GENERAL | NOTE 1 GENERAL Dolphin Entertainment, Inc., a Florida corporation (the Company, Dolphin, we, us or our), is a leading independent entertainment marketing and premium content development company. Through its acquisitions of 42West LLC (42West), The Door Marketing Group, LLC (The Door), 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. Impact of COVID-19 On March 11, 2020, the World Health Organization categorized a novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place have adversely affected the demand for certain of the services the Company offers resulting in decreased revenues and cash flows. Hotels, restaurants and content productions have reduced or suspended operating activities which has negatively impacted the Companys clients, and as a result, negatively impacted the Companys revenues from the services offered to clients operating in these industries. The Company expects that the effects of COVID-19 pandemic will continue to negatively impact its results of operations, cash flows and financial position; however, the extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company has taken steps such as freezes on hiring, staff reductions, salary reductions and cuts in non-essential spending to mitigate the effects of COVID-19 on the Companys financial results. Between April 19, 2020 and April 23, 2020, the Company and its subsidiaries received five separate unsecured loans for an aggregate amount of $2.8 million (the PPP Loans PPP CARES Act Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Dolphin, and all of its wholly owned subsidiaries, comprising Dolphin Films, Inc. (Dolphin Films), Dolphin SB Productions LLC, Dolphin Max Steel Holdings, LLC (Max Steel Holdings), 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). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company has included in its condensed consolidated financial statements JB Believe, LLC as a VIE. During the three months ended March 31, 2020, the Company analyzed its status as the primary beneficiary of Max Steel Productions LLC (Max Steel VIE) that has previously been consolidated in the financial statements of the Company and determined that it was no longer the primary beneficiary. As a result, the Company deconsolidated the financial statements of Max Steel VIE on a prospective basis from the Companys condensed consolidated financial statements as of March 31, 2020. See Note 13 for further discussion. The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Companys management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to the expected revenue and costs for investments in digital and feature film projects, estimates of sales returns and other allowances, provisions for doubtful accounts and impairment assessments for investment in feature film projects, goodwill and intangible assets. Actual results could differ materially from such estimates. Additionally, the full impact of the COVID-19 outbreak is unknown and cannot be reasonably estimated. However, management has made appropriate accounting estimates on certain accounting matters, which include the allowance for doubtful accounts, carrying value of the goodwill and other intangible assets, carrying amount of certain convertible notes payable and embedded derivatives and warrant liabilities, based on the facts and circumstances available as of the reporting date. The Companys future assessment of the magnitude and duration of the COVID-19 outbreak, as well as other factors, could result in material impacts to the Companys financial statements in future reporting periods. Revision of Prior Period Financial Statements During the preparation of condensed consolidated financial statement for the three months ended March 31, 2020, the Company identified certain immaterial errors related to its accounting of the 2019 Lincoln Park Note, 2019 Lincoln Park Warrants and the Pinnacle Note. The Company concluded that the conversion feature of the 2019 Lincoln Park Note and the 2019 Lincoln Park Warrants met the definition of a derivative and should have been recorded at fair value at inception and remeasured at each reporting period with changes in the fair value recognized in earnings. The accretion to par value of the 2019 Lincoln Park Note is recorded as interest expense. The Company had originally accounted for the 2019 Lincoln Park Warrants as equity-linked instruments and had not bifurcated the conversion feature in the 2019 Lincoln Park Note. The Company also reviewed the Pinnacle Note that had a down round provision allowing for the repricing of the conversion price upon the Companys issuance of equity securities at a price lower than the Pinnacle Note conversion price. On October 21, 2019, the Company sold shares of Common Stock in a registered public offering, at a price of $0.7828 when the Pinnacle Note conversion price was $3.00. As a result, the conversion price of the Pinnacle Note was repriced to $0.7828. Due to the repricing, the Company should have recorded a beneficial conversion feature on the date of the repricing and amortized the beneficial conversion feature as interest expense over the remaining life of the Pinnacle Note that matured on January 5, 2020. In accordance with SAB No. 99, “ ” “ ” ’ ’ A summary of the revisions to previously reported financial information is as follows: As Reported Adjustment As Adjusted Revised Consolidated Balance Sheet as of June 30, 2019 Convertible note payable (noncurrent) $ 1,044,232 $ (380,636 ) [2] $ 663,596 Warrant liability (noncurrent) $ $ 302,306 [3] $ 302,306 Derivative liability $ $ 150,000 [4] $ 150,000 Total noncurrent liabilities $ 8,559,526 $ 71,670 $ 8,631,196 Total liabilities $ 31,088,896 $ 71,670 $ 31,160,566 Additional paid in capital $ 103,571,126 $ (166,887 ) [5] $ 103,404,239 Accumulated deficit $ (95,298,433 ) $ 95,217 $ (95,203,216 ) Total stockholders' equity $ 8,489,611 $ (71,670 ) $ 8,417,941 Revised Condensed Consolidated Statement of Operations for the three months ended June 30, 2019 Change in fair value of derivative liability $ $ 30,000 [6] $ 30,000 Change in fair value of warrant liability $ $ 81,766 [7] $ 81,766 Interest expense $ (301,138 ) $ (16,549 ) [8] $ (317,687 ) Total other income $ 310,211 $ 95,217 $ 405,429 Loss before income taxes/Net loss $ (891,867 ) $ 95,217 $ (796,650 ) Basic net loss per share $ (0.06 ) $ 0.01 $ (0.05 ) Diluted net loss per share $ (0.06 ) $ 0.01 $ (0.05 ) Revised Condensed Consolidated Statement of Operations for the six months ended June 30, 2019 Change in fair value of derivative liability $ $ 30,000 [6] $ 30,000 Change in fair value of warrant liability $ $ 81,766 [7] $ 81,766 Interest expense $ (589,108 ) $ (16,549 ) [8] $ (605,657 ) Total other income $ 1,257,981 $ 95,217 $ 1,353,198 Loss before income taxes/Net loss $ (769,259 ) $ 95,217 $ (674,042 ) Basic net loss per share $ (0.05 ) $ 0.01 $ (0.04 ) Diluted net loss per share $ (0.13 ) $ 0.01 $ (0.12 ) Revised Consolidated Balance Sheet as of September 30, 2019 Convertible note payable (noncurrent) $ 1,477,597 $ (330,989 ) [2] $ 1,146,608 Warrant liability (noncurrent) $ $ 228,269 [3] $ 228,269 Derivative liability $ $ 150,000 [4] $ 150,000 Total noncurrent liabilities $ 8,299,494 $ 47,280 $ 8,346,774 Total liabilities $ 29,890,000 $ 47,280 $ 29,937,280 Additional paid in capital $ 103,146,270 $ (166,887 ) [5] $ 102,979,383 Accumulated deficit $ (95,649,264 ) $ 119,607 $ (95,529,657 ) Total stockholders' equity $ 7,717,630 $ (47,280 ) $ 7,670,350 Revised Condensed Consolidated Statement of Operations for the three months ended September 30, 2019 Change in fair value of derivative liability $ $ $ Change in fair value of warrant liability $ $ 74,037 [7] $ 74,037 Interest expense $ (295,556 ) $ (49,647 ) [8] $ (345,203 ) Total other income $ 1,061,340 $ 24,390 $ 1,085,730 Loss before income taxes/Net loss $ (350,831 ) $ 24,390 $ (326,441 ) Basic net loss per share $ (0.02 ) $ $ (0.02 ) Diluted net loss per share $ (0.05 ) $ $ (0.05 ) As Reported Adjustment As Adjusted Revised Condensed Consolidated Statement of Operations for the nine months ended September 30, 2019 Change in fair value of derivative liability $ $ 30,000 [6] $ 30,000 Change in fair value of warrant liability $ $ 155,803 [7] $ 155,803 Interest expense $ (884,665 ) $ (66,196 ) [8] $ (950,861 ) Total other income $ 2,319,321 $ 119,607 $ 2,438,928 Loss before income taxes/Net loss $ (1,120,090 ) $ 119,607 $ (1,000,483 ) Basic net loss per share $ (0.07 ) $ 0.01 $ (0.06 ) Diluted net loss per share $ (0.17 ) $ $ (0.17 ) Revised Consolidated Balance Sheet as of December 31, 2019 Convertible note payable (noncurrent) $ 1,907,575 $ (177,957 ) [2] $ 1,729,618 Convertible note payable (current) $ 2,452,960 $ (69,350 ) [9] $ 2,383,610 Warrant liability (noncurrent) $ $ 189,590 [3] $ 189,590 Derivative liability $ $ 170,000 [4] $ 170,000 Total current liabilities $ 22,490,861 $ (69,350 ) $ 22,421,511 Total noncurrent liabilities $ 10,392,050 $ 181,633 $ 10,573,683 Total liabilities $ 32,882,911 $ 112,283 $ 32,995,194 Additional paid in capital $ 105,443,656 $ 1,022,240 [10] $ 106,465,896 Accumulated deficit $ (96,024,243 ) $ (1,134,523 ) $ (97,158,766 ) Total stockholders' equity $ 9,688,815 $ (112,283 ) $ 9,576,532 Revised Condensed Consolidated Statement of Operations for the three months ended December 31, 2019[1] Change in fair value of derivative liability $ $ (20,000 ) [6] $ (20,000 ) Change in fair value of warrant liability $ $ 38,679 [7] $ 38,679 Interest expense $ (321,536 ) $ (1,272,809 ) [11] $ (1,594,345 ) Total other income $ 154,258 $ (1,254,130 ) $ (1,099,872 ) Loss before income taxes $ (491,486 ) $ (1,254,130 ) $ (1,745,616 ) Net loss $ (73,287 ) $ (1,254,130 ) $ (1,327,417 ) Basic net loss per share $ $ (0.07 ) $ (0.07 ) Diluted net loss per share $ (0.02 ) $ (0.06 ) $ (0.08 ) Revised Condensed Consolidated Statement of Operations for the year ended December 31, 2019 Change in fair value of derivative liability $ $ 10,000 [6] $ 10,000 Change in fair value of warrant liability $ $ 194,482 [7] $ 194,482 Interest expense $ (1,206,201 ) $ (1,339,006 ) [11] $ (2,545,207 ) Total other income $ 2,473,579 $ (1,134,523 ) $ 1,339,056 Loss before income taxes $ (1,611,576 ) $ (1,134,523 ) $ (2,746,099 ) Net loss $ (1,193,377 ) $ (1,134,523 ) $ (2,327,900 ) Basic net loss per share $ (0.07 ) $ (0.07 ) $ (0.14 ) Diluted net loss per share $ (0.20 ) $ (0.04 ) $ (0.24 ) [1] The Company is not required to and has not previously reported information on the statement of operations for the three months ended December 31, 2019 [2] Fair value and accretion to par value of the 2019 Lincoln Park Note. [3] Fair value of the 2019 Lincoln Park Warrants. [4] Fair value of the conversion feature of the 2019 Lincoln Park Note. [5] Reversal of beneficial conversion feature recorded for the 2019 Lincoln Park Note [6] Change in fair value of bifurcated conversion feature of 2019 Lincoln Park Note. [7] Change in fair value of 2019 Lincoln Park Warrant liability. [8] Reversal of the amortization of the beneficial conversion feature of the 2019 Lincoln Park Note offset by accretion of the 2019 Lincoln Park Note. [9] Unamortized discount on the beneficial conversion feature of the Pinnacle Note. [10] Contingent beneficial conversion feature on repricing of Pinnacle Note conversion, offset by reversal of beneficial conversion feature of the 2019 Lincoln Park Note. [11] Accretion of the 2019 Lincoln Park Note and $1.2 million of amortization of the beneficial conversion feature of the Pinnacle Note. Update to Significant Accounting Policies Our significant accounting policies are detailed in "Note 3: Summary of Significant Accounting Policies" within Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. Significant changes to our accounting policies as a result of electing the fair value option for certain convertible notes and warrants issued during the three months ended March 31, 2020 is discussed below: Fair Value Option (FVO) Election 2020 Convertible Notes The Company accounts for certain convertible notes issued during the three months ended March 31, 2020 under the fair value option election of ASC 825, Financial Instruments (ASC-825) as discussed below. The convertible notes accounted for under the FVO election are each a debt host financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging (ASC-815). Notwithstanding, ASC 825-10-15-4 provides for the fair value option (FVO) election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment, as required by ASC 825-10-45-5, is recognized as a component of other comprehensive income (OCI) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying condensed consolidated statement of operations. With respect to the above notes, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the accompanying consolidated statement of operations, since the change in fair value of the convertible notes payable was not attributable to instrument specific credit risk. Recent Accounting Pronouncements Accounting Guidance Adopted In March 2019, the Financial Accounting Standards Board (the FASB) issued new guidance on film production costs Accounting Standards Update (ASU) 2019-02, (Entertainment Films- Other Assets Film Costs (Subtopic 926-20)). The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and may be adopted early. The new guidance aligns the accounting for the production costs of an episodic series with those of a film by removing the content distinction for capitalization. It also addresses presentation, requires new disclosures for produced and licensed content and addresses cash flow classification for license agreements to better reflect the economics of an episodic series. The Company adopted this new guidance without a material impact on its consolidated financial statements. In October 2018, the FASB issued new guidance on consolidation ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and should be applied retrospectively with a cumulative effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The new guidance provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The Company adopted this new guidance without 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) Accounting Guidance Not yet Adopted In June 2016, the FASB issued new guidance on measurement of credit losses (ASU 2016-13, Measurement of Credit Losses on Financial Instruments) with subsequent amendments issued in November 2018 (ASU 2018-19) and April 2019 (ASU 2019-04). This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. It is applicable to trade accounts receivable. The guidance is effective for fiscal years beginning after December 15, 2022 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted. 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. |