Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | |
Entity Central Index Key | 0001679063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CSSE | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,987,410 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,170,172 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,817,238 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 3,043,110 | $ 6,451,758 |
Restricted cash | 750,000 | 750,000 |
Accounts receivable, net | 10,305,684 | 12,841,099 |
Prepaid expenses | 358,384 | 218,736 |
Inventory, net | 286,601 | 262,068 |
Goodwill | 2,537,079 | 2,537,079 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 2,780,505 | 2,971,637 |
Film library, net | 27,287,110 | 25,338,502 |
Due from affiliated companies | 3,198,936 | 1,213,436 |
Programming costs, net | 12,876,296 | 12,790,489 |
Deferred tax asset | 917,000 | 452,000 |
Other assets, net | 337,362 | 356,221 |
Total assets | 76,842,010 | 78,346,968 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current maturities of commercial loan | 1,000,000 | 1,000,000 |
Commercial loan and revolving line of credit, net of unamortized deferred finance cost of $308,731 and $334,554, respectively | 6,347,578 | 6,582,113 |
Accounts payable and accrued expenses | 3,860,127 | 5,078,805 |
Film library acquisition obligations | 2,988,850 | 2,715,600 |
Accrued participation costs | 1,507,124 | 1,539,139 |
Other liabilities | 64,107 | 414,506 |
Deferred revenue | 12,938 | 6,469 |
Total liabilities | 15,780,724 | 17,336,632 |
Stockholders' equity | ||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 1,058,497 and 918,497 shares issued and outstanding, respectively, redemption value of $26,462,425 and $22,962,425, respectively | 106 | 92 |
Additional paid-in capital | 62,788,256 | 59,360,583 |
Retained (deficit) earnings | (1,095,550) | 2,281,187 |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders' equity | 61,061,286 | 61,010,336 |
Total liabilities and stockholders' equity | 76,842,010 | 78,346,968 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | 421 | 421 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | $ 782 | $ 782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs | $ 308,731 | $ 334,554 |
Treasury Stock, Common, Shares | 74,235 | 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 | 4,153,505 |
Common Stock, Shares, Outstanding | 4,227,740 | 4,153,505 |
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 | 7,817,238 |
Common Stock, Shares, Outstanding | 7,817,238 | 7,817,238 |
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 | 1,058,497 | 918,497 |
Preferred Stock, Shares Outstanding | 1,058,497 | 918,497 |
Preferred Stock, Redemption Amount | $ 26,462,425 | $ 22,962,425 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | [1] | |
Revenue: | |||
Online networks | $ 735,264 | $ 631,015 | |
Television and film distribution | 1,469,279 | 3,243,147 | |
Television and short-form video production | 320,955 | 2,206,539 | |
Total revenue | 2,525,498 | 6,080,701 | |
Less: Television & film distribution returns and allowances | (332,344) | (320,349) | |
Net revenue | 2,193,154 | 5,760,352 | |
Cost of revenue | 1,632,101 | 3,120,705 | |
Gross profit | 561,053 | 2,639,647 | |
Operating expenses: | |||
Selling, general and administrative | 2,822,057 | 2,649,397 | |
Amortization | 205,623 | 24,077 | |
Management and license fees | 219,270 | 571,395 | |
Total operating expenses | 3,246,950 | 3,244,869 | |
Operating (loss) | (2,685,897) | (605,222) | |
Interest income | 13,525 | 175 | |
Interest expense | (141,123) | (21,555) | |
Acquisition-related costs | (397,935) | (45,300) | |
(Loss) before income taxes and preferred dividends | (3,211,430) | (671,902) | |
Provision for (benefit from) income taxes | (438,000) | 213,000 | |
Net (loss) before preferred dividends | (2,773,430) | (884,902) | |
Preferred dividends | 603,307 | 0 | |
Net (loss) available to common Stockholders | $ (3,376,737) | $ (884,902) | |
Net (loss) per common share: | |||
Basic and diluted | $ (0.28) | $ (0.09) | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 period 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 | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained (Deficit) Earnings [Member] | Treasury Stock [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | |
Balance at Dec. 31, 2017 | $ 46,007,389 | $ 36,584,575 | $ 9,421,619 | $ 409 | $ 786 | |||
Balance (in shares) at Dec. 31, 2017 | 4,096,353 | 7,863,938 | ||||||
Share based compensation - stock options | 254,195 | 254,195 | ||||||
A Plus Tax adjustment | (29,284) | (29,284) | ||||||
Net loss | (884,902) | [1] | (884,902) | |||||
Balance at Mar. 31, 2018 | 45,347,398 | 36,838,770 | 8,507,433 | $ 409 | $ 786 | |||
Balance (in shares) at Mar. 31, 2018 | 4,096,353 | 7,863,938 | ||||||
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 | |||||
Share based compensation - stock options | 215,847 | 215,847 | ||||||
Issuance of preferred stock | 3,500,000 | $ 14 | 3,499,986 | |||||
Issuance of preferred stock (in shares) | 140,000 | |||||||
Preferred Stock Issuance Costs | (288,160) | (288,160) | ||||||
Dividends | (603,307) | (603,307) | ||||||
Net loss | (2,773,430) | (2,773,430) | ||||||
Balance at Mar. 31, 2019 | $ 61,061,286 | $ 106 | $ 62,788,256 | $ (1,095,550) | $ (632,729) | $ 421 | $ 782 | |
Balance (in shares) at Mar. 31, 2019 | 1,058,497 | 4,227,740 | 7,817,238 | |||||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 year 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 Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | [1] | |
Cash flows from Operating Activities: | |||
Net (loss) income | $ (2,773,430) | $ (884,902) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 215,847 | 254,195 | |
Amortization of programming costs | 61,798 | 770,401 | |
Amortization of deferred financing costs | 25,823 | 0 | |
Amortization of fixed assets and acquired intangibles | 205,623 | 24,077 | |
Amortization of film library | 871,126 | 1,454,140 | |
Reserve for bad debts and returns | 300,403 | 407,981 | |
Deferred income taxes | (465,000) | 172,000 | |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | 2,235,012 | (781,784) | |
Prepaid expenses and other current assets | (135,279) | 3,734 | |
Inventory | (24,533) | 51,761 | |
Programming costs | (147,605) | (773,132) | |
Film library | (2,819,734) | (1,056,556) | |
Accounts payable and accrued expenses | (1,218,678) | 308,897 | |
Film library acquisition obligations | 273,250 | (477,800) | |
Accrued participation costs | (32,015) | (132,659) | |
Other liabilities | (350,400) | 3,577 | |
Deferred revenue | 6,469 | (515,000) | |
Net cash used in operating activities | (3,771,323) | (1,171,070) | |
Cash flows from Investing Activities: | |||
Increase in due from affiliated companies | (1,985,500) | 580,295 | |
Net cash used in investing activities | (1,985,500) | 580,295 | |
Cash flows from Financing Activities: | |||
Proceeds from revolving credit facility from related party | 0 | 200,000 | |
Repayments of senior secured term loan and revolving line of credit from third party | (260,358) | 0 | |
Payment of stock issuance costs | (288,160) | 0 | |
Payment of deferred financing costs | 0 | (30,000) | |
Proceeds from issuance of Series A preferred stock | 3,500,000 | 0 | |
Dividends paid to preferred stockholders | (603,307) | 0 | |
Net cash provided by financing activities | 2,348,175 | 170,000 | |
Net decrease in cash and cash equivalents | (3,408,648) | (420,775) | |
Cash and cash equivalents at beginning of period | 7,201,758 | 2,172,985 | |
Cash and cash equivalents at end of the period | 3,793,110 | 1,752,210 | |
Supplemental data: | |||
Interest paid | $ 117,453 | $ 16,268 | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 year 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 ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | [1] | Dec. 31, 2017 | [1] |
Reconciliation of cash and cash equivalents and restricted cash per consolidated balance sheets to statements of cash flows | ||||||
Cash and cash equivalents | $ 3,043,110 | $ 6,451,758 | $ 1,752,210 | |||
Restricted cash | 750,000 | 750,000 | 0 | |||
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 3,793,110 | $ 7,201,758 | $ 1,752,210 | $ 2,172,985 | ||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 year 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. |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Description of the Business Chicken Soup for the Soul Entertainment, Inc. (the “Company”) is a Delaware corporation formed on May 4, 2016. Chicken Soup for the Soul Productions, LLC, 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 and is managed by the chief operating decision maker as one reportable segment, the production and distribution of video content. The Company currently operates in the United States and internationally and derives its revenue primarily in the United States. The Company has a presence in over 56 countries worldwide. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 2 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s report on Form 10-K for the year ended December 31, 2018. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at March 31, 2019 and the results of its operations for the three months ended March 31, 2019 and 2018. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3 – Summary of Significant Accounting Policies 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 revenues and expenses during the reporting periods. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and amortization of programming and film library costs. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At March 31, 2019 and December 31, 2018, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued programming costs, film library acquisition costs and accrued participation costs, approximated their carrying value due to the short-term nature of these instruments . Accounts Receivable Accounts receivable are stated at the amount’s management expects to collect and are subsequently stated net of an allowance for doubtful 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 doubtful accounts are reported as bad debt expense in the consolidated statements of operations. At March 31, 2019, and December 31, 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $396,292, and $601,500, respectively. Bad debt (recovered) expense of $(31,941) and $87,632 was recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively. Provision for returns and allowances of $332,344 and $320,349 was recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively. 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 the current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 is amortization of programming costs totaling $61,798 and $770,401, respectively. There was no impairment charge recorded in the three months ended March 31, 2019 and 2018. Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenue. Ultimate revenue time frame is determined based on the term of the related acquisition agreement. The Company generally acquires distribution rights covering periods of ten or more years. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, is amortization of film library totaling $871,126 and $1,454,140, respectively. For the three months ended March 31, 2019 and 2018, there was no impairment charge recorded. Goodwill & Acquired Intangible Assets 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. We continually evaluate our estimates, including the assumptions, risks, and uncertainties inherent in our estimates, however, it cannot be assured that our estimates will be accurate. If we determine that our estimates are not accurate, we will be required to record an impairment charge. 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 intelligence. As a result, a substantial portion of the purchase price is allocated to other intangible assets including goodwill where appropriate. Changes to the original estimates may be required during the life of an asset. 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. As of the March 31, 2019 no indicators of impairment have been identified and thus no impairment charge has been recorded for the three month period. Our Goodwill & Acquired Intangible Assets consist of the following, 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”). purchase price of $5,000,000 hich approximated to CSS. 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 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. 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. A Plus The Company recorded goodwill from the acquisition of A Plus which resulted from the portion of the purchase price less the net assets purchased as of the initial acquisition date. 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 condensed consolidated statements of operations. At March 31, 2019 and 2018, the Company did not have any unrecognized tax benefits or liabilities. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor in the event that the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. Accrued Participation Costs The Company accrues for participation costs to production companies and producers based on the respective agreements. Amounts 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 earned on the distribution of third parties’ streaming content under the Pivotshare Publishers Agreement is reported on a net basis because the Company’s performance obligation is to facilitate a transaction between third party content producers (“Publishers”) and end customers, for which we earn a commission based on revenue share (see Note 5). Revenue from digital online media distribution is included in online networks in the accompanying condensed consolidated statements of operations. The Company licenses and distributes multi-film packages to its customers. Revenue from multi-film sales is allocated on a per title basis and recognized upon initial availability for exploitation by customers. In addition, the Company distributes DVDs and similar media to its customers. The Company recognizes revenue upon shipment of DVD units or similar media units to its customers. Provision for future returns and other allowances are established based upon historical experience. Revenue from the distribution of multi-film packages and DVDs and similar media is included in television and film distribution in the accompanying condensed consolidated statements of operations. The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with Accounting Standards Codification Topics, ASC 606: Revenue from contracts with customers Entertainment – Films Cash advances received by the Company are recorded as deferred revenue until all the conditions of revenue recognition have been met. Share-Based Payments The Company accounts for share-based payments in accordance with ASC 718: Share-based Compensation , 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 three months ended March 31, 2019 and 2018, 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 . Total costs for the three months ended March 31, 2019 and 2018 was $513,497 and $224,442, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. Earnings (Loss) Per Share Basic net loss per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 4 – Recent Accounting Pronouncements Recently Issued Accounting Standards 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 has adopted ASC 606 , January 1, 2019 and the impact of implementation is not expected to be material. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Recently Adopted Accounting Standards 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). Refer to “Note 5 Revenue Recognition” for details of the impact and required disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition For Films Distribution | Note 5 – Revenue Recognition Revenue from contracts with customers is recognized as an unsatisfied performance obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control as we satisfy contractual performance obligations at a point in time or over time. Our contractual performance obligations include the distribution of film content, production of episodic television series, licensing of content and delivery of online advertisements on our owned and operated VOD platforms. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are valued at a fixed price at inception and do not include any variable consideration or financing components in our normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue. The following tables disaggregates our revenue by major product: Three Months Ended March 31, 2019 % of revenue 2018 % of revenue Revenue: Online networks $ 735,264 34 % $ 631,015 12 % Television and film distribution 1,469,279 67 % 3,243,147 56 % Television and short-form video production 320,955 15 % 2,206,539 38 % Total revenue 2,525,498 115 % 6,080,701 106 % Less: returns and allowances (332,344 ) -15 % (320,349 ) -6 % Net revenue $ 2,193,154 100 % $ 5,760,352 100 % Online Networks In this business area, we distribute and exhibit VOD content directly to consumers across all digital platforms, such as smartphones, tablets, gaming consoles and the web through our owned and operated AVOD networks including Popcornflix® and Truli. We also distribute our own and third-party owned content to end users across various digital platforms through our owned and operated SVOD network Pivotshare. Popcornflix® delivers tens of millions of advertisements every month and Pivotshare has approximately 25,000 active subscriptions. Our VOD content library includes over 37,000 Revenue from online digital distribution and VOD platforms are recorded when monthly activity is reported by advertisers. Revenue from all digital media distribution is included in online networks in the accompanying consolidated statements of operations. Television and Film Distribution In this business area, we distribute movies and television series worldwide to consumers through license agreements across all media, including theatrical, home video, pay-per-view, free, cable, pay television, VOD, mobile and new digital media platforms worldwide. We own the copyright or long-term distribution rights to approximately 1,500 television series and feature films. 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. Television and Short-Form Video Production In this business area, we work with sponsors and use highly regarded independent producers to develop and produce our television and short-form video content, including Brand-related content. We also derive revenue from our subsidiary A Plus, which develops and distributes high-quality, empathetic short-form videos to millions of people worldwide. A Plus enhances our ability to distribute short form versions of our video productions and video library and provides us with content developed and distributed by A Plus that is complementary to the Brand. The Company recognizes revenue from the production and distribution of television programs and short-form video content 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 performance obligations have been satisfied. For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for show productions, films distributed, and advertising placed on CSSE properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions and publisher payments in arrangements where we do not own the content or the ad inventory. No impairment losses have arisen from any CSSE contracts with customers during the three months ended March 31, 2019. Performance obligations The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have either a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in the contract. In cases where estimates are needed to allocate the transaction price, we use historical experience and projections based on currently available information. Contract Assets and Contract Liabilities (Deferred Revenues) The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: March 31, 2019 January 1, 2019 Contract Assets $ 10,305,684 $ 12,841,099 Contract Liabilities $ 12,938 $ 6,469 Contract assets are primarily comprised of contract obligations that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate to advance consideration received from customers under the terms of our contracts primarily related to cash payments received in advance of satisfaction of the contractual performance obligation. We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days. The term between invoicing and when payment is due is not significant. The Company had no material bad debt expense recorded during the three months ended March 31, 2019. A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a future event, other than the passage of time (i.e. type of unbilled receivable). Given the nature of our business from time to time we engage with customers for terms that include minimum guarantees which are contractual obligations for payment over a period of time that may extend past one year at a variable rate of payment – based on sales. These minimum guarantees are generally collectible via royalty payments at an agreed rate which are collected on a monthly basis. Contractual arrangements containing minimum guarantees are evaluated on a contract by contract basis for the need for present value treatment. As of the financial statement no material arrangements requiring financing treatment have been identified. We record deferred revenues (also referred to as contract liabilities under Topic 606) when cash payments are received or due in advance of our satisfying our performance obligations. Our deferred revenue balance primarily relates to advance payments received related to our content distribution rights agreements and our production sponsorship arrangements. The Company’s deferred revenue (i.e. contract liabilities) as of March 31, 2019 and January 1, 2019 was $12,938 and $6,469, respectively. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the three months ended March 31, 2019. Arrangements with multiple performance obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. |
Episodic Television Programs
Episodic Television Programs | 3 Months Ended |
Mar. 31, 2019 | |
Contractors [Abstract] | |
Long-term Contracts or Programs Disclosure [Text Block] | Note 6 - Episodic Television Programs (a) Chicken Soup for the Soul’s Hidden Heroes (“Hidden Heroes”) Hidden Heroes (b) Project Dad, a Chicken Soup for the Soul Original Project Dad Project Dad Project Dad Project Dad In 2017, the Sponsor funded a new parenting series called Being Dad, (c) Vacation Rental Potential. (d) Going From Broke Going From Broke The series is comprised of 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) Chicken Soup for the Soul’s Animal Tales Chicken Soup for the Soul’s Animal Tales consists 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. The series has been renewed for a second season on May 13, 2019. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 – Share-Based Compensation Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to one million common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan. The Company recognized these stock options at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended March 31, 2019 and 2018, the Company recognized $190,847 and $229,195, respectively, of non-cash share-based compensation expense relating to stock options in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock options activity as of March 31, 2019 is as follows: As of March 31, 2019 Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Yrs.) Aggregate Intrinsic Value Total outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Granted 425,000 8.11 4.87 - Forfeited (33,333 ) 9.61 3.74 - Exercised - - - - Expired - - - - Outstanding at March 31, 2019 1,054,167 $ 7.69 3.79 $ 4,922,933 Vested and exercisable at March 31, 2019 487,086 $ 7.08 2.93 $ 2,571,847 As at March 31, 2019 the Company had unrecognized pre-tax compensation expense of $2,132,579 related to non-vested stock options under the Plan of which $699,854, $800,498, $589,789 and $42,438 will be recognized in 2019, 2020, 2021 and 2022, respectively. We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows: Three Months Ended March 31, Weighted Average Assumptions: 2019 2018 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 57.2 % Expected term (years) 5.00 2.57 Risk-free interest rate 2.24 % 2.05 % Exercise price per stock option $ 7.69 $ 7.63 Market price per share $ 7.24 $ 6.95 Weighted average fair value per stock option $ 3.51 $ 3.35 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. For the three months ended March 31, 2019 and 2018, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $25,000 and $25,000, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 8 - Earnings Per Share A reconciliation of shares used in calculating basic and diluted per share data is as follows: Three Months Ended March 31, 2019 2018 Net (loss) income available to common stockholders $ (3,376,737 ) $ (884,902 ) Basic weighted-average shares outstanding 11,970,743 9,416,333 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options* - Assumed issuance of shares from exercise of warrants* - Diluted weighted-average shares outstanding* 11,970,743 9,416,333 Earnings per share: Basic & diluted $ (0.28 ) $ (0.09 ) * For the periods ending March 31, 2019 and 2018 common stock equivalents totaling 109,926 16,509 |
Programming Costs
Programming Costs | 3 Months Ended |
Mar. 31, 2019 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | Note 9 – Programming Costs Programming costs, net of amortization, consists of the following: March 31, December 31, 2019 2018 Released, net of accumulated amortization of $9,535,105 and $9,473,308, respectively $ 11,415,096 $ 11,418,244 In production 17,097 17,099 In development 1,444,103 1,355,146 $ 12,876,296 $ 12,790,489 |
Film Library
Film Library | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Film Library [Abstract] | |
Film Library [Text Block] | Note 10 – Film Library Film library costs, net of amortization, consists of the following: March 31, December 31, 2019 2018 Acquisition costs $ 35,996,536 33,176,802 Accumulated amortization (8,709,426 ) (7,838,300 ) Net film library costs $ 27,287,110 25,338,502 Film library amortization expense recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 was $871,126 and $707,430, respectively. |
Intangible Asset - Video Conten
Intangible Asset - Video Content License | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Other Intangible Assets IndefiniteLived [Text Block] | Note 11 - Intangible Asset - Video Content License Indefinite lived Intangible assets, consists of the following: March 31, December 31, 2019 2018 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: March 31, December 31, 2019 2018 Acquired customer base, net $ 2,003,961 $ 2,118,473 Non-compete agreement, net 419,717 463,898 Website Development, net 356,827 389,266 $ 2,780,505 $ 2,971,637 Amortization expense was $191,132 and $0 for the three months ended March 31, 2019 and 2018, respectively. Goodwill consists of the following: March 31, December 31, 2019 2018 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A-Plus 1,236,760 1,236,760 $ 2,537,079 $ 2,537,079 There were no impairments identified or recorded related to goodwill and intangible assets for any period presented. |
Commercial Loan, Revolving Line
Commercial Loan, Revolving Line of Credit and Senior Secured Revolving Line of Credit | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 12 – Commercial Loan, Revolving Line of Credit and Senior Secured Revolving Line of Credit Commercial Loan 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. On December 27, 2018, the company increased the Commercial Loan Revolver from $2.5 million to $3.5 million. The Commercial 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 payable monthly over a five-year period and was subject to a one-time commitment fee payment of $75,000. Principal is payable in equal monthly installments of $83,333 over a five-year period. Part of the proceeds of the Commercial Loan were used to fully repay $1.7 million of existing debt (see below) and for general working capital purposes. The Revolver matures on April 26, 2021 and bears interest at the prime rate plus 1.5%, interest only is payable monthly over a three-year period, until such time as the loan is renewed or becomes due and was subject to a one-time commitment fee payment of $37,500. The Revolver is subject to adjustment based upon eligible accounts receivable supporting such borrowing. Advances made under the Revolver are used for general working capital purposes. As of March 31, 2019, the principal balance outstanding on the Term Loan is $4,166,667 and the Revolver balance is $3,489,642. The Term Loan and the Revolver are presented on the condensed consolidated balance sheets net of unamortized debt issuance costs of $308,731. For the three months ended March 31, 2019 and 2018, the Company incurred $115,300 and $0 of interest expense on the Term Loan and Revolver, respectively. 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%. We were in compliance with all such covenants as of March 31, 2019 and December 31, 2018, respectively. There was one ratio test in the current terms of the agreement that was not met at March 31, 2019. In light of the current results and the recent Crackle Plus acquisition, we may amend the terms and covenants of the agreement. The lender has provided the company with a Letter of Intent to expand the loan to $ 20 Senior Secured Revolving 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. On December 27, 2017, the Company drew an advance of $1,500,000 under the Credit Facility. As of March 31, 2018, advances under the Credit Facility totaled $1,700,000. On April 27, 2018, the Company repaid the Credit Facility in full from the proceeds of the Commercial Loan and the Credit Facility was terminated by the Company and the Lender. In connection with the Credit Facility, the Company issued Class W warrants to the Lender to purchase 157,500 shares of the Company’s Class A common stock at an exercise price of $7.50 per share. All Warrants issued to the Lender expire on May 12, 2021 and were accounted for as equity warrants. The Credit Facility and the related warrants were accounted for in accordance with ASC 470, which provides, among other things, that the fair value is allocated between the debt and the related warrants. The fair value of the warrants issued was determined to be $424,025 using the Black-Scholes option-pricing model and the relative fair value of the warrants was recorded as a discount to the Credit Facility with a corresponding credit to additional paid-in capital. For the three months ended March 31, 2019 and 2018, interest expense on the Credit Facility was $0 and $21,555, respectively. As of March 31, 2019, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Future Principal Payments Year Ended December 31, Amount Remainder of 2019 $ 750,000 2020 1,000,000 2021 4,489,642 2022 1,000,000 2023 416,667 $ 7,656,309 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes The Company’s current and deferred income tax provision are as follows: Three Months Ended March 31, 2019 2018 Current provision (benefit): Federal $ - $ - States 27,000 41,000 Total current provision 27,000 41,000 Deferred provision (benefit): Federal (343,000 ) 160,000 States (122,000 ) 12,000 Total deferred provision (benefit) (465,000 ) 172,000 Total provision (benefit) for income taxes $ (438,000 ) $ 213,000 Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: March 31, 2019 December 31, 2018 Deferred Tax Assets: Net operating loss carry-forwards $ 3,829,000 $ 3,022,000 Acquisition-related costs 723,000 663,000 Film library 306,000 427,000 Deferred state taxes 77,000 157,000 Less: valuation allowance (823,000 ) (719,000 ) Total Deferred Tax Assets 4,112,000 3,550,000 Deferred Tax Liabilities: Programming costs 2,778,000 2,779,000 Other assets 417,000 319,000 Total Deferred Tax Liabilities 3,195,000 3,098,000 Net deferred tax asset $ 917,000 $ 452,000 The Company has net operating losses of approximately $11,151,000 which expire between 2031 and 2039. 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. Management has determined that the net operating loss carryovers from the acquisitions of A Plus and Pivotshare (representing the entire balance of $11,223,000) will be limited to approximately $8,552,000 and, accordingly, has recorded a deferred tax asset valuation allowance of $719,000. Public trading of company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The deferred tax asset valuation allowance has increased by $104,000 in the three months ended March 31, 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 14 – Related Party Transactions (a) Affiliate Resources and Obligations Management Services Agreement In May 2016, we entered into a management services agreement, that has an initial term of five years and automatically renews for additional one-year terms at the discretion of the parties thereto, which we refer to as the “CSS Management Agreement.” Under the terms of the CSS Management Agreement, we are provided with the broad operational expertise of CSS and its subsidiaries and personnel, including the services of our chairman and chief executive officer, Mr. Rouhana, our vice chairman and chief strategy officer, Mr. Seaton, our senior brand advisor and director, Ms. Newmark, and our chief financial officer, Mr. Mitchell. The CSS Management Agreement also provides for services, such as accounting, legal, marketing, management, data access and back-office systems, and provides us with office space and equipment usage. We pay CSS a management fee equal to 5% $109,635 and $285,697, In addition, for any sponsorship which is arranged by CSS or its affiliates for (i) our video content or (ii) a multi-element transaction for which we receive a portion of such revenue and CSS receives the remaining revenue (for example, a transaction that relates to both our video content and CSS’ printed products), we shall pay a sales commission to CSS equal to 20% of the portion of such revenue we receive. Each sales commission shall be paid within 30 days of the end of the month in which we receive it. If CSS collects the entire fee from such multi-element transaction, CSS will remit our portion of such fee to us after deducting its sales commission. There were no sales commissions earned or paid to CSS for the three months ended March 31, 2019 or 2018. We believe that the terms and conditions of the CSS Management Agreement are more favorable and cost effective to us than if we hired the full staff to operate the company. License Agreement In May 2016, we entered into a trademark and intellectual property license agreement with CSS, which we refer to as the “CSS License Agreement.” Under the terms of the CSS License Agreement, we have been granted a perpetual, exclusive, worldwide license to produce and distribute video content using the Chicken Soup for the Soul brand and related content, such as stories published in the Chicken Soup for the Soul books. We paid CSS a one-time license fee of $5 million. We also pay CSS an incremental recurring license fee equal to 4% of our gross revenue for each calendar quarter, and a marketing fee of For the three months ended March 31, 2019 and 2018, the Company recorded total license fee expense (including for marketing support) of $109,635 and $285,697, Due from Affiliated Companies At March 31, 2019 and December 31, 2018, the Company is owed $3.2 million and $1.2 million, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries, and funds are transferred between affiliates as needed. As noted above, advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances. Formation of Joint Venture with Crackle In March 2019, we entered into an agreement to form a joint venture with Crackle, Inc., which is currently a business of Sony Pictures Television. In connection with the joint venture, Crackle will, if the joint venture is consummated, contribute certain of the assets of its leading AVOD network to the joint venture. Pursuant to the Contribution Agreement, we agreed to contribute assets relating to our VOD business and to assign to the joint venture the rights to use the Brand in VOD. The combined VOD businesses will be branded “Crackle Plus”. On May 14, 2019, the joint venture, Crackle Plus was formed, and we launched our new streaming video joint venture. See Note 17 for a description of the closing. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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. Screen Media is contingently liable for a standby letter of credit in connection with an office lease agreement in the amount of $129,986 as of March 31, 2019 and December 31, 2018. Screen Media leases its office facilities under the terms of a non-cancelable operating lease agreement that expires on February 28, 2020. Minimum annual rental commitments under the lease are as follows: Operating Lease Commitment - Screen Media Year Ended December 31, Amount Remainder of 2019 260,876 2020 71,043 $ 331,919 Rent expense recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 was $113,210 and $105,462, respectively. The Company does not record rent expense for its Connecticut office as it is included under the Management Agreement with CSS. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 16 – Segment Reporting 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% of total net revenue for each of the three months ended March 31, 2019 and 2018. Remaining net revenue was generated in the rest of the world. 100% of total consolidated long-lived assets are based in the United States. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 17 - Subsequent Events Series A Preferred Stock Dividends The Company has declared and paid monthly dividends of $0.2031 per share on its 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) to holders of record as of March 31, 2019 and April 30, 2019. The monthly dividend for March was paid on April 15, 2018 and the monthly dividend for April is expected to be paid on May 15, 2019. The total dividends declared and paid in April and May was approximately $476,574. Series A Preferred Stock Offering On April 8, 2019 the Company entered into a subscription agreement with one investor pursuant to which the company sold 80,000 25.00 1.855 On April 22, 2019 the Company completed an underwritten public offering of 159,505 shares of Series A Preferred Stock, including 20,805 shares pursuant to the underwriters’ full exercise of their over-allotment option, at a public offering price of $25.00 per share. The Company’s net proceeds from the offering, after deducting underwriting discounts, commissions, and other offering expenses, were approximately $3.7 million. The Company intends to use the net proceeds from the sale of Series A Preferred Stock for working capital and other general corporate purposes including, possibly, for dividends. Crackle Plus Joint Venture On May 14, 2019, we consummated the creation of a joint venture, Crackle Plus, contemplated by the Contribution Agreement. Upon closing, CPEH and its affiliates contributed certain U.S. and Canadian assets of the Crackle Under the terms of the agreement, CSS Entertainment owns the majority interest in the joint venture. Additionally, upon closing CSS Entertainment issued to CPEH four million five-year warrants to purchase Class A common stock of CSS Entertainment at various prices. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
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 revenues and expenses during the reporting periods. The Company’s significant estimates include those related to revenue recognition, accounts receivable allowances, intangible assets, share-based compensation expense, income taxes and amortization of programming and film library costs. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At March 31, 2019 and December 31, 2018, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued programming costs, film library acquisition costs and accrued participation costs, approximated their carrying value due to the short-term nature of these instruments . |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are stated at the amount’s management expects to collect and are subsequently stated net of an allowance for doubtful 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 doubtful accounts are reported as bad debt expense in the consolidated statements of operations. At March 31, 2019, and December 31, 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $396,292, and $601,500, respectively. Bad debt (recovered) expense of $(31,941) and $87,632 was recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively. Provision for returns and allowances of $332,344 and $320,349 was recorded in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively. |
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 the current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required as a consequence of changes in management’s future revenue estimates. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 is amortization of programming costs totaling $61,798 and $770,401, respectively. There was no impairment charge recorded in the three months ended March 31, 2019 and 2018. |
Film Costs, Policy [Policy Text Block] | Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenue. Ultimate revenue time frame is determined based on the term of the related acquisition agreement. The Company generally acquires distribution rights covering periods of ten or more years. Included in cost of revenue in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, is amortization of film library totaling $871,126 and $1,454,140, respectively. For the three months ended March 31, 2019 and 2018, there was no impairment charge recorded. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Goodwill & Acquired Intangible Assets 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. We continually evaluate our estimates, including the assumptions, risks, and uncertainties inherent in our estimates, however, it cannot be assured that our estimates will be accurate. If we determine that our estimates are not accurate, we will be required to record an impairment charge. 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 intelligence. As a result, a substantial portion of the purchase price is allocated to other intangible assets including goodwill where appropriate. Changes to the original estimates may be required during the life of an asset. 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. As of the March 31, 2019 no indicators of impairment have been identified and thus no impairment charge has been recorded for the three month period. Our Goodwill & Acquired Intangible Assets consist of the following, 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”). purchase price of $5,000,000 hich approximated to CSS. 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 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. 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. A Plus The Company recorded goodwill from the acquisition of A Plus which resulted from the portion of the purchase price less the net assets purchased as of the initial acquisition date. |
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 condensed consolidated statements of operations. At March 31, 2019 and 2018, the Company did not have any unrecognized tax benefits or liabilities. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. |
Film Library Acquisition Obligations, Policy [Policy Text Block] | Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor in the event that the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. |
Participation Costs, Policy [Policy Text Block] | Accrued Participation Costs The Company accrues for participation costs to production companies and producers based on the respective agreements. Amounts 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 earned on the distribution of third parties’ streaming content under the Pivotshare Publishers Agreement is reported on a net basis because the Company’s performance obligation is to facilitate a transaction between third party content producers (“Publishers”) and end customers, for which we earn a commission based on revenue share (see Note 5). Revenue from digital online media distribution is included in online networks in the accompanying condensed consolidated statements of operations. The Company licenses and distributes multi-film packages to its customers. Revenue from multi-film sales is allocated on a per title basis and recognized upon initial availability for exploitation by customers. In addition, the Company distributes DVDs and similar media to its customers. The Company recognizes revenue upon shipment of DVD units or similar media units to its customers. Provision for future returns and other allowances are established based upon historical experience. Revenue from the distribution of multi-film packages and DVDs and similar media is included in television and film distribution in the accompanying condensed consolidated statements of operations. The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with Accounting Standards Codification Topics, ASC 606: Revenue from contracts with customers Entertainment – Films Cash advances received by the Company are recorded as deferred revenue until all the conditions of revenue recognition have been met. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Payments The Company accounts for share-based payments in accordance with ASC 718: Share-based Compensation , 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 three months ended March 31, 2019 and 2018, 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 . Total costs for the three months ended March 31, 2019 and 2018 was $513,497 and $224,442, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share Basic net loss per common share is computed based on the weighted average number of shares of all classes of common stock outstanding. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following tables disaggregates our revenue by major product: Three Months Ended March 31, 2019 % of revenue 2018 % of revenue Revenue: Online networks $ 735,264 34 % $ 631,015 12 % Television and film distribution 1,469,279 67 % 3,243,147 56 % Television and short-form video production 320,955 15 % 2,206,539 38 % Total revenue 2,525,498 115 % 6,080,701 106 % Less: returns and allowances (332,344 ) -15 % (320,349 ) -6 % Net revenue $ 2,193,154 100 % $ 5,760,352 100 % |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: March 31, 2019 January 1, 2019 Contract Assets $ 10,305,684 $ 12,841,099 Contract Liabilities $ 12,938 $ 6,469 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock options activity as of March 31, 2019 is as follows: As of March 31, 2019 Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Yrs.) Aggregate Intrinsic Value Total outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Granted 425,000 8.11 4.87 - Forfeited (33,333 ) 9.61 3.74 - Exercised - - - - Expired - - - - Outstanding at March 31, 2019 1,054,167 $ 7.69 3.79 $ 4,922,933 Vested and exercisable at March 31, 2019 487,086 $ 7.08 2.93 $ 2,571,847 |
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: Three Months Ended March 31, Weighted Average Assumptions: 2019 2018 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 57.2 % Expected term (years) 5.00 2.57 Risk-free interest rate 2.24 % 2.05 % Exercise price per stock option $ 7.69 $ 7.63 Market price per share $ 7.24 $ 6.95 Weighted average fair value per stock option $ 3.51 $ 3.35 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | A reconciliation of shares used in calculating basic and diluted per share data is as follows: Three Months Ended March 31, 2019 2018 Net (loss) income available to common stockholders $ (3,376,737 ) $ (884,902 ) Basic weighted-average shares outstanding 11,970,743 9,416,333 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options* - Assumed issuance of shares from exercise of warrants* - Diluted weighted-average shares outstanding* 11,970,743 9,416,333 Earnings per share: Basic & diluted $ (0.28 ) $ (0.09 ) * For the periods ending March 31, 2019 and 2018 common stock equivalents totaling 109,926 16,509 |
Programming Costs (Tables)
Programming Costs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Research and Development [Abstract] | |
Programming Costs Net [Table Text Block] | Programming costs, net of amortization, consists of the following: March 31, December 31, 2019 2018 Released, net of accumulated amortization of $9,535,105 and $9,473,308, respectively $ 11,415,096 $ 11,418,244 In production 17,097 17,099 In development 1,444,103 1,355,146 $ 12,876,296 $ 12,790,489 |
Film Library (Tables)
Film Library (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Film Library [Abstract] | |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Film library costs, net of amortization, consists of the following: March 31, December 31, 2019 2018 Acquisition costs $ 35,996,536 33,176,802 Accumulated amortization (8,709,426 ) (7,838,300 ) Net film library costs $ 27,287,110 25,338,502 |
Intangible Asset - Video Cont_2
Intangible Asset - Video Content License (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Indefinite lived Intangible assets, consists of the following: March 31, December 31, 2019 2018 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: March 31, December 31, 2019 2018 Acquired customer base, net $ 2,003,961 $ 2,118,473 Non-compete agreement, net 419,717 463,898 Website Development, net 356,827 389,266 $ 2,780,505 $ 2,971,637 |
Schedule of Goodwill [Table Text Block] | Goodwill consists of the following: March 31, December 31, 2019 2018 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A-Plus 1,236,760 1,236,760 $ 2,537,079 $ 2,537,079 |
Commercial Loan, Revolving Li_2
Commercial Loan, Revolving Line of Credit and Senior Secured Revolving Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of March 31, 2019, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Future Principal Payments Year Ended December 31, Amount Remainder of 2019 $ 750,000 2020 1,000,000 2021 4,489,642 2022 1,000,000 2023 416,667 $ 7,656,309 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s current and deferred income tax provision are as follows: Three Months Ended March 31, 2019 2018 Current provision (benefit): Federal $ - $ - States 27,000 41,000 Total current provision 27,000 41,000 Deferred provision (benefit): Federal (343,000 ) 160,000 States (122,000 ) 12,000 Total deferred provision (benefit) (465,000 ) 172,000 Total provision (benefit) for income taxes $ (438,000 ) $ 213,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of deferred tax assets and liabilities are as follows: March 31, 2019 December 31, 2018 Deferred Tax Assets: Net operating loss carry-forwards $ 3,829,000 $ 3,022,000 Acquisition-related costs 723,000 663,000 Film library 306,000 427,000 Deferred state taxes 77,000 157,000 Less: valuation allowance (823,000 ) (719,000 ) Total Deferred Tax Assets 4,112,000 3,550,000 Deferred Tax Liabilities: Programming costs 2,778,000 2,779,000 Other assets 417,000 319,000 Total Deferred Tax Liabilities 3,195,000 3,098,000 Net deferred tax asset $ 917,000 $ 452,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Minimum annual rental commitments under the lease are as follows: Operating Lease Commitment - Screen Media Year Ended December 31, Amount Remainder of 2019 260,876 2020 71,043 $ 331,919 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Cost of Revenue | $ 1,632,101 | $ 3,120,705 | [1] | |
Provision for Doubtful Accounts | 300,403 | 407,981 | [2] | |
Provision for Returns and Allowances | 332,344 | 320,349 | ||
Accounts Receivable Net Of Allowance For Doubtful Accounts And Video Returns | 396,292 | $ 601,500 | ||
Intangible Assets, Net (Excluding Goodwill) | 2,780,505 | $ 2,971,637 | ||
Video Content License [Member] | ||||
Intangible Assets, Net (Excluding Goodwill) | 5,000,000 | |||
Theatrically Released Titles [Member] | ||||
Advertising Expense | 513,497 | 224,442 | ||
Sales Revenue, Net [Member] | ||||
Cost of Revenue | 871,126 | 1,454,140 | ||
Accounts Receivable [Member] | ||||
Cost of Revenue | $ 61,798 | $ 770,401 | ||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 period 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 year 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. |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Revenue Gross | $ 2,525,498 | $ 6,080,701 | [1] |
Television and Film Distribution Sales Returns And Allowances | $ 332,344 | $ 320,349 | [1] |
Concentration Risk, Percentage | 115.00% | 106.00% | |
Sales Revenue, Net [Member] | |||
Revenue Gross | $ 2,193,154 | $ 5,760,352 | |
Concentration Risk, Percentage | 100.00% | 100.00% | |
Sales Returns and Allowances [Member] | |||
Television and Film Distribution Sales Returns And Allowances | $ (332,344) | $ (320,349) | |
Concentration Risk, Percentage | (15.00%) | (6.00%) | |
Online networks [Member] | |||
Revenue Gross | $ 735,264 | $ 631,015 | |
Concentration Risk, Percentage | 34.00% | 12.00% | |
Television and film distribution [Member] | |||
Revenue Gross | $ 1,469,279 | $ 3,243,147 | |
Concentration Risk, Percentage | 67.00% | 56.00% | |
Television and short-form video production [Member] | |||
Revenue Gross | $ 320,955 | $ 2,206,539 | |
Concentration Risk, Percentage | 15.00% | 38.00% | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 period 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. |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) | Mar. 31, 2019 | Jan. 01, 2019 |
Contract Assets | $ 10,305,684 | $ 12,841,099 |
Contract Liabilities | $ 12,938 | $ 6,469 |
Revenue Recognition (Details Te
Revenue Recognition (Details Textual) | 3 Months Ended | ||
Mar. 31, 2019USD ($)NumbersHours | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Deferred Revenue | $ | $ 12,938 | $ 6,469 | $ 6,469 |
Online Networks [Member] | |||
No of Active Subscriptions | 25,000 | ||
Hours Of Programming | Hours | 37,000 | ||
No Of Visitors For the Network | 3,000,000 | ||
Film And Television Distribution [Member] | Copyrights [Member] | |||
No of Copy Rights Or Ownership Distribution Rights | 1,500 | ||
Maximum [Member] | |||
Credit Period Granted To Debtors | 60 days | ||
Minimum [Member] | |||
Credit Period Granted To Debtors | 30 days |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options granted | $ 3.51 | $ 3.35 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 9 months 14 days | 3 years 4 months 2 days | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options, Total outstanding at the beginning of December 31, 2018 | 662,500 | ||
Number of Stock Options, Options granted | 425,000 | ||
Number of Stock Options, Options forfeited | (33,333) | ||
Number of Stock Options, Options exercised | 0 | ||
Number of Stock Options, Options expired | 0 | ||
Number of Stock Options, Total outstanding at the end of March 31, 2019 | 1,054,167 | 662,500 | |
Number of Stock Options, Total exercisable at March 31, 2019 | 487,086 | ||
Weighted Average Exercise Price, beginning of December 31, 2018 | $ 7.52 | ||
Weighted Average Exercise Price, Options granted | 8.11 | ||
Weighted Average Exercise Price, Options forfeited | 9.61 | ||
Weighted Average Exercise Price, end of March 31, 2019 | 7.69 | $ 7.52 | |
Weighted Average Exercise Price, Total exercisable at March 31, 2019 | $ 7.08 | ||
Weighted Average Remaining Contract Term, Options granted | 4 years 10 months 13 days | ||
Weighted Average Remaining Contract Term, Options forfeited | 3 years 8 months 26 days | ||
Weighted Average Remaining Contract Term, Total exercisable at March 31, 2019 | 2 years 11 months 4 days | ||
Aggregate Intrinsic Value, Total outstanding Balance | $ 4,922,933 | $ 332,100 | |
Aggregate IntrinsicValue, Total exercisable at March 31, 2019 | $ 2,571,847 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.10% | 57.20% |
Expected term (years) | 5 years | 2 years 6 months 25 days |
Risk-free interest rate | 2.24% | 2.05% |
Exercise price per stock option | $ 7.69 | $ 7.63 |
Market price per share | 7.24 | 6.95 |
Weighted average fair value per stock option | $ 3.51 | $ 3.35 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,132,579 | |||||
Scenario, Forecast [Member] | Equity Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 42,438 | $ 589,789 | $ 800,498 | $ 699,854 | ||
Straight-line [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | 190,847 | $ 229,195 | ||||
Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 25,000 | $ 25,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | |||
Net (loss) income available to common stockholders | $ (3,376,737) | $ (884,902) | [1] | |
Basic weighted-average shares outstanding | 11,970,743 | 9,416,333 | ||
Effect of dilutive securities: | ||||
Assumed issuance of shares from exercise of stock options | [2] | 0 | ||
Assumed issuance of shares from exercise of warrants | [2] | 0 | ||
Diluted weighted-average shares outstanding | [2] | 11,970,743 | 9,416,333 | |
Earnings per share: | ||||
Basic & diluted | $ (0.28) | $ (0.09) | [1] | |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 period 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] | For the periods ending March 31, 2019 and 2018 common stock equivalents totaling 109,926 and 16,509, respectively, were excluded from the calculation of diluted (loss) per share because their effect is anti-dilutive. |
Earnings Per Share (Detail Text
Earnings Per Share (Detail Textual) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 109,926 | 16,509 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Programming Costs [Line Items] | ||
Released, net of accumulated amortization of $9,535,105 and $9,473,308, respectively | $ 11,415,096 | $ 11,418,244 |
In production | 17,097 | 17,099 |
In development | 1,444,103 | 1,355,146 |
Capitalized Computer Software, Net | $ 12,876,296 | $ 12,790,489 |
Programming Costs (Details) (Pa
Programming Costs (Details) (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Programming Costs [Line Items] | ||
Capitalized Computer Software, Accumulated Amortization | $ 9,535,105 | $ 9,473,308 |
Film Library (Details)
Film Library (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Acquisition costs | $ 35,996,536 | $ 33,176,802 |
Accumulated amortization | (8,709,426) | (7,838,300) |
Net film library costs | $ 27,287,110 | $ 25,338,502 |
Film Library (Details Textual)
Film Library (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Film Libraries [Member] | ||
Cost, Amortization | $ 871,126 | $ 707,430 |
Intangible Asset - Video Cont_3
Intangible Asset - Video Content License (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 12,163,943 | $ 12,163,943 |
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 |
Intangible Asset - Video Cont_4
Intangible Asset - Video Content License (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible Assets, Net (Excluding Goodwill) | $ 2,780,505 | $ 2,971,637 |
Acquired customer base, net [Member] | ||
Intangible Assets, Net (Excluding Goodwill) | 2,003,961 | 2,118,473 |
Non-compete agreement, net [Member] | ||
Intangible Assets, Net (Excluding Goodwill) | 419,717 | 463,898 |
Website Development, net [Member] | ||
Intangible Assets, Net (Excluding Goodwill) | $ 356,827 | $ 389,266 |
Intangible Asset - Video Cont_5
Intangible Asset - Video Content License (Details 2) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 2,537,079 | $ 2,537,079 |
Pivotshare [Member] | ||
Goodwill | 1,300,319 | 1,300,319 |
A-Plus [Member] | ||
Goodwill | $ 1,236,760 | $ 1,236,760 |
Intangible Asset - Video Cont_6
Intangible Asset - Video Content License (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 191,132 | $ 0 |
Commercial Loan, Revolving Li_3
Commercial Loan, Revolving Line of Credit and Senior Secured Revolving Line of Credit (Details) | Mar. 31, 2019USD ($) |
Remainder of 2019 | $ 750,000 |
2020 | 1,000,000 |
2021 | 4,489,642 |
2022 | 1,000,000 |
2023 | 416,667 |
Long-term Debt | $ 7,656,309 |
Commercial Loan, Revolving Li_4
Commercial Loan, Revolving Line of Credit and Senior Secured Revolving Line of Credit (Details Textual) - USD ($) | May 12, 2016 | Apr. 27, 2018 | Dec. 27, 2017 | Aug. 23, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 27, 2018 |
Debt Conversion, Original Debt, Amount | $ 1,500,000 | |||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 424,025 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,700,000 | |||||||
Warrants Expiration Date | May 12, 2021 | |||||||
Commercial Loan Revolver | $ 3,500,000 | $ 2,500,000 | ||||||
Commercial Loan [Member] | ||||||||
Debt Instrument, Face Amount | $ 7,500,000 | |||||||
Debt Instrument, Collateral Amount | $ 750,000 | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 20,000,000 | |||||||
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 | 0 | 21,555 | ||||||
Unamortized Debt Issuance Expense | 308,731 | |||||||
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 | 115,300 | $ 0 | ||||||
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 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||
Senior Notes [Member] | ||||||||
Repayments of Debt | 1,700,000 | |||||||
Term Loan [Member] | ||||||||
Unamortized Debt Issuance Expense | 3,489,642 | |||||||
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 | $ 4,166,667 | |||||||
Long-term Debt, Maturities, Repayment Terms | Principal is payable in equal monthly installments of $83,333 over a five-year period |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Current provision (benefit): | |||
Federal | $ 0 | $ 0 | |
States | 27,000 | 41,000 | |
Total current provision | 27,000 | 41,000 | |
Deferred provision (benefit): | |||
Federal | (343,000) | 160,000 | |
States | (122,000) | 12,000 | |
Total deferred provision (benefit) | (465,000) | 172,000 | [1] |
Total provision (benefit) for income taxes | $ (438,000) | $ 213,000 | [2] |
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 year 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 period 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 ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 3,829,000 | $ 3,022,000 |
Acquisition-related costs | 723,000 | 663,000 |
Film library | 306,000 | 427,000 |
Deferred state taxes | 77,000 | 157,000 |
Less: valuation allowance | (823,000) | (719,000) |
Total Deferred Tax Assets | 4,112,000 | 3,550,000 |
Deferred Tax Liabilities: | ||
Programming costs | 2,778,000 | 2,779,000 |
Other assets | 417,000 | 319,000 |
Total Deferred Tax Liabilities | 3,195,000 | 3,098,000 |
Net deferred tax asset | $ 917,000 | $ 452,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating Loss Carryforwards | $ 11,151,000 |
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. |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 104,000 |
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 | ||
May 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Related Party Transaction [Line Items] | |||||
Management Fee Expense, Percenatge | 5.00% | ||||
Cost of Goods and Services Sold | $ 219,270 | $ 571,395 | [1] | ||
Percentage of Commission on Revenue | 20.00% | ||||
Percentage of License Fee on Revenue | 4.00% | ||||
Percentage of Marketing Fee on Revenue | 1.00% | ||||
Soul, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management Fee Expense | $ 109,635 | 285,697 | |||
Cost of Goods and Services Sold | 109,635 | $ 285,697 | |||
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] | |||||
Payments for Advance to Affiliate | $ 3,200,000 | $ 1,200,000 | |||
[1] | In accordance with ASC Subtopic 805-50 "Transactions between entities under common control", results of operations for the 2018 period 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. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
2019 | $ 260,876 |
2020 | 71,043 |
Operating Leases, Future Minimum Payments Due | $ 331,919 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Letters of Credit Outstanding, Amount | $ 129,986 | $ 129,986 | |
Operating Leases, Rent Expense | $ 113,210 | $ 105,462 | |
Lease Expiration Date | Feb. 28, 2020 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Details Textual) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration Risk, Percentage | 115.00% | 106.00% |
Sales Revenue, Net [Member] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Sales Revenue, Net [Member] | UNITED STATES | ||
Concentration Risk, Percentage | 100.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May 15, 2019 | Apr. 08, 2019 | Apr. 30, 2019 | Apr. 22, 2019 | Apr. 15, 2018 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Dividends Payable, Amount Per Share | $ 0.2031 | |||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends Payable, Amount Per Share | $ 0.2031 | |||||
Sale of Stock, Price Per Share | $ 25 | |||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||
Other Offering Expenses | $ 3,700,000 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 159,505 | |||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,805 | |||||
Series A Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends | $ 476,574 | |||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends | $ 476,574 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 80,000 | |||||
Sale of Stock, Price Per Share | $ 25 | |||||
Other Offering Expenses | $ 1,855,000 |