Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 3,724,219 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,817,238 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,541,457 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 18,208,439 | $ 2,172,046 |
Restricted cash | 629,975 | 0 |
Accounts receivable, net | 7,615,198 | 8,058,352 |
Prepaid expenses | 247,345 | 228,145 |
Inventory, net | 477,123 | 368,964 |
Intangible asset - video content license | 5,000,000 | 5,000,000 |
Prepaid distribution fees | 1,749,178 | 1,892,806 |
Other intangible asset | 125,000 | 125,000 |
Popcornflix film rights and other assets | 7,174,548 | 7,163,943 |
Film library, net | 23,992,541 | 22,655,645 |
Due from affiliated companies | 6,743,535 | 6,128,629 |
Programming costs, net | 8,879,282 | 7,651,145 |
Other assets, net | 320,627 | 298,133 |
Total assets | 81,162,791 | 61,742,808 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Senior secured notes payable under revolving line of credit to related party | 0 | 1,500,000 |
Senior secured term loan and revolving line of credit to third party lender, net of unamortized deferred finance cost of $301,051 and $0, respectively | 7,115,616 | 0 |
Accounts payable and accrued expenses | 1,418,991 | 1,002,536 |
Accrued programming costs | 48,833 | 375,761 |
Film library acquisition obligations | 2,240,600 | 663,400 |
Accrued participation costs | 2,526,033 | 2,620,417 |
Other liabilities | 105,382 | 144,533 |
Deferred tax liability, net | 625,000 | 257,000 |
Deferred revenue | 900,000 | 515,000 |
Total liabilities | 14,980,455 | 7,078,647 |
Commitments and contingencies | ||
Stockholders' equity | ||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 600,000 and 0 shares issued and outstanding, respectively, redemption value of $15,000,000 and $0, respectively | 60 | 0 |
Additional paid-in capital | 46,471,079 | 32,324,500 |
Retained earnings | 20,342,765 | 22,338,501 |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | 0 |
Total stockholders' equity | 66,182,336 | 54,664,161 |
Total liabilities and stockholders' equity | 81,162,791 | 61,742,808 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | 379 | 374 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | $ 782 | $ 786 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred Costs | $ 301,051 | $ 0 |
Treasury Stock, Common, Shares | 74,235 | |
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 | 3,798,454 | 3,746,054 |
Common Stock, Shares, Outstanding | 3,724,219 | 3,746,054 |
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 | 7,817,238 | 7,863,938 |
Common Stock, Shares, Outstanding | 7,817,238 | 7,863,938 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 600,000 | 0 |
Preferred Stock, Shares Outstanding | 600,000 | 0 |
Preferred Stock, Redemption Amount | $ 15,000,000 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Online networks | $ 724,717 | $ 91,840 | $ 1,386,583 | $ 178,150 |
Television and film distribution | 2,031,818 | 0 | 5,274,965 | 0 |
Television and short-form video production | 306,000 | 700,877 | 2,435,281 | 2,031,665 |
Total revenue | 3,062,535 | 792,717 | 9,096,829 | 2,209,815 |
Less: returns and allowances | (125,645) | 0 | (445,994) | 0 |
Net revenue | 2,936,890 | 792,717 | 8,650,835 | 2,209,815 |
Cost of revenue (including $1,168,393 and $0 of non-cash amortization of film library for the three months ended June 30, 2018 and 2017, respectively, and $2,622,532 and $0 for the six months ended June 30, 2018 and 2017, respectively) | 1,788,416 | 320,717 | 4,891,478 | 794,923 |
Gross profit | 1,148,474 | 472,000 | 3,759,357 | 1,414,892 |
Operating expenses: | ||||
Selling, general and administrative (including $239,005 and $159,406 of non-cash share-based compensation expense for the three months ended June 30, 2018 and 2017, respectively, and $493,200 and $292,191) for the six months ended June 30, 2018 and 2017, respectively) | 2,115,264 | 554,905 | 4,314,511 | 814,913 |
Management and license fees | 293,689 | 79,272 | 865,084 | 220,982 |
Total operating expenses | 2,408,953 | 634,177 | 5,179,595 | 1,035,895 |
Operating (loss) income | (1,260,479) | (162,177) | (1,420,238) | 378,997 |
Interest income | 3,460 | 3 | 3,621 | 9 |
Interest expense | (97,263) | (576,612) | (118,818) | (1,052,438) |
Acquisition-related costs | 0 | 0 | (45,300) | 0 |
Loss before income taxes | (1,354,282) | (738,786) | (1,580,735) | (673,432) |
Provision for (benefit from) income taxes | 79,000 | (40,000) | 415,000 | 159,000 |
Net loss | $ (1,433,282) | $ (698,786) | $ (1,995,735) | $ (832,432) |
Net loss per common share: | ||||
Basic and diluted net loss per common share | $ (0.12) | $ (0.08) | $ (0.17) | $ (0.09) |
Weighted average basic and diluted shares outstanding | 11,574,924 | 9,144,282 | 11,592,555 | 9,105,949 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cost, Amortization | $ 1,168,393 | $ 0 | $ 2,622,532 | $ 0 |
Allocated Share-based Compensation Expense | $ 239,005 | $ 159,406 | $ 493,200 | $ 292,191 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from Operating Activities: | ||
Net loss | $ (1,995,735) | $ (832,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 493,200 | 292,191 |
Amortization of programming costs | 850,501 | 794,923 |
Amortization of deferred financing costs | 14,290 | 43,747 |
Amortization of debt discount | 0 | 805,893 |
Amortization of leasehold improvements | 26,066 | 0 |
Amortization of film library | 2,622,532 | 0 |
Loss on debt extinguishment | 0 | 24,803 |
Bad debt expense | 140,151 | 0 |
Provision for returns and allowances | 445,994 | 0 |
Deferred income taxes | 368,000 | (229,000) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (142,991) | (1,560,924) |
Prepaid expenses and other current assets | (19,200) | (618,538) |
Inventory | (108,159) | 0 |
Programming costs | (2,405,566) | (1,747,798) |
Film library | (3,959,428) | 0 |
Popcornflix film rights and other assets | (10,605) | 0 |
Prepaid distribution fees | 143,628 | (1,542,750) |
Other assets | (50,643) | 0 |
Accounts payable and accrued expenses | 184,673 | 200,219 |
Film library acquisition obligations | 1,577,200 | 0 |
Accrued participation costs | (94,384) | 0 |
Other liabilities | (39,151) | 0 |
Income tax payable | 0 | 349,000 |
Deferred revenue | 385,000 | 778,572 |
Net cash used in operating activities | (1,574,627) | (3,242,094) |
Cash flows from Investing Activities: | ||
Increase in due from affiliated companies | (614,906) | (709,488) |
Net cash used in investing activities | (614,906) | (709,488) |
Cash flows from Financing Activities: | ||
Proceeds from revolving credit facility from related party | 200,000 | 3,325,000 |
Repayments of revolving credit facility from related party | (1,700,000) | (2,305,000) |
Proceeds from notes payable from private placement | 0 | 2,030,000 |
Proceeds from senior secured term loan and revolving line of credit from third party | 7,500,000 | 0 |
Repayments of senior secured term loan and revolving line of credit from third party | (83,333) | 0 |
Payment of stock issuance costs | (1,114,779) | (17,500) |
Payment of deferred financing costs | (313,258) | 0 |
Proceeds from issuance of Series A preferred stock | 15,000,000 | 0 |
Common stock repurchases held in treasury | (632,729) | |
Proceeds from issuance of common stock in private placements | 0 | 1,413,166 |
Net cash provided by financing activities | 18,855,901 | 4,445,666 |
Net increase in cash and cash equivalents | 16,666,368 | 494,084 |
Cash and cash equivalents at beginning of period | 2,172,046 | 507,247 |
Cash and cash equivalents at end of the period | 18,838,414 | 1,001,331 |
Supplemental data: | ||
Interest paid | 70,349 | 228,205 |
Income taxes paid | 0 | 52,000 |
Non-cash operating activities | ||
Fair value of shares issued to executive producer | 0 | 625,500 |
Non-cash financing activities | ||
Fair value of warrants issued with revolving credit facility and term notes | 0 | 410,976 |
Conversion of senior secured notes payable to Class A common stock | $ 0 | $ 918,000 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Additional Information) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Reconciliation of cash and cash equivalents and restricted cash per consolidated balance sheets to statements of cash flows | ||||
Cash and cash equivalents | $ 18,208,439 | $ 2,172,046 | $ 1,001,331 | |
Restricted cash | 629,975 | 0 | 0 | |
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 18,838,414 | $ 2,172,046 | $ 1,001,331 | $ 507,247 |
The Company, Description of Bus
The Company, Description of Business, Preferred Stock Offering, Commercial Loan, Acquisition and Initial Public Offering | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – The Company, Description of Business, Preferred Stock Offering, Commercial Loan, Acquisition and Initial Public Offering 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 shares of the Company’s Class B common stock. Since the date of the CSS Contribution Agreement, CSS Productions has transferred certain of these shares of Class B common stock to third parties in certain transactions. 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 shares or our Class B common stock. 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. The Company currently operates in the United States and internationally, and derives its revenue primarily in the United States. With the acquisition of Screen Media, the Company now has presence in over 56 countries worldwide. Preferred Stock Offering Effective June 29, 2018, the Company completed the sale of 600,000 shares of its 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) at an offering price of $25.00 per share. Holders of the Series A Preferred Stock will receive cumulative cash dividends at a rate of 9.75% per annum, as and when declared by the board of directors. The Series A Preferred Stock is not convertible into common stock of the Company. If the Company liquidates, dissolves or winds up, holders of the Series A Preferred stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends before any payment is made to the holders of the Company’s Class A and Class B common stock (Note 11). In connection with the sale, the Series A Preferred Stock was approved for listing on the Nasdaq Global Market under the symbol “CSSEP”. The sale resulted in net cash proceeds to the Company of approximately $14.1 million, after deducting cash selling agents discounts and commissions. The net cash proceeds exclude the exercise of the underwriter’s over-allotment option (Note 16). The proceeds are being used for general corporate purposes including working capital, acquisition of video content and strategic transactions as well as to pay monthly dividends on the Series A Preferred Stock and a special one-time dividend on the Company’s Class A and Class B common stock. The Company declared and paid monthly dividends of $0.2031 per share on its Series A Preferred Stock to holders of record as of June 30, 2018 and July 31, 2018. The monthly dividend for June was paid on July 16, 2018 and the monthly dividend for July will be paid on August 15, 2018 (Note 16). Commercial Loan On April 27, 2018, the Company entered into a senior secured term loan and revolving line of credit agreement (the “Commercial Loan”) with Patriot Bank, N.A. totaling $7.5 million, comprised of a $5.0 million term loan (“Term Loan”) and a $2.5 million revolving line of credit (“Revolver”). The Revolver is subject to adjustment based upon eligible accounts receivable supporting such borrowing. Part of the proceeds of the Commercial Loan was used to fully repay $1.7 million of senior secured notes payable under the revolving line of credit to a related party and all associated accrued interest outstanding at the time (Note 10). As of June 30, 2018, the total principal balance outstanding under the Term Loan and Revolver is $4.9 million and $2.5 million, respectively. Acquisition of Screen Media On November 3, 2017, the Company acquired all of the membership interests of Screen Media Ventures, LLC (“Screen Media”) for approximately $4.9 million in cash and the issuance of 35,000 shares of the Company’s Class A common stock and Class Z warrants of the Company exercisable into 50,000 shares of the Company’s Class A common stock at $12 per share (the “Acquisition”). Screen Media operates Popcornflix®, an advertiser-supported direct-to-consumer online video service and distributes television series and films worldwide. In accordance with ASC 805, “ Business Combinations Initial Public Offering Effective August 17, 2017, the Company completed its Initial Public Offering (“IPO”) of $30.0 million consisting of 2,500,000 shares of Class A common stock (“Class A Shares”) at an offering price of $12.00 per share. The Class A Shares offered and sold in the IPO were comprised of (a) an aggregate of 2,241,983 newly issued Class A Shares and (b) an aggregate of 258,017 issued and outstanding Class A Shares that were sold by certain non-management, non-affiliated existing stockholders (“Selling Stockholder Shares”). The Company did not receive any of the proceeds from the sale of Selling Stockholder Shares. 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 approximately $26.9 million and $24.0 million of net cash proceeds, after deducting cash selling agent discounts, commissions and offering expenses. The net proceeds were used to fully repay $4.1 million of senior secured notes payable and $4.5 million of senior secured notes payable under the revolving line of credit outstanding at the time of the IPO (see Note 10). The remaining proceeds are being used for general corporate purposes including working capital, acquisition of video content and strategic transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“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 10-K for the year ended December 31, 2017. The condensed consolidated balance sheet as of December 31, 2017 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 intercompany balances 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, 2018 and the results of its operations for the three and six months ended June 30, 2018 and 2017. 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. 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 periods. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and amortization of programming and film library costs. Actual results could differ from those estimates. 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 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 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations 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 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At June 30, 2018 and December 31, 2017, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued programming costs, film library acquisition costs and accrued participation costs, approximated their carrying value due to the short-term nature of these instruments. Accounts Receivable Accounts receivable are stated at the amounts management expects to collect and are subsequently stated net of allowance for uncollectible accounts and video returns. 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. Estimated losses resulting from uncollectible accounts are reported as bad debt expense in the consolidated statements of operations. At June 30, 2018, and December 31, 2017, accounts receivable is presented net of allowance for doubtful accounts and video returns of $388,828, and $597,665, respectively. Bad debt expense of $52,519 and $140,151 was recorded in the condensed consolidated statement of operations for the three and six months ended June 30, 2018, respectively and $0 for the three and six months ended June 30, 2017. Inventory Inventory consists of DVD films held for resale to wholesale and retail customers. Inventory is stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Market value is based on net realizable value. When the net realizable value falls below its cost, a provision for write-downs is recorded. 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, 2018 and 2017 is amortization of programming costs totaling $80,100 and $320,717, respectively, and for the six months ended June 30, 2018 and 2017, amortization of programming costs totaled $850,501 and $794,923, respectively. There was no impairment charge recorded in the three and six month periods ended June 30, 2018 and 2017. Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. Ultimate revenue time frame is determined based on the term of the related acquisition agreement. The Company generally acquires distribution rights covering periods of ten or more years. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017, is amortization of film library totaling $1,168,393 and $0, respectively, and for the six months ended June 30, 2018 and 2017, amortization expense totaled $2,622,532 and $0, respectively. For the three and six months ended June 30, 2018 and 2017, there was no impairment charge recorded. Popcornflix Film Rights and Other Assets Popcornflix film rights and other assets represents the direct-to-consumer online video service and application platform comprised of five ad-supported networks with rights to over 3,000 films and approximately 60 television series. Popcornflix is an indefinite-lived intangible and is not subject to amortization but annual impairment analysis. For the three and six months ended June 30, 2018 and 2017, there was no impairment charge recorded. 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 (“ASC”) 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, 2018 and 2017, the Company did not have any unrecognized tax benefits or liabilities. 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. Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor in the event that the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. Revenue Recognition Revenue from online digital distribution and VOD platforms are recorded when monthly activity is reported by advertisers. For theatrical releases, revenue is recorded after the theatrical release date and when box office proceeds reports are received. 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 13). Revenue from all digital media distribution is included in online networks in the accompanying condensed consolidated statements of operations. The Company licenses and distributes multi-film packages to its customers. Revenue from multi-film sales is allocated on a per title basis and recognized upon initial availability for exploitation by customers. In addition, the Company distributes DVDs and similar media to its customers. The Company recognizes revenue upon shipment of DVD units or similar media units to its customers. Provision for future returns and other allowances are established based upon historical experience. Revenue from the distribution of multi-film packages and DVDs and similar media is included in television and film distribution in the accompanying condensed consolidated statements of operations. 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 Cash advances received by the Company are recorded as deferred revenue until all the conditions of revenue recognition have been met. Share-Based Payments The Company accounts for share-based payments in accordance with ASC 718: Share-based Compensation The Company estimates the fair value of share-based instruments using the Black-Scholes option-pricing model. All share-based awards are fulfilled with new shares of Class A common stock. For the three and six months ended June 30, 2018 and 2017, share-based awards were issued to non-employee directors and individuals for services rendered and were recorded at fair value. Advertising Costs Generally, advertising costs are expensed as incurred except for the advertising costs associated with the Company’s theatrically released titles which the Company is obligated to make reimbursements for. Total costs for the three months ended June 30, 2018 and 2017 was $50,699 and $0, respectively, and for the six months ended June 30, 2018 and 2017 was $275,141 and $0, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. Advertising expenditures for DVD releases are expensed when incurred, which is typically upon the release of the title. The expense recorded in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017 was and $0, respectively, and for the six months ended June 30, 2018 and 2017 was and $0, respectively. Earnings (Loss) Per Share Basic 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. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. 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, prior to its IPO the Company used a share price of $12 per share based on the price of its Class A common stock in its public offering. Subsequent to the Company’s IPO, the actual share price was used. See Note 6. 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 the Company’s cash in bank balances exceed the federally insured limits. The uninsured balance at June 30, 2018 was $18,030,718. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in bank and accounts receivable. For the six months ended June 30, 2018, the Company had three customers, which accounted for 34% of total revenue (the largest of which accounted for 16%) and four customers that accounted for 69% of accounts receivable (the largest of which accounted for 35%). For the six months ended June 30, 2017, the Company had four customers that accounted for 95% of revenue (the largest of which accounted for 75%). As of December 31, 2017, the Company had four customers that accounted for 73% of accounts receivable (the largest of which accounted for 58%). Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. In the condensed consolidated statements of operations, prior year revenue has been presented in a manner more representative of the Company’s current revenue streams. These reclassifications have no effect on previously reported net loss. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 – Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation Topic 718: Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-07 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018 for public entities and after December 15, 2019 for all other entities. Early adoption is permitted but not before an entity adopts ASC 606. The Company will adopt ASU 2018-07 in the first quarter of 2019 and does not expect the impact on its consolidated financial statements to be material. In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09, Compensation – Stock Compensation Topic 718: Scope of Modification Accounting ASU 2017-09 is intended to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Under this guidance, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and balance sheet classification remain the same before and after the change. ASU 2017-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for all entities. Early adoption is permitted. The Company has adopted ASU 2017-09 in the last quarter of 2017 on a prospective basis and the impact on its consolidated financial statements was not material. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which amends the guidance of FASB ASC Topic 805, Business Combinations (ASC 805) adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (disposals) of assets or businesses. The objective of ASU 2017-01 is to narrow the definition of what qualifies as a business under Topic 805 and to provide guidance for streamlining the analysis required to assess whether a transaction involves the acquisition (disposal) of a business. ASU 2017-01 provides a screen to assess when a set of assets and processes do not qualify as a business under Topic 805, reducing the number of transactions that need to be considered as possible business acquisitions. ASU 2017-01 also narrows the definition of output under Topic 805 to make it consistent with the description of outputs under Topic 606. The guidance of ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted under certain circumstances. The Company has adopted ASU 2017-01 on a prospective basis and the impact on its consolidated financial statements was not material. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. For public entities, this standard is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). Being an emerging growth company, the Company will adopt ASU 2014-09 in the first quarter of 2019 and apply the modified retrospective approach. Because the Company's primary source of revenue is from episodic television shows when each episode becomes available for delivery or available for broadcast, and multi-film sales when available for initial exploitation by customers, the Company does not expect the impact on its consolidated financial statements to be material. |
Episodic Television Programs
Episodic Television Programs | 6 Months Ended |
Jun. 30, 2018 | |
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”) Hidden Heroes (b) Project Dad, a Chicken Soup for the Soul Original Project Dad Project Dad The Project Dad Project Dad In 2017, the Sponsor funded a new parenting series called Being Dad, (c) Vacation Rental Potential. This series comprised of ten, half-hour episodes, aired on the A&E Network in November and December 2017. The show gives viewers the information needed to obtain their dream vacation home. On March 28, 2018, HomeAway.com agreed to sponsor a second season of Vacation Rental Potential (d) The Fixer The series will comprise ten, half-hour episodes to air on a major network or cable broadcast platform. The essence of the show is to pair a financial expert with a twenty-something college graduate trying to make their way out of the student debt hole and execute a plan that will lead to financial stability. In accordance with ASC 926 as amended, the Company has recognized revenue for Hidden Heroes, Project Dad, Being Dad Vacation Rental Potential |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
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 months ended June 30, 2018 and 2017, the Company recognized $214,005 and $133,100, respectively, and for the six months ended June 30, 2018 and 2017, the Company recognized $443,200 and $249,700, respectively, of non-cash share-based compensation expense relating to stock options in selling, general and administrative expense in the condensed consolidated statements of operations. There were 331,250 and 94,584 stock options vested at June 30, 2018 and 2017, respectively. Stock options activity as of June 30, 2018 is as follows: As of June 30, 2018 Weighted Average Remaining Aggregate Number of Stock Weighted Average Contract Intrinsic Options Exercise Price Term (Yrs.) Value Total outstanding at December 31, 2017 690,000 $ 7.61 4.32 $ 1,079,500 Options granted 10,000 9.22 4.52 - Options exercised - - - - Actual options forfeited (60,000 ) 9.74 2.25 - Options expired - - - - Total outstanding at June 30, 2018 640,000 $ 7.43 3.80 $ 1,376,000 Total exercisable at June 30, 2018 331,250 $ 6.94 3.59 $ 874,550 Total unvested at June 30, 2018 308,750 $ 7.96 3.99 $ 501,450 Total vested or expected to vest - June 30, 2018 640,000 $ 7.43 3.80 $ 1,376,000 As at June 30, 2018 the Company had unrecognized pre-tax compensation expense of $1,175,890 related to non-vested stock options under the Plan of which $428,023, $449,545 and $298,322 will be recognized in 2018, 2019 and 2020, respectively. The actual forfeiture rate as of June 30, 2018 and December 31, 2017 was 8.6% and 0%, respectively. The following table summarized unvested stock options as of June 30, 2018: Number of Stock Options Weighted Average Exercise Price Total unvested - December 31, 2017 490,415 $ 7.96 Granted 10,000 9.22 Vested (131,665 ) 7.26 Cancellations (60,000 ) 9.74 Total unvested - June 30, 2018 308,750 $ 7.96 Assumptions used in calculating the fair value of the stock options granted during 2018 and 2017 using the Black-Scholes valuation model are summarized below: Six Months Ended Weighted Average Assumptions: 2018 2017 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 57.2 % 57.0 % Expected term (years) 2.53 2.34 Risk-free interest rate 2.08 % 1.94 % Exercise price per stock option $ 7.43 $ 6.83 Market price per share $ 6.69 $ 5.78 Weighted average fair value per stock option $ 3.20 $ 2.64 The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, The Company also awards common stock grants to directors and non-employee executive producers that provide services to the Company. For the three months ended June 30, 2018 and 2017, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $25,000 and $26,306, respectively, and for the six months ended June 30, 2018 and 2017, the Company recognized $50,000 and $42,491, respectively. In January 2018, the Company’s board of directors approved an increase, subject to stockholder approval, to the number of shares available for grant pursuant to the Plan to 1,250,000 shares from 1,000,000 shares. The increase in the number of shares available for grant under the Plan was ratified by stockholders at the Company’s annual meeting of stockholders on June 13, 2018. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 6 - Earnings Per Share 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, 2018 2017 2018 2017 Basic weighted-average shares outstanding 11,574,924 9,144,282 11,592,555 9,105,949 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) 245,213 - 245,213 - Assumed issuance of shares from exercise of warrants (a) - - - - Diluted weighted-average shares outstanding 11,820,137 9,144,282 11,837,768 9,105,949 (a) The additional shares from the exercise of stock options for the three and six months ended June 30, 2018 and 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, 2018 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | Note 7 – Programming Costs Programming costs, net of amortization, consists of the following: June 30, December 31, 2018 2017 Released, net of accumulated amortization of $7,575,863 and $6,725,362, respectively $ 6,708,810 $ 6,218,499 In production 638,466 12,784 In development 1,532,006 1,419,862 $ 8,879,282 $ 7,651,145 |
Film Library
Film Library | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Film Library [Abstract] | |
Film Library [Text Block] | Note 8 – Film Library Film library costs, net of amortization, consists of the following: June 30, December 31, 2018 2017 Acquisition costs $ 26,704,028 $ 24,034,514 Accumulated amortization (2,711,487 ) (1,378,869 ) Net film library costs $ 23,992,541 $ 22,655,645 Film library amortization expense recorded in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017 was $1,168,393 and $0, respectively, and $2,622,532 and $0 for the six months ended June 30, 2018 and 2017, respectively. |
Intangible Asset - Video Conten
Intangible Asset - Video Content License | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 9 - 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, which approximated its costs to CSS, and was paid by the during 2016. The Company has recorded the purchase price of the Perpetual License at the estimated cost to CSS in its consolidated balance sheets. |
Senior Secured Notes Payable an
Senior Secured Notes Payable and Revolving Line of Credit | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 10 – Senior Secured Notes Payable and Revolving Line of Credit Commercial Loan On April 27, 2018, the Company entered into a Commercial Loan totaling $7.5 million, comprised of a $5.0 million Term Loan and a $2.5 million Revolver. The Term Loan was advanced in full on April 27, 2018, and matures on May 1, 2023. Borrowings under the Term Loan bear interest at a fixed rate of 5.75% per annum, interest is payable monthly over a five-year period and was subject to a one-time commitment fee payment of $75,000. Principal is payable in equal monthly installments of $83,333 over a five-year period Part of the proceeds of the Commercial Loan were used to fully repay $1.7 million of existing debt (see below) and for general working capital purposes. The Revolver matures on April 26, 2021 and bears interest at the prime rate plus 1.5%, interest only is payable monthly over a three-year period, until such time as the loan is renewed or becomes due, and was subject to a one-time commitment fee payment of $37,500. The Revolver is subject to adjustment based upon eligible accounts receivable supporting such borrowing. Advances made under the Revolver are used for general working capital purposes. As of June 30, 2018, the principal balance outstanding on the Term Loan is $4,916,667 and the Revolver balance is $2,500,000. The Term Loan and the Revolver are presented on the condensed consolidated balance sheets net of unamortized debt issuance costs of $301,051. The unamortized debt issuance costs of $35,417 attributed to commitment fees paid on the Revolver is presented in other assets in the condensed consolidated balance sheets. For the three and six months ended June 30, 2018, the Company incurred $51,510 and $22,751 of interest expense on the Term Loan and Revolver, respectively. Part of the Commercial Loan advance was used to fully repay $1.7 million of senior secured notes payable under the revolving line of credit to a related party and all associated accrued interest, as discussed below. The Commercial Loan includes customary financial covenants and restrictions including maintaining an account at Patriot Bank, N.A. with an average balance of $750,000 in any trailing 90-day period or the interest rate will increase by 0.50%. 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 was able to borrow up to an aggregate of $4,500,000 until the maturity date of January 2, 2019. Advances made under the Credit Facility were used for working capital and general corporate purposes. Borrowings under the Credit Facility bore interest at 5% per annum and an annual fee equal to 0.75% of the unused portion of the Credit Facility, payable monthly in arrears in cash. The balance outstanding under the Credit Facility prior to the IPO was $4.5 million which was repaid in full on August 23, 2017 from the proceeds of the IPO. On December 27, 2017, the Company drew an advance of $1,500,000 under the Credit Facility. As of March 31, 2018, advances under the Credit Facility totaled $1,700,000. On April 27, 2018, the Company repaid the Credit Facility in full from the proceeds of the Commercial Loan and the Credit Facility was terminated by the Company and the Lender. In connection with the Credit Facility, the Company issued Class W warrants to the Lender to purchase 157,500 shares of the Company’s Class A common stock at an exercise price of $7.50 per share. All Warrants issued to the Lender expire on May 12, 2021 and were accounted for as equity warrants. The Credit Facility and the related warrants were 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 using the Black-Scholes option-pricing model and the relative fair value of the warrants was recorded as a discount to the Credit Facility with a corresponding credit to additional paid-in capital. As of June 30, 2018, the debt discount and deferred financing costs related to the Credit Facility were fully amortized. For the three and six months ended June 30, 2018, cash interest expense paid on the Credit Facility was $8,712 and $30,267, respectively and is included in interest expense in the accompanying condensed consolidated statement of operations. For the three and six months ended June 30, 2017, amortization of the debt discount of $96,874 and $177,919, amortization of deferred financing costs of $1,420 and $2,845 and cash interest expense paid on the Credit Facility of $52,935 and $93,672, respectively is included in interest expense in the accompanying condensed consolidated statement of operations. Senior Secured Notes Payable From July 2016 through May 2017, the Company sold in a private placement (“Debt Private Placement”) $5,000,000 aggregate principal amount of 5% senior secured term notes (the “Term Notes”) and Class W warrants to purchase an aggregate of 460,000 shares of Class A common stock at $7.50 per share (the “Warrants”). In June 2017, at the election of certain Noteholders, the Company converted $918,000 of Term Notes into 102,060 Class A common shares at a conversion price per share of $9 and issued Class Z warrants to purchase an aggregate of 30,618 shares of Class A common stock at $12 per share, to those Noteholders that elected to convert. The Term Notes ranked pari passu The Term Notes were repaid in full on August 18, 2017 from the proceeds of the IPO. The Term Notes and the Warrants were accounted for in accordance with ASC 470: Debt The fair value of the Warrants was determined to be $1,079,360 using the Black-Scholes option-pricing model and the relative fair value of the warrants was recorded as a discount to the Term Notes with a corresponding credit to additional paid-in capital. For the three and six months ended June 30, 2017, amortization of the debt discount of $369,508 and $627,974, amortization of deferred financing costs of $20,452 and $40,902, and cash interest expense paid or accrued for on the Term Notes of $60,223 and $109,126, respectively is included in interest expense in the accompanying condensed consolidated statement of operations. 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 (Note 13). |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 11 – Stockholders’ Equity Equity Structure The Company is authorized to issue 70,000,000 shares of Class A common stock, par value $0.0001 (“Class A Stock”), 20,000,000 shares of Class B common stock, par value $.0001 (“Class B Stock”), and 10,000,000 shares of preferred stock (“Series A Preferred Stock”), par value $.0001. Effective June 29, 2018, the Company completed the sale of 600,000 shares of its 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) at an offering price of $25.00 per share. Holders of the Series A Preferred Stock will receive cumulative cash dividends at a rate of 9.75% per annum, as and when declared by the board of directors. Holders of Series A Preferred Stock generally have no voting rights except for the right to add two members to the board of directors if dividends payable on the outstanding Series A Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods. The Series A Preferred Stock is not convertible into common stock of the Company. If the Company liquidates, dissolves or winds up, holders of the Series A Preferred stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends before any payment is made to the holders of the Company’s Class A and Class B common stock. The Series A Preferred Stock is not redeemable by the Company prior to June 27, 2023 except upon the occurrence of a change in control which the Company, at its option, may redeem the Series A Preferred Stock, in whole or in part, within 120 days after the change in control, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. After June 27, 2023, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. On July 10, 2018, the underwriter’s for the sale of the Company’s Series A Preferred Stock exercised a portion of their option to purchase additional shares of Series A Preferred Stock to cover over-allotments (Note 16). As at June 30, 2018 and December 31, 2017, the Company had 3,724,219 and 3,746,054 shares of Class A Stock outstanding, respectively. As at June 30, 2018 and December 31, 2017, the Company had 7,817,238 and 7,863,938 shares of Class B Stock outstanding, respectively. 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. On March 27, 2018, the board of directors of the Company approved a stock repurchase program (the “Repurchase Program”) that enables the Company to repurchase up to $5 million of its Class A common stock prior to April 30, 2020. As of June 30, 2018, the Company has repurchased 74,235 shares of its Class A common stock pursuant to the Repurchase Program at a cost of approximately $633,000. 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 units with aggregate proceeds of $1,025,760, consisting of an aggregate of 170,960 shares of Class A common stock and Warrants to purchase an aggregate of 51,288 shares of Class A common stock. 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. The Warrants are exercisable at any time prior to June 30, 2021 and are accounted for as equity warrants. The Warrants are callable under certain circumstances, but in no event prior to January 31, 2018. From November 2016 and through May 2017, the Company sold in a private placement (the “2017 Equity Private Placement”) a total of 15,011 units with aggregate proceeds of $975,710 consisting of an aggregate of 150,112 shares of Class A common stock and Warrants to purchase an aggregate of 45,034 shares of Class A common stock. The purchase price of each unit was $65 and each unit consisted of 10 shares of Class A common stock and 3 Warrants exercisable at $7.50 each. The Warrants are exercisable at any time prior to June 30, 2021 and are accounted for as equity warrants. The Warrants are callable under certain circumstances, but in no event prior to January 31, 2018. Family members of officers of the Company and of CSS participated in the 2016 Equity Private Placement and the 2017 Equity Private Placement on the same terms and conditions as other investors (see Note 13). In two separate transactions, other parties purchased a total of 55,000 shares of Class A common stock and Warrants to purchase an aggregate of 50,000 shares of Class A common stock. Total proceeds to the Company were $487,500. Executive Producer Shares In June 2017 the Company issued 50,000 shares of Class A common stock and a Class Z warrant to purchase 50,000 shares of Class A common stock at $12 per share to a non-employee executive producer of two television shows to be produced by the Company. Based on an independent third-party valuation of such shares and warrants, the fair value of this award using observable market input for the Class A common stock issuance and a Black Scholes model for the warrant totaled $625,500. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 12 – Income Taxes The Company’s current and deferred income tax provision are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Current provision (benefit): Federal $ - $ 34,000 $ - $ 313,000 States 6,000 8,000 47,000 75,000 Total current provision 6,000 42,000 47,000 388,000 Deferred provision (benefit): Federal 18,000 (74,000 ) 269,000 (185,000 ) States 55,000 (8,000 ) 99,000 (44,000 ) Total deferred provision (benefit) 73,000 (82,000 ) 368,000 (229,000 ) Total provision (benefit) for income taxes $ 79,000 $ (40,000 ) $ 415,000 $ 159,000 Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: June 30, 2018 December 31, 2017 Deferred Tax Assets: Net operating loss carry-forwards $ 328,000 $ 318,000 Acquisition-related costs 603,000 584,000 Film library 371,000 371,000 Total deferred tax assets 1,302,000 1,273,000 Deferred Tax Liabilities: Programming costs 1,720,000 1,389,000 Other assets 207,000 141,000 Total deferred tax liabilities 1,927,000 1,530,000 Net deferred tax liability $ (625,000 ) $ (257,000 ) The Company adjusted its federal deferred income tax assets and liabilities as of June 30, 2018 and December 31, 2017 to reflect the reduction in the U.S. statutory federal corporate income tax rate from 35% to 21% resulting from the provisions of the 2017 Tax Cut and Jobs Act. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 13 – 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 paid a quarterly fee to CSS equal to 5% of the gross revenue as reported under GAAP for each fiscal quarter. Since the completion of the IPO in August 2017, the Company reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the quarterly fee is based on gross revenue as reported in the applicable public filing under the Exchange Act for each fiscal quarter. For the three months ended June 30, 2018 and 2017, the Company recorded management fee expense of $146,844 and $39,636, respectively, payable to CSS, and for the six months ended June 30, 2018 and 2017, the Company recorded $432,542 and $110,491, respectively, payable to CSS. 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% of the portion of such revenue earned. Each sales commission shall be paid within 30 days of the end of the month in which received. If CSS actually collects the Company’s portion of such fee, CSS will remit the revenue due to the Company after deducting the sales commission. There were no sales commissions earned or paid to CSS in 2018 or 2017. 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. 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% of gross revenue as reported under GAAP for each fiscal quarter. Since the completion of the IPO, the Company reports under the Exchange Act and the quarterly fee is 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, under the terms of the License Agreement, 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 pays a quarterly fee to CSS equal to 1% of gross revenue as reported under GAAP for each fiscal quarter for such support. For the three months ended June 30, 2018 and 2017, the Company recorded total license fee expense (including for marketing support) of $146,844 and $39,636, respectively, payable to CSS, and for the six months ended June 30, 2018 and 2017, the Company recorded total license fee expense (including for marketing support) of $432,542 and $110,491, respectively, payable to CSS. Due from Affiliated Companies As at June 30, 2018 and December 31, 2017, the Company is owed $6,743,535 and $6,128,629, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries, and funds are transferred between affiliates as needed. As noted above, advances and repayments occur periodically. The Company and CSS expect the net balance to be reduced substantially during the remainder of 2018. The Company and CSS do not charge interest on the net advances or the net repayments. (b) Distribution Agreement with A Plus 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%, third parties own 2%, and the CSS subsidiary owns 75% of A Plus. 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 paid A Plus an advance of $3,000,000 (the “A Plus Advance”) which was recorded as prepaid distribution fees in the consolidated balance sheet. The Company is entitled to retain a net distribution fee of 30% (40% while any portion of the A Plus Advance remains outstanding) of gross revenue generated by the distribution of A Plus video content and 5% (15% while any portion of the A Plus Advance remains outstanding) of gross revenue generated by the distribution of A Plus editorial content. The Company recoups the A Plus Advance by retaining the portion of gross revenue otherwise payable by the Company to A Plus under the A Plus Distribution Agreement and applying same to the recoupment of the A Plus Advance. The Company will not pay A Plus its portion of gross revenue until such time as the A Plus Advance has been recouped in full. At June 30, 2018 and December 31, 2017, prepaid distribution fees were $1,749,178 and $1,892,806, respectively. Online revenue in the Company’s condensed consolidated statement of operations for the three months ended June 30, 2018 and 2017 includes $65,434 and $91,840, respectively, of net distribution fees earned by the Company under the A Plus Distribution Agreement and $96,285 and $178,150, respectively, of net distribution fees earned by the Company for the six months ended June 30, 2018 and 2017. (c) Debt Private Placement and Equity Private Placements 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. Prior to the IPO, Related Parties purchased $1,413,140 under the 2017 Equity Private Placement and $2,030,000 under the Debt Private Placement. A portion of the net proceeds received from the IPO were used to fully repay the Term Notes sold in the Debt Private Placement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 14 - 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. Screen Media is contingently liable for a standby letter of credit in connection with an office lease agreement in the amount of $129,986 as of June 30, 2018 and December 31, 2017. In connection with the Commercial Loan, the Company must maintain an account at Patriot Bank, N.A. with an average balance of $750,000 in any trailing 90-day period or the interest rate will increase by 0.50%. Screen Media leases its office facilities under the terms of a non-cancelable operating lease agreement that expires on February 28, 2020. Minimum annual rental commitments under the lease are as follows: Year Ended December 31, Amount Remainder of 2018 $ 200,637 2019 417,206 2020 71,043 $ 688,886 Rent expense recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2018 was $101,926 and $207,388, respectively. The Company does not record rent expense for its Connecticut office as it is included under the Management Agreement with CSS. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 15 – Segment Reporting The Company’s reportable segments have been determined based on the distinct nature of its operations, the Company's internal management structure, and the financial information that is evaluated regularly by the Company's chief operating decision maker. The Company operates in one reportable segment, the production and distribution of video content. The Company operates in the United States and internationally. The Company has entered into distribution agreements that provide for the distribution of episodic television series in Europe . With the acquisition of Screen Media, the Company now has presence in over 56 countries worldwide. Gross revenue by geographic location, based on the location of the customers for the three and six months ended June 30, 2018 and 2017, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 2,903,209 $ 792,717 $ 8,551,627 $ 2,209,815 Canada 2,172 - 6,396 - Europe 8,302 - 24,455 - Other foreign 23,207 - 68,357 - $ 2,936,890 $ 792,717 $ 8,650,835 $ 2,209,815 One customer represented 16% and 75%, or $1.5 million and $1.7 million, respectively, of consolidated revenue for the six months ended June 30, 2018 and 2017. A second customer represented 13% or $1.2 million of consolidated revenue for the six months ended June 30, 2018. No other customer represented greater than 10% of consolidated revenue for the six months ended June 30, 2018 and 2017. Accounts receivable due from one customer was approximately 36% and 58% or $2.8 million and $4.8 million of consolidated gross accounts receivable at June 30, 2018 and December 31, 2017, respectively. A second customer represented 18% or $1.4 million of consolidated gross accounts receivable at June 30, 2018. No other customer represented greater than 10% of consolidated gross accounts receivable at June 30, 2018 and December 31, 2017. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 16 - Subsequent Events Dividends Series A Preferred Stock Dividends The Company has declared and paid monthly dividends of $0.2031 per share on its Series A Preferred Stock to holders of record as of June 30, 2018 and July 31, 2018. The monthly dividend for June was paid on July 16, 2018 and the monthly dividend for July is expected to be paid on August 15, 2018. The total dividends declared and paid in July and August was approximately $264,000. Class A and Class B Common Stock Dividends The Company has declared a special one-time dividend of $0.45 per share on shares of Class A and Class B common stock to holders of record of such stock as of August 6, 2018. The special one-time dividend totaling approximately $5.2 million was paid on August 10, 2018. As a result of the special one-time dividend, a payment of approximately $3.4 million was made to CSS as a holder of Class B common stock. Series A Preferred Stock – Underwriters’ Option On July 10, 2018, the underwriters for the sale of the Company’s Series A Preferred Stock exercised a portion of their option and purchased 46,497 additional shares of Series A Preferred Stock to cover over-allotments. The Company received approximately $1.1 million, net of underwriting discounts and commissions of $0.1 million , as a result of the exercise of the option. Definitive Agreement to Acquire Pivotshare, Inc. Effective August 14, 2018, the Company entered into a definitive purchase agreement (“Purchase Agreement”) to acquire all the issued and outstanding common stock and preferred stock of Pivotshare, Inc. (“Pivotshare). The purchase price to be paid by the Company totals approximately $4.4 million, before expenses of the acquisition (“Purchase Price”). Pivotshare is the developer and owner of a global subscription-based video on-demand service (“SVOD”) offering channels online across a variety of categories including music, sports, religion, arts and culture, lifestyle and family. The Purchase Price consists primarily of 134,000 shares of the Company’s Series A Preferred Stock, 74,235 shares of the Company’s Class A common stock, and approximately $258,000 in cash. A portion of the Series A Preferred Stock and the Class A common stock included in the Purchase Price will be held in escrow as security for the noncompete and nonsolicit obligations of Pivotshare and its stockholders. In accordance with ASC 805, the Company will account for the acquisition by applying the acquisition method of accounting. The acquisition method of accounting requires, among other things, that the assets acquired and the liabilities assumed in a business combination be measured at their fair values as of the closing date of the transaction. In determining the fair value of the assets acquired and the liabilities assumed pursuant to the Purchase Agreement, the Company will utilize an independent third-party appraiser. The results of operations of Pivotshare will be included in the Company’s consolidated statements of operations as of the acquisition date. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 of America (“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 10-K for the year ended December 31, 2017. The condensed consolidated balance sheet as of December 31, 2017 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 intercompany balances 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, 2018 and the results of its operations for the three and six months ended June 30, 2018 and 2017. 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. |
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 periods. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and amortization of programming and film library 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 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations 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 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At June 30, 2018 and December 31, 2017, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued programming costs, film library acquisition costs and accrued participation 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 and are subsequently stated net of allowance for uncollectible accounts and video returns. 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. Estimated losses resulting from uncollectible accounts are reported as bad debt expense in the consolidated statements of operations. At June 30, 2018, and December 31, 2017, accounts receivable is presented net of allowance for doubtful accounts and video returns of $388,828, and $597,665, respectively. Bad debt expense of $52,519 and $140,151 was recorded in the condensed consolidated statement of operations for the three and six months ended June 30, 2018, respectively and $0 for the three and six months ended June 30, 2017. |
Inventory, Policy [Policy Text Block] | Inventory Inventory consists of DVD films held for resale to wholesale and retail customers. Inventory is stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Market value is based on net realizable value. When the net realizable value falls below its cost, a provision for write-downs is recorded. |
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, 2018 and 2017 is amortization of programming costs totaling $80,100 and $320,717, respectively, and for the six months ended June 30, 2018 and 2017, amortization of programming costs totaled $850,501 and $794,923, respectively. There was no impairment charge recorded in the three and six month periods ended June 30, 2018 and 2017. |
Film Costs, Policy [Policy Text Block] | Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. Ultimate revenue time frame is determined based on the term of the related acquisition agreement. The Company generally acquires distribution rights covering periods of ten or more years. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017, is amortization of film library totaling $1,168,393 and $0, respectively, and for the six months ended June 30, 2018 and 2017, amortization expense totaled $2,622,532 and $0, respectively. For the three and six months ended June 30, 2018 and 2017, there was no impairment charge recorded. |
Popcornflix Film Rights and Other Assets, Policy [Policy Text Block] | Popcornflix Film Rights and Other Assets Popcornflix film rights and other assets represents the direct-to-consumer online video service and application platform comprised of five ad-supported networks with rights to over 3,000 films and approximately 60 television series. Popcornflix is an indefinite-lived intangible and is not subject to amortization but annual impairment analysis. For the three and six months ended June 30, 2018 and 2017, there was no impairment charge recorded. |
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 (“ASC”) 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, 2018 and 2017, the Company did not have any unrecognized tax benefits or liabilities. |
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. |
Film Library Acquisition Obligations, Policy [Policy Text Block] | Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor in the event that the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. |
Participation Costs, Policy [Policy Text Block] | Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue from online digital distribution and VOD platforms are recorded when monthly activity is reported by advertisers. For theatrical releases, revenue is recorded after the theatrical release date and when box office proceeds reports are received. 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 13). Revenue from all digital media distribution is included in online networks in the accompanying condensed consolidated statements of operations. The Company licenses and distributes multi-film packages to its customers. Revenue from multi-film sales is allocated on a per title basis and recognized upon initial availability for exploitation by customers. In addition, the Company distributes DVDs and similar media to its customers. The Company recognizes revenue upon shipment of DVD units or similar media units to its customers. Provision for future returns and other allowances are established based upon historical experience. Revenue from the distribution of multi-film packages and DVDs and similar media is included in television and film distribution in the accompanying condensed consolidated statements of operations. 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 Cash advances received by the Company 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 The Company estimates the fair value of share-based instruments using the Black-Scholes option-pricing model. All share-based awards are fulfilled with new shares of Class A common stock. For the three and six months ended June 30, 2018 and 2017, share-based awards were issued to non-employee directors and individuals for services rendered and were recorded at fair value. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Generally, advertising costs are expensed as incurred except for the advertising costs associated with the Company’s theatrically released titles which the Company is obligated to make reimbursements for. Total costs for the three months ended June 30, 2018 and 2017 was $50,699 and $0, respectively, and for the six months ended June 30, 2018 and 2017 was $275,141 and $0, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. Advertising expenditures for DVD releases are expensed when incurred, which is typically upon the release of the title. The expense recorded in the condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017 was and $0, respectively, and for the six months ended June 30, 2018 and 2017 was and $0, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share Basic 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. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. 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, prior to its IPO the Company used a share price of $12 per share based on the price of its Class A common stock in its public offering. Subsequent to the Company’s IPO, the actual share price was used. See Note 6. |
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 the Company’s cash in bank balances exceed the federally insured limits. The uninsured balance at June 30, 2018 was $18,030,718. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in bank and accounts receivable. For the six months ended June 30, 2018, the Company had three customers, which accounted for 34% of total revenue (the largest of which accounted for 16%) and four customers that accounted for 69% of accounts receivable (the largest of which accounted for 35%). For the six months ended June 30, 2017, the Company had four customers that accounted for 95% of revenue (the largest of which accounted for 75%). As of December 31, 2017, the Company had four customers that accounted for 73% of accounts receivable (the largest of which accounted for 58%). |
Reclassification, Policy [Policy Text Block] | Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. In the condensed consolidated statements of operations, prior year revenue has been presented in a manner more representative of the Company’s current revenue streams. These reclassifications have no effect on previously reported net loss. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 is as follows: As of June 30, 2018 Weighted Average Remaining Aggregate Number of Stock Weighted Average Contract Intrinsic Options Exercise Price Term (Yrs.) Value Total outstanding at December 31, 2017 690,000 $ 7.61 4.32 $ 1,079,500 Options granted 10,000 9.22 4.52 - Options exercised - - - - Actual options forfeited (60,000 ) 9.74 2.25 - Options expired - - - - Total outstanding at June 30, 2018 640,000 $ 7.43 3.80 $ 1,376,000 Total exercisable at June 30, 2018 331,250 $ 6.94 3.59 $ 874,550 Total unvested at June 30, 2018 308,750 $ 7.96 3.99 $ 501,450 Total vested or expected to vest - June 30, 2018 640,000 $ 7.43 3.80 $ 1,376,000 |
Schedule of Nonvested Share Activity [Table Text Block] | The following table summarized unvested stock options as of June 30, 2018: Number of Stock Options Weighted Average Exercise Price Total unvested - December 31, 2017 490,415 $ 7.96 Granted 10,000 9.22 Vested (131,665 ) 7.26 Cancellations (60,000 ) 9.74 Total unvested - June 30, 2018 308,750 $ 7.96 |
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 2018 and 2017 using the Black-Scholes valuation model are summarized below: Six Months Ended Weighted Average Assumptions: 2018 2017 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 57.2 % 57.0 % Expected term (years) 2.53 2.34 Risk-free interest rate 2.08 % 1.94 % Exercise price per stock option $ 7.43 $ 6.83 Market price per share $ 6.69 $ 5.78 Weighted average fair value per stock option $ 3.20 $ 2.64 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 2017 2018 2017 Basic weighted-average shares outstanding 11,574,924 9,144,282 11,592,555 9,105,949 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) 245,213 - 245,213 - Assumed issuance of shares from exercise of warrants (a) - - - - Diluted weighted-average shares outstanding 11,820,137 9,144,282 11,837,768 9,105,949 (a) The additional shares from the exercise of stock options for the three and six months ended June 30, 2018 and 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, 2018 | |
Research and Development [Abstract] | |
Programming Costs Net [Table Text Block] | Programming costs, net of amortization, consists of the following: June 30, December 31, 2018 2017 Released, net of accumulated amortization of $7,575,863 and $6,725,362, respectively $ 6,708,810 $ 6,218,499 In production 638,466 12,784 In development 1,532,006 1,419,862 $ 8,879,282 $ 7,651,145 |
Film Library (Tables)
Film Library (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Film Library [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Film library costs, net of amortization, consists of the following: June 30, December 31, 2018 2017 Acquisition costs $ 26,704,028 $ 24,034,514 Accumulated amortization (2,711,487 ) (1,378,869 ) Net film library costs $ 23,992,541 $ 22,655,645 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The Company’s current and deferred income tax provision are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Current provision (benefit): Federal $ - $ 34,000 $ - $ 313,000 States 6,000 8,000 47,000 75,000 Total current provision 6,000 42,000 47,000 388,000 Deferred provision (benefit): Federal 18,000 (74,000 ) 269,000 (185,000 ) States 55,000 (8,000 ) 99,000 (44,000 ) Total deferred provision (benefit) 73,000 (82,000 ) 368,000 (229,000 ) Total provision (benefit) for income taxes $ 79,000 $ (40,000 ) $ 415,000 $ 159,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: June 30, 2018 December 31, 2017 Deferred Tax Assets: Net operating loss carry-forwards $ 328,000 $ 318,000 Acquisition-related costs 603,000 584,000 Film library 371,000 371,000 Total deferred tax assets 1,302,000 1,273,000 Deferred Tax Liabilities: Programming costs 1,720,000 1,389,000 Other assets 207,000 141,000 Total deferred tax liabilities 1,927,000 1,530,000 Net deferred tax liability $ (625,000 ) $ (257,000 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Screen Media leases its office facilities under the terms of a non-cancelable operating lease agreement that expires on February 28, 2020. Minimum annual rental commitments under the lease are as follows: Year Ended December 31, Amount Remainder of 2018 $ 200,637 2019 417,206 2020 71,043 $ 688,886 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Gross revenue by geographic location, based on the location of the customers for the three and six months ended June 30, 2018 and 2017, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 2,903,209 $ 792,717 $ 8,551,627 $ 2,209,815 Canada 2,172 - 6,396 - Europe 8,302 - 24,455 - Other foreign 23,207 - 68,357 - $ 2,936,890 $ 792,717 $ 8,650,835 $ 2,209,815 |
The Company, Description of B32
The Company, Description of Business, Preferred Stock Offering, Commercial Loan, Acquisition and Initial Public Offering (Details Textual) - USD ($) | Nov. 03, 2017 | Jul. 31, 2018 | Jun. 29, 2018 | Aug. 23, 2017 | Aug. 17, 2017 | Jun. 30, 2017 | May 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 14, 2018 | Apr. 27, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | May 12, 2016 |
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 | $ 1,700,000 | $ 2,305,000 | |||||||||||
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 | ||||||||||||
Share Price | $ 5.78 | $ 6.69 | $ 5.78 | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,700,000 | |||||||||||||
Part Repayments Of Long Term Debt | $ 1,700,000 | |||||||||||||
Term Loan Outstanding | 4,900,000 | |||||||||||||
Long-term Line of Credit, Noncurrent | $ 2,500,000 | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Repayments of Lines of Credit | $ 4,500,000 | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | |||||||||||||
Commercial Loan [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | |||||||||||||
Commercial Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,500,000 | |||||||||||||
Commercial Loan [Member] | Term Loan [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 30,000,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | 50,000 | ||||||||||||
Shares Issued, Price Per Share | $ 12 | $ 12 | ||||||||||||
Gross Proceeds From Issuance Of Common Stock | $ 26,900,000 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 24,000,000 | $ 487,500 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||||||||
Common Class A [Member] | screen Media Ventures, LLC [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 4,900,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 35,000 | |||||||||||||
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] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 258,017 | |||||||||||||
Class Z Warrant [Member] | screen Media Ventures, LLC [Member] | ||||||||||||||
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 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Issued | 600,000 | 600,000 | 0 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||||
Share Price | $ 25 | |||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | $ 25 | |||||||||||
Proceeds From Issuance Of Preferred Stock And Preference Stock Net | $ 14,100,000 | |||||||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.2031 | |||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Preferred Stock, Shares Issued | 134,000 | |||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 0.2031 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | May 31, 2017 | Dec. 31, 2017 | |
Cost of Revenue | $ 1,788,416 | $ 320,717 | $ 4,891,478 | $ 794,923 | ||
Cash, Uninsured Amount | 18,030,718 | 18,030,718 | ||||
Provision for Doubtful Accounts | 52,519 | 0 | 140,151 | 0 | ||
Cost, Amortization | 1,168,393 | 0 | 2,622,532 | 0 | ||
Provision for Returns and Allowances | 125,645 | 0 | 445,994 | 0 | $ 0 | |
Accounts Receivable Net Of Allowance For Doubtful Accounts And Video Returns | 388,828 | 597,665 | 388,828 | 597,665 | ||
Theatrically Released Titles [Member] | ||||||
Advertising Expense | 50,699 | 0 | 275,141 | 0 | ||
DVD Releases [Member] | ||||||
Advertising Expense | 2,224 | 0 | $ 2,624 | $ 0 | ||
Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 34.00% | 95.00% | ||||
Sales Revenue, Net [Member] | Major Customer [Member] | ||||||
Concentration Risk, Percentage | 16.00% | 75.00% | ||||
Accounts Receivable [Member] | ||||||
Cost of Revenue | $ 80,100 | $ 320,717 | $ 850,501 | $ 794,923 | ||
Concentration Risk, Percentage | 69.00% | 73.00% | 10.00% | |||
Accounts Receivable [Member] | Major Customer [Member] | ||||||
Concentration Risk, Percentage | 35.00% | 58.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options, Total unvested at June 30, 2018 | 308,750 | 490,415 | |
Weighted Average Exercise Price, beginning of the period | $ 7.96 | ||
Weighted Average Exercise Price, granted | 3.20 | $ 2.64 | |
Weighted Average Exercise Price, Actual options forfeited | 9.74 | ||
Weighted Average Exercise Price, end of the period | $ 7.96 | $ 7.96 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options, Total outstanding at the beginning of the period | 690,000 | ||
Number of Stock Options, Options granted | 10,000 | ||
Number of Stock Options, Options exercised | 0 | ||
Number of Stock Options, Actual options forfeited | (60,000) | ||
Number of Stock Options, Options expired | 0 | ||
Number of Stock Options, Total outstanding at the end of the period | 640,000 | 690,000 | |
Number of Stock Options, Total exercisable at June 30, 2018 | 331,250 | ||
Number of Stock Options, Total unvested at June 30, 2018 | 308,750 | ||
Number of Stock Options, Total vested or expected to vest - June 30, 2018 | 640,000 | ||
Weighted Average Exercise Price, beginning of the period | $ 7.61 | ||
Weighted Average Exercise Price, granted | 9.22 | ||
Weighted Average Exercise Price, Actual options forfeited | 9.74 | ||
Weighted Average Exercise Price, end of the period | 7.43 | $ 7.61 | |
Weighted Average Exercise Price, Total exercisable at June 30, 2018 | 6.94 | ||
Weighted Average Exercise Price, Total unvested at June 30, 2018 | 7.96 | ||
Weighted Average Exercise Price, Total vested or expected to vest - June 30, 2018 | $ 7.43 | ||
Weighted Average Remaining Contract Term, Total outstanding | 3 years 9 months 18 days | 4 years 3 months 25 days | |
Weighted Average Remaining Contract Term, Options granted | 4 years 6 months 7 days | ||
Weighted Average Remaining Contract Term, Actual options forfeited | 2 years 3 months | ||
Weighted Average Remaining Contract Term, Total exercisable at June 30, 2018 | 3 years 7 months 2 days | ||
Weighted Average Remaining Contract Term, Total unvested at June 30, 2018 | 3 years 11 months 26 days | ||
Weighted Average Remaining Contract Term, Total vested or expected to vest - June 30, 2018 | 3 years 9 months 18 days | ||
Aggregate Intrinsic Value, Total outstanding Balance | $ 1,376,000 | $ 1,079,500 | |
Aggregate Intrinsic Value, Options granted | 0 | ||
Aggregate IntrinsicValue, Total exercisable at June 30, 2018 | 874,550 | ||
Aggregate Intrinsic Value, Total unvested at June 30, 2018 | 501,450 | ||
Aggregate Intrinsic Value, Total vested or expected to vest - June 30, 2018 | $ 1,376,000 |
Share-Based Compensation (Det35
Share-Based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Stock Options, Total unvested - December 31, 2017 | shares | 490,415 |
Number of Stock Options, Granted | shares | 10,000 |
Number of Stock Options, Vested | shares | (131,665) |
Number of Stock Options, Cancellations | shares | (60,000) |
Number of Stock Options, Total unvested - June 30, 2018 | shares | 308,750 |
Weighted Average Exercise Price, beginning of the period | $ / shares | $ 7.96 |
Weighted Average Exercise Price, Granted | $ / shares | 9.22 |
Weighted Average Exercise Price, Vested | $ / shares | 7.26 |
Weighted Average Exercise Price, Cancellations | $ / shares | 9.74 |
Weighted Average Exercise Price, end of the period | $ / shares | $ 7.96 |
Share-Based Compensation (Det36
Share-Based Compensation (Details 2) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 57.20% | 57.00% |
Expected term (years) | 2 years 6 months 11 days | 2 years 4 months 2 days |
Risk-free interest rate | 2.08% | 1.94% |
Exercise price per stock option | $ 7.43 | $ 6.83 |
Market price per share | 6.69 | 5.78 |
Weighted average fair value per stock option | $ 3.20 | $ 2.64 |
Share-Based Compensation (Det37
Share-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 239,005 | $ 159,406 | $ 493,200 | $ 292,191 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,175,890 | $ 1,175,890 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 331,250 | 94,584 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | 1,000,000 | 1,250,000 | ||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Forfeiture Rate | 8.60% | 8.60% | 0.00% | ||||||
Scenario, Forecast [Member] | Equity Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 298,322 | $ 449,545 | $ 428,023 | ||||||
Straight-line [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 214,005 | 133,100 | $ 443,200 | $ 249,700 | |||||
Management [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 25,000 | $ 26,306 | $ 50,000 | $ 42,491 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Basic weighted-average shares outstanding | 11,574,924 | 9,144,282 | 11,592,555 | 9,105,949 | |
Effect of dilutive securities: | |||||
Assumed issuance of shares from exercise of stock options | [1] | 245,213 | 0 | 245,213 | 0 |
Assumed issuance of shares from exercise of warrants | [1] | 0 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding | 11,820,137 | 9,144,282 | 11,837,768 | 9,105,949 | |
[1] | The additional shares from the exercise of stock options for the three and six months ended June 30, 2018 and 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, 2018 | Dec. 31, 2017 |
Programming Costs [Line Items] | ||
Released, net of accumulated amortization of $7,575,863 and $6,725,362, respectively | $ 6,708,810 | $ 6,218,499 |
In production | 638,466 | 12,784 |
In development | 1,532,006 | 1,419,862 |
Capitalized Computer Software, Net | $ 8,879,282 | $ 7,651,145 |
Programming Costs (Details) (Pa
Programming Costs (Details) (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Programming Costs [Line Items] | ||
Capitalized Computer Software, Accumulated Amortization | $ 7,575,863 | $ 6,725,362 |
Film Library (Details)
Film Library (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Acquisition costs | $ 26,704,028 | $ 24,034,514 |
Accumulated amortization | (2,711,487) | (1,378,869) |
Net film library costs | $ 23,992,541 | $ 22,655,645 |
Film Library (Details Textual)
Film Library (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cost, Amortization | $ 1,168,393 | $ 0 | $ 2,622,532 | $ 0 |
Film Libraries [Member] | ||||
Cost, Amortization | $ 1,168,393 | $ 0 | $ 2,622,532 | $ 0 |
Intangible Asset - Video Cont43
Intangible Asset - Video Content License (Details Textual) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Intangible Assets, Net (Excluding Goodwill) | $ 5,000,000 | $ 5,000,000 |
Senior Secured Notes Payable 44
Senior Secured Notes Payable and Revolving Line of Credit (Details Textual) - USD ($) | May 12, 2016 | Apr. 27, 2018 | Aug. 23, 2017 | Aug. 17, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 |
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | 0.50% | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 50,000 | 50,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | $ 12 | $ 12 | |||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 424,025 | $ 1,079,360 | $ 1,079,360 | |||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 805,893 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,700,000 | |||||||||||
Warrants Expiration Date | May 12, 2021 | |||||||||||
Repayments of Lines of Credit | $ 4,500,000 | $ 1,700,000 | 2,305,000 | |||||||||
Long-term Line of Credit | 0 | 0 | $ 1,500,000 | |||||||||
Interest Expense, Debt | 51,510 | |||||||||||
Commercial Loan [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | |||||||||||
Repayments of Lines of Credit | 1,700,000 | |||||||||||
Debt Instrument, Collateral Amount | 750,000 | $ 750,000 | ||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 96,874 | 177,919 | ||||||||||
Amortization of Debt Issuance Costs | 1,420 | 2,845 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | |||||||||||
Line of Credit Facility, Interest Rate During Period | 5.00% | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.75% | |||||||||||
Repayments of Lines of Credit | $ 4,500,000 | |||||||||||
Long-term Line of Credit | 2,500,000 | $ 2,500,000 | ||||||||||
Interest Paid | 8,712 | $ 52,935 | 30,267 | $ 93,672 | ||||||||
Unamortized Debt Issuance Expense | 35,417 | 35,417 | ||||||||||
Revolving Credit Facility [Member] | Commercial Loan [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | |||||||||||
Long-term Line of Credit | 2,500,000 | 2,500,000 | ||||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate plus 1.5% | |||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 37,500 | |||||||||||
Interest Expense, Debt | 22,751 | 22,751 | ||||||||||
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 | 30,618 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | $ 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 | $ 9 | |||||||||
Amortization of Debt Discount (Premium) | $ 369,508 | $ 627,974 | ||||||||||
Amortization of Debt Issuance Costs | 20,452 | 40,902 | ||||||||||
Debt Instrument, Periodic Payment, Interest | $ 60,223 | $ 109,126 | ||||||||||
Repayments of Debt | 1,700,000 | |||||||||||
Term Loan [Member] | ||||||||||||
Long-term Debt | 4,916,667 | 4,916,667 | ||||||||||
Unamortized Debt Issuance Expense | 301,051 | 301,051 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 500,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 1,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 1,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 1,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 1,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 500,000 | |||||||||||
Term Loan [Member] | Commercial Loan [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | |||||||||||
Debt Instrument, Maturity Date | May 1, 2023 | |||||||||||
Debt Instrument, Fee Amount | $ 75,000 | |||||||||||
Line of Credit Facility, Expiration Date | Apr. 26, 2021 | |||||||||||
Long-term Debt | 4,916,667 | 4,916,667 | ||||||||||
Interest Expense, Debt | $ 51,510 | $ 51,510 | ||||||||||
Long-term Debt, Maturities, Repayment Terms | Principal is payable in equal monthly installments of $83,333 over a five-year period |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||
Jun. 29, 2018 | Aug. 17, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 30, 2016 | May 31, 2017 | May 31, 2017 | Mar. 27, 2018 | Dec. 31, 2017 | |
Proceeds from Issuance of Private Placement | $ 0 | $ 1,413,166 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,241,983 | |||||||||
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 | ||||||||
Shareholders' Equity and Warrants, Fair Value Disclosure | $ 625,500 | $ 625,500 | ||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 74,235 | |||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 633,000 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 5 | |||||||||
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 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | $ 7.50 | ||||||||
Class of Warrant or Right, Expiration Date | Jun. 30, 2021 | |||||||||
Sale of Stock, Price Per Share | $ 60 | $ 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 | 45,034 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | $ 7.50 | ||||||||
Class of Warrant or Right, Expiration Date | Jun. 30, 2021 | |||||||||
Sale of Stock, Price Per Share | $ 65 | $ 65 | ||||||||
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 | 3,724,219 | 3,746,054 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | 50,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||||
Proceeds from Issuance of Common Stock | $ 24,000,000 | $ 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 | 7,817,238 | 7,863,938 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
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 | 600,000 | 600,000 | 0 | |||||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | $ 25 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Current provision: | ||||
Federal | $ 0 | $ 34,000 | $ 0 | $ 313,000 |
States | 6,000 | 8,000 | 47,000 | 75,000 |
Total current provision | 6,000 | 42,000 | 47,000 | 388,000 |
Deferred provision (benefit): | ||||
Federal | 18,000 | (74,000) | 269,000 | (185,000) |
States | 55,000 | (8,000) | 99,000 | (44,000) |
Total deferred provision (benefit) | 73,000 | (82,000) | 368,000 | (229,000) |
Total provision (benefit) for income taxes | $ 79,000 | $ (40,000) | $ 415,000 | $ 159,000 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 328,000 | $ 318,000 |
Acquisition-related costs | 603,000 | 584,000 |
Film library | 371,000 | 371,000 |
Total deferred tax assets | 1,302,000 | 1,273,000 |
Deferred tax liabilities: | ||
Programming costs | 1,720,000 | 1,389,000 |
Other assets | 207,000 | 141,000 |
Total deferred tax liabilities | 1,927,000 | 1,530,000 |
Net deferred tax liability | $ (625,000) | $ (257,000) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent | 35.00% | |
Scenario, Plan [Member] | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||||
Management Fee Expense, Percenatge | 5.00% | |||||||
Cost of Goods and Services Sold | $ 293,689 | $ 79,272 | $ 865,084 | $ 220,982 | ||||
Prepaid Distribution Costs | 1,749,178 | 1,749,178 | $ 1,892,806 | |||||
Proceeds from Notes Payable | 0 | 2,030,000 | ||||||
Proceeds from Issuance of Private Placement | 0 | 1,413,166 | ||||||
Due from Affiliates | 6,743,535 | 6,743,535 | 6,128,629 | |||||
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% | |||||||
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] | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | 65,434 | 91,840 | 96,285 | 178,150 | ||||
Debt Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Notes Payable | 2,030,000 | |||||||
Equity Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Issuance of Private Placement | 1,413,140 | |||||||
Soul, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management Fee Expense | 146,844 | 39,636 | 432,542 | 110,491 | ||||
Sales Commission, Percentage | 20.00% | |||||||
Cost of Goods and Services Sold | $ 5,000,000 | 146,844 | $ 39,636 | 432,542 | $ 110,491 | |||
Incremental Recurring License Fee, Percentage | 4.00% | |||||||
Marketing Support Fees, Percentage | 1.00% | |||||||
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% | |||||||
Chicken Soup for the Soul, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from Affiliates | $ 6,743,535 | $ 6,743,535 | $ 6,128,629 |
Commitments and Contingencies50
Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Remainder of 2018 | $ 200,637 |
2,019 | 417,206 |
2,020 | 71,043 |
Operating Leases, Future Minimum Payments Due | $ 688,886 |
Commitments and Contingencies51
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Letters of Credit Outstanding, Amount | $ 129,986 | $ 129,986 | $ 129,986 |
Loans Receivable, Gross, Commercial, Trade Financing | $ 750,000 | $ 750,000 | |
Trading Period | 90 days | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | 0.50% | |
Operating Leases, Rent Expense | $ 101,926 | $ 207,388 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | $ 2,936,890 | $ 792,717 | $ 8,650,835 | $ 2,209,815 |
UNITED STATES | ||||
Revenues | 2,903,209 | 792,717 | 8,551,627 | 2,209,815 |
CANADA | ||||
Revenues | 2,172 | 0 | 6,396 | 0 |
Europe | ||||
Revenues | 8,302 | 0 | 24,455 | 0 |
Other foreign | ||||
Revenues | $ 23,207 | $ 0 | $ 68,357 | $ 0 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenues | $ 2,936,890 | $ 792,717 | $ 8,650,835 | $ 2,209,815 | |
Customer One [Member] | |||||
Revenues | 1,500,000 | $ 1,700,000 | |||
Customer Two [Member] | |||||
Revenues | $ 1,200,000 | ||||
Sales Revenue, Net [Member] | |||||
Concentration Risk, Percentage | 34.00% | 95.00% | |||
Sales Revenue, Net [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 16.00% | 75.00% | |||
Sales Revenue, Net [Member] | Customer Two [Member] | |||||
Concentration Risk, Percentage | 13.00% | ||||
Accounts Receivable [Member] | |||||
Concentration Risk, Percentage | 69.00% | 73.00% | 10.00% | ||
Accounts Receivable [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 36.00% | 58.00% | |||
Accounts Receivable, Related Parties | 2,800,000 | $ 2,800,000 | $ 4,800,000 | ||
Accounts Receivable [Member] | Customer Two [Member] | |||||
Concentration Risk, Percentage | 18.00% | ||||
Accounts Receivable, Related Parties | $ 1,400,000 | $ 1,400,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Aug. 14, 2018 | Aug. 10, 2018 | Jul. 10, 2018 | Aug. 14, 2018 | Aug. 06, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | Dec. 31, 2017 |
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 4,400,000 | ||||||||
Cash Acquired from Acquisition | $ 258,000 | ||||||||
Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 3,798,454 | 3,746,054 | |||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 74,235 | 74,235 | |||||||
Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred Stock, Shares Issued | 600,000 | 600,000 | 0 | ||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends Payable, Amount Per Share | $ 0.2031 | ||||||||
Dividends | $ 264,000 | ||||||||
Additional Shares Options To Purchase Preferred Stock | 46,497 | ||||||||
Underwriting Discounts and Commissions | $ 1,100,000 | ||||||||
Preferred Stock, Shares Issued | 134,000 | 134,000 | |||||||
Payments for Underwriting Expense | $ 100,000 | ||||||||
Common Class B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 7,817,238 | 7,863,938 | |||||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends Payable | $ 3,400,000 | $ 3,400,000 | |||||||
Common Class A and B [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends Payable, Amount Per Share | $ 0.45 | ||||||||
Dividends | $ 5,200,000 |