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8-K - CURRENT REPORT - Dolphin Entertainment, Inc. | dlpn_8k.htm |
EXHIBIT 99.1
NASDAQ Ticker: DLPN Dolphin ENTERTAINMENTInvestor Presentation
Cautionary Note on Forward-Looking Statements This presentation contains forward-looking statements. These statements include statements about our plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, the actual results, performance or achievements of Dolphin Entertainment, Inc. (“Dolphin Entertainment,” “we,” “us,” “our,” and, together with our subsidiaries and variable interest entities, the “Company”) may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expression, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management team based on their experience are inherently uncertain. All statements in this presentation regarding our business strategy, future operations, financial position, prospects, business plans and objectives, as well as information concerning industry trends and expected actions of third parties, are forward-looking statements. All forward-looking statements speak only as of the date as of which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. The following factors, among others, could cause actual results to differ materially from those set forth in this presentation:our ability to realize the anticipated benefits of the 42West acquisition, including synergies, expanded interrelated service offerings, growth and increased revenues;our ability to accurately predict 42West’s clients’ acceptance of our differentiated business model that offers interrelated services;our ability to profitably exploit the transferability of 42West’s skills and experience to related business sectors;our ability to successfully identify and complete acquisitions in line with our growth strategy, and to realize the anticipated benefits of those acquisitions;our ability to accurately interpret trends and predict future demand in the digital media and film industries;our ability to repay our P&A Loan in accordance with the terms of the agreement so that we will be able to continue to receive revenues from Max Steel;adverse trends and changes in the entertainment or entertainment marketing industries 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/or retain the highly specialized services of the 42West executives and employees and our CEO;availability of financing from our CEO and other investors under favorable terms;our ability to adequately address material weaknesses in internal control over financial reporting; anduncertainties regarding the outcome of pending litigation. A more complete description of these risks and uncertainties can be found in the flings of the Company with the U.S. Securities and Exchange Commission. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date hereof or as otherwise specified herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forwarding-looking statements.
Investment Highlights 42West Consistently Profitable Since Inception Entertainment PR/Marketing Acquisition Opportunities at Accretive Valuations 42West clients include hundreds of A-list celebrities and all 7 major studios Highly predictable revenue from broad customer base: $18.6m FY 2016; $15.1m 9 mos. 2017 Leveraging 3rd party Capital to Produce High Quality Family Content Vertically integrate Entertainment PR/Marketing service businesses to offer a one-stop shop Long established producer of family entertainmentProducer fees reduce capital investment per project to offer risk adjusted upside optionality Pure-Play Beneficiary of Surging Entertainment Content and Marketing Budgets
Company Overview As of March 1, 2018Gross proceeds of $5,011,875 from public offering closed 12/26/17As of 9/30/ 2017Enterprise value was calculated by the sum of the market cap at March 1, minus cash at 9/30/17 and minus cash raised 12/26/17, plus the debt as of 9/30/17. FINANCIAL SNAPSHOT Ticker NASDAQ: DLPN – Uplisted Dec 21, 2017 Stock Price(1) $3.38 Common Stock Outstanding(1) 11.2 million Market Cap(1) $37.86 million Warrants Outstanding(1) 3.1 million Warrants Weighted Avg. Exercise Price(1) $5.09 Cash(2) $2.0 million at 9/30/17; $5.0 million raised 12/26/17 Debt(3) $9.8 million Enterprise Value(4) $40.66 million
Executive Leadership Industry leaders across the entertainment landscape BILL O’DOWD | Chairman and CEOFounded Dolphin Entertainment in 199520 years of experience in the entertainment and digital media industriesEmmy-nominated producer, international distributor, and financier of quality TV and digital programming LESLEE DART | Co-CEO, 42WestFounded 42West in 2004Previously at Rogers & Cowan, PMKPublicity campaigns for over 300 films and TV shows, including The Wolf of Wall Street, HBO’s True Detective AMANDA LUNDBERG | Co-CEO, 42WestPreviously ran Worldwide PR for both MGM and The Weinstein CompanyHundreds of publicity, festival and Academy Awards campaigns including HBO’s The Jinx, Mission: Impossible Rogue Nation, The Martian MIRTA A. NEGRINI | CFO and COOServed as CFO and COO of Dolphin Entertainment since 201330+ years of experience in private and public accountingPreviously partner of Gilman & Negrini, P.A. ALLAN MAYER | Director & Co-CEO, 42WestPreviously at Sitrick, former journalist/publisher/author at WSJ, Newsweek and Simon & SchusterAdvisor to media companies, sports franchises, entertainment luminaries
Attractive Market Opportunity $25B+in marketing spend to promote content(2) $50B+in content budgets across Film, TV, Digital(1) New entrants committed to content: Netflix ($8B), Amazon ($4.5B), Hulu ($1.5B), Facebook ($1B) and Apple ($1B) Positioned to Capitalize on the “Golden Age of Content” Source: Collection of reports from Time Warner, Viacom, Disney, Sony, Comcast/NBC/Universal, Lionsgate, Netflix, New York Times, filmla.comSource: TechCrunch and Management estimates; assumes 25% of $79B TV Ad Spend for 2015 devoted to support content, plus estimated $5 billion of spend on film
42West: Revenue Mix Diversified, highly visible revenue streams serving rapidly expanding entertainment content budgets Talent ($5-15k per client per month)Entertainment Marketing ($25-500k per project)Strategic Communications ($10-50k per client per month) 2016 REVENUE BY SERVICE OFFERING
42West: Our Client Roster 42West represents more than 250 of the biggest names in entertainment Alanis MorissetteBob OdenkirkCara DelevingneCharlize TheronChristine TeigenConan O'BrienDemi LovatoDemi MooreDiane KrugerDr. DreEddie RedmayneEllen PompeoEmma StoneFrancis Ford CoppolaGabrielle UnionHalle BerryHayden PanettiereIdris ElbaJennifer GarnerJessica BielJoe JonasJohn LegendJohnny KnoxvilleJude Law Kerry WashingtonKhloe KardashianKylie JennerMaggie GyllenhaalMartin ScorseseMeryl StreepMichael JordanMindy KalingNeil DiamondNicole KidmanPenelope CruzPharrell WilliamsQueen LatifahReese WitherspoonRicky GervaisRihannaRosario DawsonSara BareillesSofia VergaraTaraji P. HensonTom CruiseTom HanksWill SmithWoody Allen Hundreds of Oscar and Emmy winners and nomineesTV and film, major recording artists, models, theatre actors, directors, authors, producers and athletes
42West: Our Corporate Clients Industry-leading list of corporate clients across the entertainment industry Studios All seven major studios and every major independent film distributor Television Every foremost subscription-video-on-demand serviceDigital Disruptors Several leading digital platforms, including the world’s largest social network
42West: Industry Leading Accolades More award winners than any other firm since founding 5 Academy-Award Best Picture Winners Blockbuster Films Grammy Award Winning Musicians
42West: Accretive M&A Growth Opportunity Highly fragmented landscape with opportunities to vertically integrate service companies at accretive valuations Social Media Marketing Firms Event Marketing Firms Entertainment Research Firms PR Agencies in other verticals
Content Strategy Built on Founder Track Record CEO led production and distribution of highly successful children's TV programs(1) Nickelodeon's highest- rated show Emmy nominated100+ SKU’s in retail Hit Nickelodeon propertyTremendous re-run successCareer launch pad for cast Stars Molly Ringwald and Jason Priestley Premiered Mother’s Day 2016 on Family Channel CanadaWon 2017 KidScreen Award for Best New Tween/Teen Series(3) Emmy-nominated producer of world class televisionDistributed in over 100 countries (2)1st unscripted show, premiered on the Oprah Winfrey Network Shows represented were developed by private, predecessor company to Dolphin Entertainment that was owned and operated by Bill O'DowdSources: BusinessWire and NewBay Media(3) Global children's television’s highest honor
Anticipated Film Slate Disciplined budgets with strong promotional hooks and partners Remake of iconic 1986 MGM hockey movieStarred Rob Lowe, Patrick Swayze, Keanu Reeves Female driven Rom-Com centered around fantasy football seasonPromotional partnership with the NFL Female driven teen Romantic ComedyFocused on the wildly popular trend of over-the-top prom proposals
Risk-Averse Production Strategy Production Budget $8,000,000 Location Tax Credits (Provided Before Filming) $(2,000,000) Net Cash Necessary for Production Budget $6,000,000 3rd-Party Investor (e.g. Distributor) for 50% Equity in Film $3,000,000 Producer’s Fee for Dolphin within Production Budget (Credit Towards Investment) $1,500,000 Net Capital Investment By Dolphin $1,500,000 Sample Dolphin Production Budget Dolphin leverages tax credits and partner capital to limit capital investment while maintaining significant upside For illustrative purposes only. Actual budgets may vary widely.
Risk-Averse Production Strategy Production Budget $8,000,000 Location Tax Credits (Provided Before Filming) $(2,000,000) Net Cash Necessary for Production Budget $6,000,000 3rd-Party Investor (e.g. Distributor) for 50% Equity in Film $3,000,000 Producer’s Fee for Dolphin within Production Budget (Credit Towards Investment) $1,500,000 Net Capital Investment By Dolphin $1,500,000 Sample Dolphin Production Budget Dolphin leverages tax credits and partner capital to limit capital investment while maintaining significant upside For illustrative purposes only. Actual budgets may vary widely.
Sample Film Revenue Waterfall (1) Other revenue streams include US home video, Video on Demand, Pay-per-view, electronic sell-through, pay TV, subscription video on demand, Network/Free TV (Basic Cable, etc.). (2) Total Distribution costs include the distributor's fee, US home video costs and residuals.(3) Assumes that $6MM of cash will be needed for the production of the film., net of incentive tax credits and international sales.(4) Average of Wide-Release, PG/PG-13 Films by Independent Distributors between 2012-2016(5) For illustrative purposes only. Actual budgets may vary widely. Fixed production risk per film of $6M (*With $3M provided by Producer)Controlled budgets allow for strong ROI at average box office resultsCommercial properties with strong marketing hooks will maximize 42West PR and marketing capabilities, providing opportunities for “hit” outcomes *Values in Thousands (000) AVERAGE(4) US Box Office $25,000 $30,000 $34,000 $40,000 $45,000 $50,000 $75,000 $100,000 Gross Theatrical Revenue 10,750 13,200 15,300 18,000 20,700 23,000 36,000 48,500 All Other Revenue(1) 24,500 28,825 32,235 37,875 41,975 45,975 63,125 79,625 Gross Distributor Revenue 35,250 42,025 47,535 55,875 62,675 68,975 99,125 128,125 Total distribution costs(2) (10,384) (12,285) (13,848) (16,284) (18,183) (20,021) (28,622) (36,999) Prints & advertising (P&A) Costs (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) Interest on P&A costs (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) Gross Producer Revenue 2,866 7,740 11,687 17,591 22,492 26,954 48,503 69,126 Recoupment of equity investment(3) (3,134) (6,000) (6,000) (6,000) (6,000) (6,000) (6,000) (6,000) Interest on equity investment - (600) (600) (600) (600) (600) (600) (600) Gross Profits - 1,140 5,087 10,991 15,892 20,354 41,903 62,526 Other profit participants (50%) - (570) (2,544) (5,496) (7,946) (10,177) (20,952) (31,263) PRODUCER PROFITS (50%) 570 2,544 5,496 7,946 10,177 20,952 31,263 Indicative Potential Payout Scenarios for Producers
Financial Summary Pro forma income statement balances are presented as if acquisition of 42West had occurred on January 1, 2017 instead of March 30, 2017.Net income includes gains from extinguishment of debt and changes in the fair value of warrant and other derivative liabilitiesDoes not include gross proceeds of $5,011,875 from public offering closed December 26, 2017 Pro Forma Income Statement and Consolidated Balance Sheets (1)(unaudited) USD Consolidated Pro Forma for the nine months ended September 30, 2017(1) Revenue $19,862,073 Operating Costs $18,193,799 Operating Income $1,668,274 Net Income(2) $10,714,571 USD As of September 30, 2017 Cash(3) $1,957,235 Total Assets $33,762,220 Debt $9,823,713 Total Liabilities $31,028,526 Shareholders’ Equity $2,733,694
Significant Insider Beneficial Ownership Insider Beneficial Ownership As Of March 1, 2018 DIRECTORS COMMON STOCK % OUTSTANDING Bill O’Dowd (President & CEO) 1,802,843 15.9% Michael Espensen 278 * Nelson Famadas 1,993 * Allan Mayer (Co-CEO of 42West) 473,252 4.2% Mirta A Negrini (CFO) - * Justo Pozo 1,215,332 10.8% Nicholas Stanham 38,434 * All Directors 3,532,131 29.9% 5% HOLDERS Stephen L. Perrone 2,050,000 17.9% T Squared Partners LP 1,160,231 9.9% Alvaro and Lileana de Moya 603,742 5.3%
THANK YOU NASDAQ Ticker: DLPN