Good day, everyone, and welcome to the Dolphin Entertainment Third Quarter 2023 Earnings Call. At this time, I will hand it over to your host, James Carbonara, from Investor Relations. The floor is yours.

Thank you, operator. With me on the call are Bill O'Dowd, Chief Executive Officer; and Mirta Negrini, Chief Financial Officer. I'd like to begin the call by reading the safe harbor statement. This statement is made pursuant to the safe harbor statement for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. All statements made on this call with the exception of historical facts, may be considered forward-looking statements within Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the company believes that expectations and assumptions reflected in these forward-looking statements are reasonable, it makes no assurances that such expectations will prove to have been correct. Actual results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those expressed or implied in the forward-looking statements, please see risk factors detailed in the company's annual report on Form 10-K contained in subsequent filed reports on Form 10-Q as well as in other reports that the company files from time to time with the Securities and Exchange Commission. Any forward-looking statements included in this earnings call are made only as of the date of this call. We do not undertake any obligation to update or supplement any forward-looking statement to reflect subsequent knowledge, events or circumstances. Now I'd like to turn the call over to Bill O'Dowd, Chief Executive Officer of Dolphin Entertainment. Bill, please proceed.

Thanks, James. And hi, everyone, and good afternoon. Thank you for joining us today. As always, we'll start with a review of some financial and operating highlights, followed by a full financial review and then open it up for Q&A. So from a financial highlights perspective, revenue for Q3 was $10.2 million or an increase of 3% year-over-year. I'm very proud of the team at Dolphin, which achieved this increase in revenue despite enduring two prolonged industry-wide strikes and the distraction of an internal merger for essentially the entire quarter. On the bottom line, our Q3 operating loss of $2.1 million includes approximately $1.2 million in noncash charges. Thus, the cash operating loss was approximately $900,000. We believe if it were not for the impact of the two strikes and the one-time costs associated with the internal merger of our influencer marketing subsidiaries, Be Social and Social Life to create the Digital Department, we would have achieved a cash operating profit in Q3. And that would have been without the benefit of special projects, which we acquired at the start of Q4. Thus, going forward, once the industry resumes normal operations post-strikes and with the addition of the revenues and profits of special projects, we expect to have consistent cash operating profits. The effects of the strikes will be felt into Q1 as many movies and TV series have already been pushed out of 2023 and into the spring and summer of next year. But make no mistake, the industry is excited to get back to work and Dolphin has not been sitting idle. Quite contrary, we have achieved the following highlights all since our last earnings call in the middle of August. First, we created a market-leading influencer marketing agency, the Digital Department by merging Social and Social Life. Second, we hosted the grand opening of Midnight Theater, now open seven days a week and signed our multiyear partnership with Blue Chip marketer, Mastercard. Third, we completed our 7-year journey to build an entertainment marketing earned media Super Group with the acquisition of the best-in-class talent booking and celebrity live event firm Special Projects. We believe each of these is a catalyst for our company in its own right, and I'll spend a few words on each. And as an aside, on a personal note, I can unequivocally say that this run post Labor Day has been the busiest period of my entire career, just one big ticket item after another. So first, the merger of Be Social and Social Life to create the Digital Department. I'll be brief on this topic since we alluded to it coming in September at length during our Q2 earnings call. The short-term pain of management distractions in both cash and intangible costs are all behind us now, and we've assembled a beautiful company that is a platform for us in the fastest-growing area of marketing that we know. The launch events we hosted for our talent and brand partners in New York and Los Angeles were nothing short of electric. The incoming calls to work with the Digital Department are exactly what we hoped for, and the excitement about its expansion prospects is comparable. There's tremendous momentum, both internally and externally around building what we think will be the flagship influencer marketing agency in the country out of the entertainment space. Simply put, the Digital Department will be a strong growth catalyst amongst our core businesses as we add new verticals of expertise. Right now, we are market leaders in female-focused fashion, beauty, wellness and lifestyle products with Instagram as our major platform of choice. We have several well-known reality television personalities on a roster of more than 200 exclusive talent. From this base, we plan to expand to include several new verticals such as sports, culinary, teens, and young adults, reaching broader audiences on both TikTok and YouTube to complement Instagram. Just the sports vertical alone could, in success, grow to be as big as our entire business today. Much more to come on this in the quarters ahead. Next, I'll turn to the Midnight Theater. As a reminder, Dolphin manages all aspects of publicity and marketing for Midnight Theatre and its restaurant Hidden Leaf while also facilitating talent and commercial relationships within the entertainment and culinary industries. Dolphin also holds a meaningful ownership stake in Venture. The headline here is our new multiyear partnership with Mastercard. Obviously, this is the bluest of blue-chip partners for any performance venue. Guests will have the opportunity of taking new immersive experiences, exclusive events, and special discounts, all tailored exclusively for Mastercard cardholders. Moreover, the venue will now be known as Mastercard Midnight Theatre with the financial industry powerhouse's name prominently featured. We are confident that this long-term support from such a prominent player in the financial industry elevates the intrinsic value of this cutting-edge destination. For anyone new to Dolphin, Midnight Theatre is located in Manhattan West in New York, between Ninth and Tenth Avenues. The same streets between 31st and 33rd like Penn Station or Madison Square Garden, just one avenue over and it's inside Brookfield's $4.5 billion complex, the largest in Brookfield's history. We are the only entertainment venue there. We have a theater and a restaurant on the same floor, all under one roof, if you will. We went to seven days a week, four days after we merged the influencer agencies, and 11 days before we acquired special projects with a full programming schedule and events throughout the fall. And we've already started booking 2024, which includes internationally renowned magician, Joshua Jay, who is bringing 'Look Closer', a new magic show to Midnight Theatre in February. He'll be performing 16 shows, including two shows on Valentine's Day. I'm going to highlight this particular show because of the quality of the performer who is looking to call Midnight Theatre home. So Josh Jay returns to New York City four years after his critically acclaimed show '6 Impossible Things' sold out its entire 18-month off-Broadway run. As a magician, Joshua Jay has performed his original work on the 'Tonight Show' with Jimmy Fallon, the 'Late Late Show' with James Corden, and even successfully fooled Penn & Teller on 'Fool Us'. I can hear James Carbonara multitasking and pulling up midnighttheater.com to buy Valentine's Day tickets right now. Let's just say I'm happy for Mirta, his lovely wife, who doesn't have to plan it this year. So now we're up to the acquisition of Special Projects. This company is very special to all of us at Dolphin since it represents the culmination of that 7-year journey to build our entertainment marketing Super Group. We'll begin with the speech at LD Micro in December of 2016 and was followed by the acquisition of 42 West on March 30, 2017, and the uplisting to NASDAQ in December of 2017, one year after the speech at LD Micro has now finished after buying one company a year since, with two in 2018, I should add. And it would be hard-pressed to think of any company more strategic for our group than Special Projects. First, some particulars. Special Projects was founded by Nicole Vecchiarelli and Andrea Oliveri, two former magazine editors, who met working at Condé Nast. They have built the entertainment industry's go-to talent booking and celebrity curated live event company, period. They have offices in both New York and Los Angeles and simply handle a wide variety of signature events, from the Wall Street Journal's Innovator Awards held with the Met every year, with this year's honorees two weeks ago, including Martin Scorsese and Kylie Jenner among others, to the Motion Picture Academy Museum Gala in Los Angeles coming up in a few weeks and said to honor Merill Street, Oprah Winfrey, Sofia Coppola, Michael B. Jordan along with a few surprises. Too bad they couldn't get any big names, right? Their client list is A++ from retainer clients like Apple and Chanel, to project-based clients like A24, Amazon, the Apollo Theater, Bumble, GQ, Louis Vuitton, Max Mara, Meta, Netflix, Stella McCartney, Versace, ES. Laurence and YouTube. Anyone who has heard our story before today knows that ideating and executing world-class events is a big part of Dolphin's future. Just with the business that our PR firms are already doing, we have so many opportunities for cross-selling. Every movie or streaming series that we are promoting is a potential candidate for a premier event handled by Special Projects. Every hotel or restaurant opening that we're promoting is a potential candidate for a launch event handled by Special Projects. Every single album drop that Shore Fire is promoting is an opportunity to create a release party handled by Special Projects. Any consumer product being handled by any one of our PR firms is a potential beneficiary or sponsor of an event handled by Special Projects. So by the way, this is an immediately accretive acquisition for us. Special Projects is a very well-run profitable business with a great margin, and we think we can grow them very well in the next 12, 24 months with all the synergies I just mentioned. When we look at Dolphin Ventures, we talk about receiving ownership stakes in exchange for our services and promoting three categories of assets: content, consumer products, and live events. Thus, ideating and executing world-class events is a big part of Dolphin's future and adding special projects immediately catapults us into the industry-leading position. Needless to say, after hearing that client roster, the reputation and relationships of Andrea and Nicole in our industry are simply unmatched. So, Andrea, Nicole, and Special Projects have finished our super group. I've talked about how to some, this may seem like it's a finish line. For us at Dolphin, we see it as the starting line. We now have our full team assembled. And by the way, eight acquisitions from only eight offers. What's that tell you? We got our first choice of companies in every vertical of entertainment marketing we want to be in. We've assembled our dream team. Now we're excited to show what we can do together. With these accomplishments, we believe Dolphin is in its strongest position in company history with highly diversified revenue sources across seven operating subsidiaries and expectations of cash operating profits in 2024. As we look ahead to next year, a landscape of promising opportunities within Dolphin Entertainment and Dolphin Ventures awaits, beginning with the release of and the revenues from the Blue Angels, the first project in our multiyear agreement with IMAX. Also, we believe the aforementioned multiyear partnership with Mastercard and Midnight Theatre validates our investment by indicating the value placed on our venue by the market. Both our IMAX partnership and our Midnight Theatre venue are just getting started. Each of them are ahead of other Dolphin ventures that we are equally excited about and are working hard to realize in 2024. In short, we believe we've weathered the unique storm of this past summer and early fall. Looking ahead, after successfully navigating these temporary headwinds, and after our successful at-the-market raise, no discount, no warrants of two weeks ago, we find ourselves on stable footing and with the full amount of our targeted cash reserves. We are very confident in our sustainable path forward. We believe that this sends a strong message to our current microcap market, which we expect will reward positive free cash flow, underlining our strategy for creating significant near-term shareholder value.

Thank you, Bill, and good afternoon, everyone. I will now discuss results for the quarter ended September 30, 2023. Total revenue for the third quarter ended September 30, 2023, increased by 3% to $10.2 million compared to the third quarter ended September 30, 2022. Overall, operating expenses for the three months ended September 30, 2023, were approximately $12.3 million compared to approximately $11 million for the three months ended September 30, 2022. Operating expenses are composed of direct costs, payroll and benefits, selling general and administrative expenses, acquisition costs, depreciation and amortization, impairment of intangible assets, and legal and professional fees. Direct costs for the quarter ended September 30, 2023, were $185,308 compared to $837,429 for the quarter ended September 30, 2022. Payroll costs were approximately $8.4 million in the third quarter of 2023 compared to $7 million in the third quarter of 2022. FT&A expenses were $2.1 million in Q3 of 2023 compared to $1.7 million in Q3 of last year. Legal and professional fees were $695,188 in Q3 of 2023 compared to $774,613 in Q3 of 2022. Operating loss for Q3 of 2023 was $2.1 million, which includes noncash items of over $1.2 million. The net loss for Q3 of 2023 was $3.9 million, which includes noncash items of approximately $2.4 million. The noncash items included in operating losses consist of a nonrecurring $341,417 impairment of the trade name of the Digital Department upon combining to become the Digital Department, $535,740 of depreciation and amortization, and $311,578 of bad debt expense related to the write-off of our investment in Crafthouse Cocktails. The net loss for Q3 of 2023 also includes the nonrecurring write-off of our investment in Crafthouse Cocktails of approximately $1.2 million reported under the caption equity and losses of unconsolidated affiliates. This compares to an operating loss and net loss for the quarter ended September 30, 2022, of $1.1 million and $1.3 million respectively, which included noncash items from depreciation and amortization of $415,836. Loss per share was $0.27 per share based on 14,121,275 weighted average shares outstanding from both basic loss per share and fully diluted loss per share for the three months ended September 30, 2023. Loss per share was $0.14 per share based on 9,664,681 weighted average shares outstanding for basic and 9,793,715 weighted average shares outstanding, and a fully diluted loss per share basis for the three months ended September 30, 2022. Cash and cash equivalents of $6.4 million as of September 30, 2023, compared to $6.1 million as of December 31, 2022, and does not include an October 31, 2023, underwritten public offering of 1.4 million shares of our common stock at a price of $1.65 per share. That concludes my financial remarks. I will now ask the operator to open the phone line for Q&A. Operator, would you please poll for questions?

We will now take our first question from Allen Klee from Maxim Group.

Congratulations on all the positive events. I'd like to start with Blue Angels and the IMAX partnership. What's your best guess on when this goes into theaters? And how do you think about when you get paid for that and for Amazon? And then when you might consider the second movie that you do in partnership with them.

Sure. Yes, this is obviously a hot topic with folks that have followed our story because it's a great success story for us, the Blue Angels. We expect to have that in theaters probably in Q2, Allen. We expect to deliver the movie maybe even close to year-end here, but probably Q1, early Q1. We recognize the revenue in Q1 then and would expect to receive the cash almost entirely by the end of Q1 or into Q2 if delivery occurs in January. As I mentioned, the revenue is recognized upon delivery of the film or 90% of it is. So I think then as people knew the story might find of interest, we sold the film in what's called the second window, meaning after it's in theaters with IMAX, it will go on Amazon Prime. We expect it to generate more than a 75% return on investment for us just from the sales we've already made. So that doesn't count any revenue share from the ticket sales in IMAX theaters or any theaters. So it was a home run first project in our slate with a multiyear slate with IMAX. In terms of the second project in that slate, it is actively being discussed right now. I think I may have mentioned in our last earnings call, we hope to have an announcement to make before the end of this year, but it may trickle into the first quarter just because it's hard to follow up a mega hit like that. We're actively looking for one that we can be in production on next year.

Okay. So here's a question that somebody asked me to ask you, so I'd ask it now before I forget. You make a bunch of announcements of your various firms of their clients winning awards? And the question is, do you get paid more when one of your clients wins an award?

Yes. That's one of the reasons why we do it. We frame it as congratulating our subsidiary or clients, as they deserve recognition for handling 25 Grammy nominations or any number of Oscar nominations. The benefit is that awards campaigns typically involve receiving a monthly retainer during the campaign, and in some cases, a bonus for any nomination. If nominated, you continue receiving the monthly retainer until the award ceremony. This can extend a three-month campaign into another three months after the nomination. In the case of the Oscars, there is also a bonus if your nominee wins, usually ranging from mid to high five figures, and in rare cases, even a six-figure bonus for a win. These bonuses can significantly add up in our industry.

That's very informative. You mentioned that you anticipate being cash flow positive when the industry returns to normal operations after the strike. Would it be reasonable to estimate that this might occur in the second quarter of 2024?

I believe that seems conservative and beneficial for us. With the actor strike concluding, which impacted us the most, we see that certain talent can't promote projects. If there’s nothing other than filmed entertainment to promote, they might pause their publicity efforts. Additionally, many movies were postponed this quarter. We currently have one of the biggest films in theaters, "Killers Of The Flower Moon," featuring DiCaprio and De Niro, which the studio decided to release despite their inability to promote it. However, most films have chosen to delay their releases until next year. After "The Marvels," Disney has a gap of about seven months before their next film hits theaters next summer. While we don't need a movie in theaters to start promoting, I believe now that the strikes are over, it will positively impact us in the fourth quarter and into the first quarter. We hope to resume normal operations before the end of the first quarter, leading to a standard second quarter for us. We take pride in achieving a solid cash operating profit thanks to the team we built. My hesitation about Q1 comes from it typically being our weakest quarter, while Q4 is our strongest. It's difficult to predict now because our understanding depends on how the aftermath of the strikes unfolds into Q1.

That's great. So for your social influencing businesses that you combined, you've said in the past, that's around 1/4 of your revenue, but then there's opportunities to grow that very significantly you said as you add new verticals. How do you think about the timing of building out these new verticals?

That's very near-term, Allen. Similar to how we acquired Socialite and announced it during this call last year on November 14, we were also focusing on the merger, intending to combine New York and L.A. to create what we now refer to as the Digital Department. We approached that merger with the goal of achieving the scale and size necessary to develop other verticals, which was a significant factor in the merger. Over the past few months, we've been diligently working towards this merger, and we are confident about the progress we've made recently to develop these new verticals, which we plan to announce in the New Year for the Digital Department. We are particularly enthusiastic about them all, especially since sports represents a substantial growth area for us within the Digital Department.

For Midnight Theater, how should we think about the impact of the Mastercard partnership?

From a financial perspective, it certainly supports the investment. It's a multiyear agreement with annual increases, and we are very satisfied with the results. On the operational side, we have a partner that brings events to the venue, enhances awareness for their events, and has a strong marketing engine. The theater has had a solid start after its grand opening. Quarter four tends to be favorable as we will benefit from the private events business during the holiday season. Going into the slower business of quarter one, having such a partner who can host events during that period is beneficial for our operations. These aspects may sometimes be overlooked because of our relationship with some high-profile clients in entertainment marketing. However, this investment in a 150-seat state-of-the-art variety theater in a $4.5 billion complex is anything but typical. Consider your hometown and the entertainment venues of similar size you’ve visited, like Joe's Pub or 54 Below. Can you think of one of those that has a sponsor? If you can recall one similar in size that has sponsorship, it might be something like Joe’s oil change. But now, think about Mastercard and the agreement made with their global CMO. This validates our venue's significance and presence in New York City, and we're excited about the potential future endeavors with that space and brand.

Is there kind of a goal for how many private events you would like to do a month?

Yes, we have a goal. In terms of full venue buyouts in a perfect world, you could do one a week and not disrupt your programming enough. Right? And when I say full venue, that means a client is taking over both the theater and the restaurant. Now in terms of just either the lounge, buyout or private dining room buyout or even a restaurant buyout, you could do those, maybe you don't want to do it more frequently than a couple of times a week for a restaurant buyout, but I think that 1 to 2 times a week for the larger buyouts would be great. In terms of the lounge or the happy hours of the private dining room, we can do that every day. It sometimes feels like we do. And of course, you only do buyouts if the money you're receiving is significantly above what you could just do if you operated it. So they're lucrative for us, and we like to do as many as we can responsibly.

Okay, regarding Special Projects, it seems you haven't shared the financial details, particularly the revenues. While you mentioned the costs involved, it appears that with the potential synergies, the revenues could be considerably higher than in the past. Is that a reasonable way to consider it?

Yes. And the profit. I mean, I don't want to give a wrong conversation here. This is a well-run, very profitable, high-margin business as it is, period. Like I said, it is immediately accretive for us. We'll announce those financials about 74 days after the acquisition. We'll file the 8-K. So it's not me dodging; I can't get ahead of our filing. But with that said, it's already well run, like I mentioned. What I was trying to make the point in my prepared remarks, you can see how seamless this type of company and this particular company is within the group we've already built. In a perfect world, we wanted to buy those PR firms first, which we largely accomplished. And then at influencer marketing, I think I called that the peanut butter and jelly of our media. On past calls, those are the twin pillars, if you will, PR and influencer marketing to create awareness and reach. The live event company we always did want to bring in last because the PR firms and quite frankly, the influencer marketing can refer so much business to them. It would be a shame to have the live event company first and you'd be waiting to buy the PR firms. In terms of Dolphin Ventures, the live events company, Special Projects is highly strategic. We bought three PR firms. We bought two influencer marketing agencies, and we have one live event company, and we don't need another because they're on both coasts; they're already the market leader. They're already the most established brand in talent booking and celebrity live events, which is our wheelhouse, of course. With them, we instantly can ideate anything involving celebrities or influencers and with a curated editorial sensibility. We have immediate credibility with any media partner. They're already ideating and executing for Wall Street Journal, for Condé Nast, for W Magazine, for Bustle Digital Group. They come from that world. All of a sudden, you've got PR firms, influencer marketing, and publishing to promote an event that we could either ideate or take an ownership stake in for all of that super power, and you can bring the celebrities there. It's all great to give award ceremonies, but if you can't get somebody to show up to receive the award, it's not much of a very sponsorable event. They do it at the very highest level. Obviously, these are major brand-name type events with major celebrities attending. They put all of that together. Last year's Academy Museum Gala that had George Clooney and Julia Roberts up there, and that had Hailey Bieber and Selena Gomez in the audience sharing a table, the photo that broke the Internet. That's all them. They bring the celebrities, they do the seating charts, they organize the panels, they put everybody up there. They're very well regarded in the industry, and we're blessed to have them; they complete the Super Group.

In your business where you take positions in content or consumer products, part of the longer-term strategy is for some of them, you're basically getting the equity for free. Over time, you can get payouts on that. Do you think it's reasonable to think that maybe some of them might pay out in '24?

Well, yes, you're referencing when we get. We take or receive ownership stakes in products or companies in partial exchange for our services. We love that model where we get cash, we get some cash every month as a retainer, but we also get equity 5%, 7%, 10% of a product or service in exchange for the firepower of the Super Group. It works especially well when the marketing is as valuable as the quality of the product itself. I think industries like liquor, beauty, cosmetics, wellness products, getting people aware of the product and maybe even endorsed from an entertainment figure, either celebrity or influencers is gold in these days of promotion. We love that model, and we put up no capital, as you said, Allen. Will we have some exits in 2024? That may happen in the year, the second half of the year depending on where a couple land. We see not only that the group finished using a year so to build a slate of those; we've already got a couple, as you mentioned, and then start rolling exits out as we add new ones into the slate every year. We'll hopefully roll out a successful exit. There are some very successful exits we can all think of using either celebrity front of product or influencer fronted product in the marketplace. We expect to have one or two of those ourselves in the next few years, we hope.

And there appear to be no further questions at this time. I'll turn the floor back to Bill O'Dowd for closing remarks.

Okay, great. Thank you very much. I was checking to see if there was a question from Tim Regan, but it seems he has removed himself from the queue. Perhaps I took too long answering the other questions. Thank you very much.

You are welcome.

Of course, Karen. Well, thank you, everybody, for listening today. I know this is the entry into the longest stretch of the earnings call seasons where we go from November 14th all the way to March 31st without having a scheduled earnings call at the end of March, whatever our filing date is. We'll try to continue with almost weekly press releases to let you know how each of the subsidiaries are operating. We would hope to have some of the bigger announcements like a Mastercard sponsorship or something equally exciting, like the merger of our companies. Between now and then, of course, we have a couple of those, and we'll try to call those out to pay particular attention to, especially if it involves any of the ventures or receiving ownership stakes in some of those. We have a couple on the cusp. I thank everyone who's been a part of the journey, especially for those fans that were in the room in December of 2016 at LD Micro when the idea of the group was presented before we bought the first one, 42West three months later. Thank you for those who have been with us since the beginning, and thank you for those who have just heard about us and joined in the last month or so. It's been a fun ride. As I said, we think we're now firmly at the starting line with the full group intact. We're excited to see what's going to happen next. Thank you, guys, for the time today, and we look forward to speaking again in March.

Thank you. Ladies and gentlemen, this does conclude today's Dolphin Entertainment Earnings Call. We thank you for your participation. You may disconnect at this time, and have a great day.