Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Genius Brands International, Inc. | |
Entity Central Index Key | 1,355,848 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,516,969 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Current Assets: | |||
Cash and Cash Equivalents | $ 6,223,073 | $ 6,929,399 | |
Restricted Cash | 237 | 568,673 | |
Accounts Receivable, net | 2,314,983 | 2,893,902 | |
Other Receivable | 0 | 160,545 | |
Inventory, net | 17,053 | 17,589 | |
Prepaid and Other Assets | 299,618 | 264,818 | |
Total Current Assets | 8,854,964 | 10,834,926 | |
Property and Equipment, net | 77,705 | 94,666 | |
Accounts Receivable | 1,125,000 | 1,687,500 | |
Other Receivables | 0 | 96,327 | |
Film and Television Costs, net | 4,336,217 | 2,777,088 | |
Lease Deposits | 358,103 | 0 | |
Intangible Assets, net | 1,864,639 | 1,856,280 | |
Goodwill | 10,365,805 | 10,365,805 | |
Total Assets | 26,982,433 | 27,712,592 | |
Current Liabilities: | |||
Accounts Payable | 458,372 | 453,201 | |
Accrued Expenses | [1] | 2,405,987 | 1,717,970 |
Deferred Revenue | 294,884 | 453,927 | |
Accrued Salaries and Wages | 174,227 | 168,549 | |
Disputed Trade Payable | [2] | 925,000 | 925,000 |
Total Current Liabilities | 4,258,470 | 3,718,647 | |
Long Term Liabilities: | |||
Deferred Revenue | 4,440,956 | 4,631,456 | |
Production Loan Facility, net | 2,689,320 | 4,322,643 | |
Total Liabilities | 11,388,746 | 12,672,746 | |
Stockholders' Equity: | |||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, respectively; 3,530 and 3,530 shares issued and outstanding, respectively | 4 | 4 | |
Common Stock, $0.001 par value, 233,333,334 shares authorized, respectively; 8,202,794 and 7,610,794 shares issued and outstanding, respectively | 8,203 | 7,611 | |
Common Stock to Be Issued | 24 | 24 | |
Additional Paid in Capital | 58,232,423 | 56,588,822 | |
Accumulated Deficit | (42,641,849) | (41,551,497) | |
Accumulated Other Comprehensive (Loss) | (5,118) | (5,118) | |
Total Equity | 15,593,687 | 15,039,846 | |
Total Liabilities & Stockholders' Equity | $ 26,982,433 | $ 27,712,592 | |
[1] | Other Accrued Expenses include estimates of expenses incurred but not yet recorded. The increase in Other Accrued Expenses from the year ended December 31, 2016 to December 31, 2017 relates to estimates of final dubbing costs and participation expense related to our Llama Llama property. | ||
[2] | As part of the Merger in 2013, the Company assumed certain liabilities from a previous member of A Squared which has claimed certain liabilities totaling $925,000. The Company disputes the basis for this liability. As of March 31, 2017, the Company believes that the statute of limitations applicable to the assertion of any legal claim relating to the collection of these liabilities has expired and therefore believes this liability is uncollectible. The Company is working with the counterparty to extinguish this liability. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 233,333,334 | 233,333,334 |
Common Stock, shares issued | 8,202,794 | 7,610,794 |
Common Stock, shares outstanding | 8,202,794 | 7,610,794 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 3,530 | 3,530 |
Preferred stock shares outstanding | 3,530 | 3,530 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Television & Home Entertainment | $ 3,754 | $ 43,373 |
Licensing & Merchandising | 66,812 | 153,213 |
Kid Genius Networks | 22,009 | 1,505 |
Product Sales | 638 | 0 |
Total Revenues | 93,213 | 198,091 |
Operating Expenses: | ||
Marketing and Sales | 60,980 | 89,504 |
Direct Operating Costs | (26,749) | 23,069 |
General and Administrative | 1,322,452 | 1,400,925 |
Total Operating Expenses | 1,356,683 | 1,513,498 |
Loss from Operations | (1,263,470) | (1,315,407) |
Other Income (Expense): | ||
Other Income | 279 | 26 |
Interest Expense | (273) | (853) |
Net Other Income (Expense) | 6 | (827) |
Loss before Income Tax Expense | (1,263,464) | (1,316,234) |
Income Tax Expense | 0 | 0 |
Net Loss | $ (1,263,464) | $ (1,316,234) |
Net Loss per Common Share (Basic and Diluted) | $ (0.18) | $ (0.26) |
Weighted Average Shares Outstanding (Basic and Diluted) | 6,856,517 | 5,020,154 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net Loss | $ (1,263,464) | $ (1,316,234) |
Other Comprehensive Income (Loss), Net of Tax: | ||
Unrealized Gain (Loss) on Foreign Currency Translation | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax: | 0 | 0 |
Comprehensive Income (Loss) | $ (1,263,464) | $ (1,316,234) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (1,263,464) | $ (1,316,234) |
Adjustments to reconcile net loss to net cash Provided in Operating Activities: | ||
Amortization of Film and Television Costs | 26,738 | 4,605 |
Depreciation and Amortization Expense | 32,274 | 34,630 |
Bad Debt Expense | 2,400 | 0 |
Stock Issued for Services | 0 | 100,000 |
Stock Compensation Expense | 47,852 | 221,992 |
Decrease (Increase) in Operating Assets | ||
Accounts Receivable, net | 1,139,019 | (319,161) |
Other Receivables | 256,872 | 0 |
Inventory | 536 | (16,010) |
Prepaid Expenses & Other Assets | (49,474) | (60,642) |
Lease Deposits | (358,103) | 0 |
Film and Television Costs, net | (928,289) | (937,535) |
Increase (Decrease) in Operating Liabilities | ||
Accounts Payable | (91,877) | (322,236) |
Accrued Salaries | 5,678 | 27,102 |
Deferred Revenue and Advances | 59,607 | 230,157 |
Other Accrued Expenses | (93,876) | 7,122 |
Net Cash Used in Operating Activities | (1,214,107) | (2,346,210) |
Cash Flows from Investing Activities: | ||
Investment in Intangible Assets | (21,358) | 0 |
Investment in Fixed Assets | (2,314) | 0 |
Net Cash Used in Investing Activities | (23,672) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from Warrant Exchange, Net | 0 | 3,400,658 |
Proceeds from Sale of Common Stock, net | 1,596,340 | 0 |
Repayment of Production Facility, net | (1,633,323) | 1,284,728 |
Net Cash (Used in) Provided by Financing Activities | (36,983) | 4,685,386 |
Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | (1,274,762) | 2,339,176 |
Beginning Cash, Cash Equivalents, and Restricted Cash | 7,498,072 | 2,887,921 |
Ending Cash, Cash Equivalents, and Restricted Cash | 6,223,310 | 5,227,097 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 0 | 853 |
Schedule of non-cash financing and investing activites: | ||
Issuance of Common Stock for services rendered | 780,000 | 0 |
Issuance of Common Stock in Relation to Sony Transaction | $ 0 | $ 1,489,583 |
1. Organization and Business
1. Organization and Business | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Business | Note 1: Organization and Business - Organization and Nature of Business Genius Brands International, Inc. (“we,” “us,” “our,” or the “Company”) is a global content and brand management company that creates and licenses multimedia content. Led by proven industry leaders, the Company distributes its content in all formats as well as a broad range of consumer products based on its characters. In the children's media sector, the Company’s portfolio features “content with a purpose” for toddlers to tweens, which provides enrichment as well as entertainment, including the award-winning Baby Genius, Rainbow Rangers Llama Llama SpacePop Thomas Edison's Secret Lab® Secret Millionaires Club, In addition, the Company acts as licensing agent for Llama Llama, leveraging its existing licensing infrastructure to expand this brand into new product categories, new retailers, and new territories. The Company commenced operations in 2006, assuming all the rights and obligations of its then Chief Executive Officer, under an Asset Purchase Agreement between the Company and Genius Products, Inc., in which the Company obtained all rights, copyrights, and trademarks to the brands “Baby Genius,” “Kid Genius,” “123 Favorite Music” and “Wee Worship,” and all then existing productions under those titles. In 2011, the Company reincorporated in Nevada and changed its name to Genius Brands International, Inc. In connection with the Reincorporation, the Company changed its trading symbol to “GNUS.” In 2013, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with A Squared Entertainment LLC, a Delaware limited liability company (“A Squared”), A Squared Holdings LLC, a California limited liability company and sole member of A Squared (the “Parent Member”) and A2E Acquisition LLC, its newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). Upon closing of the transactions, A Squared, as the surviving entity, became a wholly-owned subsidiary of the Company. On November 4, 2016, the Company filed a certificate to change its Articles of Incorporation to effect a reverse split on a one-for-three basis (the “2016 Reverse Split”). The 2016 Reverse Split became effective on November 9, 2016. All common stock share and per share information in this Quarterly Report on Form 10-Q (“Form 10-Q”), including the accompanying consolidated financial statements and notes thereto, have been adjusted to reflect retrospective application of the 2016 Reverse Split, unless otherwise indicated. Liquidity Historically, the Company has incurred net losses. For the three months ended March 31, 2018 and March 31, 2017, the Company reported net losses of $1,263,464 and $1,316,234 respectively. The Company reported net cash used in operating activities of $1,214,107 and $2,346,210 for the three months ended March 31, 2018, and March 31, 2017, respectively. As of March 31, 2018, the Company had an accumulated deficit of $42,641,849 and total stockholders’ equity of $15,593,687. At March 31, 2018, the Company had current assets of $8,854,964, including cash, cash equivalents, and restricted cash of $6,223,310 and current liabilities of $4,258,470, including certain trade payables of $925,000 to which the Company disputes the claim. The Company had working capital of $4,596,494 as of March 31, 2018 compared to working capital of $7,116,279 as of December 31, 2017. On January 8, 2018, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company sold approximately $1,800,000 of common stock and warrants to such investors (the “January 2018 Private Placement”). The Company issued and sold warrants to purchase 592,000 shares of common stock at an exercise price of $3.00 per share. While the Company believes that its cash balances and working capital combined with its production facility and deal pipeline will be sufficient to fund operations for the next twelve months, there can be no assurance that cash flows from operations will continue to improve in the near future. If the Company is unable to attain profitable operations and attain positive operating cash flows, it may need to (i) seek additional funding, (ii) scale back its development or production plans, or (iii) reduce certain operations. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying 2018 and 2017 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Genius Brands International, Inc., its wholly-owned subsidiaries A Squared and Llama Productions as well as its interest in Stan Lee Comics, LLC (“Stan Lee Comics”). All significant inter-company balances and transactions have been eliminated in consolidation. The financial statements have been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 Business Combinations. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid debt instruments with initial maturities of three months or less to be cash equivalents. As of March 31, 2018, and 2017 Restricted Cash totaled $237 and $568,673 respectively, which represents funds held in a cash account to be used solely for the production of Llama Llama Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheets net of estimated uncollectible amounts. The Company assesses its accounts receivable balances on a quarterly basis to determine collectability and records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses based on historical experience and future expectations. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company had an allowance for doubtful accounts of $110,658 as of both March 31, 2018 and December 31, 2017. Inventories Inventories are stated at the lower of average cost or net realizable value and consist of finished goods such as DVDs, CDs and other products. A reserve for slow-moving and obsolete inventory is established for all inventory deemed potentially non-saleable. The current inventory is considered properly valued and saleable. The Company concluded that there was an appropriate reserve for slow moving and obsolete inventory of $26,097 at both March 31, 2018 and December 31, 2017. Property and Equipment Property and equipment are recorded at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to seven years. Maintenance, repairs, and renewals, which neither materially add to the value of the assets nor appreciably prolong their lives, are charged to expense as incurred. Gains and losses from any dispositions of property and equipment are reflected in the statement of operations. Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired in business combinations accounted for by the purchase method. In accordance with FASB ASC 350 Intangibles Goodwill and Other, goodwill and certain intangible assets are presumed to have indefinite useful lives and are thus not amortized, but subject to an impairment test annually or more frequently if indicators of impairment arise. The Company completes the annual goodwill and indefinite-lived intangible asset impairment tests at the end of each fiscal year. To test for goodwill impairment, we are required to estimate the fair market value of each of our reporting units, of which we have one. While we may use a variety of methods to estimate fair value for impairment testing, our primary method is discounted cash flows. We estimate future cash flows and allocations of certain assets using estimates for future growth rates and our judgment regarding the applicable discount rates. Changes to our judgments and estimates could result in a significantly different estimate of the fair market value of the reporting units, which could result in an impairment of goodwill or indefinite lived intangible assets in future periods. Other intangible assets have been acquired, either individually or with a group of other assets, and were initially recognized and measured based on fair value. Annual amortization of these intangible assets is computed based on the straight-line method over the remaining economic life of the asset. Film and Television Costs The Company capitalizes production costs for episodic series produced in accordance with FASB ASC 926-20 Entertainment-Films - Other Assets - Film Costs. Accordingly, production costs are capitalized at actual cost and then charged against revenue based on the initial market revenue evidenced by a firm commitment over the period of commitment. The Company expenses all capitalized costs that exceed the initial market firm commitment revenue in the period of delivery of the episodes. The Company capitalizes production costs for films produced in accordance with FASB ASC 926-20 Entertainment - Films - Other Assets - Film Costs. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized production costs annually and limits recorded amounts by their ability to recover such costs through expected future sales. Additionally, for both episodic series and films, from time to time, the Company develops additional content, improved animation and bonus songs/features for its existing content. After the initial release of the film or episodic series, the costs of significant improvement to existing products are capitalized while routine and periodic alterations to existing products are expensed as incurred. Revenue Recognition On January 1, 2018, the Company adopted the new accounting standard ASC 606 (Topic 606), Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, (Topic 605). Accordingly, on January 1, 2018 the Company recorded a cumulative effect adjustment to beginning accumulated deficit in the amount of $173,112. The impact to our financial statements for the three months ended March 31, 2018 resulting from the adoption of Topic 606 as of January 1, 2018 was a reduction of revenue in the amount $68,184 and a corresponding reduction in costs in the amount of $10,099 from the amounts reported. The amounts prior to adoption were not recognized pursuant to Topic 606 and would have been reported pursuant to Topic 605. Changes to the opening balances in prepaid and other assets, film and television costs, total assets, accrued expenses, deferred revenue and total liabilities resulting from the adoption of the new guidance were as follows (thousands): December 31, Impact of January 1, Prepaid and Other Assets $ 265 $ (15 ) $ 250 Film and Television Costs, net 2,777 (219 ) 2,558 Total assets 27,713 (234 ) 27,479 Accrued Expenses 1,718 2 1,720 Deferred Revenue 5,085 (409 ) 4,676 Total liabilities 12,673 (407 ) 12,266 The Company performed its analysis of its existing revenue contracts and has completed its new revenue accounting policy documentation under the new standard. The Company has identified the following six material and distinct performance obligations: · License rights to exploit Functional Intellectual Property (Functional Intellectual Property or “functional IP” is defined as intellectual property that has significant standalone functionality, such as the ability be played or aired. Functional intellectual property derives a substantial portion of its utility from its significant standalone functionality.) · License rights to exploit Symbolic Intellectual Property (Symbolic Intellectual Property or “symbolic IP” is intellectual property that is not functional as it does not have significant standalone use and substantially all of the utility of symbolic IP is derived from its association with the entity’s past or ongoing activities, including its ordinary business activities, such as the Company’s licensing and merchandising programs associated with its animated content.) · Options to renew or extend a contract at fixed terms. (While this performance obligation is not significant for the Company’s current contracts, it could become significant in the future.) · Options on future seasons of content at fixed terms. (While this performance obligation is not significant for the Company’s current contracts, it could become significant in the future.) · Fixed fee advertising revenue generated from the Genius Brands Network · Variable fee advertising revenue generated from the Genius Brands Network As a result of the change, beginning January 1, 2018, the Company began recognizing revenue related to licensed rights to exploit functional IP in two ways. For minimum guarantees, the Company recognizes fixed revenue upon delivery of content and the start of the license period. For functional IP contracts with a variable component, the Company estimates revenue such that it is probable there will not be a material reversal of revenue in future periods. Revenue under these types of contracts was previously recognized when royalty statements were received. The Company began recognizing revenue related to licensed rights to exploit symbolic IP substantially similarly to functional IP. Although it has a different recognition pattern from functional IP, the valuation method is substantially the same, depending on the nature of the license. The Company sells advertising on its Kid Genius channel in the form of either flat rate promotions or impressions served. For flat rate promotions with a fixed term, the Company recognizes revenue when all five revenue recognition criteria under FASB ASC 606 are met. For impressions served, the Company delivers a certain minimum number of impressions on the channel to the advertiser for which the advertiser pays a contractual CPM per impression. Impressions served are reported to the Company on a monthly basis, and revenue is reported in the month the impressions are served. The Company recognizes revenue related to product sales when (i) the seller’s price is substantially fixed, (ii) shipment has occurred causing the buyer to be obligated to pay for product, (iii) the buyer has economic substance apart from the seller, and (iv) there is no significant obligation for future performance to directly bring about the resale of the product by the buyer. Direct Operating Costs Direct operating costs include costs of our product sales, non-capitalizable film costs, film and television cost amortization expense, and participation expense related to agreements with various animation studios, post-production studios, writers, directors, musicians or other creative talent with which we are obligated to share net profits of the properties on which they have rendered services. Share-Based Compensation As required by FASB ASC 718 - Stock Compensation, the Company recognizes an expense related to the fair value of our share-based compensation awards, including stock options, using the Black-Scholes calculation as of the date of grant. The Company has elected to use the graded attribution method for awards which are in-substance, multiple awards based on the vesting schedule. Earnings Per Share Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding, plus the assumed exercise of all dilutive securities using the treasury stock or “as converted” method, as appropriate. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. Income Taxes Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. Concentration of Risk The Company’s cash is maintained at two financial institutions and from time to time the balances for this account exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of March 31, 2018, the Company had three accounts with a combined uninsured balance of $5,723,310. As of December 31, 2017, the Company had four accounts with a combined uninsured balance of $6,998,072. For the three months ended March 31, 2018, the Company had two customers whose total revenue each exceeded 10% of the total consolidated revenue. The Company had one customer who accounted for 98% of accounts receivable balance as of March 31, 2018. Fair value of financial instruments The carrying amounts of cash, receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term maturity of the instruments. The carrying amount of the Production Loan Facility approximates fair value since the debt carries a variable interest rate that is tied to either the current Prime or LIBOR rates plus an applicable spread. We adopted FASB ASC 820 as of January 1, 2008, for financial instruments measured at fair value on a recurring basis. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. 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. FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases.” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We have prospectively adopted ASU 2016-18 in our 2017 financial statements. The impact to our consolidated financial position, results of operations and cash flows was minimal. In January 2017, the FASB issued Accounting Standards Update 2017-04, “Simplifying the Test for Goodwill Impairment,” which requires an entity to perform a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective January 1, 2020, with early adoption as of January 1, 2017 permitted. In May 2017, the FASB issued Accounting Standard Update 2017-09, “Compensation-Stock Compensation: Scope of Modification Accounting,” which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. The standard is effective beginning January 1, 2018, with early adoption permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. Various other accounting pronouncements have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries and are not expected to have a material effect on our financial position, results of operations, or cash flows. |
3. Property and Equipment, Net
3. Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3: Property and Equipment, Net The Company has property and equipment as follows as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Furniture and Equipment $ 12,385 $ 12,385 Computer Equipment 119,570 117,256 Leasehold Improvements 176,903 176,903 Software 15,737 15,737 Property and Equipment, Gross 324,595 322,281 Less Accumulated Depreciation (246,890 ) (227,615 ) Property and Equipment, Net $ 77,705 $ 94,666 During the three months ended March 31, 2018 and 2017, the Company recorded depreciation expense of $19,275 and $16,933, respectively. |
4. Film and Television Costs, n
4. Film and Television Costs, net | 3 Months Ended |
Mar. 31, 2018 | |
Film And Television Costs Net | |
Film and Television Costs, net | Note 4: Film and Television Costs, Net As of March 31, 2018, the Company had net Film and Television Costs of $4,336,217 compared to $2,777,088 at December 31, 2017. The increase relates primarily to the production and development of Rainbow Rangers Thomas Edison’s Secret Lab SpacePop and Llama Llama. During the three months ended March 31, 2018 and 2017, the Company recorded Film and Television Cost amortization expense of $26,738 and $4,605, respectively. The following table highlights the activity in Film and Television Costs of March 31, 2018, and December 31, 2017: Total Film and Television Costs, Net as of December 31, 2016 $ 2,260,964 Additions to Film and Television Costs 2,863,076 Capitalized Interest 187,883 Film Amortization Expense (2,534,835 ) Film and Television Costs, Net as of December 31, 2017 2,777,088 Additions to Film and Television Costs 1,766,865 Capitalized Interest 42,919 Film Amortization Expense (250,655 ) Film and Television Costs, Net as of March 31, 2018 $ 4,336,217 |
5. Goodwill and Intangible Asse
5. Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 5: Goodwill and Intangible Assets, Net Goodwill In connection with the Merger in 2013, the Company recognized $10,365,805 in Goodwill, representing the excess of the fair value of the consideration for the Merger over net identifiable assets acquired. Pursuant to FASB ASC 350-20, Goodwill is not subject to amortization but is subject to annual review to determine if certain events warrant impairment to the Goodwill asset. Through March 31, 2018, the Company has not recognized any impairment to Goodwill. Intangible Assets, Net The Company had the following intangible assets as of March 31, 2018, and December 31, 2017: March 31, 2018 December 31, 2017 Identifiable Artistic-Related Assets (a) $ 1,740,000 $ 1,740,000 Trademarks (b) 129,831 129,831 Product Masters (b) 64,676 64,676 Other Intangible Assets (b) 272,529 251,171 Intangible Assets, Gross 2,207,036 2,185,678 Less Accumulated Amortization (c) (342,397 ) (329,398 ) Intangible Assets, Net $ 1,864,639 $ 1,856,280 (a) In connection with the Merger in 2013, the Company acquired $1,740,000 of Identifiable Artistic-Related Assets. These assets, related to certain properties owned by A Squared and assumed by the Company, were valued using an independent firm. Based on certain legal, regulatory, contractual, and economic factors, the Company has deemed these assets to be indefinite-lived. Hence, pursuant to FASB ASC 350-30, these assets are not subject to amortization and are tested annually for impairment. Through March 31, 2018, the Company has not recognized any impairment expense related to these assets. (b) Pursuant to FASB ASC 350-30-35, the Company reviews these intangible assets periodically to determine if the value should be retired or impaired due to recent events. Through March 31, 2018, the Company has not recognized any impairment expense related to these assets. (c) During the three months ended March 31, 2018 and March 31, 2017, the Company recognized $12,999 and $17,697, respectively, in amortization expense related to the Trademarks, Product Masters, and Other Intangible Assets. Expected future intangible asset amortization as of March 31, 2018 is as follows: Fiscal Year: 2018 $ 29,139 2019 30,593 2020 30,013 2021 7,399 2022 1,861 Remaining 4,277 Total $ 103,282 |
6. Deferred Revenue
6. Deferred Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 6: Deferred Revenue As of March 31, 2018, and December 31, 2017, the Company had total short term and long term deferred revenue of $4,735,840 and $5,085,383, respectively. Deferred revenue includes both (i) variable fee contracts with licensees and customers in which the Company had collected advances and minimum guarantees against future royalties and (ii) fixed fee contracts. The Company recognizes revenue related to these contracts when all revenue recognition criteria have been met. Included in the deferred revenue balance as of March 31, 2018 and December 31, 2017 is the $2,000,000 advance against future royalty that Sony paid to the Company in the first quarter of 2016 as well as the remaining portion of the $1,489,583 attributable to the expansion of distribution rights acquired by Sony through the January 2017 Sony Transactions. |
7. Accrued Liabilities - Curren
7. Accrued Liabilities - Current | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities - Current | Note 7: Accrued Liabilities – Current As of March 31, 2018, and December 31, 2017, the Company has the following current accrued liabilities: March 31, 2018 December 31, 2017 Accrued Salaries and Wages (a) $ 174,227 $ 168,549 Disputed Trade Payables (b) 925,000 925,000 Other Accrued Expenses (c) 2,405,987 1,717,970 Total Accrued Liabilities - Current $ 3,505,214 $ 2,811,519 (a) Accrued Salaries and Wages represent accrued vacation payable to employees. (b) As part of the Merger in 2013, the Company assumed certain liabilities from a previous member of A Squared which has claimed certain liabilities totaling $925,000. The Company disputes the basis for this liability. As of March 31, 2018, the Company believes that the statute of limitations applicable to the assertion of any legal claim relating to the collection of these liabilities has expired and therefore believes this liability is uncollectible. (c) Other Accrued Expenses include estimates of expenses incurred but not yet recorded. |
8. Production Loan Facility
8. Production Loan Facility | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Production Loan Facility | Note 8: Production Loan Facility On August 8, 2016, Llama Productions closed a $5,275,000 multiple draw-down, secured, non-recourse, non-revolving credit facility (the “Facility”) with Bank Leumi USA to produce its animated series Llama Llama As of March 31, 2018, the Company had gross outstanding borrowing under the facility of $2,804,764 against which financing costs of $115,444 were applied resulting in net borrowings of $2,689,320. As of December 31, 2017, the Company had gross outstanding borrowing under the facility of $4,436,528 against which financing costs of $113,885 were applied resulting in net borrowings of $4,322,643. |
9. Stockholders' Equity
9. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9: Stockholders’ Equity Common Stock As of March 31, 2018, the total number of authorized shares of common stock was 233,333,334. On October 29, 2015, the Company entered into securities purchase agreements with certain accredited investors pursuant to which the Company sold an aggregate of 1,443,362 shares of its common stock, par value $0.001 per share, and warrants to purchase up to an aggregate of 1,443,362 shares of common stock (the “Original Warrants”) for a purchase price of $3.00 per share and the associated warrants for gross proceeds to the Company of $4,330,000 (“2015 Private Placement”). The closing of the 2015 Private Placement occurred on November 3, 2015. Stock offering costs were $502,218. (See Note 11 for additional information about these warrants.) On October 6, 2016, the Board of Directors of the Company authorized a reverse stock split in preparation for the Company’s anticipated up listing on the NASDAQ Capital Market. On November 4, 2016, the Company filed a certificate of change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect a one-for-three reverse stock split of the Company’s issued and outstanding common stock. As a result of the 2016 Reverse Split, every three shares of the Company’s issued and outstanding common stock were automatically combined and reclassified into one share of the Company’s common stock. The 2016 Reverse Split affected all issued and outstanding shares of common stock, as well as common stock underlying stock options and warrants outstanding. No fractional shares were issued in connection with the 2016 Reverse Split. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share. The total number of authorized shares of common stock was reduced from 700,000,000 to 233,333,334 in conjunction with the 2016 Reverse Split. The 2016 Reverse Split became effective on November 9, 2016. All disclosures of shares and per share data in these consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. On February 9, 2017, the Company entered into a private transaction (the “Private Transaction”) pursuant to a Warrant Exercise Agreement with certain holders of the Company’s existing warrants (the “Original Warrants”). Pursuant to the Warrant Exercise Agreement, the holders of the Original Warrants and the Company agreed that such Original Warrant holders would exercise their Original Warrants in full, and the Company would issue to each such holder new warrants. (See Note 11 for additional information about these warrants.) In association with the Private Transaction, the Company issued 1,171,689 shares of common stock upon exercise of a portion of the Original Warrants for which it received gross proceeds of $3,866,573 and recording offering costs of $465,915 for net proceeds of $3,400,658. On January 8, 2018, the Company entered into the January 2018 Private Placement. Pursuant to a Securities Purchase Agreement, the Company issued to the Investors approximately 592,000 shares of common stock at a per share price of $3.00 and warrants to purchase approximately 592,000 shares of common stock. The warrants were immediately exercisable, will be exercisable for a period of five years from the closing date and have an exercise price of $3.00 per share. The closing of the sale of these securities under the Securities Purchase Agreement occurred on January 10, 2018. As of March 31, 2018, and December 31, 2017, there were 8,202,794 and 7,610,794 shares of common stock outstanding, respectively. Below are the changes to the Company’s common stock during the three months ended March 31, 2018: Preferred Stock The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.001 per share. The Board of Directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. As of March 31, 2018, and December 31, 2017, there were 3,530 and 3,530 shares of Series A Convertible Preferred Stock outstanding, respectively. On May 12, 2014, the Board of Directors authorized the designation of a class of preferred stock as “Series A Convertible Preferred Stock.” On May 14, 2014, the Company filed the Certificate of Designation, Preferences and Rights of the 0% Series A Convertible Preferred Stock with the Secretary of State of the State of Nevada. Each share of the Series A Convertible Preferred Stock is convertible into shares of the Company’s common stock, par value $0.001 per share, based on a conversion calculation equal to the Base Amount divided by the conversion price. The Base Amount is defined as the sum of (i) the aggregate stated value of the Series A Convertible Preferred Stock to be converted and (ii) all unpaid dividends thereon. The stated value of each share of the Series A Convertible Preferred Stock is $1,000 and the initial conversion price is $6.00 per share, subject to adjustment in the event of stock splits, dividends and recapitalizations. Additionally, in the event the Company issues shares of its common stock or common stock equivalents at a per share price that is lower than the conversion price then in effect, the conversion price shall be adjusted to such lower price, subject to certain exceptions. The Company is prohibited from effecting a conversion of the Series A Convertible Preferred Stock to the extent that as a result of such conversion, the investor would beneficially own more than 9.99% in the aggregate of the issued and outstanding shares of the Company’s common stock, calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series A Convertible Preferred Stock. The shares of Series A Convertible Preferred Stock possess no voting rights. On May 14, 2014, we entered into securities purchase agreements with certain accredited investors pursuant to which we sold an aggregate of 6,000 shares of our then newly designated Series A Convertible Preferred Stock at a price of $1,000 per share for gross proceeds to us of $6,000,000. Related to the sale, we incurred offering costs of $620,085 resulting in net proceeds of $5,379,915. The transaction closed on May 15, 2014. As the conversion price of the Series A Convertible Preferred Stock on a converted basis was below the market price of the common shares on the closing date, this resulted in a beneficial conversion feature recorded as an “imputed” dividend of $2,010,000. In addition, during the fourth quarter of 2015, in connection with the 2015 Private Placement in which the Company’s common stock was sold at $3.00 per share, the conversion price of the Series A Convertible Preferred Stock decreased to $3.00. This decrease resulted in an additional beneficial conversion feature of $3,383,850 recognized as of the time of the 2015 Private Placement. In the future, issuance of common stock or the grant of any rights to purchase our common stock or other securities convertible into our common stock for a per share price less than the then existing conversion price of the Series A Convertible Preferred Stock would result in an adjustment to the then current conversion price of the Series A Convertible Preferred Stock. This reduction would give rise to a beneficial conversion feature recorded as an “imputed” dividend. |
10. Stock Options
10. Stock Options | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | Note 10: Stock Options On September 18, 2015, the Company adopted the Genius Brands International, Inc. 2015 Incentive Plan (the “2015 Plan”). The 2015 Plan was approved by our stockholders in September 2015. The 2015 Plan as approved by the stockholders authorized the issuance up to an aggregate of 150,000 shares of common stock. On December 14, 2015, the Board of Directors voted to amend the 2015 Plan to increase the total number of shares that can be issued under the 2015 Plan by 1,293,334 from 150,000 shares to 1,443,334 shares. The increase in shares available for issuance under the 2015 Plan was approved by stockholders on February 3, 2016. On May 18, 2017, the Board of Directors voted to amend the 2015 Plan to increase the total number of shares that can be issued under the 2015 Plan by 223,333 shares from 1,443,334 shares to an aggregate of 1,667,667 shares. The increase in shares available for issuance under the 2015 Plan was approved by the stockholders on July 25, 2017. The following table summarizes the changes in the Company’s stock option plan during the three months ended March 31, 2018: Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Weighted Average Exercise Price per Share Balance at December 31, 2017 1,294,045 $ 2.82 - 12.00 2.99 years $ – $ 8.14 Options Granted – Options Exercised – Options Cancelled – Options Expired – Balance at March 31, 2018 1,294,045 $ 2.82 - 12.00 2.74 years $ – $ 8.14 Exercisable December 31, 2017 1,070,869 $ 2.82 - 9.00 2.96 years $ – $ 7.44 Exercisable March 31, 2018 1,070,869 $ 2.82 - 9.00 2.72 years $ – $ 7.44 During the year ended December 31, 2015, the Company granted options to purchase 1,407,775 shares of common stock to officers, directors, employees, and consultants. These stock options generally vest between one and three years, while a portion vested upon grant. The fair value of these options was determined to be $2,402,460 using the Black-Scholes option pricing model based on the following assumptions: Exercise Price $2.82 - $12.00 Dividend Yield 0% Volatility 100% - 137% Risk-free interest rate 0.89% - 1.25% Expected life of options 2.5 - 3.5 years During the three months ended March 31, 2018, the Company recognized $47,852 in share-based compensation expense. The unvested share-based compensation as of March 31, 2018, was $80,417 which will be recognized through the second quarter of 2019 assuming the underlying grants are not cancelled or forfeited. |
11. Warrants
11. Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 11: Warrants The Company has warrants outstanding to purchase up to 4,099,389 and 3,414,389 shares as of March 31, 2018 and December 31, 2017, respectively. In connection with the sale of the Company’s Series A Convertible Preferred Stock in May 2014, Chardan Capital Markets LLC (“Chardan”) acted as sole placement agent in consideration for which it received a cash fee of $535,000 and a warrant to purchase up to 100,002 shares of the Company’s common stock. These warrants are exercisable immediately, have an exercise price of $6.00 per share, and have a five-year term. In connection with the 2015 Private Placement, the Company issued to accredited investors the Original Warrants to purchase up to an aggregate of 1,443,362 shares of common stock for a purchase price of $3.00 per share. The Original Warrants are exercisable into shares of common stock for a period of five (5) years from issuance at an initial exercise price of $3.30 per share, subject to adjustment in the event of stock splits, dividends and recapitalizations. The Original Warrants are exercisable immediately. The Company is prohibited from effecting an exercise of the warrants to the extent that as a result of such exercise, the holder would beneficially own more than 4.99% (subject to increase up to 9.99% upon 61 days’ notice) in the aggregate of the issued and outstanding shares of common stock, calculated immediately after giving effect to the issuance of shares of common stock upon exercise of the warrant. In connection with the 2015 Private Placement, Chardan acted as sole placement agent in consideration for which it received a cash fee of $300,000 and a warrant to purchase up to 141,668 shares of the Company’s common stock. These warrants are exercisable immediately, have an exercise price of $3.60 per share, and have a five-year term. On February 9, 2017, the Company entered into the Private Transaction pursuant to the Warrant Exercise Agreement with certain holders of the Original Warrants. Pursuant to the Warrant Exercise Agreement, the holders of the Original Warrants and the Company agreed that such Original Warrant holders would exercise their Original Warrants in full, and the Company would issue to each such holder new warrants, with the new warrants being identical to the Original Warrants except that the termination date of such new warrants is February 10, 2022 (the “Reload Warrants”). In addition, depending on the number of Original Warrants exercised by all holders of the Original Warrants, the Company also agreed to issue to the holders another new warrant, identical to the Original Warrant except that the exercise price of such warrant is $5.30 and such warrant is not exercisable until August 10, 2017 (the “Market Price Warrants” and together with the Reload Warrants, the “New Warrants”). The Company received gross proceeds of $3,866,573 from the exercise of the Original Warrants and issued Reload Warrants to purchase an aggregate of 799,991 shares of the Company’s common stock and Market Price Warrants to purchase an aggregate of 371,699 shares of the Company’s common stock. In association with the Private Transaction, the Company recorded warrant exchange expense of $1,402,174 representing the difference in the fair market value of the Original Warrants and the New Warrants, as an adjustment to additional paid - capital. Chardan acted as financial advisor on the Private Transaction in consideration for which Chardan received $363,617 and Chardan and its designees were New Warrants for 115,000 shares of the Company’s common stock. On October 3, 2017, the Company sold, in a registered direct offering, 1,647,691 shares of common stock at an offering price of $3.90 per share and, in a concurrent private placement, warrants to purchase an aggregate of 1,647,691 shares of common stock for gross proceeds of approximately $6,425,995 before deducting the placement agent fee and related offering expenses. On January 10, 2018, the Company issued warrants for 592,000 shares of the Company’s common stock in connection with the January 2018 Private Placement. The warrants were issued to the parties who purchased the Company’s common stock, as well as to Chardan and its designees who acted as placement agents of the deal. The warrants expire in five years and were exercisable immediately at an exercise price of $3.00 per share. The following table summarizes the changes in the Company’s outstanding warrants during the three months ended March 31, 2018: Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Aggregate Intrinsic Value Balance at December 31, 2017 3,414,389 $ 3.30 – 6.00 4.21 years $ 3.92 $ – Warrants Granted 685,000 $ 3.00 4.78 years 3.00 – Warrants Exercised – – – – – Warrants Expired – – – – – Balance at March 31, 2018 4,099,389 $ 3.00 – 6.00 4.10 years $ 3.77 $ – Exercisable December 31, 2017 3,414,389 $ 3.30 – 6.00 4.21 years $ 3.92 $ – Exercisable March 31, 2018 4,099,389 $ 3.00 – 6.00 4.10 years $ 3.77 $ – |
12. Income Taxes
12. Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740 Income Taxes (“Topic 740”), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of March 31, 2018, and December 31, 2017, the Company had no accrued interest or penalties related to uncertain tax positions. On December 22, 2017, the United States federal government enacted the Tax Cuts and Jobs Act (the “2017 Act”). The 2017 Act will have pervasive financial reporting implications for all companies with U.S. operations, including reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent. We reviewed and incorporated the new tax bill implications through 2017 financial statements. We remeasured the deferred taxes at new corporation rate of 21%, which reduced the net deferred tax assets, before valuation allowance, by approximately $2,809,700. Due to full valuation allowance, the change in deferred taxes was fully offset by the change in valuation allowance. The 2017 Act has no significant impact on the financial statements for the three months ended March 31, 2018 or for the year ended Decembert 31, 2017. Due to the complexities of the 2017 Act, the SEC issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Act. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. Any subsequent adjustment to these amounts will be recorded to current tax expense in 2018 when the analysis is complete. The Company files income tax returns in the U.S. federal jurisdiction and in the state of California and Massachusetts. The Company is currently subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities since inception of the Company. |
13. Lease Commitments
13. Lease Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Lease Commitments | Note 13: Lease Commitments Rental expenses incurred for operating leases during the three months ended March 31, 2018 and March 31, 2017 were $35,160 and $35,007, respectively. During the first quarter of 2015, the Company entered into an agreement for new office space to which it relocated its operations upon the expiration of its prior lease. Effective May 1, 2015, the Company began leasing approximately 3,251 square feet of general office space at 301 North Canon Drive, Suite 305, Beverly Hills, California 90210 pursuant to a 35-month sub-lease that commenced on May 1, 2015. The Company will pay $136,542 annually subject to annual escalations of 3%. On February 6, 2018, the Company entered into lease for approximately 6,969 square feet of general office space at 131 South Rodeo Drive, Suite 250, Beverly Hills, CA 90212 pursuant to a 91-month leave that commences on May 25, 2018. The Company will pay rent of approximately $364,130 annually, subject to annual escalations of 3.5%. The following is a schedule of future minimum lease payments required by the non-cancelable operating lease agreement: Year Amount 2018 $ 198,617 2019 371,082 2020 384,070 2021 397,512 2022 411,425 Thereafter 1,322,708 $ 3,085,414 |
14. Commitment and Contingencie
14. Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 14: Commitment and Contingencies In the normal course of its business, the Company enters into various agreements which call for the potential future payment of royalties or “profit” participations associated with its individual properties. These profit participations can be for the use of third party intellectual property, such as the case with Stan Lee and the Mighty 7 Llama Llama In addition, in the normal course of its business, the Company enters into agreements with various service providers such as animation studios, post-production studios, writers, directors, musicians or other creative talent. Pursuant to these agreements, the Company is obligated to share with these service providers a portion of the net profits of the properties on which they have rendered services, as defined in each respective agreement. |
15. Related Party Transactions
15. Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party | Note 15: Related Party Transactions On April 21, 2016, the Company entered into a merchandising and licensing agreement with Andy Heyward Animation Art (“AHAA”), whose principal is Andy Heyward, the Company’s Chief Executive Officer. The Company entered into a customary merchandise license agreement with AHAA for the use of characters and logos related to Warren Buffett’s Secret Millionaires Club Stan Lee’s Mighty 7 On July 25, 2016, the Company entered into a consulting agreement with Foothill Entertainment, Inc. (“Foothill”), an entity whose Chairman is Gregory Payne, our corporate secretary. The Company has engaged Foothill Entertainment, Inc. for a term of six months to assist in the distribution and commercial exploitation of its audiovisual content as well as for the preparation and attendance on behalf of the Company at the MIPJR and MIPCOM markets in Cannes. Foothill receives $12,500 per month for these services. This agreement was extended on a month to month basis through and terminated on January 31, 2018. As of March 31, 2018, Foothill owed the Company $17,784 that Foothill collected on the Company’s behalf for a content license. Greg Payne owed the Company $2,939 for expenses. These amounts were repaid on April 30, 2018. On October 1, 2016, Llama Productions LLC entered into an animation production services agreement with Mr. Heyward for services as a producer for which he is to receive $186,000 through the course of production of the Company’s animated series Llama Llama. |
16. Subsequent Events
16. Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events Pursuant to FASB ASC 855, Management has evaluated all events and transactions that occurred from March 31, 2018 through the date of issuance of these financial statements. During this period, we did not have any significant subsequent events, except as disclosed below: · On May 14, 2018 the Company issued 277,508 shares of common stock valued at $2.81 per share to a vendor for production services rendered. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 2018 and 2017 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Genius Brands International, Inc., its wholly-owned subsidiaries A Squared and Llama Productions as well as its interest in Stan Lee Comics, LLC (“Stan Lee Comics”). All significant inter-company balances and transactions have been eliminated in consolidation. The financial statements have been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 Business Combinations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid debt instruments with initial maturities of three months or less to be cash equivalents. As of March 31, 2018, and 2017 Restricted Cash totaled $237 and $568,673 respectively, which represents funds held in a cash account to be used solely for the production of Llama Llama |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheets net of estimated uncollectible amounts. The Company assesses its accounts receivable balances on a quarterly basis to determine collectability and records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses based on historical experience and future expectations. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company had an allowance for doubtful accounts of $110,658 as of both March 31, 2018 and December 31, 2017. |
Inventories | Inventories Inventories are stated at the lower of average cost or net realizable value and consist of finished goods such as DVDs, CDs and other products. A reserve for slow-moving and obsolete inventory is established for all inventory deemed potentially non-saleable. The current inventory is considered properly valued and saleable. The Company concluded that there was an appropriate reserve for slow moving and obsolete inventory of $26,097 at both March 31, 2018 and December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to seven years. Maintenance, repairs, and renewals, which neither materially add to the value of the assets nor appreciably prolong their lives, are charged to expense as incurred. Gains and losses from any dispositions of property and equipment are reflected in the statement of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired in business combinations accounted for by the purchase method. In accordance with FASB ASC 350 Intangibles Goodwill and Other, goodwill and certain intangible assets are presumed to have indefinite useful lives and are thus not amortized, but subject to an impairment test annually or more frequently if indicators of impairment arise. The Company completes the annual goodwill and indefinite-lived intangible asset impairment tests at the end of each fiscal year. To test for goodwill impairment, we are required to estimate the fair market value of each of our reporting units, of which we have one. While we may use a variety of methods to estimate fair value for impairment testing, our primary method is discounted cash flows. We estimate future cash flows and allocations of certain assets using estimates for future growth rates and our judgment regarding the applicable discount rates. Changes to our judgments and estimates could result in a significantly different estimate of the fair market value of the reporting units, which could result in an impairment of goodwill or indefinite lived intangible assets in future periods. Other intangible assets have been acquired, either individually or with a group of other assets, and were initially recognized and measured based on fair value. Annual amortization of these intangible assets is computed based on the straight-line method over the remaining economic life of the asset. |
Films and Television Costs | Film and Television Costs The Company capitalizes production costs for episodic series produced in accordance with FASB ASC 926-20 Entertainment-Films - Other Assets - Film Costs. Accordingly, production costs are capitalized at actual cost and then charged against revenue based on the initial market revenue evidenced by a firm commitment over the period of commitment. The Company expenses all capitalized costs that exceed the initial market firm commitment revenue in the period of delivery of the episodes. The Company capitalizes production costs for films produced in accordance with FASB ASC 926-20 Entertainment - Films - Other Assets - Film Costs. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized production costs annually and limits recorded amounts by their ability to recover such costs through expected future sales. Additionally, for both episodic series and films, from time to time, the Company develops additional content, improved animation and bonus songs/features for its existing content. After the initial release of the film or episodic series, the costs of significant improvement to existing products are capitalized while routine and periodic alterations to existing products are expensed as incurred. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the new accounting standard ASC 606 (Topic 606), Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, (Topic 605). Accordingly, on January 1, 2018 the Company recorded a cumulative effect adjustment to beginning accumulated deficit in the amount of $173,112. The impact to our financial statements for the three months ended March 31, 2018 resulting from the adoption of Topic 606 as of January 1, 2018 was a reduction of revenue in the amount $68,184 and a corresponding reduction in costs in the amount of $10,099 from the amounts reported. The amounts prior to adoption were not recognized pursuant to Topic 606 and would have been reported pursuant to Topic 605. Changes to the opening balances in prepaid and other assets, film and television costs, total assets, accrued expenses, deferred revenue and total liabilities resulting from the adoption of the new guidance were as follows (thousands): December 31, Impact of January 1, Prepaid and Other Assets $ 265 $ (15 ) $ 250 Film and Television Costs, net 2,777 (219 ) 2,558 Total assets 27,713 (234 ) 27,479 Accrued Expenses 1,718 2 1,720 Deferred Revenue 5,085 (409 ) 4,676 Total liabilities 12,673 (407 ) 12,266 The Company performed its analysis of its existing revenue contracts and has completed its new revenue accounting policy documentation under the new standard. The Company has identified the following six material and distinct performance obligations: · License rights to exploit Functional Intellectual Property (Functional Intellectual Property or “functional IP” is defined as intellectual property that has significant standalone functionality, such as the ability be played or aired. Functional intellectual property derives a substantial portion of its utility from its significant standalone functionality.) · License rights to exploit Symbolic Intellectual Property (Symbolic Intellectual Property or “symbolic IP” is intellectual property that is not functional as it does not have significant standalone use and substantially all of the utility of symbolic IP is derived from its association with the entity’s past or ongoing activities, including its ordinary business activities, such as the Company’s licensing and merchandising programs associated with its animated content.) · Options to renew or extend a contract at fixed terms. (While this performance obligation is not significant for the Company’s current contracts, it could become significant in the future.) · Options on future seasons of content at fixed terms. (While this performance obligation is not significant for the Company’s current contracts, it could become significant in the future.) · Fixed fee advertising revenue generated from the Genius Brands Network · Variable fee advertising revenue generated from the Genius Brands Network As a result of the change, beginning January 1, 2018, the Company began recognizing revenue related to licensed rights to exploit functional IP in two ways. For minimum guarantees, the Company recognizes fixed revenue upon delivery of content and the start of the license period. For functional IP contracts with a variable component, the Company estimates revenue such that it is probable there will not be a material reversal of revenue in future periods. Revenue under these types of contracts was previously recognized when royalty statements were received. The Company began recognizing revenue related to licensed rights to exploit symbolic IP substantially similarly to functional IP. Although it has a different recognition pattern from functional IP, the valuation method is substantially the same, depending on the nature of the license. The Company sells advertising on its Kid Genius channel in the form of either flat rate promotions or impressions served. For flat rate promotions with a fixed term, the Company recognizes revenue when all five revenue recognition criteria under FASB ASC 606 are met. For impressions served, the Company delivers a certain minimum number of impressions on the channel to the advertiser for which the advertiser pays a contractual CPM per impression. Impressions served are reported to the Company on a monthly basis, and revenue is reported in the month the impressions are served. The Company recognizes revenue related to product sales when (i) the seller’s price is substantially fixed, (ii) shipment has occurred causing the buyer to be obligated to pay for product, (iii) the buyer has economic substance apart from the seller, and (iv) there is no significant obligation for future performance to directly bring about the resale of the product by the buyer. |
Direct Operating Costs | Direct Operating Costs Direct operating costs include costs of our product sales, non-capitalizable film costs, film and television cost amortization expense, and participation expense related to agreements with various animation studios, post-production studios, writers, directors, musicians or other creative talent with which we are obligated to share net profits of the properties on which they have rendered services. |
Share-Based Compensation | Share-Based Compensation As required by FASB ASC 718 - Stock Compensation, the Company recognizes an expense related to the fair value of our share-based compensation awards, including stock options, using the Black-Scholes calculation as of the date of grant. The Company has elected to use the graded attribution method for awards which are in-substance, multiple awards based on the vesting schedule. |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding, plus the assumed exercise of all dilutive securities using the treasury stock or “as converted” method, as appropriate. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. |
Concentration of Risk | Concentration of Risk The Company’s cash is maintained at two financial institutions and from time to time the balances for this account exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of March 31, 2018, the Company had three accounts with a combined uninsured balance of $5,723,310. As of December 31, 2017, the Company had four accounts with a combined uninsured balance of $6,998,072. For the three months ended March 31, 2018, the Company had two customers whose total revenue each exceeded 10% of the total consolidated revenue. The Company had one customer who accounted for 98% of accounts receivable balance as of March 31, 2018. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts of cash, receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term maturity of the instruments. The carrying amount of the Production Loan Facility approximates fair value since the debt carries a variable interest rate that is tied to either the current Prime or LIBOR rates plus an applicable spread. We adopted FASB ASC 820 as of January 1, 2008, for financial instruments measured at fair value on a recurring basis. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. 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. FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases.” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We have prospectively adopted ASU 2016-18 in our 2017 financial statements. The impact to our consolidated financial position, results of operations and cash flows was minimal. In January 2017, the FASB issued Accounting Standards Update 2017-04, “Simplifying the Test for Goodwill Impairment,” which requires an entity to perform a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective January 1, 2020, with early adoption as of January 1, 2017 permitted. In May 2017, the FASB issued Accounting Standard Update 2017-09, “Compensation-Stock Compensation: Scope of Modification Accounting,” which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. The standard is effective beginning January 1, 2018, with early adoption permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. Various other accounting pronouncements have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries and are not expected to have a material effect on our financial position, results of operations, or cash flows. |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Impact of adoptions on financial statements | December 31, Impact of January 1, Prepaid and Other Assets $ 265 $ (15 ) $ 250 Film and Television Costs, net 2,777 (219 ) 2,558 Total assets 27,713 (234 ) 27,479 Accrued Expenses 1,718 2 1,720 Deferred Revenue 5,085 (409 ) 4,676 Total liabilities 12,673 (407 ) 12,266 |
3. Property and Equipment, Net
3. Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | March 31, 2018 December 31, 2017 Furniture and Equipment $ 12,385 $ 12,385 Computer Equipment 119,570 117,256 Leasehold Improvements 176,903 176,903 Software 15,737 15,737 Property and Equipment, Gross 324,595 322,281 Less Accumulated Depreciation (246,890 ) (227,615 ) Property and Equipment, Net $ 77,705 $ 94,666 |
4. Film and Television Costs,26
4. Film and Television Costs, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Film And Television Costs Net | |
Film and Television activity table | Total Film and Television Costs, Net as of December 31, 2016 $ 2,260,964 Additions to Film and Television Costs 2,863,076 Capitalized Interest 187,883 Film Amortization Expense (2,534,835 ) Film and Television Costs, Net as of December 31, 2017 2,777,088 Additions to Film and Television Costs 1,766,865 Capitalized Interest 42,919 Film Amortization Expense (250,655 ) Film and Television Costs, Net as of March 31, 2018 $ 4,336,217 |
5. Goodwill and Intangible As27
5. Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Net Tables | |
Schedule of Intangible Assets | March 31, 2018 December 31, 2017 Identifiable Artistic-Related Assets (a) $ 1,740,000 $ 1,740,000 Trademarks (b) 129,831 129,831 Product Masters (b) 64,676 64,676 Other Intangible Assets (b) 272,529 251,171 Intangible Assets, Gross 2,207,036 2,185,678 Less Accumulated Amortization (c) (342,397 ) (329,398 ) Intangible Assets, Net $ 1,864,639 $ 1,856,280 |
Expected Future Ingtangible Asset Amortization | Fiscal Year: 2018 $ 29,139 2019 30,593 2020 30,013 2021 7,399 2022 1,861 Remaining 4,277 Total $ 103,282 |
7. Accrued Liabilities (Tables)
7. Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Other accrued liabilities | March 31, 2018 December 31, 2017 Accrued Salaries and Wages (a) $ 174,227 $ 168,549 Disputed Trade Payables (b) 925,000 925,000 Other Accrued Expenses (c) 2,405,987 1,717,970 Total Accrued Liabilities - Current $ 3,505,214 $ 2,811,519 |
10. Stock Options (Tables)
10. Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Weighted Average Exercise Price per Share Balance at December 31, 2017 1,294,045 $ 2.82 - 12.00 2.99 years $ – $ 8.14 Options Granted – Options Exercised – Options Cancelled – Options Expired – Balance at March 31, 2018 1,294,045 $ 2.82 - 12.00 2.74 years $ – $ 8.14 Exercisable December 31, 2017 1,070,869 $ 2.82 - 9.00 2.96 years $ – $ 7.44 Exercisable March 31, 2018 1,070,869 $ 2.82 - 9.00 2.72 years $ – $ 7.44 |
Assumptions used | Exercise Price $2.82 - $12.00 Dividend Yield 0% Volatility 100% - 137% Risk-free interest rate 0.89% - 1.25% Expected life of options 2.5 - 3.5 years |
11. Warrants (Tables)
11. Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrant activity | Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Aggregate Intrinsic Value Balance at December 31, 2017 3,414,389 $ 3.30 – 6.00 4.21 years $ 3.92 $ – Warrants Granted 685,000 $ 3.00 4.78 years 3.00 – Warrants Exercised – – – – – Warrants Expired – – – – – Balance at March 31, 2018 4,099,389 $ 3.00 – 6.00 4.10 years $ 3.77 $ – Exercisable December 31, 2017 3,414,389 $ 3.30 – 6.00 4.21 years $ 3.92 $ – Exercisable March 31, 2018 4,099,389 $ 3.00 – 6.00 4.10 years $ 3.77 $ – |
13. Lease Commitments (Tables)
13. Lease Commitments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Lease Commitments Tables | |
Future minimum lease payments | Year Amount 2018 $ 198,617 2019 371,082 2020 384,070 2021 397,512 2022 411,425 Thereafter 1,322,708 $ 3,085,414 |
1. Organization and Business (D
1. Organization and Business (Details Narrative) - USD ($) | Jan. 08, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (1,263,464) | $ (1,316,234) | ||||
Net cash used in operating activities | (1,214,107) | (2,346,210) | ||||
Accumulated deficit | (42,641,849) | $ (41,551,497) | ||||
Stockholders equity | 15,593,687 | 15,039,846 | ||||
Current assets | 8,854,964 | 10,834,926 | ||||
Cash, Cash Equivalents, and Restricted Cash | 6,223,310 | $ 5,227,097 | 7,498,072 | $ 2,887,921 | ||
Current liabilities | 4,258,470 | 3,718,647 | ||||
Trade payables | [1] | 925,000 | 925,000 | |||
Working capital | $ 4,596,495 | $ 7,116,279 | ||||
Securities Purchase Agreement [Member] | January 2018 Private Placement [Member] | Accredited Investors [Member] | ||||||
Gross proceeds from sale of equity | $ 1,800,000 | |||||
Warrants issued | 592,000 | |||||
[1] | As part of the Merger in 2013, the Company assumed certain liabilities from a previous member of A Squared which has claimed certain liabilities totaling $925,000. The Company disputes the basis for this liability. As of March 31, 2017, the Company believes that the statute of limitations applicable to the assertion of any legal claim relating to the collection of these liabilities has expired and therefore believes this liability is uncollectible. The Company is working with the counterparty to extinguish this liability. |
2. Summary of Significant Acc33
2. Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Prepaid and Other Assets | $ 299,618 | $ 250,000 | $ 264,818 | |||
Film and Television Costs, net | 4,336,217 | 2,558,000 | 2,777,088 | $ 2,260,964 | ||
Total assets | 26,982,433 | 27,479,000 | 27,712,592 | |||
Accrued Expenses | 2,405,987 | [1] | 1,720,000 | 1,717,970 | [1] | |
Deferred Revenue | 4,735,840 | 4,676,000 | 5,085,383 | |||
Total liabilities | $ 11,388,746 | $ 12,266,000 | 12,672,746 | |||
Impact of Adoption | ||||||
Prepaid and Other Assets | (15,000) | |||||
Film and Television Costs, net | (219,000) | |||||
Total assets | (234,000) | |||||
Accrued Expenses | 2,000 | |||||
Deferred Revenue | (409,000) | |||||
Total liabilities | $ (407,000) | |||||
[1] | Other Accrued Expenses include estimates of expenses incurred but not yet recorded. The increase in Other Accrued Expenses from the year ended December 31, 2016 to December 31, 2017 relates to estimates of final dubbing costs and participation expense related to our Llama Llama property. |
2. Significant Accounting Polic
2. Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash | $ 237 | $ 568,673 |
Allowance for doubtful accounts | 110,658 | 110,658 |
Reserve for obsolete inventory | 26,097 | 26,097 |
Uninsured cash balances | $ 5,723,310 | $ 6,998,072 |
Sales Revenue, Net [Member] | Two Customer | ||
Concentration risk percentage | 10.00% | |
Accounts Receivable [Member] | One Customer | ||
Concentration risk percentage | 98.00% |
3. Property and Equipment, Ne35
3. Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 324,595 | $ 322,281 |
Less Accumulated Depreciation | (246,890) | (227,615) |
Property and Equipment, Net | 77,705 | 94,666 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 12,385 | 12,385 |
Computer Equipment [Member] | ||
Property and equipment, gross | 119,570 | 117,256 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 176,903 | 176,903 |
Software [Member] | ||
Property and equipment, gross | $ 15,737 | $ 15,737 |
3. Property and Equipment, Ne36
3. Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 21,439 | $ 16,933 |
4. Film and Television Costs an
4. Film and Television Costs and Capitalized Product Development in Process (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Film And Television Costs Net | |||
Film and Television costs, beginning balance | $ 2,777,088 | $ 2,260,964 | $ 2,260,964 |
Additions to Film and Television Costs | 1,766,865 | 2,863,076 | |
Capitalized interest | 42,919 | 187,883 | |
Film amortization expense | (250,655) | (2,534,835) | |
Film and Television costs, ending balance | 4,336,217 | $ 2,777,088 | |
Film amortization expense | $ 26,738 | $ 4,605 |
5. Goodwill and Intangible As38
5. Goodwill and Intangible Assets, Net (Details - Intangibles) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible assets | $ 2,207,036 | $ 2,185,678 | |
Less Accumulated Amortization | [1] | (342,397) | (329,398) |
Net Intangible Assets | 1,864,639 | 1,856,280 | |
Identifiable artistic-related assets [Member] | |||
Intangible assets | [2] | 1,740,000 | 1,740,000 |
Trademarks [Member] | |||
Intangible assets | [3] | 129,831 | 129,831 |
Product Masters [Member] | |||
Intangible assets | [3] | 64,676 | 64,676 |
Other Intangible Assets [Member] | |||
Intangible assets | [3] | $ 272,529 | $ 251,171 |
[1] | During the three months ended March 31, 2018 and 2017, the Company recognized $12,999 and $17,697, respectively, in amortization expense related to the Trademarks, Product Masters, and Other Intangible Assets. | ||
[2] | In connection with the Merger in 2013, the Company acquired $1,740,000 of Identifiable Artistic-Related Assets. These assets, related to certain properties owned by A Squared and assumed by the Company, were valued using an independent firm. Based on certain legal, regulatory, contractual, and economic factors, the Company has deemed these assets to be indefinite-lived. Hence, pursuant to FASB ASC 350-30, these assets are not subject to amortization and are tested annually for impairment. Through March 31, 2018, the Company has not recognized any impairment expense related to these assets. | ||
[3] | Pursuant to FASB ASC 350-30-35, the Company reviews these intangible assets periodically to determine if the value should be retired or impaired due to recent events. Through March 31, 2018, the Company has not recognized any impairment expense related to these assets. |
5. Goodwill and Intangible As39
5. Goodwill and Intangible Assets (Details - future amortization) | Mar. 31, 2018USD ($) |
Future intangible asset amortization | |
2,018 | $ 29,139 |
2,019 | 30,593 |
2,020 | 30,013 |
2,021 | 7,399 |
2,022 | 1,861 |
Remaining | 4,277 |
Total | $ 103,282 |
5. Goodwill and Intangible As40
5. Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Trademarks, Product Masters and Other Intangible Assets [Member] | ||
Amortization expense | $ 12,999 | $ 17,697 |
6. Deferred Revenue (Details Na
6. Deferred Revenue (Details Narrative) - USD ($) | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Deferred revenue | $ 4,735,840 | $ 4,676,000 | $ 5,085,383 |
Distribution Rights [Member] | |||
Deferred revenue | 1,489,583 | ||
Future Royalty [Member] | |||
Deferred revenue | $ 2,000,000 | $ 2,000,000 |
7. Accrued Liabilities (Details
7. Accrued Liabilities (Details) - USD ($) | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | |||
Payables and Accruals [Abstract] | ||||||
Accrued Salaries and Wages (a) | [1] | $ 174,227 | $ 168,549 | |||
Disputed trade payables (b) | [2] | 925,000 | 925,000 | |||
Other Accrued Expenses (c) | 2,405,987 | [3] | $ 1,720,000 | 1,717,970 | [3] | |
Total accrued liabilities - Current | $ 3,505,214 | $ 2,811,519 | ||||
[1] | Accrued Salaries and Wages represent accrued vacation payable to employees. | |||||
[2] | As part of the Merger in 2013, the Company assumed certain liabilities from a previous member of A Squared which has claimed certain liabilities totaling $925,000. The Company disputes the basis for this liability. As of March 31, 2017, the Company believes that the statute of limitations applicable to the assertion of any legal claim relating to the collection of these liabilities has expired and therefore believes this liability is uncollectible. The Company is working with the counterparty to extinguish this liability. | |||||
[3] | Other Accrued Expenses include estimates of expenses incurred but not yet recorded. The increase in Other Accrued Expenses from the year ended December 31, 2016 to December 31, 2017 relates to estimates of final dubbing costs and participation expense related to our Llama Llama property. |
8. Production Loan Facility (De
8. Production Loan Facility (Details Narrative) - Llama Productions [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Credit line initiation date | Aug. 8, 2016 | ||
Credit line maximum | $ 5,275,000 | ||
Credit line term | 40 months | ||
Credit line interest rate | Prime plus 1% or one, three, or six month LIBOR plus 3.25% | ||
Credit line borrowings during period | $ 2,804,764 | $ 4,436,528 | |
Payment of financing costs | 115,444 | $ 113,885 | |
Credit line net borrowings | $ 2,689,320 | $ 4,322,643 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Proceeds from Warrant Exchange | $ 3,866,573 | ||
Proceeds from Warrant Exchange, Net of Offering Costs | $ 0 | $ 3,400,658 | |
Securities Purchase Agreement [Member] | |||
Stock issued new, shares | 592,000 | ||
Proceeds from sale of stock | $ 1,800,000 | ||
Warrants issued | 592,000 | ||
Private Transaction [Member] | |||
Stock issued upon conversion of warrants, shares | 1,171,689 | ||
Proceeds from Warrant Exchange | $ 3,866,573 | ||
Payment of offering costs | 465,915 | ||
Proceeds from Warrant Exchange, Net of Offering Costs | $ 3,400,658 |
10. Stock Options (Details-Opti
10. Stock Options (Details-Option activity) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options outstanding | $ 0 | |
Aggregate intrinsic value, exercisable | $ 0 | |
Stock Options [Member] | ||
Stock Options | ||
Number of Options outstanding beginning balance | 1,294,045 | |
Number of Options Granted | ||
Number of Options Exercised | ||
Number of Options Cancelled | ||
Number of Options Expired | ||
Number of Options outstanding ending balance | 1,294,045 | 1,294,045 |
Number of Options exercisable | 1,070,869 | 1,070,869 |
Exercise Price Per Share | ||
Exercise price per share, range | 2.82 - 12.00 | |
Exercise price per share, exercisable | 2.82 - 9.00 | |
Exercise prices at period end | 2.82 - 9.00 | 2.82 - 12.00 |
Weighted Average Remaining Contractual Life | 2 years 5 months 16 days | 2 years 11 months 26 days |
Weighted average remaining contractual life, exercisable | 2 years 8 months 19 days | 2 years 11 months 15 days |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, options outstanding | $ 0 | |
Aggregate intrinsic value, exercisable | $ 0 | |
Weighted Average Exercise Price per Share beginning balance | $ 8.14 | $ 8.14 |
Weighted Average Exercise Price per Share ending balance | 8.14 | 8.14 |
Weighted Average Exercise Price per Share Exercisable | $ 7.44 | $ 7.44 |
10. Stock Options (Details Narr
10. Stock Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based compensation expense | $ 47,852 | $ 221,992 |
2015 Plan [Member] | ||
Shares authorized under plan | 1,443,334 | |
Stock Options [Member] | ||
Unvested share-based compensation | $ 80,417 |
11. Warrants (Details)
11. Warrants (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Warrant | ||
Number of Warrants outstanding beginning balance | 3,414,389 | |
Warrants Granted | 685,000 | |
Warrants Exercised | 0 | |
Warrants Expired | 0 | |
Number of Warrants outstanding ending balance | 4,099,389 | 3,414,389 |
Number of Warrants exercisable | 4,099,389 | 3,414,389 |
Exercise Price Per Share | ||
Warrant exercise price per share, beginning balance | 3.30 6.00 | |
Warrant exericse price per share, granted | 3 | |
Warrant exercise price per share, exercised | | |
Warrant exercise price per share, ending balance | 3.00 6.00 | $3.30-$6.00 |
Warrant exercise price per share, exercisable | 3.30 6.00 | $3.60-$6.00 |
Weighted Average Remaining Contractual Life | ||
Weighted average remaining contractual life, warrants granted | 4 years 9 months 11 days | |
Weighted average remaining contractual life, warrants outstanding | 4 years 1 month 6 days | 4 years 2 months 16 days |
Weighted average remaining contractual life, exercisable | 4 years 1 month 6 days | 4 years 2 months 16 days |
Weighted Average Exercise Price per Share | ||
Warrant weighted average exercise price per share, beginning balance | $ 3.92 | |
Warrant weighted average exercise price per share, granted | 3 | |
Warrant weighted average exercise price per share, ending balance | 3.77 | $ 3.92 |
Warrant weighted average exercise price per share, exercisable | $ 3.77 | $ 3.92 |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, outstanding | $ 0 | $ 0 |
Aggregate instrinsic value, exercisable | $ 0 | $ 0 |
11. Warrants (Details Narrative
11. Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Private Transaction [Member] | ||
Gross proceeds from exercise of warrants | $ 3,866,573 | |
Fair value of warrants issued | $ 1,402,174 | |
Direct Offering [Member] | ||
Stock issued new, shares | 1,647,691 | |
Gross proceeds from sale of equity | $ 6,425,995 | |
January 2018 Private Placement [Member] | ||
Stock issued new, shares | 1,647,691 | |
Chardan [Member] | Private Transaction [Member] | ||
Payment of stock issuance costs | $ 363,617 | |
Warrant [Member] | ||
Warrants outstanding | 4,099,389 | 3,414,389 |
Reload Warrants [Member] | ||
Warrants issued | 799,991 | |
Market Price Warrants [Member] | ||
Warrants issued | 371,699 | |
New Warrants [Member] | Chardan [Member] | Private Transaction [Member] | ||
Warrants issued | 115,000 |
12. Income Taxes (Details Narra
12. Income Taxes (Details Narrative) | Mar. 31, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Uncertain tax positions | $ 0 |
13. Lease Commitments (Details)
13. Lease Commitments (Details) | Mar. 31, 2018USD ($) |
Lease Commitments Tables | |
2,018 | $ 198,617 |
2,019 | 371,082 |
2,020 | 384,070 |
2,021 | 397,512 |
2,022 | 411,425 |
Thereafter | 1,322,708 |
Operating Leases, Future Minimum Payments Due | $ 3,085,414 |
13. Lease Commitments (Details
13. Lease Commitments (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Leases [Abstract] | ||
Rental expenses | $ 35,160 | $ 35,007 |
15. Related Party (Details Narr
15. Related Party (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Royality Revenue | $ 247 |
Andy Heyward [Member] | |
Consulting fees | $ 186,000 |