Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | |
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 Central Index Key | 0001679063 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Amendment Flag | false | |
Common Class A And Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,007,428 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,193,490 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,813,938 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 7,121,339 | $ 6,447,402 |
Accounts receivable, net | 25,017,923 | 34,661,119 |
Prepaid expenses | 862,153 | 861,190 |
Inventory, net | 338,932 | 312,033 |
Goodwill | 21,448,106 | 21,448,106 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 30,272,504 | 35,451,951 |
Film library, net | 37,362,602 | 33,250,149 |
Due from affiliated companies | 6,790,980 | 7,642,432 |
Programming costs, net | 15,546,857 | 14,459,271 |
Program rights, net | 600,551 | 654,303 |
Other assets, net | 649,911 | 313,585 |
Total assets | 158,175,801 | 167,665,484 |
LIABILITIES AND EQUITY | ||
Current maturities of commercial loan | 3,200,000 | 3,200,000 |
Commercial loan and revolving line of credit, net of unamortized deferred finance cost of $179,373 and $189,525 respectively | 11,020,627 | 11,810,475 |
Notes payable under revolving credit facility | 5,000,000 | 5,000,000 |
Accounts payable and accrued expenses | 27,315,709 | 26,646,390 |
Ad representation fees payable | 11,552,967 | 12,429,838 |
Film library acquisition obligations | 6,909,100 | 5,020,600 |
Programming obligations | 7,300,861 | 7,300,861 |
Accrued participation costs | 5,861,388 | 5,066,512 |
Other liabilities | 229,846 | 170,106 |
Total liabilities | 78,390,498 | 76,644,782 |
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 1,599,002 shares issued and outstanding, respectively, redemption value of $39,975,050 and $39,975,050, respectively | 160 | 160 |
Additional paid-in capital | 87,854,864 | 87,610,030 |
Retained (deficit) | (44,123,009) | (32,695,629) |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders’ equity | 43,100,494 | 54,283,039 |
Subsidiary convertible preferred stock | 36,350,000 | 36,350,000 |
Noncontrolling interests | 334,809 | 387,663 |
Total equity | 79,785,303 | 91,020,702 |
Total liabilities and equity | 158,175,801 | 167,665,484 |
Common Class A | ||
Stockholder's Equity: | ||
Common stock value | 426 | 425 |
Common Class B | ||
Stockholder's Equity: | ||
Common stock value | $ 782 | $ 782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Costs | $ 179,373 | $ 189,525 |
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 | 1,599,002 |
Preferred Stock, Shares Outstanding | 1,599,002 | 1,599,002 |
Preferred Stock, Redemption Amount | $ 39,975,050 | $ 39,975,050 |
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 | 4,267,725 | 4,259,920 |
Common Stock, Shares, Outstanding | 4,193,490 | 4,185,685 |
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 | 7,813,938 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Online networks | $ 9,025,710 | $ 735,264 |
Distribution and Production | 5,092,789 | 1,790,234 |
Total revenue | 14,118,499 | 2,525,498 |
Less: returns and allowances | (874,426) | (332,344) |
Net revenue | 13,244,073 | 2,193,154 |
Cost of revenue | 9,910,390 | 1,632,101 |
Gross profit | 3,333,683 | 561,053 |
Operating expenses: | ||
Selling, general and administrative | 6,839,897 | 2,822,057 |
Amortization and depreciation | 5,204,728 | 205,623 |
Management and license fees | 1,324,407 | 219,270 |
Total operating expenses | 13,369,032 | 3,246,950 |
Operating loss | (10,035,349) | (2,685,897) |
Interest income | (6,438) | (13,525) |
Interest expense | 329,125 | 141,123 |
Acquisition-related costs | 98,926 | 397,935 |
Loss before income taxes and preferred dividends | (10,456,962) | (3,211,430) |
Provision (benefit from) for income taxes | 49,000 | (438,000) |
Net loss before noncontrolling interests and preferred dividends | (10,505,962) | (2,773,430) |
Net loss attributable to noncontrolling interests | (52,854) | |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (10,453,108) | (2,773,430) |
Less: preferred dividends | 974,272 | 603,307 |
Net loss available to common stockholders | $ (11,427,380) | $ (3,376,737) |
Net loss per common share: | ||
Basic and diluted | $ (0.95) | $ (0.28) |
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, 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 | ||||||
Share based compensation - stock options | 190,847 | 190,847 | |||||||
Share based compensation - common stock | 25,000 | 25,000 | |||||||
Issuance of Preferred stock | $ 14 | 3,499,986 | 3,500,000 | ||||||
Issuance of Preferred stock (in shares) | 140,000 | ||||||||
Preferred stock issuance costs | (288,160) | (288,160) | |||||||
Dividends | (603,307) | (603,307) | |||||||
Net loss | (2,773,430) | (2,773,430) | |||||||
Balance at Mar. 31, 2019 | $ 421 | $ 782 | $ 106 | 62,788,256 | (1,095,550) | (632,729) | 61,061,286 | ||
Balance (in shares) at Mar. 31, 2019 | 4,227,740 | 7,817,238 | 1,058,497 | ||||||
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 | ||||||
Share based compensation - stock options | 213,585 | 213,585 | |||||||
Share based compensation - common stock | 31,250 | 31,250 | |||||||
Shares issued to directors | $ 1 | (1) | |||||||
Shares issued to directors (in shares) | 7,805 | ||||||||
Dividends | (974,272) | (974,272) | |||||||
Net loss attributable to noncontrolling interest | (52,854) | (52,854) | |||||||
Net loss | (10,453,108) | (10,453,108) | |||||||
Balance at Mar. 31, 2020 | $ 426 | $ 782 | $ 160 | $ 87,854,864 | $ (44,123,009) | $ (632,729) | $ 36,350,000 | $ 334,809 | $ 79,785,303 |
Balance (in shares) at Mar. 31, 2020 | 4,267,725 | 7,813,938 | 1,599,002 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from Operating Activities: | ||
Net loss | $ (10,505,962) | $ (2,773,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 244,835 | 215,847 |
Amortization of programming costs and rights | 110,629 | 61,798 |
Amortization of deferred financing costs | 10,152 | 25,823 |
Amortization and depreciation of intangible and fixed assets | 5,204,728 | 205,623 |
Amortization of film library | 2,441,081 | 871,126 |
Bad debt and video return expense | 1,721,595 | 300,403 |
Deferred income taxes | 0 | (465,000) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 7,921,601 | 2,235,012 |
Prepaid expenses and other current assets | (21,984) | (135,279) |
Inventory | (26,899) | (24,533) |
Programming costs and rights | (1,144,463) | (147,605) |
Film library | (6,553,534) | (2,819,734) |
Accounts payable, accrued expenses and other payables | (207,552) | (1,218,678) |
Film library acquisition obligations | 1,888,500 | 273,250 |
Accrued participation costs | 794,876 | (32,015) |
Other liabilities | 59,740 | (350,400) |
Deferred revenue | 0 | 6,469 |
Net cash provided by (used in) operating activities | 1,937,343 | (3,771,323) |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (340,586) | 0 |
Decrease (increase) in due from affiliated companies | 851,452 | (1,985,500) |
Net cash provided by (used in) investing activities | 510,866 | (1,985,500) |
Cash flows from Financing Activities: | ||
Repayments of commercial loan | (800,000) | (260,358) |
Payment of preferred stock issuance costs | 0 | (288,160) |
Proceeds from issuance of Series A preferred stock | 0 | 3,500,000 |
Dividends paid to preferred stockholders | (974,272) | (603,307) |
Net cash (used in) provided by financing activities | (1,774,272) | 2,348,175 |
Net increase (decrease) in cash and cash equivalents | 673,937 | (3,408,648) |
Cash and cash equivalents at beginning of period | 6,447,402 | 7,201,758 |
Cash and cash equivalents at end of the period | 7,121,339 | 3,793,110 |
Supplemental data: | ||
Interest paid | $ 217,222 | $ 117,453 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Reconciliation of cash and cash equivalents and restricted cash per consolidated balance sheets to statements of cash flows | ||
Cash and cash equivalents | $ 7,121,339 | $ 3,043,110 |
Restricted cash | 0 | 750,000 |
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 7,121,339 | $ 3,793,110 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2020 | |
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. The Company operates video-on-demand networks and is a leading global independent television and film distribution company with one of the largest independently owned television and film libraries. The Company operates in one reportable segment, across two operations areas, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. 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. The chief executive officer of the Company is Mr. William J. Rouhana Jr. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed consolidated financial statements of Chicken Soup for the Soul Entertainment, Inc. have been prepared in conformity with accounting principles generally accepted in the United States and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, estimated film 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. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments and estimates. Actual results may differ from these estimates. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Interim results are not necessarily indicative of the results for a full year. Certain prior year amounts have been reclassified to conform to the current year presentation. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
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 the Company’s interim and annual reporting periods starting in the fiscal year beginning after December 15, 2020, with early adoption permitted. The new guidance will be applied on a prospective basis. The Company is currently in the process of evaluating the impact, if any, of this new guidance 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 the Company’s interim and annual reporting periods starting in the fiscal year beginning after December 15, 2020, 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 impact of adoption on its consolidated financial statements is immaterial. 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 is effective for public companies’ fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Because the Company is an emerging growth company, adoption is not required until fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021 as recently voted and deferred by FASB. The Company is currently assessing the potential impact ASU 2016-02 will have on its consolidated financial statements. The impact of implementation is not expected to be material. 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. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination 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 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 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 condensed consolidated statement of operations include gross revenue of $9,289,245 million, gross profit of $2,365,802 million and net loss of $6,018,032 million, from Crackle’s operations for the three months ended March 31, 2020. Net loss excluding non-cash amortization and depreciation of $5,003,936, was $1,014,096 for the three months ended March 31, 2020. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
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 operations area: Three Months Ended March 31, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 9,025,710 % $ 735,264 % Distribution and Production 5,092,789 % 1,790,234 % Total revenue 14,118,499 % 2,525,498 115 % Less: returns and allowances (874,426) (6) % (332,344) % Net revenue $ 13,244,073 100 % $ 2,193,154 100 % Online Networks In this operations area, the Company distributes and exhibits VOD content through Crackle Plus directly to consumers across all digital platforms, such as connected TV’s, smartphones, tablets, gaming consoles and the web through our owned and operated AVOD networks. We also distribute our own and third-party owned content to end viewers across various digital platforms through our SVOD network. We generate advertising revenues primarily by serving video advertisements to our streaming viewers and subscription revenue from consumers. Revenue from online digital distribution and VOD platforms in our Online Networks operations area are recorded over time as advertisements are delivered and when monthly activity is reported by advertisers. Distribution and Production In this operations area, the Company distributes movies and television series worldwide to consumers through license agreements across all media, including theatrical, home video, pay-per-view, free, cable, pay television, VOD, mobile and new digital media platforms worldwide. We own the copyright or long-term distribution rights to over 1,000 television series and feature films. In addition 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 provide us with content developed and distributed by A Plus that is complementary to the Brand. As a result of launching Crackle Plus we decided to change our approach to content production, focusing primarily on co-production partnerships in order to build our AVOD networks, through Crackle Plus, and our worldwide distribution capabilities through Screen Media. By focusing this way, we believe that we will be able to grow our business more rapidly by entering into production agreements with a variety of production partners. 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, the Company evaluates 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, the Company reports revenue for show productions, films distributed, and advertising placed on CSSE properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). The Company is 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. The Company also generates revenue through agency relationships in which revenue is reported net of agency commissions and publisher payments in arrangements where we do not own the content or the ad inventory. No impairment losses have arisen from any CSSE contracts with customers during the three months ended March 31, 2020 and 2019. Performance obligations The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have either a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in the contract. In cases where estimates are needed to allocate the transaction price, we use historical experience and projections based on currently available information. Contract Assets The following table provides information about receivables, contract assets, from contracts with customers: March 31, December 31, 2020 2019 Contract Assets $ 25,017,923 $ 34,661,119 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. The Company records deferred revenues (also referred to as contract liabilities under Topic 606) when cash payments are received or due in advance of our satisfying our performance obligations. Our deferred revenue balance primarily relates to advance payments received related to our content distribution rights agreements and our production sponsorship arrangements. The Company’s deferred revenue (i.e. contract liabilities) as of March 31, 2020 and December 31, 2019, was $0, respectively. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the three months ended March 31, 2020. Arrangements with multiple performance obligations In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 1,250,000 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 recognizes stock options granted under the Plan 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 stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended March 31, 2020 and 2019, the Company recognized $213,585 and $190,847, respectively, of non-cash share-based compensation expense relating to stock options in selling, general and administrative expenses in the condensed consolidated statements of operations. The company did not have any stock option grants, forfeitures , exercises or expirations during the three months ended March 31, 2020. Stock options as of March 31, 2020 are as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Outstanding at December 31, 2019 1,032,500 $ 7.73 3.33 $ 576,000 Outstanding at March 31, 2020 1,032,500 $ 7.73 3.06 $ 21,350 Vested and exercisable at March 31, 2020 740,000 $ 7.43 2.42 $ 21,350 As of March 31, 2020 the Company had unrecognized pre-tax compensation expense of $1,216,516 related to non-vested stock options under the Plan of which $574,883, $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: Three Months Ended March 31, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.24 % Exercise price per stock option $ 7.73 $ 7.69 Market price per share $ 7.27 $ 7.24 Weighted average fair value per stock option $ 3.51 $ 3.51 The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. The Company also awards common stock under the Plan 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 three months ended March 31, 2020 and 2019, the Company recognized non-cash share-based compensation expense relating to stock grants of $31,250 and $25,000, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7 - Earnings Per Share A reconciliation of shares used in calculating basic and diluted per share data is as follows: Three Months Ended March 31, 2020 2019 Net loss available to common stockholders $ (11,427,380) $ (3,376,737) Basic weighted-average shares outstanding 12,004,598 11,970,743 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) — — Assumed issuance of shares from exercise of warrants (a) — — Diluted weighted-average shares outstanding (a) 12,004,598 11,970,743 Loss per share: Basic and diluted $ (0.95) $ (0.28) (a) For the three months ended March 31, 2020 and 2019, common stock equivalents totaling 101,894 and 109,926, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs
Programming Costs | 3 Months Ended |
Mar. 31, 2020 | |
Entertainment [Abstract] | |
Programming Costs | Note 8 – Programming Costs Programming costs, net of amortization, consists of the following: March 31, December 31, 2020 2019 Released, net of accumulated amortization of $9,739,813 and $9,682,935, respectively $ 12,604,907 $ 11,571,785 In production — 991,277 In development 2,941,950 1,896,209 $ 15,546,857 $ 14,459,271 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 three months ended March 31, 2020 and 2019 the Company recognized amortization related to episodic television programs of $56,878 and $61,798, respectively. During the three months ended March 31, 2020 and 2019, the Company did not record any impairments related to our programming costs. |
Film Library
Film Library | 3 Months Ended |
Mar. 31, 2020 | |
Film Costs [Abstract] | |
Film Library | Note 9 – Film Library Film library costs, net of amortization, consists of the following: March 31, December 31, 2020 2019 Acquisition costs $ 57,824,149 $ 51,270,615 Accumulated amortization (20,461,547) (18,020,466) Net film library costs $ 37,362,602 $ 33,250,149 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. Film library amortization recorded in the condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019 was $2,441,081 and $871,126, respectively. During the three months ended March 31, 2020 and 2019, the Company did not record any impairments related to our film library. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 10 - Intangible Assets Indefinite lived intangible assets, consists of the following: March 31, December 31, 2020 2019 Intangible asset - video content license $ 5,000,000 $ 5,000,000 Popcornflix film rights and other assets 7,163,943 7,163,943 $ 12,163,943 $ 12,163,943 Intangible assets, net, consists of the following: March 31, December 31, 2020 2019 Acquired customer base, net $ 1,545,913 $ 1,660,425 Non-compete agreement, net 242,994 287,175 Website development, net 227,072 259,510 Crackle Plus customer user base, net 7,285,658 11,259,653 Crackle Plus content rights, net 1,210,024 1,352,381 Crackle brand value, net 16,456,129 17,127,807 Crackle Plus partner agreements, net 3,304,714 3,505,000 $ 30,272,504 $ 35,451,951 Amortization expense was $5,179,447 and $191,132 for the three ended March 31, 2020 and 2019, respectively. As of March 31, 2020 amortization expense for the next 5 years is expected be: Remainder of 2020 $ 10,902,014 2021 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 Thereafter 3,694,233 Total $ 30,272,504 Goodwill consists of the following: March 31, December 31, 2020 2019 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 18,911,027 $ 21,448,106 $ 21,448,106 There was no impairment recorded related to goodwill and intangible assets in the three months ended March 31, 2020 and 2019, respectively. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2020 | |
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 agreement 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 (“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. (which amount increased to 6.25% in March 2020 due to our failure to maintain a 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 creation of the Landmark Studio Group subsidiary, 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: March 31, December 31, 2020 2019 Commercial Loan $ 14,400,000 $ 15,200,000 Revolving Credit Facility 5,000,000 5,000,000 Total Debt 19,400,000 20,200,000 Less: debt issuance costs 179,373 189,525 Less: current portion 3,200,000 3,200,000 Total long-term debt $ 16,020,627 $ 16,810,475 The Amended and Restated Loan Agreement includes customary financial covenants, restrictions and interest rate covenants 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 maintaining a minimum debt service coverage ratio of 1.25 to 1.0. The Company did not maintain an average balance of $2,500,000 during the 90-day trailing period ended March 31, 2020 and did not cure such failure within 30 days, and as a result the interest rate increased by 0.50%, from 5.75% to 6.25%. The Company was in compliance with all other covenants as of March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Remainder of 2020 $ 2,400,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 19,400,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The Company’s current and deferred income tax provision (benefit) are as follows: Three Months Ended March 31, 2020 2019 Current provision: States $ 49,000 $ 27,000 Total current provision 49,000 27,000 Deferred provision: Federal — (343,000) States — (122,000) Total deferred provision — (465,000) Total provision for income taxes $ 49,000 $ (438,000) Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: March 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 11,292,000 $ 9,680,000 Acquisition-related costs 750,000 723,000 Film library and other intangibles 4,226,000 3,769,000 Deferred state taxes 34,000 34,000 Less: valuation allowance (13,548,000) (11,243,000) Total deferred tax assets 2,754,000 2,963,000 Deferred tax liabilities: Programming costs 2,836,000 2,820,000 Other assets (82,000) 143,000 Total deferred tax liabilities 2,754,000 2,963,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $41,938,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $31,873,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 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 company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The deferred tax asset valuation allowance increased by $2,305,000 and $104,000 in the three months ended March 31, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions (a) Affiliate Resources and Obligations 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 three months ended March 31, 2020 and 2019, the Company recorded management fee expense of $662,203 and $109,635, respectively, payable to CSS. On August 1, 2019, we entered into an amendment (“Amendment”) to the CSS Management Agreement. The Amendment retroactively removed our obligation to pay sales commissions to CSS in connection with sponsorships for our video content or other revenue generating transactions arranged by CSS or its affiliates. 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 three months ended March 31, 2020 and 2019, the Company recorded total license fee expense (including for marketing support) of $662,204 and $109,635, respectively, payable to CSS. We believe that the terms and conditions of the CSS License Agreement, which provides us with the rights to use the trademark and intellectual property in connection with our video content, are more favorable to us than any similar agreement we could have negotiated with an independent third party. 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 The Company provides 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 The Company provides 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. Due from Affiliated Companies At March 31, 2020 and December 31, 2019, the Company is owed $6,790,980 and $7,642,432, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. As noted above, advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 - Commitments and Contingencies Operating Leases The Company is 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 $480,301 and $113,210 for the three months ended March 31, 2020 and 2019, respectively. The Company does not record rent expense for its Connecticut office as it is included under the Management Agreement with CSS Future minimum payments under non-cancelable operating lease agreements as of March 31, 2020 were as follows: Remainder of 2020 4,461,984 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 $ 27,037,788 Legal and Other Matters We are not presently a party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on our business, financial position, results of operations, and /or cash flows. Additionally, although we have specific insurance for certain potential risks, we may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on our business, financial position, results of operations, and /or cash flows. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Note 15 – Equity 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 its Preferred Units in the Crackle Plus joint venture into Common Units representing common ownership of 49% in the Crackle Plus joint venture or into Series A Preferred Stock in the Company. Based on the terms of the transaction agreement, the noncontrolling interest in the Crackle Plus joint venture 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. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | Note 16 – Segment Reporting and Geographic Information The Company’s reportable segment has 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, across two operations areas, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. We have a presence in over 56 countries and territories worldwide and intend to continue to sell our video content internationally. Net revenue generated in the United States accounted for approximately 99% of total net revenue for the three months ended March 31, 2020 and 2019. Remaining net revenue was generated in the rest of the world. Long-lived assets are 100% based in the United States |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events COVID-19 There are many uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, vendors, and business partners. While the pandemic did not materially adversely affect the Company’s financial results and business operations in the Company’s first fiscal quarter ended March 31, 2020, we are unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments accordingly, if necessary. Series A Preferred Stock Dividends The Company has declared and paid monthly dividends of $0.2031 per share on its 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) to holders of record as of March 31, 2020 and April 30, 2020. The monthly dividend for March was paid on April 15, 2020 and the monthly dividend for April is expected to be paid on May 15, 2020. The total dividends declared and paid in April and May was approximately $325,000, respectively. |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
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 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 9,025,710 % $ 735,264 % Distribution and Production 5,092,789 % 1,790,234 % Total revenue 14,118,499 % 2,525,498 115 % Less: returns and allowances (874,426) (6) % (332,344) % Net revenue $ 13,244,073 100 % $ 2,193,154 100 % |
Contract with Customer, Asset and Liability [Table Text Block] | March 31, December 31, 2020 2019 Contract Assets $ 25,017,923 $ 34,661,119 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Outstanding at December 31, 2019 1,032,500 $ 7.73 3.33 $ 576,000 Outstanding at March 31, 2020 1,032,500 $ 7.73 3.06 $ 21,350 Vested and exercisable at March 31, 2020 740,000 $ 7.43 2.42 $ 21,350 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.24 % Exercise price per stock option $ 7.73 $ 7.69 Market price per share $ 7.27 $ 7.24 Weighted average fair value per stock option $ 3.51 $ 3.51 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended March 31, 2020 2019 Net loss available to common stockholders $ (11,427,380) $ (3,376,737) Basic weighted-average shares outstanding 12,004,598 11,970,743 Effect of dilutive securities: Assumed issuance of shares from exercise of stock options (a) — — Assumed issuance of shares from exercise of warrants (a) — — Diluted weighted-average shares outstanding (a) 12,004,598 11,970,743 Loss per share: Basic and diluted $ (0.95) $ (0.28) (a) For the three months ended March 31, 2020 and 2019, common stock equivalents totaling 101,894 and 109,926, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs (Tables)
Programming Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entertainment [Abstract] | |
Schedule of programming costs, net of amortization | March 31, December 31, 2020 2019 Released, net of accumulated amortization of $9,739,813 and $9,682,935, respectively $ 12,604,907 $ 11,571,785 In production — 991,277 In development 2,941,950 1,896,209 $ 15,546,857 $ 14,459,271 |
Film Library (Tables)
Film Library (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Film Costs [Abstract] | |
Schedule of film library costs | March 31, December 31, 2020 2019 Acquisition costs $ 57,824,149 $ 51,270,615 Accumulated amortization (20,461,547) (18,020,466) Net film library costs $ 37,362,602 $ 33,250,149 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | March 31, December 31, 2020 2019 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] | March 31, December 31, 2020 2019 Acquired customer base, net $ 1,545,913 $ 1,660,425 Non-compete agreement, net 242,994 287,175 Website development, net 227,072 259,510 Crackle Plus customer user base, net 7,285,658 11,259,653 Crackle Plus content rights, net 1,210,024 1,352,381 Crackle brand value, net 16,456,129 17,127,807 Crackle Plus partner agreements, net 3,304,714 3,505,000 $ 30,272,504 $ 35,451,951 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of 2020 $ 10,902,014 2021 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 Thereafter 3,694,233 Total $ 30,272,504 |
Schedule of Goodwill [Table Text Block] | March 31, December 31, 2020 2019 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 18,911,027 $ 21,448,106 $ 21,448,106 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, December 31, 2020 2019 Commercial Loan $ 14,400,000 $ 15,200,000 Revolving Credit Facility 5,000,000 5,000,000 Total Debt 19,400,000 20,200,000 Less: debt issuance costs 179,373 189,525 Less: current portion 3,200,000 3,200,000 Total long-term debt $ 16,020,627 $ 16,810,475 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Remainder of 2020 $ 2,400,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 19,400,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended March 31, 2020 2019 Current provision: States $ 49,000 $ 27,000 Total current provision 49,000 27,000 Deferred provision: Federal — (343,000) States — (122,000) Total deferred provision — (465,000) Total provision for income taxes $ 49,000 $ (438,000) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | March 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 11,292,000 $ 9,680,000 Acquisition-related costs 750,000 723,000 Film library and other intangibles 4,226,000 3,769,000 Deferred state taxes 34,000 34,000 Less: valuation allowance (13,548,000) (11,243,000) Total deferred tax assets 2,754,000 2,963,000 Deferred tax liabilities: Programming costs 2,836,000 2,820,000 Other assets (82,000) 143,000 Total deferred tax liabilities 2,754,000 2,963,000 Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | Remainder of 2020 4,461,984 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 $ 27,037,788 |
Description of the Business (De
Description of the Business (Details) | 3 Months Ended |
Mar. 31, 2020segmentcountry | |
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 |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 27, 2019 |
Purchase price consideration allocated to fair value of net assets acquired: | |||
Programming Rights | $ 600,551 | $ 654,303 | |
Goodwill | $ 21,448,106 | $ 21,448,106 | |
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) - Crackle Plus Entity [Member] - USD ($) | Mar. 27, 2019 | Mar. 27, 2019 |
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | $ 51,672,531 | $ 51,672,531 |
Fair Value Of Preferred Units | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 36,350,000 | |
Fair Value Of Warrants Csse | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 10,899,204 | |
Fair Value Of Put Option | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | $ 4,423,327 |
Business Combination (Details)
Business Combination (Details) | Mar. 27, 2019USD ($)Yshares | Mar. 27, 2019USD ($)Y | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 27, 2019$ / shares | Mar. 27, 2019shares | Mar. 27, 2019 | Mar. 27, 2019USD ($) |
Amortization method | straight-line basis | |||||||
Goodwill | $ 21,448,106 | $ 21,448,106 | ||||||
Measurement Input, Share Price [Member] | ||||||||
Strike prices and market price | $ / shares | 7.74 | |||||||
Pivotshare Inc | ||||||||
Goodwill | $ 1,300,319 | $ 1,300,319 | ||||||
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 | $ 51,672,531 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 9,289,245,000,000 | |||||||
Business Combination, Pro Forma Information, Gross Profit Of Acquiree Since Acquisition Date | 2,365,802,000,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 6,018,032,000,000 | |||||||
Goodwill | $ 18,911,027 | |||||||
Amortization | 5,003,936 | |||||||
Depreciation | $ 1,014,096 | |||||||
Crackle Plus Entity [Member] | Measurement Input Strike Price [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 40,000,000 | |||||||
Crackle Plus Entity [Member] | Measurement Input, Option Volatility [Member] | ||||||||
Strike prices and market price | 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 | |||||||
Crackle Plus Entity [Member] | Measurement Input Initial Price Assumption [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 36,350,000 | |||||||
Crackle Plus Entity [Member] | Measurement Input, Price Volatility [Member] | Put Option [Member] | ||||||||
Initial price and strike price | 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 | 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 | |||||||
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 | |||||||
Exercise price of warrants or rights | $ / shares | $ 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 | |||||||
Exercise price of warrants or rights | $ / shares | 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 | |||||||
Exercise price of warrants or rights | $ / shares | 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 | |||||||
Exercise price of warrants or rights | $ / shares | $ 11.61 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 14,118,499 | $ 2,525,498 |
Less: returns and allowances | (874,426) | (332,344) |
Net revenue | $ 13,244,073 | $ 2,193,154 |
Concentration risk percentage | 106.00% | 115.00% |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 13,244,073 | $ 2,193,154 |
Concentration risk percentage | 100.00% | 100.00% |
Sales Returns and Allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Less: returns and allowances | $ (874,426) | $ (332,344) |
Concentration risk percentage | (6.00%) | (15.00%) |
Online networks | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 9,025,710 | $ 735,264 |
Concentration risk percentage | 68.00% | 33.00% |
Distribution and Production | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 5,092,789 | $ 1,790,234 |
Concentration risk percentage | 38.00% | 82.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset and Liability [Abstract] | ||
Contract Assets | $ 25,017,923 | $ 34,661,119 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Impairment losses from CSSE contracts with customers | $ 0 | $ 0 | |
Number of television series and feature films own the copyrights or long-term distribution rights | item | 1,000 | ||
Contract Liabilities | $ 0 | $ 0 | |
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) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options, Total outstanding at the beginning of the period | 1,032,500 | |
Number of Stock Options, Total outstanding at the end of the period | 1,032,500 | 1,032,500 |
Number of Stock Options, Total exercisable at March 31, 2020 | 740,000 | |
Weighted Average Exercise Price, Beginning of period | $ 7.73 | |
Weighted Average Exercise Price, End of period | 7.73 | $ 7.73 |
Weighted Average Exercise Price, Vested and Exercisable | $ 7.43 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 22 days | 3 years 3 months 29 days |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 2 years 5 months 1 day | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 576,000 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 21,350 | $ 576,000 |
Aggregate Intrinsic Value, Vested and Exercisable at March 31, 2020 | $ 21,350 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.10% | 56.10% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.22% | 2.24% |
Exercise price per stock option | $ 7.73 | $ 7.69 |
Market price per share | 7.27 | 7.24 |
Weighted average fair value per stock option | $ 3.51 | $ 3.51 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 13, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock equivalents authorized under Plan | 1,250,000 | ||||||
Unrecognized pre-tax compensation expense | $ 1,216,516 | ||||||
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 | $ 574,883 | ||||
Straight-line [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | 213,585 | $ 190,847 | |||||
Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 31,250 | $ 25,000 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 0 | ||||||
Stock options forfeited | 0 | ||||||
Stock options exercised | 0 | ||||||
Stock options expired | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation Per share [Abstract] | ||
Net loss available to common stockholders | $ (11,427,380) | $ (3,376,737) |
Basic weighted-average shares outstanding | 12,004,598 | 11,970,743 |
Diluted weighted-average shares outstanding | 12,004,598 | 11,970,743 |
Loss per share: | ||
Basic and diluted | $ (0.95) | $ (0.28) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock | ||
Antidilutive securities | 101,894 | 109,926 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Entertainment [Abstract] | |||
Released, net of accumulated amortization of $9,739,813 and $9,682,935, respectively | $ 12,604,907 | $ 11,571,785 | |
In production | 991,277 | ||
In development | 2,941,950 | 1,896,209 | |
Net programming costs | 15,546,857 | 14,459,271 | |
Released net of accumulated amortization | 9,739,813 | $ 9,682,935 | |
Amortization expense of episodic television programs | $ 56,878 | $ 61,798 |
Film Library (Details)
Film Library (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Film Costs [Abstract] | ||
Acquisition costs | $ 57,824,149 | $ 51,270,615 |
Accumulated amortization | (20,461,547) | (18,020,466) |
Net film library costs | $ 37,362,602 | $ 33,250,149 |
Film Library- Narrative (Detail
Film Library- Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Film Libraries [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,441,081 | $ 871,126 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite lived Intangible assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
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 - Finite-live
Intangible Assets - Finite-lived (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible assets | $ 30,272,504 | $ 35,451,951 |
Acquired customer base, net | ||
Intangible assets | 1,545,913 | 1,660,425 |
Non-compete agreement, net | ||
Intangible assets | 242,994 | 287,175 |
Website Development, net | ||
Intangible assets | 227,072 | 259,510 |
Crackle Plus Customer User Base, net | ||
Intangible assets | 7,285,658 | 11,259,653 |
Crackle Plus Content Rights, net | ||
Intangible assets | 1,210,024 | 1,352,381 |
Crackle Brand Value, net | ||
Intangible assets | 16,456,129 | 17,127,807 |
Crackle Plus Partner Agreements, net | ||
Intangible assets | $ 3,304,714 | $ 3,505,000 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2020 | $ 10,902,014 |
2021 | 4,755,536 |
2022 | 4,159,440 |
2023 | 3,774,138 |
2024 | 2,987,143 |
Thereafter | 3,694,233 |
Amortization expense | $ 30,272,504 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill | $ 21,448,106 | $ 21,448,106 |
Pivotshare Inc | ||
Goodwill | 1,300,319 | 1,300,319 |
A Plus | ||
Goodwill | 1,236,760 | 1,236,760 |
Crackle Plus | ||
Goodwill | $ 18,911,027 | $ 18,911,027 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 5,179,447 | $ 191,132 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Long-term Debt - Schedule (Deta
Long-term Debt - Schedule (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total debt | $ 19,400,000 | $ 20,200,000 |
Less: debt issuance costs | 179,373 | 189,525 |
Less: current portion | 3,200,000 | 3,200,000 |
Total long-term debt | 16,020,627 | 16,810,475 |
Commercial Loan | ||
Total debt | 14,400,000 | 15,200,000 |
Revolving credit facility | ||
Total debt | $ 5,000,000 | $ 5,000,000 |
Long-term Debt - Future princip
Long-term Debt - Future principal payments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 | $ 2,400,000 | |
2021 | 3,200,000 | |
2022 | 8,200,000 | |
2023 | 3,200,000 | |
2024 | 2,400,000 | |
Total debt | $ 19,400,000 | $ 20,200,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Oct. 01, 2019USD ($) | Aug. 22, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 30, 2020 | Oct. 11, 2019USD ($) |
Term of interest paid | 9 days | ||||||
Total debt | $ 19,400,000 | $ 19,400,000 | $ 20,200,000 | ||||
Number of trailing days the collateral threshold must be met to avoid interest rate increase | 90 days | ||||||
Revolving credit facility | |||||||
Original principal amount | $ 5,000,000 | ||||||
Interest rate | 8.00% | ||||||
Total debt | $ 5,000,000 | $ 5,000,000 | 5,000,000 | ||||
Revolving Line of Credit | |||||||
Total debt | $ 3,500,000 | ||||||
Commercial Loan | |||||||
Original principal amount | $ 16,000,000 | ||||||
Loss on debt extinguishment | 350,691 | ||||||
Interest rate | 5.75% | 6.25% | 6.25% | 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 | $ 2,500,000 | $ 2,500,000 | ||||
Increase of interest rate | 0.50% | 6.25% | 0.50% | ||||
Debt coverage ratio | 1.25 | ||||||
Fees paid | $ 68,090 | ||||||
Total debt | $ 14,400,000 | $ 14,400,000 | $ 15,200,000 | ||||
Term Loan | |||||||
Total debt | $ 5,000,000 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Current provision (benefit): | ||
States | $ 49,000 | $ 27,000 |
Total current provision | 49,000 | 27,000 |
Deferred provision (benefit): | ||
Federal | (343,000) | |
States | (122,000) | |
Total deferred provision | (465,000) | |
Total provision for income taxes | $ 49,000 | $ (438,000) |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 11,292,000 | $ 9,680,000 |
Acquisition-related costs | 750,000 | 723,000 |
Film library and other intangibles | 4,226,000 | 3,769,000 |
Deferred state taxes | 34,000 | 34,000 |
Less: valuation allowance | (13,548,000) | (11,243,000) |
Total Deferred Tax Assets | 2,754,000 | 2,963,000 |
Deferred Tax Liabilities: | ||
Programming costs | 2,836,000 | 2,820,000 |
Other assets | (82,000) | 143,000 |
Total Deferred Tax Liabilities | 2,754,000 | 2,963,000 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating loss carryforward subject to expiration | $ 41,938,000 | |
Operating loss carryforwards not subject to expiration with limited annual deduction | $ 31,873,000 | |
Percentage of operating loss carryforwards offset on taxable income | 80.00% | |
Operating loss carryforwards limitations on use | The Company and its subsidiaries have combined net operating losses of approximately $41,938,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $31,873,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 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. | |
Deferred tax asset valuation allowance | $ 2,305,000 | $ 104,000 |
Tax Year 2031 to 2037 | ||
Operating loss carryforward subject to expiration | $ 10,845,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Due from affiliated companies | $ 6,790,980 | $ 7,642,432 | ||
CSS | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fees as a percent of net revenue | 5.00% | |||
Management fee expense | $ 662,203 | $ 109,635 | ||
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 | |||
CSS | License Agreement | ||||
Related Party Transaction [Line Items] | ||||
License fee expense | $ 662,204 | $ 109,635 | ||
Quarterly license fee as a percent of net revenue | 4 | |||
Quarterly marketing fees as a percent of net revenue | 1.00% | |||
Crackle Plus | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fee as a percent on gross revenue | 5 | |||
Landmark Studios Group | Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Quarterly management fee as a percent on gross revenue | 5 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 4,461,984 |
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 | $ 27,037,788 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 480,301 | $ 113,210 |
Equity (Details)
Equity (Details) - Crackle Plus Entity [Member] | Mar. 31, 2020 |
Common ownership percent | 49.00% |
Noncontrolling interests percent | 1.00% |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Details) | 3 Months Ended | |
Mar. 31, 2020segmentcountry | Mar. 31, 2019 | |
Number of reportable segments | segment | 1 | |
Number of countries and territories worldwide the company has a presence | country | 56 | |
Concentration risk percentage | 106.00% | 115.00% |
UNITED STATES | ||
Percent of consolidated long-lived assets | 100.00% | 100.00% |
Sales Revenue, Net [Member] | UNITED STATES | ||
Concentration risk percentage | 99.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Series A Preferred Stock - USD ($) | May 15, 2020 | Apr. 30, 2020 | Apr. 15, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||||
Dividends payable | $ 0.2031 | |||
Dividend percentage | 9.75% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends payable | $ 0.2031 | |||
Dividend percentage | 9.75% | |||
Dividends declared and paid | $ 325,000 | $ 325,000 |