Acquisitions and Investments - The company acquired Be Social Public Relations for $1.5 million in cash and 349,534 shares, with potential earnout consideration of up to $800,000 based on performance targets for 2022 and 2023 [243]. - The company plans to complete at least one acquisition in 2021 to enhance its entertainment publicity and marketing services, although success is not guaranteed [245]. - The company has identified potential acquisition targets in data analytics and digital marketing to create synergistic opportunities [245]. - The company has completed development on three feature films, which are awaiting financing for pre-production [261]. - The company granted sellers of 42West put rights to require the purchase of up to 1,187,087 shares at $9.22 per share, with 199,244 shares exercised during the nine months ended September 30, 2020 [299]. - The company has a balance of $19,707,322 of goodwill on its balance sheet, primarily from acquisitions, including a provisional balance of $1,634,496 related to the Be Social acquisition [334]. Financial Performance - For the three months ended September 30, 2020, 100% of total revenue was derived from the entertainment publicity and marketing segment, compared to 99.9% in the same period of 2019 [250]. - Revenues from entertainment publicity and marketing increased by approximately $0.5 million to $6,390,653 for the three months ended September 30, 2020, compared to $5,940,440 in the same period of 2019 [272]. - Total revenue for the nine months ended September 30, 2020, was $18,219,178, a decrease from $18,550,936 in the same period of 2019 [272]. - Net loss for the three months ended September 30, 2020, was approximately $(0.1) million or $0.00 per share, compared to a net loss of $(0.3) million or $(0.02) per share in the same period of 2019 [288]. - Total expenses for the nine months ended September 30, 2020, were $19,762,261, down from $21,990,347 in the same period of 2019 [274]. - Cash flows used in operating activities for the nine months ended September 30, 2020, were $0.6 million, a decrease from $2.2 million in the same period of 2019 [290]. Debt and Financing - The company received approximately $7.6 million from a registered direct offering of 7.9 million shares at $1.05 per share on June 5, 2020 [248]. - The company received $2.8 million in loans under the Paycheck Protection Program, with no assurance of forgiveness [249]. - The term loan balance as of September 30, 2020, was $1,000,325, with potential non-compliance with certain debt covenants due to COVID-19 [304]. - The company issued a convertible promissory note of $1.3 million in January 2020, with a principal amount of $1.2 million, and warrants for 207,588 shares [311]. - The company issued a convertible promissory note of $500,000 on September 11, 2020, which bears interest at 10% per annum and matures on September 11, 2022 [317]. - The company issued two convertible promissory notes on March 18, 2020, totaling $195,000, with a conversion price of $0.78 per share [318]. Operational Adjustments - The company has taken measures to align expenses with revenue changes due to COVID-19, including hiring freezes and salary reductions [246]. - The company anticipates that increased digital streaming marketing budgets from key clients will drive revenue growth in its Entertainment Marketing division over the next several years [257]. - The company updated its estimates for goodwill impairment due to the adverse effects of COVID-19 but determined that an impairment adjustment was not necessary as of the assessment date [336]. Tax and Valuation - The income tax benefit of $182,487 reported for the three and nine months ended September 30, 2019, is due to a reduction in the valuation allowance against tax liability associated with the acquisition of Be Social [353]. - The company uses a Black-Scholes Option Pricing model for measuring the fair value of put rights, which incorporates significant unobservable inputs [350]. - The fair value hierarchy categorizes inputs into three levels, with Level 3 inputs reflecting management's assumptions based on limited market activity [343]. Cash and Equity - As of September 30, 2020, total debt was approximately $7.7 million, with total stockholders' equity at approximately $20.5 million [297]. - The company had cash available for working capital of approximately $9.2 million as of September 30, 2020, compared to $2.3 million in 2019 [294]. - The company recorded a gain on extinguishment of debt of $3.3 million during the nine months ended September 30, 2020, primarily related to the Max Steel VIE [279].

Financial Data and Key Metrics Changes - Revenue for Q2 2020 was $5.1 million, down from $6.3 million in Q2 2019, attributed to the pandemic's impact [40] - Operating loss for Q2 2020 was approximately $179,000, significantly improved from a loss of $1.2 million in Q2 2019, despite including $500,000 in depreciation and amortization [21][44] - Net loss for Q2 2020 was approximately $2.9 million, compared to a net loss of $800,000 in Q2 2019 [45] Business Line Data and Key Metrics Changes - 42West achieved a record of 145 Emmy nominations, indicating strong performance in PR for entertainment [22] - The Door's hospitality segment is struggling, but the Consumer Products Division is performing well, with Q3 expected to show marked improvement [27] - Viewpoint had the best performance among subsidiaries in Q2, driven by consistent demand for video marketing [28][60] Market Data and Key Metrics Changes - The hospitality industry is still facing challenges due to COVID-19, with a slow recovery expected [26] - Streaming services have increased demand for PR services, benefiting 42West [67] - The production environment is improving, with studios beginning to resume operations [70] Company Strategy and Development Direction - The acquisition of Be Social is a strategic move to enhance influencer marketing capabilities and integrate them with existing PR services [8][19] - The company aims to build a comprehensive entertainment marketing Super Group, having successfully acquired five companies in targeted verticals [38] - Future growth is anticipated through cross-selling opportunities among the acquired companies [52][58] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery of the hospitality and entertainment sectors, with expectations for growth across all subsidiaries [75] - The company is preparing for potential further acquisitions and is focused on expanding its online presence through Be Social [78] Other Important Information - The company reported beneficial conversion features on notes payable amounting to $856,863, recorded in interest expense [46] - There were net losses on changes in fair value of liabilities amounting to approximately $1.7 million in Q2 2020 [47] Q&A Session Summary Question: Can you provide historical run rate for Be Social's revenue and operating income? - Management did not disclose historical financials for Be Social due to competitive reasons but confirmed it is a profitable and well-run company [50] Question: What are the cross-selling opportunities created by the acquisition of Be Social? - Be Social is expected to enhance cross-selling across all existing divisions, particularly benefiting the Door and Shore Fire Media [51][55] Question: How is 42West expected to perform in the coming quarters? - 42West is anticipated to grow as production resumes, with a strong pipeline of projects from streaming services [68] Question: What is the current status of production in the U.S.? - Studios are beginning to resume production, but independent productions are still facing challenges due to insurance issues related to COVID-19 [74]

PART I — FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported net losses for Q2 and the six months ended June 30, 2020, with balance sheet improvements from a stock offering, PPP loans, and Max Steel VIE deconsolidation impacts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$49.7 million** by June 30, 2020, driven by cash, with equity doubling to **$19.5 million** from capital raising | Balance Sheet Highlights | June 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $12,560,206 | $2,196,249 | | Total current assets | $15,983,684 | $6,864,365 | | Goodwill | $18,072,825 | $17,947,989 | | Total Assets | $49,746,571 | $42,571,726 | | **Liabilities & Equity** | | | | Total current liabilities | $18,363,819 | $22,421,511 | | Total Liabilities | $30,207,126 | $32,995,194 | | Total Stockholders' Equity | $19,539,445 | $9,576,532 | - The company received five separate unsecured loans totaling **$2.8 million** under the Paycheck Protection Program (PPP) between April 19 and April 23, 2020, with the current portion at **$1.04 million** and non-current portion at **$1.75 million** as of June 30, 2020[11](index=11&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues decreased for Q2 and six months ended June 30, 2020, leading to increased net losses from lower revenue and non-cash fair value adjustments | Metric | Q2 2020 | Q2 2019 | Six Months 2020 | Six Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $5,194,725 | $6,273,983 | $11,828,525 | $12,602,880 | | Total expenses | $5,373,763 | $7,476,062 | $12,878,423 | $14,630,120 | | Net loss | $(2,943,601) | $(796,650) | $(869,754) | $(674,042) | | Basic Loss per Share | $(0.12) | $(0.05) | $(0.04) | $(0.04) | - For the six months ended June 30, 2020, the company recognized a **$3.26 million** gain on debt extinguishment and a **$1.48 million** loss on the deconsolidation of the Max Steel VIE, significantly impacting other income (expenses)[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly improved for the six months ended June 30, 2020, with financing activities providing **$9.7 million** from a stock offering and PPP loans, substantially increasing cash | Cash Flow Activity (Six Months Ended June 30) | 2020 | 2019 | | :--- | :--- | :--- | | Net Cash Provided by (Used in) Operating Activities | $716,066 | $(1,277,279) | | Net Cash (Used in) Investing Activities | $(7,723) | $(37,929) | | Net Cash Provided by (Used in) Financing Activities | $9,655,614 | $(1,667,145) | | **Net Increase (Decrease) in Cash** | **$10,363,957** | **$(2,982,353)** | - Key financing activities in the first six months of 2020 included **$7.6 million** in proceeds from a registered direct offering, **$2.8 million** from PPP loans, and **$2.4 million** from convertible notes, offset by repayments of other debt[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail COVID-19 impacts, a **$7.6 million** stock offering, **$2.8 million** in PPP loans, a going concern uncertainty, Max Steel VIE deconsolidation, and extensive debt and fair value measurement information - The company's business was adversely affected by COVID-19, particularly in the food, hospitality, and talent representation sectors, leading to cost-cutting measures and securing **$2.8 million** in PPP loans[29](index=29&type=chunk) - On June 5, 2020, the company raised approximately **$7.6 million** in net proceeds from a registered direct offering of 7,900,000 shares of common stock at $1.05 per share[30](index=30&type=chunk) - Substantial doubt about the company's ability to continue as a going concern is raised due to a net loss of **$0.9 million** for the six months ended June 30, 2020, an accumulated deficit of **$96.9 million**, and a working capital deficit of **$2.4 million**[55](index=55&type=chunk) - Subsequent to the quarter end, on August 17, 2020, the company acquired 100% of Be Social Public Relations, LLC for consideration of **$2.2 million** plus potential earn-outs[211](index=211&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=45&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses COVID-19's adverse impact on revenue and expenses, highlights going concern uncertainty, details improved liquidity from a stock offering and PPP loans, and notes the ongoing acquisition strategy [Results of Operations](index=48&type=section&id=Results%20of%20Operations) Q2 2020 revenues decreased by **$1.1 million** due to COVID-19, partially offset by an acquisition, while total expenses significantly decreased from payroll reductions and volatile non-operating items - Revenues from the entertainment publicity and marketing segment decreased by approximately **$1.1 million** for the three months ended June 30, 2020, compared to the prior year, primarily due to the negative effects of COVID-19 on clients in the food, hospitality, and talent sectors[242](index=242&type=chunk) - Payroll expenses decreased by approximately **$1.3 million** for Q2 2020 compared to Q2 2019, as the company reduced salaries and staff in response to the business slowdown from COVID-19[249](index=249&type=chunk) - For the six months ended June 30, 2020, the company recorded a gain on debt extinguishment of **$3.3 million** related to the Max Steel VIE and a loss on deconsolidation of the same VIE of approximately **$1.5 million**[250](index=250&type=chunk)[252](index=252&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2020, liquidity improved with **$12.6 million** cash from a **$7.6 million** stock offering and **$2.8 million** PPP loans, despite a **$2.4 million** working capital deficit and **$96.9 million** accumulated deficit raising going concern doubts - Cash flows from financing activities were a net inflow of **$9.7 million** for the first six months of 2020, primarily due to a **$7.6 million** stock offering and **$2.8 million** in PPP loans[263](index=263&type=chunk) - The company's accumulated deficit of **$96.9 million** as of June 30, 2020, raises substantial doubt about its ability to continue as a going concern[265](index=265&type=chunk) - As of June 30, 2020, total debt was approximately **$9.6 million**, not including the PPP loans, and includes about **$2.7 million** for the fair value of put rights from the 42West acquisition[268](index=268&type=chunk) [Critical Accounting Policies, Judgments and Estimates](index=56&type=section&id=Critical%20Accounting%20Policies%2C%20Judgments%20and%20Estimates) Management identifies Goodwill, Leases, Revenue Recognition, and Fair Value Measurements as critical accounting policies, noting **no goodwill impairment** despite COVID-19 impacts, and emphasizing **Level 3 inputs** for complex liabilities requiring significant assumptions - The company determined that the adverse effects of COVID-19 were an indicator of possible goodwill impairment, but after performing a test, concluded that an impairment adjustment was **not necessary** as of June 30, 2020[305](index=305&type=chunk) - The company uses **Level 3 inputs** for fair value measurements of derivative liabilities (warrants, conversion options), put rights, and contingent consideration, which involve significant unobservable inputs and management assumptions[312](index=312&type=chunk)[314](index=314&type=chunk)[319](index=319&type=chunk)[321](index=321&type=chunk) [Controls and Procedures](index=60&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were **not effective** as of June 30, 2020, due to un-remediated material weaknesses from the 2019 Form 10-K, with plans to enhance segregation of duties controls - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of June 30, 2020, due to material weaknesses disclosed in the Annual Report on Form 10-K for the year ended December 31, 2019[326](index=326&type=chunk) - The company plans to **remediate the material weaknesses** by performing a comprehensive review of procedures and enhancing controls over the segregation of duties[330](index=330&type=chunk) PART II — OTHER INFORMATION [Risk Factors](index=61&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company highlights new material risks from the COVID-19 pandemic, including uncertain impacts on client spending and operations, and potential non-forgiveness or ineligibility challenges of its PPP loans - The extent to which the COVID-19 outbreak will adversely impact the business is **highly uncertain** and depends on factors like the duration of the outbreak, government actions, and the effect on clients and financial markets[334](index=334&type=chunk)[335](index=335&type=chunk) - The company's **$2.8 million** in PPP loans may **not be forgiven** and could subject the company to **penalties** if it is found to have been ineligible, which could harm the business and its reputation[337](index=337&type=chunk)[341](index=341&type=chunk) [Other Information](index=62&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company provides an update on its non-compliance with Nasdaq's **$1.00 minimum bid price requirement**, with the compliance period extended to **December 28, 2020**, due to market conditions - The company received a deficiency notice from Nasdaq for failing to meet the **$1.00 minimum bid price requirement**, with the compliance period **extended to December 28, 2020**[342](index=342&type=chunk)[343](index=343&type=chunk) [Exhibits](index=63&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including Paycheck Protection Program loan agreements, the June 2020 Share Purchase Agreement, and officer certifications - Exhibits filed include the **Paycheck Protection Program Term Note**, the **Share Purchase Agreement** from the June 5, 2020 registered direct offering, and **certifications by the CEO and CFO**[346](index=346&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ——————— FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) ——————— Florida 86-07 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Florida 86-0787790 (State or other jurisdiction of incorporation or organizat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ——————— FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) ——————— Florida 8 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ——————— FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) ——————— Florida 86-078 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ——————— FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) ——————— Florida 86-07 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38331 DOLPHIN ENTERTAINMENT, INC. Registrant's telephone number (305) 774-0407 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of ...