Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | ||
Entity Central Index Key | 0001679063 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 35,678,018 | ||
Trading Symbol | CSSE | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,153,505 | ||
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 | 11,970,743 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | [1] |
ASSETS | |||
Cash and cash equivalents | $ 6,451,758 | $ 2,172,985 | |
Restricted cash | 750,000 | 0 | |
Accounts receivable, net | 12,841,099 | 8,058,352 | |
Prepaid expenses | 218,736 | 228,145 | |
Inventory, net | 262,068 | 368,964 | |
Goodwill | 2,537,079 | 1,236,760 | |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 | |
Intangible assets, net | 2,971,637 | 198,495 | |
Film library, net | 25,338,502 | 22,655,645 | |
Due from affiliated companies | 1,213,436 | 0 | |
Programming costs, net | 12,790,489 | 7,651,145 | |
Deferred tax asset | 452,000 | 825,000 | |
Other assets, net | 356,221 | 503,622 | |
Total assets | 78,346,968 | 56,063,056 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current maturities of senior secured term loan | 1,000,000 | 0 | |
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, net of unamortized deferred finance cost of $334,554 and $0, respectively | 6,582,113 | 0 | |
Accounts payable and accrued expenses | 5,078,805 | 1,109,534 | |
Accrued programming costs | 0 | 375,761 | |
Film library acquisition obligations | 2,715,600 | 663,400 | |
Accrued participation costs | 1,539,139 | 2,620,417 | |
Due to affiliated companies | 0 | 3,127,021 | |
Other liabilities | 414,506 | 144,534 | |
Deferred revenue | 6,469 | 515,000 | |
Total liabilities | 17,336,632 | 10,055,667 | |
Commitments and contingencies (Note 15) | |||
Stockholders' equity | |||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 918,497 and 0 shares issued and outstanding, respectively, redemption value of $22,962,425 and $0, respectively | 92 | 0 | |
Additional paid-in capital | 59,360,583 | 36,584,575 | |
Retained earnings | 2,281,187 | 9,421,619 | |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | 0 | |
Total stockholders' equity | 61,010,336 | 46,007,389 | |
Total liabilities and stockholders' equity | 78,346,968 | 56,063,056 | |
Common Class A [Member] | |||
Stockholders' equity | |||
Common Stock, Value, Issued | 421 | 409 | |
Common Class B [Member] | |||
Stockholders' equity | |||
Common Stock, Value, Issued | $ 782 | $ 786 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs | $ 334,554 | $ 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 | 4,227,740 | 4,096,353 |
Common Stock, Shares, Outstanding | 4,153,505 | 4,096,353 |
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 | 918,497 | 0 |
Preferred Stock, Shares Outstanding | 918,497 | 0 |
Preferred Stock, Redemption Amount | $ 22,962,425 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Revenue: | ||||
Online networks | [1] | $ 4,411,427 | $ 796,664 | |
Television and film distribution | [1] | 13,188,560 | 2,937,678 | |
Television and short-form video production | [1] | 10,152,020 | 7,245,148 | |
Total revenue | [1] | 27,752,007 | 10,979,490 | |
Less: Television & film distribution returns and allowances | [1] | (892,488) | (322,339) | |
Net revenue | [1] | 26,859,519 | 10,657,151 | |
Cost of revenue | [1] | 12,345,590 | 4,237,171 | |
Gross profit | [1] | 14,513,929 | 6,419,980 | |
Operating expenses: | ||||
Selling, general and administrative | [1] | 10,745,235 | 5,937,574 | |
Amortization | [1] | 326,988 | 9,819 | |
Management and license fees | [1] | 2,666,907 | 1,065,700 | |
Total operating expenses | [1] | 13,739,130 | 7,013,093 | |
Operating income | [1] | 774,799 | (593,113) | |
Interest income | [1] | 39,058 | 10,907 | |
Interest expense | [1] | (388,036) | (1,190,111) | |
Acquisition-related costs | [1] | (396,793) | (2,193,147) | |
Gain on bargain purchase | [1] | 0 | 24,321,747 | [2] |
Income before preferred dividends and income taxes | [1] | 29,028 | 20,356,283 | |
Provision for (benefit from) income taxes | [1] | 874,000 | (725,000) | |
Net (loss) income before preferred dividends | [1] | (844,972) | 21,081,283 | |
Preferred dividends | 1,112,910 | 0 | [1] | |
Net (loss) income available to common Stockholders | $ (1,957,882) | $ 21,081,283 | [1] | |
Net (loss) income per common share: | ||||
Basic | [1] | $ (0.16) | $ 2.02 | |
Diluted | [1] | $ (0.16) | $ 1.99 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Restatement Adjustment [Member] | Pivotshare Acquisition [Member] | Preferred Stock [Member] | Preferred Stock [Member]Restatement Adjustment [Member] | Preferred Stock [Member]Pivotshare Acquisition [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Restatement Adjustment [Member] | Additional Paid-in Capital [Member]Pivotshare Acquisition [Member] | Retained (Deficit) Earnings [Member] | Retained (Deficit) Earnings [Member]Restatement Adjustment [Member] | Treasury Stock [Member] | Treasury Stock [Member]Restatement Adjustment [Member] | Common Class A [Member]Common Stock [Member] | Common Class A [Member]Common Stock [Member]Restatement Adjustment [Member] | Common Class B [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member]Restatement Adjustment [Member] | |
Balance at Dec. 31, 2016 | $ 3,624,546 | $ (3,324,012) | $ 0 | $ 4,074,646 | $ 8,334,721 | $ (450,996) | $ (11,659,664) | $ 0 | $ 0 | $ 89 | $ 124 | $ 807 | $ 807 | |||||
Balance (in shares) at Dec. 31, 2016 | 0 | 0 | 893,369 | 1,243,668 | 8,071,955 | 8,071,955 | ||||||||||||
Opening Equity Adjustment: A-Plus Acquistion | (6,948,558) | 4,260,075 | (11,208,668) | 0 | $ 35 | $ 0 | ||||||||||||
Opening Equity Adjustment: A-Plus Acquistion (in shares) | 350,299 | 0 | ||||||||||||||||
Sale of Class A Common Stock in initial public offering net of stock issuance fees of $3,101,493 | 23,802,078 | $ 0 | 23,801,854 | 0 | 0 | $ 224 | $ 0 | |||||||||||
Sale of Class A Common Stock in initial public offering net of stock issuance fees of $3,101,493 (in shares) | 0 | 2,241,983 | 0 | |||||||||||||||
Sale of Class A Common Stock in private placement net of stock issuance fees of $13,008 | 2,025,655 | $ 0 | 2,025,630 | 0 | 0 | $ 25 | $ 0 | |||||||||||
Sale of Class A Common Stock in private placement net of stock issuance fees of $13,008 (in shares) | 0 | 247,412 | 0 | |||||||||||||||
Fair value of warrants issued with Term Notes | 333,783 | $ 0 | 333,783 | 0 | 0 | $ 0 | $ 0 | |||||||||||
Fair value of warrants issued with Credit Facility | 77,193 | 0 | 77,193 | 0 | 0 | 0 | 0 | |||||||||||
Shares issued to directors and others for services rendered | 95,954 | $ 0 | 95,952 | 0 | 0 | $ 2 | $ 0 | |||||||||||
Shares issued to directors and others for services rendered (in shares) | 0 | 18,213 | 0 | |||||||||||||||
Warrants issued as part purchase consideration paid for Screen Media acquisition | 143,500 | $ 0 | 143,500 | 0 | 0 | $ 0 | $ 0 | |||||||||||
Conversion of Class B shares to Class A shares upon sale by minority stockholder | 0 | $ 0 | 0 | 0 | 0 | $ 21 | $ (21) | |||||||||||
Conversion of Class B shares to Class A shares upon sale by minority stockholder (shares) | 0 | 208,017 | (208,017) | |||||||||||||||
Conversion of Term Notes to equity | 918,000 | $ 0 | 917,990 | 0 | 0 | $ 10 | $ 0 | |||||||||||
Conversion of Term Notes to equity (in shares) | 0 | 102,060 | 0 | |||||||||||||||
Share based compensation - stock | 572,905 | $ 0 | 572,905 | 0 | 0 | $ 0 | $ 0 | |||||||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition | 281,050 | $ 0 | 281,047 | 0 | 0 | $ 3 | $ 0 | |||||||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition (in shares) | 0 | 35,000 | 0 | |||||||||||||||
Net income (loss) | 21,081,283 | [1] | $ 0 | 0 | 21,081,283 | 0 | $ 0 | $ 0 | ||||||||||
Balance at Dec. 31, 2017 | 46,007,389 | [2] | $ 0 | 36,584,575 | 9,421,619 | 0 | $ 409 | $ 786 | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 0 | 4,096,353 | 7,863,938 | |||||||||||||||
Shares issued to directors and others for services rendered | 96,615 | 96,614 | $ 1 | |||||||||||||||
Shares issued to directors and others for services rendered (in shares) | 10,452 | |||||||||||||||||
Conversion of Class B shares to Class A shares upon sale by minority stockholder | 0 | 0 | 0 | $ 4 | $ (4) | |||||||||||||
Conversion of Class B shares to Class A shares upon sale by minority stockholder (shares) | 46,700 | (46,700) | ||||||||||||||||
Share based compensation - stock | 857,073 | 857,073 | ||||||||||||||||
Issuance of Preferred stock | 19,612,425 | $ 79 | 19,612,346 | |||||||||||||||
Issuance of Preferred stock (in shares) | 784,497 | |||||||||||||||||
Dividends | (6,295,460) | (6,295,460) | ||||||||||||||||
Preferred Stock Issuance Costs | (1,894,792) | (1,894,792) | ||||||||||||||||
Preferred shares issued as part purchase consideration paid for Pivotshare acquisition | $ 3,434,420 | $ 13 | $ 3,434,407 | |||||||||||||||
Preferred shares issued as part purchase consideration paid for Pivotshare acquisition (in shares) | 134,000 | |||||||||||||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition | 731,956 | 731,949 | $ 7 | |||||||||||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition (in shares) | 74,235 | |||||||||||||||||
Common Stock Issuance Costs | (61,589) | (61,589) | ||||||||||||||||
Purchase of treasury stock | (632,729) | (632,729) | ||||||||||||||||
Net income (loss) | (844,972) | (844,972) | ||||||||||||||||
Balance at Dec. 31, 2018 | $ 61,010,336 | $ 92 | $ 59,360,583 | $ 2,281,187 | $ (632,729) | $ 421 | $ 782 | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 918,497 | 4,227,740 | 7,817,238 | |||||||||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||||||||||||||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
IPO [Member] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 3,101,493 |
Private Placement [Member] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 13,008 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Cash flows from Operating Activities: | ||||
Net (loss) income | $ (844,972) | $ 21,081,283 | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share-based compensation | 953,688 | 638,258 | [1] | |
Amortization of programming costs | 2,752,446 | 2,973,399 | [1] | |
Amortization of deferred financing costs | 57,161 | 43,747 | [1] | |
Amortization of debt discount | 0 | 865,833 | [1] | |
Amortization of fixed assets and acquired intangibles | 326,986 | 9,819 | [1] | |
Amortization of film library | 6,459,431 | 1,378,869 | [1] | |
Reserve for bad debts and returns | 1,222,032 | 112,568 | [1] | |
Impairment of programming costs | 0 | 21,121 | [1] | |
Loss on debt extinguishment | 0 | 24,803 | [1] | |
Gain on bargain purchase | [2] | 0 | (24,321,747) | [1] |
Deferred income taxes | 373,000 | (725,000) | [1] | |
Changes in operating assets and liabilities: | ||||
Trade accounts receivable | (5,989,864) | (4,864,303) | [1] | |
Prepaid expenses and other current assets | 38,546 | 163,972 | [1] | |
Inventory | 106,896 | (25,656) | [1] | |
Programming costs | (8,267,551) | (6,732,930) | [1] | |
Film library | (9,142,288) | (1,094,363) | [1] | |
Other assets | 95,269 | (463,822) | [1] | |
Accounts payable and accrued expenses | 3,366,143 | (682,879) | [1] | |
Film library acquisition obligations | 2,052,200 | (60,200) | [1] | |
Accrued participation costs | (1,081,278) | 482,435 | [1] | |
Other liabilities | 269,974 | (66,314) | [1] | |
Deferred revenue | (508,531) | 443,571 | [1] | |
Net cash used in operating activities | (7,760,712) | (10,797,536) | [1] | |
Cash flows from Investing Activities: | ||||
Payment for business acquisition, net of cash acquired | 190,587 | (4,683,814) | [1] | |
Increase in due from affiliated companies | (4,340,458) | (4,192,921) | [1] | |
Net cash used in investing activities | (4,149,871) | (8,876,735) | [1] | |
Cash flows from Financing Activities: | ||||
Proceeds from revolving credit facility from related party | 200,000 | 4,825,000 | [1] | |
Repayments of revolving credit facility from related party | (1,700,000) | (6,805,000) | [1] | |
Proceeds from notes payable from private placement | 8,500,000 | 2,030,000 | [1] | |
Repayments of notes payable | 0 | (4,082,000) | [1] | |
Repayments of senior secured term loan and revolving line of credit from third party | (583,334) | 0 | [1] | |
Payment of stock issuance costs | (1,956,393) | (2,949,805) | [1] | |
Payment of deferred financing costs | (391,714) | 0 | [1] | |
Proceeds from issuance of Series A preferred stock | 19,612,438 | 0 | [1] | |
Proceeds from issuance of common stock in IPO | 0 | 26,903,348 | [1] | |
Purchase of treasury stock | (632,729) | 0 | [1] | |
Dividends paid to common stockholders | (5,182,549) | 0 | [1] | |
Dividends paid to preferred stockholders | (926,363) | 0 | [1] | |
Proceeds from issuance of common stock in private placements | 0 | 1,413,400 | [1] | |
Net cash provided by financing activities | 16,939,356 | 21,334,943 | [1] | |
Net increase in cash and cash equivalents | 5,028,773 | 1,660,672 | [1] | |
Cash and cash equivalents at beginning of period | [1] | 2,172,985 | 512,313 | |
Cash and cash equivalents at end of the period | 7,201,758 | 2,172,985 | [1] | |
Supplemental data: | ||||
Interest paid | 267,064 | 298,048 | [1] | |
Income taxes paid | 0 | 52,000 | [1] | |
Non-cash operating activities | ||||
Fair value of shares issued to executive producer | 0 | 625,500 | [1] | |
Non-cash investing Activities | ||||
Affiliated balances settled as a part of the A Sharp acquisition consideration | 8,711,109 | 8,711,109 | [1] | |
Fair value of warrants issued with revolving credit facility and term notes | 0 | 143,500 | [1] | |
Fair value of Preferred shares issued as a part of business acquisition - Pivotshare | 3,434,486 | 0 | [1] | |
Conversion of senior secured notes payable to Class A common stock | 0 | 281,050 | [1] | |
Non-cash financing activities | ||||
Fair value of warrants issued with revolving credit facility and term notes | 0 | 410,976 | [1] | |
Conversion of senior secured notes payable to Class A common stock | 0 | 918,000 | [1] | |
Pivotshare Acquisition [Member] | ||||
Non-cash investing Activities | ||||
Fair value of Common A shares issued as a part of business acquisition | 732,028 | 0 | [1] | |
A Plus [Member] | ||||
Non-cash investing Activities | ||||
Fair value of Common A shares issued as a part of business acquisition | $ 0 | $ 2,924,997 | [1] | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Additional Information) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [2] | |
Reconciliation of cash and cash equivalents and restricted cash per consolidated balance sheets to statements of cash flows | |||||
Cash and cash equivalents | $ 6,451,758 | $ 2,172,985 | [1] | ||
Restricted cash | 750,000 | 0 | [1] | ||
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 7,201,758 | $ 2,172,985 | [2] | $ 512,313 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | ||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
The Company, Description of Bus
The Company, Description of Business, Acquisitions, Commercial Loan | 12 Months Ended |
Dec. 31, 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, Acquisitions, Commercial Loan 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 brand (the “Brand”). The Brand is owned and licensed to the Company by CSS. Chicken Soup for the Soul Holdings, LLC (“CSS Holdings”), is the parent company of CSS and the Company’s ultimate parent company. 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. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. The Company operates in one reportable segment, the production and distribution of video content, and currently operates in the United States and internationally. With the acquisition of Screen Media Ventures in 2017, the Company now has a presence in over 56 countries and territories worldwide. 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 11). The remaining proceeds will be used for general corporate purposes including working capital, acquisition of video content and strategic transactions. 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. Screen Media operates Popcornflix®, an advertiser-supported direct-to-consumer online video service and distributes television series and films worldwide. Acquisition of Pivotshare On August 22, 2018, the Company acquired all the outstanding capital stock of Pivotshare, Inc. (“Pivotshare”) for approximately $0.3 million in cash, the issuance of 134,000 shares of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) valued at $3.4 million and the issuance of 74,235 shares of the Company’s Class A common stock valued at $0.7 million (the “Purchase Price”). A portion of the Series A Preferred Stock and the Class A common stock included in the Purchase Price are being held in escrow as security for noncompete and indemnification obligations of Pivotshare and its stockholders. 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. In accordance with ASC 805, “ Business Combinations Acquisition of A Plus On December 28, 2018, we acquired all of the outstanding capital stock of A Plus, an affiliate of ours, for an aggregate purchase price of $15 million, which was paid as follows: (a) an aggregate of 350,299 shares of Class A common stock, (b) an offset of $8.7 million to amounts due pursuant to the intercompany cash management system and (c) reduction by approximately $3.3 million of advances owed by A Plus to the Company. This transaction was treated as an acquisition of entities under common control in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 805-50 "Transactions between entities under common control" A Plus is a digital media company that develops and distributes high-quality, empathetic short-form videos and articles to millions of people worldwide, with an emphasis on positive journalism and social change. A Plus had reach of nearly 3 billion content views in 2018 and increased its social media by 10% to over 3.2 million followers. A Plus was founded by and is chaired by renowned actor and investor, Ashton Kutcher. 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 $2.5 million revolving line of credit (“Revolver”). On December 27, 2018, the company increased the Revolver from $2.5 million to $3.5 million. 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 payable, approximately $0.6 million in 2018, $1.0 million each in years 2019 through 2022 and $0.4 million in 2023. 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. 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. As of December 31, 2018, the total principal balance outstanding under the Term Loan and Revolver is $ 4.4 3.5 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. The acquisition of A Plus has been treated as an acquisition of entities under common control in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 805-50 "Transactions between entities under common control" 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 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 December 31, 2018 and 2017, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. Accounts Receivable Accounts receivable are stated at the amount 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 income and comprehensive income. At December 31, 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $601,500. Bad debt expense of $329,544 was recorded in the consolidated statement of income and comprehensive income for the year ended December 31, 2018. At December 31, 2017, an allowance for doubtful accounts was not considered necessary. 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 consolidated statements of operations for 2018 and 2017, is amortization of programming costs totaling $2,752,446 and $2,474,836, respectively. For the years ended December 31, 2018 and 2017, there were no 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. 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 acquisition agreement, which in most cases is ten years or more. The company generally acquires distribution rights covering periods of ten or more years. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), 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 film vintage 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 acquiring a particular film. The Company performs an annual impairment analysis for unamortized film library 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 film library costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the consolidated statements of operations for the years ended December 31, 2018 and 2017 is amortization of film library totaling $6,459,431 and $1,378,869, respectively. For the year ended December 31, 2017, there was no material impairment charge recorded. Goodwill & Acquired Intangible Assets 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 Company during 2016. The Company has recorded the initial purchase price of the Perpetual License at the estimated cost to CSS. 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 our 2018 and 2017 annual impairment tests, we performed a qualitative impairment assessment of our assets. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that its fair value was less than its carrying value; therefore, no additional testing was required. Pivotshare Acquired intangible assets of Pivotshare represent the fair value of its installed customer base, the non-compete obligation of the former chief executive officer and goodwill. The installed customer base and the non-compete are stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of useful lives, which is five years for the installed customer base and three years for the non-compete, which is the period it is in effect. We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. Considering the characteristics of AVOD and film distribution companies, our acquisitions usually do not have significant amounts of tangible assets, as the principal asset we typically acquire is talent and customer intel. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets. A Plus In accordance with ASC Subtopic 805-50, “Transactions between entities under common control”, acquired intangible assets of A Plus represent the carrying value as of the date of transfer, December 28, 2018. We review goodwill and other intangible assets with indefinite lives not subject to amortization as of December 31st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment review did not result in an impairment charge at any of our reporting units. In performing our annual impairment review, we would first assess qualitative factors to determine whether it is “more likely than not” that the goodwill or indefinite-lived intangible assets are impaired. Qualitative factors to consider may include macroeconomic conditions, industry and market considerations, cost factors that may have a negative effect on earnings, financial performance, and other relevant entity-specific events such as changes in management, key personnel, strategy or clients, as well as pending litigation. If, after assessing the totality of events or circumstances such as those described above, an entity determines that it is "more likely than not" that the goodwill or indefinite-lived intangible asset is impaired, then the entity is required to determine the fair value and perform the quantitative impairment test by comparing the fair value with the carrying value. Otherwise, no additional testing is required. For our 2018 and 2017 annual impairment tests, we performed a qualitative impairment assessment for our assets. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we have concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that its fair value was less than its carrying value; therefore, no additional testing was required. For the year ended December 31, 2018, there was no impairment charge recorded. Income Taxes 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 , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 2018 and 2017, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. 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 from all digital media distribution is included in online networks in the accompanying 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 consolidated statements of income and comprehensive income. 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 as amended (“ASC 926”). Revenue is recognized when persuasive evidence of an arrangement exists, the fee is fixed and determinable, delivery has occurred, and collection of the resulting receivable is deemed probable. For episodic television programs, revenue is recognized as each episode becomes available for delivery or becomes available for broadcast, and for short-form online videos, revenue is recognized when the videos are posted to a website for viewing. Revenue from the distribution of short-form online media content is included in television and short-form video production revenue in the accompanying consolidated statements of operations. 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, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent third-party valuations. 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 years ended December 31, 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. The expense recorded in the consolidated statements of operations for the years ended December 31, 2018 $63,875 . These costs are capitalized as part of the film library acquisition costs and are amortized as such. $2,000. Earnings (loss) Per Share Basic net income per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted net income 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. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. Client Concentration For the year ended December 31, 2018, we had 1 customer, which accounted for 15% of our total revenue. As of December 31, 2018, the Company had 2 customers that accounted for 46% of accounts receivable 32 the year ended December 31, 2017, the Company had 4 customers that accounted for 77% of total revenue (the largest of which accounted for 28%). As of December 31, 2017, the Company had 1 customer that accounted for 58% of accounts receivable. Reclassification Certain prior year balances have been reclassified to conform to the current year presentation. In the consolidated statements of income and comprehensive income, 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 income. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 – Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The Company adopted the rule in the fourth quarter of 2018 and the impact on its consolidated financial statements was not material. In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation Topic 718: Improvements to Nonemployee Share-Based Payment Accounting , which is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. Under the new guidance, equity-classified nonemployee awards are to be measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee’s performance is complete. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. The Company will adopt ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. The Company will adopt ASU 2016-02 in the first quarter of 2019 and does not expect the impact on its consolidated financial statements to be 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 and 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. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4 – Business Combination A Plus Effective December 28, 2018, we completed the acquisition of 100% of the outstanding capital stock of A Sharp Inc. A Plus is a digital media company that develops and distributes high-quality, empathetic short-form videos and articles to millions of people worldwide, with an emphasis on positive journalism and social change. A Plus had content views in 2018 and increased its social media by 10% to over 3.2 million followers. A Plus was founded by and is chaired by renowned actor and investor, Ashton Kutcher. Prior to the acquisition, A Plus was majority owned by an affiliate of our parent company, Chicken Soup for the Soul, LLC (“CSS”). In September 2016, we entered into a distribution agreement with A Plus (the “A Plus Distribution Agreement”), pursuant to which we received 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 Distribution Agreement, we received a net distribution fee equal to 40% of gross revenue generated by the distribution of the A Plus video content. As a result of the acquisition, A Plus is now a wholly owned subsidiary of our company, and the A Plus Distribution Agreement has been terminated, resulting in our retention of 100% of the revenues generated by A Plus and projected cost savings. The acquisition of A Plus is expected to have a material positive impact on the Company’s consolidated financial position, results of operations and cash flows. The Purchase Price otherwise payable by the Company was reduced by approximately $3.3 million of advances owed by A Plus to the Company. The balance of the cash portion of the purchase price was used to reduce all open amounts under the intercompany cash management account. Any excess amount that may be due to CSS will be deferred and will be carried in the intercompany cash management system until amortized in accordance with prior practice. The Company accounted for its acquisition of A Plus in accordance with ASC Subtopic 805-50, “Transactions between entities under common control”. All net assets have been transferred at their carrying amounts at the date of transfer and financial statements of the have been restated to reflect the transaction from the date of common ownership. The consolidated financial statements have been restated as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Thus, the consolidated results of operations for the period comprise those of the previously separate entities combined from the beginning of the earliest period presented. Financial statements and financial information presented for prior years have been retrospectively adjusted to furnish comparative information as required. All comparative information in prior years have been adjusted for periods during which the entities were under common control. The effects of intra-entity transactions on current assets, current liabilities, revenue, and cost of sales for periods presented and on retained earnings at the beginning of the periods presented have been eliminated where applicable. Pivotshare Effective August 22, 2018, the Company completed the acquisition of all the outstanding capital stock of Pivotshare for approximately $258,000 in cash, the issuance of 134,000 shares of Series A preferred stock valued at $3.4 million and the issuance of 74,235 shares of Class A common stock valued at $731,957. A portion of the Series A preferred stock and the Class A common stock included in the Purchase Price are held in escrow for noncompete and indemnification obligations of Pivotshare and its stockholders. 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. Content on most of those channels is owned and provided by third-party content publishers in accordance with terms of the Pivotshare Publishers Agreements. The acquisition is accounted for as a purchase of a business under ASC 805, and the aggregate purchase price consideration of $4.4 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The preliminary results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,239 Other current assets 11,917 Property and equipment, net 7,771 Deferred tax asset 407,000 Other assets 29,138 Other intangible asset Intangibles 2,820,410 Goodwill 1,300,319 Assets acquired 4,581,794 Accounts payable and accrued expenses (98,325 ) Other current liabilities (472,694 ) Liabilities assumed (571,019 ) Total purchase consideration, less cash acquired $ 4,010,776 Purchase Price Consideration Allocation: Cash consideration $ 257,758 Equity consideration - Class A common stock 731,957 Equity consideration - Series A Preferred Stock 3,350,000 Purchase price consideration 4,339,715 Less: cash acquired (328,939 ) Total purchase consideration, less cash acquired $ 4,010,776 The fair value of Pivotshare’s installed customer base as well as its former chief executive officers non-compete agreement, were the most significant assets recorded from the acquisition of Pivotshare. In determining the fair value of the installed customer base, the independent third-party appraiser utilized a traditional Customer Life Value (CLV) model. This model took into account average revenue per customer, margins and customer churn rate. In determining the fair value of the former chief executive officers noncompete agreement, the appraiser calculated the value of the securities held in escrow to secure the non-compete. Aggregate acquisition-related costs related to the Purchase, including legal fees, accounting fees and investment advisory fees were approximately $267,305 and are recognized as an expense in the consolidated condensed statements of operations for the year ended December 31, 2018. Screen Media Ventures Effective November 3, 2017, the Company completed the acquisition of all of the membership interests of 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 “Purchase”). Screen Media operates Popcornflix®, an advertiser-supported direct-to-consumer online video service (“AVOD”) and distributes television series and films worldwide. The acquisition is accounted for as a purchase of a business under ASC 805, and the aggregate purchase price consideration of $5.3 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal, as follows: Purchase Price Consideration Allocation: Cash consideration $ 4,905,355 Equity consideration - Class A common stock 281,050 Equity consideration - Class Z warrants 143,500 Purchase price consideration 5,329,905 Less: cash acquired (221,541 ) Total purchase consideration, less cash acquired $ 5,108,364 Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 2,405,654 Prepaid expenses 175,719 Video inventory 343,308 Property and equipment, net 123,115 Other intangible asset 125,000 Popcornflix film rights and other assets 7,163,943 Film library, net 22,940,151 Assets acquired 33,276,890 Accounts payable and accrued expenses (774,350 ) Customer deposits (210,846 ) Accrued participations payable (2,137,983 ) Film obligations (723,600 ) Liabilities assumed (3,846,779 ) Gain on bargain purchase (24,321,747 ) Total purchase consideration, less cash acquired $ 5,108,364 The fair value of the Screen Media film library, as well as the Popcornflix film rights and other assets, were the most significant assets recorded from the acquisition of Screen Media. In determining the fair value of these assets, the independent third-party appraiser utilized an income-based approach (“DCF”). Under the income-based approach, the third-party appraiser calculated the net present value (“NPV”) of after-tax cash flows as expected from the film library and from Popcornflix. The NPV was added to a terminal or exit value for these assets to obtain estimates of fair value. Based on the fair value of the net assets acquired, the acquisition of Screen Media resulted in a gain on bargain purchase of $24.3 million. Screen Media, in recent years, had been heavily indebted and their lenders allowed it to seek an acquirer who would pay an agreed-upon amount to such lenders, who were willing to accept a significant reduction in the total indebtedness due. This allowed the Company to acquire Screen Media on a debt-free basis at a significant discount. Aggregate acquisition-related costs related to the Purchase, including legal fees, accounting fees and investment advisory fees is approximately $2.2 million, and is recognized as an expense in the consolidated statement of income and comprehensive income for the year ended December 31, 2017. The Company’s consolidated statement of income and comprehensive income include net revenue of $3.0 million and gross pre-tax profit of $0.6 million, from Screen Media’s operations from the date of acquisition on November 3, 2017 through December 31, 2017. The following combined unaudited pro forma information assumes the acquisition of Screen Media occurred on January 1, 2017 (the “Unaudited Information”). The Unaudited Information presented below is for illustrative purposes only. The Unaudited Information is not necessarily indicative of results that would have been achieved had the Company controlled Screen Media’s operations during the periods presented or the results that the Company will experience going forward. The Unaudited Information does not include the gain on bargain purchase of $24.3 million. Year Ended December 31 , (Unaudited) 2017 Net revenue $ 18,836,046 Cost of revenue 8,925,863 Gross profit 9,910,183 Operating expenses 12,312,030 Net loss (3,269,071 ) Net loss per common share: Basic net loss per common share (0.32 ) Diluted net loss per common share (0.32 ) |
Episodic Television Programs
Episodic Television Programs | 12 Months Ended |
Dec. 31, 2018 | |
Contractors [Abstract] | |
Long-term Contracts or Programs Disclosure [Text Block] | Note 5 – Episodic Television Programs (a) In September 2014, CSS and a charitable foundation (the “Foundation”), entered into an agreement under which the Foundation agreed to sponsor a Saturday morning family television show, Chicken Soup for the Soul’s Hidden Heroes (“Hidden Heroes”) , a half-hour hidden-camera family friendly show that premiered on the CBS Television Network (“CBS”). The Foundation is a not-for-profit charity that promotes tolerance, compassion and respect. The Foundation has funded four seasons of Hidden Heroes . (b) In September 2015, CSS Productions received corporate sponsorship funding from a company (the “Sponsor”), to develop the Company’s second episodic television series entitled Project Dad, a Chicken Soup for the Soul Original (“ Project Dad ”). Project Dad presents three busy celebrity dads as they put their careers on the “sidelines” and get to know their children like never before. The Project Dad slate is comprised of eight, one-hour episodes that aired weekly on Discovery Communications, LLC’s Discovery Life network in November and December 2016. In addition, in January 2017, Project Dad began airing on Discovery Communications, LLC’s TLC network. In 2017, the Sponsor funded a new parenting series called Being Dad, our third episodic television show, comprised of eight, one-hour episodes that were available for delivery and available for broadcast in the fourth quarter of 2017 and will begin airing in 2018. (c) On June 20, 2017, the Company entered into an agreement with HomeAway.com and received corporate sponsorship funding for our fourth episodic television series entitled Vacation Rental Potential. This series, comprised of eight, one-hour episodes began airing on the A&E Network in November and December 2017. The show gives viewers the information needed to obtain their dream vacation. On March 28, 2018, HomeAway.com agreed to sponsor a second season of Vacation Rental Potential, which will be comprised of ten, half-hour episodes and fifty, one-minute short form videos. At HomeAway’s option, the second season may be expanded by an additional six, half-hour episodes. (d) In July and August 2018, the Company signed agreements with Acorns Grow, Inc., Handy Technologies, Inc., Adobe Systems Inc., and Chegg Inc. to sponsor the Company’s fifth episodic television series entitled Going From Broke. The series will comprise ten, half-hour episodes to air on a major network or cable broadcast platform and thirty-two, one-minute short form videos. The essence of the show is to pair a financial expert with a twenty-something college graduate trying to make their way out of student and other debt and execute a plan that will lead to financial stability. (e) In December 2018, the company signed agreements with Chicken Soup for the Soul Pet Food and American Humane, the country’s first national humane organization, to sponsor Chicken Soup for the Soul’s Animal Tales . Chicken Soup for the Soul’s Animal Tales will consist of 15 half-hour episodes. Chicken Soup for the Soul Pet Food makes a complete line of super premium dog and cat food, made from the finest natural ingredients for every stage of pet life. American Humane has sponsored content with CSS Entertainment in the past, telling the heroic and inspiring stories of the safety, welfare, and well-being of animals. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 6 – 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 year ended December 31, 2018 and 2017, the Company recognized $857,073 and $572,905, respectively, of non-cash share-based compensation expense in selling, general and administrative expense in the consolidated statements of comprehensive income. There were 462,919 stock options vested at December 31, 2018. Stock options activity as of December 31, 2018 is as follows: As of December 31, 2018 Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Yrs.) Aggregate Intrinsic Value Total outstanding at December 31, 2017 690,000 $ 7.61 4.32 $ 1,079,500 Granted 32,500 9.66 4.45 - Forfeited (60,000 ) 9.74 3.67 - Exercised - - - - Expired - - - - Outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Vested and exercisable at December 31, 2018 462,919 $ 7.03 3.16 $ 318,778 As of December 31, 2018, the Company had unrecognized pre-tax compensation expense of $787,235 related to non-vested stock options under the Plan of which $449,0233, $315,271 and $22,941 will be recognized in 2019, 2020 and 2021, respectively. We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows: Year Ended December 31, Weighted Average Assumptions: 2018 2017 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 57.1 % 57.0 % Expected term (years) 5.00 2.57 Risk-free interest rate 2.10 % 2.05 % Exercise price per stock option $ 7.52 $ 7.61 Market price per share $ 6.80 $ 6.92 Weighted average fair value per stock option $ 3.26 $ 3.33 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 because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. The Company also awards common stock grants to directors and non-employee executive producers that provide services to the Company. The Company also awards common stock grants to directors and non-employee executive producers that provide services to the Company. For the year end ended December 31, 2018 and 2017, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $96,615 and $65,353, respectively. Additionally, for the year ended December 31, 2017, the Company capitalized as programming costs, the fair value of Class A common stock and Class Z warrants totaling $625,500 issued to a non-employee executive producer of two television shows to be produced, based on an independent valuation of such shares and warrants. The programming costs will be amortized to cost of revenue as the television shows become available for delivery in accordance with Company accounting policy. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 7 – Earnings Per Share A reconciliation of shares used in calculating basic and diluted per share data is as follows: Year Ended December 31, 2018 2017 Net (loss) income available to common stockholders $ (1,957,882 ) $ 21,081,283 Basic weighted-average shares outstanding 11,944,528 10,414,031 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options* - 50,274 Assumed issuance of shares from exercise of warrants* - 118,156 Diluted weighted-average shares outstanding* 11,944,528 10,582,461 Earnings per share: Basic $ (0.16 ) $ 2.02 Diluted (0.16 ) 1.99 * In 2018 common stock equivalents totaling 239,702 were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive. |
Programming Costs
Programming Costs | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | Note 8 – Programming Costs Programming costs, net of amortization, consists of the following: December 31, December 31, 2018 2017 Released, net of accumulated amortization of $ 9,473,308 6,725,362 $ 11,418,244 $ 6,218,499 In production 17,099 12,784 In development 1,355,146 1,419,862 $ 12,790,489 $ 7,651,145 |
Film Library
Film Library | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Film Library [Abstract] | |
Film Library [Text Block] | Note 9 – Film Library Film library costs, net of amortization, consists of the following: December 31, December 31, 2018 2017 Acquisition costs $ 33,176,802 24,034,514 Accumulated amortization (7,838,300 ) (1,378,869 ) Net film library costs $ 25,338,502 22,655,645 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Other Intangible Assets IndefiniteLived [Text Block] | Note 10 – Goodwill and Intangible Assets Indefinite lived Intangible assets, consists of the following: December 31, December 31, 2018 2017 Intangible asset - video content license $ 5,000,000 $ 5,000,000 Popcornflix film rights and other assets 7,163,943 7,163,943 $ 12,163,943 $ 12,163,943 Intangible assets, consists of the following: December 31, December 31, 2018 2017 Acquired customer base, net $ 2,118,473 $ - Non-compete agreement, net 463,898 - Website Development, net 389,266 198,495 $ 2,971,637 $ 198,495 Amortization expense was $326,986 and $9,819 for the years ended December 31, 2018 and 2017, respectively. Goodwill consists of the following: December 31, December 31, 2018 2017 Goodwill: Pivotshare $ 1,300,319 $ - Goodwill: A-Plus 1,236,760 1,236,760 $ 2,537,079 $ 1,236,760 There was no impairment related to goodwill and intangible assets for any period presented. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 11 – Long-term Debt Commercial Loan On December 27, 2018, the company increased the Commercial Loan Revolver from $2.5 million to $3.5 million. On April 27, 2018, the Company entered into the 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 with 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 payable, approximately $0.6 million in 2018, $1.0 million each in years 2019 through 2022 and $0.4 million in 2023. 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 December 31, 2018, the principal balance outstanding on the Term Loan is $4,416,667 and the Revolver balance is $3,500,000. The Term Loan and the Revolver are presented on the condensed consolidated balance sheets net of unamortized debt issuance costs of $334,554. For the twelve months ended December 31, 2018, the Company incurred $330,875 of interest expense on the Term Loan and Revolver. 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 Revolvin g Line of Credit On May 12, 2016, the Company entered into a revolving credit line (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. As of December 31, 2018, and 2017, advances under the Credit Facility totaled $0 and $1,500,000 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 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 December 31, 2018, the debt discount and deferred financing costs related to the Credit Facility were fully amortized. For the year ended December 31, 2018 and 2017, cash interest expense paid on the Credit Facility was $30,267 and $144,005, respectively. 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 with the Credit Facility and senior to any existing or future indebtedness of the Company. The Term Notes were secured by a first priority security interest and lien on all tangible and intangible assets of the Company and were subject to an intercreditor agreement with respect to the Credit Facility. 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 which provides, among other things, that the fair value is allocated between the debt and the related warrants. The Warrants are exercisable at any time prior to June 30, 2021 and are callable under certain circumstances, but in no event prior to January 31, 2018. 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 year ended December 31, 2017, amortization of the debt discount of $627,973, amortization of deferred financing costs of $40,902, and interest expense paid or accrued for on the Term Notes of $136,526, 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 15). As of December 31, 2018, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Year Ended December 31, Amount 2019 $ 1,000,000 2020 1,000,000 2021 4,500,000 2022 1,000,000 2023 416,667 $ 7,916,667 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 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, 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 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. On August 22, 2018, in connection with the acquisition of Pivotshare, Inc., the company issued 134,000 shares of the Company’s 9.75% Series A Preferred Stock. On November 19, 2018, the company completed the offering and sale of 138,000 shares of its 9.75% Series A Preferred Stock. On December 28, 2018, the company completed the acquisition of A Plus, issuing 350,299 of its Class A Common Stock. As of December 31, 2018, and 2017, the Company had 4,153,505 and 3,746,054 shares of Class A Stock outstanding, respectively and 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. At December 31, 2018 and 2017, the company had 918,497 and nil shares of Series A Preferred Stock outstanding, respectively. The Company 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. 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 $5.0 million of its Class A common stock prior to April 30, 2020. As of December 31, 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. Recapitalization As described in Note 1, in May 2016, pursuant to the terms of the CSS Contribution Agreement, the Company issued 8,600,568 shares of the Company’s Class B common stock as consideration paid for all video content assets owned by CSS, CSS Productions and their CSS subsidiaries. CSS Productions transferred certain of these shares of Class B common stock to third parties. 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. The Company recorded $16 par value of common stock and $792,000 of additional paid-in capital as of June 30, 2016. 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 14). 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 As described in Note 6, 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 | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes The Company’s current and deferred income tax (benefit) provision are as follows: Year Ended December 31 2018 2017 Current provision (benefit): Federal $ 4,000 $ - States 90,000 33,000 Total current provision $ 94,000 $ 33,000 Deferred provision (benefit): Federal $ 575,000 $ (559,000 ) States 205,000 (199,000 ) Total deferred provision (benefit) 780,000 (758,000 ) Total provision (benefit) for income taxes $ 874,000 $ (725,000 ) The (benefit) provision for income taxes is different from amounts computed by applying U.S. statutory rates to consolidated earnings before taxes. The significant reason for these differences is as follows: Year Ended December 31, 2018 2017 Expected tax provision -- Income taxes computed at Federal statutory rate (21% for 2018; 35% for 2017) $ 6,000 $ 7,125,000 Increase (decrease) in tax expense resulting from: Gain on bargain purchase - (8,512,000 ) Amortization of debt discount - 303,000 State and local taxes 276,000 43,000 Tax on pre-incorporation income of predecessor - - Programming costs (1,384,000 ) (178,000 ) Net operating losses - 129,000 Acquisition-related costs 116,000 204,000 Share-based compensation - long-term incentive plan 237,000 201,000 Film library 1,620,000 - Other 3,000 (40,000 ) Actual tax provision $ 874,000 $ (725,000 ) 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 the deferred tax assets and liabilities are as follows: December 31, 2018 (1) December 31, 2017 Deferred Tax Assets: Net operating loss carry-forwards $ 3,022,000 $ 1,772,000 Acquisition-related costs 663,000 584,000 Film library 427,000 - Deferred state taxes 157,000 115,000 Less: valuation allowance (719,000 ) (110,000 ) Total Deferred Tax Assets $ 3,550,000 $ 2,361,000 Deferred Tax Liabilities: Programming costs 2,779,000 1,395,000 Other assets 319,000 141,000 Total Deferred Tax Liabilities $ 3,098,000 $ 1,536,000 Net deferred tax asset $ 452,000 $ 825,000 (1) We adjusted our federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. statutory federal corporate income tax rate from 35% to 21% resulting from the Tax Act. The Company has net operating losses of approximately $9,492,000 which expire between 2013 and 2037 and $ 1,731,000 80 The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. 11,223,000 will be limited to approximately $8,552,000 719,000 The deferred tax asset valuation allowance has increased by $ 609,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 14 – 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 pays 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, 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 years ended December 31, 2018 and 2017, the Company recorded management fee expense of $532,850 and $405,932, respectively, payable to CSS. Each quarterly amount due shall be paid on or prior to the later of the 45th day after the end of such quarter, or the 10th day after the filing of the applicable Exchange Act report for such quarter. On August 21, 2017, the Company paid to CSS $739,422 in management fees that were owed for the years 2015 and 2016 and for the six months ended June 30, 2017. 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 during the years ended December 31, 2018 and 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 books, for visual exploitation worldwide. 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 , the Company also an incremental recurring license fee to CSS equal to % 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, CSS provides marketing support for the Company’s productions through its email distribution, blogs and other marketing and public relations resources. Commencing with the fiscal quarter ended March 31, 2016, the Company shall pay a quarterly fee to CSS equal to 1% of gross revenue as reported under GAAP for each fiscal quarter for such support. For years ended December 31, 2018 and 2017, the Company recorded license fee expense of $1.3 million and $0.4 million, respectively, payable to CSS. Due from Affiliated Companies As of December 31, 2018, the Company is owed $1.2 million from affiliated companies, primarily CSS Chicken Soup for the Soul’s Animal Tales . 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. During 2017, the Company advanced CSS and its subsidiaries a net amount of approximately $4.7 million. As noted above, advances and repayments occur periodically. In the first quarter of 2018, CSS repaid $1.0 million of such net advances it owed to the Company. In the fourth quarter, the balance was significantly reduced as a result of the common control transaction in A Plus. The Company and CSS do not charge interest on the net advances or the net repayments. (a) 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. As of December 31, 2016, Related Parties purchased $1,340,000 under the Debt Private Placement and $200,040 under the 2016 Equity 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. (b) Promotions License Agreement During 2016, the Company entered into a Promotions License Agreement with One Last Thing (“OLT”) under which the Company paid $100,000 for the right to integrate certain products into a feature film produced by OLT, such amount being recoupable from the gross revenue of such film. OLT is controlled by the son of the Company’s chairman and chief executive officer. The payment of $100,000 is included in programming costs in the accompanying consolidated balance sheet as of December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 15 – Commitments and Contingencies In the normal course of business, from time-to-time, the Company may become subject to claims in legal proceedings. Legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company's business, financial position, results of operations, or cash flows. The Company is not currently, and has not been since inception, subject to any legal claims or actions. Further, the Company has no knowledge of any pending legal actions and does not believe it is currently a party to any pending legal claims or actions. The Company is contingently liable for a standby letter of credit in connection with its office lease agreement in the amount of $129,986 as of December 31, 2018. 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%. The Company 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 2019 417,206 2020 71,043 $ 488,249 Rent expense recorded in the consolidated statements of operations for the years ended December 31, 2018 and 2017 was $425,688 and $67,951, respectively. The Company does not record rent expense for its Connecticut office as it is included under the Management Agreement with CSS. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 16 – Segment and Geographic Information 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, and currently operates in the United States and internationally. Net revenue generated in the United States accounted for approximately 99% and 99% of total net revenue for the years ended December 31, 2018 and 2017, respectively. Remaining net revenue was generated in the rest of the world. 100% of total consolidated long-lived assets are based in the United States. |
Client Concentration
Client Concentration | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 17 – Client Concentration The list of our customers changes periodically. Our largest customers accounted for the following percentages of total net revenue: Year Ended December 31, 2018 2017 Customer A 15 % 28 % Customer B 0 % 24 % Our largest customers accounted for the following percentages of total gross accounts receivable: Accounts Receivable Year Ended December 31, 2018 2017 Customer A 32 % 58 % Customer B 14 % 0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 18 – Subsequent Events Crackle Plus Joint Venture On March 27, 2019 a contribution agreement was signed with Crackle, Inc., currently a business of SPT, one of the television industry’s leading content providers, to be branded “Crackle Plus”. If the transaction is consummated, Crackle will contribute certain of the assets of its free AVOD network and we will plan to contribute our VOD assets to make Crackle Plus highly competitive in the surging VOD space. The addition of Crackle Plus is expected to more than double our overall annual revenue and will add meaningful EBITDA. Public Offering of Series A Preferred Stock On February 13, February 22, and March, 11, 2019, we offered and sold an aggregate of 140,000 shares of Series A preferred stock in public offerings. The shares were sold at a price to the public of $25.00 per share, and generated net proceeds to us of $2.1 million. Series A Preferred Stock Dividends We have declared monthly cash dividends of $0.2031 per share on our Series A preferred stock to holders of record as of January 30, 2019, February 28, 2019, and March 31, 2019. The monthly dividend for January was paid on February 15, 2019, the monthly dividend for February was paid on March 15, 2019, and the monthly dividend for March is expected to be paid on April 15, 2019. The total dividends declared and paid through March 2019 was approximately $575,888. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. The acquisition of A Plus has been treated as an acquisition of entities under common control in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 805-50 "Transactions between entities under common control" |
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 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 December 31, 2018 and 2017, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are stated at the amount 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 income and comprehensive income. At December 31, 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $601,500. Bad debt expense of $329,544 was recorded in the consolidated statement of income and comprehensive income for the year ended December 31, 2018. At December 31, 2017, an allowance for doubtful accounts was not considered necessary. |
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 consolidated statements of operations for 2018 and 2017, is amortization of programming costs totaling $2,752,446 and $2,474,836, respectively. For the years ended December 31, 2018 and 2017, there were no |
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. 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 acquisition agreement, which in most cases is ten years or more. The company generally acquires distribution rights covering periods of ten or more years. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), 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 film vintage 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 acquiring a particular film. The Company performs an annual impairment analysis for unamortized film library 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 film library costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the consolidated statements of operations for the years ended December 31, 2018 and 2017 is amortization of film library totaling $6,459,431 and $1,378,869, respectively. For the year ended December 31, 2017, there was no material impairment charge recorded. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Goodwill & Acquired Intangible Assets 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 Company during 2016. The Company has recorded the initial purchase price of the Perpetual License at the estimated cost to CSS. 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 our 2018 and 2017 annual impairment tests, we performed a qualitative impairment assessment of our assets. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that its fair value was less than its carrying value; therefore, no additional testing was required. Pivotshare Acquired intangible assets of Pivotshare represent the fair value of its installed customer base, the non-compete obligation of the former chief executive officer and goodwill. The installed customer base and the non-compete are stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of useful lives, which is five years for the installed customer base and three years for the non-compete, which is the period it is in effect. We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. Considering the characteristics of AVOD and film distribution companies, our acquisitions usually do not have significant amounts of tangible assets, as the principal asset we typically acquire is talent and customer intel. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets. A Plus In accordance with ASC Subtopic 805-50, “Transactions between entities under common control”, acquired intangible assets of A Plus represent the carrying value as of the date of transfer, December 28, 2018. We review goodwill and other intangible assets with indefinite lives not subject to amortization as of December 31st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment review did not result in an impairment charge at any of our reporting units. In performing our annual impairment review, we would first assess qualitative factors to determine whether it is “more likely than not” that the goodwill or indefinite-lived intangible assets are impaired. Qualitative factors to consider may include macroeconomic conditions, industry and market considerations, cost factors that may have a negative effect on earnings, financial performance, and other relevant entity-specific events such as changes in management, key personnel, strategy or clients, as well as pending litigation. If, after assessing the totality of events or circumstances such as those described above, an entity determines that it is "more likely than not" that the goodwill or indefinite-lived intangible asset is impaired, then the entity is required to determine the fair value and perform the quantitative impairment test by comparing the fair value with the carrying value. Otherwise, no additional testing is required. For our 2018 and 2017 annual impairment tests, we performed a qualitative impairment assessment for our assets. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we have concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that its fair value was less than its carrying value; therefore, no additional testing was required. For the year ended December 31, 2018, there was no impairment charge recorded. |
Income Tax, Policy [Policy Text Block] | Income Taxes 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 , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 2018 and 2017, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. |
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 from all digital media distribution is included in online networks in the accompanying 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 consolidated statements of income and comprehensive income. 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 as amended (“ASC 926”). Revenue is recognized when persuasive evidence of an arrangement exists, the fee is fixed and determinable, delivery has occurred, and collection of the resulting receivable is deemed probable. For episodic television programs, revenue is recognized as each episode becomes available for delivery or becomes available for broadcast, and for short-form online videos, revenue is recognized when the videos are posted to a website for viewing. Revenue from the distribution of short-form online media content is included in television and short-form video production revenue in the accompanying consolidated statements of operations. 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, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent third-party valuations. 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 years ended December 31, 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. The expense recorded in the consolidated statements of operations for the years ended December 31, 2018 $63,875 . These costs are capitalized as part of the film library acquisition costs and are amortized as such. $2,000. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) Per Share Basic net income per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted net income 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. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Client Concentration For the year ended December 31, 2018, we had 1 customer, which accounted for 15% of our total revenue. As of December 31, 2018, the Company had 2 customers that accounted for 46% of accounts receivable 32 the year ended December 31, 2017, the Company had 4 customers that accounted for 77% of total revenue (the largest of which accounted for 28%). As of December 31, 2017, the Company had 1 customer that accounted for 58% of accounts receivable. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain prior year balances have been reclassified to conform to the current year presentation. In the consolidated statements of income and comprehensive income, 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 income. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition, Pro Forma Information [Table Text Block] | The Unaudited Information does not include the gain on bargain purchase of $24.3 million. Year Ended December 31 , (Unaudited) 2017 Net revenue $ 18,836,046 Cost of revenue 8,925,863 Gross profit 9,910,183 Operating expenses 12,312,030 Net loss (3,269,071 ) Net loss per common share: Basic net loss per common share (0.32 ) Diluted net loss per common share (0.32 ) |
Pivotshare Inc [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition is accounted for as a purchase of a business under ASC 805, and the aggregate purchase price consideration of $4.4 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The preliminary results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,239 Other current assets 11,917 Property and equipment, net 7,771 Deferred tax asset 407,000 Other assets 29,138 Other intangible asset Intangibles 2,820,410 Goodwill 1,300,319 Assets acquired 4,581,794 Accounts payable and accrued expenses (98,325 ) Other current liabilities (472,694 ) Liabilities assumed (571,019 ) Total purchase consideration, less cash acquired $ 4,010,776 Purchase Price Consideration Allocation: Cash consideration $ 257,758 Equity consideration - Class A common stock 731,957 Equity consideration - Series A Preferred Stock 3,350,000 Purchase price consideration 4,339,715 Less: cash acquired (328,939 ) Total purchase consideration, less cash acquired $ 4,010,776 |
Screen Media Ventures, LLC [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition is accounted for as a purchase of a business under ASC 805, and the aggregate purchase price consideration of $5.3 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal, as follows: Purchase Price Consideration Allocation: Cash consideration $ 4,905,355 Equity consideration - Class A common stock 281,050 Equity consideration - Class Z warrants 143,500 Purchase price consideration 5,329,905 Less: cash acquired (221,541 ) Total purchase consideration, less cash acquired $ 5,108,364 Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 2,405,654 Prepaid expenses 175,719 Video inventory 343,308 Property and equipment, net 123,115 Other intangible asset 125,000 Popcornflix film rights and other assets 7,163,943 Film library, net 22,940,151 Assets acquired 33,276,890 Accounts payable and accrued expenses (774,350 ) Customer deposits (210,846 ) Accrued participations payable (2,137,983 ) Film obligations (723,600 ) Liabilities assumed (3,846,779 ) Gain on bargain purchase (24,321,747 ) Total purchase consideration, less cash acquired $ 5,108,364 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock options activity as of December 31, 2018 is as follows: As of December 31, 2018 Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Yrs.) Aggregate Intrinsic Value Total outstanding at December 31, 2017 690,000 $ 7.61 4.32 $ 1,079,500 Granted 32,500 9.66 4.45 - Forfeited (60,000 ) 9.74 3.67 - Exercised - - - - Expired - - - - Outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Vested and exercisable at December 31, 2018 462,919 $ 7.03 3.16 $ 318,778 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows: Year Ended December 31, Weighted Average Assumptions: 2018 2017 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 57.1 % 57.0 % Expected term (years) 5.00 2.57 Risk-free interest rate 2.10 % 2.05 % Exercise price per stock option $ 7.52 $ 7.61 Market price per share $ 6.80 $ 6.92 Weighted average fair value per stock option $ 3.26 $ 3.33 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2018 2017 Net (loss) income available to common stockholders $ (1,957,882 ) $ 21,081,283 Basic weighted-average shares outstanding 11,944,528 10,414,031 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options* - 50,274 Assumed issuance of shares from exercise of warrants* - 118,156 Diluted weighted-average shares outstanding* 11,944,528 10,582,461 Earnings per share: Basic $ (0.16 ) $ 2.02 Diluted (0.16 ) 1.99 * In 2018 common stock equivalents totaling 239,702 were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive. |
Programming Costs (Tables)
Programming Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Programming Costs Net [Table Text Block] | Programming costs, net of amortization, consists of the following: December 31, December 31, 2018 2017 Released, net of accumulated amortization of $ 9,473,308 6,725,362 $ 11,418,244 $ 6,218,499 In production 17,099 12,784 In development 1,355,146 1,419,862 $ 12,790,489 $ 7,651,145 |
Film Library (Tables)
Film Library (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Film Library [Abstract] | |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Film library costs, net of amortization, consists of the following: December 31, December 31, 2018 2017 Acquisition costs $ 33,176,802 24,034,514 Accumulated amortization (7,838,300 ) (1,378,869 ) Net film library costs $ 25,338,502 22,655,645 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Indefinite lived Intangible assets, consists of the following: December 31, December 31, 2018 2017 Intangible asset - video content license $ 5,000,000 $ 5,000,000 Popcornflix film rights and other assets 7,163,943 7,163,943 $ 12,163,943 $ 12,163,943 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets, consists of the following: December 31, December 31, 2018 2017 Acquired customer base, net $ 2,118,473 $ - Non-compete agreement, net 463,898 - Website Development, net 389,266 198,495 $ 2,971,637 $ 198,495 |
Schedule of Goodwill [Table Text Block] | Goodwill consists of the following: December 31, December 31, 2018 2017 Goodwill: Pivotshare $ 1,300,319 $ - Goodwill: A-Plus 1,236,760 1,236,760 $ 2,537,079 $ 1,236,760 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of December 31, 2018, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Year Ended December 31, Amount 2019 $ 1,000,000 2020 1,000,000 2021 4,500,000 2022 1,000,000 2023 416,667 $ 7,916,667 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s current and deferred income tax (benefit) provision are as follows: Year Ended December 31 2018 2017 Current provision (benefit): Federal $ 4,000 $ - States 90,000 33,000 Total current provision $ 94,000 $ 33,000 Deferred provision (benefit): Federal $ 575,000 $ (559,000 ) States 205,000 (199,000 ) Total deferred provision (benefit) 780,000 (758,000 ) Total provision (benefit) for income taxes $ 874,000 $ (725,000 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The significant reason for these differences is as follows: Year Ended December 31, 2018 2017 Expected tax provision -- Income taxes computed at Federal statutory rate (21% for 2018; 35% for 2017) $ 6,000 $ 7,125,000 Increase (decrease) in tax expense resulting from: Gain on bargain purchase - (8,512,000 ) Amortization of debt discount - 303,000 State and local taxes 276,000 43,000 Tax on pre-incorporation income of predecessor - - Programming costs (1,384,000 ) (178,000 ) Net operating losses - 129,000 Acquisition-related costs 116,000 204,000 Share-based compensation - long-term incentive plan 237,000 201,000 Film library 1,620,000 - Other 3,000 (40,000 ) Actual tax provision $ 874,000 $ (725,000 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the deferred tax assets and liabilities are as follows: December 31, 2018 (1) December 31, 2017 Deferred Tax Assets: Net operating loss carry-forwards $ 3,022,000 $ 1,772,000 Acquisition-related costs 663,000 584,000 Film library 427,000 - Deferred state taxes 157,000 115,000 Less: valuation allowance (719,000 ) (110,000 ) Total Deferred Tax Assets $ 3,550,000 $ 2,361,000 Deferred Tax Liabilities: Programming costs 2,779,000 1,395,000 Other assets 319,000 141,000 Total Deferred Tax Liabilities $ 3,098,000 $ 1,536,000 Net deferred tax asset $ 452,000 $ 825,000 (1) We adjusted our federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. statutory federal corporate income tax rate from 35% to 21% resulting from the Tax Act. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The Company 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 2019 417,206 2020 71,043 $ 488,249 |
Client Concentration (Tables)
Client Concentration (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The list of our customers changes periodically. Our largest customers accounted for the following percentages of total net revenue: Year Ended December 31, 2018 2017 Customer A 15 % 28 % Customer B 0 % 24 % |
Accounts Receivable [Member] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Our largest customers accounted for the following percentages of total gross accounts receivable: Accounts Receivable Year Ended December 31, 2018 2017 Customer A 32 % 58 % Customer B 14 % 0 % |
The Company, Description of B_2
The Company, Description of Business, Acquisitions, Commercial Loan (Details Textual) $ / shares in Units, Followers in Millions, Facebookfans in Millions | Nov. 03, 2017USD ($)$ / sharesshares | Dec. 28, 2018USD ($)shares | Dec. 27, 2018USD ($) | Aug. 22, 2018USD ($)shares | Apr. 27, 2018USD ($) | Aug. 23, 2017USD ($) | Aug. 17, 2017USD ($)$ / sharesshares | Jun. 30, 2017shares | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 28, 2018Followers | Dec. 28, 2018Facebookfans | Sep. 30, 2017$ / sharesshares | May 12, 2016USD ($) | |
Stock Issued During Period, Value, New Issues | $ 23,802,078 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,241,983 | |||||||||||||||||||
Repayments of notes payable | $ 4,100,000 | $ 0 | 4,082,000 | [1] | ||||||||||||||||
Repayments of Lines of Credit | 4,500,000 | 1,700,000 | $ 6,805,000 | [1] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 8,700,000 | |||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 3,400,000 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 0 | |||||||||||||||||||
Term Loan Outstanding | $ 2,500,000 | 4,400,000 | ||||||||||||||||||
Long-term Line of Credit, Noncurrent | $ 3,500,000 | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 15,000,000 | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 350,299 | |||||||||||||||||||
Business Combination Past Receivables Adjusted | $ 3,300,000 | |||||||||||||||||||
Percentage Increase In Number Of Followers | 10.00% | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||||||||||||||||||
Increase In Number Of Followers | 3.2 | 3.2 | ||||||||||||||||||
Total Number Of Followers | 3,000 | 3,000 | ||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||
Repayments of Lines of Credit | $ 4,500,000 | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 26, 2021 | |||||||||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 37,500 | |||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate plus 1.5% | |||||||||||||||||||
Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | May 1, 2023 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 83,333 | $ 400,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 600,000 | |||||||||||||
Commercial Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | 2,500,000 | ||||||||||||||||||
Line of Credit Facility, Commitment Fee Amount | 75,000 | |||||||||||||||||||
Proceeds from Long-term Lines of Credit | 1,700,000 | |||||||||||||||||||
Commercial Loan [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||||||||||
screen Media Ventures, LLC [Member] | ||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 4,905,355 | |||||||||||||||||||
Business Combination, Consideration Transferred | 5,329,905 | |||||||||||||||||||
Pivotshare Inc [Member] | ||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 257,758 | |||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 134,000 | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 4,339,715 | |||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 30,000,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,500,000 | 50,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 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 | shares | 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 | $ 281,050 | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 35,000 | |||||||||||||||||||
Common Class A [Member] | Pivotshare Inc [Member] | ||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 731,957 | |||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 74,235 | |||||||||||||||||||
Selling Stockholder Shares [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 258,017 | |||||||||||||||||||
Class Z Warrant [Member] | screen Media Ventures, LLC [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | |||||||||||||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Cost of Revenue | [1] | $ 12,345,590 | $ 4,237,171 | |
Provision for Doubtful Accounts | 1,222,032 | 112,568 | [2] | |
Accounts Receivable Net Of Allowance For Doubtful Accounts And Video Returns | 601,500 | |||
Intangible Assets, Net (Excluding Goodwill) | 2,971,637 | 198,495 | [3] | |
Video Content License [Member] | ||||
Intangible Assets, Net (Excluding Goodwill) | 5,000,000 | |||
Theatrically Released Titles [Member] | ||||
Advertising Expense | 1,281,278 | 63,875 | ||
DVD Releases [Member] | ||||
Advertising Expense | 14,394 | 2,000 | ||
Sales Revenue, Net [Member] | ||||
Cost of Revenue | $ 6,459,431 | $ 1,378,869 | ||
Concentration Risk, Percentage | 99.00% | 99.00% | ||
Sales Revenue, Net [Member] | Major Customer [Member] | ||||
Concentration Risk, Percentage | 28.00% | |||
Sales Revenue, Net [Member] | Four Customers [Member] | ||||
Concentration Risk, Percentage | 77.00% | |||
Sales Revenue, Net [Member] | One Customer [Member] | ||||
Concentration Risk, Percentage | 15.00% | |||
Sales Revenue, Net [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 46.00% | |||
Accounts Receivable [Member] | ||||
Cost of Revenue | $ 2,752,446 | $ 2,474,836 | ||
Accounts Receivable [Member] | Major Customer [Member] | ||||
Concentration Risk, Percentage | 32.00% | 58.00% | ||
Accounts Receivable [Member] | Four Customers [Member] | ||||
Concentration Risk, Percentage | 58.00% | |||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[3] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Business Combination (Details)
Business Combination (Details) - USD ($) | Nov. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 22, 2018 | ||
Purchase price consideration allocated to fair value of net assets acquired: | ||||||
Goodwill | $ 2,537,079 | $ 1,236,760 | [1] | |||
Gain on bargain purchase | $ (24,300,000) | $ 0 | [2] | $ (24,321,747) | [2],[3] | |
Pivotshare Inc [Member] | ||||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||||
Accounts receivable, net | $ 5,239 | |||||
Other current assets | 11,917 | |||||
Property and equipment, net | 7,771 | |||||
Deferred tax asset | 407,000 | |||||
Other assets | 29,138 | |||||
Other intangible asset | ||||||
Intangibles | 2,820,410 | |||||
Goodwill | 1,300,319 | |||||
Assets acquired | 4,581,794 | |||||
Accounts payable and accrued expenses | (98,325) | |||||
Other current liabilities | (472,694) | |||||
Liabilities assumed | (571,019) | |||||
Total purchase consideration, less cash acquired | $ 4,010,776 | |||||
Screen Media Ventures, LLC [Member] | ||||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||||
Accounts receivable, net | 2,405,654 | |||||
Prepaid expenses | 175,719 | |||||
Video inventory | 343,308 | |||||
Property and equipment, net | 123,115 | |||||
Intangibles | 125,000 | |||||
Popcornflix film rights and other assets | 7,163,943 | |||||
Film library, net | 22,940,151 | |||||
Assets acquired | 33,276,890 | |||||
Accounts payable and accrued expenses | (774,350) | |||||
Customer deposits | (210,846) | |||||
Accrued participations payable | (2,137,983) | |||||
Film obligations | (723,600) | |||||
Liabilities assumed | (3,846,779) | |||||
Gain on bargain purchase | (24,321,747) | |||||
Total purchase consideration, less cash acquired | $ 5,108,364 | |||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||||
[3] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Business Combination (Details 1
Business Combination (Details 1) - USD ($) | Nov. 03, 2017 | Dec. 28, 2018 | Aug. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | [1] |
Cash consideration | $ 8,700,000 | |||||
Equity consideration | $ 3,400,000 | |||||
Purchase price consideration | $ 15,000,000 | |||||
Total purchase consideration, less cash acquired | $ (190,587) | $ 4,683,814 | ||||
Pivotshare Inc [Member] | ||||||
Cash consideration | 257,758 | |||||
Purchase price consideration | 4,339,715 | |||||
Less: cash acquired | (328,939) | |||||
Total purchase consideration, less cash acquired | 4,010,776 | |||||
screen Media Ventures, LLC [Member] | ||||||
Cash consideration | $ 4,905,355 | |||||
Purchase price consideration | 5,329,905 | |||||
Less: cash acquired | (221,541) | |||||
Total purchase consideration, less cash acquired | 5,108,364 | |||||
Series A Preferred Stock [Member] | Pivotshare Inc [Member] | ||||||
Equity consideration | 3,350,000 | |||||
Common Class A [Member] | Pivotshare Inc [Member] | ||||||
Equity consideration | $ 731,957 | |||||
Common Class A [Member] | screen Media Ventures, LLC [Member] | ||||||
Cash consideration | 4,900,000 | |||||
Equity consideration | 281,050 | |||||
Class Z warrants [Member] | screen Media Ventures, LLC [Member] | ||||||
Equity consideration | $ 143,500 | |||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Business Combination (Details 2
Business Combination (Details 2) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Net revenue | $ 18,836,046 |
Cost of revenue | 8,925,863 |
Gross profit | 9,910,183 |
Operating expenses | 12,312,030 |
Net loss | $ (3,269,071) |
Net loss per common share: | |
Basic net loss per common share | $ / shares | $ (0.32) |
Diluted net loss per common share | $ / shares | $ (0.32) |
Business Combination (Details T
Business Combination (Details Textual) $ / shares in Units, Followers in Millions, Facebookfans in Millions | Nov. 03, 2017USD ($)$ / sharesshares | Dec. 28, 2018USD ($)shares | Aug. 22, 2018USD ($)shares | Dec. 28, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 28, 2018Followers | Dec. 28, 2018Facebookfans | Sep. 30, 2017$ / sharesshares | |||
Payments to Acquire Businesses, Gross | $ 8,700,000 | |||||||||||
Business Combination, Consideration Transferred | $ 15,000,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 3,000,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 600,000 | |||||||||||
Preferred Stock, Value, Issued | $ 92 | 0 | [1] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 350,299 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | |||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 24,300,000 | 0 | [2] | 24,321,747 | [2],[3] | |||||||
Business Combination, Acquisition Related Costs | [2] | $ (396,793) | (2,193,147) | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||||
Percentage Increase In Number Of Followers | 10.00% | 10.00% | ||||||||||
Received Distribution Fees Description | net distribution fee equal to 40% of gross revenue generated by the distribution of the A Plus video content. | |||||||||||
Increase In Number Of Followers | 3.2 | 3.2 | ||||||||||
Total Number Of Followers | 3,000 | 3,000 | ||||||||||
Pivotshare Inc [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 257,758 | |||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 134,000 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||
Business Combination, Consideration Transferred | $ 4,339,715 | |||||||||||
Business Acquisition, Transaction Costs | $ 267,305 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 3,300,000 | |||||||||||
screen Media Ventures, LLC [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | 4,905,355 | |||||||||||
Business Combination, Consideration Transferred | 5,329,905 | |||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 24,321,747 | |||||||||||
Business Combination, Acquisition Related Costs | 2,200,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||
Preferred Stock, Value, Issued | $ 3,400,000 | |||||||||||
Series A Preferred Stock [Member] | Pivotshare Inc [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 134,000 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||
Common Class A [Member] | ||||||||||||
Common Stock, Value, Issued | $ 731,957 | $ 421 | $ 409 | [1] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | |||||||||||
Common Class A [Member] | Pivotshare Inc [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 74,235 | |||||||||||
Common Class A [Member] | screen Media Ventures, LLC [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 4,900,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 35,000 | |||||||||||
Class Z Warrant [Member] | screen Media Ventures, LLC [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 | |||||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||||||||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||||||||||
[3] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options, Options expired | 0 | |
Weighted Average Exercise Price, Options granted | $ 3.26 | $ 3.33 |
Aggregate Intrinsic Value, Options granted | $ 0 | |
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 | 32,500 | |
Number of Stock Options, Options exercised | 0 | |
Number of Stock Options, Options forfeited | (60,000) | |
Number of Stock Options, Total outstanding at the end of the period | 662,500 | 690,000 |
Number of Stock Options, Total exercisable at September 30, 2018 | 462,919 | |
Weighted Average Exercise Price, beginning of the period | $ 7.61 | |
Weighted Average Exercise Price, Options granted | 9.66 | |
Weighted Average Exercise Price, Options forfeited | 9.74 | |
Weighted Average Exercise Price, end of the period | 7.52 | $ 7.61 |
Weighted Average Exercise Price, Total exercisable at September 30, 2018 | $ 7.03 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 4 months 2 days | 4 years 3 months 25 days |
Weighted Average Remaining Contract Term, Options granted | 4 years 5 months 12 days | |
Weighted Average Remaining Contract Term, Options forfeited | 3 years 8 months 1 day | |
Weighted Average Remaining Contract Term, Total exercisable at September 30, 2018 | 3 years 1 month 28 days | |
Aggregate Intrinsic Value, Total outstanding Balance | $ 332,100 | $ 1,079,500 |
Aggregate IntrinsicValue, Total exercisable at September 30, 2018 | $ 318,778 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 57.10% | 57.00% |
Expected term (years) | 5 years | 2 years 6 months 25 days |
Risk-free interest rate | 2.10% | 2.05% |
Exercise price per stock option | $ 7.52 | $ 7.61 |
Market price per share | 6.80 | 6.92 |
Weighted average fair value per stock option | $ 3.26 | $ 3.33 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 787,235 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 462,919 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | 1,250,000 | ||||
Scenario, Forecast [Member] | Equity Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 22,941 | $ 315,271 | $ 4,490,233 | |||
Straight-line [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 857,073 | $ 572,905 | ||||
Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | 96,615 | $ 65,353 | ||||
Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued | $ 625,500 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Net (loss) income available to common stockholders | $ (1,957,882) | $ 21,081,283 | [1] | |
Basic weighted-average shares outstanding | 11,944,528 | 10,414,031 | ||
Effect of dilutive securities: | ||||
Assumed issuance of shares from exercise of stock options | [2] | 0 | 50,274 | |
Assumed issuance of shares from exercise of warrants | [2] | 0 | 118,156 | |
Diluted weighted-average shares outstanding | [2] | 11,944,528 | 10,582,461 | |
Earnings per share: | ||||
Basic | [1] | $ (0.16) | $ 2.02 | |
Diluted | [1] | $ (0.16) | $ 1.99 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[2] | In 2018 common stock equivalents totaling 239,702 were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive. |
Earnings Per Share (Detail Text
Earnings Per Share (Detail Textual) | 12 Months Ended |
Dec. 31, 2018shares | |
Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 239,702 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Programming Costs [Line Items] | |||
Released, net of accumulated amortization of $9,473,308 and $6,725,362, respectively | $ 11,418,244 | $ 6,218,499 | |
In production | 17,099 | 12,784 | |
In development | 1,355,146 | 1,419,862 | |
Capitalized Computer Software, Net | $ 12,790,489 | $ 7,651,145 | [1] |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Programming Costs (Details) (Pa
Programming Costs (Details) (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Programming Costs [Line Items] | ||
Capitalized Computer Software, Accumulated Amortization | $ 9,473,308 | $ 6,725,362 |
Film Library (Details)
Film Library (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisition costs | $ 33,176,802 | $ 24,034,514 | |
Accumulated amortization | (7,838,300) | (1,378,869) | |
Net film library costs | $ 25,338,502 | $ 22,655,645 | [1] |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 12,163,943 | $ 12,163,943 | [1] |
Intangible asset - video content license [Member] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 5,000,000 | 5,000,000 | |
Popcornflix film rights and other assets [Member] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 7,163,943 | $ 7,163,943 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) | $ 2,971,637 | $ 198,495 | [1] |
Acquired customer base, net [Member] | |||
Intangible Assets, Net (Excluding Goodwill) | 2,118,473 | 0 | |
Non-compete agreement, net [Member] | |||
Intangible Assets, Net (Excluding Goodwill) | 463,898 | 0 | |
Website Development, net [Member] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 389,266 | $ 198,495 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | $ 2,537,079 | $ 1,236,760 | [1] |
Pivotshare [Member] | |||
Goodwill | 1,300,319 | 0 | |
A-Plus [Member] | |||
Goodwill | $ 1,236,760 | $ 1,236,760 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 326,986 | $ 9,819 |
Long-term Debt (Details)
Long-term Debt (Details) | Dec. 31, 2018USD ($) |
2019 | $ 1,000,000 |
2020 | 1,000,000 |
2021 | 4,500,000 |
2022 | 1,000,000 |
2023 | 416,667 |
Long-term Debt | $ 7,916,667 |
Long-term Debt (Details Textual
Long-term Debt (Details Textual) - USD ($) | May 12, 2016 | Apr. 27, 2018 | Aug. 23, 2017 | Aug. 17, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 27, 2018 | Sep. 30, 2017 | May 31, 2017 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||||||||
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 | ||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 424,025 | $ 1,079,360 | |||||||||
Amortization of Debt Discount (Premium) | 0 | $ 865,833 | [1] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 0 | ||||||||||
Warrants Expiration Date | May 12, 2021 | ||||||||||
Repayments of Lines of Credit | $ 4,500,000 | $ 1,700,000 | 6,805,000 | [1] | |||||||
Long-term Line of Credit | 0 | 1,500,000 | [2] | ||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 1,000,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 4,500,000 | ||||||||||
Commercial Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | ||||||||||
Repayments of Lines of Credit | 1,700,000 | ||||||||||
Debt Instrument, Collateral Amount | $ 750,000 | ||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
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 | ||||||||||
Interest Paid | $ 30,267 | 144,005 | |||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate plus 1.5% | ||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 37,500 | ||||||||||
Unamortized Debt Issuance Expense | 334,554 | ||||||||||
Revolving Credit Facility [Member] | Commercial Loan [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 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 | 330,875 | ||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Commercial Loan [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Commercial Loan [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | ||||||||||
Class W warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 157,500 | 460,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | $ 7.50 | |||||||||
Class Z warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,618 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 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 | ||||||||||
Amortization of Debt Discount (Premium) | 627,973 | ||||||||||
Amortization of Debt Issuance Costs | 40,902 | ||||||||||
Debt Instrument, Periodic Payment, Interest | $ 136,526 | ||||||||||
Repayments of Debt | 1,700,000 | ||||||||||
Term Loan [Member] | |||||||||||
Unamortized Debt Issuance Expense | 3,500,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 600,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 1,000,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 400,000 | ||||||||||
Term Loan [Member] | Commercial Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||||||||
Debt Instrument, Fee Amount | $ 75,000 | ||||||||||
Interest Expense, Debt | $ 4,416,667 | ||||||||||
Long-term Debt, Maturities, Repayment Terms | Principal is payable in equal monthly installments of $83,333 over a five-year period payable | ||||||||||
Term Loan [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | ||||||||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Aug. 10, 2018 | Aug. 06, 2018 | Jul. 10, 2018 | Dec. 28, 2018 | Nov. 19, 2018 | Aug. 22, 2018 | Aug. 17, 2017 | Jun. 30, 2017 | May 31, 2016 | Nov. 30, 2016 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 29, 2018 | Mar. 27, 2018 | Sep. 30, 2017 | |
Proceeds from Issuance of Private Placement | $ 0 | $ 1,413,400 | [1] | |||||||||||||||
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 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | |||||||||||||||||
Shareholders' Equity and Warrants, Fair Value Disclosure | $ 625,500 | |||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 74,235 | |||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 633,000 | |||||||||||||||||
Payments of Dividends | $ 5,200,000 | |||||||||||||||||
Preferred Stock Shares Designated | 1,500,000 | |||||||||||||||||
Pivotshare Inc [Member] | ||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 134,000 | |||||||||||||||||
Nine Seven Five Preferred Stock [Member] | Pivotshare Inc [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 138,000 | 134,000 | ||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 5,000,000 | |||||||||||||||||
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 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 60 | |||||||||||||||||
Two Thousand Seventeen Equity Private Placement [Member] | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 15,011 | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ 975,710 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,034 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||||||||||||
Class of Warrant or Right, Expiration Date | Jun. 30, 2021 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 65 | |||||||||||||||||
Chicken Soup for the Soul, LLC [Member] | ||||||||||||||||||
Payments of Dividends | $ 3,400,000 | |||||||||||||||||
Trema, LLC [Member] | ||||||||||||||||||
Stock Issued | $ 792,000 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | ||||||||||||||||
Common Stock, Shares, Outstanding | 4,153,505 | 4,096,353 | ||||||||||||||||
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 Stock, Dividends, Per Share, Declared | $ 0.45 | |||||||||||||||||
Common Class A [Member] | Pivotshare Inc [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 74,235 | |||||||||||||||||
Common Class A [Member] | A Plus [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 350,299 | |||||||||||||||||
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 | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.45 | |||||||||||||||||
Common Class B [Member] | Chicken Soup for the Soul Productions 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 | |||||||||||||||||
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 | 918,497 | 0 | 600,000 | |||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | $ 25 | ||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | ||||||||||||||||
Additional Shares Options To Purchase Preferred Stock | 46,497 | |||||||||||||||||
Underwriting Discounts and Commissions | $ 1,100,000 | |||||||||||||||||
Payments for Underwriting Expense | $ 100,000 | |||||||||||||||||
Preferred Stock, Shares Outstanding | 918,497 | 0 | ||||||||||||||||
Series A Preferred Stock [Member] | Pivotshare Inc [Member] | ||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 134,000 | |||||||||||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Current provision (benefit): | ||||
Federal | $ 4,000 | $ 0 | ||
States | 90,000 | 33,000 | ||
Total current provision | 94,000 | 33,000 | ||
Deferred provision (benefit): | ||||
Federal | 575,000 | (559,000) | ||
States | 205,000 | (199,000) | ||
Total deferred provision (benefit) | 373,000 | (725,000) | [1] | |
Total provision (benefit) for income taxes | [2] | $ 874,000 | $ (725,000) | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | |||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Expected tax provision -- Income taxes computed at Federal statutory rate (21% for 2018; 35% for 2017) | $ 6,000 | $ 7,125,000 | |
Increase (decrease) in tax expense resulting from: | |||
Gain on bargain purchase | 0 | (8,512,000) | |
Amortization of debt discount | 0 | 303,000 | |
State and local taxes | 276,000 | 43,000 | |
Tax on pre-incorporation income of predecessor | 0 | 0 | |
Programming costs | (1,384,000) | (178,000) | |
Net operating losses | 0 | 129,000 | |
Acquisition-related costs | 116,000 | 204,000 | |
Share-based compensation - long-term incentive plan | 237,000 | 201,000 | |
Film library | 1,620,000 | 0 | |
Other | 3,000 | (40,000) | |
Actual tax provision | [1] | $ 874,000 | $ (725,000) |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Income Taxes (Details 1) (Paren
Income Taxes (Details 1) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | [1] |
Deferred Tax Assets: | |||
Net operating loss carry-forwards | $ 3,022,000 | $ 1,772,000 | |
Acquisition-related costs | 663,000 | 584,000 | |
Film library | 427,000 | 0 | |
Deferred state taxes | 157,000 | 115,000 | |
Less: valuation allowance | (719,000) | (110,000) | |
Total Deferred Tax Assets | 3,550,000 | 2,361,000 | |
Deferred Tax Liabilities: | |||
Programming costs | 2,779,000 | 1,395,000 | |
Other assets | 319,000 | 141,000 | |
Total Deferred Tax Liabilities | 3,098,000 | 1,536,000 | |
Net deferred tax asset | $ 452,000 | $ 825,000 | |
[1] | We adjusted our federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. statutory federal corporate income tax rate from 35% to 21% resulting from the Tax Act. |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent | 21.00% | 35.00% |
Operating Loss Carryforwards | $ 9,492,000 | |
Operating Loss Carryforwards, Limitations on Use | Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 1,731,000 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 80.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 609,000 | |
A Plus And Pivot Share [Member] | ||
Operating Loss Carryforwards | $ 11,223,000 | |
Operating Loss Carryforwards, Limitations on Use | will be limited to approximately $8,552,000 | |
Operating Loss Carryforwards, Valuation Allowance | $ 719,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 21, 2017 | May 31, 2016 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |||
Related Party Transaction [Line Items] | |||||||||
Management Fee Expense, Percenatge | 5.00% | ||||||||
Cost of Goods and Services Sold | [1] | $ 2,666,907 | $ 1,065,700 | ||||||
Proceeds from Notes Payable | 8,500,000 | 2,030,000 | [2] | ||||||
Proceeds from Issuance of Private Placement | 0 | 1,413,400 | [2] | ||||||
Due from Affiliates | 1,213,436 | 0 | [3] | ||||||
Payments for Other Fees | $ 739,422 | ||||||||
Payments for Legal Settlements | $ 572,172 | ||||||||
Repayments of Related Party Debt | $ 1,000,000 | ||||||||
Software Costs Payable | 0 | 375,761 | [3] | ||||||
Payments To Acquire Right To Integrate Certain Products | 100,000 | ||||||||
One Last Thing [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Software Costs Payable | $ 100,000 | ||||||||
Debt Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Notes Payable | 2,030,000 | 1,340,000 | |||||||
Equity Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Notes Payable | $ 200,040 | ||||||||
Proceeds from Issuance of Private Placement | 1,413,140 | ||||||||
Soul, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management Fee Expense | $ 532,850 | 405,932 | |||||||
Sales Commission, Percentage | 20.00% | ||||||||
Cost of Goods and Services Sold | $ 1,300,000 | 400,000 | |||||||
Incremental Recurring License Fee, Percentage | 4.00% | ||||||||
Marketing Support Fees, Percentage | 1.00% | ||||||||
Soul, LLC [Member] | License [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of Goods and Services Sold | $ 5,000,000 | ||||||||
Chicken Soup for the Soul, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from Affiliates | $ 1,200,000 | ||||||||
Payments for Advance to Affiliate | $ 4,700,000 | ||||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | ||||||||
[2] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. | ||||||||
[3] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the prior year 2017 balance sheet presented has been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
2019 | $ 417,206 |
2020 | 71,043 |
Operating Leases, Future Minimum Payments Due | $ 488,249 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Letters of Credit Outstanding, Amount | $ 129,986 | |
Loans Receivable, Gross, Commercial, Trade Financing | $ 750,000 | |
Trading Period | 90 days | |
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |
Operating Leases, Rent Expense | $ 425,688 | $ 67,951 |
Segment and Geographic Inform_2
Segment and Geographic Information (Details Textual) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk, Percentage | 99.00% | 99.00% |
UNITED STATES | ||
Concentration Risk, Percentage | 100.00% |
Client Concentration (Details)
Client Concentration (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer A [Member] | ||
Concentration Risk, Percentage | 15.00% | 28.00% |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 32.00% | 58.00% |
Customer B [Member] | ||
Concentration Risk, Percentage | 0.00% | 24.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 14.00% | 0.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 15, 2019 | Mar. 11, 2019 | Feb. 13, 2019 | Aug. 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | Jan. 30, 2019 |
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,241,983 | |||||||
Proceeds from Issuance Initial Public Offering | $ 0 | $ 26,903,348 | ||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends Payable, Amount Per Share | $ 0.2031 | |||||||
Dividends | $ 575,888 | |||||||
Stock Issued During Period, Shares, New Issues | 140,000 | |||||||
Shares Issued, Price Per Share | $ 25 | |||||||
Proceeds from Issuance Initial Public Offering | $ 2,100,000 | |||||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", the cash flows presented for the 2018 and 2017 years have been retrospectively adjusted for the acquisition of A Plus on December 28, 2018 to furnish comparative information as required. The effects of intra-entity transactions have been eliminated as a part of the consolidation, where applicable. |