8-K

Dolphin Entertainment, Inc. (DLPN)

8-K 2024-11-14 For: 2024-11-14
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current

Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14,2024

DOLPHINENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Florida 001-38331 86-0787790
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

150Alhambra Circle**, Suite 1200** ,Coral Gables , Florida

33134

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area

code (305) 774 -0407

Not Applicable

(Former Name or Former Address, if Changed SinceLast Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol(s) Name of each exchange on which registered
Common<br> Stock, $0.015 par value per share DLPN The Nasdaq<br> Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On November 14, 2024, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the three and nine months ended September 30, 2024. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated November 14, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLPHIN ENTERTAINMENT, INC.
Date: November 14, 2024 By: /s/<br> Mirta A. Negrini
Mirta A. Negrini
Chief Financial and Operating Officer

Exhibit 99.1

Dolphin Q3 RevenueIncreases 24.5% YoY to $12.7M, Reports Adjusted Operating Income of $0.5M and Highlights Market Valuation Disconnect

· Q3 2024 Revenue grew 24.5% to $12.7M from $10.2M in Q3 2023
· Q3 2024 Adjusted Operating Income of $0.5M as opposed to<br>Adjusted Operating Loss of $(0.8M) in Q3 2023
--- ---
· Nine-Month 2024 Revenue increased 26.6% to $39.4M
--- ---
· Nine-Month 2024 Adjusted Operating Income of $1.4M, versus<br>a $(2.7M) Adjusted Operating Loss in the same period last year
--- ---
· Market Cap ^(1)^ trading at approximately 0.25x<br>Current Year 2024 estimated revenue guidance of $50.0M
--- ---
· CEO sees Dolphin as undervalued; supports view with $100,000<br>in stock purchases in last 12 months
--- ---

^(1)^ Based on market cap at the close of trading on Nov 13, 2024

MIAMI, FL - Dolphin (NASDAQ:DLPN), an independent leader in content production, entertainment marketing, and related ventures, announces its financial results for the quarter ended September 30, 2024.

Bill O'Dowd, CEO of Dolphin Entertainment commented:

"During Q3, revenue increased by 24.5% year over year and we achieved $0.5 million in adjusted operating income, setting us on track to deliver on our goals of surpassing $50 million in revenue and achieving adjusted operating income for full year 2024. With promising ventures like Rachael Ray's Staple Gin - - alongside the acquisition of Elle Communications, the launch of Always Alpha and our new partnership with Loti AI, we see a stark mismatch between our current market cap and the intrinsic value of our assets. I am committed to further increasing my stake in Dolphin, confident that the market will soon recognize the adjusted operating income we are creating and the true potential of our expanding portfolio of assets."

Q3 2024 and Recent Highlights

· Total revenue for the quarter ended September 30, 2024 was<br>$12.7 million, an increase of 24.5% over the same period in 2023.
· Operating loss of $8.2 million for the quarter ended September<br>30, 2024 as compared to an operating loss of $2.1 million for the quarter ended September 30, 2023. Operating loss of $9.1 million for<br>the nine months ended September 30, 2024 as compared to an operating loss of $12.1 million for the nine months ended September 30, 2023.
--- ---
· Adjusted operating income^(1)^ of $0.5 million<br>for the three months ended September 30, 2024 as compared to an adjusted operating loss of $0.8 million for the three months ended September<br>30, 2023. Adjusted operating income of $1.4 million for the nine months ended September 30, 2024 as compared to an adjusted operating<br>loss of $2.7 million for the nine months ended September 30, 2023.
--- ---
· Operating expenses for the third quarter of 2024 were $20.8<br>million, including both non-cash and one-time charges of depreciation and amortization of $0.6 million, goodwill impairment of $6.5 million,<br>a write-off of notes receivable of $1.3 million and transaction costs of $0.1 million. Operating expenses for the third quarter of 2023<br>were $12.3 million, including depreciation and amortization of $0.5 million, and impairment of intangible assets of $0.3 million.
--- ---
· Net loss for the quarter was $8.7 million, including depreciation<br>and amortization of $0.6 million, goodwill impairment of $6.5 million, a write-off of notes receivable of $1.3 million, and interest expense<br>of $0.5 million. Net loss for the same period in the prior year was $3.9 million, including depreciation and amortization of $0.5 million,<br>impairment of intangible assets of $0.3 million, interest expense of $0.6 million, and equity losses in unconsolidated affiliates of $1.2<br>million.
--- ---
· Cash and cash equivalents of $6.6 million as of September<br>30, 2024, as compared to $7.6 million as of December 31, 2023.
--- ---

^(1)^The Company has provided adjusted operating income information that has not been prepared in accordance with GAAP. This measure is defined below in the section "Use of non-GAAP measures."

Acquisition

· Elle Communications
o Acquired by Dolphin in July 2024
--- ---
o Profitable, high margin, pioneering social impact PR firm
--- ---
o 16-year track record representing high-profile clients including
--- ---
o Provides access to estimated $1.164 trillion global impact<br>investing industry
--- ---
o With offices in Los Angeles and New York, tremendous expansion<br>opportunities with celebrity and entertainment foundations
--- ---
o Joining as a division of 42West
--- ---

Company Launch

· Always Alpha
o First management firm dedicated to women's sports
--- ---
o Founded by Olympic legend Allyson Felix and CEO Cosette<br>Chaput
--- ---
o Aiming to revolutionize talent management for female athletes,<br>broadcasters, and coaches
--- ---
o Leveraging Dolphin's entertainment marketing expertise to<br>unlock the industry's potential.
--- ---

Ventures

· Staple Gin
o Created by Rachael Ray and Do Good Spirits, won Double Gold<br>with a 96-point rating at the 2024 NY International Spirits Competition, also receiving silver medals from Bartender Spirits Awards and<br>New Orleans Spirits Competition.
--- ---
o The gin is now distributed nationally via e-commerce and<br>in New York State through Southern Glazer's Wine & Spirits, with plans to expand to additional markets.
--- ---
· Partnered with Loti AI
--- ---
o Combatting unauthorized digital content and deepfakes
--- ---
o Offering Dolphin clients access to Loti's AI-powered protection
--- ---
o Loti AI tools scan over 450 million daily images
--- ---
o 95% takedown success rate
--- ---
o Marks Dolphin's strategic entry into AI technology
--- ---
o Creates new revenue streams in brand safety and content<br>protection services.
--- ---
o In success, opportunity to become a “venture”<br>with Dolphin participating in upside via an ownership stake.
--- ---

Dolphin + IMAX documentary slate

· Dolphin received the second cash installment of $2.6M from<br>its content licensing agreement related to The Blue Angels.
· Box office numbers have surpassed initial projections
--- ---
· Upcoming screenings at institutional venues, beginning in<br>January 2025
--- ---
· To build on this momentum, the team is actively exploring<br>options and making decisions for its next production
--- ---

42West

· Led successful campaigns at the 49th Annual Toronto International<br>Film Festival
· Handled Venice Film Festival World Premiere for Tim Burton's<br>BEETLEJUICE BEETLEJUICE
--- ---
· Dominated San Diego Comic-Con 2024, representing 13 major<br>entertainment clients
--- ---
· Clients earned 60 Primetime Emmy Awards nominations
--- ---
· Represented Pop Culture companies Crunchyroll, Gkids and<br>TOHO at Anime Expo
--- ---
· Represented artists and projects garnered 9 nominations<br>for the upcoming GRAMMY Awards®
--- ---

Shore Fire Media

· Clients Dave Matthews Band, Kool & The Gang and MC5<br>inducted into Rock & Roll Hall of Fame
· Led successful campaigns at Toronto International Film Festival<br>(alongside 42West)
--- ---
· Represented artists and projects garnered 25 nominations<br>for the upcoming GRAMMY Awards®
--- ---

The Door

· Client NYC's Bungalow earned three-star review from The<br>New York Times
· Selected by Newman's Own® to launch "Pay What You<br>Want" Pizza Program
--- ---

The Digital Dept.

· Achieved 137 new talent signings so far in 2024
· Brought BRANDEdit Influencer Showroom to New York Fashion<br>Week for the first time
--- ---

Special Projects

· Curated star-studded lineup for WSJ. Magazine's Innovator<br>Awards at MoMA for ninth consecutive year
· Booked Talent for Academy Museum of Motion Pictures Fourth<br>Annual Gala helping honor Paul Mescal, Rita Moreno, and Quentin Tarantino and raise over $11 million at the gala
--- ---

Conference Call Details

Date: November 14, 2024

Time: 4:30 p.m. Eastern Time

Domestic 877-545-0320; International: 973-528-0002 Access Code: 345281

Webcast: https://www.webcaster4.com/Webcast/Page/2225/51624

Replay Information

Domestic 877-481-4010 International: 919-882-2331 Passcode: 51624

Replay webcast: https://www.webcaster4.com/Webcast/Page/2225/51624

About Dolphin:

Dolphin (NASDAQ:DLPN), founded in 1996 by Bill O'Dowd, has evolved from its origins as an Emmy-nominated television, digital, and feature film content producer to a company with three dynamic divisions: Dolphin Entertainment, Dolphin Marketing, and Dolphin Ventures.

Dolphin Entertainment: This legacy division, where it all began, has a rich history of producing acclaimed television shows, digital content, and feature films. With high-profile partners like IMAX and notable projects including "The Blue Angels," Dolphin Entertainment continues to set the standard in quality storytelling and innovative content creation.

Dolphin Marketing: Established in 2017, this division has become a powerhouse in public relations, influencer marketing, branding strategy, talent booking, and special events. Comprising top-tier companies such as 42West, The Door, Shore Fire, Special Projects, and The Digital Dept., Dolphin Marketing serves a wide range of industries, from entertainment, music and sports to hospitality, fashion and consumer products.

Dolphin Ventures: This division leverages Dolphin's best-in-class cross-marketing acumen and business development relationships to create, launch and/or accelerate innovative ideas and promising products, events and content in our areas of expertise. Key ventures include collaborations with Rachael Ray for Staple Gin and Mastercard Midnight Theatre.

Forward-Looking Statements

This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, Dolphin Entertainment Inc.'s offering of common stock as well as expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by the use of words such as "will," "would," "anticipate," "expect," "believe," "designed," "plan," or "intend," the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, Dolphin Entertainment's actual results may differ materially from the results discussed in its forward-looking statements. Dolphin Entertainment's forward-looking statements contained herein speak only as of the date of this press release. Factors or events Dolphin Entertainment cannot predict, including those described in the risk factors contained in its filings with the Securities and Exchange Commission, may cause its actual results to differ from those expressed in forward-looking statements.

Although Dolphin Entertainment believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved, and Dolphin Entertainment undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

CONTACT:

James Carbonara

HAYDEN IR

(646)-755-7412

james@haydenir.com



DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

December<br> 31, 2023
ASSETS
Current
Cash and cash equivalents 5,659,883 $ 6,432,731
Restricted cash 925,004 1,127,960
Accounts receivable:
Trade, net of allowance of 1,450,093 and 1,456,752, respectively 5,623,999 5,817,615
Other receivables 6,073,074 6,643,960
Other current assets 569,572 701,335
Total current assets 18,851,532 20,723,601
Capitalized production costs, net 568,929 2,295,275
Employee receivable 960,668 796,085
Right-of-use asset 4,140,985 5,599,736
Goodwill 21,622,279 25,220,085
Intangible assets, net 10,808,498 11,209,664
Property, equipment and leasehold improvements, net 131,321 194,223
Other long-term assets 216,305 216,305
Total Assets 57,300,517 $ 66,254,974

All values are in US Dollars.


LIABILITIES
Current
Accounts payable $ 1,555,959 $ 6,892,349
Term loan, current portion 1,045,152 980,651
Notes payable, current portion 3,900,000 3,500,000
Revolving line of credit 400,000
Accrued interest – related party 1,910,915 1,718,009
Accrued compensation – related party 2,625,000 2,625,000
Lease liability, current portion 1,839,587 2,192,213
Deferred revenue 745,489 1,451,709
Contingent consideration 436,000
Other current liabilities 10,747,662 7,694,114
Total current liabilities 24,805,764 27,454,045
Term loan, noncurrent portion 3,710,233 4,501,963
Revolving line of credit, noncurrent portion 400,000
Notes payable 2,980,000 3,380,000
Convertible notes payable 5,100,000 5,100,000
Convertible note payable at fair value 300,000 355,000
Loan from related party 3,217,873 1,107,873
Lease liability 2,844,526 4,068,642
Deferred tax liability 322,137 306,691
Warrant liability 5,000
Other noncurrent liabilities 18,915 18,915
Total Liabilities 43,699,448 46,298,129
STOCKHOLDERS’ EQUITY
--- --- --- --- --- ---
Preferred Stock, Series C, 0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2024 and December 31, 2024 1,000 1,000
Common stock, 0.015 par value, 200,000,000 shares authorized, 11,112,492 and 9,109,766 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 166,687 136,646
Additional paid-in capital 157,688,200 153,430,403
Accumulated deficit (144,254,818 ) (133,611,204 )
Total Stockholders’ Equity 13,601,069 19,956,845
Total Liabilities and Stockholders’ Equity 57,300,517 $ 66,254,974

All values are in US Dollars.

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months Ended<br> <br>September 30, Nine Months Ended<br> <br>September 30,
2024 2023 2024 2023
Revenues $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867
Expenses:
Direct costs 254,574 185,308 2,790,043 621,449
Payroll and benefits 9,575,596 8,382,659 28,344,865 26,114,881
Selling, general and administrative 1,838,765 2,150,889 5,665,365 6,023,954
Acquisition costs 148,798 4,666 164,044 8,823
Depreciation and amortization 636,782 535,740 1,745,579 1,612,776
Impairment of goodwill 6,480,992 6,671,557 6,517,400
Impairment of intangible assets 341,417 341,417
Impairment of notes receivable 1,270,000 1,270,000
Change in fair value of contingent consideration 33,226
Legal and professional 631,629 695,188 1,825,588 1,955,037
Total expenses 20,837,136 12,295,867 48,477,041 43,228,963
Loss from operations (8,154,699 ) (2,111,356 ) (9,109,623 ) (12,128,096 )
Other (expenses) income:
Change in fair value of convertible note (10,000 ) 55,000 (6,444 )
Change in fair value of warrants 5,000 5,000
Interest income 3,391 104,303 9,991 309,424
Interest expense (533,454 ) (604,669 ) (1,559,276 ) (1,413,177 )
Total other (expenses) income, net (540,063 ) (500,366 ) (1,489,285 ) (1,105,197 )
Loss before income taxes and equity in losses of unconsolidated affiliates (8,694,762 ) (2,611,722 ) (10,598,908 ) (13,233,293 )
Income tax benefit (expense) 2,373 (31,059 ) (44,706 ) (91,243 )
Net loss before equity in losses of unconsolidated affiliates (8,692,389 ) (2,642,781 ) (10,643,614 ) (13,324,536 )
Equity in losses of unconsolidated affiliates (1,220,547 ) (1,467,356 )
Net loss $ (8,692,389 ) $ (3,863,328 ) $ (10,643,614 ) $ (14,791,892 )
Loss per share:
Basic $ (0.80 ) $ (0.55 ) $ (1.07 ) $ (2.22 )
Diluted $ (0.80 ) $ (0.55 ) $ (1.07 ) $ (2.22 )
Weighted average number of shares outstanding:
Basic 10,930,286 7,060,638 9,964,607 6,664,069
Diluted 10,930,286 7,060,638 9,964,607 6,664,069



Use of Non-GAAP Financial Measures

In order to provide greater transparency regarding our operating performance, the financial results in this press release refer to a non-GAAP financial measure that involves adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management deems are not directly attributable to the Company’s core operating results and/or certain items that are inconsistent in amounts and frequency, making it difficult to perform a meaningful evaluation of our current or past operating performance.

Adjusted operating income or loss is defined by Dolphin as (loss) income from operations before: (i) depreciation and amortization, (ii) write-off of assets, (iii) impairment of goodwill or intangible assets, (iv) acquisition costs, (v) employee stock compensation, (vi) change in fair value of contingent consideration, (vii) bad debt expense and (viii) and impairment of capitalized production costs.

Management believes that the presentation of operating results using this non-GAAP financial measure provides useful supplemental information for investors by providing them with the non-GAAP financial measure used by management for financial and operational decision making, planning and forecasting and in managing the business. This non-GAAP financial measure does not replace the presentation of financial information in accordance with U.S. GAAP financial results, should not be considered a measure of liquidity and is unlikely to be comparable to non-GAAP financial measures provided by other companies.

Reconciliation of GAAP loss from operations to non-GAAP income from operations

Three Months Ended<br> <br>September 30, Nine Months Ended<br> <br>September 30,
2024 2023 2024 2023
Revenues (GAAP) $ 12,682,437 $ 10,184,511 $ 39,367,418 $ 31,100,867
Expenses:
Direct costs 254,574 185,308 2,790,043 621,449
Payroll and benefits 9,575,596 8,382,659 28,344,865 26,114,881
Selling, general and administrative 1,838,765 2,150,889 5,665,365 6,023,954
Acquisition costs 148,798 4,666 164,044 8,823
Depreciation and amortization 636,782 535,740 1,745,579 1,612,776
Impairment of goodwill 6,480,992 6,671,557 6,517,400
Impairment of intangible assets 341,417 341,417
Impairment of notes receivable 1,270,000 1,270,000
Change in fair value of contingent consideration 33,226
Legal and professional 631,629 695,188 1,825,588 1,955,037
Total expenses (GAAP) 20,837,136 12,295,867 48,477,041 43,228,963
Loss from operations (GAAP) (8,154,699 ) (2,111,356 ) (9,109,623 ) (12,128,096 )
Adjustments to GAAP measure:
Depreciation and amortization 636,782 535,740 1,745,579 1,612,776
Bad debt expense 14,051 311,578 301,030 566,610
Acquisition costs 148,798 4,666 164,044 8,823
Impairment of goodwill 6,480,992 6,671,557 6,517,400
Impairment of intangible assets 341,417 341,417
Impairment of notes receivable 1,270,000 1,270,000
Impairment of capitalized production costs 49,412
Change in fair value of contingent consideration 33,226
Stock compensation 96,696 102,954 346,440 268,154
Adjusted income (loss) from operations (non-GAAP) 492,620 (815,001 ) 1,389,027 (2,730,278 )