Dolphin Entertainment, Inc.
For the period ended Mar 31, 2025. Filed May 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
DLPN$0.93+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001079973-24-001559
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001079973-25-000795
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 109 current paragraphs.
44 unchanged; 54 reworded; 10 added; 14 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
You should read the following management’s discussion and analysis together with our unaudited condensed consolidated financial statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, together with the audited consolidated financial statements, the accompanying notes, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” section of our Annual Report on Form 10-K and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our filings with the SEC.
Current report
Entertainment Publicity and Marketing (“EPM”)
Current report
Content Production (“CPD”)
Current report
In February 2025, Dolphin Films partnered with Aircraft Productions of Toronto, Canada to produce a re-boot of the popular 1986 MGM hockey movie “Youngblood.” The film is expected to be completed and ready for delivery in the second half of 2025.
Current report
Acquisition costs for the three months ended March 31, 2025 were $0.4 million, related to an agreed upon payment to the Special Projects Sellers related to the working capital adjustment. There was no acquisition costs recorded for the three months ended March 31, 2024.
Current report
Legal and professional fees decreased by $133 thousand for the three months ended March 31, 2025, as compared to same period of the prior year. The decrease is primarily due to cost savings of bringing the financial reporting in-house during the three months ended March 31, 2025.
Current report
Between April 2, 2025 and May 6, 2025, we issued six convertible notes payable and received proceeds of $915,000. The convertible notes payable bear interest at a rate of 10% per annum, are convertible at prices ranging between $1.00 and $1.03 per share and have maturity dates between one and four years from their respective issuance dates.
Current report
On December 6, 2024, we entered into a second Bank United Loan Agreement (“Second BKU Loan Agreement”) for $2.0 million to finance the acquisition of Elle Communications, LLC. The Second BKU Loan Agreement carries a 1.0% origination fee and matures in December 2027. Similar to the First BKU Term Loan, the Second BKU Loan Agreement has a declining prepayment penalty equal to 3% in year one, 2% in year two and 1% in year three of the outstanding balance. (The First BKU Term Loan, Second BKU Term Loan, BKU Line of Credit and BKU Commercial Card are collectively referred to as the “Bank United Credit Facility”).
Current report
Interest on the BKU Line of Credit is variable based on the Lender’s Prime Rate. During the three months ended March 31, 2025 and 2024, the Company recorded interest expense and made payments of $7,550 and $8,594, respectively, related to the BKU Line of Credit.
Current report
As of March 31, 2025, we had a balance of $1,708,051 classified as current liabilities and $4,349,537 classified as noncurrent liabilities, net of $92,554 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan and the Second BKU Term Loan. As of December 31, 2024, we had a balance of $1,686,018 classified as current liabilities and $4,782,271 classified as noncurrent liabilities, net of $96,759 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan and the Second BKU Term Loan. As of March 31, 2025 and December 31, 2024, we had a balance of $400,000 of principal outstanding under the BKU Line of Credit.
Removed paragraphs (14)
Previous report
Entertainment Publicity and Marketing
Previous report
Content Production
Previous report
Acquisition costs for the three and nine months ended September 30, 2024 were $0.1 million and $0.2 million, respectively, related to our acquisition of Elle on July 15, 2024. Acquisition costs for the three and nine months ended September 30, 2023 were inconsequential.
Previous report
Impairment of goodwill was $6.5 million and $6.7 million for the three and nine months ended September 30, 2024, respectively. As discussed in Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, in the third quarter of 2024, we performed a quantitative assessment driven by triggering events related to declines in our market capitalization combined with the lack of positive response from the market to positive information related to future projects. The quantitative assessment resulted in the impairment of goodwill in the amount of $6.5 million of a few of our reporting units, and $0.2 million impairment of goodwill as a result of the closure of one of our reporting units. During the nine months ended September 30, 2023, the Company impaired $6.5 million relating to the goodwill allocated to several of our reporting units.
Previous report
Impairment of intangible assets was $0.3 million for both the three and nine months ended September 30, 2023. As discussed in Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included above, during the three and nine months ended September 30, 2023, the Company recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the “The Digital Dept.”. No such impairments were recorded in the three and nine months ended September 30, 2024.
Previous report
Impairment of notes receivables was $1.3 million for the three and nine months ended September 30, 2024. As discussed in Note 5 to our condensed consolidated financial statements included above, during the three and nine months ended September 30, 2024, the Company determined the Midnight Theatre Notes had been impaired, resulting from a review of Midnight Theatre’s operating results and projections. As a result, as of September 30, 2024 the Company impaired all outstanding Midnight Theatre Notes. No such impairments were recorded during the three and nine months ended September 30, 2023.
Previous report
Change in fair value of the contingent consideration was $33.2 thousand for the nine months ended September 30, 2023 and all related to the settlement of the contingent consideration for the acquisition of Be Social. There were no changes in fair value of contingent consideration for the three and nine months ended September 30, 2024, and the three months ended September 30, 2023.
Previous report
Interest income– Interest income decreased by $0.1 million and $0.3 million for the three and nine months ended September 30, 2024 as compared to the same periods in the prior year, primarily due to the write-off of notes receivable in the fourth quarter of 2023.
Previous report
** Equity in Losses of Unconsolidated Affiliates**
Previous report
Equity in earnings or losses of unconsolidated affiliates includes our share of income or losses from equity investments. The Company impaired its equity investment in the unconsolidated affiliates during the fourth quarter of 2023. Therefore, no income or loss has been recorded during the three and nine months ended September 30, 2024.
Previous report
During the three and nine months ended September 30, 2023, the Company sold 150,000 and 575,000 shares of its common stock, respectively, at prices ranging between $3.31 and $4.54 pursuant to the LP 2022 Purchase Agreement and received proceeds of $550,850 and $2,162,150, respectively.
Previous report
The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of its common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has insignificant value as of September 30, 2024.
Previous report
As of September 30, 2024 and December 31, 2023, the Company had a balance of $4,755,384 and $5,482,614 of principal outstanding under the BKU Term Loan, respectively, net of debt issuance costs of $67,290 and $79,907, respectively. As of September 30, 2024 and December 31, 2023, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit.
Previous report
During the three and nine months ended September 30, 2024, the Company did not use the BKU Commercial Card.
Reworded paragraphs (54)
Previous wording
Through our subsidiaries 42West, Shore Fire, The Door and Elle, we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment and hospitality industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global PR and marketing leaders for the industries they serve. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Our newly launched talent management firm, Always Alpha, is the first management firm of its kind, fully focused on women’s sports. Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.
Current wording
Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept, LLC (“The Digital Dept.”) formerly known as Socialyte LLC (“Socialyte”) and Be Social Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects Media, LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”) we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations (“PR”) and marketing leaders for the industries they serve. As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.
Previous wording
We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses. We believe that complementary businesses, such as public relations companies in new and distinct entertainment verticals, can create synergistic opportunities and bolster profits and cash flow. We completed the acquisition of Special Projects during 2023 and completed the acquisition of Elle Communications, LLC in July of 2024. We will continue to identify potential acquisition targets but there is no assurance that one will be identified nor that we will be successful in completing the acquisition if one is identified.
Current wording
We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses. We believe that complementary businesses can create synergistic opportunities and bolster profits and cash flow. While we may acquire additional companies in the future, we are not in active negotiations with any such companies, and there is no assurance that we will be successful in acquiring any additional companies, whether in 2025 or at all.
Previous wording
We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into additional investments during 2024, but there is no assurance that we will be successful in doing so, whether in 2024 or at all.
Current wording
We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into Venture investments during 2025, but there is no assurance that we will be successful in doing so, whether in 2025 or at all.
Previous wording
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, direct costs, payroll and benefits, selling, general and administrative expenses, legal and professional expenses, other income/expense and net income. Other income/expense consists mainly of interest expense, non-cash changes in fair value of liabilities, costs directly relating to our acquisitions, and gains or losses on extinguishment of debt and disposal of fixed assets.
Current wording
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, direct costs, payroll and benefits, selling, general and administrative expenses, legal and professional expenses, other income/expense and net income. Other income/expense consists mainly of interest expense, interest income and non-cash changes in fair value of liabilities,
Previous wording
We operate in two reportable segments: (i) our entertainment publicity and marketing segment and (ii) our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept. Special Projects, Always Alpha and Elle, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, talent management, celebrity booking and live event production. The content production segment is composed of Dolphin Films, Inc. (“Dolphin Films”) and Dolphin Digital Studios, which produce and distribute feature films and digital content.
Current wording
We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production. The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content.
Previous wording
Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. We believe that we have a stable client base, and we have continued to grow organically through referrals and by actively soliciting new business. We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers, athletes, broadcasters or celebrities and (viii) curating and booking celebrities for live events For these revenue streams, we collect fees through either fixed fee monthly retainer agreements, fees based on a percentage of contracts or project-based fees.
Current wording
Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. We believe that we have a stable client base, and we have continued to grow organically through referrals and by actively soliciting new business. We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers or celebrities and (viii) curating and booking celebrities for live events. For these revenue streams, we collect fees through either fixed fee monthly retainer agreements, fees based on a percentage of contracts or project-based fees.
Previous wording
In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. As of September 30, 2024, we had paid $2,250,000 in connection with this agreement. On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels. During the nine months ended September 30, 2024, we recorded revenue of $3,421,141 related to the Amazon Agreement. On February 22, 2024, we received $777,905 from IMAX, as a first installment in connection with the Amazon Agreement and on July 9, 2024, the Company received the second installment from IMAX in the amount of $2,556,452.
Current wording
In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called the Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget and . we paid $2,250,000 related to productions costs of The Blue Angels in connection with this agreement. IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels and during the quarter ended March 31, 2024, we recorded $3,421,141 of revenue related to the Amazon Agreement. The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.
Previous wording
For the three and nine months ended September 30, 2024 and 2023, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the nine months ended September 30, 2024, we generated income in our content production segment related to the “The Blue Angels” documentary motion picture.
Current wording
For the three months ended March 31, 2025 and 2024, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the three months ended March 31, 2024, we generated income in our content production segment related to the The Blue Angels documentary motion picture.
Previous wording
The table below sets forth the percentage of total revenue derived from our segments for the three and nine months ended September 30, 2024 and 2023:
Current wording
The table below sets forth the percentage of total revenue derived from our segments for the three months ended March 31, 2025 and 2024:
Previous wording
For the three and nine months ended September 30, 2024 and 2023, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes and warrants; (2) interest income; and (3) interest expense.
Current wording
For the three months ended March 31, 2025 and 2024, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes; (2) interest income; and (3) interest expense. For the three months ended March 31, 2024, other income and expenses also included the change in fair value of the outstanding warrants.
Previous wording
Three and nine months ended September 30, 2024 as compared to three and nine months ended September 30, 2023
Current wording
Three months ended March 31, 2025 as compared to three months ended March 31, 2024
Previous wording
For the three and nine months ended September 30, 2024 and 2023 revenues were as follows:
Current wording
For the three months ended March 31, 2025 and 2024 revenues were as follows:
Previous wording
Revenues from entertainment publicity and marketing increased by approximately $2.5 million and $4.8 million for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. The increase for the nine months ended September 30, 2024 is primarily driven by increases across substantially all subsidiaries, especially 42West as a result of the 2023 Writers Guild of America and the Screen Actors Guild-American Federation of Television and Radio Arts (“SAG-AFTRA”) strikes that ended in September 2023 and November 2023, respectively. The remaining increase is due to the inclusion of $3.2 million of Special Projects and Elle revenues that were not present in 2023. For the three months ended September 30, 2024, the increase is primarily driven increases in revenues of 42West of $1.1 million, and the inclusion of $1.7 million in revenues of Special Projects and Elle that were not present in 2023 offset by a decrease in the revenues of Viewpoint. The Company decided to cease the operations of Viewpoint during the nine months ended September 30, 2024.
Current wording
Revenues from entertainment publicity and marketing increased by approximately $0.3 million for the three months ended March 31, 2025, respectively, as compared to the same period in the prior year. The increase for the three months ended March 31, 2025, is primarily driven by the inclusion of $861 thousand in revenues of Elle that were not present in 2024 offset by a decrease in the revenues of Viewpoint that ceased operations on June 30, 2024.
Previous wording
Revenues from content production increased by approximately $3.4 million during the nine months ended September 30, 2024, compared to the same period in the prior year, in connection with revenue generated from The Blue Angels documentary film, which was released in theatres on May 17, 2024.
Current wording
Revenues from content production decreased by approximately $3.3 million during the three months ended March 31, 2025, compared to the same period in the prior year. The decrease was related to revenue from the Amazon Agreement for The Blue Angels documentary film that was released in 2024.
Previous wording
For the three and nine months ended September 30, 2024 and 2023, our expenses were as follows:
Current wording
For the three months ended March 31, 2025 and 2024, our expenses were as follows:
Previous wording
Direct costs increased $69.0 thousand for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and increased $2.2 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase in direct costs for the three months ended September 30, 2023 is attributed to increase in subsidiaries’ revenues compared to the same period in the prior year. The increase in direct costs for the nine months ended September 30, 2024 is directly attributable to (i) $1.8 million of capitalized production costs being amortized for the production of The Blue Angels and (ii) the increase in subsidiaries’ revenues as compared with the same period in the prior year.
Current wording
Direct costs decreased by approximately $2.0 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease in direct costs for the three months ended March 31, 2025 is directly attributable to $1.8 million of capitalized production costs being amortized for the production of The Blue Angels that was recorded in during the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company did not amortize capitalized production costs related to The Blue Angels film.
Previous wording
Payroll and benefits expenses increased by approximately $1.2 million and $2.2 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, primarily due to the inclusion of the Special Projects and Elle payroll expenses in the three and nine months ended September 30, 2024.
Current wording
Payroll and benefits expenses increased by approximately $0.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to the inclusion of the Elle payroll expenses in the three months ended March 31, 2025.
Previous wording
Selling, general and administrative expenses decreased by approximately $0.3 million and $0.4 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The decrease is mainly due to a decrease in office rent expense from the expiration of one of our New York office leases in August of 2023 and a reduction of bad debt expense due to improvements in collections of our accounts receivable.
Current wording
Selling, general and administrative expenses decreased by approximately $0.2 million, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease is mainly due to a decrease in office rent expense from the expiration of two of our leases in December 2024.
Previous wording
Depreciation and amortization increased by $0.1 million for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023. The increase in depreciation and amortization expense are related primarily to the amortization of Special Projects and Elle’s intangibles assets, such as the trade name and customers list, during the three and nine months ended September 30, 2024, which were not present in the same period of the prior year.
Current wording
Depreciation and amortization increased by $38 thousand for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase in depreciation and amortization expense are related primarily to the amortization of Elle’s intangibles assets, such as the trade name and customers list, during the three months ended March 31, 2025, which were not present in the same period of the prior year.
Previous wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended September 30, 2024, we recorded a loss in the change in fair value of the convertible note issued in 2020 in the amount of $10.0 thousand. For the three months ended September 30, 2023, there was no change in fair value. For the nine months ended September 30, 2024 and 2023, we recorded a change in fair value of the convertible note issued in 2020 in the amount of a gain of $55.0 thousand and a loss of $6.4 thousand, respectively. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.
Current wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended March 31, 2025, we recorded a gain in the change in fair value of the convertible note issued in 2020 in the amount of $20.0 thousand. For the three months ended March 31, 2024, we recorded a gain in fair value of the convertible note issued in 2020 in the amount of $25.0 thousand. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.
Previous wording
Change in fair value of warrant– The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the three and nine months ended September 30, 2024 and 2023.
Current wording
Change in fair value of warrant– The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the three months ended March 31, 2024. For the three months ended March 31, 2025, there was no change in fair value.
Previous wording
Legal and professional fees remained consistent for the three months ended September 30, 2024 as compared to same period of the prior year. Legal and professional fees decreased by $0.1 million for the nine months ended September 30, 2024 as compared to the same period in the prior year, and related to the Company obtaining a consent from the predecessor auditor for the 2021 audited financial statements that were included by reference in the S-3 registration statement.
Current wording
Interest income– Interest income remained consistent for the three months ended March 31, 2025 as compared to same period of the prior year.
Previous wording
Interest expense– Interest expense decreased by $71.2 thousand and increased by $0.1 million for the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. The increases were primarily due to increased related party nonconvertible notes and the term loan outstanding during 2024 as compared to the same period in the prior year.
Current wording
Interest expense– Interest expense increased by $56.5 thousand for the three months ended March 31, 2025, respectively, as compared to the same period in the prior year. The increases were primarily due to the new convertible and nonconvertible notes entered into during the first quarter of 2025 and the second term loan outstanding during 2025 as compared to the same period in the prior year.
Previous wording
We recorded an income tax benefit of approximately $2.0 thousand and an income tax expense of $44.7 thousand for the three and nine months ended September 30, 2024, respectively, and approximately $31.1 thousand and $91.2 thousand for the three and nine months ended September 30, 2023, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).
Current wording
We recorded an income tax expense of approximately $21.5 thousand for the three months ended March 31, 2025, respectively, and approximately $31.1 thousand for the three months ended March 31, 2024, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).
Previous wording
Net loss was approximately $8.7 million or ($0.80) per share based on 10,930,286 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended September 30, 2024. Net loss was approximately $3.9 million or ($0.55) per share based on 7,060,638 weighted average shares outstanding for both basic loss per share and fully diluted loss per share for the three months ended September 30, 2023. The change in net loss for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, is related to the factors discussed above.
Current wording
Net loss was approximately $2.3 million or ($0.21) per share based on 11,162,026 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended March 31, 2024. Net loss was approximately $0.3 million or ($0.04) per share based on 9,238,913 weighted average shares outstanding for basic loss per share and $0.04 per share based on 9,302,851 weighted average shares outstanding for fully diluted loss per share for the three months ended March 31, 2024. The change in net loss for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, is related to the factors discussed above.
Previous wording
Cash used in operating activities was $1.0 million for the nine months ended September 30, 2024, a change of $3.9 million from cash used in operating activities of $4.9 million for nine months ended September 30, 2023. The increase in cash flows from operations was primarily as a result a $4.1 million of decreased net loss for the period, an increase of $1.0 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, impairment of capitalized production costs, impairment of goodwill and other non-cash losses, which was offset by $1.3 million net change in working capital.
Current wording
Cash used in operating activities was $1.7 million for the three months ended March 31, 2025, a change of $0.5 million from cash used in operating activities of $1.2 million for three months ended March 31, 2024. The increase in cash used in operating activities was primarily a result of a $2.0 million increase in net loss for the period, a decrease of $2.0 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, amortization of capitalized production costs, and other non-cash losses, which was offset by the net change in working capital.
Previous wording
Cash flows used in investing activities for the nine months ended September 30, 2024 were $2.5 million, mainly related to the net issuance of $1.3 million of notes receivable to Midnight Theatre, and $1.2 million payment related to the acquisition of Elle, net of cash acquired. There were no significant cash flows used in investing activities for the nine months ended September 30, 2023.
Current wording
Cash flows used in investing activities for the three months ended March 31, 2025 was inconsequential. There were no cash flows used in investing activities for the three months ended March 31, 2024.
Previous wording
Cash flows provided by financing activities for the nine months ended September 30, 2023 were $7.8 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the three months ended March 31, 2025 were $586 thousand, which mainly related to:
Previous wording
Cash flows provided by financing activities for the nine months ended September 30, 2024 were $2.5 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the three months ended March 31, 2024 were $1.1 million, which mainly related to:
Previous wording
Total debt amounted to $20.7 million as of September 30, 2024, compared to $19.3 million as of December 31, 2023, an increase of $1.4 million, primarily related to an increase in related party nonconvertible promissory notes, offset by the repayment of the term loan.
Current wording
Total debt amounted to $23.0 million as of March 31, 2025, compared to $22.4 million as of December 31, 2024, an increase of $597.1 thousand, primarily related to an increase in convertible and nonconvertible promissory notes, offset by the repayment of the term loan.
Previous wording
Our debt obligations in the next twelve months from September 30, 2024 and December 31, 2023, were approximately $4.9 million. We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements.
Current wording
Our debt obligations in the next twelve months from March 31, 2025 are approximately $5.5 million. We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements.
Previous wording
On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of its shares of the Company’s common stock from time to time over a 36-month period.
Current wording
On August 10, 2022, we entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which we could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of shares of our common stock from time to time over a 36-month period.
Previous wording
During the three months ended September 30, 2024, the Company did not sell shares of common stock. During the nine months ended September 30, 2024, the Company sold 475,000 shares of its common stock, at prices ranging between $2.14 and $3.06 and received proceeds of $1,185,300.
Current wording
During the three months ended March 31, 2025, we did not sell shares of common stock under the LP 2022 Purchase Agreement. During the three months ended March 31, 2024, we sold 175,000 shares of its common stock, at prices ranging between $2.54 and $3.06 and received proceeds of $495,200.
Previous wording
As of September 30, 2024, the Company has ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances. The balance of each convertible note payable and any accrued interest may be converted at the noteholder’s option at any time at a purchase price based on a 90-day average closing market price per share of the common stock. Three of the convertible notes payable may not be converted at a price less than $5.00 per share, four of the convertible notes payable may not be converted at a price less than $4.00 per share, and three of the convertible notes payable may not be converted at a price less than $2.00 per share.
Current wording
During the three months ended March 31, 2025, we issued six convertible notes payable and received proceeds of $775,000. As of March 31, 2025, we had sixteen convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances.
Previous wording
The Company recorded interest expense related to these convertible notes payable of $127,500 and $128,750 during the three months ended September 30, 2024, and 2023, respectively, and $382,750 and $414,880 during the nine months ended September 30, 2024, and 2023, respectively. In addition, the Company made cash interest payments amounting to $382,750 and $413,764 during the nine months ended September 30, 2024 and 2023, respectively, related to the convertible notes payable.
Current wording
We recorded interest expense related to these convertible notes payable of $136,000 and $127,750 during the three months ended March 31, 2025 and 2024, respectively. In addition, we made cash interest payments amounting to $129,556 and 127,750 during the three months ended March 31, 2025 and 2024, respectively, related to the convertible notes payable.
Previous wording
As of both September 30, 2024, and December 31, 2023, the principal balance of the convertible notes payable of $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the Company’s condensed consolidated balance sheets.
Current wording
As of March 31, 2025 and December 31, 2024, the principal balance of the convertible notes payable of $5,875,000 and $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the our condensed consolidated balance sheets.
Previous wording
The Company had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of September 30, 2024 for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, the Company records the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Current wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of March 31, 2025 for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Previous wording
The Company had a balance of $300,000 and $355,000 in noncurrent liabilities as of September 30, 2024, and December 31, 2023, respectively, on its condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.
Current wording
We had a balance of $300,000 and $320,000 in noncurrent liabilities as of March 31, 2025, and December 31, 2024, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.
Previous wording
The Company recorded a loss in fair value of $10,000 for the three months ended September 30, 2024. There was no change in fair value for the three months September 30, 2023. A gain in fair value of $55,000 and a loss in fair value of $6,444 for the nine months ended September 30, 2024 and 2023, respectively, on its condensed consolidated statements of operations related to this convertible promissory note at fair value.
Current wording
We recorded a gain in fair value of $20,000 and $25,000 for the three months ended March 31, 2025 and 2024, respectively, on our condensed consolidated statements of operations related to this convertible promissory note at fair value.
Previous wording
The Company recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended September 30, 2024 and 2023, and $29,589 for both the nine months ended September 30, 2024 and 2023. In addition, the Company made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2024 and 2023, related to the convertible note payable at fair value.
Current wording
We recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended March 31, 2025 and 2024. In addition, we made cash interest payments amounting to $9,863 for both the three months ended March 31, 2025 and 2024, related to the convertible note payable at fair value.
Showing the first 40 of 54 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The balance of each convertible notes payable and any accrued interest may be converted at the noteholder’s option at any time at the following conversion prices:
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.
Previous report — wording carried elsewhere
Net loss was approximately $10.6 million or ($1.07) per share based on 9,964,607 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the nine months ended September 30, 2024. Net loss was approximately $14.8 million or ($2.22) per share based on 6,664,069 weighted average shares outstanding for both basic loss per share and fully diluted loss per share for the nine months ended September 30, 2023. The change in net loss for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, is related to the factors discussed above.
Previous report — wording carried elsewhere
On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv.