mr. Mayer [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 | 65,076 | 101,680 | ||||||||||||||||||||||||||||||
Aggregate cost of shares purchased by Company through Put Rights | $ 150,000 | $ 600,000 | $ 937,500 | |||||||||||||||||||||||||||||
Mr. Mayer [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate cost of shares purchased by Company through Put Rights | $ 100,000 | |||||||||||||||||||||||||||||||
In Door Acquisition to Director of Company [Member] | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued as consideration for merger | 153,846 | |||||||||||||||||||||||||||||||
Stock issued as consideration for merger, value | $ 362,750 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 25,001,867 | $ 22,551,339 |
Segment operating loss | (4,085,155) | (4,148,577) |
Interest expense | (1,206,201) | (1,050,478) |
Other income, net | 3,679,780 | 1,195,120 |
Loss before income taxes | (1,611,576) | (4,003,935) |
Total assets | 42,571,726 | 37,989,594 |
Accumulated amortization on intangible assets | 4,299,794 | 2,714,785 |
42 West [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Intangible assets acquired | 8,361,539 | 9,395,215 |
Accumulated amortization on intangible assets | 2,714,785 | |
Entertainment publicity and marketing segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,915,261 | 21,916,727 |
Segment operating loss | (823,143) | (1,185,384) |
Total assets | 40,083,491 | 34,372,195 |
Entertainment publicity and marketing segment [Member] | 42 West [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill acquired | 15,922,601 | |
Goodwill impairment | 17,947,989 | 1,857,000 |
Content production segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 86,606 | 634,612 |
Segment operating loss | (3,262,012) | (2,963,193) |
Total assets | $ 2,488,235 | $ 3,617,399 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Federal Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 43,692,000 |
Federal Tax Authority [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, expiration date | Dec. 31, 2028 |
State of Florida Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 25,270,000 |
State of Florida Tax Authority [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, expiration date | Dec. 31, 2029 |
State of California Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 13,054,000 |
State of California Tax Authority [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, expiration date | Dec. 31, 2032 |
State of New York Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 1,780,000 |
State of New York Tax Authority [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, expiration date | Dec. 31, 2038 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current Income Tax (Benefit) Expense | ||
Federal | $ 20,986 | |
State | 3,974 | (100,092) |
Current | 3,974 | (79,106) |
Deferred Income Tax (Benefit) Expense | ||
Federal | 607,637 | 1,405,925 |
State | 1,381,605 | 760,503 |
Deferred | 1,989,242 | 2,166,428 |
Change in Valuation (Benefit) Allowance | ||
Federal | (909,390) | (2,177,189) |
State | (1,502,025) | (1,000,747) |
Change in valuation allowance | (2,411,415) | (3,177,936) |
Income Tax (Benefit) Expense | $ (418,199) | $ (1,090,614) |
INCOME TAXES (Schedule of Total
INCOME TAXES (Schedule of Total Net Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Accrued Expenses | $ 811,323 | $ 786,750 |
Interest Expense | 479,409 | 422,407 |
Lease liability | 1,662,623 | 430,494 |
Accrued Compensation | 728,281 | 696,235 |
Intangibles | 1,927,358 | 1,280,126 |
Other Assets | 85,447 | 78,217 |
Put Options | (336,584) | 434,495 |
Capitalized Web Costs. | 555,370 | |
Capitalized Production Costs | 209,945 | 192,492 |
Charitable Contributions | 197,284 | 218,352 |
Net Operating Losses and Credits | 12,072,376 | 9,402,185 |
Total Deferred Tax Assets | 17,837,462 | 14,497,123 |
Deferred Tax Liability: | ||
Fixed assets | (83,192) | (105,767) |
Right of use asset | (1,363,024) | |
Other Liabilities | (142,960) | (132,313) |
Total Deferred Tax Liabilities | (1,589,176) | (238,080) |
Subtotal | 16,248,286 | 14,259,043 |
Valuation Allowance | (16,227,300) | (14,259,043) |
Net Deferred taxes | $ 20,986 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Tax Rate | 21.00% | 21.00% |
Permanent Items Affecting Tax Rate | (2.20%) | 2.30% |
State Income Taxes, Net of Federal Income Tax Benefit | 5.00% | 6.60% |
Change in State Tax Rate | 57.90% | |
Return to Provision Adjustment | (2.50%) | 2.50% |
Business combination | 21.70% | 19.20% |
Other | 2.50% | (0.40%) |
Change in Valuation Allowance | (78.00%) | (24.30%) |
Effective Tax Rate | 25.40% | 26.90% |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Incremental borrowings rate | 8.00% | ||
Rent expense | $ 2,224,821 | $ 1,566,910 | |
Newton, Massachusetts Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Mar. 31, 2021 | ||
Operating lease term | 5 years | ||
Operating lease security deposit | $ 36,735 | ||
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 | $ 249,305 | ||
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 | ||
California 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 | Dec. 31, 2021 | |
Operating lease term | 5 years | 5 years | |
Value of Standby Letter or Credit used to secure operating lease | $ 50,000 | $ 50,000 | |
Operating lease security deposit | 44,788 | $ 44,788 | |
Early termination fee per operating lease agreement | $ 637,000 | ||
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 | ||
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 | ||
Brooklyn, New York Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Feb. 28, 2026 | ||
Operating lease security deposit | $ 34,490 | ||
Nashville, Tennessee Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease expiration date | Jul. 31, 2020 | ||
Operating lease security deposit | $ 1,575 |
LEASES (Schedule of Right of Us
LEASES (Schedule of Right of Use Asset or Lease Liability Calculations) (Details) - USD ($) | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Assets | |||
Right of use asset | $ 7,435,903 | $ 7,547,769 | |
Current | |||
Lease liability | 1,610,022 | 1,394,479 | |
Noncurrent | |||
Lease liability | 6,386,209 | 6,298,437 | |
Total lease liability | $ 7,996,231 | $ 7,692,916 |
LEASES (Schedule of Lease Incom
LEASES (Schedule of Lease Income and Expenses) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Net lease costs | $ 2,224,821 |
Selling, general and administrative expenses [Member] | |
Operating lease costs | 2,082,769 |
Sublease income | (101,392) |
Direct costs [Member] | |
Operating lease costs | $ 243,444 |
LEASES (Schedule of Maturities
LEASES (Schedule of Maturities of Lease Liabilities) (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 2,252,799 |
2021 | 1,914,945 |
2022 | 1,293,707 |
2023 | 1,305,358 |
2024 | 1,357,335 |
Thereafter | 2,173,036 |
Total | $ 10,297,180 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Apr. 05, 2018 | Aug. 31, 2017 | Jun. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 |
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 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 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 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. | |||||
Share-based compensation awards granted | 59,320 | |||||
Share-based compensation expense | $ 20,422 | |||||
401(K) profit sharing plan contributions | $ 292,759 | 370,343 | ||||
Contribution description | The Company and its wholly owned subsidiaries have 401(K) profit sharing plan that covers substantially all of its employees. The Company's 401(K) plan matches up to 4% of the employee’s contribution. The plans match dollar for dollar the first 3% of the employee’s contribution and then 50% of contributions up to 5%. | |||||
Bonus expenses | $ 200,000 | |||||
Amount paid for settlement of plan audit | $ 195,448 | $ 139,606 | ||||
42 West [Member] | ||||||
Other Commitments [Line Items] | ||||||
Pension obligation | $ 314,256 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 04, 2020 | Feb. 13, 2020 | Feb. 03, 2020 | Jan. 12, 2020 | Jan. 05, 2020 | Jan. 03, 2020 | Jan. 02, 2020 | Dec. 04, 2019 | Mar. 27, 2020 | Mar. 26, 2020 | Mar. 24, 2020 | Mar. 18, 2020 | Feb. 27, 2020 | Mar. 21, 2019 | Jun. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument amount | $ 3,311,198 | $ 3,353,741 | ||||||||||||||||
Shares exercised during the period | ||||||||||||||||||
Repayment of related party debt | $ 601,001 | |||||||||||||||||
Accrued interest | $ 1,698,280 | $ 1,624,754 | ||||||||||||||||
Subsequent Event [Member] | 42West [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Line of credit outstanding | $ 1,200,390 | |||||||||||||||||
Line credit maturity date | Mar. 15, 2020 | |||||||||||||||||
Line of credit basis spread on variable rate | 0.75% | |||||||||||||||||
Subsequent Event [Member] | 42West [Member] | Maximum [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Line of credit basis spread on variable rate | 4.00% | |||||||||||||||||
Subsequent Event [Member] | 42West [Member] | Put Right [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument amount | $ 1,000,000 | |||||||||||||||||
Shares exercised during the period | 10,846 | |||||||||||||||||
Subsequent Event [Member] | Pinnacle Family office [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Repayment of related party debt | $ 1,231,678 | |||||||||||||||||
Accrued interest | $ 29,614 | |||||||||||||||||
Subsequent Event [Member] | Lincoln Park Capital Fund LLC [Member] | Warrant F | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Exercise price | $ 0.78 | |||||||||||||||||
Warrants to purchase common stock | 207,588 | |||||||||||||||||
Warrant expired | Sep. 4, 2025 | |||||||||||||||||
Subsequent Event [Member] | Convertible Debt Lincoin Park Note 2020 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares exercised during the period | 207,588 | |||||||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | 50,000 | |||||||||||||||||
Subsequent Event [Member] | Lincoln Park Warrants [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument conversion price | $ 2 | |||||||||||||||||
Debt instrument amount | $ 1,200,000 | |||||||||||||||||
Exercise price | $ 0.78 | |||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt conversion converted amount | $ 150,000 | $ 200,000 | ||||||||||||||||
Debt conversion converted, shares issued | 254,326 | 346,021 | ||||||||||||||||
Debt instrument conversion price | $ 0.59 | $ 0.58 | ||||||||||||||||
Convertible promissory note [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt conversion converted amount | $ 297,936 | $ 75,000 | $ 273,425 | |||||||||||||||
Debt conversion converted, shares issued | 380,603 | 53,191 | 85,299 | |||||||||||||||
Convertible promissory note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument amount | $ 1,300,000 | |||||||||||||||||
Debt maturity date | Jan. 3, 2022 | |||||||||||||||||
Convertible promissory note [Member] | Subsequent Event [Member] | Third Party Investor [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt conversion converted amount | $ 500,000 | $ 560,000 | ||||||||||||||||
Debt instrument conversion price | $ 0.78 | $ 0.78 | ||||||||||||||||
Debt instrument amount | $ 500,000 | |||||||||||||||||
Exercise price | $ 0.78 | |||||||||||||||||
Warrants to purchase common stock | 100,000 | |||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt instrument transaction costs | $ 10,000 | |||||||||||||||||
Convertible promissory note [Member] | Subsequent Event [Member] | Third-party investor one [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument conversion price | $ 0.7828 | |||||||||||||||||
Debt instrument amount | $ 120,000 | |||||||||||||||||
Debt maturity date | Mar. 18, 2022 | |||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Convertible promissory note [Member] | Subsequent Event [Member] | Third-party investor two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument conversion price | $ 0.7828 | |||||||||||||||||
Debt instrument amount | $ 75,000 | |||||||||||||||||
Debt maturity date | Mar. 18, 2022 | |||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt conversion converted amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||
Debt conversion converted, shares issued | 319,366 | 319,366 | 319,366 | 319,366 |