Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Sep. 29, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | |
Entity Central Index Key | 1,679,063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CSSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,497,133 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,071,955 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 1,001,331 | $ 507,247 |
Accounts receivable, net | 1,712,340 | 151,417 |
Prepaid expenses | 834,935 | 216,397 |
Intangible asset - video content license | 5,000,000 | 5,000,000 |
Prepaid distribution fees | 2,135,536 | 592,786 |
Due from affiliated companies | 2,082,005 | 1,372,517 |
Programming costs, net | 5,510,445 | 3,977,553 |
Total assets | 18,276,592 | 11,817,917 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Senior secured notes payable, net of unamortized debt discount of $0 and $318,992, respectively, and unamortized deferred financing costs of $0 and $40,902, respectively | 4,082,000 | 2,610,106 |
Senior secured notes payable under revolving line of credit to related party, net of unamortized debt discount of $59,941 and $160,667, respectively, and unamortized deferred financing costs of $0 and $2,845, respectively | 4,440,059 | 3,316,488 |
Accounts payable and accrued expenses | 904,952 | 694,368 |
Income taxes payable | 349,000 | 0 |
Accrued programming costs | 1,020,596 | 1,061,980 |
Deferred tax liability, net | 210,000 | 439,000 |
Deferred revenue | 850,000 | 71,429 |
Total liabilities | 11,856,607 | 8,193,371 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.0001 par value, 10,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 7,702,481 | 4,074,646 |
Accumulated deficit | (1,283,428) | (450,996) |
Total stockholders' equity | 6,419,985 | 3,624,546 |
Total liabilities and stockholders' equity | 18,276,592 | 11,817,917 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | 125 | 89 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | $ 807 | $ 807 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Senior Notes [Member] | ||
Debt Instrument, Unamortized Discount | $ 0 | $ 318,992 |
Deferred Costs | 0 | 40,902 |
Line of Credit [Member] | ||
Debt Instrument, Unamortized Discount | 59,941 | 160,667 |
Deferred Costs | $ 0 | $ 2,845 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Shares, Issued | 1,250,605 | 893,369 |
Common Stock, Shares, Outstanding | 1,250,605 | 893,369 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 8,071,955 | 8,071,955 |
Common Stock, Shares, Outstanding | 8,071,955 | 8,071,955 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Revenue | $ 792,717 | $ 1,154,545 | $ 2,209,815 | $ 2,268,182 |
Cost of revenue | 320,717 | 524,552 | 794,923 | 1,027,227 |
Gross profit | 472,000 | 629,993 | 1,414,892 | 1,240,955 |
Operating expenses: | ||||
Selling, general and administrative (including $159,406 and $77,018 of non-cash share-based compensation expense for the three months ended June 30, 2017 and 2016, respectively, and $292,191 and $77,018 of non-cash share-based compensation expense for the six months ended June 30, 2017 and 2016, respectively) | 554,905 | 307,748 | 814,913 | 420,073 |
Management and license fees | 79,272 | 115,454 | 220,982 | 226,818 |
Total operating expenses | 634,177 | 423,202 | 1,035,895 | 646,891 |
Operating (loss) income | (162,177) | 206,791 | 378,997 | 594,064 |
Interest income | 3 | 6 | 9 | 7 |
Interest expense | (576,612) | (45,579) | (1,052,438) | (45,579) |
(Loss) income before income taxes | (738,786) | 161,218 | (673,432) | 548,492 |
(Benefit from) provision for income taxes | (40,000) | 108,000 | 159,000 | 270,000 |
Net (loss) income | $ (698,786) | $ 53,218 | $ (832,432) | $ 278,492 |
Net (loss) income per common share: | ||||
Basic net (loss) income per common share | $ (0.08) | $ 0.01 | $ (0.09) | $ 0.03 |
Diluted net (loss) income per common share | $ (0.08) | $ 0.01 | $ (0.09) | $ 0.03 |
Weighted average basic shares outstanding | 9,144,282 | 8,769,445 | 9,105,949 | 8,764,696 |
Weighted average diluted shares outstanding | 9,144,282 | 8,819,133 | 9,105,949 | 8,814,384 |
Television [Member] | ||||
Revenue: | ||||
Revenue | $ 600,176 | $ 954,545 | $ 1,859,536 | $ 2,068,182 |
Online [Member] | ||||
Revenue: | ||||
Revenue | $ 192,541 | $ 200,000 | $ 350,279 | $ 200,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 159,406 | $ 77,018 | $ 292,191 | $ 77,018 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from Operating Activities: | ||
Net (loss) income | $ (832,432) | $ 278,492 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Share-based compensation | 292,191 | 77,018 |
Amortization of programming costs | 794,923 | 1,027,227 |
Amortization of deferred financing costs | 43,747 | 711 |
Amortization of debt discount | 805,893 | 29,169 |
Loss on debt extinguishment | 24,803 | 0 |
Deferred income taxes | (229,000) | 270,000 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (1,560,924) | (799,540) |
Prepaid expenses and other current assets | (618,538) | (132,162) |
Programming costs | (1,747,798) | (2,683,536) |
Prepaid distribution fees | (1,542,750) | 0 |
Accounts payable and accrued expenses | 200,219 | 346,669 |
Income taxes payable | 349,000 | 0 |
Deferred revenues | 778,572 | 2,557,874 |
Net cash (used in) provided by operating activities | (3,242,094) | 971,922 |
Cash flows from Investing Activities: | ||
Purchase of video content license from affiliate | 0 | (5,000,000) |
Net cash used in investing activities | 0 | (5,000,000) |
Cash flows from Financing Activities: | ||
Proceeds from revolving credit facility | 3,325,000 | 2,300,000 |
Repayments of revolving credit facility | (2,305,000) | (800,000) |
Payment of deferred financing cost | 0 | (6,400) |
Payment of stock issuance cost | (17,500) | 0 |
Due from affiliated companies | (709,488) | 2,423,578 |
Proceeds from notes payable | 2,030,000 | 0 |
Proceeds from issuance of common stock | 1,413,166 | 200,878 |
Net cash provided by financing activities | 3,736,178 | 4,118,056 |
Net increase in cash and cash equivalents | 494,084 | 89,978 |
Cash and cash equivalents at beginning of period | 507,247 | 4,078 |
Cash and cash equivalents at end of the period | 1,001,331 | 94,056 |
Supplemental data: | ||
Interest paid | 228,205 | 13,521 |
Income taxes paid | 52,000 | 0 |
Non-cash operating activity | ||
Fair value of shares issued to executive producer | 625,500 | 0 |
Non-cash financing activities | ||
Fair value of warrants issued with revolving credit facility and term notes | 410,976 | 262,524 |
Fair value of shares issued for Trema rights | 0 | 792,000 |
Conversion of senior secured notes payable to Class A common stock | $ 918,000 | $ 0 |
The Company, Description of Bus
The Company, Description of Business and Initial Public Offering | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Chicken Soup for the Soul Entertainment, Inc. (the “Company”) is a Delaware corporation formed on May 4, 2016. CSS Productions, LLC (“CSS Productions”), the Company’s predecessor and immediate parent company, was formed in December 2014 by Chicken Soup for the Soul, LLC (“CSS”), a publishing and consumer products company, and initiated operations in January 2015. The Company was formed to create a discrete entity focused on video content opportunities using the Chicken Soup for the Soul The Company creates and distributes video content under the Brand. The Company has an exclusive, perpetual and worldwide license from CSS to create and distribute video content under the Brand. In May 2016, pursuant to the terms of the contribution agreement among CSS, CSS Productions and the Company (the “CSS Contribution Agreement”), all video content assets (the “Subject Assets”) owned by CSS, CSS Productions and their CSS subsidiaries were transferred to the Company in consideration for its issuance to CSS Productions of 8,600,568 159,432 Thereafter, CSS Productions’ operating activities substantially ceased and the Company continued the business operations of producing and distributing the video content. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. The Company operates in one reportable segment, the production and distribution of video content, and currently operates solely in the United States. The Company has entered into a distribution agreement with a company located in the United States that provides for the distribution of an episodic television series in Europe. The Company intends to do business internationally. Initial Public Offering of Class A Common Stock On August 17, 2017, the Company completed its Initial Public Offering (“IPO”) of $ 30 2,500,000 12.00 2,241,983 258,017 In connection with the consummation of the IPO, the Class A Shares were approved for listing on the Nasdaq Global Market under the symbol “CSSE”. The IPO resulted in gross cash proceeds to the Company of $ 26.9 24.0 4.1 4.5 Since our IPO occurred after June 30, 2017, the date of the financial statements included in this Quarterly Report on Form 10Q, our balance sheet and cash flows do not reflect the net proceeds we derived from our IPO, nor the repayment of the Term Notes and Credit Facility noted above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s report on Form 1-A POS for the year ended December 31, 2016. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 2017, and the results of its operations for the three month and six month periods ended June 30, 2017 and 2016. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s report on Form 1-A POS for the years ended December 31, 2016 and 2015. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and programming costs. Actual results could differ from those estimates. Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. 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. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At June 30, 2017 and December 31, 2016, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and accrued programming costs, approximated their carrying value due to the short-term nature of these instruments. Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. At June 30, 2017 and December 31, 2016, an allowance for uncollectible accounts was not considered necessary. Programming costs include the unamortized costs of completed, in-process, or in-development long-form and short-form video content. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended June 30, 2017 and 2016 is amortization of programming costs totaling $ 320,717 524,552 794,923 1,027,227 The Company was formed on May 4, 2016 as a Sub-Chapter C corporation for federal and state tax purposes. As such, the Company filed its first tax return for the year ended December 31, 2016. CSS Productions has elected to be treated as a partnership for federal and state income tax purposes and, accordingly, no provision is made for income taxes for the taxable income included in the Company’s condensed consolidated results of operations. CSS Productions has not been audited by the taxing authorities since its formation. If taxable income is adjusted as a result of an audit, then CSS Productions may be required to make distributions to satisfy its members’ tax obligations. Any such distributions would not be made from, or be the responsibility of, the Company. The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740: Income Taxes The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its condensed consolidated statements of operations. At June 30, 2017 and December 31, 2016, the Company did not have any unrecognized tax benefits or liabilities. See Note 11 for additional information. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with Accounting Standards Codification Topic 926: Entertainment Films Revenue generated under the distribution agreement with A Sharp, Inc., d/b/a A Plus (“A Plus”) is reported on a net basis as the Company earns a commission on the distribution of A Plus’ content (see Note 12). Cash advances are recorded as deferred revenue until all the conditions of revenue recognition have been met. The Company accounts for share-based payments in accordance with ASC 718: Share-based compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent valuations. The Company estimates the fair value of share-based instruments, options, etc., using the Black-Scholes option-pricing model. All share-based awards were fulfilled with new shares of Class A common stock. Advertising costs are expensed as incurred. The Company did not incur any advertising costs in the three and six month periods ended June 30, 2017 and 2016. Basic net earnings or net loss per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants and stock options outstanding. Basic and diluted net earnings or loss per common share assumes that Class B common stock of the Company issued pursuant to the Contribution Agreement and the resulting recapitalization of the Company is issued and outstanding as of January 1, 2016. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. In applying the treasury stock method, the Company assumed a share price of $ 12 The Company maintains cash balances at its bank. Accounts for each entity are insured by the Federal Deposit Insurance Corporation subject to certain limitations. At various times during the fiscal year, the Company’s cash in bank balances exceeded the federally insured limits. The uninsured balance at June 30, 2017 and December 31, 2016 was approximately $ 501,000 5,600 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in bank, revenue and accounts receivable. Concentrations of credit risk with respect to accounts receivable and revenue are significant due to the small number of customers comprising the Company’s customer base. For the six months ended June 30, 2017, we had 4 customers, which accounted for 95 75 90 81 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, which amended the guidance of FASB ASC Topic 230, Statement of Cash Flows (ASC 230) on the classification of certain cash receipts and payments. The primary purpose of ASU 2016-15 is to reduce the diversity in practice which has resulted from a lack of consistent principles on this topic. The amendments of ASU 2016-15 add or clarify guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The guidance of ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 removes inconsistencies and differences in existing revenue requirements between GAAP and International Financial Reporting Standards (“IFRS”) and requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Once effective, ASU 2014-09 can be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial adoption recognized at the date of initial application. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify aspects relating to the identification of performance obligations and improve the operability and understandability of the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, “Update 2016-12Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20). The amendments in ASU 2016-12 address certain issues identified on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date for all ASUs with respect to Topic 606 noted above for public companies is annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact these ASUs will have on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). The amendments in ASU 2016-02 address certain aspects in lease accounting, with the most significant impact for lessees. The amendments in ASU 2016-02 require lessees to recognize all leases on the balance sheet by recording a right-of-use asset and a lease liability, and lessor accounting has been updated to align with the new requirements for lessees. The new standard also provides changes to the existing sale-leaseback guidance. ASU 2016-02 is effective for the Company for annual and interim reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 address several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company does not anticipate any material impact of ASU 2016-09 on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting. This amendment provides clarity when applying guidance in Topic 718 to a change to the terms or conditions of a share-based payment award and provides guidance about which changes require an entity to apply modification accounting. ASU 2017-09 is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not anticipate any material impact of ASU 2017-09 on its consolidated financial statements. |
Episodic Television Programs
Episodic Television Programs | 6 Months Ended |
Jun. 30, 2017 | |
Contractors [Abstract] | |
Long-term Contracts or Programs Disclosure [Text Block] | Note 4 Episodic Television Programs (a) Chicken Soup for the Soul’s Hidden Heroes (“Hidden Heroes”) The Foundation has funded two seasons of the show that aired on CBS and has agreed to fund Hidden Heroes (b) Project Dad, a Chicken Soup for the Soul Original Project Dad Project Dad The Project Dad Project Dad In accordance with ASC 926 as amended, the Company has recognized revenue for the Hidden Heroes Project Dad (c) Vacation Rental Potential. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 5 Share-Based Compensation Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to one million common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan. The Company recognized these stock options at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the three and six months ended June 30, 2017, respectively, the Company recognized $ 133,100 249,700 951,500 94,584 As of June 30, 2017 Number of Stock Options Weighted Average Grant Date Fair Value Total outstanding at the beginning of the period - $ - Options granted 455,000 2.64 Options exercised - - Actual options forfeited - - Options expired - - Total outstanding at the end of the period 455,000 $ 2.64 Weighted Average Valuation assumptions: Expected dividend yield 0 % Expected equity volatility 57 % Expected term (years) 2 - 3 Risk-free interest rate 1.94 % Exercise price per stock option $6.50 - $7.50 Market price per share $ 5.78 Weighted average fair value per stock option $ 2.64 The Company also awards common stock grants to directors and non-employee executive producers. For the three months ended June 30, 2017 and 2016, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense of $ 26,306 77,018 42,491 77,018 Additionally, the Company capitalized as programming costs, the fair value of Class A common stock and Class Z warrants totaling $ 625,500 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 6 - Earnings Per Share Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted-average shares outstanding 9,144,282 8,769,445 9,105,949 8,764,696 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) - - - - Assumed issuance of shares from exercise of warrants (a) - 49,688 - 49,688 Diluted weighted-average shares outstanding 9,144,282 8,819,133 9,105,949 8,814,384 (a) The additional shares from the exercise of stock options and warrants for the three and six month periods ended June 30, 2017 are anti-dilutive in nature, and as a result are excluded from the determination of diluted weighted-average shares outstanding. |
Programming Costs
Programming Costs | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | Note 7 Programming Costs June 30, December 31, 2017 2016 Released, net of accumulated amortization of $4,546,886 and $3,801,963, respectively $ 3,793,443 $ 3,228,440 In production 316,676 100,000 In development 1,400,326 649,113 $ 5,510,445 $ 3,977,553 |
Intangible Asset - Video Conten
Intangible Asset - Video Content License | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 8 Intangible Asset - Video Content License The Company has been granted a perpetual, exclusive license from CSS to utilize the Brand and related content, for visual exploitation on a worldwide basis (“Perpetual License”). In granting the Perpetual License, CSS required an initial purchase price of $ 5,000,000 |
Senior Secured Notes Payable an
Senior Secured Notes Payable and Senior Secured Revolving Line of Credit | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 Senior Secured Notes Payable and Senior Secured Revolving Line of Credit Senior Secured Notes Payable From July 2016 through May 2017, the Company sold in a private placement (“Debt Private Placement”) $ 5,000,000 5 460,000 7.50 In June 2017, at the election of certain Noteholders, the Company converted $ 918,000 102,060 9 30,618 12 The Term Notes ranked pari passu As discussed in Note 14, the Term Notes were repaid in full on August 18, 2017 from the proceeds of the IPO. The Term Notes and the Warrants are accounted for in accordance with Accounting Standards Codification Topic 470: Debt The fair value of the Warrants was determined to be $ 1,079,360 For the six months ended June 30, 2017, amortization of the debt discount of $ 627,974 40,902 109,126 Officers of the Company and of CSS, and their family members, participated in the Debt Private Placements on the same terms and conditions as other investors (see Note 12). Senior Secured Revolving Line of Credit On May 12, 2016, the Company entered into the Credit Facility with an entity controlled by its chief executive officer (the “Lender”). Under the amended terms of the Credit Facility, the Company can borrow up to an aggregate of $ 4,500,000 June 30, 2018 Advances made under the Credit Facility can be used for working capital and general corporate purposes, and were used in part, for payments in 2016 due to CSS pursuant to the license agreement with the Company. Borrowings under the Credit Facility bear interest at 5 0.75 If payment obligations under the Credit Facility are still outstanding at the Maturity Date, or, if prior to the Maturity Date there is an event of default as prescribed by the Credit Facility, then, at the option of the Company, (a) all principal and interest may be exchanged into shares of Class A common stock of the Company on the same terms as the Company’s most recently completed equity financing, provided, that under no circumstances shall the pre-money valuation used for this exchange be less than $ 52,560,000 157,500 7.50 All Warrants issued to the Lender expire on May 12, 2021 The Credit Facility and the related warrants are accounted for in accordance with ASC 470, which provides, among other things, that the fair value is allocated between the debt and the related warrants. The fair value of the warrants issued was determined to be $ 424,025 For the six months ended June 30, 2017, amortization of the debt discount of $ 177,919 2,845 93,672 As discussed in Note 14, the balance outstanding under the Credit Facility of $ 4.5 4.5 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders’ Equity Equity Structure The Company is authorized to issue 70,000,000 0.0001 20,000,000 10,000,000 1,250,605 893,369 8,071,955 Each holder of Class A Stock is entitled to one vote per share while holders of Class B Stock are entitled to ten votes per share. Recapitalization As described in Note 1, in May 2016, pursuant to the terms of the CSS Contribution Agreement, the Company issued 8,600,568 Concurrently with the consummation of the CSS Contribution Agreement, certain rights to receive payments under certain agreements comprising part of the Subject Assets owned by Trema, LLC (“Trema”), a company principally owned and controlled by William J. Rouhana, Jr., the Company’s chairman and chief executive officer, were assigned to the Company under a contribution agreement (the “Trema Contribution Agreement”) in consideration for the Company’s issuance to Trema of 159,432 16 792,000 Equity Private Placements Between June 2016 and May 2017, the Company sold Class A common stock in two private placements. From June 2016 through November, 2016, the Company sold in a private placement (the “2016 Equity Private Placement”) a total of 17,096 1,025,760 170,960 51,288 60 7.50 June 30, 2021 From November 2016 and through May 2017, the Company sold in a private placement (the “2017 Equity Private Placement”) a total of 15,011 975,710 150,112 45,034 65 7.50 June 30, 2021 Family members of officers of the Company and of CSS have participated in the 2016 Equity Private Placement and the 2017 Equity Private Placement on the same terms and conditions as other investors (see Note 12). In two separate transactions, other parties purchased a total of 55,000 50,000 487,500 Executive Producer Shares As described in Note 5, in June 2017 the Company issued 50,000 50,000 12 625,500 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 Income Taxes The Company’s (benefit from) provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate it expects to achieve for the full year. For the six months ended June 30, 2017 and 2016, the Company recorded an income tax provision of $ 159,000 270,000 24 49 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 12 Related Party Transactions (a) Affiliate Resources and Obligations In May 2016, the Company entered into agreements with CSS and affiliated companies that provide the Company with access to important assets and resources as described below (the “2016 Agreements”). The 2016 Agreements include a management services agreement and a license agreement. A summary of the 2016 Agreements is as follows: Management Services Agreement The Company is a party to a Management Services Agreement with CSS (the “Management Agreement”). Under the terms of the Management Agreement, the Company is provided with the operational expertise of the CSS companies’ personnel, including its chief executive officer. Pursuant to the Management Agreement, the Company also receives other services, including accounting, legal, marketing, management, data access and back office systems, and requires CSS to provide office space and equipment usage. Under the terms of the Management Agreement, commencing with the fiscal quarter ended March 31, 2016, the Company shall pay a quarterly fee to CSS equal to 5 39,636 57,727 110,491 113,409 Each quarterly amount due shall be paid on or prior to the later of the 45 th th In addition, for any sponsorship that is arranged by CSS for the Company’s video content or that contains a multi-element transaction for which the Company receives a portion of such revenue and CSS receives the remaining revenue (for example, a transaction that relates to both video content and CSS’s printed products), the Company shall pay a sales commission to CSS equal to 20 The term of the Management Agreement is five years, with automatic one-year renewals thereafter unless either party elects to terminate by delivering written notice at least 90 days prior to the end of the then current term. The Management Agreement is terminable earlier by either party by reason of certain prescribed and uncured defaults by the other party. The Management Agreement will automatically terminate in the event of the Company’s bankruptcy or a bankruptcy of CSS or if the Company no longer has licensed rights from CSS under the License Agreement described below License Agreement The Company is a party to a trademark and intellectual property license agreement with CSS (the “License Agreement”). Under the terms of the License Agreement, the Company has been granted a perpetual, exclusive license to utilize the Brand and related content, such as stories published in the Chicken Soup for the Soul In consideration of the License Agreement, in May 2016 the Company paid to CSS a one-time license fee of $ 5,000,000 1,500,000 3,500,000 0.50 2,178 Under the terms of the License Agreement, commencing with the fiscal quarter ended March 31, 2016, the Company also pays an incremental recurring license fee to CSS equal to 4 If the Company or its successor then reports under the Exchange Act, the quarterly fee will be based on gross revenue as reported in the applicable public filing under the Exchange Act for each fiscal quarter. Each quarterly amount shall be paid on or prior to the later of the 45th day after the end of such quarter, or the 10 th In addition, CSS provides marketing support for the Company’s productions through its email distribution, blogs and other marketing and public relations resources. Commencing with the fiscal quarter ended March 31, 2016, the Company shall pay a quarterly fee to CSS equal to 1 39,636 57,727 110,491 113,409 (b) In September 2016, a wholly-owned subsidiary of CSS acquired a majority of the issued and outstanding common stock of A Plus. A Plus develops and distributes high quality, empathetic short-form videos and articles to millions of people worldwide. A Plus is a digital media company founded, chaired, and partially owned by actor and investor Ashton Kutcher. Mr. Kutcher owns 23 2 75 In September 2016, the Company entered into a distribution agreement with A Plus (the “A Plus Distribution Agreement”). The A Plus Distribution Agreement has an initial term ending in September 2023. Under the terms of the A Plus Distribution Agreement, the Company has the exclusive worldwide rights to distribute all video content (in any and all formats) and all editorial content (including articles, photos and still images) created, produced, edited or delivered by A Plus. Under the terms of the A Plus Distribution Agreement, the Company was obligated to pay A Plus an advance of $ 3,000,000 The Company is entitled to retain a net distribution fee of 30 40 5 15 2,135,536 592,786 Online revenue in the Company’s condensed consolidated statement of operations for the three months and six months ended June 30, 2017 includes $ 91,840 178,150 (c) Officers of the Company and of CSS, and their family members (“Related Parties”), made purchases under the Debt Private Placement, the 2016 Equity Private Placement, and the 2017 Equity Private Placement on the same terms and conditions as offered to other investors. As of June 30, 2017, Related Parties purchased $ 1,413,140 2,030,000 220,877 (d) CSS Productions had a consulting agreement with Low Profile Films, Inc. (“Low Profile”). Low Profile provided executive production services for the Company that included all activities necessary to establish and maintain relationships regarding CSS Productions proposed feature length film, a possible talk show and, Low Profile was to oversee the production to facilitate the public viewing or distribution of same. The owner of Low Profile is the son of the Company’s chairman and chief executive officer. The Company’s agreement with Alcon for a feature length film expired on July 15, 2016 and as a result, the Company and Low Profile mutually agreed to terminate the executive production services agreement as of July 15, 2016. For the three months and six months ended June 30, 2016, the Company paid Low Profile $ 15,000 30,000 (e) CSS and the Company have several agreements with a charitable foundation (the “Foundation”), on whose advisory board the Company’s chief executive officer sits, under which the Foundation agreed to sponsor a Saturday morning family television show as discussed in Note 4. As of June 30, 2017, two seasons of original episodes of Hidden Heroes 602,273 954,545 1,666,588 2,068,182 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 13 - Commitments and Contingencies In the normal course of business, from time-to-time, the Company may become subject to claims in legal proceedings. Legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company's business, financial position, results of operations, or cash flows. The Company is not currently, and has not been since inception, subject to any legal claims or actions. Further, the Company has no knowledge of any pending legal actions and does not believe it is currently a party to any pending legal claims or actions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 14 Subsequent Events (a) As discussed in Note 1, “ Initial Public Offering of Class A Common Stock”, 30 2,500,000 12.00 The IPO resulted in gross cash proceeds to the Company of $ 26.9 24.0 4.1 4.5 As discussed in Note 9, the Company can request additional advances under the Credit Facility up to $ 4.5 (b) On August 21, 2017, the Company paid to CSS $739,422 in management fees and $572,172 in license fees owed for the years 2015 and 2016 and for the six months ended June 30, 2017. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s report on Form 1-A POS for the year ended December 31, 2016. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 2017, and the results of its operations for the three month and six month periods ended June 30, 2017 and 2016. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s report on Form 1-A POS for the years ended December 31, 2016 and 2015. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and programming costs. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value 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. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At June 30, 2017 and December 31, 2016, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and accrued programming costs, approximated their carrying value due to the short-term nature of these instruments. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. At June 30, 2017 and December 31, 2016, an allowance for uncollectible accounts was not considered necessary. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Programming Costs Programming costs include the unamortized costs of completed, in-process, or in-development long-form and short-form video content. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended June 30, 2017 and 2016 is amortization of programming costs totaling $ 320,717 524,552 794,923 1,027,227 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company was formed on May 4, 2016 as a Sub-Chapter C corporation for federal and state tax purposes. As such, the Company filed its first tax return for the year ended December 31, 2016. CSS Productions has elected to be treated as a partnership for federal and state income tax purposes and, accordingly, no provision is made for income taxes for the taxable income included in the Company’s condensed consolidated results of operations. CSS Productions has not been audited by the taxing authorities since its formation. If taxable income is adjusted as a result of an audit, then CSS Productions may be required to make distributions to satisfy its members’ tax obligations. Any such distributions would not be made from, or be the responsibility of, the Company. The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740: Income Taxes The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its condensed consolidated statements of operations. At June 30, 2017 and December 31, 2016, the Company did not have any unrecognized tax benefits or liabilities. See Note 11 for additional information. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with Accounting Standards Codification Topic 926: Entertainment Films Revenue generated under the distribution agreement with A Sharp, Inc., d/b/a A Plus (“A Plus”) is reported on a net basis as the Company earns a commission on the distribution of A Plus’ content (see Note 12). Cash advances are recorded as deferred revenue until all the conditions of revenue recognition have been met. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Payments The Company accounts for share-based payments in accordance with ASC 718: Share-based compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent valuations. The Company estimates the fair value of share-based instruments, options, etc., using the Black-Scholes option-pricing model. All share-based awards were fulfilled with new shares of Class A common stock. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. The Company did not incur any advertising costs in the three and six month periods ended June 30, 2017 and 2016. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Basic net earnings or net loss per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants and stock options outstanding. Basic and diluted net earnings or loss per common share assumes that Class B common stock of the Company issued pursuant to the Contribution Agreement and the resulting recapitalization of the Company is issued and outstanding as of January 1, 2016. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. In applying the treasury stock method, the Company assumed a share price of $ 12 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company maintains cash balances at its bank. Accounts for each entity are insured by the Federal Deposit Insurance Corporation subject to certain limitations. At various times during the fiscal year, the Company’s cash in bank balances exceeded the federally insured limits. The uninsured balance at June 30, 2017 and December 31, 2016 was approximately $ 501,000 5,600 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in bank, revenue and accounts receivable. Concentrations of credit risk with respect to accounts receivable and revenue are significant due to the small number of customers comprising the Company’s customer base. For the six months ended June 30, 2017, we had 4 customers, which accounted for 95 75 90 81 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock options activity as of June 30, 2017 is as follows: As of June 30, 2017 Number of Stock Options Weighted Average Grant Date Fair Value Total outstanding at the beginning of the period - $ - Options granted 455,000 2.64 Options exercised - - Actual options forfeited - - Options expired - - Total outstanding at the end of the period 455,000 $ 2.64 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Assumptions used in calculating the fair value of the stock options granted during 2017 are summarized below: Weighted Average Valuation assumptions: Expected dividend yield 0 % Expected equity volatility 57 % Expected term (years) 2 - 3 Risk-free interest rate 1.94 % Exercise price per stock option $6.50 - $7.50 Market price per share $ 5.78 Weighted average fair value per stock option $ 2.64 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | A reconciliation of shares used in calculating basic and diluted per share data is as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted-average shares outstanding 9,144,282 8,769,445 9,105,949 8,764,696 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) - - - - Assumed issuance of shares from exercise of warrants (a) - 49,688 - 49,688 Diluted weighted-average shares outstanding 9,144,282 8,819,133 9,105,949 8,814,384 (a) The additional shares from the exercise of stock options and warrants for the three and six month periods ended June 30, 2017 are anti-dilutive in nature, and as a result are excluded from the determination of diluted weighted-average shares outstanding. |
Programming Costs (Tables)
Programming Costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Research and Development [Abstract] | |
Programming Costs Net [Table Text Block] | Programming costs, net of amortization, consists of the following: June 30, December 31, 2017 2016 Released, net of accumulated amortization of $4,546,886 and $3,801,963, respectively $ 3,793,443 $ 3,228,440 In production 316,676 100,000 In development 1,400,326 649,113 $ 5,510,445 $ 3,977,553 |
The Company, Description of B25
The Company, Description of Business and Initial Public Offering (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 17, 2017 | May 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Proceeds from Issuance of Common Stock | $ 1,413,166 | $ 200,878 | ||
Repayments of Lines of Credit | $ 2,305,000 | $ 800,000 | ||
Subsequent Event [Member] | ||||
Stock Issued During Period, Shares, New Issues | 2,241,983 | |||
Repayments of Notes Payable | $ 4,100,000 | |||
Repayments of Lines of Credit | 4,500,000 | |||
Common Class A [Member] | ||||
Stock Issued During Period, Shares, New Issues | 50,000 | |||
Proceeds from Issuance of Common Stock | $ 487,500 | |||
Common Class A [Member] | Subsequent Event [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 30,000,000 | |||
Stock Issued During Period, Shares, New Issues | 2,500,000 | |||
Shares Issued, Price Per Share | $ 12 | |||
Gross Proceeds From Issuance Of Common Stock | $ 26,900,000 | |||
Proceeds from Issuance of Common Stock | $ 24,000,000 | |||
Common Class B [Member] | ||||
Shares Issued, Price Per Share | $ 16 | |||
Common Class B [Member] | Chicken Soup for the Soul, LLC [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 8,600,568 | |||
Common Class B [Member] | Trema, LLC [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 159,432 | |||
Selling Stockholder Shares [Member] | Subsequent Event [Member] | ||||
Stock Issued During Period, Shares, New Issues | 258,017 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Aug. 17, 2017 | Dec. 31, 2016 | |
Cost of Revenue | $ 320,717 | $ 524,552 | $ 794,923 | $ 1,027,227 | ||
Cash, Uninsured Amount | $ 501,000 | $ 501,000 | $ 5,600 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 95.00% | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Major Customer [Member] | ||||||
Concentration Risk, Percentage | 75.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 90.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Major Customer [Member] | ||||||
Concentration Risk, Percentage | 81.00% | |||||
Common Class A [Member] | Subsequent Event [Member] | ||||||
Shares Issued, Price Per Share | $ 12 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Stock Options, Total outstanding at the beginning of the period | 0 |
Number of Stock Options, Options granted | 455,000 |
Number of Stock Options, Options exercised | 0 |
Number of Stock Options, Actual options forfeited | 0 |
Number of Stock Options, Options expired | 0 |
Number of Stock Options, Total outstanding at the end of the period | 455,000 |
Weighted Average Grant Date Fair Value, Total outstanding at the beginning of the period | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Options granted | $ / shares | 2.64 |
Weighted Average Grant Date Fair Value, Total outstanding at the end of the period | $ / shares | $ 2.64 |
Share-Based Compensation (Det28
Share-Based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Valuation assumptions: | |
Expected dividend yield | 0.00% |
Expected equity volatility | 57.00% |
Risk-free interest rate | 1.94% |
Market price per share (in dollars per share) | $ 5.78 |
Weighted average fair value per stock option (in dollars per share) | $ 2.64 |
Maximum [Member] | |
Valuation assumptions: | |
Expected term (years) | 3 years |
Exercise price per stock option (in dollars per share) | $ 7.50 |
Minimum [Member] | |
Valuation assumptions: | |
Expected term (years) | 2 years |
Exercise price per stock option (in dollars per share) | $ 6.50 |
Share-Based Compensation (Det29
Share-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 159,406 | $ 77,018 | $ 292,191 | $ 77,018 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 951,500 | $ 951,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 94,584 | |||
Stock Issued | $ 0 | 792,000 | ||
Straight-line [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 133,100 | 249,700 | ||
Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued | 625,500 | |||
Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 26,306 | $ 77,018 | $ 42,491 | $ 77,018 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Basic weighted-average shares outstanding | 9,144,282 | 8,769,445 | 9,105,949 | 8,764,696 | |
Effect of dilutive securities: | |||||
Assumed issuance of shares from exercise of stock options | [1] | 0 | 0 | 0 | 0 |
Assumed issuance of shares from exercise of warrants | [1] | 0 | 49,688 | 0 | 49,688 |
Diluted weighted-average shares outstanding | 9,144,282 | 8,819,133 | 9,105,949 | 8,814,384 | |
[1] | The additional shares from the exercise of stock options and warrants for the three and six month periods ended June 30, 2017 are anti-dilutive in nature, and as a result are excluded from the determination of diluted weighted-average shares outstanding. |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Programming Costs [Line Items] | ||
Released, net of accumulated amortization of $4,546,886 and $3,801,963, respectively | $ 3,793,443 | $ 3,228,440 |
In production | 316,676 | 100,000 |
In development | 1,400,326 | 649,113 |
Capitalized Computer Software, Net | $ 5,510,445 | $ 3,977,553 |
Programming Costs (Details) (Pa
Programming Costs (Details) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Programming Costs [Line Items] | ||
Capitalized Computer Software, Accumulated Amortization | $ 4,546,886 | $ 3,801,963 |
Intangible Asset - Video Cont33
Intangible Asset - Video Content License (Details Textual) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Intangible Assets, Net (Excluding Goodwill) | $ 5,000,000 | $ 5,000,000 |
Senior Secured Notes Payable 34
Senior Secured Notes Payable and Senior Secured Revolving Line of Credit (Details Textual) - USD ($) | May 12, 2016 | Aug. 17, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | May 31, 2017 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 50,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | $ 12 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 424,025 | $ 1,079,360 | $ 1,079,360 | |||
Amortization of Debt Discount (Premium) | 805,893 | $ 29,169 | ||||
Warrants Expiration Date | May 12, 2021 | |||||
Repayments of Lines of Credit | 2,305,000 | $ 800,000 | ||||
Subsequent Event [Member] | ||||||
Repayments of Lines of Credit | $ 4,500,000 | |||||
Revolving Credit Facility [Member] | ||||||
Amortization of Debt Discount (Premium) | 177,919 | |||||
Amortization of Debt Issuance Costs | 2,845 | |||||
Debt Instrument, Periodic Payment, Interest | $ 93,672 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | |||||
Line of Credit Facility, Expiration Date | Jun. 30, 2018 | |||||
Line of Credit Facility, Interest Rate During Period | 5.00% | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.75% | |||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,500,000 | |||||
Repayments of Lines of Credit | $ 4,500,000 | |||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 52,560,000 | |||||
Class W warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 157,500 | 460,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | $ 7.50 | ||||
Class Z warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,618 | 30,618 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | $ 12 | ||||
Senior Notes [Member] | ||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Debt Conversion, Original Debt, Amount | $ 918,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 102,060 | |||||
Debt Instrument, Convertible, Conversion Price | $ 9 | $ 9 | ||||
Amortization of Debt Discount (Premium) | $ 627,974 | |||||
Amortization of Debt Issuance Costs | 40,902 | |||||
Debt Instrument, Periodic Payment, Interest | $ 109,126 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | |||
May 31, 2016 | Jun. 30, 2017 | Nov. 30, 2016 | Jun. 30, 2016 | May 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Stock Issued | $ 0 | $ 792,000 | ||||
Proceeds from Issuance of Private Placement | 220,877 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | |||||
Proceeds from Issuance of Common Stock | $ 1,413,166 | 200,878 | ||||
Shareholders' Equity and Warrants, Fair Value Disclosure | $ 625,500 | |||||
Two Thousand Sixteen Equity Private Placement [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 17,096 | |||||
Proceeds from Issuance of Private Placement | $ 1,025,760 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 51,288 | |||||
Sale of Stock, Description of Transaction | The purchase price of each unit was $60 and each unit consisted of 10 shares of Class A common stock and 3 Warrants exercisable at $7.50 each. | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||
Class of Warrant or Right, Expiration Date | Jun. 30, 2021 | |||||
Sale of Stock, Price Per Share | $ 60 | |||||
Two Thousand Seventeen Equity Private Placement [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 15,011 | |||||
Proceeds from Issuance of Private Placement | $ 975,710 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,034 | |||||
Sale of Stock, Description of Transaction | each unit consisted of 10 shares of Class A common stock and 3 Warrants exercisable at $7.50 each. | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||
Class of Warrant or Right, Expiration Date | Jun. 30, 2021 | |||||
Sale of Stock, Price Per Share | $ 65 | |||||
Trema, LLC [Member] | ||||||
Stock Issued | $ 792,000 | |||||
Common Class A [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | ||||
Common Stock, Shares, Outstanding | 1,250,605 | 893,369 | ||||
Stock Issued During Period, Shares, New Issues | 50,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||
Proceeds from Issuance of Common Stock | $ 487,500 | |||||
Common Class A [Member] | Two Thousand Sixteen Equity Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 170,960 | |||||
Common Class A [Member] | Two Thousand Seventeen Equity Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 150,112 | |||||
Common Class A [Member] | Other Party [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 55,000 | |||||
Common Class B [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||||
Common Stock, Shares, Outstanding | 8,071,955 | 8,071,955 | ||||
Shares Issued, Price Per Share | $ 16 | |||||
Common Class B [Member] | Chicken Soup for the Soul, LLC [Member] | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 8,600,568 | |||||
Common Class B [Member] | Trema, LLC [Member] | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 159,432 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Expense (Benefit) | $ (40,000) | $ 108,000 | $ 159,000 | $ 270,000 |
Effective Income Tax Rate Reconciliation, Percent | (24.00%) | 49.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||||
Management Fee Expense,Percenatge | 5.00% | ||||||||
License Costs | $ 79,272 | $ 115,454 | $ 220,982 | $ 226,818 | |||||
Interest Paid | 228,205 | 13,521 | |||||||
Prepaid Distribution Costs | 2,135,536 | 2,135,536 | $ 592,786 | ||||||
Sales Revenue, Goods, Net | 792,717 | 1,154,545 | 2,209,815 | 2,268,182 | |||||
Proceeds from Notes Payable | 2,030,000 | 0 | |||||||
Proceeds from Issuance of Common Stock | 1,413,166 | 200,878 | |||||||
Selling, General and Administrative Expense | 554,905 | 307,748 | 814,913 | 420,073 | |||||
Video Content [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net Distribution Fee,Percentage | 30.00% | ||||||||
Editorial Content [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net Distribution Fee,Percentage | 5.00% | ||||||||
Online [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sales Revenue, Goods, Net | 192,541 | 200,000 | 350,279 | 200,000 | |||||
A Sharp Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Prepaid Distribution Costs | $ 3,000,000 | ||||||||
A Sharp Inc [Member] | Video Content [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net Distribution Fee,Percentage | 40.00% | ||||||||
A Sharp Inc [Member] | Editorial Content [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net Distribution Fee,Percentage | 15.00% | ||||||||
A Sharp Inc [Member] | Online [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sales Revenue, Goods, Net | 91,840 | 178,150 | |||||||
Low Profile Films Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, General and Administrative Expense | 15,000 | 30,000 | |||||||
Soul, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management Fee Expense | 39,636 | 57,727 | 110,491 | 113,409 | |||||
Sales Commission,Percentage | 20.00% | ||||||||
License Costs | $ 5,000,000 | 39,636 | 57,727 | 110,491 | 113,409 | ||||
Payments for License Fees | $ 1,500,000 | ||||||||
Interest Paid | 2,178 | 2,178 | |||||||
Incremental Recurring License Fee,Percentage | 4.00% | ||||||||
Marketing Support Fees,Percentage | 1.00% | ||||||||
Soul, LLC [Member] | CSS License Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 3,500,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||||||
sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sales Revenue, Services, Other | $ 602,273 | $ 954,545 | $ 1,666,588 | $ 2,068,182 | |||||
Investor [Member] | A Sharp Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 23.00% | ||||||||
Third Parties [Member] | A Sharp Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.00% | ||||||||
Subsidiary of Soul LLC [Member] | A Sharp Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 75.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | ||
Aug. 21, 2017 | Aug. 17, 2017 | May 12, 2016 | |
Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 26,900,000 | ||
Net Proceeds from Issuance Initial Public Offering after Deducting Cash Selling Agent Discounts and Commissions and Offering Expenses | 24,000,000 | ||
Repayments of Short-term Debt | 4,100,000 | ||
Repayments of Secured Debt | 4,500,000 | ||
Payments for Other Fees | $ 739,422 | ||
Payments for Legal Settlements | $ 572,172 | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 4,500,000 | ||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Consideration Received on Transaction | $ 30,000,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | ||
Sale of Stock, Price Per Share | $ 12 |