Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 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 | Q2 | |
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 | 12,648,898 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,834,960 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,813,938 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 4,655,317 | $ 6,447,402 |
Accounts receivable, net | 22,573,432 | 34,661,119 |
Prepaid expenses and other current assets | 1,485,557 | 1,173,223 |
Goodwill | 21,448,106 | 21,448,106 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 25,093,057 | 35,451,951 |
Film library, net | 41,105,470 | 33,250,149 |
Due from affiliated companies | 4,996,754 | 7,642,432 |
Programming costs and rights, net | 16,418,308 | 15,113,574 |
Other assets, net | 5,303,550 | 313,585 |
Total assets | 155,243,494 | 167,665,484 |
LIABILITIES AND EQUITY | ||
Current maturities of commercial loan | 3,200,000 | 3,200,000 |
Commercial loan, net of unamortized deferred finance cost of $169,219 and $189,525 respectively | 10,230,781 | 11,810,475 |
Notes payable under revolving credit facility | 5,000,000 | 5,000,000 |
Accounts payable and accrued expenses | 30,041,385 | 26,646,390 |
Ad representation fees payable | 8,511,033 | 12,429,838 |
Film library acquisition obligations | 8,335,600 | 5,020,600 |
Programming obligations | 6,416,012 | 7,300,861 |
Accrued participation costs | 12,064,073 | 5,066,512 |
Other liabilities | 1,484,050 | 170,106 |
Total liabilities | 85,282,934 | 76,644,782 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 1,599,002 shares issued and outstanding, redemption value of $39,975,050 | 160 | 160 |
Additional paid-in capital | 88,084,137 | 87,610,030 |
Deficit | (54,133,136) | (32,695,629) |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders’ equity | 33,319,640 | 54,283,039 |
Subsidiary convertible preferred stock | 36,350,000 | 36,350,000 |
Noncontrolling interests | 290,920 | 387,663 |
Total equity | 69,960,560 | 91,020,702 |
Total liabilities and equity | 155,243,494 | 167,665,484 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock value | 426 | 425 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock value | $ 782 | $ 782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs | $ 169,219 | $ 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 |
Common Stock, Shares, Outstanding | 7,813,938 | 7,813,938 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Online networks | $ 5,360,693 | $ 10,009,078 | $ 14,386,403 | $ 10,744,342 |
Distribution and Production | 8,537,956 | 2,202,451 | 13,630,745 | 3,992,685 |
Total revenue | 13,898,649 | 12,211,529 | 28,017,148 | 14,737,027 |
Less: returns and allowances | (378,109) | (241,047) | (1,252,535) | (573,391) |
Net revenue | 13,520,540 | 11,970,482 | 26,764,613 | 14,163,636 |
Cost of revenue | 12,933,545 | 8,321,994 | 22,843,935 | 9,954,095 |
Gross profit | 586,995 | 3,648,488 | 3,920,678 | 4,209,541 |
Operating expenses: | ||||
Selling, general and administrative | 7,052,776 | 4,700,424 | 13,892,673 | 7,522,481 |
Amortization and depreciation | 5,241,415 | 729,991 | 10,446,143 | 935,614 |
Management and license fees | 1,352,054 | 1,195,520 | 2,676,461 | 1,414,790 |
Total operating expenses | 13,646,245 | 6,625,935 | 27,015,277 | 9,872,885 |
Operating loss | (13,059,250) | (2,977,447) | (23,094,599) | (5,663,344) |
Interest expense | 333,903 | 146,359 | 663,028 | 287,482 |
Acquisition-related costs | 2,258,801 | 98,926 | 2,656,736 | |
Other non-operating income, net | (4,331,409) | (12,024) | (4,337,847) | (25,549) |
Loss before income taxes and preferred dividends | (9,061,744) | (5,370,583) | (19,518,706) | (8,582,013) |
Provision for (benefit from) income taxes | 18,000 | (253,000) | 67,000 | (691,000) |
Net loss before noncontrolling interests and preferred dividends | (9,079,744) | (5,117,583) | (19,585,706) | (7,891,013) |
Net loss attributable to noncontrolling interests | (43,889) | 513 | (96,743) | 513 |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (9,035,855) | (5,118,096) | (19,488,963) | (7,891,526) |
Less: preferred dividends | 974,272 | 797,981 | 1,948,544 | 1,401,288 |
Net loss available to common stockholders | $ (10,010,127) | $ (5,916,077) | $ (21,437,507) | $ (9,292,814) |
Net loss per common share: | ||||
Basic and diluted | $ (0.83) | $ (0.49) | $ (1.79) | $ (0.78) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - USD ($) | Common Class ACommon Stock | Common Class BCommon Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | 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, 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 | ||||||
Net loss | (7,891,526) | ||||||||
Balance at Jun. 30, 2019 | $ 423 | $ 782 | $ 134 | 84,995,345 | (7,011,627) | (632,729) | $ 36,350,000 | $ 522,458 | 114,224,786 |
Balance (in shares) at Jun. 30, 2019 | 4,247,706 | 7,813,938 | 1,338,002 | ||||||
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 | ||||||
Share based compensation - common stock | 275,097 | 275,097 | |||||||
Issuance of Preferred stock | $ 28 | 6,987,597 | 6,987,625 | ||||||
Issuance of Preferred stock (in shares) | 279,505 | ||||||||
Preferred stock issuance costs | (538,295) | (538,295) | |||||||
Stock options exercised | $ 2 | 160,159 | 160,161 | ||||||
Stock options exercised (in shares) | 16,666 | ||||||||
Conversion of Class B shares to Class A shares (in shares) | 3,300 | (3,300) | |||||||
Dividends | (797,981) | (797,981) | |||||||
Crackle business combination | 15,322,531 | 36,350,000 | 521,945 | 52,194,476 | |||||
Net income loss attributable to noncontrolling interest | 513 | 513 | |||||||
Net loss | (5,118,096) | (5,118,096) | |||||||
Balance at Jun. 30, 2019 | $ 423 | $ 782 | $ 134 | 84,995,345 | (7,011,627) | (632,729) | 36,350,000 | 522,458 | 114,224,786 |
Balance (in shares) at Jun. 30, 2019 | 4,247,706 | 7,813,938 | 1,338,002 | ||||||
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 income 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 | ||||||
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 | ||||||
Net loss | (19,488,963) | ||||||||
Balance at Jun. 30, 2020 | $ 426 | $ 782 | $ 160 | 88,084,137 | (54,133,136) | (632,729) | 36,350,000 | 290,920 | 69,960,560 |
Balance (in shares) at Jun. 30, 2020 | 4,267,725 | 7,813,938 | 1,599,002 | ||||||
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 | ||||||
Share based compensation - stock options | 198,023 | 198,023 | |||||||
Share based compensation - common stock | 31,250 | 31,250 | |||||||
Dividends | (974,272) | (974,272) | |||||||
Net income loss attributable to noncontrolling interest | (43,889) | (43,889) | |||||||
Net loss | (9,035,855) | (9,035,855) | |||||||
Balance at Jun. 30, 2020 | $ 426 | $ 782 | $ 160 | $ 88,084,137 | $ (54,133,136) | $ (632,729) | $ 36,350,000 | $ 290,920 | $ 69,960,560 |
Balance (in shares) at Jun. 30, 2020 | 4,267,725 | 7,813,938 | 1,599,002 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from Operating Activities: | ||
Net loss | $ (19,585,706) | $ (7,891,013) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Share-based compensation | 474,108 | 490,944 |
Amortization of programming costs and rights | 165,393 | 269,971 |
Amortization of deferred financing costs | 20,306 | 51,647 |
Amortization and depreciation of intangibles, property and equipment | 10,701,700 | 935,614 |
Amortization of film library | 8,800,473 | 2,260,861 |
Bad debt and video return expense | 2,534,336 | 518,515 |
Realized and unrealized losses on marketable securities | 100,607 | 0 |
Other non-operating income | (5,404,482) | 0 |
Deferred income taxes | 0 | (801,000) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 9,553,351 | (7,400,171) |
Prepaid expenses and other assets | (1,092,921) | (1,247,926) |
Programming costs and rights | (1,470,127) | (1,494,886) |
Film library | (16,655,794) | (8,101,768) |
Accounts payable, accrued expenses and other payables | 280,672 | 14,264,609 |
Film library acquisition and programming obligations | 2,430,151 | 2,837,500 |
Accrued participation costs | 6,997,561 | (424,982) |
Other liabilities | 1,313,944 | (273,868) |
Net cash used in operating activities | (836,428) | (6,005,953) |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (387,386) | 0 |
Sales of marketable securities | 334,595 | 0 |
Decrease (increase) in due from affiliated companies | 2,645,678 | (3,898,487) |
Net cash provided by (used in) investing activities | 2,592,887 | (3,898,487) |
Cash flows from Financing Activities: | ||
Repayments of commercial loan | (1,600,000) | (500,000) |
Payment of preferred stock issuance costs | 0 | (826,455) |
Proceeds from issuance of common stock under equity plans | 0 | 160,161 |
Payment of deferred financing costs | 0 | (12,348) |
Proceeds from issuance of Series A preferred stock | 0 | 10,487,625 |
Dividends paid to preferred stockholders | (1,948,544) | (1,401,288) |
Net cash (used in) provided by financing activities | (3,548,544) | 7,907,695 |
Net decrease in cash and cash equivalents | (1,792,085) | (1,996,745) |
Cash and cash equivalents at beginning of period | 6,447,402 | 7,201,758 |
Cash and cash equivalents at end of the period | 4,655,317 | 5,205,013 |
Supplemental data: | ||
Interest paid | 443,581 | 238,192 |
Noncash investing activities (accrued property and equipment) | 4,600,000 | 0 |
Noncash investing activities (Crackle Plus business combination) | $ 0 | $ 51,672,531 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheets | ||
Cash and cash equivalents | $ 4,655,317 | $ 4,455,013 |
Restricted cash | 0 | 750,000 |
Total cash, cash equivalents and restricted cash per statements of cash flows | $ 4,655,317 | $ 5,205,013 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 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 | 6 Months Ended |
Jun. 30, 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. Based on the Company’s preliminary assessment, the impact of implementation is not expected to be material. 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 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 condensed 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 condensed 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. Based on the Company’s preliminary assessment, the impact of implementation is expected to have a material impact on its condensed consolidated financial statements. If adopted, the Company estimates the right-of-use lease asset and corresponding lease liability will each total approximately $15,800,000, respectively, as of June 30, 2020. The Company does not expect adoption to have any material impact on its results from operations and financial condition. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 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 our 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“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 initial purchase price allocation was preliminary and subject to change up to one year after the date of acquisition. The final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows: May 14, 2019 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 was 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 valuations performed by independent third party valuation experts. 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 following table illustrates Crackle’s stand-alone financial performance included in the Company’s condensed consolidated statement of operations: Three Months Ended June 30, 2020 2019 Gross revenue $ 5,852,767 $ 9,421,629 Gross margin $ (45,092) $ 3,159,812 Net (loss) income $ (4,119,889) $ 423,566 Six Months Ended June 30, 2020 2019 Gross revenue $ 15,142,012 $ 9,421,629 Gross margin $ 2,320,711 $ 3,159,812 Net (loss) income $ (10,137,921) $ 423,566 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 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 June 30, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 5,360,693 % $ 10,009,078 % Distribution and Production 8,537,956 % 2,202,451 % Total revenue 13,898,649 % 12,211,529 102 % Less: returns and allowances (378,109) (3) % (241,047) % Net revenue $ 13,520,540 100 % $ 11,970,482 100 % Six Months Ended June 30, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 14,386,403 % $ 10,744,342 % Television and film distribution 13,630,745 % 3,992,685 % Total revenue 28,017,148 % 14,737,027 % Less: returns and allowances (1,252,535) % (573,391) % Net revenue $ 26,764,613 % $ 14,163,636 % 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 Crackle Plus networks. We also distribute our own and third-party owned content to consumers across various digital platforms through our SVOD network, Pivotshare. We generate advertising revenues primarily by serving video advertisements to our streaming viewers on our AVOD networks and subscription revenue from customers on our SVOD network. 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. Television and Film Distribution and Production In this operations area, the Company distributes movies and television series worldwide, through Screen Media, 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, representing one of the largest independently owned libraries of filmed entertainment in the world. Historically, we produced content in two main ways: we worked with sponsors and used highly regarded independent producers to develop and produce our television and short-form video content, including Brand-related content. We also derived revenue from our subsidiary, A Plus, which develops and distributes high-quality, empathetic short-form videos to millions of people worldwide. 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. In October 2019, we launched Landmark Studio Group, our first production co-venture subsidiary. Landmark Studio Group is a fully integrated entertainment company focused on ownership, development, and production of quality entertainment franchises. 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 and six months ended June 30, 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 balances Contract balances include the following: June 30, December 31, 2020 2019 Accounts receivable, net $ 15,717,939 $ 23,266,611 Contract assets (included in accounts receivable) 6,855,493 11,394,508 Total accounts receivable, net $ 22,573,432 $ 34,661,119 Deferred revenue (included in other liabilities) $ 994,580 $ — Contract assets are primarily comprised of contract obligations that are generally satisfied over time under the terms of our contracts with customers 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 generally receive payments from customers based upon contractual billing schedules and arrangements. Contract receivables are recognized in the period the Company performs the agreed upon performance obligations and the Company’s right to consideration becomes unconditional. Payment terms vary by the type and location of our customer and the products or services provided. 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 or quarterly 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 date 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. 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2020 and 2019, the Company recognized $198,023 and $250,097, respectively, and for the six months ended June 30, 2020 and 2019, the Company recognized $411,608 and $440,944, 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 six months ended June 30, 2020. Stock options as of June 30, 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 June 30, 2020 1,032,500 $ 7.73 2.79 $ 137,250 Vested and exercisable at June 30, 2020 785,833 $ 7.49 2.24 $ 137,250 As of June 30, 2020 the Company had unrecognized pre-tax compensation expense of $1,018,493 related to non-vested stock options under the Plan of which $376,860, $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: Six Months Ended June 30, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.0 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.23 % Exercise price per stock option $ 7.73 $ 7.77 Market price per share $ 7.27 $ 7.34 Weighted average fair value per stock option $ 3.51 $ 3.55 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 third-party consultants 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 June 30, 2020 and 2019, the Company recognized non-cash share-based compensation expense relating to stock grants of $31,250 and $25,000, respectively. For the six months ended June 30, 2020 and 2019, the Company recognized non-cash share-based compensation expense relating to stock grants of $62,500 and $50,000, respectively |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7 - Earnings Per Share Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. The dilutive effect of outstanding common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. Basic and diluted earnings per share are computed as follows: Three Months Ended June 30, 2020 2019 Net loss available to common stockholders $ (10,010,127) $ (5,916,077) Basic weighted-average shares outstanding 12,007,428 11,984,296 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) 12,007,428 11,984,296 Loss per share: Basic and diluted $ (0.83) $ (0.49) (a) For the three months ended June 30, 2020 and 2019, common stock equivalents totaling 83,282 and 147,244, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Six Months Ended June 30, 2020 2019 Net loss available to common stockholders $ (21,437,507) $ (9,292,814) Basic weighted-average shares outstanding 12,006,013 11,977,557 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) 12,006,013 11,977,557 Loss per share: Basic and diluted $ (1.79) $ (0.78) (a) For the six months ended June 30, 2020 and 2019, common stock equivalents totaling 91,829 and 107,054, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs
Programming Costs | 6 Months Ended |
Jun. 30, 2020 | |
Entertainment [Abstract] | |
Programming Costs | Note 8 – Programming Costs Programming costs and rights, consists of the following: June 30, December 31, 2020 2019 Programming costs released $ 22,344,720 $ 21,254,720 In production — 991,277 In development 3,267,613 1,896,209 Accumulated depreciation (9,746,686) (9,682,935) Programming costs, net 15,865,647 14,459,271 Programming rights 1,155,364 1,155,364 Accumulated depreciation (602,703) (501,061) Programming rights, net 552,661 654,303 Total $ 16,418,308 $ 15,113,574 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. Amortization expense related to episodic television programs was $6,873 and $34,640 for the three months ended June 30, 2020 and 2019, respectively, and $63,751 and $96,437 for the six months ended June 30, 2020 and 2019, respectively. During the three and six months ended June 30, 2020 and 2019, the Company did not record any impairments related to our programming costs. Programming rights consists of licenses to various titles which the company makes available for streaming on Crackle for an agreed upon license period. Amortization expense related to programming rights was $47,891 and $173,533 for the three months ended June 30, 2020 and 2019, respectively, and $101,642 and $173,534 for the six months ended June 30, 2020 and 2019, respectively. |
Film Library
Film Library | 6 Months Ended |
Jun. 30, 2020 | |
Film Costs [Abstract] | |
Film Library | Note 9 – Film Library Film library costs, net of amortization, consists of the following: June 30, December 31, 2020 2019 Acquisition costs $ 67,926,409 $ 51,270,615 Accumulated amortization (26,820,939) (18,020,466) Net film library costs $ 41,105,470 $ 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 expense was $6,359,392 and $1,389,735 for the three months ended June 30, 2020 and 2019, respectively, and $8,800,473 and $2,260,861 for the six months ended June 30, 2020 and 2019, respectively. During the three and six months ended June 30, 2020 and 2019, the Company did not record any impairments related to our film library. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 10 - Intangible Assets Indefinite lived intangible assets, consists of the following: June 30, 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: June 30, December 31, 2020 2019 Acquired customer base, net $ 1,431,401 $ 1,660,425 Non-compete agreement, net 198,813 287,175 Website development, net 194,633 259,510 Crackle Plus customer user base, net 3,311,663 11,259,653 Crackle Plus content rights, net 1,067,669 1,352,381 Crackle brand value, net 15,784,450 17,127,807 Crackle Plus partner agreements, net 3,104,428 3,505,000 $ 25,093,057 $ 35,451,951 Amortization expense was $5,179,447 and $715,501 for the three months ended June 30, 2020 and 2019, respectively, and $10,358,894 and $906,633 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020 amortization expense for the next 5 years is expected be: Remainder of 2020 $ 5,722,567 2021 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 Thereafter 3,694,233 Total $ 25,093,057 Goodwill consists of the following: June 30, 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 and six months ended June 30, 2020 and 2019, respectively. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 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 On June 19, 2020, the Company entered into the First Amendment and Waiver to the Amended and Restated Loan Agreement (“Amendment”), pursuant to which Patriot Bank waived certain defaults under the Amended and Restated Loan Agreement, the Company agreed to furnish certain financial reports to Patriot Bank and Patriot Bank acknowledged the Company’s intention to consummate an underwritten public offering of bonds and use a portion of the proceeds of such offering to repay in full the outstanding obligations under the Amended and Restated Loan Agreement. 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. Long-term debt for the periods presented was as follows: June 30, December 31, 2020 2019 Commercial Loan $ 13,600,000 $ 15,200,000 Revolving Credit Facility 5,000,000 5,000,000 Total debt 18,600,000 20,200,000 Less: debt issuance costs 169,219 189,525 Less: current portion 3,200,000 3,200,000 Total long-term debt $ 15,230,781 $ 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 as of June 30, 2020, and as a result the interest rate remained at 6.25%. The Company was in compliance with all other covenants as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, the expected aggregate maturities of long-term debt for each of the next five years are as follows: Remainder of 2020 $ 1,600,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 18,600,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 Current provision: States $ 18,000 $ 83,000 67,000 110,000 Total current provision 18,000 83,000 67,000 110,000 Deferred provision: Federal — (247,000) — (590,000) States — (89,000) — (211,000) Total deferred provision — (336,000) — (801,000) Total provision for income taxes $ 18,000 $ (253,000) $ 67,000 $ (691,000) Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: June 30, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 12,333,000 $ 9,680,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 5,504,000 3,769,000 Deferred state taxes 34,000 34,000 Less: valuation allowance (15,646,000) (11,243,000) Total deferred tax assets 2,948,000 2,963,000 Deferred tax liabilities: Programming costs 2,834,000 2,820,000 Other assets 114,000 143,000 Total deferred tax liabilities 2,948,000 2,963,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $45,808,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $35,161,000 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 $2,098,000 and $0 in the three months ended June 30, 2020 and 2019, respectively. The deferred tax asset valuation allowance increased by $4,403,000 and $104,000 in the six months ended June 30, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions At June 30, 2020 and December 31, 2019, the Company is owed $4,996,754 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. Advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances. For the three months ended June 30, 2020 and 2019, the Company recorded management fee expense of $676,027 and $597,760, respectively, and $1,338,230 and $707,395 for the six months ended June 30, 2020 and 2019, respectively, payable to CSS. For the three months ended June 30, 2020 and 2019, the Company recorded total license fee expense (including for marketing support) of $676,027 and $597,760, respectively, and $1,338,231 and $707,395 for the six months ended June 30, 2020 and 2019, respectively, payable to CSS. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 condensed consolidated balance sheets. These leases expire at various points through 2031. During May 2020, a technology platform vendor discontinued operations prior to the completion of the contractual service period. As a result, the Company was relieved of its multi-year commitment which extended through May 2022 of approximately $9,800,000 as of June 30, 2020. This commitment relief has been reflected in the below future minimum payments table. Rent expense related to these leases was $436,007 and $113,210 for the three months ended June 30, 2020 and 2019, respectively, and $914,308 and $226,418 for the six months ended June 30, 2020 and 2019, respectively. Content Obligations In the ordinary course of business, the Company from time to time enters into contractual arrangements under which it agrees to commitments with producers and other content providers for the acquisition of content and distribution rights which are in production or have not yet been completed, delivered to, and accepted by the Company ready for exploitation. Based on those contractual arrangements, the Company is committed but is not contractually liable to transfer any financial consideration until final delivery and acceptance has occurred. These commitments which are expected to be fulfilled in the normal course of business have been included below. An obligation for the acquisition and licensing of content is incurred at the time we enter into an agreement to obtain future titles. Once a title is delivered, accepted and becomes available for exploitation, a content liability is recorded on the condensed consolidated balance sheet. The Company does not include any estimated obligation for these future titles beyond the known minimum amount. Future minimum payments under non-cancelable operating leases and content agreements as of June 30, 2020 were as follows: Remainder of 2020 3,411,851 2021 6,665,120 2022 2,022,085 2023 1,269,773 2024 1,295,168 2025 - 2031 8,862,909 Total minimum lease payments $ 23,526,906 Legal and Other Matters The Company is not presently a party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its 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 its business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on its business, financial condition, or results of operations. |
Equity
Equity | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2020 and 2019, respectively. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events COVID-19 There are many uncertainties regarding the current novel 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 second fiscal quarter ended June 30, 2020, we are unable to predict the impact that COVID-19 will have on its financial position and operating results in the future throughout the duration of the pandemic due to numerous uncertainties around the entertainment industry particularly around production and advertising investments created by the effects of the pandemic. Some clients have responded to the current economic and financial conditions by reducing their marketing budgets, thereby decreasing the market and demand for some of our services. In addition, many businesses have adjusted, reduced or suspended operating activities, which could negatively impact the markets we serve. All of the foregoing may impact our business, financial condition, results of operations and forward-looking expectations. In an effort to protect the health and safety of our employees, our workforce has had and continues in most instances to spend a significant amount of time working from home, travel has been severely curtailed and many of our productions remain paused or continue to experience disruption, as are the productions of our third-party content suppliers. Our other partners have similarly had their operations disrupted, including those partners that we use for our operations as well as development, production, and post-production of content. In an effort to contain COVID-19 or slow its spread, governments around the world have also enacted various measures, some of which have been subsequently rescinded or modified, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing. We anticipate that these actions and the global health crisis caused by COVID-19 will continue to impact business activity across the globe. While we have observed demand increases for our services in the first half of 2020, we cannot estimate the impact COVID-19 will have in the future as business and consumer activity decelerates across the globe. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, vendors, and partners. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, suppliers or vendors, or on our financial results. The Company will continuously evaluate the impact of the COVID-19 pandemic to respond and adjust accordingly. Private Placement of Common Stock On July 23, 2020, the Company, entered into a subscription agreement with Cole Investments IX, LLC pursuant to which the Company agreed to issue and sell to Cole Investments IX, LLC in a private placement an aggregate of 625,000 unregistered shares of the Company’s Class A Common Stock, par value $0.0001 at a price of $8.00 per share, generating gross proceeds to the Company of $5,000,000. Prepayment and Amendment to subsidiary Landmark Studio Group Revolving Credit Facility On July 23, 2020, the Company, Cole Investments VII, LLC, David Ozer, Legend Capital Management, LLC, and Kevin Duncan, each members of Landmark Studio Group, LLC (“Landmark”), entered into an Agreement and Addendum to the Credit Agreement and Operating Agreement of Landmark, each dated as of September 27, 2019, pursuant to which the Company agreed to cause Landmark to prepay $2,500,000 of the outstanding principal amount under the Credit Agreement on such date, accelerate the maturity date of the Credit Agreement by approximately one year to October 11, 2021, and to unconditionally guarantee to Cole Investments VII, LLC the obligations of Landmark to pay, when and as due, the principal and interest due under the Credit Agreement. As a result of such prepayment, the aggregate principal amount of the commitment under the Credit Agreement was permanently reduced to $2,500,000. In consideration of the Company’s guarantee of Landmark’s obligations under the Credit Agreement, David Ozer transferred to the Company 2,500 common units of Landmark, increasing the Company’s ownership interest in Landmark from 51% to 53.5%. Closing of $22.1 Million of Notes Due 2025; Repayment of Patriot Bank Commercial Loan On July 17, 2020, the Company completed its underwritten public offering of $21,000,000 aggregate principal amount of its 9.50% Notes due 2025 (the “Notes”), pursuant to an Underwriting Agreement, dated as of July 13, 2020 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc., as representative of the underwriters. On August 5, 2020, the Company consummated the sale of an additional $1,100,000 aggregate principal amount of Notes pursuant to the underwriters’ partial exercise of their overallotment option. The Notes were offered and sold pursuant to a prospectus, dated July 13, 2020, which is part of the Company’s registration statement on Form S-1 (Registration No. 333-239198) declared effective by the Securities and Exchange Commission on July 10, 2020. Ladenburg Thalmann and National Securities Corporation acted as joint bookrunning managers of the offering, and Benchmark Company and Northland Capital Markets acted as lead managers of the offering. The Notes were issued under a base indenture and a supplemental indenture, each dated as of July 17, 2020 (the “Base Indenture” and “Supplemental Indenture,” respectively, and together, the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes bear interest from July 17, 2020 at the rate of 9.50% per annum, payable every March 31, June 30, September 30, and December 31, and at maturity, beginning September 30, 2020. The Notes mature on July 31, 2025. The sale of the Notes resulted in net proceeds of approximately $20,995,000 after deducting underwriting discounts and commissions of approximately $1,105,000. On July 17, 2020 the Company used approximately $13,300,000 of the net proceeds from the offering to repay the entirety of the outstanding principal and unpaid accrued interest under the Amended and Restated Loan Agreement with Patriot Bank, N.A. The Company will have broad discretion with respect to the use of the remaining proceeds of the offering, which may include using of some or all of such remaining proceeds to pay certain obligations to Sony Pictures Television Inc. or its affiliates that may otherwise be payable in shares of the Series A Preferred Stock. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | May 14, 2019 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 |
Crackle Plus | |
Schedule of Crackle’s financial performance | The following table illustrates Crackle’s stand-alone financial performance included in the Company’s condensed consolidated statement of operations: Three Months Ended June 30, 2020 2019 Gross revenue $ 5,852,767 $ 9,421,629 Gross margin $ (45,092) $ 3,159,812 Net (loss) income $ (4,119,889) $ 423,566 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 5,360,693 % $ 10,009,078 % Distribution and Production 8,537,956 % 2,202,451 % Total revenue 13,898,649 % 12,211,529 102 % Less: returns and allowances (378,109) (3) % (241,047) % Net revenue $ 13,520,540 100 % $ 11,970,482 100 % Six Months Ended June 30, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 14,386,403 % $ 10,744,342 % Television and film distribution 13,630,745 % 3,992,685 % Total revenue 28,017,148 % 14,737,027 % Less: returns and allowances (1,252,535) % (573,391) % Net revenue $ 26,764,613 % $ 14,163,636 % |
Contract with Customer, Asset and Liability [Table Text Block] | June 30, December 31, 2020 2019 Accounts receivable, net $ 15,717,939 $ 23,266,611 Contract assets (included in accounts receivable) 6,855,493 11,394,508 Total accounts receivable, net $ 22,573,432 $ 34,661,119 Deferred revenue (included in other liabilities) $ 994,580 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2020 1,032,500 $ 7.73 2.79 $ 137,250 Vested and exercisable at June 30, 2020 785,833 $ 7.49 2.24 $ 137,250 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Six Months Ended June 30, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.0 % Expected term (years) 5 5 Risk-free interest rate 2.22 % 2.23 % Exercise price per stock option $ 7.73 $ 7.77 Market price per share $ 7.27 $ 7.34 Weighted average fair value per stock option $ 3.51 $ 3.55 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended June 30, 2020 2019 Net loss available to common stockholders $ (10,010,127) $ (5,916,077) Basic weighted-average shares outstanding 12,007,428 11,984,296 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) 12,007,428 11,984,296 Loss per share: Basic and diluted $ (0.83) $ (0.49) (a) For the three months ended June 30, 2020 and 2019, common stock equivalents totaling 83,282 and 147,244, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Six Months Ended June 30, 2020 2019 Net loss available to common stockholders $ (21,437,507) $ (9,292,814) Basic weighted-average shares outstanding 12,006,013 11,977,557 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) 12,006,013 11,977,557 Loss per share: Basic and diluted $ (1.79) $ (0.78) (a) For the six months ended June 30, 2020 and 2019, common stock equivalents totaling 91,829 and 107,054, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive. |
Programming Costs (Tables)
Programming Costs (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Entertainment [Abstract] | |
Schedule of programming costs, net of amortization | June 30, December 31, 2020 2019 Programming costs released $ 22,344,720 $ 21,254,720 In production — 991,277 In development 3,267,613 1,896,209 Accumulated depreciation (9,746,686) (9,682,935) Programming costs, net 15,865,647 14,459,271 Programming rights 1,155,364 1,155,364 Accumulated depreciation (602,703) (501,061) Programming rights, net 552,661 654,303 Total $ 16,418,308 $ 15,113,574 |
Film Library (Tables)
Film Library (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Film Costs [Abstract] | |
Schedule of film library costs | June 30, December 31, 2020 2019 Acquisition costs $ 67,926,409 $ 51,270,615 Accumulated amortization (26,820,939) (18,020,466) Net film library costs $ 41,105,470 $ 33,250,149 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | June 30, 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] | June 30, December 31, 2020 2019 Acquired customer base, net $ 1,431,401 $ 1,660,425 Non-compete agreement, net 198,813 287,175 Website development, net 194,633 259,510 Crackle Plus customer user base, net 3,311,663 11,259,653 Crackle Plus content rights, net 1,067,669 1,352,381 Crackle brand value, net 15,784,450 17,127,807 Crackle Plus partner agreements, net 3,104,428 3,505,000 $ 25,093,057 $ 35,451,951 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of 2020 $ 5,722,567 2021 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 Thereafter 3,694,233 Total $ 25,093,057 |
Schedule of Goodwill [Table Text Block] | June 30, 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) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | June 30, December 31, 2020 2019 Commercial Loan $ 13,600,000 $ 15,200,000 Revolving Credit Facility 5,000,000 5,000,000 Total debt 18,600,000 20,200,000 Less: debt issuance costs 169,219 189,525 Less: current portion 3,200,000 3,200,000 Total long-term debt $ 15,230,781 $ 16,810,475 |
Schedule of aggregate maturities of long-term debt | Remainder of 2020 $ 1,600,000 2021 3,200,000 2022 8,200,000 2023 3,200,000 2024 2,400,000 $ 18,600,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Current provision: States $ 18,000 $ 83,000 67,000 110,000 Total current provision 18,000 83,000 67,000 110,000 Deferred provision: Federal — (247,000) — (590,000) States — (89,000) — (211,000) Total deferred provision — (336,000) — (801,000) Total provision for income taxes $ 18,000 $ (253,000) $ 67,000 $ (691,000) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | June 30, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 12,333,000 $ 9,680,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 5,504,000 3,769,000 Deferred state taxes 34,000 34,000 Less: valuation allowance (15,646,000) (11,243,000) Total deferred tax assets 2,948,000 2,963,000 Deferred tax liabilities: Programming costs 2,834,000 2,820,000 Other assets 114,000 143,000 Total deferred tax liabilities 2,948,000 2,963,000 Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | Remainder of 2020 3,411,851 2021 6,665,120 2022 2,022,085 2023 1,269,773 2024 1,295,168 2025 - 2031 8,862,909 Total minimum lease payments $ 23,526,906 |
Description of the Business (De
Description of the Business (Details) | 6 Months Ended |
Jun. 30, 2020segmentcountry | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 2 |
Number of countries and territories worldwide the company has a presence | country | 56 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) | Jun. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
Operating Lease, Right-of-Use Asset | $ 15,800,000 |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 27, 2019 |
Purchase price consideration allocated to fair value of net assets acquired: | |||
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 | ||
Crackle Plus Entity [Member] | Brand Value [Member] | |||
Purchase price consideration allocated to fair value of net assets acquired: | |||
Intangible assets other than goodwill | 18,807,004 | ||
Crackle Plus Entity [Member] | Customer User Rights [Member] | |||
Purchase price consideration allocated to fair value of net assets acquired: | |||
Intangible assets other than goodwill | 21,194,641 | ||
Crackle Plus Entity [Member] | Content Rights [Member] | |||
Purchase price consideration allocated to fair value of net assets acquired: | |||
Intangible assets other than goodwill | 1,708,270 | ||
Crackle Plus Entity [Member] | Partner Agreements [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 - Financia
Business Combination - Financial Performance (Details) - Crackle Plus Entity [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||||
Gross revenue | $ 5,852,767 | $ 9,421,629 | $ 15,142,012 | $ 9,421,629 |
Gross margin | (45,092) | 3,159,812 | 2,320,711 | 3,159,812 |
Net loss | $ (4,119,889) | $ 423,566 | $ (10,137,921) | $ 423,566 |
Business Combination (Details)
Business Combination (Details) | Mar. 27, 2019USD ($)Yshares | Mar. 27, 2019USD ($)Y | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 27, 2019$ / shares | Mar. 27, 2019shares | Mar. 27, 2019 | Mar. 27, 2019USD ($) |
Amortization method | straight-line basis | |||||||||
Measurement Input, Share Price [Member] | ||||||||||
Strike prices and market price | $ / shares | 7.74 | |||||||||
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 our 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock ("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 | $ | $ 5,852,767 | $ 9,421,629 | $ 15,142,012 | $ 9,421,629 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ | $ (4,119,889) | $ 423,566 | $ (10,137,921) | $ 423,566 | ||||||
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 | 99,000 | |||||||||
Crackle Plus Entity [Member] | Preferred Stock | Contribution Agreement [Member] | ||||||||||
Number of shares issued | 37,000 | |||||||||
Crackle Plus Entity [Member] | Common Stock | Contribution Agreement [Member] | ||||||||||
Number of shares issued | 1,000 | |||||||||
Crackle Plus Entity [Member] | Common Class A | CSSE Class I Warrant [Member] | ||||||||||
Number of securities called by warrants or rights | 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 | 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 | 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 | 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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 13,898,649 | $ 12,211,529 | $ 28,017,148 | $ 14,737,027 |
Less: returns and allowances | (378,109) | (241,047) | (1,252,535) | (573,391) |
Net revenue | 13,520,540 | 11,970,482 | 26,764,613 | 14,163,636 |
Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 13,520,540 | $ 11,970,482 | $ 26,764,613 | $ 14,163,636 |
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 103.00% | 102.00% | 105.00% | 104.00% |
Sales Returns and Allowances [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Less: returns and allowances | $ (378,109) | $ (241,047) | $ (1,252,535) | $ (573,391) |
Sales Returns and Allowances [Member] | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | (3.00%) | (2.00%) | (5.00%) | (4.00%) |
Online networks | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 5,360,693 | $ 10,009,078 | $ 14,386,403 | $ 10,744,342 |
Online networks | Customer Concentration Risk [Member] | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 40.00% | 84.00% | 54.00% | 76.00% |
Distribution and Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 8,537,956 | $ 2,202,451 | ||
Distribution and Production | Customer Concentration Risk [Member] | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 63.00% | 18.00% | ||
Television and film distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 13,630,745 | $ 3,992,685 | ||
Television and film distribution | Customer Concentration Risk [Member] | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 51.00% | 28.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable, net | $ 15,717,939 | $ 23,266,611 |
Contract Assets | 6,855,493 | 11,394,508 |
Total accounts receivable, net | 22,573,432 | $ 34,661,119 |
Contract Liabilities | $ 994,580 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Impairment losses from CSSE contracts with customers | $ 0 | $ 0 | $ 0 | $ 0 |
Contract Liabilities | $ 994,580 | $ 994,580 | ||
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true | |||
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 785,833 | |
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 | $ 7.49 | |
Weighted Average Remaining Contract Term, Total outstanding | 2 years 9 months 15 days | 3 years 3 months 29 days |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 2 years 2 months 27 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 576,000 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 137,250 | $ 576,000 |
Aggregate Intrinsic Value, Vested and Exercisable at March 31, 2020 | $ 137,250 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.10% | 56.00% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.22% | 2.23% |
Exercise price per stock option | $ 7.73 | $ 7.77 |
Market price per share | 7.27 | 7.34 |
Weighted average fair value per stock option | $ 3.51 | $ 3.55 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 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 | $ 1,018,493 | $ 1,018,493 | |||||||
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 | $ 376,860 | ||||||
Straight-line [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense recognized | 198,023 | $ 250,097 | 411,608 | $ 440,944 | |||||
Management [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense recognized | $ 31,250 | $ 25,000 | $ 62,500 | $ 50,000 | |||||
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Reconciliation Per share [Abstract] | ||||
Net loss available to common stockholders | $ (10,010,127) | $ (5,916,077) | $ (21,437,507) | $ (9,292,814) |
Basic weighted-average shares outstanding | 12,007,428 | 11,984,296 | 12,006,013 | 11,977,557 |
Diluted weighted-average shares outstanding | 12,007,428 | 11,984,296 | 12,006,013 | 11,977,557 |
Loss per share: | ||||
Basic and diluted | $ (0.83) | $ (0.49) | $ (1.79) | $ (0.78) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Common Stock | ||||
Antidilutive securities | 83,282 | 147,244 | 91,829 | 107,054 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Entertainment [Abstract] | |||||
Programming costs released | $ 22,344,720 | $ 22,344,720 | $ 21,254,720 | ||
In production | 991,277 | ||||
In development | 3,267,613 | 3,267,613 | 1,896,209 | ||
Accumulated depreciation | (9,746,686) | (9,746,686) | (9,682,935) | ||
Programming costs, net | 15,865,647 | 15,865,647 | 14,459,271 | ||
Programming rights | 1,155,364 | 1,155,364 | 1,155,364 | ||
Accumulated depreciation | (602,703) | (602,703) | (501,061) | ||
Programming rights, net | 552,661 | 552,661 | 654,303 | ||
Total | 16,418,308 | 16,418,308 | $ 15,113,574 | ||
Amortization expense of episodic television programs | 6,873 | $ 34,640 | 63,751 | $ 96,437 | |
Amortization expense on programming rights | $ 47,891 | $ 173,533 | $ 101,642 | $ 173,534 |
Film Library (Details)
Film Library (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Film Costs [Abstract] | ||
Acquisition costs | $ 67,926,409 | $ 51,270,615 |
Accumulated amortization | (26,820,939) | (18,020,466) |
Net film library costs | $ 41,105,470 | $ 33,250,149 |
Film Library- Narrative (Detail
Film Library- Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Film Libraries [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 6,359,392 | $ 1,389,735 | $ 8,800,473 | $ 2,260,861 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite lived Intangible assets (Details) - USD ($) | Jun. 30, 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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Intangible assets | $ 25,093,057 | $ 35,451,951 |
Acquired customer base, net | ||
Intangible assets | 1,431,401 | 1,660,425 |
Non-compete agreement, net | ||
Intangible assets | 198,813 | 287,175 |
Website Development, net | ||
Intangible assets | 194,633 | 259,510 |
Crackle Plus Customer User Base, net | ||
Intangible assets | 3,311,663 | 11,259,653 |
Crackle Plus Content Rights, net | ||
Intangible assets | 1,067,669 | 1,352,381 |
Crackle Brand Value, net | ||
Intangible assets | 15,784,450 | 17,127,807 |
Crackle Plus Partner Agreements, net | ||
Intangible assets | $ 3,104,428 | $ 3,505,000 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2020 | $ 5,722,567 |
2021 | 4,755,536 |
2022 | 4,159,440 |
2023 | 3,774,138 |
2024 | 2,987,143 |
Thereafter | 3,694,233 |
Amortization expense | $ 25,093,057 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 5,179,447 | $ 715,501 | $ 10,358,894 | $ 906,633 |
Goodwill and intangible asset impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Long-term Debt - Schedule (Deta
Long-term Debt - Schedule (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total debt | $ 18,600,000 | $ 20,200,000 |
Less: debt issuance costs | 169,219 | 189,525 |
Less: current portion | 3,200,000 | 3,200,000 |
Total long-term debt | 15,230,781 | 16,810,475 |
Commercial Loan | ||
Total debt | 13,600,000 | 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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 1,600,000 | |
2021 | 3,200,000 | |
2022 | 8,200,000 | |
2023 | 3,200,000 | |
2024 | 2,400,000 | |
Total debt | $ 18,600,000 | $ 20,200,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Oct. 01, 2019USD ($) | Aug. 22, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 11, 2019USD ($) |
Total debt | $ 18,600,000 | $ 20,200,000 | |||||
Number of trailing days the collateral threshold must be met to avoid interest rate increase | 90 days | 90 days | |||||
Revolving credit facility | |||||||
Original principal amount | $ 5,000,000 | ||||||
Interest rate | 8.00% | ||||||
Total debt | $ 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% | |||||
Consecutive equal installments | monthly | ||||||
Consecutive installments amounts | $ 266,667 | ||||||
Average balance | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||||
Increase of interest rate | 0.50% | 6.25% | |||||
Debt coverage ratio | 1.25 | ||||||
Total debt | $ 13,600,000 | $ 15,200,000 | |||||
Term Loan | |||||||
Total debt | $ 5,000,000 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Current provision (benefit): | ||||
States | $ 18,000 | $ 83,000 | $ 67,000 | $ 110,000 |
Total current provision | 18,000 | 83,000 | 67,000 | 110,000 |
Deferred provision (benefit): | ||||
Federal | (247,000) | (590,000) | ||
States | (89,000) | (211,000) | ||
Total deferred provision | (336,000) | (801,000) | ||
Total provision for income taxes | $ 18,000 | $ (253,000) | $ 67,000 | $ (691,000) |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 12,333,000 | $ 9,680,000 |
Acquisition-related costs | 723,000 | 723,000 |
Film library and other intangibles | 5,504,000 | 3,769,000 |
Deferred state taxes | 34,000 | 34,000 |
Less: valuation allowance | (15,646,000) | (11,243,000) |
Total Deferred Tax Assets | 2,948,000 | 2,963,000 |
Deferred Tax Liabilities: | ||
Programming costs | 2,834,000 | 2,820,000 |
Other assets | 114,000 | 143,000 |
Total Deferred Tax Liabilities | 2,948,000 | 2,963,000 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating loss carryforward subject to expiration | $ 45,808,000 | $ 45,808,000 | ||
Operating loss carryforwards not subject to expiration with limited annual deduction | 35,161,000 | $ 35,161,000 | ||
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 $45,808,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $35,161,000 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 | 2,098,000 | $ 0 | $ 4,403,000 | $ 104,000 |
Tax Year 2031 to 2037 | ||||
Operating loss carryforward subject to expiration | $ 10,845,000 | $ 10,845,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Due from affiliated companies | $ 4,996,754 | $ 4,996,754 | $ 7,642,432 | ||
CSS | Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Management fee expense | 676,027 | $ 597,760 | 1,338,230 | $ 707,395 | |
CSS | License Agreement | |||||
Related Party Transaction [Line Items] | |||||
License fee expense | $ 676,027 | $ 597,760 | $ 1,338,231 | $ 707,395 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 3,411,851 |
2021 | 6,665,120 |
2022 | 2,022,085 |
2023 | 1,269,773 |
2024 | 1,295,168 |
2025 - 2031 | 8,862,909 |
Total minimum lease payments | $ 23,526,906 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Long Term Commitment, Relief | $ 9,800,000 | $ 9,800,000 | ||
Rent expense | $ 436,007 | $ 113,210 | $ 914,308 | $ 226,418 |
Equity (Details)
Equity (Details) - Crackle Plus Entity [Member] | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020segmentcountry | Jun. 30, 2019 | |
Number of reportable segments | 1 | |||
Number of operating segments | 2 | |||
Number of countries and territories worldwide the company has a presence | country | 56 | |||
UNITED STATES | ||||
Percent of consolidated long-lived assets | 100.00% | |||
Sales Revenue, Net [Member] | UNITED STATES | ||||
Concentration risk percentage | 99.00% | 99.00% | 99.00% | 99.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 23, 2020 | Jul. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 05, 2020 | Dec. 31, 2019 | Oct. 11, 2019 |
Subsequent Event [Line Items] | |||||||
Share price | $ 7.27 | $ 7.34 | |||||
Gross proceeds | $ 0 | $ 160,161 | |||||
Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Subsequent Event [Member] | $22.1 Million of Notes Due 2025 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 22,100,000 | $ 1,100,000 | |||||
Interest rate (as a percent) | 9.50% | ||||||
Net proceeds | $ 20,995,000 | ||||||
Underwriting discounts and commissions | 1,105,000 | ||||||
Repayment of debt | 13,300,000 | ||||||
Revolving credit facility | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Ownership interest (as a percent) | 51.00% | ||||||
Interest rate (as a percent) | 8.00% | ||||||
Revolving credit facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Prepayment of debt | $ 2,500,000 | ||||||
Debt instrument term | 1 year | ||||||
Aggregate principal amount | $ 2,500,000 | ||||||
Common units issued | 2,500 | ||||||
Ownership interest (as a percent) | 53.50% | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | $22.1 Million of Notes Due 2025 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $ 21,000,000 | ||||||
Private Placement [Member] | Subsequent Event [Member] | Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 625,000 | ||||||
Common Stock, par value (in dollars per share) | $ 0.0001 | ||||||
Share price | $ 8 | ||||||
Gross proceeds | $ 5,000,000 |