UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)

 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2016
 
Or
 

 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 000-50621
 
DOLPHIN DIGITAL MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
Florida
(State or other jurisdiction of
incorporation or organization)
 
86-0787790
(I.R.S. Employer
Identification No.)
 
 
 
2151 LeJeune Road, Suite 150-Mezzanine, Coral Gables, FL
 
33134
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number (305) 774-0407
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.015 par value per share
 
None
 
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ☐ Yes ☑ No
 
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐ Yes ☑ No
 
Indicate by a check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes ☐ No
 
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
 
Accelerated filer ☐
 
Non-accelerated filer ☐
 
Smaller reporting company ☑
 
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. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) ☐ Yes ☑ No
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: $33,243,780
 
Indicate the number of shares outstanding of the registrant’s common stock as of April 17,  2017: 18,755,865
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Registrant’s definitive proxy statement for its 2017 annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2016, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K

 
 
 
 
TABLE OF CONTENTS
 
FORM 10-K
 
 
 
Page
 
PART I
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 1. BUSINESS
 
 
2
 
 
 
 
 
 
Item 1A. RISK FACTORS
 
 
8
 
 
 
 
 
 
Item 1B. UNRESOLVED STAFF COMMENTS
 
 
18
 
 
 
 
 
 
Item 2. PROPERTIES
 
 
18
 
 
 
 
 
 
Item 3. LEGAL PROCEEDINGS
 
 
19
 
 
 
 
 
 
Item 4. MINE SAFETY DISCLOSURES
 
 
19
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 
19
 
 
 
 
 
 
Item 6. SELECTED FINANCIAL DATA
 
 
20
 
 
 
 
 
 
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
20
 
 
 
 
 
 
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 
35
 
 
 
 
 
 
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
36
 
 
 
 
 
 
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 
36
 
 
 
 
 
 
Item 9A. CONTROLS AND PROCEDURES
 
 
36
 
 
 
 
 
 
Item 9B. OTHER INFORMATION
 
 
38
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
 
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
 
39
 
 
 
 
 
 
Item 11. EXECUTIVE COMPENSATION
 
 
39
 
 
 
 
 
 
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 
39
 
 
 
 
 
 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 
39
 
 
 
 
 
 
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 
39
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 
 
 
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 
40
 
 
 
 
 
 
Item 16. FORM 10-K SUMMARY
 
 
 42
 
 
 
 
 
 
SIGNATURES
 
 
43
 
 
 
 
1
 
 
PART I
ITEM 1.   BUSINESS .
 
Overview
 
      Dolphin Digital Media, Inc. (“We”,“Dolphin” or the “Company”) is dedicated to the production of high-quality digital and motion picture content.  Dolphin Digital Studios, a division of ours, is a producer of original, high quality digital programming for online consumption and is committed to delivering premium, best-in-class entertainment and securing premiere distribution partners to maximize audience reach and commercial advertising potential.  We also seek to develop online kids clubs.
 
  On March 7, 2016, we acquired Dolphin Films, Inc., a Florida corporation (“Dolphin Films”), and a content producer of motion pictures, from Dolphin Entertainment, Inc. (“Dolphin Entertainment”), an entity wholly owned by our President, Chairman and Chief Executive Officer (“CEO”), Mr. O’Dowd. See Note 4 for additional information regarding the merger whereby we acquired Dolphin Films (the “Dolphin Films Acquisition”).
 
  On May 9, 2016, we filed Articles of Amendment to our Amended Articles of Incorporation to effectuate a 1-to-20 reverse stock split, as approved by our Board of Directors and a majority of our shareholders. The reverse stock split became effective on May 10, 2016.
 
On March 30, 2017, we completed the acquisition of 42West, LLC, a Delaware limited liability company, (“42West”), and an entertainment public relations agency offering talent publicity, strategic communications and entertainment content marketing (the “42West Acquisition”). As consideration in the 42West Acquisition, we paid approximately $18.7 million in shares of common stock of the Company, par value $0.015 (the “Common Stock”), based on the Company’s 30-trading-day average stock price prior to the closing date of $4.61 per share (less certain working capital and closing adjustments, transaction expenses, and payments of indebtedness), plus the potential to earn up to an additional $9.3 million in shares of Common Stock. As a result, we (i) issued 1,230,280 shares of Common Stock on the closing date, (ii) will issue (a) 344,550 shares of Common Stock to certain employees within 30 days of the closing date, (b) 118,655 shares of Common Stock as bonuses during 2017 and (c) approximately 1,961,821 shares of Common Stock on January 2, 2018 and (iii) may issue approximately 1,963,126 shares of Common Stock based on the achievement of specified financial performance targets over a three-year period as set forth in the Membership Purchase Agreement (the “Consideration”). Because the 42West Acquisition was completed during 2017, the financial condition and results of operations presented herein are those of Dolphin and its subsidiaries prior to the completion of the acquisition, and do not include the financial conditions and results of operations of 42West.
 
Leslee Dart, Amanda Lundberg and Allan Mayer, each a former owner of 42West (the “Principal Sellers”), have each entered into employment agreements with the Company and will continue as employees of the Company for a three-year term after the closing date of the 42West Acquisition. The non-executive employees of 42West are expected to be retained as well. In connection with the 42West Acquisition, on March 30, 2017, the Company entered into put agreements (the “Put Agreements”) with each of the sellers. Pursuant to the terms and subject to the conditions set forth in the Put Agreements, the Company has granted the sellers the right, but not obligation, to cause the Company to purchase up to an aggregate of 2,374,187 of their shares of Common Stock received as Consideration for a purchase price equal to $4.61 per share during certain specified exercise periods set forth in the Put Agreements up until December 2020.
 
Dolphin Digital Studios
 
      Dolphin Digital Studios is our digital entertainment division which creates original content to premiere online, in the form of “web series”.  Dolphin Digital Studios is instrumental in producing and distributing our web series and sourcing financing for our digital media projects.
 
  Premium online video is the largest growth sector for online advertising, with market leaders such as Yahoo!, Hulu, Netflix, YouTube and AOL making major initiatives around original programming.
 
      We target three distinct demographics for our “web series” activities:
 
 
 
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Tweens (roughly 9-14 years old);
Teens and young adults (roughly 14-24 years old); and
General market (roughly 14-49 years old).
 
      We expect to serve each of these demographics with different content, and we may have different distribution partners for each demographic.
 
Dolphin Films
 
  Dolphin Films is a content producer of motion pictures.  In 2016, we released our motion picture, Max Steel .  We also own the rights to several scripts that we intend to produce at a future date.
 
      Production
 
      Our in-house development team is continuously reviewing scripts for digital projects that are directed at one of our target demographics and that we believe we can produce within our normal planned budget range of $3.0 to $5.0 million.  Our budget typically includes costs associated with purchase of the script, production of the project and marketing of the project.  Occasionally, we also hire writers to develop a script for an idea that we have internally.   From the selection provided by our development team, our management reviews the scripts and evaluates them based on expected appeal to advertisers, talent we think we can attract, available budget for the production and available financing.  We normally purchase a variety of scripts which we hold for future use.  Not all scripts purchased will be produced.  Some scripts revert back to the writer if they are not produced during a contractually agreed upon timeframe.
 
  Once we have a stable of scripts, we present a variety of projects, based on these scripts, to online platforms such as Hulu, AOL, and Yahoo!.  The online platform will typically evaluate the project based on its estimation of potential demand, considering the genre or demographic to which they are looking to appeal.  Once a project is selected by the online platform, we enter into a distribution agreement with the online platform that outlines, among other things, our revenue share percentages (typically between 30% and 45%) and the length of time that the show will air on that online platform.  Based on agreements with the online platforms and advertisers, our management then makes the decision to “greenlight” or to approve, a project for production.
 
  Our goal is also to produce young adult and family films and our in-house development team reviews scripts for motion pictures in this genre that can be produced within a budget range of $6.0 to $9.0 million.  Our budget includes the cost of acquiring the script and producing the motion picture.  We finance our motion pictures with funds from investors and the financing from international licensing agreements for the motion picture.
 
  The production of digital projects and motion pictures is very similar.  Once management greenlights a project, the pre-production phase including the hiring of a director, talent, various crew and securing locations to film begins.   We may become signatories to certain guilds such as Screen Actors Guild, Directors Guild of America and Writers Guild of America in order to allow us to hire directors and talent for our productions. We typically hire crew members directly, engage a production service company to provide us with, among other things, the crew, equipment and a production office or use a combination of the two alternatives.   Directors and talent are typically compensated a base amount for their work.  In addition, directors and talent who are members of various guilds may receive remuneration from “residuals” that we pay to the various guilds based on the performance of our productions in ancillary markets. To better manage our upfront production costs, we sometimes structure our agreements with talent to allow them to participate in the proceeds of the digital project or motion picture in exchange for reduced upfront fixed payments, regardless of the project’s success.
 
  The decision of where to produce the project is oftentimes based on incentive tax programs implemented by many states and foreign countries to attract film production in their jurisdictions as a means of economic development.  These incentives normally take the form of sales tax refunds, transferable tax credits, refundable tax credits or cash rebates that are calculated based on a percentage spent in the jurisdiction offering the incentive.   The pre-production phase may take several months and is critical to the success of the project.
 
 
 
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The length of time needed to film varies by project but is typically between three and six weeks.  Once the filming is completed, the project will enter the post-production phase, which includes film and sound editing, and development of special effects, as needed.   Depending on the complexity of the work to be done, post-production may take from two to six months to complete.
 
In the last five years, we produced and distributed Cybergeddon in partnership with Anthony Zuiker, creator of CSI, Hiding , and South Beach- Fever ,   and were hired to provide production services for Aim High produced by a related party in conjunction with Warner Brothers.   These productions earned various awards including two Streamy Awards.   Dolphin Films produced the motion picture, Max Steel , that was released in 2016.
 
In 2016, we entered into a co-production agreement for a new digital project showcasing favorite restaurants of NFL players throughout the country.  Pursuant to the agreement, we were responsible for financing 50% of the project’s budget and are entitled to 50% of the profits. In addition, we were responsible for (a) producing; (b) negotiating and contracting the talent; (c) securing locations; (d) preparing the production and delivery schedules; (e) identifying and securing digital distribution; (f) soliciting and negotiating advertising and sponsorships; (g) legal and business affairs and (h) managing and maintaining the production account.  The web series is still in production and we anticipate that it will be produced and available for distribution in the third quarter of 2017.
 
Distribution
 
Our digital productions for advertiser supported video-on-demand (“AVOD”) platforms have premiered on online platforms such as Hulu and Yahoo!.  Distribution agreements with online platforms are for a limited period, typically six months.  Once the contract expires, we have the ability to distribute our productions in ancillary markets such as through home entertainment, subscription video-on-demand (“SVOD”) (e.g. Netflix), pay television, broadcast television, foreign and other markets.  Our ability to distribute these productions in ancillary markets is typically based on the popularity of the project during its initial online distribution.
 
Similar to distribution of digital productions described above, the economic life of motion pictures is comprised of different phases.  The motion picture is initially distributed in theaters.  A successful motion picture may remain in theaters for several months, after which we have the ability to distribute the motion picture in ancillary markets such as home entertainment, pay-per-view (“PPV”), video-on-demand (“VOD”), electronic-sell-through (“EST”), SVOD, AVOD, digital rentals, pay television, broadcast television, foreign and other markets.  Concurrent with their release in the U.S., motion pictures are generally released in Canada and may also be released in one or more other foreign markets.
 
Theatrical distribution refers to the marketing and commercial or retail exploitation of motion pictures. Typically, we enter into an agreement with a distributor to place our films in theatres for a distribution fee. Pursuant to the agreement, the distribution fee varies depending on whether we provide our own Prints and Advertising ("P&A") financing or whether the distributor finances the P&A.
 
In 2016, we obtained the P&A financing necessary for the distribution and marketing costs associated with our motion picture, Max Steel , and the film was released domestically on October 14, 2016.  The motion picture did not perform as well as expected domestically, however, we secured approximately $8.2 million in international distribution agreements.  As part of our domestic distribution arrangement, we still have the ability to derive revenues from the ancillary markets described above, although the amount of revenue derived from such channels is typically commensurate with the performance of the film in the domestic box office.
 
Financing
 
We have financed our acquisition of the rights to certain digital projects and motion picture productions through a variety of financing structures including equity finance agreements, subscription agreements and loan and security agreements.
 
We financed our production of Max Steel using funds from investors and loans partially collateralized by licensing agreements for the exploitation of the motion picture in certain international territories.  Our distribution and marketing costs were financed through financing obtained from a lender.
 
 
 
4
 
 
Online Kids Clubs
 
Through our online kids clubs we seek to partner with various organizations to provide an online destination for entertainment and information for kids.  Through online kids club memberships, established “brands” in the children’s space seek to expand their existing online audience through the promotion of original content supplied and/or sourced by Dolphin Digital Studios.  We expect that premium entertainment offerings such as original web series, will serve to both increase audiences through positive word of mouth and to increase engagement, or length of time on site.  Furthermore, we expect that the online kids clubs will serve as a platform for sponsorship and other marketing opportunities, such as contests and sweepstakes and as strong marketing vehicles for the respective brands. We expect this will keep the brands “top of mind” for the youngest generation, and in a space (the online world) where they increasingly go.
 
We believe that online kids clubs will provide us the opportunity to capitalize on the combination of the following two consumer trends:
 
a greater number of children under the age of 18 have access to the internet (and most “own” their own devices – e.g. laptop computers, tablets and  smartphones)
those children who have access to the internet spend an increasing amount of time online.
 
Simply put, the internet has become the next generation’s “go to” destination for both entertainment and information.
 
Brands that are “offline” (those without a marketing presence over the internet) need to engage with their participants “online” (or marketed over the internet) or risk losing them altogether.  To build successful engagement with children and teenagers in the “real world” and offer them nothing (let alone an equivalent engagement opportunity) in the digital world is a tremendous lost opportunity.  For example, Little Leagues may exist for the enjoyment of children, but their websites are overwhelmingly only used by parents.  Similarly, non-profits may exist to provide enrichment and cultural opportunities for children, but their websites are seldom visited by the children they serve.
 
Additionally, our online kids clubs encourage literacy in elementary school age children.  According to various studies, high school drop-out rates have a direct, proportional correlation to 3rd grade reading proficiency. If a child is already behind in their reading proficiency after 3rd grade, they are over 4x more likely to drop out of high school (a rate which increases to 10x for minority children). In the U.S., nearly 60% of fourth graders are not reading at their grade level. Our online kids clubs offer reading activities, articles and games. It also promotes parent engagement by emailing parents and continuously messaging the importance of reading and parent involvement to achieve reading proficiency.
 
We have partnered with Scholastic Books to provide to schools sponsored by a donor, a location in the school that is transformed into a reading room (the “Reading Oasis”).  Donors may sponsor a school for $10,000 which entitles each child in the school to receive an annual online kids club membership and entitles the school to receive a Reading Oasis. The Reading Oasis provides the school with hundreds of books (K-3), colorful bean bag chairs, a reading themed carpet, book cases, a listening library, and a stereo listening center with four headphones.
 
In September 2016, we terminated, by mutual accord our 2013 agreement with United Way Worldwide pursuant to which we created an online kids club to promote the organization’s philanthropic philosophy and encourage literacy in elementary school age children. We have retained the trademark to the online kids club and will continue to operate the site.  In February 2017, we also terminated our 2012 agreement with US Youth Soccer Association, Inc. pursuant to which we created, designed and hosted the US Youth Soccer Clubhouse website.
 
We operate our online kids club activities through our wholly-owned subsidiary, Dolphin Kids Club LLC (“Dolphin Kids Club”).  Until December 2016, 25% of Dolphin Kids Club was owned by KCF Investments, LLC (“KCF”).  Our agreement with KCF encompassed kids clubs created between January 1, 2012 and December 31, 2016 and was a “gross revenue agreement” in which we were responsible for paying all associated operating expenses. On December 29, 2016, we purchased KCF’s 25% membership interest in Dolphin Kids Club and, as a result, we are the sole member of that entity.
 
 
 
5
 
 
42West
 
42West is an entertainment public relations agency offering talent publicity, strategic communications and entertainment content marketing. In addition, it provides brand marketing and digital marketing services. Prior to its acquisition, 42West was the largest independently-owned public relations firm in the entertainment industry. Among other benefits, we anticipate that the 42West acquisition will strengthen and complement our current digital and motion picture business, while expanding and diversifying our operations. We expect that having marketing expertise in-house will allow Dolphin to review a prospective project’s marketing potential prior to making a production commitment. Furthermore, for each project greenlit for production, a comprehensive marketing plan can potentially be created prior to the start of principal photography, allowing for relevant marketing assets to be created while filming. Therefore, we believe the marketing of Dolphin projects can begin much sooner than the delivery of a finished film or series.
 
  42West’s public relations and marketing professionals develop and execute marketing and publicity strategies for hundreds of movies and television shows as well as for individual actors, filmmakers, recording artists, and authors.  Specifically, 42West provides services in the following areas:
 
  Talent
 
  42West focuses on creating and implementing strategic communication campaigns for performers and entertainers, including television and film stars, recording artists, authors, models, athletes, and theater actors. 42West’s talent roster includes Oscar- and Emmy-winning actors and Grammy-winning singers and musicians and New York Times best-selling authors.  Its services in this area include ongoing strategic counsel, media relations, studio, network, charity, corporate liaison and event and tour support.
 
  Entertainment Marketing
 
  42West provides marketing direction, public relations counsel and media strategy for productions (including theatrical films, DVD and VOD releases, television programs, and online series) as well as content producers ranging from individual filmmakers and creative artists to production companies, film financiers, DVD distributors, and other entities. Its capabilities include worldwide studio releases, independent films, television programming and web productions.  In addition, 42West provides entertainment marketing services in connection with film festivals, awards campaigns, event publicity and red carpet management.
 
Targeted Marketing
 
42West also provides marketing and publicity services that are tailored to reach diverse audiences. Their clients include major studios and independent producers for whom they create strategic multicultural marketing campaigns and provide strategic guidance aimed at reaching diverse audiences.
 
  Strategic Communications
 
  42West’s strategic communications team advises high-profile individuals and companies faced with sensitive situations or looking to raise, reposition, or rehabilitate their public profiles.  It also helps studios and filmmakers deal with controversial movies.
 
  Much of the team’s activities involve orchestrating high-stakes communications campaigns in response to sensitive, complex situations. 42West also helps companies define objectives, develop messaging, create brand identities, and construct long-term strategies to achieve specific goals, as well as manage functions such as media relations or internal communications on a day-to-day basis. The strategic communications team focuses on strategic communications counsel, corporate positioning, brand enhancement, media relations, reputation and issues management, litigation support and crisis management and communications.  Its clients include major studios and production companies, record labels, sports franchises, media conglomerates, technology companies, philanthropic organizations, talent guilds, and trade associations as well as a wide variety of high-profile individuals, ranging from major movie and pop stars to top executives and entrepreneurs.
 
 
 
 
6
 
 
Intellectual Property
 
      We seek to protect our intellectual property through trademarks and copyright.  We currently hold three trademarks for Cybergeddon and two copyrights for each of Cybergeddon , Hiding , South Beach and Max Steel and one for Jack of all Tastes .
 
Competition
 
The business in which we engage is highly competitive.  We face competition from companies within the entertainment business and from alternative forms of leisure entertainment, such as travel, sporting events, video games and computer-related activities.  Our primary business operations are subject to competition from other digital media and motion production companies as well as from large, well established companies within the entertainment industry that have significantly greater development, production, and distribution and capital resources than us.  We compete for the acquisition of literary properties and for the services of producers, directors, actors and other artists as well as creative and technical personnel and production financing, all of which are essential to the success of our business. In addition, our productions compete for audience acceptance and advertising dollars.
 
Given this highly competitive business, our business model is focused on providing high-quality entertainment at a lower production budget.  We intend to achieve this by relying on innovative financial structures, partnering with well established brands for production content and lowering overhead cost structure.
 
Our newly acquired business, 42West operates in a highly competitive marketing industry. It competes against other public relations and marketing communications companies as well as numerous independent and niche agencies to win new clients and maintain existing client relationships. 42West is widely regarded as one of the nation’s leading entertainment public relations and marketing communications agency, representing many of the world’s best loved and most acclaimed entertainment personalities and brands.
 
Employees
 
As of April 17, 2017, we have 97 full-time employees in our operations, including 81 employees from our newly acquired business, 42West.  We believe our relationship with our employees is good. We also utilize consultants in the ordinary course of our business and hire additional employees on a project-by-project basis in connection with the production of digital media projects or motion pictures.
 
Regulatory Matters
 
Our online kids clubs programs which are aimed at elementary school age children are subject to laws and regulations relating to privacy and child protection. Through our online kids clubs we may monitor and collect certain information about the child users of these forums. A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the Children's Online Privacy and Protection Act of 1998 (“COPPA”). COPPA sets forth, among other things, a number of restrictions on what website operators can present to children under the age of 13 and what information can be collected from them. There are also a variety of laws and regulations governing individual privacy and the protection and use of information collected from such individuals, particularly in relation to an individual's personally identifiable information (e.g., credit card numbers).
 
We are also subject to state and federal work and safety laws and disclosure obligations, under the jurisdiction of the U.S. Occupational Safety and Health Administration and similar state organizations.
 
Corporate Offices
 
Our corporate headquarters is located at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, Florida 33134. Our telephone number is (305) 774-0407.  We also have an office located at 10866 Wilshire Boulevard, Suite 800, Los Angeles, California, 90024. 42West has offices located at 600 3 rd Avenue, 23 rd Floor, New York, New York, 10016 and 1840 Century Park East, Suite 700, Los Angeles, California 90067.
 
 
 
7
 
 
Availability of Reports and Other Information
 
Dolphin Digital Media, Inc. was first incorporated in the State of Nevada on March 7, 1995 and was domesticated into the State of Florida on December 3, 2014.   Our principal executive offices are located at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, Florida 33134. Our corporate website is www.dolphindigitalmedia.com. We make available, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on our website under “Investor Relations – SEC Filings,” as soon as reasonably practicable after we file electronically such material with, or furnish it to, the SEC.
 
You may also read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain information on the operation of the Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information that we file electronically with the SEC.
 
ITEM 1A. RISK FACTORS.
 
Risks Related to our Business and Financial Condition
 
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.
 
For each of the years ended December 31, 2016 and 2015, our independent auditors issued an explanatory paragraph in their audit report expressing substantial doubt about our ability to continue as a going concern based upon our net loss and negative cash flows from operations for the years ended December 31, 2016 and 2015 and our levels of working capital as of December 31, 2016 and 2015. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.  Management is planning to raise any necessary additional funds to fund our operating expenses through loans and additional sales of our Common Stock, securities convertible into our Common Stock, debt securities or a combination of such financing alternatives; however, there can be no assurance that we will be successful in raising any necessary additional capital.  If we are not successful in raising additional capital, we may not have enough financial resources to support our business and operations and, as a result, may not be able to continue as a going concern and could be forced to liquidate.
 
We have a history of net losses and may continue to incur net losses.
 
We have a history of net losses and may be unable to generate sufficient revenue to achieve profitability in the future. For the fiscal year ended December 31, 2016, our net losses were $37,189,679. Our accumulated deficit was $99,812,204 at December 31, 2016. Our ability to generate net profit in the future will depend on our ability to successfully produce and commercialize multiple web series and films, as no single project is likely to generate sufficient revenue to cover our operating expenses. If we are unable to generate net profit at some point, we will not be able to meet our debt service requirements or our working capital requirements. As a result we may need to (i) issue additional equity, which could dilute the value of your share holdings, (ii) sell a portion or all of our assets, including any project rights which might have otherwise generated revenue, or (iii) cease operations.
 
Our business requires a substantial investment of capital and failure to access sufficient capital while awaiting delayed revenues will have a material adverse effect on our results of operation.
 
The production, acquisition and distribution of film or digital media content require a significant amount of capital. The budget for the projects we plan to produce will require between $6 and $8 million to produce. In addition, if our distributor does not provide the funds for the distribution and marketing of our film, we will require additional capital to distribute and market the film. We estimate distribution and marketing fees to be approximately $10,000 per theatrical screen.  A significant amount of time may elapse between our expenditure of funds and the receipt of revenues from our productions.  We do not have a traditional credit facility with a financial institution on which to depend for our liquidity needs and a time lapse may require us to fund a significant portion of our capital requirements through related party transactions with our CEO or other financing sources.  There can be no assurance that any additional financing resources will be available to us as and when required, or on terms that will be acceptable to us. Our inability to raise capital necessary to sustain our operations while awaiting delayed revenues would have a material adverse effect on our liquidity and results of operations.
 
 
 
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Our success is primarily dependent on audience acceptance of our films and digital media productions, which is extremely difficult to predict and, therefore, inherently risky.
 
We cannot predict the economic success of any of our films because the revenue derived from the distribution of a film (which does not necessarily directly correlate with the production or distribution costs incurred) depends primarily upon its acceptance by the public, which cannot be accurately predicted. The economic success of a film also depends upon the public’s acceptance of competing films, the availability of alternative forms of entertainment and leisure-time activities, general economic conditions and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.
 
The economic success of a film is largely determined by our ability to produce content and develop stories and characters that appeal to a broad audience and by the effective marketing of the film. The theatrical performance of a film is a key factor in predicting revenue from post-theatrical markets. If we are unable to accurately judge audience acceptance of our film content or to have the film effectively marketed, the commercial success of the film will be in doubt, which could result in costs not being recouped or anticipated profits not being realized. Moreover, we cannot assure you that any particular feature film will generate enough revenue to offset its distribution, fulfillment services and marketing costs, in which case we would not receive any revenues for such film from our distributors.
 
In addition, changing consumer tastes affect our ability to predict which digital media productions will be popular with web audiences. As we invest in various digital projects, stars and directors, it is highly likely that at least some of the digital projects in which we invest will not appeal to our target audiences. If we are unable to produce web content that appeals to our target audiences the costs of such digital media productions could exceed revenues generated and anticipated profits may not be realized. Our failure to realize anticipated profits could have a material adverse effect on our results of operations.
 
We may incur significant write-offs if our feature films and other projects do not perform well enough to recoup production, marketing, distribution and other costs.
 
  We are required to amortize capitalized production costs over the expected revenue streams as we recognize revenue from our films or other projects. The amount of production costs that will be amortized each quarter depends on, among other things, how much future revenue we expect to receive from each project. Unamortized production costs are evaluated for impairment each reporting period on a project-by-project basis. If estimated remaining revenue is not sufficient to recover the unamortized production costs, the unamortized production costs will be written down to fair value. In any given quarter, if we lower our previous forecast with respect to total anticipated revenue from any individual feature film or other project, we may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if we have previously recorded impairment charges for such film or other project. For example, in the year ended December 31, 2016, we recorded a $2 million impairment of the capitalized production costs for our feature film, Max Steel .  Such impairment charges have had and in the future could have, a material adverse impact on our business, operating results and financial condition.
 
In the past, we purchased several scripts and project ideas for our digital media productions totaling approximately $0.6 million that failed to generate interest among distributors or advertisers.  As a result of the write off of the costs incurred in purchasing such scripts and project ideas, our operating results were negatively impacted.
 
Our business is currently substantially dependent upon the success of a limited number of film releases and digital media productions each year and the unexpected delay or commercial failure of any one of them could have a material adverse effect on our financial results and cash flows.
 
We generally expect to release one to two feature films and one digital production in the next year. The unexpected delay in release or commercial failure of just one of these films or digital media productions could have a significant adverse impact on our results of operations and cash flows in both the year of release and in the future. Historically, feature films that are successful in the domestic theatrical market are generally also successful in the international theatrical and ancillary markets, although each film is different and there is no way to guarantee such results. If our films fail to achieve domestic box office success, their success in the international box office and ancillary markets and our business, results of operations and financial condition could be adversely affected. Further, we can make no assurances that the historical correlation between results in the domestic box office and results in the international box office and ancillary markets will continue in the future. If our feature films do not perform well in the domestic or international theatrical markets and ancillary markets, or our digital media productions do not perform as anticipated, the failure of any one of these could a material adverse effect on our financial results and cash flows.
 
 
 
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Delays, cost overruns, cancellation or abandonment of the completion or release of our web series or films may have an adverse effect on our business.
 
There are substantial financial risks relating to production, completion and release of web series and films.  Actual costs may exceed their budgets due to factors   such as labor disputes, unavailability of a star performer, equipment shortages, disputes with production teams or adverse weather conditions, any of which may cause cost overruns and delay or hamper film completion. We are typically responsible for paying all production costs in accordance with a budget and receive a fixed producer’s fee for our services plus a portion of any project income. However to the extent that delays or cost overruns result in us not completing the web series or film within budget, there may not be enough funds left to pay us our producer’s fee, to generate any project income or complete the project at all. If this were to occur, it would significantly and adversely affect our revenue and results of operations.
 
Our management has determined that our disclosure controls and procedures are not effective and we have identified material weaknesses in our internal controls over financial reporting.
 
In connection with the preparation of our financial statements for the years ended December 31, 2016 and 2015, our management concluded that our disclosure controls and procedures are not effective and we identified several material weaknesses in our internal controls over financial reporting. A material weakness is a   deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2016, we concluded that our disclosure control and procedures and internal controls over financial reporting were not effective due to the following material weaknesses:
 
Design deficiencies related to the entity level control environment, including risk assessment, information and communication and monitoring controls:
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There is no documented fraud risk assessment or risk management oversight function.
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There are no documented procedures related to financial reporting matters (both internal and external) to the appropriate parties.
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There is no budget prepared and therefore monitoring controls are not designed effectively as current results cannot be compared to expectations.
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There is no documented process to monitor and remediate deficiencies in internal controls.
 
Inadequate documented review and approval of certain aspects of the accounting process including the documented review of accounting reconciliations and journal entries that they considered to be a material weakness in internal control. Specifically:
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There is no documented period end closing procedures, specifically the individuals that are responsible for preparation, review and approval of period end close functions
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Reconciliations are performed on all balance sheet accounts, including noncontrolling interest on at least a quarterly basis; however there is no documented review and approval by a member of management that is segregated from the period end financial reporting process.
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There is no review and approval for the posting of journal entries.
 
Inadequate segregation of duties within the accounting process, including the following:
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One individual has the ability to add vendors to the master vendor file.  This individual also has access to the Company checkbook that is maintained in a secured location.
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One individual has sole access to our information technology system to initiate, process and record financial information.  We have not developed any internal controls related to information technology systems including change management, physical security, access or program development.
 
Each of the material weaknesses described above could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses described above or avoid potential future material weaknesses. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, our stock price could be negatively impacted and we could be subject to, among other things, regulatory or enforcement actions by the SEC.
 
 
 
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We rely on third party distributors to distribute our films and their failure to perform or promote our films could negatively impact our ability to generate revenues and have a material adverse effect on our operating results.
 
Our films are primarily distributed and marketed by third party distributors.  If any of these third party distributors fails to perform under their respective arrangements, such failure could negatively impact the success of our films and have a material adverse effect on our business reputation and ability to generate revenues.
 
We generally do not control the timing and manner in which our distributors distribute our films; their decisions regarding the timing of release and promotional support are important in determining success. Any decision by those distributors not to distribute or promote one of our films or to promote our competitors’ films or related products to a greater extent than they promote ours could have a material adverse effect on our business, cash flows and operating results.
 
We rely on third party relationships with online digital platforms for our advertising revenue and we may be unable to secure such relationships.
 
We anticipate entering into distribution agreements containing revenue share provisions with online digital platforms to distribute our digital media productions.  Pursuant to these revenue share provisions, we will earn a portion of advertising revenues once our digital media productions are distributed online.  If we fail to secure such relationships with online digital platforms, we will not be able to earn advertising revenues from our digital projects, which could have a material adverse effect on our liquidity and results of operations.  In addition, some of our distributors have moved from an advertisement-based model to a subscription-based model which makes it more difficult for us to use our funding and distribution methods.
 
We may be unable to attract or retain advertisers, which could negatively impact our results of operation.
 
Typically, online digital platforms are responsible for securing advertisers and, as such, our ability to earn advertising revenues would depend on their success in doing so.  However, at times we have, and may continue to, proactively secure advertising commitments against anticipated web series.  Our ability to retain advertisers is contingent on our ability to successfully complete and deliver online projects which are commercially successful, which we may fail to do.  Advertising revenues could also be adversely impacted by factors outside our control such as failure of our digital media productions to attract our target viewer audiences, lack of future demand for our digital media productions, the inability of third party online digital platforms to deliver ads in an effective manner, competition for advertising revenue from existing competitors or new digital media companies, declines in advertising rates, adverse legal developments relating to online advertising, including legislative and regulatory developments and developments in litigation.  The existence of any of these factors could result in a decrease of our anticipated advertising revenues.
 
Our success depends on the services of our CEO.
 
 Our success greatly depends on the skills, experience and efforts of our CEO, Mr. O’Dowd.  We have entered into an employment agreement with Mr. O’Dowd, however, this agreement cannot assure us of his continued services. If Mr. O’Dowd resigns or becomes unable to continue in his present role and is not adequately replaced, the loss of his services could have a material adverse effect on our business, operating results or financial condition.
 
Our kids clubs depend on sponsorship donations to generate revenue.
 
We generate revenues from our online kids clubs through a portion of the sale of memberships to various donors.  Donors typically sponsor a school for $10,000 which entitles each child in the school to receive an annual online kids club membership and entitles the school to receive a Reading Oasis. Receipt of sponsorship donations are unpredictable and depend on a number of factors such as our ability to successfully brand, market and implement the online kids clubs as well as local and international business and economic conditions.
 
 
 
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Risks Related to the Industry
 
The popularity and commercial success of our digital media productions and films are subject to numerous factors, over which we may have limited or no control.
 
The popularity and commercial success of our digital media productions and films depends on many factors including, but not limited to, the key talent involved, the timing of release, the promotion and marketing of the digital media production or film, the quality and acceptance of other competing productions released into the marketplace at or near the same time, the availability of alternative forms of entertainment, general economic conditions, the genre and specific subject matter of the digital media production or film, its critical acclaim and the breadth, timing and format of its initial release. We cannot predict the impact of such factors on any digital media production or film, and many are factors that are beyond our control. As a result of these factors and many others, our digital media productions and films may not be as successful as we anticipate, and as a result, our results of operations may suffer.
 
The creation of content for the entertainment industry is highly competitive and we will be competing with companies with much greater resources than we have .
 
The business in which we engage is highly competitive. Our primary business operations are subject to competition from companies which, in many instances, have greater development, production and distribution and capital resources than us. We compete for the services of writers, producers, directors, actors and other artists to produce our digital media and motion picture content, as well as for advertisement dollars.  Larger companies have a broader and more diverse selection of scripts than we do, which translates to a greater probability that they will be able to more closely fit the demands and interests of advertisers than we can.
 
As a small independent producer we compete with major U.S. and international studios.  Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their film and other operations.  In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties, as well as for actors, directors and other personnel required for production.  Such competition for the industry’s talent and resources may negatively affect our ability to acquire, develop, produce, advertise and distribute digital media and motion picture content.
 
We must successfully respond to rapid technological changes and alternative forms of delivery or storage to remain competitive.
 
The entertainment industry continues to undergo significant developments as advances in technologies and new methods of product delivery and storage, and certain changes in consumer behavior driven by these developments emerge. New technologies affect the demand for our content, the manner in which our content is distributed to consumers, the sources and nature of competing content offerings and the time and manner in which consumers acquire and view our content. We and our distributors must adapt our businesses to shifting patterns of content consumption and changing consumer behavior and preferences through the adoption and exploitation of new technologies. If we cannot successfully exploit these and other emerging technologies, it could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
 
We have and may in the future be adversely affected by union activity.
 
We retain the services of actors who are covered by collective bargaining agreements with Screen Actors Guild – American Federation of Television and Radio Artists (“SAG-AFTRA”) and we may also become signatories to certain guilds such as Directors Guild of America and Writers Guild of America in order to allow us to hire directors and talent for our productions.   Collective bargaining agreements are industry-wide agreements, and we lack practical control over the negotiations and terms of these agreements. In addition, our digital projects fall within SAG-AFTRA’s definition of “new media”, which is an emerging category covered by its New Media and Interactive Media Agreements for actors.  As such, our ability to retain actors is subject to uncertainties that arise from SAG-AFTRA’s administration of this relatively new category of collective bargaining agreements.  Such uncertainties have resulted and may continue to result in delays in production of our digital projects.
 
 
 
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In addition, if negotiations to renew expiring collective bargaining agreements are not successful or become unproductive, the union could take actions such as strikes, work slowdowns or work stoppages. Strikes, work slowdowns or work stoppages or the possibility of such actions could result in delays in production of our digital projects. We could also incur higher costs from such actions, new collective bargaining agreements or the renewal of collective bargaining agreements on less favorable terms.  Depending on their duration, union activity or labor disputes could have an adverse effect on our results of operations.
 
Others may assert intellectual property infringement claims or liability claims for digital media or film content against us which may force us to incur substantial legal expenses.
 
There is a possibility that others may claim that our productions and production techniques, or those of Dolphin Films, misappropriate or infringe the intellectual property rights of third parties with respect to their previously developed web series, stories, characters, other entertainment or intellectual property.   In addition, as distributors of digital media and film content, we may face potential liability for such claims as defamation, invasion of privacy, negligence, copyright or trademark infringement or other claims based on the nature and content of the materials distributed.  If successfully asserted, our insurance may not be adequate to cover any of the foregoing claims.  Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on our operating results.
 
If we fail to protect our intellectual property and proprietary rights adequately, our business could be adversely affected.
 
Our ability to compete depends, in part, upon successful protection of our intellectual property. We attempt to protect proprietary and intellectual property rights to our productions through available copyright and trademark laws and distribution arrangements with companies for limited durations. Unauthorized parties may attempt to copy aspects of our intellectual property or to obtain and use property that we regard as proprietary. We cannot assure you that our means of protecting our proprietary rights will be adequate. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States. Intellectual property protections may also be unavailable, limited or difficult to enforce in some countries, which could make it easier for competitors to steal our intellectual property. Our failure to protect adequately our intellectual property and proprietary rights could adversely affect our business and results of operations.
 
Our online activities are subject to a variety of laws and regulations relating to privacy and child protection, which, if violated, could subject us to an increased risk of litigation and regulatory actions.
 
In addition to our company websites and applications, we use third-party applications, websites, and social media platforms to promote our digital media productions and engage consumers, as well as monitor and collect certain information about users of our online forums. A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the Children’s Online Privacy and Protection Act of 1998 (“COPPA”). COPPA sets forth, among other things, a number of restrictions on what website operators can present to children under the age of 13 and what information can be collected from them. There are also a variety of laws and regulations governing individual privacy and the protection and use of information collected from such individuals, particularly in relation to an individual’s personally identifiable information (e.g., credit card numbers). Many foreign countries have adopted similar laws governing individual privacy, including safeguards which relate to the interaction with children. If our online activities were to violate any applicable current or future laws and regulations, we could be subject to litigation and regulatory actions, including fines and other penalties.
 
Risks Related to our Common Stock and Preferred Stock
 
We have recently issued, and may in the future issue, a significant amount of equity securities and, as a result, your ownership interest in the Company has been, and may in the future be, substantially diluted and your investment in our Common Stock could suffer a material decline in value.
 
From January 1, 2016 to April 17, 2017, the number of shares of our Common Stock issued and outstanding has increased from 4,094,618 (adjusted for a 20:1 reverse stock split on May 10, 2016) to 18,755,865 shares. Of this amount, approximately 5,665,760 shares of Common Stock have been issued in private placements as payment to certain holders of the Company’s debt pursuant to debt exchange agreements. Consequently, we have not received any cash proceeds in connection with such issuances of Common Stock.  In addition, 1,525,000 shares of Common Stock were issued in private placements pursuant to subscription agreements. Generally, these subscription agreements and debt exchange agreements provide for past or future purchases of, or exchanges of debt for, our Common Stock at a price of $5.00 per share which, upon each exercise or exchange thus far, has been below the market price of our Common Stock.  In addition, during 2016, the Company issued Warrants G, H, I, J and K.  Warrants G, H and I are exercisable for an aggregate of 2,500,000 shares of Common Stock at exercise prices ranging from $5.00 to $7.00 per share.  Warrants J and K were issued in exchange for debt and to purchase the remaining membership interests in Dolphin Kids Club and were exercised for an aggregate of 2,340,000 shares of Common Stock at an exercise price of $0.15 per share. Furthermore, as consideration for our recent 42West Acquisition, we (i) issued 1,230,280 shares of Common Stock on the closing date, (ii) will issue (a) 344,550 shares of Common Stock to certain employees within 30 days of the closing date, (b) 118,655 shares of Common Stock as bonuses during 2017 and (c) approximately 1,961,821 shares of Common Stock on January 2, 2018 and (iii) may issue approximately 1,963,126 shares of Common Stock based on the achievement of specified financial performance targets over a three-year period. As a result of these issuances, your ownership interest in the Company has been, and may in the future be, substantially diluted.  The market price for our Common Stock has been volatile in the past, and these issuances could cause the price of our Common Stock to fluctuate substantially in the future. In addition, we have historically experienced significantly low trading volumes. Once restricted stock issued in the private placements and in the 42West Acquisition becomes freely tradable, these current or future shareholders may decide to trade their shares of Common Stock and, if our stock is thinly traded, this could have a material adverse effect on its market price.
 
 
 
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In the near term, we will need to raise additional capital and may seek to do so by conducting one or more private placements of equity securities, securities convertible into equity securities or debt securities, selling additional securities in a registered public offering, or through a combination of one or more of such financing alternatives. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps substantially, and may further exacerbate any or all of the above risks.
 
The Series C Convertible Preferred Stock has anti-dilution protections and super voting rights that may adversely affect our shareholders.
 
For a period of five years from March 7, 2016, the date of issuance, the Series C Convertible Preferred Stock will have certain anti-dilution protections.  Upon triggers specified in its Certificate of Designation, the number of shares of Common Stock into which Series C Convertible Preferred Stock held by Mr. O’Dowd (or any entity directly or indirectly controlled by Mr. O’Dowd) can be converted will be increased, such that the total number of shares of Common Stock held by Mr. O’Dowd (or any entity directly or indirectly controlled by Mr. O’Dowd) (based on the number of shares of Common Stock held as of the date of issuance) will be preserved at the same percentage of shares of Common Stock outstanding currently held by such persons, which was approximately 53% of the shares of Common Stock outstanding.  As a result, your ownership interests may be further diluted.
 
In addition, as a holder of Series C Convertible Preferred Stock, Mr. O’Dowd also has super voting rights of three votes per preferred share.  Holders of Series C Convertible Preferred Stock are entitled to vote together as a single class on all matters upon which Common Stock holders are entitled to vote.  Your voting rights will be diluted as a result of these super voting rights.  In addition, anti-dilution protections, described below, may result in an increase in the number of shares of Common Stock into which Series C Convertible Preferred Stock held by Mr. O’Dowd and certain eligible persons can be converted, which could further dilute your percentage of voting rights.
 
As long as we are an issuer of “penny stock,” we are subject to penny stock regulations and the protection provided by the federal securities laws relating to forward-looking statements does not apply to us, which could subject us to potentially costly legal action.
 
Broker-dealer practices in connection with transactions in penny stocks are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and accredited investors (generally, those persons with assets in excess of $1,000,000 or annual income exceeding $200,000 to $300,000 together with their spouse), must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that is or becomes subject to the penny stock rules. To the extent our stock price falls below $5.00 per share, we are subject to the penny stock rules, and consequently, our shareholders will find it more difficult to sell their shares. Consequently, the penny stock regulations could have a material adverse effect on our business prospects, financial condition and results of operation. In addition, although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, for as long as we are a penny stock, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.
 
Our Common Stock is quoted only on the OTC Market Pink Sheets, which may have an unfavorable impact on our stock price and liquidity.
 
Our Common Stock is quoted on the OTC Market Pink Sheets. The OTC Market Pink Sheets is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The quotation of our shares on the OTC Market may result in an illiquid market available for existing and potential shareholders to trade shares of our Common Stock and depress the trading price of our Common Stock, and may have a long-term adverse impact on our ability to raise capital in the future.
 
 
 
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Risks Related to Acquisitions
 
We are subject to risks associated with acquisitions and we may not realize the anticipated benefits of such acquisitions.
 
We have in the past completed acquisitions, and may in the future engage in discussions and activities with respect to possible acquisitions, intended to complement or expand our business, some of which may be significant transactions for us.  For example, in March 2016, we acquired Dolphin Films, a content producer of motion pictures, and on March 30, 2017 we acquired 42West, a full-service entertainment marketing agency.  Identifying suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to identify suitable candidates or complete acquisitions in a timely manner, on a cost-effective basis or at all.
 
  Even if we complete an acquisition, we may not realize the anticipated benefits of such transaction. Our recent acquisitions have required, and any similar future transactions may also require, significant efforts and expenditures, including with respect to integrating the acquired business with our historical business. We may encounter unexpected difficulties, or incur unexpected costs, in connection with acquisition activities and integration efforts, which include:
 
diversion of management attention from managing our historical core business;
potential disruption of our historical core business or of the acquired business;
the strain on, and need to continue to expand, our existing operational, technical, financial and administrative infrastructure;
inability to achieve synergies as planned;
challenges in controlling additional costs and expenses in connection with and as a result of the acquisition;
dilution to existing shareholders from the issuance of equity securities;
becoming subject to adverse tax consequences or substantial depreciation;
difficulties in assimilating employees and corporate cultures or in integrating systems and controls;
difficulties in anticipating and responding to actions that may be taken by competitors;
difficulties in realizing the anticipated benefits of the transaction;
inability to generate sufficient revenue from acquisitions to offset the associated acquisition costs;
potential loss of key employees, key clients or other partners of the acquired business as a result of the change of ownership; and
the assumption of and exposure to unknown or contingent liabilities of the acquired businesses.
 
  If any of our acquisitions do not perform as anticipated for any of the reasons noted above or otherwise, there could be a negative impact on our results of operations and financial condition.
 
Any due diligence by us in connection with potential future acquisition may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations.
 
  We intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which may affect the decision to proceed with any one particular acquisition target or the consideration payable for an acquisition. We also intend to use information revealed during the due diligence process to formulate our business and operational planning for, and our valuation of, any target company or business. While conducting due diligence and assessing a potential acquisition, we may rely on publicly available information, if any, information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations.
 
  There can be no assurance that the due diligence undertaken with respect to an acquisition, including the Dolphin Films Acquisition or the 42West Acquisition, will reveal all relevant facts that may be necessary to evaluate such acquisition including the determination of the price we may pay for an acquisition target or to formulate a business strategy. Furthermore, the information provided during due diligence may be incomplete, inadequate or inaccurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential target. For example, the due diligence we conducted in connection with the Dolphin Films Acquisition and the 42West Acquisition may not have been complete, adequate or accurate and may not have uncovered all material issues and liabilities to which we are now subject.  If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an acquisition, we may subsequently incur substantial impairment charges or other losses.
 
 
 
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  In addition, following an acquisition, including the Dolphin Films Acquisition and the 42West Acquisition, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could contribute to poor operational performance, undermine any attempt to restructure the acquired company or business in line with our business plan and have a material adverse effect on our financial condition and results of operations.
 
Claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.
 
As discussed above, there may be liabilities assumed in any acquisition that we did not discover or that we underestimated in the course of performing our due diligence. Although a seller generally will have indemnification obligations to us under an acquisition or merger agreement, these obligations usually will be subject to financial limitations, such as general deductibles and maximum recovery amounts, as well as time limitations, as was the case in the 42West Acquisition.  We cannot assure you that our right to indemnification from any seller will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and operating results.
 
Risks Related to the 42West Business
 
Our business could be adversely affected if we fail to retain the Principal Sellers ,other key employees and the clients they represent
 
The success of the 42West business substantially depends on our ability to retain the services of the Principal Sellers.. If we lose the services of one or more of these individuals, our ability to successfully implement our business plan with respect to the newly acquired business and the value of our common stock could be materially adversely affected. Although we entered into three-year employment agreements with each of the Principal Sellers in connection with the 42West Acquisition, there can be no assurance that they will serve the term of their employment agreements or choose to remain with us following the expiration of such terms. In addition, the employees of 42West, and their skills and relationships with clients, are among 42West’s most valuable assets. An important aspect of the business’ competitiveness is its ability to retain these key employees. If 42West fails to hire and retain a sufficient number of these key employees, it may have a material adverse effect on our overall business and results of operations.
 
42West’s talent roster currently includes some of the best known and most highly respected members of the entertainment community in addition to major studios and networks, corporations and well-known consumer brands. These clients often form highly loyal relationships with certain public relations and marketing professionals rather than with a particular firm. The employment agreements with the Principal Sellers currently contain non-competition provisions that will prevent the Principal Sellers from continuing to provide services to such clients should they leave the Company , however, clients are free to engage other public relations and marketing professionals and there can be no assurance that they will choose to remain with our Company. The success of the 42West Acquisition, therefore, depends on our ability to continue to successfully maintain such client relationships should the Principal Sellers or other key employees leave our Company. If we are unable to retain the current 42West clients or attract new clients, we may lose all of the benefits of the acquisition which would materially adversely affect our business and results of operations.
 
42West operates in a highly competitive industry.
 
  The entertainment marketing business is highly competitive. 42West must compete with other agencies, and with other providers of entertainment marketing services, in order to maintain existing client relationships and to win new clients. The client’s perception of the quality of an agency’s creative work and the agency’s reputation are critical factors in determining its competitive position.
 
 
 
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The success of the 42West business depends on its ability to consistently and effectively deliver marketing and public relations services to its clients .
 
  42West’s success depends on its ability to effectively and consistently staff and execute client engagements to achieve the clients’ unique personal or professional goals.  42West works to design customized communications or publicity campaigns tailored to the particular needs and objectives of particular projects.  In some of its engagements, 42West relies on other third parties to provide some of the services to its clients, and we cannot guarantee that these third parties will effectively deliver their services or that we will have adequate recourse against these third parties in the event they fail to effectively deliver their services. Other contingencies and events outside of our control may also impact 42West’s ability to provide its services. 42West’s failure to effectively and timely staff, coordinate and execute its client engagements may adversely impact existing client relationships, the amount or timing of payments from clients, its reputation in the marketplace and ability to secure additional business and our resulting financial performance. In addition, our contractual arrangements with our clients may not provide us with sufficient protections against claims for lost profits or other claims for damages.
 
If we are unable to adapt to changing client demands, social and cultural trends or emerging technologies, we may not remain competitive and our business, revenues and operating results could suffer.
 
  We operate in an industry characterized by rapidly changing client expectations, marketing technologies, and social mores and cultural trends that impact our target audiences.  The entertainment industry continues to undergo significant developments as advances in technologies and new methods of message delivery and consumption emerge.  These developments drive changes in our target audiences’ behavior   to which we must adapt in order to reach our target audiences.  In addition, our success depends on our ability to anticipate and respond to changing social mores and cultural trends that impact the entertainment industry and our target audiences.  We must adapt our business to these trends, as well as shifting patterns of content consumption and changing behaviors and preferences of our target audiences, through the adoption and exploitation of new technologies. If we cannot successfully exploit emerging technologies or if the marketing strategies we choose misinterpret cultural or social trends and prove to be incorrect or ineffective, any of these could have   a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
 
A significant labor dispute in our clients’ industries could have a material adverse effect on our business.
 
  An industry-wide strike or other job action by or affecting the Writers Guild, Screen Actors Guild or other major entertainment industry union could reduce the supply of original entertainment content, which would in turn reduce the demand for our talent and entertainment marketing services. An extensive work stoppage would affect feature film production as well as television and commercial production and could have a material adverse effect on our clients and the motion picture production industry in general.  For example, on November 5, 2007, the Writers Guild declared a strike affecting the script writing for television shows and films. The strike, which lasted until February 12, 2008, significantly affected the entertainment industry which consequently, had a material adverse impact on revenue generated by public relations and entertainment marketing agencies.  Contracts between entertainment industry unions and the Alliance of Motion Picture and Television Producers (“AMPTP”) expire from time to time.  The failure to finalize and ratify a new agreement with the AMPTP or the failure to enter into new commercial contracts upon expiration of the current contracts could lead to a strike or other job action. Any such severe or prolonged work stoppage could have an adverse effect on the television and/or motion picture production industries and could severely impair our clients’ prospects. Any resulting decrease in demand for our talent and entertainment marketing and other public relations services would have a material adverse effect on our cash flows and results of operations.
 
Clients may terminate or reduce their relationships with us on short notice.
 
42West’s entertainment clients may choose to reduce their relationships with us, on a relatively short time frame and for any reason and can terminate their contracts with us with 30 days’ notice.  If a significant number of the 42West clients were to terminate their relationships with us, this could have a material adverse effect upon our business and results of operations.
 
 
 
17
 
 
42West’s ability to generate new business from new and existing clients may be limited.
 
  To increase its revenues, 42West needs to obtain additional clients or generate demand for additional services from existing clients. 42West’s ability to generate initial demand for its services from new clients and additional demand from existing clients is subject to such clients’ and potential clients’ requirements, trends in the entertainment industry, financial conditions, strategic plans and internal resources of corporate clients, as well as the quality of 42West’s employees, services and reputation. To the extent 42West cannot generate new business from new and existing clients due to these limitations, the ability of 42West to grow its business, and of the Company to increase its revenues, will be limited.
 
42West’s revenues are susceptible to declines as a result of unfavorable economic conditions.
 
  Economic downturns often severely affect the marketing services industry. Some of our corporate clients may respond to weak economic performance by reducing their marketing budgets, which are generally discretionary in nature and easier to reduce in the short-term than other expenses related to operations. In addition, economic downturns could lead to reduced public demand for varying forms of entertainment for which we are engaged to provide public relations and media strategy and promotional services. Such reduced demand for our services could have a material adverse effect on our revenues and results of operations.
 
42West relies on information technology systems and could face cybersecurity risks.
 
42West relies on information technologies and infrastructure to manage its business, including digital storage of marketing strategies and client information and delivery of digital marketing services. The incidence of malicious technology-related events, such as cyberattacks, computer hacking, computer viruses, worms or other destructive or disruptive software, denial of service attacks or other malicious activities is on the rise worldwide. Power outages, equipment failure, natural disasters (including extreme weather), terrorist activities or human error may also affect our systems and result in disruption of our services or loss or improper disclosure of personal data, business information or other confidential information.
 
  Likewise, data privacy breaches, as well as improper use of social media, by employees and others may pose a risk that sensitive data, such as personally identifiable information, strategic plans and trade secrets, could be exposed to third parties or to the general public. 42West also utilizes third parties, including third-party “cloud” computing services, to store, transfer or process data, and system failures or network disruptions or breaches in the systems of such third parties could adversely affect its reputation or business. Any such breaches or breakdowns could expose us to legal liability, be expensive to remedy, result in a loss of clients or clients’ proprietary information and damage our reputation. Efforts to develop, implement and maintain security measures are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS.
 
None.
 
  ITEM 2. PROPERTIES .
 
As of the date of this report, we do not own any real property.  We lease 3,332 square feet of office space located at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, Florida 33134, at a monthly rate of $5,388 with annual increases. In 2012, we opened an additional office located at 10866 Wilshire Boulevard, Suite 800, Los Angeles, California 90024 and currently lease 4,582 square feet of office space at a monthly rate of $13,746 with annual increases of 3% for years 1to 3 and 3.5% for the remainder of the lease.
 
Our newly acquired subsidiary, 42West leases 12,505 square feet of office space located at 600 Third Avenue, 23 rd Floor, New York, NY 10016, at a monthly rate of $67,735 with increases every three years.  In addition, 42West leases 12,139 square feet of office space at 1840 Century Park East, Suite 700, Los Angeles, CA 90067 at a base rate of $36,417 (commencing on 2/1/14), with annual increases of 3% per year. We believe our current facilities are adequate for our operations for the foreseeable future.
 
 
 
18
 
 
ITEM 3. LEGAL PROCEEDINGS .
 
We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations or liquidity.

ITEM 4. MINE SAFETY DISCLOSURES .
 
Not applicable.
   
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES .
 
Market for Our Common Stock
 
Our Common Stock currently trades on the over-the-counter market and is quoted on the OTC Markets Pink Sheets under the symbol “DPDM”. The high and low bid information for each quarter since January 1, 2015, as quoted on the OTC, is as follows:
 
Quarter
 
High Bid
 
 
Low Bid
 
 
 
 
 
 
 
 
Fourth Quarter 2016
  $ 6.75  
  $ 3.20  
Third Quarter 2016
  $ 7.25  
  $ 4.00  
Second Quarter 2016
  $ 8.27  
  $ 5.40  
First Quarter 2016
  $ 7.60  
  $ 1.60  
 
       
       
Fourth Quarter 2015
  $ 5.00  
  $ 0.60  
Third Quarter 2015
  $ 1.00  
  $ 0.60  
Second Quarter 2015
  $ 1.20  
  $ 0.80  
First Quarter 2015
  $ 1.00  
  $ 0.80  
 
The over-the-counter quotations above reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not reflect actual transactions.  Such quotes are not necessarily representative of actual transactions or of the value of our securities, and are, in all likelihood, not based upon any recognized criteria of securities valuation as used in the investment banking community.
 
The trading volume for our common stock is relatively limited. There is no assurance that an active trading market will continue to provide adequate liquidity for our existing shareholders or for persons who may acquire our Common Stock in the future.
 
Holders of our Common Stock
 
As of April 17, 2017, an aggregate of 18,755,865 shares of our Common Stock were issued and outstanding and were owned by approximately 300 stockholders of record, based on information provided by our transfer agent.
 
Dividends
 
We have never paid dividends on our Common Stock and do not anticipate that we will do so in the near future.
 
Equity Compensation Plan Information
 
On September 13, 2012, our Board of Directors approved an Incentive Compensation Plan (the “Plan”), which was approved by the majority of our shareholders on September 19, 2012. The Plan was adopted as a means of attracting and retaining exceptional employees and consultants by enabling them to share in the long term growth and financial success of the Company. The Plan is administered by the Board of Directors or a committee designated by the Board of Directors. The Board of Directors has designated 10,000,000 shares of Common Stock for this plan. No awards have been issued under the plan since its adoption.
 
 
 
19
 
 
ITEM 6. SELECTED FINANCIAL DATA
 
Not required for smaller reporting companies.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .
 
The following discussion of our financial condition and results of operations should be read in conjunction with our audited historical consolidated financial statements and the notes thereto, which are included elsewhere in this Form 10-K.  The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. Our actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors.
 
OVERVIEW
 
Dolphin Digital Media, Inc. specializes in the production and distribution of online digital content. We also seek to develop online kids clubs. On March 7, 2016, we acquired Dolphin Films, a content producer of motion pictures, from Dolphin Entertainment, an entity wholly owned by our President, Chairman and CEO, Mr. O’Dowd. See Note 4 for additional information regarding the Dolphin Films Acquisition. The following management discussion is based on financial information that has been retrospectively adjusted as if the merger had occurred from the first date of financial information presented. All financial information has been retrospectively adjusted at the historical values of Dolphin Films, as the merger was between entities under common control.
 
On May 9, 2016, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of the State of Florida to effectuate a 1-to-20 reverse stock split. The reverse stock split was effective as of May 10, 2016. The reverse stock split was approved by our Board of Directors and a majority of our shareholders. Shares of Common Stock have been retrospectively adjusted to reflect the reverse stock split in the following management discussion.
 
On March 30, 2017, we acquired 42West, an entertainment public relations agency offering talent publicity, strategic communications and entertainment, content marketing. As consideration for the 42West Acquisition, we paid approximately $18.7 million in shares of Common Stock, based on the Company’s 30-trading-day average stock price prior to the closing date of $4.61 per share (less certain working capital and closing adjustments, transaction expenses and payments of indebtedness), plus the potential to earn up to an additional $9.3 million in shares of Common Stock. As a result, we (i) issued 1,230,280 shares of Common Stock on the closing date and (ii) will issue (a) 344,550 shares of Common Stock to certain employees within 30 days of the closing date, (b) 118,655 shares of Common Stock as bonuses during 2017 and (c) approximately 1,961,821 shares of Common Stock on January 2, 2018. In addition, we may issue up to 1,963,126 shares of Common Stock based on the achievement of specified financial performance targets over a three-year period. Prior to its acquisition, 42West was the largest independently-owned public relations firm in the entertainment industry. Among other benefits, we anticipate that the 42West Acquisition will strengthen and complement our current digital and motion picture business, while expanding and diversifying our operations. Having marketing expertise in-house will allow Dolphin to review any prospective project’s marketing potential prior to making a production commitment.
 
The Principal Sellers have each entered into employment agreements with us and will continue as employees of the Company for a three-year term after the closing date of the 42West Acquisition. The nonexecutive employees of 42West are expected to be retained as well. In connection with the 42West Acquisition, we granted the sellers the right, but not the obligation, to cause the Company to purchase up to an aggregate of 2,374,187 of their shares of Common Stock received as Consideration for a purchase price equal to $4.61 per share during certain specified exercise periods up until December 2020.
 
Going Concern
 
Our independent auditors issued an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern based upon our net loss for the years ended December 31, 2016 and 2015, our accumulated deficit as of December 31, 2016 and 2015 and our level of working capital. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is planning to raise any necessary additional funds through loans and additional sales of our Common Stock, securities convertible into our Common Stock, debt securities or a combination of such financing alternatives; however, there can be no assurance that we will be successful in raising any necessary additional loans or capital. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps substantially.
 
 
 
20
 
 
Revenues
 
During 2016, our primary source of revenue was from the release of our motion picture, Max Steel . During 2015, we derived revenue through (1) the online distribution rights of our web series South-Beach – Fever and international distribution rights to our motion picture Believe and (2) a portion of fees obtained from the sale of memberships to online kids clubs. The table below sets forth the components of revenue for the years ended December 31, 2016 and 2015:
 
 
 
For the year ended December 31,
 
Revenues:
 
2016
 
 
2015
 
Production and distribution
    99.7 %
    98.0 %
Membership
    0.3 %
    2.0 %
Total revenue
    100.0 %
    100.0 %
 
Dolphin Digital Studios
 
During 2016, we entered into a co-production agreement to produce Jack of all Tastes , a digital project that showcases favorite restaurants of NFL players. The show was produced during 2016 throughout several cities in the US and we anticipate that it will be available for distribution during the third quarter of 2017. We are currently sourcing distribution platforms in which to release projects currently in production and those for which we have the rights and which we intend to produce. We earn production and online distribution revenue solely through the following:
 
● 
Producer’s Fees:   We earn fees for producing each web series, as included in the production budget for each project.  We either recognize producer’s fees on a percentage of completion or a completed contract basis depending on the terms of the producer agreements, which we negotiate on a project by project basis. During 2016, we began production of our new web series but it had not been completed as of December 31, 2016.  In addition, we concentrated our efforts in identifying potential distribution partners.
 
● 
Initial Distribution/ Advertising Revenue :  We earn revenues from the distribution of online content on AVOD platforms.  Distribution agreements contain revenue sharing provisions which permit the producer to retain a percentage of all domestic and international advertising revenue generated from the online distribution of a particular web series.  Typically, these rates range from 30% to 45% of such revenue.  We have previously distributed our productions on various online platforms including Yahoo! and Facebook and Hulu, where we distributed our web series, South Beach - Fever during the third and fourth quarters of 2015.
 
● 
Secondary Distribution Revenue :  Once our contractual obligation with the initial online distribution platform expires, we have the ability to derive revenues from distributions of the web series in ancillary markets such as DVD, television and SVOD.  No revenues from this source have been derived during the years ended December 31, 2016 and 2015.  We intend to source potential secondary distribution partners for our web series, South Beach - Fever once our agreement with the initial distributor expires.
 
Dolphin Films
 
During the year ended December 31, 2016 and 2015, we derived revenues from Dolphin Films primarily through the domestic and  international distribution of our motion picture Max Steel and international distribution of the motion picture titled Believe .
 
 
 
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The production of the motion picture Max Steel was completed during 2015 and released in the United States on October 14, 2016.  The motion picture did not perform as well as expected domestically but we have secured approximately $8.2 million in international distribution agreements.  Unamortized film costs are to be tested for impairment whenever events or changes in circumstances indicate that the fair value of the film may be less than its unamortized costs.  We determined that Max Steel’s domestic performance  was an indicator that the capitalized production costs may need to be impaired. We used a discounted cash flow model to help determine the fair value of the capitalized production costs and determined that the carrying value of the  capitalized production costs was below the fair value and recorded an impairment of $2 million.
 
Revenues from the motion picture Max Steel , were, and are expected to be generated from the following sources:
 
Theatrical – Theatrical revenues were derived from the domestic theatrical release of motion pictures licensed to a U.S. theatrical distributor that has existing agreements with theatrical exhibitors. The financial terms negotiated with its U.S. theatrical distributor provided that we receive a percentage of the box office results, after related distribution fees.
 
International – International revenues were and are expected to be derived through license agreements with international distributors to distribute our motion pictures in an agreed upon territory for an agreed upon time. Several of the international distribution agreements were contingent on a domestic wide release that occurred on October 14, 2016.
 
Other – Dolphin Films’ U.S. theatrical distributor has existing output arrangements for the distribution of productions to home entertainment, VOD, PPV, EST, SVOD and free and pay television markets. The revenues expected to be derived from these channels are based on the performance of the motion picture in the domestic box office. We anticipate the revenues from these channels will be received in 2017 or thereafter.
 
Project Development and Related Services
 
We have a development team that dedicates a portion of its time and resources to sourcing scripts for future developments. The scripts can be for either digital or motion picture productions. During 2015, we acquired the rights to a script for a motion picture that we intend to produce in the fourth quarter of 2017. We also identified and acquired two other scripts that we believe would appeal to one of our target demographics. We have not yet determined if these projects would be produced for digital or theatrical distribution.
 
Online Kids Clubs
 
We partnered with US Youth Soccer, in 2012, and United Way Worldwide, in 2013, to create online kids clubs. Our online kids clubs derive revenue from the sale of memberships in the online kids clubs to various individuals and organizations. We shared in a portion of the membership fees as outlined in our agreements with the respective entities. During the year ended December 31, 2016, we terminated, by mutual accord the agreement with United Way Worldwide. We have retained the trademark to the online kids club and will continue to operate the site. During the year ended December 31, 2016, pursuant to the terms of the agreement, we notified US Youth Soccer that we did not intend to renew our agreement with them that terminated on February 1, 2017. For the years ended December 31, 2016 and 2015, we did not record significant revenues from the online kids clubs. We operate our online kids club activities through our subsidiary, Dolphin Kids Clubs, LLC (“Dolphin Kids Clubs”). On December 29, 2016, we entered into a purchase agreement to acquire the remaining 25% membership interest in Dolphin Kids Clubs and as a result, Dolphin Kids Clubs became our wholly owned subsidiary. As consideration for the purchase of the 25% membership interest, we issued Warrant J that can be exercised to acquire shares of our Common Stock at a purchase price of $0.015 per share. (See note 10 of the financial statements for further discussion on the warrants)
 
 
 
22
 
 
Expenses
 
Our expenses consist primarily of (1) direct costs, (2) distribution and marketing (3) selling, general and administrative expenses (4) payroll expenses and (5) legal and professional fees.
 
Direct costs include amortization of deferred production costs, impairment of deferred production costs, residuals and other costs associated with production. Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild, Directors Guild of America, and Writers Guild of America, based on the performance of the digital production in certain ancillary markets. Included within direct costs are immaterial impairments for any of our projects. Capitalized production costs are recorded at the lower of their cost, less accumulated amortization and tax incentives, or fair value. If estimated remaining revenue is not sufficient to recover the unamortized capitalized production costs for that title, the unamortized capitalized production costs will be written down to fair value. Material impairments would be recorded as a separate item on our statement of operations.
 
Distribution and marketing expenses include the costs of theatrical, prints and advertising ("P&A") and of DVD/Blu-ray duplication and marketing. Theatrical P&A includes the costs of the theatrical prints delivered to theatrical exhibitors and the advertising and marketing cost associated with the theatrical release of the picture. DVD/Blu-ray duplication represents the cost of the DVD/Blu-ray product and the manufacturing costs associated with creating the physical products. DVD/Blu-ray marketing costs represent the cost of advertising the product at or near the time of its release.
 
Selling, general and administrative expenses include all overhead costs except for payroll and legal and professional fees that are reported as a separate expense item. Included within selling, general and administrative expenses are the commissions that we pay our advertising and distribution brokers, which can range up to 25% of the distribution and advertising revenue that we receive.
 
Legal and professional fees include fees paid to our attorneys, fees for public relations consultants, fees for general business consultants and fees paid to our sales agent for back office services.
 
Other Income and Expenses
 
Other income and expenses consist primarily of (i) interest to Dolphin Entertainment, an entity owned by our CEO, in connection with loans made to the Company; (ii) interest payments related to the Loan and Security Agreements entered into to finance the production of certain digital content and motion pictures (iii) loss on extinguishment of debt (iv) amortization of loan fees, (v) warrant issuance expense and (vi) change in fair value of derivative liability.  During the year ended December 31, 2016, we entered into agreements with certain debtholders, including Dolphin Entertainment, to convert an aggregate of $25,164,798 principal and interest into 5,032,960 shares of common stock at a price of $5.00 per share. The conversions occurred on days when the market price of the stock was between $6.00 and $6.99 per share. As a result, we recorded a loss on the extinguishment of the debt of approximately $6.3 million.  In addition, we entered into (i)  a Termination Agreement to terminate an Equity Finance Agreement, (ii) a Purchase Agreement for the acquisition of 25% membership interest of Dolphin Kids Clubs and (iii) a Debt Exchange Agreement to convert certain notes.  As consideration for the three agreements, we issued Warrant J and Warrant K that entitle the warrant holder to purchase up to 2,340,000 shares of common stock at a price of $0.015 per share.   As a result of the issuance of the shares, we recorded a loss on extinguishment of debt of approximately $3.3 million.  In addition to Warrants J and K, we entered into a Warrant Purchase Agreement whereby we agreed to issue Warrants G, H and I in exchange for a $50,000 payment that was used to reduce the exercise price of Warrant E.  The Warrant Purchase Agreement entitles the warrant holder to purchase shares of Common S tock as follows: (i) up to 1,500,000 shares of Common Stock prior to January 31, 2018, at $5.00 per share (ii) up to 500,000 shares of Common Stock at $6.00 per share prior to January, 31, 2019, and (iii) up to 500,000 shares of Common Stock at $7.00 per share prior to January 31, 2020.  We determined that Warrants G, H, I, J, and K, collectively, (the “New Warrants”)  should be accounted for as a derivative for which a liability is recorded in the aggregate and measured fair value in the consolidated balance sheets and changes in the fair value from one reporting period to the next are reported as income or expense. As a result of the issuance of the New Warrants, we recorded a warrant issuance expense of approximately $7.4 million and income of approximately, $2.2 million from changes in the fair value of the New Warrants from the dates of issuance through December 31, 2016.
 
 
 
23
 
 
Results of Operations
 
Year ended December 31, 2016 as compared to year ended December 31, 2015
 
Revenues
 
For the year ended December 31, 2016, we generated our revenue from (i) the domestic theatrical release and international distribution rights of our motion picture, Max Steel and (ii) portion of fees obtained from the sale of memberships to online kids clubs. By contrast, for the year ended December 31, 2015,   we generated our revenue primarily from (i) online distribution of our web series, South Beach – Fever   (ii) portion of fees obtained from the sale of memberships to online kids clubs and (iii) international distribution rights of our motion picture, Believe .
 
 
 
For the year ended December 31,
 
Revenues:
 
2016
 
 
2015
 
Production and distribution
  $ 9,367,222  
  $ 3,031,073  
Membership
    28,403  
    69,761  
Total revenue
  $ 9,395,625  
  $ 3,100,834  
 
Revenues from production and distribution increased by $6.3 million for the year ended December 31, 2016  as compared to the year ended December 31, 2015, primarily due to the release of  our motion picture Max Steel on October 14, 2016 and the recognition of domestic box office revenues and recognition of revenue from international licensing agreements of the motion picture.  During the same period in 2015, we derived revenues from the online release of our web series, South Beach – Fever   on Hulu.
 
Revenues from membership fees decreased by $0.04 million, for the year ended December 31, 2016 as compared to the year ended December 31, 2015  as a result of one individual that purchased memberships to the online kids club for  a group of schools in Louisiana during the second quarter of 2015.
 
Expenses
 
For the years ended December 31, 2016 and 2015, our operating expenses were direct costs, distribution and marketing, selling, general and administrative expenses, legal and professional fees and payroll expenses.
 
 
 
For the year ended December 31,
 
Expenses:
 
2016
 
 
2015
 
Direct costs
  $ 10,661,241  
  $ 2,587,257  
Distribution and marketing
    11,322,616  
    213,300  
Selling, general and administrative
    1,245,689  
    1,845,088  
Legal and professional
    2,405,754  
    2,392,556  
Payroll
    1,462,589  
    1,435,765  
Total expenses
  $ 27,097,889  
  $ 8,473,966  
 
Direct costs increased by approximately $8.1 million for the year ended December 31, 2016  as compared to the year ended December 31, 2015, mainly due to (i) amortization of capitalized production costs related to the release of our motion picture, Max Steel , (ii) a $2 million impairment of the capitalized production costs of Max Steel (iii) international sales agent fees paid for the distribution of our motion picture in international territories and (iv) the impairment of the cost of a script that we decided not to produce.  During the year ended December 31, 2015, direct costs consisted primarily of (i) amortization of capitalized production costs for our web series, South Beach – Fever , (ii) a fee paid to our distributor in 2015 related to the release date of our motion picture and (iii) impairment of the costs of scripts that we do not intend to immediately produce.
 
 
 
24
 
 
Distribution and marketing expenses increased by approximately $11.1 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015,  mainly due to costs associated with the distribution and marketing for the release of our motion picture, Max Steel .
 
Selling, general and administrative expenses decreased by approximately $0.6 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015, mainly due to a contract for international distribution back office services that ended on December 31, 2015 and was not renewed for 2016.
 
Legal and professional fees remained relatively consistent between the year ended December 31, 2016 and the year ended December 31, 2015.  The majority of our professional fees are related to consulting fees and legal fees that would be considered in the normal course of business for our industry.  During the year ended December 31, 2016, we incurred approximately $0.5 million of legal and consulting fees directly related to the release of our motion picture.  By contrast during the year ended December 31, 2015, we incurred $0.5 million of  fees for services rendered by our advertising and distribution broker related to our web series.
 
Payroll expenses increased by approximately $0.03 million the year ended December 31, 2016 as compared to the year ended December 31, 2015, mostly due to certain payroll costs capitalized during the production of our web series in 2015 and cost of living salary increases made at the beginning of 2016.
 
Other Income and expenses
 
 
 
For the year ended December 31,
 
Other Income and expenses:
 
2016
 
 
2015
 
Other income
  $ 9,660  
  $ 96,302  
Amortization of  loan fees
    (476,250 )
    -  
Change in fair value of warrant liability
    2,195,542  
    -  
Warrant issuance expense
    (7,372,593 )
    -  
Loss on extinguishment of debt
    (9,601,933 )
    -  
Interest expense
    (4,241,841 )
    (3,559,532 )
Total
  $ (19,487,415 )
  $ (3,463,230 )
 
Interest expense increased by $0.7 million for the year ended December 31, 2016,  as compared to the year ended December 31, 2015 and was directly related to , (i) interest related to the conversion of certain notes payable to shares of our common stock, and (ii) interest related to the production and distribution loans of our motion picture.
 
During the year ended December 31, 2016, we amortized approximately $0.5 million of certain loan fees related to the financing obtained for the distribution and marketing expenses for the release of Max Steel .
 
During the year ended December 31, 2016, we entered into Subscription Agreements, Termination Agreements and  Debt Exchange Agreements, collectively (the “Conversion Agreements”)  to convert debt into shares of our Common Stock or to warrants to purchase shares of our Common Stock.  These Conversion Agreements resulted in a loss on extinguishment of debt  in the aggregate amount of  $9.6 million due to the difference in the price per share in the Conversion Agreement and the market price per share on the date of the conversion. The following details the various agreements:
 
(a)
 During the year ended December 31, 2016, we entered into thirteen individual agreements with parties to loan and security agreements under which we issued promissory notes to each of the parties. Pursuant to the terms of the debt exchange agreements, we converted an aggregate $3.75 million of principal and approximately $0.4 million of interest under the promissory notes into an aggregate of 840,910 shares of Common Stock at $5.00 per share as payment in full of each of the promissory notes. The market price per share was between $6.00 and $6.45 per share at the time of the conversions. As a result, we recorded a loss on extinguishment of debt related to these loan and security agreements of $0.9 million on our consolidated statement of operations.
 
 
 
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(b)
During the year ended December 31, 2016, we entered into three debt exchange agreements with parties to equity finance agreements. Pursuant to the terms of the agreements, we converted an aggregate $0.3 million of principal and interest into an aggregate of 66,200 shares of our Common Stock at $5.00 per share as payment in full for each equity finance agreement. The market price per share was between $6.25 and $6.75 per share at the time of the conversions. As a result, we recorded a loss on extinguishment of debt related to these equity finance agreements of $0.1 million on our consolidated statements of operations. During the year ended December 31, 2016, we also entered into a settlement agreement with a separate party to an equity finance agreement. Pursuant to the terms of the settlement agreement, we agreed to pay $0.2 million and recorded a loss on extinguishment of debt on our consolidated statement of operations of approximately $0.1 million related to this settlement agreement.
 
(c)
During the year ended December 31, 2016, we entered into a debt exchange agreement with a party to a kids club agreement. Pursuant to the terms of the agreements, we converted $0.06 million on principal and interest into 12,000 shares of our Common Stock at $5.00 per share as payment in full of the kids club agreement. The market price per share was $6.75 per share at the time o f the conversion. As a result, we recorded $0.02 million of loss on extinguishment of debt on our consolidated statements of operations, related to this kids club agreement.
 
(d)
During the year ended December 31, 2016, we entered into a subscription agreement with Dolphin Entertainment. Pursuant to the terms of the subscription agreement, we converted $3.0 million of principal and interest outstanding on a revolving promissory note into 614,682 shares of our Common Stock at a price of $5.00 per share. At the time of the conversion, market price per share of Common Stock was $6.00. As a result, we recorded a loss on the extinguishment of debt of $0.6 million on its condensed consolidated statement of operations for the year ended December 31, 2016.
 
(e)
During the year ended December 31, 2016, we entered into various individual debt exchange agreements with parties to loan and security agreements under which we issued promissory notes to each of the parties. Pursuant to the debt exchange agreements, we agreed to convert an aggregate $17.9 million in principal and interest under the promissory notes into an aggregate of 3.6 million shares of Common Stock at a price of $5.00 per share as payment in full of each of the promissory notes. On the dates of conversion the market price per share of Common Stock was between $6.08 and $6.99 and as a result, we recorded a loss on the extinguishment of debt of $4.6 million our consolidated statements of operations.
 
(f)
During the year ended December 31, 2016, we entered into a Termination Agreement and a Debt Exchange Agreement whereby we issued Warrants J and K that entitled the holder to purchase shares of our Common Stock at a price of $0.015. In exchange the warrant holder agreed to convert an aggregate of $6.5 million of debt. Warrant J entitles the warrant holder to purchase up to 170,000 shares of our Common Stock and Warrant K entitles the warrant holder to purchase up to 2,170,000 but also includes consideration for the purchase of a 25% interest in Dolphin Kids Clubs. We recorded loss on extinguishment of debt of $3.2 million related to these agreements.
 
In addition to the Warrants J and K discussed above, as previously described, we entered into a Warrant Purchase Agreement whereby we agreed to issue Warrants G, H and I. We  recorded $7.4 million of warrant issuance expense with respect to Warrants G, H and I.  All of the warrants issued during 2016 were recorded as a derivative liability.  We recorded the warrants as their fair value on the date of issuance and will record any changes to fair value at each balance sheet date as a change in the fair value of a derivative liability on our consolidated statements of operation.  For the year ended December 31, 2016, we recorded $2.2 million of a change in the fair value of the derivative liability.
 
Net Loss
 
Net loss was approximately $37.2 million or $(4.83) per Common Share, including a preferred stock deemed dividend of approximately $5.2 million for the year ended December 31, 2016 based on 8,778,193 weighted average shares outstanding as of December 31, 2016 and approximately $8.8 million or $(2.16) per share for the year ended December 31, 2015 based on 4,094,618 weighted average shares outstanding as of December 31, 2015.  The increase in net loss between the years ended December 31, 2016 and 2015 was related to the factors discussed above.
 
Liquidity and Capital Resources
 
Cash Flows
 
Cash flows used in operating activities increased by approximately $7.9 million from approximately $(7.0) million used during the year ended December 31, 2015 to approximately $(14.9) million used during the year ended December 31, 2016. This increase was primarily due to the use of cash flows related to the release of our motion picture, Max Steel as follows: (i) distribution and marketing fees of approximately $11.3 million, (ii) $0.9 million of deposits used to pay certain distribution fees related to the release, and (iv) $1.4 million of accounts payable paid. These are offset by cash received for sales of the motion picture in the amount of $4.8 million, and tax incentives in the amount of $0.7 million. We also received $0.05 million from the sale of warrants.
 
 
 
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Cash flows from investing activities decreased by approximately $1.2 million. This decrease was due to a provision in the Max Steel loan and security agreement that required us to keep as collateral, an account at the financial institution that provided the loan.
 
Cash flows from financing activities increased by approximately $5.4 million from approximately $9.1 million for year ended December 31, 2015 to approximately $13.2 million for year ended December 31, 2016. The increase is primarily due to financing for the distribution and marketing costs for the release of our motion picture and repayment of the production loan from proceeds received from the motion picture. In addition, during the year ended December 31, 2016, we entered into various subscription agreements for the sale of our Common Stock for a total of $7.5 million. In comparison, during the same period in prior year, we received $3.2 million from a convertible note payable and received $2.4 million more of advances from our CEO.
 
As of December 31, 2016 and 2015, we had cash available for working capital of approximately $0.6 million and approximately $2.4 million, respectively, and a working capital deficit of approximately $31.4 million and approximately $43.3 million, respectively.
 
As previously discussed, in connection with the 42West Acquisition, we may be required to purchase from the sellers up to an aggregate of 2,374,187 shares of Common Stock at a price of $4.61per share up until December 2020. Of that amount, we may be required to purchase up to 455,531 shares in 2017, for an aggregate of up to $2.1 million.
 
These factors, along with an accumulated deficit of $99.8 million, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, management is planning to raise any necessary additional funds through loans and additional issuances of our Common Stock, securities convertible into our Common Stock, debt securities or a combination of such financing alternatives. There is no assurance that we will be successful in raising additional capital. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps substantially. We currently have the rights to several scripts that we intend to obtain financing to produce and release during 2017 and 2018. We will potentially earn a producer and overhead fee for each of these productions. There can be no assurances that such productions will be released or fees will be realized in future periods. We expect to begin to generate cash flows from our other sources of revenue, including the distribution of at least one web series that, as discussed earlier has gone into production and from our newly acquired subsidiary, 42West.
 
Financing Arrangements
 
Kids Club Agreements
 
During February 2011, we entered into two agreements with individual parties (each a “Kids Club Agreement”) for the development of a child fan club for the promotion of a local university and its collegiate athletic program (the “Group Kids Club”). Under each Kids Club Agreement, each party paid us $50,000 in return for the participation of future revenue generated by the Group Kids Club. Pursuant to the terms of each of the Kids Club Agreements, the amount invested by the individual investor was to be repaid by the Group Kids Club, with a specified percentage of the Group Kids Club’s net receipts, until the total investment was recouped. Each individual party was to recoup its investment with a percentage of net revenue based upon a fraction, the numerator of which was the amount invested ($50,000), and the denominator of which was $500,000 (the “Investment Ratio”). Thereafter, each individual party would share in a percentage of the net revenue of the Group Kids Club, in an amount equal to one half of the Investment Ratio. During 2015 and 2016, we made aggregate payments of $45,000 under one of the two Kids Clubs Agreements. On July 1, 2016, we agreed to terminate such Kids Club Agreement for (i) $10,000, plus (ii) the balance of the original investment ($5,000). We paid such individual party $15,000 on July 18, 2016 in full settlement of its obligations under such Kids Club Agreement, and the Kids Club Agreement for such party was terminated.  On October 3, 2016, we entered into a debt exchange agreement and issued 12,000 shares of our Common Stock at an exchange price of $5.00 per share to terminate the remaining Kids Club Agreement for (i) $10,000 plus (ii) the original investment of $50,000.   On the date of the exchange agreement, the market price of our Common Stock was $6.75 and we recorded a loss on extinguishment of debt in the amount of $21,000 on our consolidated statement of operations.
 
 
 
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Equity Finance Agreements
 
During the years ended December 31, 2012 and 2011, we entered into Equity Finance Agreements (the “Equity Finance Agreements”) for the future production of web series and the option to participate in the production of future web series. The investors contributed a total equity investment of $1,000,000 and had the ability to share in the future revenues of the relevant web series, on a prorata basis, until the total equity investment was recouped and then would have shared at a lower percentage of the additional revenues. The Equity Finance Agreements stated that prior to December 31, 2012, we could utilize all, or any portion, of the total equity investment to fund any chosen production. Per the Equity Finance Agreements, we were entitled to a producer’s fee, not to exceed $250,000, for each web series that it produced before calculating the share of revenues owed to the investors. We invested these funds in eleven projects. On January 1, 2013, the production “cycle” ceased and the investors were entitled to share in the future revenues of any productions for which the funds invested were used. Based on the gross producer’s revenues for the productions to date and the amount of investor funds used to date, we were not required to pay the investors any amount in excess of the existing liability already recorded as of December 31, 2015. Two of the productions were completed and there was no producer gross revenue as defined in the Equity Finance Agreements. The remaining projects were impaired and there are no future projects planned with funds from the Equity Finance Agreements.
 
On June 23, 2016, we entered into a settlement agreement (the “Settlement”) with one of the investors that had originally contributed $0.1 million. Pursuant to the terms of the Settlement, we made a payment of $0.2 million to the investor on June 24, 2016. On October 3, 2016, October 13, 2016 and October 27, 2016 we entered into debt exchange agreements with three investors to issue an aggregate amount of  66,200 shares of our Common Stock at an exchange price of $5.00 per share to terminate each of their Equity Finance Agreements for a cumulative original investment amount of $0.3 million.  The market price of our Common Stock on the date of the debt exchange agreement was between $6.25 and $6.75 and, as such, we recorded a loss on extinguishment of debt on our consolidated statement of operations in the amount of $0.1 million.
 
On December 29, 2016, we entered into a Termination Agreement with the remaining investor of the Equity Finance Agreements, whereby we mutually agreed to terminate the Equity Finance Agreement in exchange for the issuance of Warrant K.  Warrant K entitles the holder to purchase up to 170,000 shares of  our Common Stock at a price of  $0.015 prior to December 29, 2020.  We recorded a loss on extinguishment of debt in the amount of $0.5 million on our consolidated statement of operations for the difference between the outstanding amount of the Equity Finance Agreement and the fair value of Warrant K.
 
Loan and Security Agreements
 
First Group Film Funding
 
During the years ended December 31, 2013 and 2014, we entered into various loan and security agreements with individual noteholders (the “First Loan and Security Noteholders”) for an aggregate principal amount of notes of $11,945,219 to finance future motion picture projects (the “First Loan and Security Agreements”). During the year ended December 31, 2015, one of the First Loan and Security Noteholders increased its funding under its respective First Loan and Security Agreement for an additional $500,000 investment and we used the proceeds to repay $405,219 to another First Loan and Security Noteholder. Pursuant to the terms of the First Loan and Security Agreements, we issued notes that accrued interest at rates ranging from 11.25% to 12% per annum, payable monthly through June 30, 2015. During 2015, we exercised our option under the First Loan and Security Agreements, to extend the maturity date of these notes until December 31, 2016. In consideration of our exercise of the option to extend the maturity date, we were required to pay a higher interest rate, increasing 1.25% to a range between 12.50% and 13.25%. The First Loan and Security Noteholders, as a group, will receive our entire share of the proceeds from these projects, on a prorata basis, until the principal investment is repaid. Thereafter, the First Loan and Security Noteholders, as a group, would have the right to participate in 15% of our future profits from these projects (defined as our gross revenues of such projects less the aggregate amount of principal and interest paid for the financing of such projects) on a prorata basis based on each First Loan and Security Noteholder's loan commitment as a percentage of the total loan commitments received to fund specific motion picture productions.
 
 
 
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On May 31, 2016 and June 30, 2016, we entered into various debt exchange agreements on substantially similar terms with certain of the First Loan and Security Noteholders to convert an aggregate of $11.3 million of principal and $1.8 million of interest into shares of Common Stock. Pursuant to the terms of such debt exchange agreements, we agreed to convert the debt at $5.00 per share and issued 2,630,298 shares of Common Stock. On May 31, 2016 the market price of a share of Common Stock was $6.99 and on June 30, 2016 it was $6.08. As a result, we recorded a loss on the extinguishment of debt on our consolidated statement of operations of $3.3 million for the year ended December 31, 2016.
 
Please see “Warrants” below for discussion of the remaining First Loan and Security Noteholder.
 
Web Series Funding
 
During the years ended December 31, 2014 and 2015, we entered into various loan and security agreements with individual noteholders (the “Web Series Noteholders”) for an aggregate principal amount of notes of $4.0 million which we used to finance production of our 2015 web series, South Beach - Fever (the “Web Series Loan and Security Agreements”). Under the Web Series Loan and Security Agreements, we issued promissory notes that accrued interest at rates ranging from 10% to 12% per annum payable monthly through August 31, 2015, with the exception of one note that accrued interest through February 29, 2016. During 2015, we exercised our option under the Web Series Loan and Security Agreements to extend the maturity date of these notes until August 31, 2016. In consideration for our exercise of the option to extend the maturity date, we were required to pay a higher interest rate, increasing 1.25% to a range between 11.25% and 13.25%. Pursuant to the terms of the Web Series Loan and Security Agreements, the First Loan and Security Noteholders, as a group, would have the right to participate in 15% of our future profits generated by the series (defined as our gross revenues of such series less the aggregate amount of principal and interest paid for the financing of such series) on a prorata basis based on each Web Series Noteholder's loan commitment as a percentage of the total loan commitments received to fund the series.
 
During the year ended December 31, 2016, we entered into thirteen individual agreements (the “Web Series Debt Exchange Agreements”) on substantially similar terms with the Web Series Noteholders. Pursuant to the terms of the Web Series Debt Exchange Agreements, we and each Web Series Noteholder agreed to convert an aggregate of $3.8 million of principal and $0.4 million of interest under the Web Series Loan and Security Agreements into an aggregate of 840,910 shares of Common Stock at $5.00 per share as payment in full of each of the notes issued under the Web Series Loan and Security Agreements. On the dates of the exchange, the market price of our Common Stock was between $6.00 and $6.45 per share. As a result, we recorded a loss on the extinguishment of debt on our consolidated statement of operations $0.9 million for the year ended December 31, 2016, related to this transaction.
 
Please see “Warrants” below for discussion of the remaining Web Series Noteholder.
 
Second Group Film Funding
 
During the year ended December 31, 2015, we entered into various loan and security agreements with individual noteholders (the “Second Loan and Security Noteholders”) for an aggregate principal amount of notes of $9.3 million to fund a new group of film projects (the “Second Loan and Security Agreements”). Of this amount, notes with an aggregate principal value of $8.8 million were issued in exchange for debt that had originally been incurred by Dolphin Entertainment, Inc., primarily related to the production and distribution of the motion picture, Believe . The remaining $0.5 million was issued as a note in exchange for cash. Pursuant to the Second Loan and Security Agreements, we issued notes that accrue interest at rates ranging from 11.25% to 12% per annum, payable monthly through December 31, 2016. We had the option to extend the maturity date of these notes until July 31, 2018. If we chose to exercise our option to extend the maturity date, we would be required to pay a higher interest rate, increasing 1.25% to a range between 11.25% and 13.25%. The Second Loan and Security Noteholders, as a group, will receive our entire share of the proceeds from these projects, on a prorata basis, until the principal investment is repaid. Thereafter, the Second Loan and Security Noteholders, as a group, would have the right to participate in 15% of our future profits from such projects (defined as our gross revenues of such projects less the aggregate amount of principal and interest paid for the financing of such projects) on a prorata basis based on each Second Loan and Security Noteholder’s loan commitment as a percentage of the total loan commitments received to fund specific motion picture productions.
 
 
 
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On May 31, 2016 and June 30, 2016, we entered into various debt exchange agreements on substantially similar terms with certain of the Second Loan and Security Noteholders to convert an aggregate of $4.0 million of principal and $0.3 million of interest into shares of the Common Stock. Pursuant to such debt exchange agreements, we agreed to convert the debt at $5.00 per share and issued 868,870 shares of Common Stock. On May 31, 2016, the market price of a share of the Common Stock was $6.99 and on June 30, 2016, it was $6.08. As a result, we recorded a loss on the extinguishment of debt on our consolidated statement of operations of $1.3 million for the year ended December 31, 2016.
 
Please see “Warrants” below for discussion of the remaining Second Loan and Security Noteholder.
 
Production Service Agreement
 
During 2014, we entered into a financing deal in the amount of $10.4 million to produce Max Steel . The loan is partially secured by international distribution agreements made prior to the commencement of principal photography and tax incentives. The agreement contains repayment milestones to be made during the year ended December 31, 2015, that if not met, accrue interest at a default rate of 8.5% per annum above the published base rate of HSBC. Pursuant to the terms of the agreement and due to delays in the release of the film, we have accrued $1.1million of interest. The film was released October 14, 2016 and delivery to the international distributors has begun.  During the year ended December 31, 2016, an aggregate of $4.2 million was received from the international distributors and as tax incentives from the jurisdiction in which a portion of the film was produced.  As of December 31, 2016, we had a balance on our consolidated balance sheet of $6.2 million related to this production service agreement.
 
Prints and Advertising Loan
 
On August 12, 2016, Dolphin Max Steel Holding, LLC, a wholly owned subsidiary of Dolphin Films, entered into a loan and security agreement (the ?P&A Loan?) providing for a $14.5 million non-revolving credit facility that matures on August 25, 2017. The proceeds of the credit facility were used to pay a portion of the print and advertising expenses of the domestic distribution of our feature film, Max Steel . To secure Max Steel Holding’s obligations under the Loan and Security Agreement, we granted to the lender a security interest in bank account funds totaling $1,250,000 pledged as collateral. The loan is partially secured by a $4.5 million corporate guaranty from a party associated with the motion picture.  The lender has retained a reserve of $1.5 million for loan fees and interest (the “Reserve”).  Amounts borrowed under the credit facility accrue interest at either (i) a fluctuating per annum rate equal to the 5.5% plus a base rate or (ii) a per annum rate equal to 6.5% plus the LIBOR determined for the applicable interest period. As of December 31, 2016, we recorded $12.5 million, including the Reserve, related to this agreement.  Approximately $11.0 million was recorded as distribution and marketing costs on our consolidated statement of operations for the year ended December 31, 2016,  related to the release of the motion picture.
 
Production Service Agreement
 
During 2014, we entered into a financing deal in the amount of $10.4 million to produce Max Steel . The loan is partially secured by international distribution agreements made prior to the commencement of principal photography and tax incentives. The agreement contains repayment milestones to be made during the year ended December 31, 2015, that if not met, accrue interest at a default rate of 8.5% per annum above the published base rate of HSBC. Pursuant to the terms of the agreement and due to delays in the release of the film, we have accrued $1.1million of interest. The film was released October 14, 2016 and delivery to the international distributors has begun. During the year ended December 31, 2016, an aggregate of $4.2 million was received from the international distributors and as tax incentives from the jurisdiction in which a portion of the film was produced. As of December 31, 2016, we had a balance on our consolidated balance sheet of $6.2 million related to this production service agreement.
 
Subscription Agreements
 
Convertible Note Agreement
 
On December 7, 2015 we entered into a subscription agreement with an investor to sell up to $7 million in convertible promissory notes of the Company. Under the subscription agreement, we issued a convertible promissory note to the investor in the amount of $3,164,000 at a conversion price of $5.00 per share. The convertible promissory note was to bear interest on the unpaid balance at a rate of 10% per annum and became due and payable on December 7, 2016. The outstanding principal amount and all accrued interest were mandatorily and automatically convertible into common stock, at the conversion price, upon the average market price of the common stock being greater than or equal to the conversion price for twenty trading days. On February 5, 2016, this triggering event occurred pursuant to the convertible note agreement. As such 632,800 shares of Common Stock were issued in satisfaction of the convertible note payable.
 
 
 
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April 2016 Subscription Agreements
 
On April 1, 2016, we entered into substantially identical subscription agreements (the “April 2016 Subscription Agreements”) with certain private investors, pursuant to which we issued and sold to the investors in a private placement (the “Placement”) an aggregate of 1,075,000 shares (the “Initial Subscribed Shares”) of Common Stock at a purchase price of $5.00 per share (the “Purchase Price”). The Placement provided us with $5,375,000 of aggregate gross proceeds. On March 31, 2016, we received $1,500,000, in advance for one of these agreements. The amount was recorded as noncurrent debt on our condensed consolidated balance sheet. Under the terms of the April 2016 Subscription Agreements, each investor has the option to purchase additional shares of Common Stock at the Purchase Price, not to exceed the number of such investor’s Initial Subscribed Shares, during each of the second, third and fourth quarters of 2016 (each, a “Quarterly Subscription”). Pursuant to its April 2016 Subscription Agreement, one investor delivered notice of its election to exercise the Quarterly Subscription to purchase (i) 100,000 shares for an aggregate purchase price of $.5 million with shares issued on June 28, 2016 and (ii) 120,000 shares for an aggregate purchase price of $.6 million with shares issued on November 17, 2016.
 
June 2016 Subscription Agreements
 
On June 22, 2016 and June 30, 2016, we entered into two additional subscription agreements with two investors. Pursuant to the terms of the subscription agreements, we sold an aggregate of 70,000 shares of our Common Stock at a purchase price of $5.00 per share.
 
November 2016 Subscription Agreements
 
On November 15, November 16 and November 22, 2016, we entered into eight additional subscription agreements with four investors. Pursuant to the terms of the subscription agreements, we sold an aggregate of 135,000 shares of our Common Stock at a purchase price of $5.00 per share.
 
Warrants
 
On December 29, 2016, we entered into a debt exchange agreement (the “Exchange Agreement”) with an investor that is a First Loan and Security Noteholder, a Web Series Noteholder and Second Loan and Security Agreement Noteholder, collectively (the “Investor”).  At the time of the Exchange Agreement, the Investor was the holder of the following promissory notes:
 
Notes:
 
Outstanding Balance of Notes
 
First Loan and Security Note
  $ 1,160,000  
Web Series Note
    340,000  
Second Loan and Security Note
    4,970,990  
 
  $ 6,470,990  
 
In addition to the Exchange Agreement, we entered into a purchase agreement with the same Investor to acquire 25% of the membership interest of Dolphin Kids Clubs to own 100% of the membership interest.  Pursuant to the Exchange Agreement and the Purchase Agreement, we issued Warrant J that entitles the warrant holder to purchase shares up to 2,170,000 shares of our Common Stock at a price of $0.015 through December 29, 2020, its expiration date.  We recorded a loss on extinguishment of debt $2.7 million on our consolidated statement of operations for the year ended December 31, 2016.  The loss on extinguishment was calculated as the difference between the fair value of Warrant J and the outstanding debt under the notes described above.
 
42West Line of Credit
 
In 2008, 42West entered into a revolving line of credit with City National Bank, (the “Line of Credit). The purpose of the Line of Credit was to provide 42West with working capital as needed from time to time. The maximum amount that can be drawn on the Line of Credit is $1,500,000. The Line of Credit bears interest computed as the greater of (a) three and one half percent per year or (b) the prime rate of City National Bank less one quarter of one percent., provided that the rate per annum never exceed 16%. As of March 31, 2017. 42West has a balance of $0.5 million on the Line of Credit. The Line of Credit expires on April 30, 2017.
 
Critical Accounting Policies, Judgments and Estimates
 
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
 
 
 
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An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.
 
Capitalized Production Costs
 
Capitalized production costs represent the costs incurred to develop and produce a web series or feature films. These costs primarily consist of salaries, equipment and overhead costs, as well as the cost to acquire rights to scripts. Capitalized production costs are stated at the lower of cost, less accumulated amortization and tax credits, if applicable, or fair value. These costs are capitalized in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 926-20-50-2 “Other Assets – Film Costs”.   Unamortized capitalized production costs are evaluated for impairment each reporting period on a title-by-title basis.  If estimated remaining revenue is not sufficient to recover the unamortized capitalized production costs for that title, the unamortized capitalized production costs will be written down to fair value.  Any project that is not greenlit for production within three years is written off.
 
We are responsible for certain contingent compensation, known as participations, paid to certain creative participants such as writers, directors and actors.  Generally, these payments are dependent on the performance of the web series and are based on factors such as total revenue as defined per each of the participation agreements.  We are also responsible for residuals, which are payments based on revenue generated from secondary markets and are generally paid to third parties pursuant to a collective bargaining, union or guild agreement.   These costs are accrued to direct operating expenses as the revenues, as defined in the participation agreements, are achieved and as sales to the secondary markets are made triggering the residual payment.
 
Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates are likely to differ to some extent in the future from actual results.  Our management regularly reviews and revises when necessary its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or write-down of all or a portion of the unamortized deferred production costs to its estimated fair value. Our management estimates the ultimate revenue based on existing contract negotiations with domestic distributors and international buyers as well as management’s experience with similar productions in the past.
 
An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less amortization expense of deferred productions costs, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher amortization expense of capitalized production costs. Our management evaluates unamortized production costs for impairment whenever there is an event that may signal that the fair value of the unamortized production costs are below their carrying value.  One example that may trigger this type of analysis is the under-performance in the domestic box office of a feature film.  For digital productions this analysis may occur if we are unable to secure sufficient advertising revenue for our web series.  We typically perform an impairment analysis using a discounted cash flow method. Any write-down resulting from an impairment analysis is included in direct costs within our consolidated statements of operations.  For the year ended December 31, 2016 and 2015, we impaired approximately $2.1 and $0.6 million, respectively of capitalized production costs.

 
 
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Revenue Recognition
 
Revenue from web series and feature films is recognized in accordance with guidance of FASB ASC 926-60 “Revenue Recognition – Entertainment-Films”.  Revenue is recorded when a contract with a buyer for the web series or feature film exists, the web series or feature film is complete in accordance with the terms of the contract, the customer can begin exhibiting or selling the web series or feature film, the fee is determinable and collection of the fee is reasonable. Revenues from licensing agreements for distribution in foreign territories typically includes a minimum guarantee with the possibility of sharing in additional revenues depending on the performance of the web series or feature film in that territory.  Revenue for these types of arrangements are recorded when the web series or  motion picture has been delivered and our obligations under the contract have been satisified. 
 
On occasion, we may enter into agreements with third parties for the co-production or distribution of a web series. We may also enter into agreements for the sponsorship or integration of a product in a web series productions.  Revenue from these agreements will be recognized when the web series is complete and ready to be exploited.  In addition, the advertising revenue is recognized at the time advertisements are shown when a web series is aired. Cash received and amounts billed in advance of meeting the criteria for revenue recognition is classified as deferred revenue. 
 
Warrant Liabilities and Related Fair Value Measurements
 
When we issue warrants, we evaluate the proper balance sheet classification of the warrant to determine whether the warrant should be classified as equity or as a derivative liability on the consolidated balance sheets. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (ASC 815-40), we classify a warrant as equity so long as it is “indexed to the Company’s equity” and several specific conditions for equity classification are met. A warrant is not considered indexed to the Company’s equity, in general, when it contains certain types of exercise contingencies or contains certain provisions that may alter either the number of shares issuable under the warrant or the exercise price of the warrant, including, among other things, a provision that could require a reduction to the then current exercise price each time we subsequently issues equity or convertible instruments at a per share price that is less than the current conversion price (also known as a “full ratchet down round provision”). If a warrant is not indexed to the Company’s equity, it is classified as a derivative liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized currently in the statements of operations.
 
We classified the “G”, “H”, “I”, “J” and “K” warrants issued during 2016 as derivative liabilities, because they contain full-ratchet down round provisions and report the warrants on our consolidated balance sheets at fair value under the caption “warrant liability” and report changes in the fair value of the warrant liability on the consolidated statements of operations under the caption “change in fair value of warrant liability”.
 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows:
 
Level 1   —
Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date.
 
Level 2   —
Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
 
Level 3   —
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date.
 
We measured the “G”, “H”, “I”, “J” and “K” warrants we issued in 2016 at fair value in the consolidated financial statements as of and for the year ended December 31, 2016, using inputs classified as “level 3” of the fair value hierarchy. We develop unobservable “level 3” inputs using the best information available in the circumstances, which might include our own data, or when we believe inputs based on external data better reflect the data that market participants would use, we base our inputs on comparison with similar entities.
 
We select a valuation technique to measure “level 3” fair values that we believe is appropriate in the circumstances. In the case of measuring the fair value of the “G”, “H”, “I”, “J” and “K” warrants at December 31, 2016 and for the year then ended, d ue to the existence of the full ratchet down round provision, which creates a path-dependent nature of the exercise prices of the warrants, we decided a Monte Carlo Simulation model, which incorporates inputs classified as “level 3” was appropriate.
 
Key inputs used in the Monte Carlo Simulation model to determine the fair value of the “G”, “H”, “I”, “J” and “K” warrants at December 31, 2016 are as follows:
 
 
 
As of December 31, 2016
 
Inputs
 
Series G
 
 
Series H
 
 
Series I
 
 
Series J
 
 
Series K
 
Volatility (1)
    63.6 %
    79.1 %
    70.8 %
    65.8 %
    65.8 %
Expected term (years)
    1.08  
    2.08  
    3.08  
    4  
    4  
Risk free interest rate
    .879 %
    1.223 %
    1.489 %
    1.699 %
    1.699 %
Common stock price
  $ 6.00  
  $ 6.00  
  $ 6.00  
  $ 6.00  
  $ 6.00  
Exercise price
  $ 5.00  
  $ 6.00  
  $ 7.00  
  $ .02  
  $ .02  
 
(1)
“Level 3” input.
 
The “level 3” stock volatility assumption represents the range of the volatility curves used in the valuation analysis that we determined market participants would use based on comparison with similar entities. The risk-free interest rate is interpolated where appropriate, and is based on treasury yields. The valuation model also included a “level 3” assumption we developed as to dates of potential future financings by us that may cause a reset of the exercise price of the warrants.
 
Since derivative financial instruments, such as the “G”, “H”, “I”, “J” and “K” warrants, are initially and subsequently carried at fair values, the Company’s income or loss will reflect the volatility in changes to these estimates and assumptions. The fair value of the warrants is most sensitive to changes at each valuation date in the Company’s common stock price, the volatility rate assumption, and the exercise price, which could change if the Company were to do a dilutive future financing.
 
 
 
33
 
 
Income Taxes
 
Deferred taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using tax rates in effect for the years in which the differences are expected to reverse.  The effects of changes in tax laws on deferred tax balances are recognized in the period the new legislation is enacted.  Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized.  In assessing the likelihood of realization, management considers estimates of future taxable income.  We calculate our current and deferred tax position based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years.  Adjustments based on filed returns are recorded when identified.
 
Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense.
 
Recent Accounting Pronouncements
 
For a discussion of recent accounting pronouncements, see Note 3 to the audited consolidated financial statements contained elsewhere in this annual report on Form 10K.
 
Off-Balance Sheet Arrangements
 
As of December 31, 2016 and 2015, we did not have any off-balance sheet arrangements.
 
Special Note Regarding Forward-Looking Statements
 
Certain statements in this Form 10-K under “Management’s Discussion and Analysis” constitute “forward-looking” statements for purposes of federal and state securities laws.  Such forward-looking statements include but are not limited to the following:
 
our expectations regarding the potential benefits and synergies we can derive from the 42West Acquisition;
our ability to generate new revenue streams through our new subsidiary, 42West;
our expectations concerning our ability to derive future cash flows and revenues from the  production, release and advertising of future web series on online platforms, and the timing of receipt of such cash flows and revenues;
our expectations concerning the timing of production and distribution of a digital project showcasing favorite restaurants of NFL players, as well as future feature films and digital projects;
our intention to source potential distribution partners for our web series, South Beach – Fever, and to enter into distribution agreements for future digital productions;
our expectation that we will receive revenues from our motion picture, Max Steel from (i) international revenues expected to be derived through license agreements with international distributors and (ii) other secondary distribution revenues;
our intention to use our purchased scripts for future motion picture and digital productions;
our expectations to raise funds through sales of our Common Stock;
our intention to borrow funds from our CEO, private investors and other lenders to produce our digital and motion picture projects;
our expectations regarding the marketing potential and other benefits of our online kids clubs;
 
 
 
34
 
 
our intention to implement improvements to address material weaknesses in internal control over financial reporting; and
our expectations concerning the impact of recent Accounting Standards Updates on our financial position or results of operations.
 
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
 
our inability to realize the anticipated benefits of the 42West Acquisition, including synergies and increased revenues;
adverse trends and changes in the entertainment industry that could negatively impact 42West’s operations and ability to generate revenues;
unpredictability of the commercial success of our current and future web series and motion pictures;
economic factors that adversely impact the entertainment industry, as well as advertising, production and distribution revenue in the online and motion picture industries;
our ability to identify, produce and develop online digital entertainment and motion pictures that meet industry and customer demand;
competition for talent and other resources within the industry and our ability to enter into agreements with talent under favorable terms;
our ability to attract and retain the highly specialized services of the 42West executives and employees;
availability of financing from our CEO and other investors under favorable terms to fund our digital and motion picture projects;
our ability to adequately address material weaknesses in internal control over financial reporting;
the ability of our online kids clubs to serve as a platform for sponsorship and other marketing opportunities thereby generating revenue; and
our ability to accurately predict the impact of recent Accounting Standards Updates on our financial position or results of operations.
 
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to Part I, Item 1A, Risk Factors of this 2016 Form 10-K for additional information regarding factors that could affect the Company’s results of operations, financial condition and liquidity. Any forward-looking statements, which we make in this Form 10-K, speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to our forward-looking statements as a result of being a penny stock issuer.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required for smaller reporting companies.
 
 
 
35
 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .
 
The financial statements required by this Item 8 are included at the end of this Report beginning on page F-1 as follows:
 
 
 
Page
 
 
 
 
 
 
Reports of Independent Registered Public Accounting Firms
 
 
F-1
 
 
 
 
 
 
Consolidated Balance Sheets as of December 31, 2016 and 2015
 
 
F-2
 
 
 
 
 
 
Consolidated Statements of Operations for the years ended December 31, 2016 and 2015
 
 
F-3
 
 
 
 
 
 
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015
 
 
F-4
 
 
 
 
 
 
Consolidated Statements of Changes in Stockholder’s Deficit for the years ended December 31, 2016 and 2015
 
 
F-5
 
 
 
 
 
 
Notes to Consolidated Financial Statements
 
 
F-6
 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .
 
None.
ITEM 9A. CONTROLS AND PROCEDURES .
 
Management’s Report on the Effectiveness of Disclosure Controls and Procedures
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO, to allow timely decisions regarding required disclosure.
 
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2016. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective due to material weaknesses identified in our internal control over financial reporting described below.
 
We are responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined by Exchange Act Rule 13a-15(f). Our internal controls are designed to provide reasonable assurance as to the reliability of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
 
Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
 
 
 
36
 
 
Under the supervision and with the participation of our CEO and CFO, we have evaluated the effectiveness of our internal control over financial reporting as of December 31, 2016, as required by Exchange Act Rule 13a-15(c). In making our assessment, we have utilized the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in the 1992 Internal Control —Integrated Framework. We concluded that based on our evaluation, our internal control over financial reporting was not effective as of December 31, 2016, due to the following material weaknesses that were identified in previous years:
 
 In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2016, our independent registered accounting firm reported to our Board of Directors that they determined the following design deficiencies related to the entity level control environment, including risk assessment, information and communication and monitoring controls.
o  
There is no documented fraud risk assessment or risk management oversight function.
o  
There are no documented procedures related to financial reporting matters (both internal and external) to the appropriate parties.
o  
There is no budget prepared and therefore monitoring controls are not designed effectively as current results cannot be compared to expectations.
o  
There is no documented process to monitor and remediate deficiencies in internal controls.
 
After a review of our current entity level control environment, management concluded that the above deficiencies represented a material weakness.
 
In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2016, our independent registered accounting firm reported to our Board of Directors that they observed inadequate documented review and approval of certain aspects of the accounting process including the documented review of accounting reconciliations and journal entries that they considered to be a material weakness in internal control. Specifically:
o  
There is no documented period end closing procedures, specifically the individuals that are responsible for preparation, review and approval of period end close functions.
o  
Reconciliations are performed on all balance sheet accounts, including noncontrolling interest on at least a quarterly basis; however there is no documented review and approval by a member of management that is segregated from the period end financial reporting process.
o  
There is no review and approval for the posting of journal entries.
 
After a review of our current review and approval of certain aspects of the accounting process, management concluded that the inadequate documented review and approval process represented a material weakness.
 
In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2016, our independent registered accounting firm reported to our Board of Directors that they observed inadequate segregation of duties within the accounting process including the following:
o  
One individual has the ability to add vendors to the master vendor file.  This individual also has access to the Company checkbook that is maintained in a secured location.
o  
One individual has sole access to our information technology system to initiate, process and record financial information. We have not developed any internal controls related to information technology systems including change management, physical security, access or program development.
 
After a review of our current accounting process and the individuals involved, management concluded that the inadequate segregation of duties represented a material weakness.
 
Remediation of Material Weaknesses in Internal Control over Financial Reporting
 
In order to remediate the material weaknesses in internal control over financial reporting, we intend to implement improvements during fiscal year 2017, under the direction of our Board of Directors, as follows:
 
Our Board of Directors intends to review the COSO “Internal Control over Financial Reporting - Guidance for Smaller Public Companies” that was published in 2006 including the control environment, risk assessment, control activities, information and communication and monitoring.  Based on this framework, the Board of Directors plans to implement controls as needed assuming a cost benefit relationship.   In addition, our Board of Directors plans to evaluate the key concepts of the updated 2013 COSO “Internal Control – Integrated Framework” as it provides a means to apply internal control to any type of entity.
 
 
 
37
 
 
We plan to document all significant accounting policies and ensure that the accounting policies are in accordance with GAAP and that internal controls are designed effectively to ensure that the financial information is properly reported. Management will engage independent accounting specialists to ensure that there is an independent verification of the accounting positions taken.
 
We plan to implement a higher standard for document retention and support for all items related to revenue recognition. All revenue arrangements that are entered into by us will be evaluated under the applicable revenue guidance and Management should document its position based on the facts and circumstances of each agreement.
 
We plan to review our current review and approval processes and implement changes to ensure that all material agreements, accounting reconciliations and journal entries are reviewed and approved on a timely basis and that such review is documented by a member of Management separate from the preparer. A documented quarter end close procedure will be established whereby Management expects to review and approve reconciliations and journal entries prepared by the outside accountant.  Management plans to formally approve new vendors that are added to the master vendor file.
 
We plan to hire at least one additional person to ensure proper segregation of duties, reconciliation reviews, and quarter end reviews.
 
Limitations on Effectiveness of Controls and Procedures
 
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. We do not expect that our disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Changes in Internal Controls
 
During the quarter ended December 31, 2016, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
 
We are neither an accelerated filer nor a large accelerated filer, as defined in Rule 12b-2 under the Exchange Act, and is not otherwise including in this Annual Report an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not required to be attested by our registered public accounting firm pursuant to Item 308(b) of Regulation S-K.
 
ITEM 9B. OTHER INFORMATION .

None
 
 
 
38
 
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE .
 
The information required by this Item is incorporated by reference to our Proxy Statement for our 2017Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2016 and is incorporated herein by reference.
 
Dolphin has adopted a Code of Ethics for our officers and directors that is located on our internet website at www.dolphindigitalmedia.com under “Investor Relations – Corporate Governance.” We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.
 
ITEM 11. EXECUTIVE COMPENSATION .
 
The information required by this Item is incorporated by reference to our Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2016 and is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .
 
The information required by this Item is incorporated by reference to our Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2016 and is incorporated herein by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated by reference to our Proxy Statement for our 2017 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2016 and is incorporated herein by reference
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .
 
The information required by this Item is incorporated by reference to our Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2016 and is incorporated herein by reference.
 
 
 
39
 
 
PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a) Documents filed as part of this report:
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(2) Financial Statement Schedules
None.
(3) Exhibits
 
Exhibit
No.
 
Description
 
Incorporated by Reference
 
 
 
2.1
 
Agreement and Plan of Merger by and among the Company, DDM Merger Sub, Inc., Dolphin Films, Inc. and Dolphin Entertainment, Inc. dated October 14, 2015.
 
Incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on October 19, 2015.
 
 
 
 
 
2.2
 
Membership Interest Purchase Agreement, dated as of March 30, 2017, by and among the Company and Leslee Dart, Amanda Lundberg, Allan Mayer and The Beatrice B. Trust.*
 
Filed herewith.
 
 
 
 
 
3.1(a)
 
Amended Articles of Incorporation of Dolphin Digital Media, Inc. (conformed copy incorporating all amendments through May 10, 2016).
 
Incorporated herein by reference to Exhibit 3.1(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
 
 
 
3.2
 
Bylaws of Dolphin Digital Media, Inc. dated December 3, 2014.
 
Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 9, 2014.
 
 
 
4.1
 
Registration Rights Agreement, dated as of March 30, 2017 by and among the Company and Leslee Dart, Amanda Lundberg, Allan Mayer and the Beatrice B. Trust.
 
Filed herewith.
 
 
 
 
 
4.2
 
Warrant Purchase Agreement, dated November 4, 2016, between the Company and T Squared Partners LP.
 
Incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, filed on November 10, 2016.
 
 
 
 
 
4.3
 
Form of Common Stock Purchase Warrant.
 
Incorporated herein by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K, filed on January 5, 2017.
 
 
 
 
 
 
 
40
 

10.1
 
Amendment to Preferred Stock Purchase Agreement, dated December 30, 2010, between the Company and T Squared Investment LLC.
 
Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 5, 2011.
 
 
 
 
 
10.2
 
Preferred Stock Exchange Agreement, dated October 16, 2015, between the Company and T Squared Partners LP.
 
Incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on October 19, 2015.
 
 
 
 
 
10.3
 
Executive Employment Agreement, dated September 13, 2012, between the Company and William O’Dowd.
 
Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 19, 2012.
 
 
 
 
 
10.4
 
Executive Employment Agreement Letter of Extension, dated December 31, 2014.
 
Incorporated herein by reference to Exhibit 10.4 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
 
 
 
 
 
10.5
 
Revolving Promissory Note, dated December 31, 2011, in favor of William O’Dowd.
 
Incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
 
 
 
 
 
10.6
 
Form of Loan and Security Agreement.
 
Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 
 
 
 
 
10.7
 
Form of Equity Purchase Agreement.
 
Incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
 
 
 
 
 
10.8
 
Form of Subscription Agreement.
 
 
Incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on December 15, 2015.
 
 
 
 
 
10.9
 
Form of Convertible Note.
 
 
Incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on December 15, 2015.
 
 
 
 
 
10.10
 
Form of Subscription Agreement.
 
 
Incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
 
 
 
 
 
10.11
 
Subscription Agreement dated March 4, 2016, between the Company and Dolphin Entertainment, Inc.
 
 
Incorporated herein by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on March 11, 2016.
 
 
 
 
 
10.12
 
Form of Subscription Agreement.
 
Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 7, 2016.
 
 
 
 
 
10.13
 
Form of Debt Exchange Agreement.
 
Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 3, 2016.
 
 
 
 
 
10.14
 
Form of Subscription Agreement.
 
Incorporated herein by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on June 28, 2016.
 
 
 
 
 
 
 
41
 

10.15
 
2012 Omnibus Incentive Compensation Plan.
 
Incorporated herein by reference to Annex B to the Definitive Information Statement on Schedule 14C filed with the SEC on September 28, 2012.
 
 
 
 
 
21.1
 
List of Subsidiaries of the Company.
 
Filed herewith.
 
 
 
 
 
31.1
 
Certification of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Filed herewith.
 
 
 
 
 
31.2
 
Certification of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith.
 
 
 
 
 
32.1
 
Certification of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Furnished herewith.
 
 
 
 
 
32.2
 
Certification of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Furnished herewith.
 
 
 
 
 
101.INS
 
XBRL Instance Document.
 
Furnished herewith.
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
Furnished herewith.
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
Furnished herewith.
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
Furnished herewith.
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
 
Furnished herewith.
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
Furnished herewith.
 
† Management contract or compensatory plan or arrangement.
* Schedules (and similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
 
ITEM 16
 
FORM 10-K SUMMARY
 
None.
 
 
 
 
42
 
 
  SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
DOLPHIN DIGITAL MEDIA, INC.
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  William O’Dowd IV
 
 
 
William O’Dowd IV  
 
 
 
Chief Executive Officer  
 
 
 
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  Mirta A Negrini
 
 
 
Mirta A Negrini  
 
 
 
Chief Financial and Operating Officer  
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Dated: April 17, 2017
By:  
/s/  William O’Dowd IV
 
 
 
William O’Dowd IV  
 
 
 
Chief Executive Officer  
 
 
 
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  Mirta A Negrini
 
 
 
Mirta A Negrini  
 
 
 
Chief Financial and Operating Officer  
 
 
 
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  Michael Espensen
 
 
 
Michael Espensen  
 
 
 
Director
 
 
 
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  Nelson Famadas
 
 
 
Nelson Famadas  
 
 
 
Director  
 
 
 
 
 
 
 
 
Dated: April 17, 2017
By:  
/s/  Nicholas Stanham
 
 
 
Nicholas Stanham  
 
 
 
Director  
 
 
 
 
 
43
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
Report of Independent Registered Public Accounting Firm
 
 
Board of Directors and Stockholders
Dolphin Digital Media, Inc. and subsidiaries
Coral Gables, Florida
 
We have audited the accompanying consolidated balance sheets of Dolphin Digital Media, Inc. and subsidiaries as of December 31, 2016 and 2015 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dolphin Digital Media, Inc. and subsidiaries at December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years then ended , in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ BDO USA, LLP                                                                             Certified Public Accountants
Miami, Florida
April 17, 2017
 
F-1
 
 
 
DOLPHIN DIGITAL MEDIA, INC. AND SUBSIDIARIES
 
 
Consolidated Balance Sheets
 
 
As of December 31, 2016 and 2015
 
ASSETS
 
2016
 
 
2015 (1)
 
Current
 
 
 
 
 
 
Cash and cash equivalents
  $ 662,546  
  $ 2,392,685  
Restricted cash
    1,250,000  
    -  
Prepaid Expenses
    -  
    72,518  
Related party receivable
    -  
    453,529  
Accounts receivable
    3,668,646  
    -  
Other current assets
    2,665,781  
    2,827,131  
Total Current Assets
    8,246,973  
    5,745,863  
Capitalized production costs
    4,654,013  
    15,170,768  
Property and equipment
    35,188  
    55,413  
Deposits
    1,261,067  
    397,069  
Total Assets
  $ 14,197,241  
  $ 21,369,113  
LIABILITIES
       
       
Current
       
       
Accounts payable
  $ 677,249  
    2,070,545  
Other current liabilities
    2,958,523  
    2,984,320  
Warrant liability
    14,011,254  
    -  
Accrued compensation
    2,250,000  
    2,065,000  
Debt
    18,743,069  
    37,331,008  
Loan from related party
    684,326  
    2,917,523  
Deferred revenue
    46,681  
    1,418,368  
Note payable
    300,000  
    300,000  
Total Current Liabilities
    39,671,102  
    49,086,764  
Noncurrent
       
       
Convertible note
    -  
    3,164,000  
Warrant liability
    6,393,936  
       
Loan from related party
    -  
    1,982,267  
Total Noncurrent Liabilities
    6,639,936  
    5,146,267  
Total Liabilities
    46,065,038  
    54,233,031  
STOCKHOLDERS' DEFICIT
       
       
Common stock, $0.015 par value, 400,000 shares authorized, 14,395,521 and 4,094,618 , respectively, issued and outstanding at December 31, 2016 and 2015
    215,933  
    61,419  
Preferred Stock , 10,000,000 shares authorized, Preferred Stock, Series A $0.001 par value, liquidation preference of 1,042,756, 1,043 share authorized, issued and outstanding at December 31, 2015. None were issued and outstanding at December 31, 2016
    -  
    1,043  
Preferred Stock, Series B, $0.10 par value, 4,000,000 authorized, 2,300,000 issued and outstanding at December 31, 2015, none were issued and outstanding at December 31, 2016
    -  
    230,000  
Preferred Stock, Series C, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at December 31, 2016 and 2015
    1,000  
    1,000  
Additional paid in capital
    67,727,474  
    26,480,240  
Accumulated deficit
    (99,812,204 )
    (62,615,428 )
Total Dolphin Digital Media, Inc. Deficit
    (31,867,797 )
    (35,841,726 )
Non-controlling interest
    -  
    2,977,808  
Total Stockholders' Deficit
    (31,867,797 )
    (32,863,918 )
Total Liabilities and Stockholders' Deficit
  $ 14,197,241  
  $ 21,369,113  

 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
(1) Financial information has been retrospectively adjusted for the acquisition of Dolphin Films, Inc. See Notes 1 and 4
 
       
 
 
F-2
 
 
 
 
DOLPHIN DIGITAL MEDIA, INC. AND SUBSIDIARIES
 
 
Consolidated Statements of Operations
 
 
For the years ended December 31, 2016 and 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
2015 (1)
 
Revenues:
 
 
 
 
 
 
Production and distribution
  $ 9,367,222  
  $ 3,031,073  
Membership
    28,403  
    69,761  
Total Revenue:
    9,395,625  
    3,100,834  
 
       
       
Expenses:
       
       
Direct costs
    10,661,241  
    2,587,257  
Distribution and marketing
    11,322,616  
    213,300  
Selling, general and administrative
    1,245,689  
    1,845,088  
Legal and professional
    2,405,754  
    2,392,556  
 Payroll
    1,462,589  
    1,435,765  
Loss before other income (expense)
    (17,702,264 )
    (5,373,132 )
 
       
       
Other Income(Expense)
       
       
Other income
    9,660  
    96,302  
Amortization of loan fees
    (476,250 )
    -  
Change in fair value of warrant liability
    2,195,542  
    -  
Warrant issuance expense
    (7,372,593 )
    -  
Loss on extinguishment of debt
    (9,601,933 )
    -  
Interest expense
    (4,241,841 )
    (3,559,532 )
Total Other Income(Expense)
    (19,487,415 )
    (3,463,230 )
Net Loss
  $ (37,189,679 )
  $ (8,836,362 )
 
       
       
Net Income attributable to noncontrolling interest
    -  
    17,440  
Net loss attributable to Dolphin Films, Inc.
    -  
    (4,786,341 )
Net Loss attributable to Dolphin Digital Media, Inc.
    (37,189,679 )
    (4,067,461 )
 
  $ (37,189,679 )
  $ (8,836,362 )
 
       
       
Deemed dividend on preferred stock
    5,247,227  
    -  
 
       
       
Net loss attributable to common shareholders
  $ (42,436,906 )
  $ (8,836,362 )
 
       
       
Basic and Diluted Loss per Share
  $ (4.83 )
  $ (2.16 )
 
       
       
Weighted average number of shares used in share calculation
    8,778,193  
    4,094,618  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
(1) Financial information has been retrospectively adjusted for the acquisition of Dolphin Films, Inc. See Notes 1 and 4
       
 
 
 
 
F-3
 
 
 
DOLPHIN DIGITAL MEDIA INC. AND SUBSIDIARIES
 
 
 Consolidated Statements of Cash Flows
 
 
For the years ended December 31, 2016 and 2015
 
 
 
2016
 
 
2015 (1)
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
Net loss
  $ (37,189,679 )
  $ (8,836,362 )
Adjustments to reconcile net loss to net cash used in operating activities:
       
       
   Depreciation
    20,225  
    24,826  
   Amortization of capitalized production costs
    7,822,549  
    1,672,120  
   Impairment of capitalized production costs
    2,075,000  
    861,825  
   Loss on extinguishment of debt
    9,601,933  
    -  
   Warrant issuance
    7,394,850  
    -  
   Change in fair value of derivative liability
    (2,195,542 )
    -  
Changes in operating assets and liabilities:
       
       
 
       
       
  Accounts receivable
    (3,668,646 )
    -
   Other current assets
    161,250  
    (265,616 )
   Prepaid expenses
    72,518  
    (7,679 )
   Capitalized production costs
    619,206  
    (2,736,321 )
   Deposits
    (863,998 )
    -  
   Deferred revenue
    (1,371,687 )
    -  
   Accrued compensation
    185,000  
    315,000  
   Accounts payable
    (1,393,296 )
    784,829  
   Other current liabilities
    3,757,873  
    1,121,876  
   Warrant liability
    50,000  
    -  
Net Cash Used in Operating Activities
    (14,922,444 )
    (7,065,502 )
CASH FLOWS FROM INVESTING ACTIVITIES:
       
       
  Restricted cash
    (1,250,000 )
    -
Purchase of furniture and equipment
    -  
    (2,549 )
Net Cash Used In Investing Activities
    (1,250,000 )
    (2,549 )
CASH FLOWS FROM FINANCING ACTIVITIES:
       
       
Proceeds from Loan and Security agreement
    12,500,000  
    2,610,000  
Repayment of Loan and Security agreement
    (410,000 )
    (405,219 )
Proceeds from production loan
    -  
    440,130  
Repayment of production loan
    (4,263,602 )
    -  
Proceeds from convertible note payable
    -  
    3,164,000  
Sale of common stock
    7,500,000  
    -  
Advances from related party
    320,000  
    6,583,436  
Repayment to related party
    (1,204,093 )
    (3,324,686 )
Net Cash Provided by Financing Activities
    14,442,305
 
    9,067,661  
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (1,730,139 )
    1,999,610  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    2,392,685  
    393,075  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 662,546  
  $ 2,392,685  
 
       
       
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
 
       
 
       
       
Interest paid
  $ 156,666  
  $ 1,635,814  
 
       
       
 
SUPPLEMENTAL DISCLOSURES OF NON CASH FLOW INFORMATION:
 
       
Refinance of related party debt to third party debt
  $ -  
  $ 8,774,337  
Conversion of related party debt and interest to shares of common stock
  $ 3,073,410  
  $ -  
Conversion of convertible debt
  $ 3,164,000  
  $ -  
Conversion of loan and security agreements, including interest, into shares of common stock
  $ 22,091,388  
  $ -  
Conversion of loan and security agreements converted to warrants to purchase shares of common stock.
  $ 7,034,990  
  $ -  
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
(1) Financial information has been retrospectively adjusted for the acquisition of Dolphin Films, Inc. See Notes 1 and 4
 

 
 
 
F-4
 
 
 
Dolphin Digital Media Inc. and Subsidiaries
 
 
Consolidated Statements of Changes in Stockholders' Deficit
 
 
For the year ended December 31, 2016
 
 
 
 
 
 
 
 
 
     
 
           
 
 
Additional
 
 
 
 
 
 
 
 
Total
 
 
 
Preferred Stock
 
 
Common Stock
 
 
Paid-in
 
 
Noncontrolling
 
 
Accumulated
 
 
Stockholders
 
 
 
Shares
 
 
Amount
 
  Shares  
 
Amount
 
 
Capital
 
 
interest
 
 
Deficit
 
 
Deficit
 
 
 
 
 
 
 
 
     
 
           
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2014
    4,343,000  
  $ 232,043  
    4,094,618  
  $ 61,419  
  $ 26,480,240  
  $ 2,995,249  
  $ (53,761,626 )
  $ (23,992,675 )
Net loss for the year ended December 31, 2015
    -  
    -  
    -  
    -  
    -  
    -  
    (8,836,362 )
    (8,836,362 )
Income attributable to the noncontrolling interest
    -  
    -  
    -  
    -  
    -  
    17,440  
    (17,440 )
    -  
Return of capital to noncontrolling member
    -  
    -  
    -  
    -  
    -  
    (34,881 )
    -  
    (34,881 )
Balance December 31, 2015
    4,343,000  
  $ 232,043  
    4,094,618  
  $ 61,419  
  $ 26,480,240  
  $ 2,977,808  
  $ (62,615,428 )
  $ (32,863,918 )
Net loss for the year ended December 31, 2016
    -  
    -  
    -  
    -  
    -  
    -  
    (37,189,679 )
    (37,189,679 )
Income attributable to the noncontrolling interest
    -  
    -  
    -  
    -  
    -  
    7,097  
    (7,097 )
    -  
Return of capital to noncontrolling member
    -  
    -  
    -  
    -  
    -  
    (14,200 )
    -  
    (14,200 )
Acquisition of 25% interest in Dolphin Kids Clubs LLC
    -  
    -  
    -  
    -  
    (921,122 )
    (2,970,705 )
    -  
    (3,891,827 )
Issuance of common stock during the year ended December 31, 2016
    -  
    -  
    375,143  
    5,628  
    1,869,375  
    -  
    -  
    1,875,003  
Extinguishment of debt at a price of $5.00
    -  
    -  
    6,157,960  
    92,369  
    37,190,455  
    -  
    -  
    37,282,824  
Issuance of common stock for convertible debt
       
       
    632,800  
    9,492  
    3,154,508  
       
       
    3,164,000  
Preferred stock dividend related to exchange of Series A for Series B Preferred Stock
    1,000,000  
    100,000  
    -  
    -  
    (5,227,247 )
    -  
    -  
    (5,127,247 )
Issuance and conversion of Series B Preferred
    (3,300,000 )
    (330,000 )