Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 31.4 | ||
Entity Central Index Key | 0001679063 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Amendment Flag | false | ||
Common Class A And Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 11,999,623 | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 4,185,685 | ||
Trading Symbol | CSSE | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,813,938 | ||
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | CSSEP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 6,447,402 | $ 6,451,758 |
Restricted cash | 750,000 | |
Accounts receivable, net | 34,661,119 | 12,841,099 |
Prepaid expenses | 861,190 | 218,736 |
Inventory, net | 312,033 | 262,068 |
Goodwill | 21,448,106 | 2,537,079 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 35,451,951 | 2,971,637 |
Film library, net | 33,250,149 | 25,338,502 |
Due from affiliated companies | 7,642,432 | 1,213,436 |
Programming costs, net | 14,459,271 | 12,790,489 |
Program rights, net | 654,303 | |
Deferred tax asset | 452,000 | |
Other assets, net | 313,585 | 356,221 |
Total assets | 167,665,484 | 78,346,968 |
LIABILITIES AND EQUITY | ||
Current maturities of commercial loan | 3,200,000 | 1,000,000 |
Commercial loan and revolving line of credit, net of unamortized deferred finance cost of $189,525 and $334,554, respectively | 11,810,475 | 6,582,113 |
Notes payable under revolving credit facility | 5,000,000 | |
Accounts payable and accrued expenses | 26,646,390 | 5,078,805 |
Ad representation fees payable | 12,429,838 | |
Film library acquisition obligations | 5,020,600 | 2,715,600 |
Programming obligations | 7,300,861 | |
Accrued participation costs | 5,066,512 | 1,539,139 |
Other liabilities | 170,106 | 414,506 |
Deferred revenue | 0 | 6,469 |
Total liabilities | 76,644,782 | 17,336,632 |
Commitments and contingencies (Note 15) | ||
Stockholder's Equity: | ||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 1,599,002 and 918,497 shares issued and outstanding, respectively, redemption value of $39,975,050 and $22,962,425, respectively | 160 | 92 |
Additional paid-in capital | 87,610,030 | 59,360,583 |
Retained (deficit) earnings | (32,695,629) | 2,281,187 |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders’ equity | 54,283,039 | 61,010,336 |
Subsidiary convertible preferred stock (Note 12) | 36,350,000 | |
Noncontrolling interests (Note 12) | 387,663 | |
Total Equity | 91,020,702 | 61,010,336 |
Total liabilities and equity | 167,665,484 | 78,346,968 |
Common Class A | ||
Stockholder's Equity: | ||
Common stock value | 425 | 421 |
Common Class B | ||
Stockholder's Equity: | ||
Common stock value | $ 782 | $ 782 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs | $ 189,525 | $ 334,554 |
Preferred Stock, Shares Authorized | 4,300,000 | |
Treasury Stock, Common, Shares | 74,235 | 74,235 |
Series A Preferred Stock | ||
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 | 1,599,002 | 918,497 |
Preferred Stock, Shares Outstanding | 1,599,002 | 918,497 |
Preferred Stock, Redemption Amount | $ 39,975,050 | $ 22,962,425 |
Common Class A | ||
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 | 4,259,920 | 4,227,740 |
Common Stock, Shares, Outstanding | 4,185,685 | 4,153,505 |
Common Class B | ||
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 | 7,813,938 | 7,817,238 |
Common Stock, Shares, Outstanding | 7,813,938 | 7,817,238 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Online networks | $ 40,027,289 | $ 4,411,427 |
Television and film distribution | 15,967,507 | 13,188,560 |
Television and short-form video production | 610,356 | 10,152,020 |
Total revenue | 56,605,152 | 27,752,007 |
Less: Television & film distribution returns and allowances | (1,241,246) | (892,488) |
Net revenue | 55,363,906 | 26,859,519 |
Cost of revenue | 40,423,550 | 12,345,590 |
Gross profit | 14,940,356 | 14,513,929 |
Operating expenses: | ||
Selling, general and administrative | 22,242,032 | 10,745,235 |
Amortization | 13,293,279 | 326,988 |
Management and license fees | 5,536,390 | 2,666,907 |
Total operating expenses | 41,071,701 | 13,739,130 |
Operating (loss) income | (26,131,345) | 774,799 |
Interest income | (40,191) | (39,058) |
Interest expense | 811,017 | 388,036 |
Loss on extinguishment of debt | 350,691 | |
Acquisition-related costs | 3,968,289 | 396,793 |
(Loss) income before income taxes and preferred dividends | (31,221,151) | 29,028 |
(Benefit from) provision for income taxes | 585,000 | 874,000 |
Net loss before noncontrolling interests and preferred dividends | (31,806,151) | (844,972) |
Net loss attributable to noncontrolling interests | (134,282) | |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (31,671,869) | (844,972) |
Less: Preferred dividends | 3,304,947 | 1,112,910 |
Net loss available to common stockholders | $ (34,976,816) | $ (1,957,882) |
Net loss per common share: | ||
Basic and diluted | $ (2.92) | $ (0.16) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Class ACommon Stock | Common Class BCommon Stock | Preferred Stock | Additional Paid-in Capital | Retained (Deficit) Earnings | Treasury Stock | Subsidiary convertible Preferred Stock | Noncontrolling Interests | Total |
Balance at Dec. 31, 2017 | $ 409 | $ 786 | $ 36,584,575 | $ 9,421,619 | $ 46,007,389 | ||||
Balance (in shares) at Dec. 31, 2017 | 4,096,353 | 7,863,938 | |||||||
Shares issued to directors | $ 1 | 96,614 | 96,615 | ||||||
Shares issued to directors (in shares) | 10,452 | ||||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition | $ 7 | 731,949 | 731,956 | ||||||
Shares issued as part purchase consideration Class A shares paid for Pivotshare acquisition (in shares) | 74,235 | ||||||||
Conversion of Class B shares to Class A shares | $ 4 | $ (4) | |||||||
Conversion of Class B shares to Class A shares (in shares) | 46,700 | (46,700) | |||||||
Share based compensation - stock options | 857,073 | 857,073 | |||||||
Issuance of Preferred stock | $ 79 | 19,612,346 | 19,612,425 | ||||||
Issuance of Preferred stock (in shares) | 784,497 | ||||||||
Preferred stock issuance costs | (1,894,792) | (1,894,792) | |||||||
Dividends | (6,295,460) | (6,295,460) | |||||||
Preferred shares issued as part purchase consideration paid for Pivotshare acquisition | $ 13 | 3,434,407 | 3,434,420 | ||||||
Preferred shares issued as part purchase consideration paid for Pivotshare acquisition (in shares) | 134,000 | ||||||||
Common Stock Issuance Costs | (61,589) | (61,589) | |||||||
Purchase of treasury stock | $ (632,729) | (632,729) | |||||||
Net loss | (844,972) | (844,972) | |||||||
Balance at Dec. 31, 2018 | $ 421 | $ 782 | $ 92 | 59,360,583 | 2,281,187 | (632,729) | 61,010,336 | ||
Balance (in shares) at Dec. 31, 2018 | 4,227,740 | 7,817,238 | 918,497 | ||||||
Shares issued to directors | $ 1 | 25,000 | 25,001 | ||||||
Shares issued to directors (in shares) | 6,956 | ||||||||
Employee stock grant (in shares) | 5,258 | ||||||||
Employee stock grant | $ 1 | 41,854 | 41,855 | ||||||
Conversion of Class B shares to Class A shares (in shares) | 3,300 | (3,300) | |||||||
Share based compensation - stock options | 907,572 | 907,572 | |||||||
Share based compensation - common stock | 87,500 | 87,500 | |||||||
Issuance of Preferred stock | $ 68 | 17,012,557 | 17,012,625 | ||||||
Issuance of Preferred stock (in shares) | 680,505 | ||||||||
Preferred stock issuance costs | (1,489,706) | (1,489,706) | |||||||
Stock options exercised | $ 2 | 160,159 | $ 160,161 | ||||||
Stock options exercised (in shares) | 16,666 | 16,666 | |||||||
Dividends | (3,304,947) | $ (3,304,947) | |||||||
Crackle business combination | 11,504,511 | $ 36,350,000 | $ 521,945 | 48,376,456 | |||||
Net loss attributable to noncontrolling interest | (134,282) | (134,282) | |||||||
Net loss | (31,671,869) | (31,671,869) | |||||||
Balance at Dec. 31, 2019 | $ 425 | $ 782 | $ 160 | $ 87,610,030 | $ (32,695,629) | $ (632,729) | $ 36,350,000 | $ 387,663 | $ 91,020,702 |
Balance (in shares) at Dec. 31, 2019 | 4,259,920 | 7,813,938 | 1,599,002 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from Operating Activities: | ||
Net loss | $ (31,806,151) | $ (844,972) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,061,926 | 953,688 |
Amortization of programming costs and rights | 710,689 | 2,752,446 |
Amortization of deferred financing costs | 82,400 | 57,161 |
Amortization of fixed assets and acquired intangibles | 13,293,279 | 326,986 |
Amortization of film library | 10,182,166 | 6,459,431 |
Reserve for bad debts and returns | 2,669,699 | 1,222,032 |
Loss on debt extinguishment | 350,691 | |
Deferred income taxes | 452,000 | 373,000 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (24,489,719) | (5,989,864) |
Prepaid expenses and other current assets | (657,778) | 133,815 |
Inventory | (49,965) | 106,896 |
Programming costs and rights | (2,151,669) | (8,267,551) |
Film library | (18,093,813) | (9,142,288) |
Accounts payable, accrued expenses and other payables | 24,165,978 | 3,366,143 |
Film library acquisition obligations | 2,305,000 | 2,052,200 |
Accrued participation costs | 3,527,373 | (1,081,278) |
Other liabilities | (244,400) | 269,974 |
Deferred revenue | (6,469) | (508,531) |
Net cash used in operating activities | (18,698,763) | (7,760,712) |
Cash flows from Investing Activities: | ||
Payment for business acquisition, net of cash acquired | 190,587 | |
Increase in due from affiliated companies | (6,428,996) | (4,340,458) |
Net cash (used in) provided by investing activities | (6,428,996) | (4,149,871) |
Cash flows from Financing Activities: | ||
Proceeds from revolving credit facility from related party | 200,000 | |
Repayments of revolving credit facility from related party | (1,700,000) | |
Proceeds from commercial loan | 8,665,000 | 8,500,000 |
Repayments of commercial loan | (1,466,667) | (583,334) |
Proceeds from revolving credit facility | 5,000,000 | |
Payment of preferred stock issuance costs | (1,489,706) | (1,956,393) |
Proceeds from issuance of common stock under equity plans | 160,161 | |
Payment of deferred financing costs | (203,063) | (391,714) |
Proceeds from issuance of Series A preferred stock | 17,012,625 | 19,612,438 |
Common stock repurchases held in treasury | (632,729) | |
Dividends paid to common stockholders | (5,182,549) | |
Dividends paid to preferred stockholders | (3,304,947) | (926,363) |
Net cash provided by financing activities | 24,373,403 | 16,939,356 |
Net (decrease) increase in cash and cash equivalents | (754,356) | 5,028,773 |
Cash and cash equivalents at beginning of period | 7,201,758 | 2,172,985 |
Cash and cash equivalents at end of the period | 6,447,402 | 7,201,758 |
Supplemental data: | ||
Interest paid | 605,561 | 267,064 |
Non-cash investing activities: | ||
Noncash investing activities (Crackle Plus business combination) | $ 51,672,531 | |
Affiliated balances settled as a part of the A Sharp acquisition consideration | 8,711,109 | |
Fair value of Preferred shares issued as a part of business acquisition - Pivotshare | 3,434,486 | |
Fair value of Common A shares issued as a part of business acquisition - Pivotshare | $ 732,028 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Reconciliation of cash and cash equivalents and restricted cash per consolidated balance sheets to statements of cash flows | |||
Cash and cash equivalents | $ 6,447,402 | $ 6,451,758 | |
Restricted cash | 750,000 | ||
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 6,447,402 | $ 7,201,758 | $ 2,172,985 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1 – Description of the Business Chicken Soup for the Soul Entertainment, Inc. (the “Company”) is a Delaware corporation formed on May 4, 2016. We operate video-on-demand networks and are a leading global independent television and film distribution company with one of the largest independently owned television and film libraries. The Company operates and is managed by the Company CEO Mr. William J. Rouhana, Jr, 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 and territories worldwide. Financial Condition and Liquidity As of December 31, 2019, we had an accumulated deficit of $32.7 million and for the year ended December 31, 2019, we had a net loss of $35.0 million. We do not expect to continue to incur net losses at this level in the foreseeable future. We have evaluated our current financial condition and have determined that the losses incurred in the current year are not indicative of our ongoing operations. 2019 has been a transformative year for our Company led by the launch of our new streaming video on demand service Crackle Plus which amalgamated each of our video on demand platforms. This strategic shift in our business has made us one of the largest providers of free AVOD services in the United States and shifted our business focus. With this shift and growth, we realized significant non-recurring acquisition and transitional related expenses to integrate our Crackle Plus Network in the 2019 operating year. In addition, the Company realized a significant portion of expenses related to non-cash items including intangible amortization expenses related to our acquired business and stock compensation. These expenses accounted for 64% of our total loss for the fiscal year. The Company does not expect operating expenses will remain at this level in future periods. We believe that cash flow from operations, cash on hand, and the monetization of trade accounts receivable, together with equity and debt offerings, if necessary, should be adequate to meet our operational cash and debt service requirements (i.e., principal and interest payments) for the foreseeable future. We monitor our cash flow liquidity, availability, capital base, operational spending and leverage ratios with the long-term goal of maintaining our credit worthiness. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. 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 and estimated ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for 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 December 31, 2019 and 2018, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. Accounts Receivable Accounts receivable are stated at the amounts management expects to collect and are subsequently stated net of allowance for uncollectible accounts and video returns. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. Estimated losses resulting from uncollectible accounts are reported as bad debt expense in the consolidated statements of income. At December 31, 2019 and 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $1,889,147 and $601,500, respectively. Bad debt expense of $1,428,453 and $329,544 was recorded in the consolidated statements of operations for the year ended December 31, 2019 and 2018, respectively. Provision for returns and allowances of $1,241,246 and $892,488 was recorded in the consolidated statements of operations for the year ended December 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 net realizable value. Cost is determined by the first-in, first-out (FIFO) method. 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 produced by the Company. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a 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 because of changes in management’s future revenue estimates. Included in cost of revenue in the consolidated statements of operations for the years ended December 31, 2019 and 2018, is amortization of programming costs related to our original productions totaling $209,627 and $2,752,446, respectively. For the years ended December 31, 2019 and 2018, there were no impairment charges recorded. Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. The ultimate revenue time frame is determined based on the term of the acquisition agreement, which in most cases is ten years or more. The Company generally acquires distribution rights covering periods of ten or more years. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film vintage ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. The Company performs an annual impairment analysis for unamortized film library costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of film library costs may be required because of changes in management’s future revenue estimates. Included in cost of revenues in the consolidated statements of operations for the years ended December 31, 2019 and 2018 is amortization of film library costs totaling $10,182,166 and $6,459,431, respectively. For the years ended December 31, 2019 and 2018, there was no impairment charge recorded. Programming rights and obligations Programming rights acquired under license agreements are recorded as an asset and a corresponding liability upon commencement of the license period. The programming rights are presented at the lower of unamortized cost or estimated net realizable value on a program by program basis and amortized over the license period using the straight-line method beginning with the first month of availability. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. Included in the cost of revenues in the consolidated statements of operations for the years ended December 31, 2019 and 2018 were program rights amortization totaling $501,061 and $0, respectively. Acquisitions, Goodwill & Acquired Intangible Asset We have made and expect to continue to make selective acquisitions. The valuation of potential acquisitions is based on various factors, including specialized know-how resulting in future synergies, reputation, competitive position and service offerings of the target businesses, as well as our experience and judgment. The Company accounts for business combinations using the acquisition accounting method, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 805 “Business Combinations,” which requires the determination of the fair value of the net assets acquired including tangible assets, identified intangible assets, liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. 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. The Company continually evaluates its estimates, including the assumptions, risks, and uncertainties inherent in estimates; however, the Company cannot ensure that these estimates will be accurate. If the Company subsequently determines that the estimates are not accurate, it will be required to record an impairment charge. Considering the characteristics of AVOD and film distribution companies, the Company’s acquisitions to date did not have significant amounts of tangible assets, as the principal assets typically acquired are brands and customer relationships. 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. The Company reviews goodwill and other intangible assets with indefinite lives not subject to amortization at least annually and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable, and if so, an impairment charge is recorded. As of December 31, 2019 no indicators of impairment have been identified and thus no impairment charge has been recorded. Goodwill and 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 pursuant to the CSS License Agreement. In granting the license, CSS required an initial purchase price of $5,000,000, which approximated its costs to CSS, and was paid by the Company during 2016. The Company has recorded the initial purchase price of the license at the estimated cost to CSS. Popcornflix Film Rights and Other Assets Popcornflix film rights and other assets represents the direct-to-consumer online video service and application platform comprised of five ad-supported networks with rights to over 3,000 films and approximately 60 television series. Popcornflix is an indefinite-lived intangible and is not subject to amortization but annual impairment analysis. 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 in excess of the net assets purchased as of the initial acquisition date. Crackle The Company recorded goodwill and intangible assets in connection with the formation of Crackle Plus. The customer user base, content rights, brand value and partner agreements are presented net of accumulated amortization and have useful lives between one and seven years. 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. In performing our annual impairment review, we would first assess qualitative factors to determine whether it is “more likely than not” that the goodwill or indefinite-lived intangible assets are impaired. Qualitative factors to consider may include macroeconomic conditions, industry and market considerations, cost factors that may have a negative effect on earnings, financial performance, and other relevant entity-specific events such as changes in management, key personnel, strategy or clients, as well as pending litigation. If, after assessing the totality of events or circumstances such as those described above, we determine that it is "more likely than not" that the goodwill or indefinite-lived intangible asset is impaired, then we would be required to determine the fair value and perform the quantitative impairment test by comparing the fair value with the carrying value. Otherwise, no additional testing is required. For our 2019 and 2018 annual impairment tests, we performed a qualitative impairment assessment for our assets goodwill and other intangible assets with indefinite lives. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we have concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that their fair value was less than their carrying value; therefore, no additional testing was required. For the years ended December 31, 2019 and 2018, there was no impairment charge recorded to our goodwill and acquired intangible assets with indefinite lives. Income Taxes The Company records income taxes under the asset and liability method in accordance with FASB ASC Section 740. 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 net deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740: Income Taxes , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 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 if the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. Ad Representation Fees Payable Included in cost of revenue are fees earned by the Ad Rep Partners. Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. Related Party Transactions - Due from / to affiliated Companies The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include subsidiaries and affiliates of the Company. The financial statements and accompanying notes include disclosures of material related party agreements and transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic, 606: Revenue from contracts with customers. Online Networks Revenue from AVOD and online digital distribution platforms are recorded and invoiced when monthly activity is reported by advertisers or third-party agencies. The Company earns revenues on a cost per thousand, also called on a cost-per-mille basis (“CPM basis”) as ad impressions are run on the inventory sold to ad agencies and as ad impressions are run on the ad inventory made available to resellers. The Company considers ad agencies and resellers as customers in these transactions and therefore revenue is presented as gross receipts from the agencies and resellers. In addition, advertising representation revenues are fees that the Company earns for selling ad inventory on behalf of third-party over-the-top platforms. The Company earns revenues as placed advertisements are run on the available ad inventory of its Ad Rep Partners. Advertising representation revenues are presented as the gross receipts from advertisers and the amount remitted to the Ad Rep Partners are recorded as cost of sales. Revenue earned on the distribution of third parties’ streaming content by Pivotshare is reported on a net basis as the Company’s performance obligation is to facilitate a transaction between third party content producers and 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 consolidated statements of operations. The Company generally invoices customers in arrears on a monthly basis in accordance with the number of advertisements placed or impressions delivered during the month. The Company generally invoices customers when the right to consideration becomes unconditional and the Company has no remaining performance obligations, and as such, the only contract balances the Company recognizes are accounts receivable. Television and film distribution The Company licenses and distributes individual and 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. For theatrical releases, revenue is recorded after the theatrical release date and when box office proceeds reports are received. 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 operations. Television and short-form video production The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with FASB ASC 606: Revenue from contracts with customers and ASC 926: Entertainment – Films as amended. For episodic television programs, revenue is recognized as each episode becomes available for delivery or becomes available for broadcast, and for short-form online videos, revenue is recognized when the videos are posted to a website for viewing. Revenue from the distribution of short-form online media content is included in television and short-form video production revenue in the accompanying consolidated statements of operations. Cash advances received by the Company are recorded as deferred revenue until all the conditions of revenue recognition have been met. Share-Based Payments The Company accounts for share-based payments in accordance with FASB ASC 718: Share-based compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent third-party valuations. The Company estimates the fair value of share-based instruments using the Black-Scholes option-pricing model. All share-based awards are fulfilled with new shares of Class A common stock. For the years ended December 31, 2019 and 2018, share-based awards were issued to employees, non-employee directors 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. Total advertising costs related to theatrically released titles for the year ended December 31, 2019 and 2018 were $2,474,099 and $1,281,278, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. Acquisition-Related Costs The Company accounts for acquisition related costs in accordance with FASB ASC 805 Business combinations and expenses these costs as incurred. Acquisition-related costs primarily consists of legal, accounting, investment advisory and other consulting fees related to a transaction. Total acquisition-related costs expensed for the years ending December 31, 2019 and 2018 were $3,968,289 and $396,793, respectively. . Earnings (Loss) Per Share Basic earnings (loss) per common share is computed based on the weighted average number of shares of all classes of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding during the period increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants, Class I warrants, Class II warrants, Class III-A warrants, Class III-B warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. Client Concentration For the year ended December 31, 2019, we did not have any customers, which accounted for 10% or more of our total net revenue. For the year ended December 31, 2018, we had one customer, which accounted for 15% of our total net revenue. As of December 31, 2019, the Company had two customers that when combined accounted for 21% of gross accounts receivable. As of December 31, 2018, the Company had two customers that when combined accounted for 46% of gross accounts receivable. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recently Issued Accounting Standards In March 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-02, “Improvements to Accounting for Costs of Films and License Agreements for Program Materials.” The amendments in this ASU align the accounting for production costs of an episodic television series with the accounting for production costs of films. In addition, the ASU modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements under the current film and broadcaster entertainment industry guidance. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020, with early adoption permitted. The new guidance will be applied on a prospective basis. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808) – Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this ASU clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020 for the Company, with early adoption permitted. The new guidance should be applied retrospectively to the date of initial application of the new revenue guidance in Topic 606 (January 1, 2018 for the Company). The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020 for the Company, with early adoption permitted. The new guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 was effective for public companies’ fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach. Because the Company is an emerging growth company, adoption is not required until fiscal years beginning after December 15, 2020. The Company is currently assessing the potential impact ASU 2016-02 will have on its consolidated financial statements. The Company is currently evaluating the impact of implementation on its disclosures and consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial statements. Recently Adopted Accounting Standards In June 2018, the FASB issued ("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 on January 1, 2019 and the impact of implementation was not material. In May 2014, the FASB issued ASU 2014 09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014 09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. For public entities, this standard is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company has adopted ASU 2014 09 in the first quarter of 2019 and has applied the modified retrospective method. No adjustment was recorded to opening retained earnings given the lack of change to the Company’s accounting for revenue with contracts with customers. Refer to “Note 5 Revenue Recognition” for details of the impact and required disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination Crackle The Company consummated the creation of its Crackle Plus subsidiary on May 14, 2019. In consideration for assets contributed to Crackle Plus by CPE Holdings, Inc. (“CPEH”), a Delaware corporation and affiliate of Sony Pictures Television Inc. (“Sony”), and Crackle, Inc., a Delaware corporation and wholly owned subsidiary of CPEH (“Crackle”), Crackle Plus issued to Crackle 37,000 units of preferred equity (“Preferred Units”) and 1,000 units of common equity (“Common Units”), which are now held by CPEH. In consideration for assets contributed to Crackle Plus by the Company, Crackle Plus issued to the Company 99,000 Common Units. From May 2020 to October 2020 (“Exercise Period”), CPEH will have the right to either convert its Preferred Units into Common Units of Crackle Plus or require us to purchase all, but not less than all, of its interest in Crackle Plus (“Put Option”). We may elect to pay the put option in cash or through the issuance of Series A Preferred Stock using a price per share of $25. Subject to certain limitations, in the event that CPEH hasn’t converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period. As additional consideration to CPEH, the Company issued to CPEH warrants to purchase (a) Eight Hundred Thousand (800,000) shares of the Class A common stock of the Company at an exercise price of $8.13 per share (the “CSSE Class I Warrants”), (b) warrants to purchase One Million Two Hundred Thousand (1,200,000) shares of the Class A common stock of the Company at an exercise price of $9.67 per share, (the “CSSE Class II Warrants”); (c) warrants to purchase Three Hundred Eighty Thousand (380,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-A Warrants”); and (d) warrants to purchase One Million Six Hundred Twenty Thousand (1,620,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-B Warrants”). All the CSSE Warrants have a five-year term commencing on the closing and are exercisable at any time and from time to time during such term. The Crackle Plus transaction was accounted for as a purchase of a business in accordance with FASB ASC 805, Business Combinations and the aggregate purchase price consideration of $51,672,531 has been allocated to assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,360,667 Prepaid expenses 892,200 Programming Rights 1,155,363 Goodwill 18,911,027 Brand Value 18,807,004 Customer User Base 21,194,641 Content Rights 1,708,270 Partner Agreements 4,005,714 Assets acquired 72,034,886 Accounts payable and accrued expenses (13,061,494) Programming Obligations (7,300,861) Liabilities assumed (20,362,355) Total purchase consideration $ 51,672,531 In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected growth rates, and estimated discount rates. The amount related to other intangible assets represents the estimated fair values of the brand (trademark), customer user base, content rights, and partner agreements. These long-lived assets are being amortized on a straight-line basis over their estimated useful lives of 16-84 months. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the intangible assets acquired that do not qualify for separate recognition. The Company recorded $18.9 million of goodwill in connection with the Crackle Plus transaction. The fair values of assets acquired, and liabilities assumed were based upon preliminary valuations performed for the preparation of the pro forma financial information and are subject to the final valuations. These estimates and assumptions are subject to change within the measurement period as additional information is obtained. A decrease in the fair value of the assets acquired or liabilities assumed in the Crackle Plus transaction from the preliminary valuations presented would result in dollar for dollar corresponding increase or decrease, as applicable, in the amount of goodwill resulting from the transaction. In addition, if the value of the other intangible assets is higher than the amount included in these unaudited condensed consolidated financial statements, it may result in higher amortization expense than is presented herein. Any such increases could be material and could result in the Company’s actual future financial condition or results of operations differing materially from that presented herein. As permitted, the final determination of these estimated fair values will be completed as soon as possible but no later than one year from the acquisition date when the Company has completed the detailed valuations and calculations. Purchase Price Consideration Allocation: Fair Value of Crackle Preferred Units $ 36,350,000 Fair Value of Warrants in CSSE 10,899,204 Fair Value of Put Option 4,423,327 Total Estimated Purchase Price $ 51,672,531 The purchase price paid by the Company reflects the total consideration given in return for the ownership share available to CPEH in the entity. Consideration given has been calculated at the fair market value of the Crackle Plus Preferred Units; the four CSSE tranches of warrants and the Put Option. The Company valued the securities based on the terms of the Contribution Agreement and the use of the Black Scholes model valuation technique on each of the respective components as follows, 1. The Preferred Units have a stated value at the time of the acquisition of $36.35 million, as set forth in the Crackle Plus Operating Agreement; 2. The four (4) tranches of CSSE warrants were individually valued based on the Black Sholes valuation model using their respective terms and strike prices (ranging from a 5% to 50% premium over the initial market price of $7.74). Each tranche used a volatility of 58% and a 5-year risk free rate of 2.2%; 3. The Put Option was valued via the Black-Sholes valuation model assuming an initial price of $36.35 million, strike price of $40M, volatility of 17% and term of 1.5 years reflecting the latest time the Put Option could be exercised or triggered. All consideration transferred has been determined to represent equity-classified contingent consideration and has been measured at fair value as of the acquisition date. Equity-classified contingent consideration is not remeasured following the acquisition date, and its subsequent settlement is accounted for within equity. The equity classification has been determined based on the terms of the transaction. The Company’s consolidated statement of operations include gross revenue of approximately $38.5 million, gross profit of $10.9 million and net loss of $12 million, from Crackle’s operations from the date of acquisition on May 15, 2019 through December 31, 2019. On a combined proforma basis (unaudited), assuming the acquisition of Crackle occurred on January 1, 2018, proforma combined consolidated gross revenue, gross profit, and net (loss)/income for the years ending 2019 and 2018 would have resulted in approximately $79.3 million, $24.0 million and $(26.5) million and $92.6 million, 44.4 million and $0.2 million, respectively. Proforma results exclude the effects of non-recurring acquisition related expenses and any future integration costs or savings. Unaudited proforma combined information is not necessarily indicative of results that would have been achieved had the Company controlled Crackle’s operations during the periods presented or the results that the Company will experience going forward. A Plus Effective December 28, 2018, we completed the acquisition of 100% of the outstanding capital stock of A Sharp Inc. (d/b/a “A Plus”). A Plus is a digital media company that develops and distributes high-quality, empathetic short-form videos and articles to millions of people worldwide, with an emphasis on positive journalism and social change. A Plus was founded by and is chaired by renowned actor and investor, Ashton Kutcher. Pursuant to the SPA, we acquired all of the outstanding capital stock of A Plus, an affiliate of ours, for an aggregate purchase price of $15 million, which was paid as follows: (a) an aggregate of 350,299 shares of Class A common stock, (b) an offset of $8.7 million to amounts due pursuant to the intercompany cash management system and (c) reduction of approximately $3.3 million of advances owed by A Plus to the Company. Prior to the acquisition, A Plus was majority owned by an affiliate of our parent company, Chicken Soup for the Soul, LLC (“CSS”). In September 2016, we entered into a distribution agreement with A Plus (the “A Plus Distribution Agreement”), pursuant to which we received the exclusive worldwide rights to distribute all video content (in any and all formats) and all editorial content (including articles, photos and still images) created, produced, edited or delivered by A Plus. Under the terms of the Distribution Agreement, we received a net distribution fee equal to 40% of gross revenue generated by the distribution of the A Plus video content. As a result of the acquisition, A Plus is now a wholly owned subsidiary of our Company, and the A Plus Distribution Agreement has been terminated, resulting in our retention of 100% of the revenues generated by A Plus and projected cost savings. The acquisition of A Plus is expected to have a material positive impact on the Company’s consolidated financial position, results of operations and cash flows. The Purchase Price otherwise payable by the Company was reduced by approximately $3.3 million of advances owed by A Plus to the Company. The balance of the cash portion of the purchase price was used to reduce all open amounts under the intercompany cash management account. Any excess amount that may be due to CSS will be deferred and will be carried in the intercompany cash management system until amortized in accordance with prior practice. The Company accounted for its acquisition of A Plus in accordance with ASC Subtopic 805‑50, “Transactions between entities under common control”. All net assets have been transferred at their carrying amounts at the date of transfer and financial statements of the have been restated to reflect the transaction from the date of common ownership. The consolidated financial statements have been restated as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Thus, the consolidated results of operations for the period comprise those of the previously separate entities combined from the beginning of the earliest period presented. Financial statements and financial information presented for prior years have been retrospectively adjusted to furnish comparative information as required. All comparative information in prior years have been adjusted for periods during which the entities were under common control. The effects of intra-entity transactions on current assets, current liabilities, revenue, and cost of sales for periods presented and on retained earnings at the beginning of the periods presented have been eliminated where applicable. Pivotshare Effective August 22, 2018, the Company completed the acquisition of all the outstanding capital stock of Pivotshare for approximately $258,000 in cash, the issuance of 134,000 shares of Series A preferred stock valued at $3.4 million and the issuance of 74,235 shares of Class A common stock valued at $731,957. A portion of the Series A preferred stock and the Class A common stock included in the Purchase Price were held in escrow for noncompete and indemnification obligations of Pivotshare and its stockholders. Pivotshare is the developer and owner of a global subscription-based video on-demand service (“SVOD”) offering channels online across a variety of categories including music, sports, religion, arts and culture, lifestyle and family. Content on most of those channels is owned and provided by third-party content publishers in accordance with terms of the Pivotshare Publishers Agreements. The acquisition was accounted for as a purchase of a business in accordance with ASC 805 Business Combinations, and the aggregate purchase price consideration of $4.3 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,239 Other current assets 11,917 Property and equipment, net 7,771 Deferred tax asset 407,000 Other assets 29,138 Intangibles 2,820,410 Goodwill 1,300,319 Assets acquired 4,581,794 Accounts payable and accrued expenses (98,325) other current liabilities (472,693) Liabilities assumed (571,018) Total purchase consideration, less cash acquired $ 4,010,776 Purchase Price Consideration Allocation: Cash consideration $ 257,758 Equity consideration - Class A common stock 731,957 Equity consideration - Series A Preferred Stock 3,350,000 Purchase price consideration 4,339,715 Less: cash acquired (328,939) Total Estimated Purchase Price $ 4,010,776 The fair value of Pivotshare’s installed customer base as well as its former chief executive officers non-compete agreement, were the most significant assets recorded from the acquisition of Pivotshare. In determining the fair value of the installed customer base, the independent third-party appraiser utilized a traditional Customer Life Value (CLV) model. This model took into account average revenue per customer, margins and customer churn rate. In determining the fair value of the former chief executive officers noncompete agreement, the appraiser calculated the value of the securities held in escrow to secure the non-compete. Aggregate acquisition-related costs related to the Purchase, including legal fees, accounting fees and investment advisory fees were approximately $267,305 and were recognized as expenses in the consolidated statements of operations for the year ended December 31, 2018. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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 licensing of content and delivery of online advertisements on our owned and operated VOD platforms, the distribution of film content and production of episodic television series. 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. Sales tax, value added tax, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue. The following tables disaggregates our revenue by major operating area (Line of Business): Year Ended December 31, % of 2019 % of revenue 2018 revenue Revenue: Online networks $ 40,027,289 % $ 4,411,427 % Television and film distribution 15,967,507 % 13,188,560 % Television and short-form video production 610,356 % 10,152,020 % Total revenue 56,605,152 % 27,752,007 % Less: returns and allowances (1,241,246) % (892,488) % Net revenue $ 55,363,906 % $ 26,859,519 % Online Networks In this business area, we distribute and exhibit VOD content directly to consumers across all digital platforms, such as connected TV’s, smartphones, tablets, smart TVs, gaming consoles and the web through our subsidiaries and operate AVOD networks including Crackle, Popcornflix® and others. We generate advertising revenues primarily by delivering video advertisements to our streaming viewers. We also distribute our own and third-party owned content to end viewers on our SVOD network Pivotshare. Revenue from online digital distribution and VOD platforms in our Online Networks business area are recorded over time as advertisements are delivered and when monthly activity is reported by advertisers. 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. The Company licenses and distributes individual and 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 operations. 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 advertisements placed on CSSE properties, films distributed and show productions 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 year ended December 31, 2019 and 2018, respectively. 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: December 31, December 31, 2019 2018 Contract Assets $ 34,661,119 $ 12,841,099 Contract Liabilities $ — $ 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. 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 or 60 days. The term between invoicing and when payment is due is not significant. 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 or collections. 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 December 31, 2019 and 2018, was $0 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 year ended December 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. Practical expedients The Company has elected to use the practical expedient under the relevant accounting guidance to omit disclosure of remaining (or partially unsatisfied) performance obligations as the related contracts have an original expected duration of one year or less. The Company has elected to use the practical expedient under the relevant accounting guidance to expense sales commissions as incurred because the amortization period is generally one year or less. These commission costs are recorded within Selling, general and administrative expenses. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 6 – Share-Based Compensation Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to one million common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan. The Company recognized these stock options at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the year ended December 31, 2019 and 2018, the Company recognized $907,572 and $857,073, respectively, of non-cash share-based compensation expense in selling, general and administrative expense in the condensed consolidated statement of operations. Stock options activity as of December 31, 2019 is as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Total outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Granted 490,000 8.30 4.15 — Forfeited (103,334) 9.66 3.47 — Exercised (16,666) 9.61 2.99 — Expired — — — — Outstanding at December 31, 2019 1,032,500 $ 7.73 3.33 $ 576,000 Vested and exercisable at December 31, 2019 687,917 $ 7.37 2.59 $ 561,375 As of December 31, 2019, the Company had unrecognized pre-tax compensation expense of $1,430,101 related to non-vested stock options under the Plan of which $788,468, $582,347 and $59,286 will be recognized in 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: Year Ended December 31, Weighted Average Assumptions: 2019 2018 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 57.1 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.10 % Exercise price per stock option $ 7.73 $ 7.52 Market price per share $ 7.27 $ 6.80 Weighted average fair value per stock option $ 3.51 $ 3.26 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 FASB 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, employees and non-employee executive producers that provide services to the Company. The value is based on the market price of the stock on the date granted and amortized over the vesting period. For the year end ended December 31, 2019 and 2018, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $154,354 and $96,615, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7 – Earnings (Loss) Per Share A reconciliation of shares used in calculating basic and diluted per share data is as follows: Year Ended December 31, 2019 2018 Net loss available to common stockholders $ (34,976,816) $ (1,957,882) Basic weighted-average shares outstanding 11,987,292 11,944,528 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* 11,987,292 11,944,528 Loss per share: Basic and diluted $ (2.92) $ (0.16) * For the year ended December 31, 2019 and 2018 common stock equivalents totaling 261,328 and 239,702, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs
Programming Costs | 12 Months Ended |
Dec. 31, 2019 | |
Entertainment [Abstract] | |
Programming Costs | Note 8 – Programming Costs Programming costs, net of amortization, consists of the following: December 31, December 31, 2019 2018 Released, net of accumulated amortization of $9,682,935 and $9,473,308, respectively $ 11,571,785 $ 11,418,244 In production 991,277 17,099 In development 1,896,209 1,355,146 $ 14,459,271 $ 12,790,489 Programming costs consists primarily of episodic television programs which are available for distribution through a variety of platforms, including Crackle. Amounts capitalized include development costs, production costs and employee salaries. Costs to create episodic programming are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation. During the years ended December 31, 2019 and 2018 the Company recognized amortization related to episodic television programs of $209,627 and $2,752,446, respectively. During the years ended December 31, 2019 and 2018, we did not record any impairments related to our programming costs. |
Film Library
Film Library | 12 Months Ended |
Dec. 31, 2019 | |
Film Costs [Abstract] | |
Film Library | Note 9 – Film Library Film library costs, net of amortization, consists of the following: December 31, December 31, 2019 2018 Acquisition costs $ 48,846,483 $ 33,176,802 Accumulated amortization (15,596,334) (7,838,300) Net film library costs $ 33,250,149 $ 25,338,502 Film library consists primarily of the cost of acquiring film distribution rights and related acquisition and accrued participation costs. Costs related to film distribution rights are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenue expected to be recognized from various forms of exploitation. During the years ended December 31, 2019 and 2018 the Company recognized film library amortization of $10,182,166 and $6,459,431, respectively. During the years ended December 31, 2019 and 2018, we did not record any impairments related to our film library. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 10 – Intangible Assets and Goodwill Indefinite lived Intangible assets, consists of the following: December 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 Amortizable intangible assets, consists of the following: December 31, December 31, 2019 2018 Acquired customer base, net $ 1,660,425 $ 2,118,473 Non-compete agreement, net 287,175 463,898 Website development, net 259,510 389,266 Crackle Plus Customer User Base, net 11,259,653 — Crackle Plus Content Rights, net 1,352,381 — Crackle Brand Value, net 17,127,807 — Crackle Plus Partner Agreements, net 3,505,000 — $ 35,451,951 $ 2,971,637 Amortization expense was $13,235,315 and $326,986 for the years ended December 31, 2019 and 2018, respectively. Goodwill consists of the following: December 31, December 31, 2019 2018 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 — $ 21,448,106 $ 2,537,079 There was no impairment related to goodwill and intangible assets for the years ended December 31, 2019 and 2018. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 11 – Long-term Debt Commercial Loan On August 22, 2019, the Company, entered into an amended and restated loan with Patriot Bank, N.A. Under the Amended and Restated Loan Agreement, the Company’s outstanding $5,000,000 term loan and $3,500,000 line of credit were consolidated and combined into a term loan in the principal amount of $16,000,000 (the Commercial Loan”). As a result, the Company recognized a loss on extinguishment of $350,691 for the year ended December 31, 2019. The Commercial Loan is evidenced by a consolidated, amended and restated term promissory note. Subject to the terms of the Note, the Commercial Loan bears interest, payable monthly in arrears, at a fixed rate of 5.75% per annum. The outstanding principal amount of the Commercial Loan is repayable in consecutive monthly installments in equal amounts of $266,667, commencing on October 1, 2019 and continuing on the same date of each subsequent month thereafter during the term of the Commercial Loan. The Commercial Loan matures on September 1, 2024. Pursuant to the Amended and Restated Loan Agreement, at closing the Company paid to Patriot Bank, N.A. an aggregate of approximately $179,000, representing a commitment fee of $85,000, a payment of $25,556 of interest due on the Commercial Loan for the 9 days of the month of August 2019 and $68,090 in fees paid to Patriot Bank’s counsel. Revolving Credit Facility On October 11, 2019, the Company consummated the creation of the majority owned subsidiary Landmark Studio Group. Through and in connection with the created subsidiary, Landmark Studio Group, the Company entered into a Revolving Credit Facility (“Revolving Credit Facility”) with Cole Investments VII, LLC. The Revolving Credit Facility consists of a revolving line of credit in the amount of $5,000,000 and bears interest of 8% per annum. The outstanding principal is repayable in full on October 10, 2022, the maturity date. At the option of the lender, the loan is repayable in cash or additional equity in the subsidiary. The loan is not collateralized by any assets of the Company. Long-term debt for the periods presented was as follows: December 31, December 31, 2019 2018 Commercial Loan $ 15,200,000 $ 4,416,667 Revolving Credit Facility 5,000,000 — Revolving Line of Credit — 3,500,000 Total Debt 20,200,000 7,916,667 Less: debt issuance costs 189,525 334,554 Less: current portion 3,200,000 1,000,000 Total long-term debt $ 16,810,475 $ 6,582,113 The Amended and Restated Loan Agreement includes customary financial covenants, restrictions and interest rate governors including delivery of financial statements, maintaining an account at Patriot Bank, N.A. with an average balance of $2,500,000 in any trailing 90-day period or the interest rate will increase by 0.50% and maintain a minimum debt service coverage ratio of 1.25 to 1.0. The Company did not maintain the average balance of $2,500,000 with Patriot Bank N.A. during the 90-day period ending December 31, 2019. The Company has a 30-day cure period to comply with the covenant or the interest rate will increase 0.50%. There is no event of default related to the aforementioned covenant. The Company was in compliance with all other covenants as of December 31, 2019. As of December 31, 2019, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Year Ended December 31, Amount 2020 3,200,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 20,200,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 12 – Stockholders’ Equity Class A and B Common Stock The Company is authorized to issue 70,000,000 shares of Class A common stock, par value $0.0001 (“Class A Stock”), 20,000,000 shares of Class B common stock, par value $.0001 (“Class B Stock”). and 10,000,000 shares of preferred stock, par value $.0001, of which 4,300,000 shares are designated Series A preferred stock. As of December 31, 2019, and 2018, the Company had 4,185,685 and 4,153,505 shares of Class A Stock outstanding, respectively and 7,813,938 and 7,817,238 shares of Class B Stock outstanding, respectively. Each holder of Class A Stock is entitled to one vote per share while holders of Class B Stock are entitled to ten votes per share. The Company declared a special one-time dividend of $0.45 per share on shares of Class A and Class B common stock to holders of record of such stock as of August 6, 2018. The special one-time dividend totaling approximately $5.2 million was paid on August 10, 2018. As a result of the special one-time dividend, a payment of approximately $3.4 million was made to CSS as a holder of Class B common stock. No dividends on our common stock were declared during the year ended December 31, 2019. On March 27, 2018, the board of directors of the Company approved a stock repurchase program (the “Repurchase Program”) that enables the Company to repurchase up to $5.0 million of its Class A common stock prior to April 30, 2020. During the year ended December 31, 2019 and 2018 the Company has repurchased 0 and 74,235 shares of its Class A common stock pursuant to the Repurchase Program at a cost of approximately $0 and $633,000, respectively. Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, of which 4,300,000 is designated 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $.0001 (“Series A Preferred Stock”). At December 31, 2019 and 2018, the Company had 1,599,002 and 918,497 shares of Series A Preferred Stock outstanding, respectively. Holders of the Series A Preferred Stock will receive cumulative cash dividends at a rate of 9.75% per annum, as and when declared by the board of directors. Holders of Series A Preferred Stock generally have no voting rights except for the right to add two members to the board of directors if dividends payable on the outstanding Series A Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods. The Series A Preferred Stock is not convertible into common stock of the Company. If the Company liquidates, dissolves or winds up, holders of the Series A Preferred stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends before any payment is made to the holders of the Company’s Class A and Class B common stock. The Series A Preferred Stock is not redeemable by the Company prior to June 27, 2023 except upon the occurrence of a change in control which the Company, at its option, may redeem the Series A Preferred Stock, in whole or in part, within 120 days after the change in control, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. After June 27, 2023, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. The Company has made all dividend payments and there are no unpaid cumulative dividends. Subsidiary convertible preferred stock The subsidiary convertible preferred stock represents the equity attributable to the noncontrolling interest holder as a part of the Crackle Plus business combination. Given the terms of the transaction, the noncontrolling interest holder has the right to convert their Preferred Units in Crackle Plus into Common Units representing common ownership of 49% in Crackle Plus or into Series A Preferred Stock of the Company. Based on the terms of the transaction agreement, the noncontrolling interest in Crackle Plus is convertible into equity. Noncontrolling interest Noncontrolling interests represents a 1% equity interest in the consolidated subsidiary Crackle Plus. The noncontrolling interests are presented as a component of equity and the proportionate share of net income (loss) attributed to the noncontrolling interests is recorded in results of operations. Changes in noncontrolling interests that do not result in a loss of control are accounted for in equity. Gains and losses from the changes in noncontrolling interests that result in a loss of control are recorded in results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company’s current and deferred income tax provision are as follows: Year Ended December 31, 2019 2018 Current provision (benefit): Federal $ — $ 4,000 States 133,000 90,000 Total current provision 133,000 94,000 Deferred provision: Federal 333,000 575,000 States 119,000 205,000 Total deferred provision 452,000 780,000 Total provision for income taxes $ 585,000 $ 874,000 The provision for income taxes is different from amounts computed by applying the U.S. statutory rates to consolidated earnings (loss) before taxes. The significant reason for these differences is as follows: Year Ended December 31, 2019 2018 Expected tax provision -- Income taxes computed at Federal statutory rate $ (6,654,000) $ 6,000 Increase (decrease) in tax expense resulting from: Gain on asset contribution 782,000 — Crackle amortization 2,769,000 — State and local taxes 276,000 276,000 Programming costs (41,000) (1,384,000) Acquisition-related costs 887,000 116,000 Share-based compensation - incentive plan 286,000 237,000 Film library 341,000 1,620,000 Allowance for doubtful accounts 348,000 — Other 28,000 3,000 Increase in valuation allowance 1,563,000 — Actual tax provision $ 585,000 $ 874,000 Deferred income taxes reflect the “temporary differences” between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of the deferred tax assets and liabilities are as follows: December 31, December 31, 2019 2018 Deferred Tax Assets: Net operating loss carry-forwards $ 9,680,000 $ 3,022,000 Acquisition-related costs 723,000 663,000 Film library and other intangibles 3,769,000 427,000 Deferred state taxes 34,000 157,000 Less: valuation allowance (11,243,000) (719,000) Total Deferred Tax Assets $ 2,963,000 $ 3,550,000 Deferred Tax Liabilities: Programming costs 2,820,000 2,779,000 Other assets 143,000 319,000 Total Deferred Tax Liabilities $ 2,963,000 $ 3,098,000 Net deferred tax asset $ — $ 452,000 The Company and its subsidiaries have combined net operating losses of approximately $35,951,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $25,106,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company. 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. Additionally, the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of the Company’s 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 increased by $10,524,000 and $609,000 for the years ended December 31, 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions Affiliate Resources and Obligations The Company has agreements with CSS and affiliated companies that provide the Company with access to important assets and resources including key personnel. The assets and resources provided are included as a part of a management services and a license agreement. A summary of the relevant ongoing agreements is as follows: Management Services Agreement The Company is a party to a Management Services Agreement with CSS (the “Management Agreement”). Under the terms of the Management Agreement, the Company is provided with the operational expertise of the CSS companies’ personnel, including its chief executive officer, chief financial officer, chief accounting officer, chief strategy officer, and senior brand advisor, and with other services, including accounting, legal, marketing, management, data access and back office systems. The Management Agreement also requires CSS to provide headquarter office space and equipment usage. Under the terms of the Management Agreement, the Company pays a quarterly fee to CSS equal to 5% of the net revenue as reported under GAAP for each fiscal quarter. For the years ended December 31, 2019 and 2018, the Company recorded management fee expense of $2,768,195 and $532,820, respectively, payable to CSS. The term of the Management Agreement is five years, with automatic one-year renewals thereafter unless either party elects to terminate by delivering written notice at least 90 days prior to the end of the then current term. The Management Agreement is terminable earlier by either party by reason of certain prescribed and uncured defaults by the other party. The Management Agreement will automatically terminate in the event of the Company’s bankruptcy or a bankruptcy of CSS or if the Company no longer has licensed rights from CSS under the License Agreement described below. License Agreement and Marketing Support Fee The Company is a party to a trademark and intellectual property license agreement with CSS (the “License Agreement”). Under the terms of the License Agreement, the Company has been granted a perpetual, exclusive license to utilize the Brand and related content, such as stories published in the Chicken Soup for the Soul books, for visual exploitation worldwide. Under the License Agreement, the Company pays a license fee to CSS equal to 4% of net revenue for each fiscal quarter. In addition, CSS provides marketing support for the Company’s productions through its email distribution, blogs and other marketing and public relations resources. The Company pays a quarterly fee to CSS for those services equal to 1% of net revenue as reported under GAAP for each fiscal quarter for such support. For the years ended December 31, 2019 and 2018, the Company recorded a combined license and marketing support fee expense of $2,768,195 and $532,820, respectively, payable to CSS. Due from Affiliated Companies 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 to fulfill joint liquidity needs and business initiatives. Settlements fluctuate period over period due to timing of liquidity needs. As of December 31, 2019, the Company is owed $7,642,432 and $1,213,436, respectively, from affiliated companies primarily CSS. Promotions License Agreement The Company entered into a Promotions License Agreement with One Last Thing (“OLT”) in 2018 under which the Company paid $100,000 for the right to integrate certain products into a feature film produced by OLT, such amount being recoupable from the gross revenue of such film. OLT is controlled by the son of the Company’s chairman and chief executive officer. The payment of $100,000 is included in programming costs in the accompanying consolidated balance sheet as of December 31, 2019. The Company also has agreements to provide management services to consolidated subsidiaries which have non-controlling interest holders. As these subsidiaries are controlled by the Company and consolidated for financial reporting purposes any revenues generated and fees incurred are eliminated in consolidation. A summary of the relevant ongoing agreements is as follows: Crackle Plus Management Services Agreement We provide management services to Crackle Plus, including property management, back-office support, accounting, tax, legal and financial services (including strategic financial planning) and technology resources and support for a quarterly fee equal to five percent (5%) of Crackle Plus’s gross revenues, subject to adjustment after the first year. Landmark Studios Group Management Services Agreement We provide management services to Landmark Studio Group, including property management, back-office support, accounting, tax, legal and financial services (including strategic financial planning) and technology resources and support for a quarterly fee equal to five percent (5%) of Landmark Studio Group’s gross revenues. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Operating Leases We are obligated under non-cancellable lease agreements for certain facilities and services, which frequently include renewal options and escalation clauses. For leases that contain predetermined fixed escalations, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and amounts payable under the lease as lease obligations. Lease obligations due within one year are included in accounts payable and accrued expenses on our Consolidated Balance Sheets. These leases expire at various points through 2031. Rent expense related to these leases was $452,000 and $425,688 for the years ended December 31, 2019 and 2018, respectively. The Company does not record rent expense for its Connecticut office as it is included under the Management Agreement with CSS The Company is contingently liable for a standby letter of credit in connection with its office lease agreement in the amount of $129,986 as of December 31, 2019. Future minimum payments under non-cancelable operating lease agreements as of December 31, 2019 were as follows: Year Ended December 31, Amount 2020 5,964,411 2021 7,136,682 2022 4,011,272 2023 1,269,773 2024 1,295,168 2025 - 2031 8,862,909 Total minimum lease payments $ 28,540,215 Legal and Other Matters We may be involved in various legal proceedings and litigation arising in the ordinary course of business. While any legal proceeding or litigation has an element of uncertainty, management believes the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 16 – Segment and Geographic Information The Company’s reportable segments have been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment, the production and distribution of video content, and currently operates in the United States and internationally. Net revenue generated in the United States accounted for approximately 99% and 99% of total net revenue for the years ended December 31, 2019 and 2018, respectively. Remaining net revenue was generated in the rest of the world. 100% of total consolidated long-lived assets are based in the United States. |
Client Concentration
Client Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Client Concentration | Note 17 – Client Concentration The list of our customers changes periodically. Our largest customers accounted for the following percentages of total net revenue: Year Ended December 31, 2019 2018 Customer A — % 15 % Our largest customers accounted for the following percentages of total gross accounts receivable: Year Ended December 31, Accounts Receivable 2019 2018 Customer A 11 % 32 % Customer B 10 % 14 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note Series A Preferred Stock Dividends We have declared monthly cash dividends of $0.2031 per share on our Series A preferred stock to holders of record as of January 31, 2020, February 29, 2020, and March 31, 2020. The monthly dividend for January was paid on February 15, 2020, the monthly dividend for February was paid on March 15, 2020, and the monthly dividend for March is expected to be paid on April 15, 2020. The total dividends declared and paid through March 2020 was approximately $974,272. COVID-19 The impact that the recent COVID-19 outbreak will have on our consolidated results of operations is uncertain. The Company will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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 and estimated ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for 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 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 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At December 31, 2019 and 2018, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amounts management expects to collect and are subsequently stated net of allowance for uncollectible accounts and video returns. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. Estimated losses resulting from uncollectible accounts are reported as bad debt expense in the consolidated statements of income. At December 31, 2019 and 2018, accounts receivable is presented net of allowance for doubtful accounts and video returns of $1,889,147 and $601,500, respectively. Bad debt expense of $1,428,453 and $329,544 was recorded in the consolidated statements of operations for the year ended December 31, 2019 and 2018, respectively. Provision for returns and allowances of $1,241,246 and $892,488 was recorded in the consolidated statements of operations for the year ended December 31, 2019 and 2018, respectively. |
Inventory | Inventory Inventory consists of DVD films held for resale to wholesale and retail customers. Inventory is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (FIFO) method. When the net realizable value falls below its cost, a provision for write-downs is recorded. |
Programming Costs | Programming Costs Programming costs include the unamortized costs of completed, in-process, or in-development long-form and short-form video content produced by the Company. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a 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 because of changes in management’s future revenue estimates. Included in cost of revenue in the consolidated statements of operations for the years ended December 31, 2019 and 2018, is amortization of programming costs related to our original productions totaling $209,627 and $2,752,446, respectively. For the years ended December 31, 2019 and 2018, there were no impairment charges recorded. |
Film Library | Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. The ultimate revenue time frame is determined based on the term of the acquisition agreement, which in most cases is ten years or more. The Company generally acquires distribution rights covering periods of ten or more years. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film vintage ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. The Company performs an annual impairment analysis for unamortized film library costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of film library costs may be required because of changes in management’s future revenue estimates. Included in cost of revenues in the consolidated statements of operations for the years ended December 31, 2019 and 2018 is amortization of film library costs totaling $10,182,166 and $6,459,431, respectively. For the years ended December 31, 2019 and 2018, there was no impairment charge recorded. |
Programming rights and obligations | Programming rights and obligations Programming rights acquired under license agreements are recorded as an asset and a corresponding liability upon commencement of the license period. The programming rights are presented at the lower of unamortized cost or estimated net realizable value on a program by program basis and amortized over the license period using the straight-line method beginning with the first month of availability. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. Included in the cost of revenues in the consolidated statements of operations for the years ended December 31, 2019 and 2018 were program rights amortization totaling $501,061 and $0, respectively. |
Acquisitions, Goodwill & Acquired Intangible Assets | Acquisitions, Goodwill & Acquired Intangible Asset We have made and expect to continue to make selective acquisitions. The valuation of potential acquisitions is based on various factors, including specialized know-how resulting in future synergies, reputation, competitive position and service offerings of the target businesses, as well as our experience and judgment. The Company accounts for business combinations using the acquisition accounting method, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 805 “Business Combinations,” which requires the determination of the fair value of the net assets acquired including tangible assets, identified intangible assets, liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. 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. The Company continually evaluates its estimates, including the assumptions, risks, and uncertainties inherent in estimates; however, the Company cannot ensure that these estimates will be accurate. If the Company subsequently determines that the estimates are not accurate, it will be required to record an impairment charge. Considering the characteristics of AVOD and film distribution companies, the Company’s acquisitions to date did not have significant amounts of tangible assets, as the principal assets typically acquired are brands and customer relationships. 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. The Company reviews goodwill and other intangible assets with indefinite lives not subject to amortization at least annually and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable, and if so, an impairment charge is recorded. As of December 31, 2019 no indicators of impairment have been identified and thus no impairment charge has been recorded. Goodwill and 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 pursuant to the CSS License Agreement. In granting the license, CSS required an initial purchase price of $5,000,000, which approximated its costs to CSS, and was paid by the Company during 2016. The Company has recorded the initial purchase price of the license at the estimated cost to CSS. Popcornflix Film Rights and Other Assets Popcornflix film rights and other assets represents the direct-to-consumer online video service and application platform comprised of five ad-supported networks with rights to over 3,000 films and approximately 60 television series. Popcornflix is an indefinite-lived intangible and is not subject to amortization but annual impairment analysis. 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 in excess of the net assets purchased as of the initial acquisition date. Crackle The Company recorded goodwill and intangible assets in connection with the formation of Crackle Plus. The customer user base, content rights, brand value and partner agreements are presented net of accumulated amortization and have useful lives between one and seven years. 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. In performing our annual impairment review, we would first assess qualitative factors to determine whether it is “more likely than not” that the goodwill or indefinite-lived intangible assets are impaired. Qualitative factors to consider may include macroeconomic conditions, industry and market considerations, cost factors that may have a negative effect on earnings, financial performance, and other relevant entity-specific events such as changes in management, key personnel, strategy or clients, as well as pending litigation. If, after assessing the totality of events or circumstances such as those described above, we determine that it is "more likely than not" that the goodwill or indefinite-lived intangible asset is impaired, then we would be required to determine the fair value and perform the quantitative impairment test by comparing the fair value with the carrying value. Otherwise, no additional testing is required. For our 2019 and 2018 annual impairment tests, we performed a qualitative impairment assessment for our assets goodwill and other intangible assets with indefinite lives. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we have concluded that for each of our assets subject to the qualitative assessment, it is not “more likely than not” that their fair value was less than their carrying value; therefore, no additional testing was required. For the years ended December 31, 2019 and 2018, there was no impairment charge recorded to our goodwill and acquired intangible assets with indefinite lives. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method in accordance with FASB ASC Section 740. 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 net deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740: Income Taxes , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 2019 and 2018, the Company did not have any unrecognized tax benefits or liabilities. |
Long-Lived Assets | 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 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 if the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. |
Ad Representation Fees Payable | Ad Representation Fees Payable Included in cost of revenue are fees earned by the Ad Rep Partners. |
Accrued Participation Costs | Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. |
Related Party Transactions - Due from / to affiliated Companies | Related Party Transactions - Due from / to affiliated Companies The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include subsidiaries and affiliates of the Company. The financial statements and accompanying notes include disclosures of material related party agreements and transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic, 606: Revenue from contracts with customers. Online Networks Revenue from AVOD and online digital distribution platforms are recorded and invoiced when monthly activity is reported by advertisers or third-party agencies. The Company earns revenues on a cost per thousand, also called on a cost-per-mille basis (“CPM basis”) as ad impressions are run on the inventory sold to ad agencies and as ad impressions are run on the ad inventory made available to resellers. The Company considers ad agencies and resellers as customers in these transactions and therefore revenue is presented as gross receipts from the agencies and resellers. In addition, advertising representation revenues are fees that the Company earns for selling ad inventory on behalf of third-party over-the-top platforms. The Company earns revenues as placed advertisements are run on the available ad inventory of its Ad Rep Partners. Advertising representation revenues are presented as the gross receipts from advertisers and the amount remitted to the Ad Rep Partners are recorded as cost of sales. Revenue earned on the distribution of third parties’ streaming content by Pivotshare is reported on a net basis as the Company’s performance obligation is to facilitate a transaction between third party content producers and 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 consolidated statements of operations. The Company generally invoices customers in arrears on a monthly basis in accordance with the number of advertisements placed or impressions delivered during the month. The Company generally invoices customers when the right to consideration becomes unconditional and the Company has no remaining performance obligations, and as such, the only contract balances the Company recognizes are accounts receivable. Television and film distribution The Company licenses and distributes individual and 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. For theatrical releases, revenue is recorded after the theatrical release date and when box office proceeds reports are received. 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 operations. Television and short-form video production The Company recognizes revenue from the production and distribution of television programs and short-form video content in accordance with FASB ASC 606: Revenue from contracts with customers and ASC 926: Entertainment – Films as amended. For episodic television programs, revenue is recognized as each episode becomes available for delivery or becomes available for broadcast, and for short-form online videos, revenue is recognized when the videos are posted to a website for viewing. Revenue from the distribution of short-form online media content is included in television and short-form video production revenue in the accompanying consolidated statements of operations. Cash advances received by the Company are recorded as deferred revenue until all the conditions of revenue recognition have been met. |
Share-Based Payments | Share-Based Payments The Company accounts for share-based payments in accordance with FASB ASC 718: Share-based compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, net of estimated forfeitures. Shares issued for services are based upon current selling prices of the Company’s Class A common stock or independent third-party valuations. The Company estimates the fair value of share-based instruments using the Black-Scholes option-pricing model. All share-based awards are fulfilled with new shares of Class A common stock. For the years ended December 31, 2019 and 2018, share-based awards were issued to employees, non-employee directors and were recorded at fair value. |
Advertising Costs | Advertising Costs Generally, advertising costs are expensed as incurred except for the advertising costs associated with the Company’s theatrically released titles. Total advertising costs related to theatrically released titles for the year ended December 31, 2019 and 2018 were $2,474,099 and $1,281,278, respectively. These costs are capitalized as part of the film library acquisition costs and are amortized as such. |
Acquisition-Related Costs | Acquisition-Related Costs The Company accounts for acquisition related costs in accordance with FASB ASC 805 Business combinations and expenses these costs as incurred. Acquisition-related costs primarily consists of legal, accounting, investment advisory and other consulting fees related to a transaction. Total acquisition-related costs expensed for the years ending December 31, 2019 and 2018 were $3,968,289 and $396,793, respectively. |
Earnings (loss) Per Share | . Earnings (Loss) Per Share Basic earnings (loss) per common share is computed based on the weighted average number of shares of all classes of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding during the period increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants, Class I warrants, Class II warrants, Class III-A warrants, Class III-B warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. |
Client Concentration | Client Concentration For the year ended December 31, 2019, we did not have any customers, which accounted for 10% or more of our total net revenue. For the year ended December 31, 2018, we had one customer, which accounted for 15% of our total net revenue. As of December 31, 2019, the Company had two customers that when combined accounted for 21% of gross accounts receivable. As of December 31, 2018, the Company had two customers that when combined accounted for 46% of gross accounts receivable. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Crackle Plus | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,360,667 Prepaid expenses 892,200 Programming Rights 1,155,363 Goodwill 18,911,027 Brand Value 18,807,004 Customer User Base 21,194,641 Content Rights 1,708,270 Partner Agreements 4,005,714 Assets acquired 72,034,886 Accounts payable and accrued expenses (13,061,494) Programming Obligations (7,300,861) Liabilities assumed (20,362,355) Total purchase consideration $ 51,672,531 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Fair Value of Crackle Preferred Units $ 36,350,000 Fair Value of Warrants in CSSE 10,899,204 Fair Value of Put Option 4,423,327 Total Estimated Purchase Price $ 51,672,531 |
Pivotshare Inc | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition was accounted for as a purchase of a business in accordance with ASC 805 Business Combinations, and the aggregate purchase price consideration of $4.3 million has been allocated to the assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,239 Other current assets 11,917 Property and equipment, net 7,771 Deferred tax asset 407,000 Other assets 29,138 Intangibles 2,820,410 Goodwill 1,300,319 Assets acquired 4,581,794 Accounts payable and accrued expenses (98,325) other current liabilities (472,693) Liabilities assumed (571,018) Total purchase consideration, less cash acquired $ 4,010,776 Purchase Price Consideration Allocation: Cash consideration $ 257,758 Equity consideration - Class A common stock 731,957 Equity consideration - Series A Preferred Stock 3,350,000 Purchase price consideration 4,339,715 Less: cash acquired (328,939) Total Estimated Purchase Price $ 4,010,776 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Year Ended December 31, % of 2019 % of revenue 2018 revenue Revenue: Online networks $ 40,027,289 % $ 4,411,427 % Television and film distribution 15,967,507 % 13,188,560 % Television and short-form video production 610,356 % 10,152,020 % Total revenue 56,605,152 % 27,752,007 % Less: returns and allowances (1,241,246) % (892,488) % Net revenue $ 55,363,906 % $ 26,859,519 % |
Contract with Customer, Asset and Liability [Table Text Block] | December 31, December 31, 2019 2018 Contract Assets $ 34,661,119 $ 12,841,099 Contract Liabilities $ — $ 6,469 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Total outstanding at December 31, 2018 662,500 $ 7.52 3.34 $ 332,100 Granted 490,000 8.30 4.15 — Forfeited (103,334) 9.66 3.47 — Exercised (16,666) 9.61 2.99 — Expired — — — — Outstanding at December 31, 2019 1,032,500 $ 7.73 3.33 $ 576,000 Vested and exercisable at December 31, 2019 687,917 $ 7.37 2.59 $ 561,375 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, Weighted Average Assumptions: 2019 2018 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 57.1 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.10 % Exercise price per stock option $ 7.73 $ 7.52 Market price per share $ 7.27 $ 6.80 Weighted average fair value per stock option $ 3.51 $ 3.26 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Year Ended December 31, 2019 2018 Net loss available to common stockholders $ (34,976,816) $ (1,957,882) Basic weighted-average shares outstanding 11,987,292 11,944,528 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* 11,987,292 11,944,528 Loss per share: Basic and diluted $ (2.92) $ (0.16) * For the year ended December 31, 2019 and 2018 common stock equivalents totaling 261,328 and 239,702, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs (Tables)
Programming Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Entertainment [Abstract] | |
Schedule of programming costs, net of amortization | December 31, December 31, 2019 2018 Released, net of accumulated amortization of $9,682,935 and $9,473,308, respectively $ 11,571,785 $ 11,418,244 In production 991,277 17,099 In development 1,896,209 1,355,146 $ 14,459,271 $ 12,790,489 |
Film Library (Tables)
Film Library (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Film Costs [Abstract] | |
Schedule of film library costs | December 31, December 31, 2019 2018 Acquisition costs $ 48,846,483 $ 33,176,802 Accumulated amortization (15,596,334) (7,838,300) Net film library costs $ 33,250,149 $ 25,338,502 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 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] | December 31, December 31, 2019 2018 Acquired customer base, net $ 1,660,425 $ 2,118,473 Non-compete agreement, net 287,175 463,898 Website development, net 259,510 389,266 Crackle Plus Customer User Base, net 11,259,653 — Crackle Plus Content Rights, net 1,352,381 — Crackle Brand Value, net 17,127,807 — Crackle Plus Partner Agreements, net 3,505,000 — $ 35,451,951 $ 2,971,637 |
Schedule of Goodwill [Table Text Block] | December 31, December 31, 2019 2018 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 — $ 21,448,106 $ 2,537,079 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, December 31, 2019 2018 Commercial Loan $ 15,200,000 $ 4,416,667 Revolving Credit Facility 5,000,000 — Revolving Line of Credit — 3,500,000 Total Debt 20,200,000 7,916,667 Less: debt issuance costs 189,525 334,554 Less: current portion 3,200,000 1,000,000 Total long-term debt $ 16,810,475 $ 6,582,113 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ended December 31, Amount 2020 3,200,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 20,200,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2019 2018 Current provision (benefit): Federal $ — $ 4,000 States 133,000 90,000 Total current provision 133,000 94,000 Deferred provision: Federal 333,000 575,000 States 119,000 205,000 Total deferred provision 452,000 780,000 Total provision for income taxes $ 585,000 $ 874,000 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2019 2018 Expected tax provision -- Income taxes computed at Federal statutory rate $ (6,654,000) $ 6,000 Increase (decrease) in tax expense resulting from: Gain on asset contribution 782,000 — Crackle amortization 2,769,000 — State and local taxes 276,000 276,000 Programming costs (41,000) (1,384,000) Acquisition-related costs 887,000 116,000 Share-based compensation - incentive plan 286,000 237,000 Film library 341,000 1,620,000 Allowance for doubtful accounts 348,000 — Other 28,000 3,000 Increase in valuation allowance 1,563,000 — Actual tax provision $ 585,000 $ 874,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2019 2018 Deferred Tax Assets: Net operating loss carry-forwards $ 9,680,000 $ 3,022,000 Acquisition-related costs 723,000 663,000 Film library and other intangibles 3,769,000 427,000 Deferred state taxes 34,000 157,000 Less: valuation allowance (11,243,000) (719,000) Total Deferred Tax Assets $ 2,963,000 $ 3,550,000 Deferred Tax Liabilities: Programming costs 2,820,000 2,779,000 Other assets 143,000 319,000 Total Deferred Tax Liabilities $ 2,963,000 $ 3,098,000 Net deferred tax asset $ — $ 452,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | Year Ended December 31, Amount 2020 5,964,411 2021 7,136,682 2022 4,011,272 2023 1,269,773 2024 1,295,168 2025 - 2031 8,862,909 Total minimum lease payments $ 28,540,215 |
Client Concentration (Tables)
Client Concentration (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The list of our customers changes periodically. Our largest customers accounted for the following percentages of total net revenue: Year Ended December 31, 2019 2018 Customer A — % 15 % |
Accounts Receivable [Member] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Our largest customers accounted for the following percentages of total gross accounts receivable: Year Ended December 31, Accounts Receivable 2019 2018 Customer A 11 % 32 % Customer B 10 % 14 % |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)segmentcountry | Dec. 31, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
Number of countries and territories worldwide the company has a presence | country | 56 | |
Accumulated deficit | $ 32,695,629 | $ (2,281,187) |
Net loss | $ 34,976,816 | $ 1,957,882 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | |
Allowance for doubtful accounts and video returns | $ 1,889,147 | $ 601,500 | |
Reserve for bad debts and returns | $ 2,669,699 | 1,222,032 | |
Period following the date of delivery of the first episode over with the ultimate revenue may be estimated | 10 years | ||
Period from date of delivery of most recent episode if still in production the ultimate revenue may be estimated | 5 years | ||
Impairment of programming costs | $ 0 | 0 | |
Amortization of film library | 10,182,166 | 6,459,431 | |
Impairment of film library | 0 | 0 | |
Goodwill and intangible asset impairment | 0 | 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Concentration risk percentage | 102.00% | 103.00% | |
Acquisition-related costs | $ 3,968,289 | $ 396,793 | |
Minimum [Member] | |||
Ultimate revenue time frame for film library | 10 years | ||
Accounts Receivable [Member] | |||
Reserve for bad debts and returns | $ 1,428,453 | 329,544 | |
Provision for returns and allowances | 1,241,246 | 892,488 | |
Programming rights and obligations [Member] | |||
Amortization of programming costs | 501,061 | 0 | |
Theatrically Released Titles [Member] | |||
Advertising costs | $ 2,474,099 | 1,281,278 | |
Video content license | |||
Initial purchase price | $ 5,000,000 | ||
Popcornflix film rights and other assets | |||
Number of ad-supported networks included in direct-to-consumer online video service and application | item | 5 | ||
Number of films with rights included in direct-to-consumer online video service | item | 3,000 | ||
Number of television series with rights included in direct-to-consumer online video service | item | 60 | ||
Pivotshare Inc | Installed customer base | |||
Estimate of useful lives | 5 years | ||
Pivotshare Inc | Non-compete agreement, net | |||
Estimate of useful lives | 3 years | ||
A Plus | |||
Impairment of intangible assets | $ 0 | ||
Cost of revenue. | |||
Amortization of programming costs | 209,627 | 2,752,446 | |
Amortization of film library | $ 10,182,166 | $ 6,459,431 | |
No Customers [Member] | Sales Revenue, Net [Member] | |||
Concentration risk percentage | 10.00% | ||
One Customer [Member] | Sales Revenue, Net [Member] | |||
Concentration risk percentage | 15.00% | ||
Two Customers [Member] | Accounts Receivable [Member] | |||
Concentration risk percentage | 21.00% | 46.00% |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Dec. 31, 2019 | Mar. 27, 2019 | Dec. 31, 2018 | Aug. 22, 2018 |
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Programming Rights | $ 654,303 | |||
Goodwill | 21,448,106 | $ 2,537,079 | ||
Pivotshare Inc | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Accounts receivable, net | $ 5,239 | |||
Other current assets | 11,917 | |||
Property and equipment, net | 7,771 | |||
Deferred tax asset | 407,000 | |||
Other assets | 29,138 | |||
Intangibles | 2,820,410 | |||
Goodwill | $ 1,300,319 | $ 1,300,319 | 1,300,319 | |
Assets acquired | 4,581,794 | |||
Accounts payable and accrued expenses | (98,325) | |||
other current liabilities | (472,693) | |||
Liabilities assumed | (571,018) | |||
Total purchase consideration, less cash acquired | $ 4,010,776 | |||
Crackle Plus Entity [Member] | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Accounts receivable, net | $ 5,360,667 | |||
Prepaid expenses | 892,200 | |||
Programming Rights | 1,155,363 | |||
Goodwill | 18,911,027 | |||
Assets acquired | 72,034,886 | |||
Accounts payable and accrued expenses | (13,061,494) | |||
Programming Obligations | (7,300,861) | |||
Liabilities assumed | (20,362,355) | |||
Total purchase consideration, less cash acquired | 51,672,531 | |||
Brand Value [Member] | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Intangible assets other than goodwill | 18,807,004 | |||
Customer User Base [Member] | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Intangible assets other than goodwill | 21,194,641 | |||
Content Rights [Member] | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Intangible assets other than goodwill | 1,708,270 | |||
Partner Agreement [Member] | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Intangible assets other than goodwill | $ 4,005,714 |
Business Combination - Purcha_2
Business Combination - Purchase Price Consideration Allocation (Details) - USD ($) | Aug. 22, 2018 | Mar. 27, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Total purchase consideration, less cash acquired | $ (190,587) | ||
Crackle Plus Entity [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | $ 51,672,531 | ||
Pivotshare Inc | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 257,758 | ||
Purchase price consideration | 4,339,715 | ||
Less: cash acquired | (328,939) | ||
Total purchase consideration, less cash acquired | 4,010,776 | ||
Fair Value Of Preferred Units [Member] | Crackle Plus Entity [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | 36,350,000 | ||
Fair Value Of Warrants Csse [Member] | Crackle Plus Entity [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | 10,899,204 | ||
Fair Value Of Put Option [Member] | Crackle Plus Entity [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | $ 4,423,327 | ||
Common Class A | Pivotshare Inc | |||
Business Acquisition [Line Items] | |||
Equity consideration | 731,957 | ||
Series A Preferred Stock | Pivotshare Inc | |||
Business Acquisition [Line Items] | |||
Equity consideration | $ 3,350,000 |
Business Combination (Details)
Business Combination (Details) | Mar. 27, 2019USD ($)Y$ / sharesshares | Dec. 28, 2018USD ($)shares | Aug. 22, 2018USD ($)shares | Mar. 27, 2019USD ($)Y$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Goodwill | $ 21,448,106 | $ 21,448,106 | $ 21,448,106 | $ 2,537,079 | ||||
Pivotshare Inc | ||||||||
Cash consideration | $ 257,758 | |||||||
Purchase price consideration | 4,339,715 | |||||||
Cash Acquired from Acquisition | 328,939 | |||||||
Business Acquisition, Transaction Costs | 267,305 | 267,305 | 267,305 | |||||
Goodwill | $ 1,300,319 | 1,300,319 | 1,300,319 | $ 1,300,319 | 1,300,319 | |||
Pivotshare Inc | Series A Preferred Stock | ||||||||
Number of shares issued | shares | 134,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 3,400,000 | |||||||
Pivotshare Inc | Common Class A | ||||||||
Number of shares issued | shares | 74,235 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 731,957 | |||||||
Crackle Plus Entity [Member] | ||||||||
Convertible preferred stock terms of conversion | From May 2020 to October 2020 ("Exercise Period"), CPEH will have the right to either convert its Preferred Units into Common Units of Crackle Plus or require us to purchase all, but not less than all, of its interest in Crackle Plus ("Put Option"). We may elect to pay the put option in cash or through the issuance of Series A Preferred Stock using a price per share of $25. Subject to certain limitations, in the event that CPEH hasn't converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period. | |||||||
Purchase price consideration | $ 51,672,531 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 38,500,000 | |||||||
Business Combination, Pro Forma Information, Gross Profit Of Acquiree Since Acquisition Date | 10,900,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 12,000,000 | |||||||
Business Acquisition, Pro Forma Revenue | $ 79,300,000 | 92,600,000 | ||||||
Business Acquisition Pro Forma Gross Profit | 24,000,000 | 44,400,000 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (26,500,000) | 200,000 | ||||||
Goodwill | $ 18,911,027 | $ 18,911,027 | ||||||
Crackle Plus Entity [Member] | Measurement Input Strike Price [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 40,000,000 | 40,000,000 | ||||||
Crackle Plus Entity [Member] | Measurement Input, Share Price [Member] | ||||||||
Strike prices and market price | $ / shares | 7.74 | 7.74 | ||||||
Crackle Plus Entity [Member] | Measurement Input, Option Volatility [Member] | ||||||||
Strike prices and market price | 58 | 58 | ||||||
Crackle Plus Entity [Member] | Measurement Input, Expected Term [Member] | Put Option [Member] | ||||||||
Initial price and strike price | Y | 1.5 | 1.5 | ||||||
Crackle Plus Entity [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Strike prices and market price | 2.2 | 2.2 | ||||||
Crackle Plus Entity [Member] | Measurement Input Initial Price Assumption [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 36,350,000 | 36,350,000 | ||||||
Crackle Plus Entity [Member] | Measurement Input, Price Volatility [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 17 | 17 | ||||||
Crackle Plus Entity [Member] | Minimum [Member] | ||||||||
Estimated useful lives | 16 months | |||||||
Crackle Plus Entity [Member] | Minimum [Member] | Measurement Input Strike Price [Member] | ||||||||
Strike prices and market price | 5 | 5 | ||||||
Crackle Plus Entity [Member] | Maximum [Member] | ||||||||
Estimated useful lives | 84 months | |||||||
Crackle Plus Entity [Member] | Maximum [Member] | Measurement Input Strike Price [Member] | ||||||||
Strike prices and market price | 50 | 50 | ||||||
Crackle Plus Entity [Member] | Crackle JV interest [Member] | ||||||||
Goodwill | 18,900,000 | 18,900,000 | $ 18,900,000 | |||||
Crackle Plus Entity [Member] | Warrant [Member] | ||||||||
Warrants term | 5 years | |||||||
Crackle Plus Entity [Member] | Contribution Agreement [Member] | Crackle JV interest [Member] | ||||||||
Number of shares issued | shares | 99,000 | |||||||
Crackle Plus Entity [Member] | Preferred Stock | Contribution Agreement [Member] | ||||||||
Number of shares issued | shares | 37,000 | |||||||
Crackle Plus Entity [Member] | Common Stock | Contribution Agreement [Member] | ||||||||
Number of shares issued | shares | 1,000 | |||||||
Crackle Plus Entity [Member] | Common Class A | CSSE Class I Warrant [Member] | ||||||||
Number of securities called by warrants or rights | shares | 800,000 | 800,000 | ||||||
Exercise price of warrants or rights | $ / shares | $ 8.13 | $ 8.13 | ||||||
Crackle Plus Entity [Member] | Common Class A | CSSE Class II Warrant [Member] | ||||||||
Number of securities called by warrants or rights | shares | 1,200,000 | 1,200,000 | ||||||
Exercise price of warrants or rights | $ / shares | $ 9.67 | $ 9.67 | ||||||
Crackle Plus Entity [Member] | Common Class A | CSSE Class III A Warrant [Member] | ||||||||
Number of securities called by warrants or rights | shares | 380,000 | 380,000 | ||||||
Exercise price of warrants or rights | $ / shares | $ 11.61 | $ 11.61 | ||||||
Crackle Plus Entity [Member] | Common Class A | CSSE Class III B Warrant [Member] | ||||||||
Number of securities called by warrants or rights | shares | 1,620,000 | 1,620,000 | ||||||
Exercise price of warrants or rights | $ / shares | $ 11.61 | $ 11.61 | ||||||
A Plus | ||||||||
Net distribution fee received as percent of gross revenue generated | 40.00% | |||||||
Percent of revenue generated by subsidiary now retained by company | 100.00% | |||||||
Common ownership percent | 100.00% | |||||||
Business Combination Past Receivables Adjusted | $ 3,300,000 | |||||||
Number of shares issued | shares | 350,299 | |||||||
Purchase price consideration | $ 15,000,000 | |||||||
Cash Acquired from Acquisition | $ 8,700,000 | |||||||
Goodwill | $ 1,236,760 | $ 1,236,760 | $ 1,236,760 | $ 1,236,760 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major category (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 56,605,152 | $ 27,752,007 |
Less: returns and allowances | (1,241,246) | (892,488) |
Net revenue | $ 55,363,906 | $ 26,859,519 |
Concentration risk percentage | 102.00% | 103.00% |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 55,363,906 | $ 26,859,519 |
Concentration risk percentage | 100.00% | 100.00% |
Sales Returns and Allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Less: returns and allowances | $ (1,241,246) | $ (892,488) |
Concentration risk percentage | (2.00%) | (3.00%) |
Online networks | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 40,027,289 | $ 4,411,427 |
Concentration risk percentage | 72.00% | 16.00% |
Television and film distribution | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 15,967,507 | $ 13,188,560 |
Concentration risk percentage | 29.00% | 49.00% |
Television and short-form video production | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 610,356 | $ 10,152,020 |
Concentration risk percentage | 1.00% | 38.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets and contract liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Contract with Customer, Asset and Liability [Abstract] | ||
Contract Assets | $ 34,661,119 | $ 12,841,099 |
Contract Liabilities | $ 0 | $ 6,469 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Impairment losses from CSSE contracts with customers | $ 0 | $ 0 |
Contract Liabilities | $ 0 | $ 6,469 |
Maximum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 60 days | |
Minimum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 30 days |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Stock Options, Total outstanding at the beginning of the period | 662,500 | |
Number of Stock Options, Options granted | 490,000 | |
Number of Stock Options, Options forfeited | (103,334) | |
Number of Stock Options, Options exercised | (16,666) | |
Number of Stock Options, Total outstanding at the end of the period | 1,032,500 | 662,500 |
Number of Stock Options, Total exercisable at December 31, 2019 | 687,917 | |
Weighted Average Exercise Price, Beginning of period | $ 7.52 | |
Weighted Average Exercise Price, Granted | 8.30 | |
Weighted Average Exercise Price, Forfeited | 9.66 | |
Weighted Average Exercise Price, Exercised | 9.61 | |
Weighted Average Exercise Price, End of period | 7.73 | $ 7.52 |
Weighted Average Exercise Price, Vested and Exercisable | $ 7.37 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 3 months 29 days | 3 years 4 months 2 days |
Weighted Average Remaining Contract Term, Options granted | 4 years 1 month 24 days | |
Weighted Average Remaining Contract Term, Options forfeited | 3 years 5 months 19 days | |
Weighted Average Remaining Contract Term, Options exercised | 2 years 11 months 27 days | |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 2 years 7 months 2 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Begining of the period | $ 332,100 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 576,000 | $ 332,100 |
Aggregate Intrinsic Value, Vested and Exercisable at December 31, 2019 | $ 561,375 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.10% | 57.10% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.22% | 2.10% |
Exercise price per stock option | $ 7.73 | $ 7.52 |
Market price per share | 7.27 | 6.80 |
Weighted average fair value per stock option | $ 3.51 | $ 3.26 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) shares in Millions | Jan. 01, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock equivalents authorized under Plan | 1 | |||||
Unrecognized pre-tax compensation expense | $ 1,430,101 | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period for share-based plan | 2 years | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period for share-based plan | 3 years | |||||
Scenario, Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 59,286 | $ 582,347 | $ 788,468 | |||
Straight-line [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | 907,572 | $ 857,073 | ||||
Selling, General and Administrative Expenses [Member] | Directors And Non Employee Executive Producers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 154,354 | $ 96,615 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation Per share [Abstract] | ||
Net loss available to common stockholders | $ (34,976,816) | $ (1,957,882) |
Basic weighted-average shares outstanding | 11,987,292 | 11,944,528 |
Diluted weighted-average shares outstanding | 11,987,292 | 11,944,528 |
Loss per share: | ||
Basic and diluted | $ (2.92) | $ (0.16) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock | ||
Antidilutive securities | 261,328 | 239,702 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Entertainment [Abstract] | ||
Released, net of accumulated amortization of $9,682,935 and $9,473,308, respectively | $ 11,571,785 | $ 11,418,244 |
In production | 991,277 | 17,099 |
In development | 1,896,209 | 1,355,146 |
Net programming costs | 14,459,271 | 12,790,489 |
Released net of accumulated amortization | 9,682,935 | 9,473,308 |
Amortization expense of episodic television programs | $ 209,627 | $ 2,752,446 |
Film Library (Details)
Film Library (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Film Costs [Abstract] | ||
Acquisition costs | $ 48,846,483 | $ 33,176,802 |
Accumulated amortization | (15,596,334) | (7,838,300) |
Net film library costs | $ 33,250,149 | $ 25,338,502 |
Film Library- Narrative (Detail
Film Library- Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Film Libraries [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 10,182,166 | $ 6,459,431 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Indefinite lived Intangible assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Indefinite lived intangible assets | $ 12,163,943 | $ 12,163,943 |
Video content license | ||
Indefinite lived intangible assets | 5,000,000 | 5,000,000 |
Popcornflix film rights and other assets | ||
Indefinite lived intangible assets | $ 7,163,943 | $ 7,163,943 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Finite-lived (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | $ 35,451,951 | $ 2,971,637 |
Acquired customer base, net | ||
Intangible assets | 1,660,425 | 2,118,473 |
Non-compete agreement, net | ||
Intangible assets | 287,175 | 463,898 |
Website Development, net | ||
Intangible assets | 259,510 | $ 389,266 |
Crackle Plus Customer User Base, net | ||
Intangible assets | 11,259,653 | |
Crackle Plus Content Rights, net | ||
Intangible assets | 1,352,381 | |
Crackle Brand Value, net | ||
Intangible assets | 17,127,807 | |
Crackle Plus Partner Agreements, net | ||
Intangible assets | $ 3,505,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 22, 2018 |
Goodwill | $ 21,448,106 | $ 2,537,079 | |
Pivotshare Inc | |||
Goodwill | 1,300,319 | 1,300,319 | $ 1,300,319 |
A Plus | |||
Goodwill | 1,236,760 | $ 1,236,760 | |
Crackle Plus | |||
Goodwill | $ 18,911,027 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 13,235,315 | $ 326,986 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Long-term Debt - Schedule (Deta
Long-term Debt - Schedule (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total debt | $ 20,200,000 | $ 7,916,667 |
Less: debt issuance costs | 189,525 | 334,554 |
Less: current portion | 3,200,000 | 1,000,000 |
Total long-term debt | 16,810,475 | 6,582,113 |
Amended Commercial Loan | ||
Total debt | 15,200,000 | $ 4,416,667 |
Revolving credit facility | ||
Total debt | $ 5,000,000 |
Long-term Debt - Future princip
Long-term Debt - Future principal payments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 3,200,000 | |
2021 | 3,200,000 | |
2022 | 8,200,000 | |
2023 | 3,200,000 | |
2024 | 2,400,000 | |
Total debt | $ 20,200,000 | $ 7,916,667 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Aug. 22, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 11, 2019USD ($) | Aug. 21, 2019USD ($) | Dec. 31, 2018USD ($) |
Original principal amount | $ 16,000,000 | ||||
Loss on debt extinguishment | (350,691) | ||||
Term of interest paid | 9 days | ||||
Total debt | $ 20,200,000 | $ 7,916,667 | |||
Number of trailing days the collateral threshold must be met to avoid interest rate increase | 90 days | ||||
Cure period to comply with covenant | 30 days | ||||
Revolving credit facility | |||||
Original principal amount | $ 5,000,000 | ||||
Fixed interest rate | 8.00% | ||||
Total debt | $ 5,000,000 | ||||
Revolving Line of Credit | |||||
Total debt | $ 3,500,000 | 3,500,000 | |||
Amended Commercial Loan | |||||
Loss on debt extinguishment | 350,691 | ||||
Fixed interest rate | 5.75% | ||||
Consecutive equal installments | monthly | ||||
Consecutive installments amounts | $ 266,667 | ||||
Aggregate payment to lender | 179,000 | ||||
Commitment fee on term loan | 85,000 | ||||
Payment of interest due | 25,556 | ||||
Average balance | $ 2,500,000 | ||||
Interest rate | 0.50% | ||||
Debt coverage ratio | 1.25 | ||||
Fees paid | $ 68,090 | ||||
Total debt | $ 15,200,000 | $ 4,416,667 | |||
Term Loan | |||||
Total debt | $ 5,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 10, 2018USD ($) | Aug. 06, 2018$ / shares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018USD ($)Vote$ / sharesshares | Dec. 28, 2018 | Mar. 27, 2018USD ($) |
Preferred Stock, Shares Authorized | 4,300,000 | |||||
Proceeds from Issuance of Common Stock | $ | $ 160,161 | |||||
Proceeds from issuance of Series A preferred stock | $ | $ 17,012,625 | $ 19,612,438 | ||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 0 | 74,235 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 0 | $ 633,000 | ||||
Payments of Dividends | $ | $ 5,200,000 | |||||
A Plus | ||||||
Common ownership percent | 100.00% | |||||
Common Class A | ||||||
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Outstanding | 4,185,685 | 4,153,505 | ||||
Number of votes per share | Vote | 1 | 1 | ||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.45 | |||||
Common stock value added for issuance of stock | $ | $ 425 | $ 421 | ||||
Common Class A | Board of Directors Chairman [Member] | ||||||
Stock Repurchase Program, Authorized Amount | $ | $ 5,000,000 | |||||
Common Class B | ||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Outstanding | 7,813,938 | 7,817,238 | ||||
Number of votes per share | Vote | 10 | 10 | ||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.45 | |||||
Common stock value added for issuance of stock | $ | $ 782 | $ 782 | ||||
Common Class B | Chicken Soup for the Soul Productions LLC [Member] | ||||||
Payments of Dividends | $ | $ 3,400,000 | |||||
Preferred Stock | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||
Series A Preferred Stock | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 1,599,002 | 918,497 | ||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 25 | |||||
Preferred Stock, Dividend Rate, Percentage | 9.75% | |||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 25 | $ 25 | ||||
Preferred Stock, Shares Outstanding | 1,599,002 | 918,497 | ||||
Crackle Plus Entity [Member] | ||||||
Common ownership percent | 49.00% | |||||
Noncontrolling interests percent | 1.00% |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current provision (benefit): | ||
Federal | $ 4,000 | |
States | $ 133,000 | 90,000 |
Total current provision | 133,000 | 94,000 |
Deferred provision (benefit): | ||
Federal | 333,000 | 575,000 |
States | 119,000 | 205,000 |
Total deferred provision (benefit) | 452,000 | 780,000 |
Total provision (benefit) for income taxes | $ 585,000 | $ 874,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected tax provision -- Income taxes computed at Federal statutory rate (21% for 2018; 35% for 2017) | $ (6,654,000) | $ 6,000 |
Increase (decrease) in tax expense resulting from: | ||
Gain on asset contribution | 782,000 | |
Crackle Amortization | 2,769,000 | |
State and local taxes | 276,000 | 276,000 |
Programming costs | (41,000) | (1,384,000) |
Acquisition-related costs | 887,000 | 116,000 |
Share-based compensation - long-term incentive plan | 286,000 | 237,000 |
Film library | 341,000 | 1,620,000 |
Amortization of debt discount | 348,000 | |
Other | 28,000 | 3,000 |
Effect of valuation allowance related to prior year deferred tax asset | 1,563,000 | |
Total provision (benefit) for income taxes | $ 585,000 | $ 874,000 |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 9,680 | $ 3,022 |
Acquisition-related costs | 723 | 663 |
Film library and other intangibles | 3,769 | 427 |
Deferred state taxes | 34 | 157 |
Less: valuation allowance | (11,243) | (719) |
Total Deferred Tax Assets | 2,963 | 3,550 |
Deferred Tax Liabilities: | ||
Programming costs | 2,820 | 2,779 |
Other assets | 143 | 319 |
Total Deferred Tax Liabilities | $ 2,963 | 3,098 |
Net deferred tax asset | $ 452 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating losses | $ 35,951 | |
Operating loss carryforwards with no expiration | 25,106 | |
Deferred tax asset valuation allowance | 10,524 | $ 609 |
Tax Year 2031 to 2037 | ||
Net operating losses | $ 10,845 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
License and marketing support fee expense | $ 2,768,195 | $ 532,820 | ||
Due from affiliated companies | 7,642,432 | 1,213,436 | ||
Programming costs, net | $ 14,459,271 | 12,790,489 | ||
Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Agreement term | 5 years | |||
Agreement renewal term | 1 year | |||
Period prior to end of current term that notice must be received to terminate | 90 days | |||
Promotions License Agreement | ||||
Related Party Transaction [Line Items] | ||||
Programming costs, net | 100,000 | |||
CSS | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fees as a percent of net revenue | 5.00% | |||
Management fee expense | $ 2,768,195 | $ 532,820 | ||
CSS | License Agreement | ||||
Related Party Transaction [Line Items] | ||||
Incremental recurring license fee, as a percent of gross revenue | 4.00% | |||
Quarterly marketing fees as a percent of gross revenue | 1.00% | |||
OLT | Promotions License Agreement | ||||
Related Party Transaction [Line Items] | ||||
Payments To Acquire Right To Integrate Certain Products | $ 100,000 | |||
Crackle Plus | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fees as a percent of net revenue | 5.00% | |||
Landmark Studios Group | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fees as a percent of net revenue | 5.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 5,964,411 |
2021 | 7,136,682 |
2022 | 4,011,272 |
2023 | 1,269,773 |
2024 | 1,295,168 |
2025 - 2031 | 8,862,909 |
Operating Leases, Future Minimum Payments Due | $ 28,540,215 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingently liable for letter of credit | $ 129,986 | |
Rent expense | $ 452,000 | |
Rent expense (before ASU 2016-02) | $ 425,688 |
Segment and Geographic Inform_2
Segment and Geographic Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of reportable segments | 1 | |
Concentration risk percentage | 102.00% | 103.00% |
UNITED STATES | ||
Percent of consolidated long-lived assets | 100.00% | |
Sales Revenue, Net [Member] | UNITED STATES | ||
Concentration risk percentage | 99.00% | 99.00% |
Client Concentration (Details)
Client Concentration (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk, Percentage | 102.00% | 103.00% |
Customer A [Member] | ||
Concentration Risk, Percentage | 15.00% | |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 11.00% | 32.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 10.00% | 14.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 15, 2020 | Mar. 15, 2020 | Feb. 15, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||
Line of credit | $ 5,000,000 | ||||||
Subsequent Event [Member] | Series A Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Dividends payable | $ 0.2031 | $ 0.2031 | $ 0.2031 | ||||
Dividends declared and paid | $ 974,272 | $ 974,272 | $ 974,272 |