Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 34.6 | ||
Entity Central Index Key | 0001679063 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
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 | 13,981,037 | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 6,326,531 | ||
Trading Symbol | CSSE | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,654,506 | ||
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | CSSEP | ||
9.50% Notes Due 2025 July Notes [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 9.50% Notes Due 2025 | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | CSSEN |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 14,732,726 | $ 6,447,402 |
Accounts receivable, net of allowance for doubtful accounts of $1,035,643, and $1,531,247, respectively | 25,996,947 | 34,661,119 |
Prepaid expenses and other current assets | 1,382,502 | 1,173,223 |
Goodwill | 21,448,106 | 21,448,106 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 19,370,490 | 35,451,951 |
Film library, net | 35,239,135 | 33,250,149 |
Due from affiliated companies | 5,648,652 | 7,642,432 |
Programming costs and rights, net | 15,781,183 | 15,113,574 |
Other assets, net | 4,517,102 | 313,585 |
Total assets | 156,280,786 | 167,665,484 |
LIABILITIES AND EQUITY | ||
Current maturities of commercial loan | 3,200,000 | |
Commercial loan, net of unamortized deferred finance costs of $0 and $189,525, respectively | 11,810,475 | |
9.50% Notes due 2025, net of unamortized deferred issuance costs of $1,798,433 and $0, respectively | 31,097,467 | |
Notes payable under revolving credit facility | 2,500,000 | 5,000,000 |
Film acquisition advance | 8,659,136 | |
Accounts payable and accrued expenses | 18,445,925 | 26,646,390 |
Ad representation fees payable | 2,949,032 | 12,429,838 |
Film library acquisition obligations | 8,616,562 | 5,020,600 |
Programming obligations | 4,697,316 | 7,300,861 |
Accrued participation costs | 12,535,651 | 5,066,512 |
Other liabilities | 1,677,906 | 170,106 |
Total liabilities | 91,178,995 | 76,644,782 |
Commitments and contingencies (Note 15) | ||
Stockholders' Equity: | ||
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 2,098,318 and 1,599,002 shares issued and outstanding, respectively; redemption value of $52,457,950 and $39,975,050, respectively | 210 | 160 |
Additional paid-in capital | 106,425,548 | 87,610,030 |
Deficit | (77,247,982) | (32,695,629) |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders’ equity | 28,546,329 | 54,283,039 |
Subsidiary convertible preferred stock | 36,350,000 | 36,350,000 |
Noncontrolling interests | 205,462 | 387,663 |
Total equity | 65,101,791 | 91,020,702 |
Total liabilities and equity | 156,280,786 | 167,665,484 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock value | 516 | 425 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock value | $ 766 | $ 782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable | $ 1,035,643 | $ 1,531,247 |
Deferred Costs | $ 0 | $ 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 | 2,098,318 | 1,599,002 |
Preferred Stock, Shares Outstanding | 2,098,318 | 1,599,002 |
Preferred Stock, Redemption Amount | $ 52,457,950 | $ 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 | 5,157,053 | 4,259,920 |
Common Stock, Shares, Outstanding | 5,082,818 | 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 | 7,654,506 | 7,813,938 |
Common Stock, Shares, Outstanding | 7,654,506 | 7,813,938 |
9.50% Notes Due 2025 July Notes [Member] | ||
Deferred Costs | $ 1,798,433 | $ 0 |
Interest rate | 9.50% | 9.50% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Online networks | $ 30,145,225 | $ 40,027,289 |
Distribution and Production | 38,024,797 | 16,577,863 |
Total revenue | 68,170,022 | 56,605,152 |
Less: returns and allowances | (1,813,066) | (1,241,246) |
Net revenue | 66,356,956 | 55,363,906 |
Cost of revenue | 52,139,819 | 40,423,550 |
Gross profit | 14,217,137 | 14,940,356 |
Operating expenses: | ||
Selling, general and administrative | 31,573,368 | 22,242,032 |
Amortization and depreciation | 16,291,327 | 13,293,279 |
Impairment of content assets | 3,973,878 | |
Management and license fees | 6,635,696 | 5,536,390 |
Total operating expenses | 58,474,269 | 41,071,701 |
Operating loss | (44,257,132) | (26,131,345) |
Interest expense | 2,222,106 | 811,017 |
Loss on debt extinguishment | 169,219 | 350,691 |
Acquisition-related costs | 98,926 | 3,968,289 |
Other non-operating income, net | (6,254,205) | (40,191) |
Loss before income taxes and preferred dividends | (40,493,178) | (31,221,151) |
Provision for income taxes | 99,000 | 585,000 |
Net loss before noncontrolling interests and preferred dividends | (40,592,178) | (31,806,151) |
Net loss attributable to noncontrolling interests | (182,201) | (134,282) |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (40,409,977) | (31,671,869) |
Less: preferred dividends | 4,142,376 | 3,304,947 |
Net loss available to common stockholders | $ (44,552,353) | $ (34,976,816) |
Net loss per common share: | ||
Basic and diluted | $ (3.62) | $ (2.92) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 12,301,185 | 11,987,292 |
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 | 907,572 | 907,572 | |||||||
Share based compensation - common stock | 87,500 | 87,500 | |||||||
Shares issued to directors | $ 1 | 25,000 | 25,001 | ||||||
Shares issued to directors (in shares) | 6,956 | ||||||||
Common stock grant | $ 1 | 41,854 | 41,855 | ||||||
Common stock grant (in shares) | 5,258 | ||||||||
Issuance of Preferred stock | $ 68 | 17,012,557 | 17,012,625 | ||||||
Issuance of Preferred stock (in shares) | 680,505 | ||||||||
Preferred stock issuance costs | (1,489,706) | (1,489,706) | |||||||
Stock options exercised | $ 2 | 160,159 | 160,161 | ||||||
Stock options exercised (in shares) | 16,666 | ||||||||
Conversion of Class B shares to Class A shares (in shares) | 3,300 | (3,300) | |||||||
Dividends on preferred stock | (3,304,947) | (3,304,947) | |||||||
Crackle business combination | 11,504,511 | $ 36,350,000 | $ 521,945 | 48,376,456 | |||||
Net income loss attributable to noncontrolling interest | (134,282) | (134,282) | |||||||
Net loss | (31,671,869) | (31,671,869) | |||||||
Balance at Dec. 31, 2019 | $ 425 | $ 782 | $ 160 | 87,610,030 | (32,695,629) | (632,729) | 36,350,000 | 387,663 | 91,020,702 |
Balance (in shares) at Dec. 31, 2019 | 4,259,920 | 7,813,938 | 1,599,002 | ||||||
Share based compensation - stock options | 921,115 | 921,115 | |||||||
Share based compensation - common stock | 210,400 | 210,400 | |||||||
Shares issued to directors | $ 2 | (2) | |||||||
Shares issued to directors (in shares) | 14,275 | ||||||||
Common stock grant | $ 1 | (1) | |||||||
Common stock grant (in shares) | 10,000 | ||||||||
Issuance of common stock | $ 68 | 5,899,555 | 5,899,623 | ||||||
Issuance of common stock (in shares) | 673,741 | ||||||||
Issuance of Preferred stock | $ 50 | 11,709,455 | 11,709,505 | ||||||
Issuance of Preferred stock (in shares) | 499,316 | ||||||||
Stock options exercised | $ 1 | 74,999 | 75,000 | ||||||
Stock options exercised (in shares) | 10,000 | ||||||||
Class W warrant exercise | $ 3 | (3) | |||||||
Class W warrant exercise (in shares) | 29,685 | ||||||||
Conversion of Class B shares to Class A shares | $ 16 | $ (16) | |||||||
Conversion of Class B shares to Class A shares (in shares) | 159,432 | (159,432) | |||||||
Dividends on preferred stock | (4,142,376) | (4,142,376) | |||||||
Net income loss attributable to noncontrolling interest | (182,201) | (182,201) | |||||||
Net loss | (40,409,977) | (40,409,977) | |||||||
Balance at Dec. 31, 2020 | $ 516 | $ 766 | $ 210 | $ 106,425,548 | $ (77,247,982) | $ (632,729) | $ 36,350,000 | $ 205,462 | $ 65,101,791 |
Balance (in shares) at Dec. 31, 2020 | 5,157,053 | 7,654,506 | 2,098,318 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from Operating Activities: | ||
Net loss | $ (40,592,178) | $ (31,806,151) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,131,515 | 1,061,926 |
Programming amortization and impairment | 2,869,838 | 710,689 |
Amortization of deferred financing costs | 131,790 | 82,400 |
Amortization and depreciation of intangibles, property and equipment | 17,317,247 | 13,293,279 |
Film library amortization and impairment | 25,070,493 | 10,182,166 |
Bad debt and video return expense | 3,384,584 | 2,669,699 |
Realized losses on marketable securities | 210,453 | |
Loss on debt extinguishment | 169,219 | 350,691 |
Other non-operating income | (7,278,893) | |
Deferred income taxes | 452,000 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 5,488,150 | (24,489,719) |
Prepaid expenses and other assets | (1,073,090) | (707,743) |
Programming costs and rights | (3,537,447) | (2,151,669) |
Film library | (27,059,479) | (18,093,813) |
Accounts payable, accrued expenses and other payables | (5,637,040) | 24,165,978 |
Film library acquisition and programming obligations | 2,382,417 | 2,305,000 |
Accrued participation costs | 7,469,139 | 3,527,373 |
Other liabilities | 1,507,800 | (250,869) |
Net cash used in operating activities | (18,045,482) | (18,698,763) |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (5,465,407) | |
Sales of marketable securities | 679,462 | |
Decrease (increase) in due from affiliated companies, net | 1,993,780 | (6,428,996) |
Net cash used in investing activities | (2,792,165) | (6,428,996) |
Cash flows from Financing Activities: | ||
Proceeds from commercial loan | 8,665,000 | |
Repayments of commercial loan | (15,200,000) | (1,466,667) |
Proceeds from revolving credit facility | 5,000,000 | |
Repayments of revolving credit facility | (2,500,000) | |
Proceeds from 9.50% notes due 2025, net | 30,985,983 | |
Proceeds from film acquisition advance | 8,820,000 | |
Repayment of film acquisition advance | (1,550,864) | |
Proceeds from issuance of common stock under equity plans | 75,000 | 160,161 |
Dividends paid to preferred stockholders | (4,142,376) | (3,304,947) |
Payment of deferred financing costs | (203,063) | |
Net cash provided by financing activities | 29,122,971 | 24,373,403 |
Net increase (decrease) in cash and cash equivalents | 8,285,324 | (754,356) |
Cash and cash equivalents at beginning of period | 6,447,402 | 7,201,758 |
Cash and cash equivalents at end of the period | 14,732,726 | 6,447,402 |
Supplemental data: | ||
Interest paid | 1,585,719 | 605,561 |
Non-cash investing activities: | ||
Crackle Plus purchase consideration | 51,672,531 | |
Non-cash financing activities: | ||
Preferred stock issued for reimbursable acquisition costs | 4,973,900 | |
Non-cash portion of film acquisition advance | 1,390,000 | |
Common Class A | ||
Cash flows from Financing Activities: | ||
Proceeds from issuance of common stock under equity plans | 5,899,623 | |
Preferred Class A [Member] | ||
Cash flows from Financing Activities: | ||
Proceeds from issuance of Series A preferred stock | $ 6,735,605 | $ 15,522,919 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2020 | Jul. 17, 2020 | Dec. 31, 2019 |
9.50% Notes Due 2025 July Notes [Member] | |||
Interest rate | 9.50% | 9.50% | 9.50% |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1 – Description of the Business Chicken Soup for the Soul Entertainment, Inc. (the “Company”) is a Delaware corporation formed on May 4, 2016. We operate video-on-demand networks and are a leading global independent television and film distribution company with one of the largest independently owned television and film libraries. The Company operates and is managed by the Company CEO Mr. William J. Rouhana, Jr, as one reportable segment, the production and distribution of video content. The Company currently operates in the United States and internationally and derives its revenue primarily in the United States. The Company has a presence in over 56 countries and territories worldwide. Financial Condition and Liquidity As of December 31, 2020, the Company had a deficit of $77,247,982 and for the year ended December 31, 2020, the Company had a net loss of $44,552,353. The Company does not expect to continue to incur net losses at this level in the foreseeable future. The Company has evaluated its current financial condition and has determined that the losses incurred in the current year are not indicative of the Company’s ongoing operations. 2020 has been a transformative year for the Company led by the first full year of managing our new streaming video on demand service Crackle Plus which amalgamated each of the Company’s video on demand platforms. This strategic shift in the business has made the Company one of the largest providers of free AVOD services in the United States and shifted the Company business focus. The Company does not expect operating expenses will remain at this level in future periods. The Company believes that cash flow from operations and cash on hand, together with equity and debt offerings, if necessary, should be adequate to meet the Company’s operational cash and debt service requirements (i.e., principal and interest payments) and dividend payments of the preferred stock for the foreseeable future. The Company monitors cash flow liquidity, availability, capital base, operational spending and leverage ratios with the long-term goal of maintaining Company credit worthiness. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s significant estimates include those related to revenue recognition and estimated ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for income taxes, and amortization of programming and film library costs. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At December 31, 2020 and 2019, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. Accounts Receivable Accounts receivable are stated at the amounts management expects to collect and are stated net of allowance for uncollectible accounts and video returns. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. An allowance for estimated losses for uncollectible accounts is reported as bad debt expense in the consolidated statements of operations. Programming Costs Programming costs include the unamortized costs of completed, in-process, or in-development long-form and short-form video content produced by the Company. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required because of changes in management’s future revenue estimates. See Note 8 for additional information. Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. The ultimate revenue time frame is determined based on the term of the acquisition agreement, which in most cases is ten years or more. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a DCF methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film vintage ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. The Company performs an annual impairment analysis for unamortized film library costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of film library costs may be required because of changes in management’s future revenue estimates. See Note 9 for additional information. Programming rights and obligations Programming rights acquired under license agreements are recorded as an asset and a corresponding liability upon commencement of the license period. The programming rights are presented at the lower of unamortized cost or estimated net realizable value on a program by program basis and amortized over the license period using the straight-line method beginning with the first month of availability. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination which are not individually identified and separately recognized. We do not amortize goodwill. Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate the carrying amount may not be recoverable. Under ASC 350, Intangibles—Goodwill and Other, we are permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If we can support the conclusion that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then we would not need to perform the quantitative impairment test. If we cannot support such a conclusion, or we do not elect to perform the qualitative assessment, then a quantitative test for goodwill is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined using a discounted cash flow analysis based on assumptions regarding our future business outlook. While we continue to review and analyze many factors that can impact our business prospects in the future, our analyses are subjective and are based on conditions existing at and trends leading up to the time the assumptions are made. Actual results could differ materially from these assumptions. Intangible Assets Our intangible assets with definite lives include acquired customer bases, non-compete agreements, content rights, brand value, partner agreements and website development costs. Intangible assets with indefinite lives include a video content license and film rights, which are not being amortized, and are tested for impairment on an annual basis or when events or changes in circumstances necessitate an evaluation for impairment. Recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. Intangible assets with definite lives are initially recorded at fair value and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangibles, generally on a straight-line basis over useful lives ranging from 16 to 84 months. Amortization expense is included in amortization and depreciation in our consolidated statements of operations. Intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. See Note 10 for additional information. Business Combinations We account for acquisitions of businesses using the acquisition method of accounting. The purchase price is allocated to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates. Under the acquisition method of accounting for business combinations, any changes to acquired balances in tax accounts, including adjustments to deferred tax asset valuation allowances or liabilities related to uncertain tax positions, which are recorded during the measurement period, and are determined to be attributable to facts and circumstances that existed as of the acquisition date, are considered a measurement period adjustment and will result in an offsetting increase or decrease to goodwill. All other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions will result in an increase or decrease to income tax expense. See Note 4 for additional information. Income Taxes The Company records income taxes under the asset and liability method in accordance with FASB ASC Section 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740: Income Taxes , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Ad Representation Fees Payable Included in cost of revenue are fees earned by the Ad Rep Partners. Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor if the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. See Note 15 for additional information. Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. See Note 15 for additional information. Related Party Transactions - Due from / to Affiliated Companies The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include subsidiaries and affiliates of the Company. The financial statements and accompanying notes include disclosures of material related party agreements and transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. See Note 14 for additional information. Revenue Recognition Revenue from contracts with customers is recognized as contractual performance obligations are satisfied; generally, this occurs at the point in time or as we transfer of control of the contracted good or service to the customer. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services to customers. See Note 5 for additional information. Share-Based Compensation Our policy is to issue new shares for purchases under our Long Term Incentive Plan as described in Note 6. Share-based compensation expense is estimated at the grant date based on a stock option’s fair value. The determination of the share-based compensation expense related to stock options is calculated using a Black-Scholes-Merton option pricing model and is affected by our stock price, expected stock price volatility over the term of the awards, expected term, risk free interest rate and expected dividends. We record forfeitures as they occur. Advertising Costs Advertising costs are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. Advertising expense was $1,383,718 and $1,047,558 for the years ended December 31, 2020 and 2019, respectively. Acquisition-Related Costs The Company accounts for acquisition related costs in accordance with FASB ASC 805 Business combinations and expenses these costs as incurred. Acquisition-related costs primarily consists of legal, accounting, investment advisory and other consulting fees related to a transaction. Total acquisition-related costs expensed for the years ending December 31, 2020 and 2019 were $98,926 and $3,968,289, respectively. Earnings (Loss) Per Share Basic earnings (loss) per common share is computed based on the weighted average number of shares of all classes of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding during the period increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants, Class I warrants, Class II warrants, Class III-A warrants, Class III-B warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. See Note 7 for additional information. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recently Issued Accounting Standards In March 2019, 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. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020. The new guidance will be applied on a prospective basis. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808) – Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this ASU clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020. The new guidance should be applied retrospectively to the date of initial application of the new revenue guidance in Topic 606 (January 1, 2018 for the Company). The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020. The new guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 was effective for public companies’ fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach. Because the Company is an emerging growth company, adoption is not required until fiscal years beginning after December 15, 2021 as recently 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 consolidated financial statements. If adopted, the Company estimates the right-of-use lease asset and corresponding lease liability will each total approximately $15,400,000, respectively, as of December 31, 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 consolidated financial statements. Recently Adopted Accounting Standards In June 2018, the FASB issued ("ASU") 2018-07, Compensation - Stock Compensation Topic 718: Improvements to Nonemployee Share-Based Payment Accounting, which is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. Under the new guidance, equity-classified nonemployee awards are to be measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee's performance is complete. ASU 2018-07 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018 for public entities and after December 15, 2019 for all other entities. Early adoption is permitted but not before an entity adopts ASC 606. The Company has adopted ASC 606 on January 1, 2019 and the impact of implementation was not material. In May 2014, the FASB issued ASU 2014 09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. For public entities, this standard is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company has adopted ASU 2014-09 in the first quarter of 2019 and has applied the modified retrospective method. No adjustment was recorded to the opening retained earnings given the lack of change to the Company’s accounting for revenue with contracts with customers. Refer to “Note 5 Revenue Recognition” for details of the impact and required disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination Crackle The Company consummated the creation of its Crackle Plus subsidiary on May 14, 2019. In consideration for assets contributed to Crackle Plus by CPE Holdings, Inc. (“CPEH”), a Delaware corporation and affiliate of Sony Pictures Television Inc. (“Sony”), and Crackle, Inc., a Delaware corporation and wholly owned subsidiary of CPEH (“Crackle”), Crackle Plus issued to Crackle 37,000 units of preferred equity (“Preferred Units”) and 1,000 units of common equity (“Common Units”), which are now held by CPEH. In consideration for assets contributed to Crackle Plus by the Company, Crackle Plus issued to the Company 99,000 Common Units. The Amended and Restated Limited Liability Company Operating Agreement of Crackle Plus (“JV Operating Agreement”) initially provided that from May 14, 2020 to November 14, 2020 (“Exercise Period”), CPEH would 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”), and that we may elect to pay the Put Option in cash or through the issuance of Series A Preferred Stock using a price per share of $25. Subject to certain limitations, in the event that CPEH hasn’t converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period. On November 12, 2020, we and CPEH entered an amendment to the JV Operating Agreement to extend the date by which CPEH must exercise the Put Option by thirty days, from November 14, 2020 to December 14, 2020. On December 14, 2020, CPEH elected to exercise the Put Option, triggering the Company’s thirty-day period to elect to pay the Put Option in cash or through the issuance of Series A Preferred Stock. See Note 18 for additional information. As additional consideration to CPEH, the Company issued to CPEH warrants to purchase (a) Eight Hundred Thousand (800,000) shares of the Class A common stock of the Company at an exercise price of $8.13 per share (the “CSSE Class I Warrants”), (b) warrants to purchase One Million Two Hundred Thousand (1,200,000) shares of the Class A common stock of the Company at an exercise price of $9.67 per share, (the “CSSE Class II Warrants”); (c) warrants to purchase Three Hundred Eighty Thousand (380,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-A Warrants”); and (d) warrants to purchase One Million Six Hundred Twenty Thousand (1,620,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-B Warrants”). All the CSSE Warrants have a five-year term commencing on the closing and are exercisable at any time and from time to time during such term. The Crackle Plus transaction was accounted for as a purchase of a business in accordance with FASB ASC 805, Business Combinations and the aggregate purchase price consideration of $51,672,531 has been allocated to assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal. The results are as follows: Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,360,667 Prepaid expenses 892,200 Programming Rights 1,155,363 Goodwill 18,911,027 Brand Value 18,807,004 Customer User Base 21,194,641 Content Rights 1,708,270 Partner Agreements 4,005,714 Assets acquired 72,034,886 Accounts payable and accrued expenses (13,061,494) Programming Obligations (7,300,861) Liabilities assumed (20,362,355) Total purchase consideration $ 51,672,531 In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected growth rates, and estimated discount rates. The amount related to other intangible assets represents the estimated fair values of the brand (trademark), customer user base, content rights, and partner agreements. These long-lived assets are being amortized on a straight-line basis over their estimated useful lives of 16-84 months. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the intangible assets acquired that do not qualify for separate recognition. Purchase Price Consideration Allocation: Fair Value of Crackle Preferred Units $ 36,350,000 Fair Value of Warrants in CSSE 10,899,204 Fair Value of Put Option 4,423,327 Total Estimated Purchase Price $ 51,672,531 The purchase price paid by the Company reflects the total consideration given in return for the ownership share available to CPEH in the entity. Consideration given has been calculated at the fair market value of the Crackle Plus Preferred Units; the four CSSE tranches of warrants and the Put Option. The Company valued the securities based on the terms of the Contribution Agreement and the use of the Black Scholes model valuation technique on each of the respective components as follows, 1. The Preferred Units have a stated value at the time of the acquisition of $36.35 million, as set forth in the Crackle Plus Operating Agreement; 2. The four (4) tranches of CSSE warrants were individually valued based on the Black Sholes valuation model using their respective terms and strike prices (ranging from a 5% to 50% premium over the initial market price of $7.74). Each tranche used a volatility of 58% and a 5-year risk free rate of 2.2%; 3. The Put Option was valued via the Black-Sholes valuation model assuming an initial price of $36.35 million, strike price of $40M, volatility of 17% and term of 1.5 years reflecting the latest time the Put Option could be exercised or triggered. All consideration transferred has been determined to represent equity-classified contingent consideration and has been measured at fair value as of the acquisition date. Equity-classified contingent consideration is not remeasured following the acquisition date, and its subsequent settlement is accounted for within equity. The equity classification has been determined based on the terms of the transaction. The following table illustrates Crackle’s stand-alone financial performance included in the Company’s consolidated statement of operations: Year Ended December 31, 2020 2019 Gross revenue $ 32,856,285 $ 38,499,332 Gross profit $ 6,506,315 $ 10,873,180 Net loss $ (19,041,850) $ (12,039,484) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 5 – Revenue Recognition Revenue from contracts with customers is recognized as an unsatisfied performance obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control as we satisfy contractual performance obligations at a point in time or over time. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services to customers. Our contracts are valued at a fixed price at inception and do not include any variable consideration or financing components that would require estimation of revenues in our normal course of business. The following table disaggregates our revenue by operations area: Year Ended December 31, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 30,145,225 % $ 40,027,289 % Distribution and Production 38,024,797 % 16,577,863 % Total revenue 68,170,022 % 56,605,152 % Less: returns and allowances (1,813,066) % (1,241,246) % Net revenue $ 66,356,956 % $ 55,363,906 % 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 business area are recorded over time as advertisements are delivered and when monthly activity is reported by advertisers. Distribution and Production In this operations area, the Company distributes movies and television series worldwide, through Screen Media Ventures, 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. The Company also produces original content working with sponsors utilizing highly regarded independent producers to develop and produce film, television and short-form video content, including Brand-related content. Revenue from the distribution and production of movies, television series and programs and short-form video content when or as the Company transfers control of the contracted asset to the customer, represented by the delivery of contracted functional intellectual property (IP) (or otherwise make available) to the customer and the license period during which the customer is able to use and benefit from its right to access or its right to use the intellectual property has begun. 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 it is 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 vendors 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 years ended December 31, 2020 and 2019. Performance obligations The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Company 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: December 31, December 31, 2020 2019 Accounts receivable, net $ 14,588,684 $ 23,266,611 Contract assets (included in accounts receivable) 11,408,263 11,394,508 Total accounts receivable, net $ 25,996,947 $ 34,661,119 Deferred revenue (included in other liabilities) $ 590,624 $ — 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 year ended December 31, 2020. Arrangements with multiple performance obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. Practical expedients The Company has elected to use the practical expedient under the relevant accounting guidance to omit disclosure of remaining (or partially unsatisfied) performance obligations as the related contracts have an original expected duration of one year or less. The Company has elected to use the practical expedient under the relevant accounting guidance to expense sales commissions as incurred because the amortization period is generally one year or less. These commission costs are recorded within Selling, general and administrative expenses. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 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 these stock options at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the year ended December 31, 2020 and 2019, the Company recognized $921,115 and $907,572, respectively, of non-cash share-based compensation expense in selling, general and administrative expense in the consolidated statements of operations. Stock options activity as of December 31, 2020 is 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 Granted 130,000 11.36 Forfeited (21,250) 8.73 Exercised (10,000) 7.50 Expired — — Outstanding at December 31, 2020 1,131,250 $ 8.13 2.66 $ 13,417,900 Vested and exercisable at December 31, 2020 881,253 $ 7.69 1.91 $ 10,839,276 As of December 31, 2020, the Company had unrecognized pre-tax compensation expense of $1,174,526 related to non-vested stock options under the Plan of which $793,200, $285,659 and $95,667 will be recognized in 2021, 2022 and 2023, respectively. We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows: Year Ended December 31, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.5 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.05 % 2.22 % Exercise price per stock option $ 8.13 $ 7.73 Market price per share $ 7.80 $ 7.27 Weighted average fair value per stock option $ 3.76 $ 3.51 The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with FASB ASC 718, Stock Compensation because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. The Company also awards common stock grants to directors, employees and 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 year ended December 31, 2020 and 2019, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $210,400 and $154,354, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 7 – Earnings Per Share Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted earnings per share if their effect would be antidilutive. A net loss available to common stockholders causes all potentially dilutive securities to be antidilutive. Basic and diluted loss per share are computed as follows: Year Ended December 31, 2020 2019 Net loss available to common stockholders $ (44,552,353) $ (34,976,816) Basic weighted-average common shares outstanding 12,301,185 11,987,292 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 12,301,185 11,987,292 Basic and diluted loss per share $ (3.62) $ (2.92) Anti-dilutive stock options and warrants 800,041 261,328 |
Programming Costs
Programming Costs | 12 Months Ended |
Dec. 31, 2020 | |
Entertainment [Abstract] | |
Programming Costs | Note 8 – Programming Costs and Rights Programming costs and rights, consists of the following: December 31, December 31, 2020 2019 Programming costs released $ 22,986,486 $ 21,254,720 In production — 991,277 In development 4,639,169 1,896,209 Accumulated amortization (a) (12,298,648) (9,682,935) Programming costs, net 15,327,007 14,459,271 Programming rights 1,209,362 1,155,364 Accumulated amortization (755,186) (501,061) Programming rights, net 454,176 654,303 Programming costs and rights, net $ 15,781,183 $ 15,113,574 (a) As of December 31, 2020, accumulated amortization includes impairment expense of $2,213,032. 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. Programming rights consists of licenses to various titles which the company makes available for streaming on Crackle for an agreed upon license period. Amortization, including impairments, of programming costs related to episodic television programs and programming rights related to licensed content is as follows: December 31, December 31, 2020 2019 Programming costs $ 402,681 $ 206,627 Programming rights 254,125 501,062 Programming costs impairment 2,213,032 — Total programming amortization $ 2,869,838 $ 707,689 The programming cost impairments were due to management’s periodic assessment of the ultimate revenues expected to be recognized on each episodic series, in conjunction with historical performance and current market conditions and determined the estimated future discounted cash flows were not sufficient to recover the entire unamortized asset. |
Film Library
Film Library | 12 Months Ended |
Dec. 31, 2020 | |
Film Costs [Abstract] | |
Film Library | Note 9 – Film Library Film library costs, net of amortization, consists of the following: December 31, December 31, 2020 2019 Film library acquisition costs $ 78,330,094 $ 51,270,615 Accumulated amortization (a) (43,090,959) (18,020,466) Net film library costs $ 35,239,135 $ 33,250,149 (a) As of December 31, 2020, accumulated amortization includes impairment expense of $1,760,846. 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. Amortization, including impairments, of film library costs is as follows: December 31, December 31, 2020 2019 Film library amortization $ 23,309,647 $ 10,182,166 Film library impairment — Total film library amortization $ 25,070,493 $ 10,182,166 The film library impairment was due to management’s periodic assessment of the ultimate revenues expected to be recognized on each film, in conjunction with historical performance current market conditions and determined the estimated future discounted cash flows were not sufficient to recover the entire unamortized asset. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 10 – Intangible Assets and Goodwill Indefinite lived Intangible assets, consists of the following: December 31, December 31, 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 Amortizable intangible assets, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2020: Acquired customer base $ 2,290,241 $ 1,087,865 $ 1,202,376 Non-compete agreement 530,169 419,717 110,452 Website development 389,266 259,510 129,756 Crackle Plus customer user base 21,194,641 21,194,641 — Crackle Plus content rights 1,708,270 925,313 782,957 Crackle brand value 18,807,004 4,365,912 14,441,092 Crackle Plus partner agreements 4,005,714 1,301,857 2,703,857 Total $ 48,925,305 $ 29,554,815 $ 19,370,490 December 31, 2019: Acquired customer base $ 2,290,241 $ 629,816 $ 1,660,425 Non-compete agreement 530,169 242,994 287,175 Website development 389,266 129,756 259,510 Crackle Plus customer user base 21,194,641 9,934,988 11,259,653 Crackle Plus content rights 1,708,270 355,889 1,352,381 Crackle brand value 18,807,004 1,679,197 17,127,807 Crackle Plus partner agreements 4,005,714 500,714 3,505,000 Total $ 48,925,305 $ 13,473,354 $ 35,451,951 Amortization expense was $16,081,461 and $13,235,315 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 amortization expense for the next 5 years is expected be: 2021 $ 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 2025 2,686,715 Thereafter 1,007,518 Total $ 19,370,490 Goodwill consists of the following: December 31, December 31, 2020 2019 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 18,911,027 $ 21,448,106 $ 21,448,106 There was no impairment related to goodwill and intangible assets for the years ended December 31, 2020 and 2019. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 – 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 debt of $350,691 for the year ended December 31, 2019. The Commercial Loan was evidenced by a consolidated, amended and restated term promissory note (“Note”). Subject to the terms of the Note, the Commercial Loan bore 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 minimum cash deposit with Patriot Bank, N.A.) and had a maturity date of September 1, 2024. On June 19, 2020, the Company and Patriot Bank, N.A. entered into an amendment and waiver, 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. On July 17, 2020, the Company repaid the principal outstanding under the Commercial Loan of $13,333,333. Revolving Credit Facility On October 11, 2019, the Company created a majority owned subsidiary Landmark Studio Group. Through Landmark Studio Group, the Company entered into a Revolving Credit Facility (“Revolving Credit Facility”) with Cole Investments VII, LLC. The Revolving Credit Facility consists of a line of credit in the amount of $5,000,000 and bears interest of 8% per annum. On July 23, 2020, the Company repaid $2,500,000 of the principal outstanding under the Revolving Credit Facility. The outstanding principal is repayable in full on October 11, 2021. See Note 18 Subsequent Events. 9.50% Notes Due 2025 On July 17, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “July Notes”) in the aggregate principal amount of $21,000,000. On August 5, 2020, the Company sold an additional $1,100,000 of July Notes pursuant to the partial exercise of the overallotment option. The Notes bear interest at 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 July Notes resulted in net proceeds of approximately $20,995,000 after deducting underwriting discounts and commissions of approximately $1,105,000. The Company used $13,333,333 of the net proceeds to repay the outstanding principal under the Commercial Loan. On December 22, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “December Notes”) the Notes in the aggregate principal amount of $9,387,750. On December 29, 2020, the Company sold an additional $1,408,150 of December Notes pursuant to the partial exercise of the overallotment option. The stated principal of $25.00 per note was discounted 2% to the public offering price of $24.50 per note. Film Acquisition Advance On August 27, 2020, the Company entered into a Film Acquisition Advance Agreement with Great Point Media Limited (“GPM”). GPM advanced to the Company $10,210,000 of acquisition advances on August 28, 2020 (the “Acquisition Advance”) and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to the agreement, GPM has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc., CSSE’s wholly owned subsidiary. The Company will pay the SPV on a quarterly basis adjusted gross receipts generated on each of the assigned productions during the two-year term of the agreement, until the SPV has recouped the full Acquisition Advance for each of the productions together with interest and additional participation amounts on gross receipts generated by the productions. The Acquisition Advance bears interest at 10% per annum compounded monthly on the amount outstanding. In the event the SPV has not recouped the full Acquisition Advance from gross receipts generated within the two-year contractual term, the Company shall pay the remaining balance outstanding, if any, by no later than November 30, 2022. For the year ended December 31, 2020, the Company repaid $1,550,864 of the principal outstanding under the Film Acquisition Advance. Long-term debt for the periods presented was as follows: December 31, December 31, 2020 2019 Commercial Loan $ — $ 15,200,000 Notes due 2025 32,895,900 — Revolving Credit Facility 2,500,000 5,000,000 Film Acquisition Advance 8,659,136 — Total debt 44,055,036 20,200,000 Less: debt issuance costs 1,798,433 189,525 Less: current portion 2,500,000 3,200,000 Total long-term debt $ 39,756,603 $ 16,810,475 As of December 31, 2020, the expected aggregate maturities of long-term debt for each of the next five years are as follows: 2021 $ 2,500,000 2022 8,659,136 2023 — 2024 — 2025 32,895,900 $ 44,055,036 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 12 – Stockholders’ Equity At the Market Offerings In May 2020 the Company entered into an At the Market Issuance Agreement (the “ATM Agreement”) with B. Riley FBR, Inc., relating to the sale of our Class A Common Stock and 9.75% Series A Preferred Stock. In accordance with the terms of the ATM Agreement, we may offer and sell, from time to time, shares of Class A Common Stock and shares of Series A Preferred Stock having an aggregate offering price of up to $11,564,076. During the year ended December 31, 2020, we sold an aggregate of 48,741 shares of Class A Common Stock and 300,360 shares of Series A Preferred Stock, for net proceeds to us of $7,635,228, after payment of $236,146 in commissions to B. Riley FBR, Inc. and other costs. Voting Rights Common Stock Holders of shares of Class A Common Stock and Class B Common Stock have substantially identical rights, except that holders of shares of Class A Common Stock are entitled to one vote per share and holders of shares of Class B Common Stock are entitled to ten votes per share. Holders of shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our charter. Preferred Stock Holders of Series A Preferred Stock generally have no voting rights except for the right to add two members to the board of directors if dividends payable on the outstanding Series A Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods. The Series A Preferred Stock is not convertible into common stock of the Company Dividend Rights Common Stock Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the board of directors out of any assets legally available thereof. Preferred Stock Holders of the Series A Preferred Stock will receive cumulative cash dividends at a rate of 9.75% per annum, as and when declared by the board of directors. No Preemptive or Similar Rights Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. Right to Receive Liquidation Distributions Subject to the preferential or other rights of any holders of preferred stock then outstanding, including the Series A Preferred Stock, upon our dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Class A Common Stock and Class B Common Stock will be entitled to receive ratably all of our assets available for distribution to our stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under our certificate of incorporation) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. Subsidiary Convertible Preferred Stock The subsidiary convertible preferred stock represents the equity attributable to the noncontrolling interest holder as a part of the Crackle Plus business combination. Given the terms of the transaction, the noncontrolling interest holder has the right to convert their Preferred Units in Crackle Plus into Common Units representing common ownership of 49% in Crackle Plus or into Series A Preferred Stock of the Company. Based on the terms of the transaction agreement, the noncontrolling interest in Crackle Plus is convertible into equity. On December 14, 2020, the interest holder provided notice to Crackle Plus and the Company that it would be exercising the Put Option. The Company has 30 days to elect to pay cash in lieu of issuing some or all of the Series A Preferred Stock. As of December 31, 2020, the Company has not elected its form of payment and is subject to the closing of the transaction. See Note 18 for additional information. 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. Warrants Warrant activity as of December 31, 2020 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2019 Exercised (a) at December 31, 2020 Price Term (Yrs.) Class W 678,822 (56,200) 622,622 $ 7.50 2.50 Class Z 180,618 — 180,618 12.00 3.50 CSSE Class I 800,000 — 800,000 8.13 3.37 CSSE Class II 1,200,000 — 1,200,000 9.67 3.37 CSSE Class III-A 380,000 — 380,000 11.61 3.37 CSSE Class III-B 1,620,000 — 1,620,000 11.61 3.37 Total 4,859,440 (56,200) 4,803,240 $ 10.03 3.26 (a) As of December 31, 2020, 56,200 warrants were exercised and converted to 29,685 shares of Class A Common Stock via the cashless exercise option. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company’s current and deferred income tax provision are as follows: Year Ended December 31, 2020 2019 Current provision: States $ 99,000 $ 133,000 Total current provision 99,000 133,000 Deferred provision: Federal — 333,000 States — 119,000 Total deferred provision — 452,000 Total provision for income taxes $ 99,000 $ 585,000 The provision for income taxes is different from amounts computed by applying the U.S. statutory rates to consolidated loss before taxes. The significant reason for these differences is as follows: Year Ended December 31, 2020 2019 Expected tax provision -- Income taxes computed at Federal statutory rate $ (8,524,000) $ (6,654,000) Increase (decrease) in tax expense resulting from: Gain on asset contribution — 782,000 Crackle amortization 3,199,000 2,769,000 State and local taxes 5,000 276,000 Programming costs 701,000 (41,000) Acquisition-related costs — 887,000 Share-based compensation - incentive plan 248,000 286,000 Film library 4,453,000 341,000 Allowance for doubtful accounts (125,000) 348,000 Other 8,000 28,000 Effect of valuation allowance related to prior year net operating loss 134,000 1,563,000 Actual tax provision $ 99,000 $ 585,000 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 and net operating losses, adjusted by the relevant tax rate. The components of the deferred tax assets and liabilities are as follows: December 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 10,428,000 $ 9,680,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 11,968,000 3,769,000 Deferred state taxes 39,000 34,000 Less: valuation allowance (20,003,000) (11,243,000) Total deferred tax assets 3,155,000 2,963,000 Deferred tax liabilities: Programming costs 2,715,000 2,820,000 Other assets 440,000 143,000 Total deferred tax liabilities 3,155,000 2,963,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $38,727,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $27,882,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company. Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Additionally, the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of the Company’s stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The deferred tax asset valuation allowance increased by $8,760,000 and $10,524,000 for the years ended December 31, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions Affiliate Resources and Obligations The Company has agreements with CSS and affiliated companies that provide the Company with access to important assets and resources including key personnel. The assets and resources provided are included as a part of a management services and a license agreement. A summary of the relevant ongoing agreements is as follows: Management Services Agreement The Company is a party to a Management Services Agreement with CSS (the “Management Agreement”). Under the terms of the Management Agreement, the Company is provided with the operational expertise of the CSS companies’ personnel, including its chief executive officer, chief financial officer, chief accounting officer, chief strategy officer, and senior brand advisor, and with other services, including accounting, legal, marketing, management, data access and back office systems. The Management Agreement also requires CSS to provide headquarter office space and equipment usage. Under the terms of the Management Agreement, the Company pays a quarterly fee to CSS equal to 5% of the net revenue as reported under GAAP for each fiscal quarter. For the years ended December 31, 2020 and 2019, the Company recorded management fee expense of $3,317,848 and $2,768,195, respectively, payable to CSS. The term of the Management Agreement is five years, with automatic one-year renewals thereafter unless either party elects to terminate by delivering written notice at least 90 days prior to the end of the then current term. The Management Agreement is terminable earlier by either party by reason of certain prescribed and uncured defaults by the other party. The Management Agreement will automatically terminate in the event of the Company’s bankruptcy or a bankruptcy of CSS or if the Company no longer has licensed rights from CSS under the License Agreement described below. License Agreement and Marketing Support Fee The Company is a party to a trademark and intellectual property license agreement with CSS (the “License Agreement”). Under the terms of the License Agreement, the Company has been granted a perpetual, exclusive license to utilize the Brand and related content, such as stories published in the Chicken Soup for the Soul books, for visual exploitation worldwide. Under the License Agreement, the Company pays a license fee to CSS equal to 4% of net revenue for each fiscal quarter. In addition, CSS provides marketing support for the Company’s productions through its email distribution, blogs and other marketing and public relations resources. The Company pays a quarterly fee to CSS for those services equal to 1% of net revenue as reported under GAAP for each fiscal quarter for such support. For the years ended December 31, 2020 and 2019, the Company recorded a combined license and marketing support fee expense of $3,317,848 and $2,768,195, respectively, payable to CSS. Due from Affiliated Companies The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Settlements fluctuate period over period due to timing of liquidity needs. As of December 31, 2020 and 2019, the Company is owed $5,648,652 and $7,642,432, respectively, from affiliated companies, primarily CSS. The Company also has agreements to provide management services to consolidated subsidiaries which have non-controlling interest holders. As these subsidiaries are controlled by the Company and consolidated for financial reporting purposes any revenues generated and fees incurred are eliminated in consolidation. A summary of the relevant ongoing agreements is as follows: Landmark Studios Group Management Services Agreement We provide management services to Landmark Studio Group, including property management, back-office support, accounting, tax, legal and financial services (including strategic financial planning) and technology resources and support for a quarterly fee equal to five percent (5%) of Landmark Studio Group’s gross revenues. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Operating Leases The Company is obligated under non-cancellable lease agreements for certain facilities and services, which frequently include renewal options and escalation clauses. For leases that contain predetermined fixed escalations, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and amounts payable under the lease as lease obligations. Lease obligations due within one year are included in accounts payable and accrued expenses on our consolidated balance sheets. These leases expire at various points through 2031. During May 2020, a technology platform vendor discontinued providing services 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. This commitment relief has been reflected in the below future minimum payments table. Rent expense related to these leases was $1,807,769 and $452,000 for the years ended December 31, 2020 and 2019, respectively. Content Obligations Content obligations include amounts related to the acquisition, licensing and production of content. 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 consolidated balance sheet. As of December 31, 2020, the Company had $25,849,529 of content obligations, comprised of $8,616,562 in film library acquisition obligations, $4,697,316 of programming obligations and $12,535,651 of accrued participation costs. As of December 31, 2019, the Company had $17,387,973 of content obligations, comprised of $5,020,600 of film library acquisition obligations, $7,300,861 of programming obligations and $5,066,512 of accrued participation costs. 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. 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 December 31, 2020 were as follows: 2021 $ 13,005,632 2022 7,075,647 2023 1,262,186 2024 1,287,430 2025 1,313,178 2026 - 2031 8,052,953 Total minimum lease and content payments $ 31,997,026 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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 16 – Segment and Geographic Information The Company’s reportable segments have been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment, the production and distribution of video content, and currently operates in the United States and internationally. Net revenue generated in the United States accounted for approximately 99% of total net revenue for each of the years ended December 31, 2020 and 2019. Remaining net revenue was generated in the rest of the world. 100% of total consolidated long-lived assets are based in the United States. |
Client Concentration
Client Concentration | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Client Concentration | Note 17 – Client Concentration The list of our customers changes periodically. For the years ended December 31, 2020 and 2019, the Company did not have any customers whose revenue individually represented 10% or more of the Company’s total net revenue. Our largest customers accounted for the following percentages of total gross accounts receivable: Year Ended December 31, Accounts Receivable 2020 2019 Customer A 13 % 11 % Customer B 9 % 10 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note Preferred Stock Issuance On January 13, 2021, the Company issued 1,600,000 shares of its Series A Preferred Stock to CPEH pursuant to the Put Option granted to CPEH under the JV Operating Agreement, as amended. The Put Option was exercised on December 14, 2020. The Company had the option to elect to pay cash in lieu of issuing Series A Preferred Stock. Subsequent to December 31, 2020, the Company elected to satisfy the Put Option entirely through the issuance of Series A Preferred Stock. As a result of CPEH’s exercise of the Put Option, the Company now owns 100% of the outstanding interests of Crackle Plus. Common Stock Private Placement On January 20, 2021, the Company completed a private placement sale of 1,022,727 shares of common stock at a price $22.00 per common share, generating gross proceeds of $22,499,994. Prepayment of the Landmark Studio Revolving Credit Facility On March 4, 2021, the Company repaid the outstanding principal and accrued interest under the Revolving Credit Facility of $2,957,222 and terminated the facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s significant estimates include those related to revenue recognition and estimated ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for income taxes, and amortization of programming and film library costs. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist primarily of money market funds. Such investments are stated at cost, which approximates fair value. |
Fair Value | Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions. These valuations require significant judgment and estimates. At December 31, 2020 and 2019, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, accrued participation costs, film library acquisition costs and accrued programming costs, approximated their carrying value due primarily to the relative short-term nature of these instruments. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amounts management expects to collect and are stated net of allowance for uncollectible accounts and video returns. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collections have been exhausted and the potential for recovery is considered remote. Accounts are considered past due or delinquent based on contractual terms and how recently payments have been received. An allowance for estimated losses for uncollectible accounts is reported as bad debt expense in the consolidated statements of operations. |
Programming Costs | Programming Costs Programming costs include the unamortized costs of completed, in-process, or in-development long-form and short-form video content produced by the Company. For video content, the Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized from each production. For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. Programming costs are stated at the lower of amortized cost or estimated fair value. The valuation of programming costs is reviewed on a title-by-title basis, when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a discounted cash flows (“DCF”) methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a program’s ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a program. The Company performs an annual impairment analysis for unamortized programming costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of programming costs may be required because of changes in management’s future revenue estimates. See Note 8 for additional information. |
Film Library | Film Library The film library represents the cost of acquiring film distribution rights and related acquisition and accrued participation costs. The film library is amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue. Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. The ultimate revenue time frame is determined based on the term of the acquisition agreement, which in most cases is ten years or more. Film library costs are stated at the lower of amortized cost or estimated fair value. The valuation of film library costs is reviewed at the film acquisition year level (‘vintage’), when an event or change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a DCF methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film vintage ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. The Company performs an annual impairment analysis for unamortized film library costs. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of film library costs may be required because of changes in management’s future revenue estimates. See Note 9 for additional information. |
Programming rights and obligations | Programming rights and obligations Programming rights acquired under license agreements are recorded as an asset and a corresponding liability upon commencement of the license period. The programming rights are presented at the lower of unamortized cost or estimated net realizable value on a program by program basis and amortized over the license period using the straight-line method beginning with the first month of availability. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. |
Goodwill | Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination which are not individually identified and separately recognized. We do not amortize goodwill. Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate the carrying amount may not be recoverable. Under ASC 350, Intangibles—Goodwill and Other, we are permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If we can support the conclusion that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then we would not need to perform the quantitative impairment test. If we cannot support such a conclusion, or we do not elect to perform the qualitative assessment, then a quantitative test for goodwill is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined using a discounted cash flow analysis based on assumptions regarding our future business outlook. While we continue to review and analyze many factors that can impact our business prospects in the future, our analyses are subjective and are based on conditions existing at and trends leading up to the time the assumptions are made. Actual results could differ materially from these assumptions. |
Intangible Assets | Intangible Assets Our intangible assets with definite lives include acquired customer bases, non-compete agreements, content rights, brand value, partner agreements and website development costs. Intangible assets with indefinite lives include a video content license and film rights, which are not being amortized, and are tested for impairment on an annual basis or when events or changes in circumstances necessitate an evaluation for impairment. Recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. Intangible assets with definite lives are initially recorded at fair value and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangibles, generally on a straight-line basis over useful lives ranging from 16 to 84 months. Amortization expense is included in amortization and depreciation in our consolidated statements of operations. Intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. See Note 10 for additional information. |
Business Combinations | Business Combinations We account for acquisitions of businesses using the acquisition method of accounting. The purchase price is allocated to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates. Under the acquisition method of accounting for business combinations, any changes to acquired balances in tax accounts, including adjustments to deferred tax asset valuation allowances or liabilities related to uncertain tax positions, which are recorded during the measurement period, and are determined to be attributable to facts and circumstances that existed as of the acquisition date, are considered a measurement period adjustment and will result in an offsetting increase or decrease to goodwill. All other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions will result in an increase or decrease to income tax expense. See Note 4 for additional information. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method in accordance with FASB ASC Section 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740: Income Taxes , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statements of operations. At December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. |
Ad Representation Fees Payable | Ad Representation Fees Payable Included in cost of revenue are fees earned by the Ad Rep Partners. |
Film Library Acquisition Obligations | Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with the Company acquiring film distribution rights. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to the licensor if the Company is unable to satisfy its financial obligations with respect to the acquisition of the related distribution rights. See Note 15 for additional information. |
Accrued Participation Costs | Accrued Participation Costs The Company accrues for participation costs due to production companies and producers based on the respective agreements. Amounts due to production companies and producers are calculated based on gross revenue for each film after exceeding certain minimum targets. In addition, the Company must recoup its original investment in each film before such payments are due. Accrued participation costs are capitalized and amortized as part of the film library. See Note 15 for additional information. |
Related Party Transactions - Due from / to affiliated Companies | Related Party Transactions - Due from / to Affiliated Companies The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include subsidiaries and affiliates of the Company. The financial statements and accompanying notes include disclosures of material related party agreements and transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. See Note 14 for additional information. |
Revenue Recognition | Revenue Recognition Revenue from contracts with customers is recognized as contractual performance obligations are satisfied; generally, this occurs at the point in time or as we transfer of control of the contracted good or service to the customer. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services to customers. See Note 5 for additional information. |
Share-Based Compensation | Share-Based Compensation Our policy is to issue new shares for purchases under our Long Term Incentive Plan as described in Note 6. Share-based compensation expense is estimated at the grant date based on a stock option’s fair value. The determination of the share-based compensation expense related to stock options is calculated using a Black-Scholes-Merton option pricing model and is affected by our stock price, expected stock price volatility over the term of the awards, expected term, risk free interest rate and expected dividends. We record forfeitures as they occur. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. Advertising expense was $1,383,718 and $1,047,558 for the years ended December 31, 2020 and 2019, respectively. |
Acquisition-Related Costs | Acquisition-Related Costs The Company accounts for acquisition related costs in accordance with FASB ASC 805 Business combinations and expenses these costs as incurred. Acquisition-related costs primarily consists of legal, accounting, investment advisory and other consulting fees related to a transaction. Total acquisition-related costs expensed for the years ending December 31, 2020 and 2019 were $98,926 and $3,968,289, respectively. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is computed based on the weighted average number of shares of all classes of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of common shares outstanding during the period increased, when applicable, by dilutive common stock equivalents, comprised of Class W warrants, Class Z warrants, Class I warrants, Class II warrants, Class III-A warrants, Class III-B warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not included as they would be anti-dilutive. In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the related incremental shares. See Note 7 for additional information |
Business Combination (Tables)
Business Combination (Tables) - Crackle Plus | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase price consideration allocated to fair value of net assets acquired: Accounts receivable, net $ 5,360,667 Prepaid expenses 892,200 Programming Rights 1,155,363 Goodwill 18,911,027 Brand Value 18,807,004 Customer User Base 21,194,641 Content Rights 1,708,270 Partner Agreements 4,005,714 Assets acquired 72,034,886 Accounts payable and accrued expenses (13,061,494) Programming Obligations (7,300,861) Liabilities assumed (20,362,355) Total purchase consideration $ 51,672,531 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Fair Value of Crackle Preferred Units $ 36,350,000 Fair Value of Warrants in CSSE 10,899,204 Fair Value of Put Option 4,423,327 Total Estimated Purchase Price $ 51,672,531 |
Schedule of Crackle’s financial performance | Year Ended December 31, 2020 2019 Gross revenue $ 32,856,285 $ 38,499,332 Gross profit $ 6,506,315 $ 10,873,180 Net loss $ (19,041,850) $ (12,039,484) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Year Ended December 31, % of 2020 % of revenue 2019 revenue Revenue: Online networks $ 30,145,225 % $ 40,027,289 % Distribution and Production 38,024,797 % 16,577,863 % Total revenue 68,170,022 % 56,605,152 % Less: returns and allowances (1,813,066) % (1,241,246) % Net revenue $ 66,356,956 % $ 55,363,906 % |
Contract with Customer, Asset and Liability [Table Text Block] | December 31, December 31, 2020 2019 Accounts receivable, net $ 14,588,684 $ 23,266,611 Contract assets (included in accounts receivable) 11,408,263 11,394,508 Total accounts receivable, net $ 25,996,947 $ 34,661,119 Deferred revenue (included in other liabilities) $ 590,624 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Outstanding at December 31, 2019 1,032,500 $ 7.73 3.33 $ 576,000 Granted 130,000 11.36 Forfeited (21,250) 8.73 Exercised (10,000) 7.50 Expired — — Outstanding at December 31, 2020 1,131,250 $ 8.13 2.66 $ 13,417,900 Vested and exercisable at December 31, 2020 881,253 $ 7.69 1.91 $ 10,839,276 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, Weighted Average Assumptions: 2020 2019 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.5 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.05 % 2.22 % Exercise price per stock option $ 8.13 $ 7.73 Market price per share $ 7.80 $ 7.27 Weighted average fair value per stock option $ 3.76 $ 3.51 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Year Ended December 31, 2020 2019 Net loss available to common stockholders $ (44,552,353) $ (34,976,816) Basic weighted-average common shares outstanding 12,301,185 11,987,292 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 12,301,185 11,987,292 Basic and diluted loss per share $ (3.62) $ (2.92) Anti-dilutive stock options and warrants 800,041 261,328 |
Programming Costs (Tables)
Programming Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Entertainment [Abstract] | |
Schedule of programming costs, net of amortization | December 31, December 31, 2020 2019 Programming costs released $ 22,986,486 $ 21,254,720 In production — 991,277 In development 4,639,169 1,896,209 Accumulated amortization (a) (12,298,648) (9,682,935) Programming costs, net 15,327,007 14,459,271 Programming rights 1,209,362 1,155,364 Accumulated amortization (755,186) (501,061) Programming rights, net 454,176 654,303 Programming costs and rights, net $ 15,781,183 $ 15,113,574 (a) As of December 31, 2020, accumulated amortization includes impairment expense of $2,213,032. |
Schedule of programming costs amortization | December 31, December 31, 2020 2019 Programming costs $ 402,681 $ 206,627 Programming rights 254,125 501,062 Programming costs impairment 2,213,032 — Total programming amortization $ 2,869,838 $ 707,689 |
Film Library (Tables)
Film Library (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Film Costs [Abstract] | |
Schedule of film library costs | December 31, December 31, 2020 2019 Film library acquisition costs $ 78,330,094 $ 51,270,615 Accumulated amortization (a) (43,090,959) (18,020,466) Net film library costs $ 35,239,135 $ 33,250,149 (a) As of December 31, 2020, accumulated amortization includes impairment expense of $1,760,846. |
Schedule of film library amortization expense | December 31, December 31, 2020 2019 Film library amortization $ 23,309,647 $ 10,182,166 Film library impairment — Total film library amortization $ 25,070,493 $ 10,182,166 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Indefinite lived Intangible assets, consists of the following: December 31, December 31, 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] | Amortizable intangible assets, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount December 31, 2020: Acquired customer base $ 2,290,241 $ 1,087,865 $ 1,202,376 Non-compete agreement 530,169 419,717 110,452 Website development 389,266 259,510 129,756 Crackle Plus customer user base 21,194,641 21,194,641 — Crackle Plus content rights 1,708,270 925,313 782,957 Crackle brand value 18,807,004 4,365,912 14,441,092 Crackle Plus partner agreements 4,005,714 1,301,857 2,703,857 Total $ 48,925,305 $ 29,554,815 $ 19,370,490 December 31, 2019: Acquired customer base $ 2,290,241 $ 629,816 $ 1,660,425 Non-compete agreement 530,169 242,994 287,175 Website development 389,266 129,756 259,510 Crackle Plus customer user base 21,194,641 9,934,988 11,259,653 Crackle Plus content rights 1,708,270 355,889 1,352,381 Crackle brand value 18,807,004 1,679,197 17,127,807 Crackle Plus partner agreements 4,005,714 500,714 3,505,000 Total $ 48,925,305 $ 13,473,354 $ 35,451,951 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2020 amortization expense for the next 5 years is expected be: 2021 $ 4,755,536 2022 4,159,440 2023 3,774,138 2024 2,987,143 2025 2,686,715 Thereafter 1,007,518 Total $ 19,370,490 |
Schedule of Goodwill [Table Text Block] | December 31, December 31, 2020 2019 Goodwill: Pivotshare $ 1,300,319 $ 1,300,319 Goodwill: A Plus 1,236,760 1,236,760 Goodwill: Crackle Plus 18,911,027 18,911,027 $ 21,448,106 $ 21,448,106 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, December 31, 2020 2019 Commercial Loan $ — $ 15,200,000 Notes due 2025 32,895,900 — Revolving Credit Facility 2,500,000 5,000,000 Film Acquisition Advance 8,659,136 — Total debt 44,055,036 20,200,000 Less: debt issuance costs 1,798,433 189,525 Less: current portion 2,500,000 3,200,000 Total long-term debt $ 39,756,603 $ 16,810,475 |
Schedule of aggregate maturities of long-term debt | 2021 $ 2,500,000 2022 8,659,136 2023 — 2024 — 2025 32,895,900 $ 44,055,036 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2020 2019 Current provision: States $ 99,000 $ 133,000 Total current provision 99,000 133,000 Deferred provision: Federal — 333,000 States — 119,000 Total deferred provision — 452,000 Total provision for income taxes $ 99,000 $ 585,000 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2020 2019 Expected tax provision -- Income taxes computed at Federal statutory rate $ (8,524,000) $ (6,654,000) Increase (decrease) in tax expense resulting from: Gain on asset contribution — 782,000 Crackle amortization 3,199,000 2,769,000 State and local taxes 5,000 276,000 Programming costs 701,000 (41,000) Acquisition-related costs — 887,000 Share-based compensation - incentive plan 248,000 286,000 Film library 4,453,000 341,000 Allowance for doubtful accounts (125,000) 348,000 Other 8,000 28,000 Effect of valuation allowance related to prior year net operating loss 134,000 1,563,000 Actual tax provision $ 99,000 $ 585,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carry-forwards $ 10,428,000 $ 9,680,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 11,968,000 3,769,000 Deferred state taxes 39,000 34,000 Less: valuation allowance (20,003,000) (11,243,000) Total deferred tax assets 3,155,000 2,963,000 Deferred tax liabilities: Programming costs 2,715,000 2,820,000 Other assets 440,000 143,000 Total deferred tax liabilities 3,155,000 2,963,000 Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | 2021 $ 13,005,632 2022 7,075,647 2023 1,262,186 2024 1,287,430 2025 1,313,178 2026 - 2031 8,052,953 Total minimum lease and content payments $ 31,997,026 |
Client Concentration (Tables)
Client Concentration (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable [Member] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Our largest customers accounted for the following percentages of total gross accounts receivable: Year Ended December 31, Accounts Receivable 2020 2019 Customer A 13 % 11 % Customer B 9 % 10 % |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)segmentcountry | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
Number of countries and territories worldwide the company has a presence | country | 56 | |
Deficit | $ (77,247,982) | $ (32,695,629) |
Net loss available to common stockholders | $ (44,552,353) | $ (34,976,816) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Other) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Period following the date of delivery of the first episode over with the ultimate revenue may be estimated | 10 years | |
Period from date of delivery of most recent episode if still in production the ultimate revenue may be estimated | 5 years | |
Unrecognized tax benefits | $ 0 | $ 0 |
Advertising expense | 1,383,718 | 1,047,558 |
Acquisition-related costs | $ 98,926 | $ 3,968,289 |
Minimum [Member] | ||
Ultimate revenue time frame for film library | 10 years | |
Useful lives | 16 months | |
Maximum [Member] | ||
Useful lives | 84 months |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 [Member] - Forecast Adjustment [Member] | Dec. 31, 2020USD ($) |
Right-of-use lease asset | $ 15,400,000 |
Lease liability | $ 15,400,000 |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Gross revenue | $ 32,856,285 | $ 38,499,332 |
Gross profit | 6,506,315 | 10,873,180 |
Net loss | $ (19,041,850) | $ (12,039,484) |
Business Combination (Details)
Business Combination (Details) | Mar. 27, 2019USD ($)Y$ / sharesshares | Mar. 27, 2019USD ($)Y$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Exercise price of warrants or rights | $ / shares | $ 10.03 | |||
Minimum [Member] | ||||
Estimated useful lives | 16 months | |||
Maximum [Member] | ||||
Estimated useful lives | 84 months | |||
Crackle Plus Entity [Member] | ||||
Convertible preferred stock terms of conversion | from May 14, 2020 to November 14, 2020 ("Exercise Period"), CPEH would 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"), and that we may elect to pay the Put Option in cash or through the issuance of Series A Preferred Stock using a price per share of $25. Subject to certain limitations, in the event that CPEH hasn't converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period. | |||
Purchase price consideration | $ | $ 51,672,531 | $ 51,672,531 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ | $ 32,856,285 | $ 38,499,332 | ||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ | $ (19,041,850) | $ (12,039,484) | ||
Crackle Plus Entity [Member] | Measurement Input Strike Price [Member] | Put Option [Member] | ||||
Initial price and strike price | $ | 40,000,000 | 40,000,000 | ||
Crackle Plus Entity [Member] | Measurement Input, Share Price [Member] | ||||
Strike prices and market price | $ / shares | 7.74 | 7.74 | ||
Crackle Plus Entity [Member] | Measurement Input, Option Volatility [Member] | ||||
Strike prices and market price | 58 | 58 | ||
Crackle Plus Entity [Member] | Measurement Input, Expected Term [Member] | Put Option [Member] | ||||
Initial price and strike price | Y | 1.5 | 1.5 | ||
Crackle Plus Entity [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Strike prices and market price | 2.2 | 2.2 | ||
Crackle Plus Entity [Member] | Measurement Input Initial Price Assumption [Member] | Put Option [Member] | ||||
Initial price and strike price | $ | 36,350,000 | 36,350,000 | ||
Crackle Plus Entity [Member] | Measurement Input, Price Volatility [Member] | Put Option [Member] | ||||
Initial price and strike price | 17 | 17 | ||
Crackle Plus Entity [Member] | Minimum [Member] | ||||
Estimated useful lives | 16 months | |||
Crackle Plus Entity [Member] | Minimum [Member] | Measurement Input Strike Price [Member] | ||||
Strike prices and market price | 5 | 5 | ||
Crackle Plus Entity [Member] | Maximum [Member] | ||||
Estimated useful lives | 84 months | |||
Crackle Plus Entity [Member] | Maximum [Member] | Measurement Input Strike Price [Member] | ||||
Strike prices and market price | 50 | 50 | ||
Crackle Plus Entity [Member] | 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 | 800,000 | ||
Exercise price of warrants or rights | $ / shares | $ 8.13 | $ 8.13 | ||
Crackle Plus Entity [Member] | Common Class A | CSSE Class II Warrant [Member] | ||||
Number of securities called by warrants or rights | 1,200,000 | 1,200,000 | ||
Exercise price of warrants or rights | $ / shares | $ 9.67 | $ 9.67 | ||
Crackle Plus Entity [Member] | Common Class A | CSSE Class III A Warrant [Member] | ||||
Number of securities called by warrants or rights | 380,000 | 380,000 | ||
Exercise price of warrants or rights | $ / shares | $ 11.61 | $ 11.61 | ||
Crackle Plus Entity [Member] | Common Class A | CSSE Class III B Warrant [Member] | ||||
Number of securities called by warrants or rights | 1,620,000 | 1,620,000 | ||
Exercise price of warrants or rights | $ / shares | $ 11.61 | $ 11.61 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 68,170,022 | $ 56,605,152 |
Less: returns and allowances | (1,813,066) | (1,241,246) |
Net revenue | 66,356,956 | 55,363,906 |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 66,356,956 | $ 55,363,906 |
Concentration risk percentage | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 102.00% | 102.00% |
Sales Returns and Allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Less: returns and allowances | $ (1,813,066) | $ (1,241,246) |
Sales Returns and Allowances [Member] | Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | (2.00%) | (2.00%) |
Online networks | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 30,145,225 | $ 40,027,289 |
Online networks | Customer Concentration Risk [Member] | Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 45.00% | 72.00% |
Distribution and Production | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 38,024,797 | $ 16,577,863 |
Distribution and Production | Customer Concentration Risk [Member] | Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 57.00% | 30.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable, net | $ 14,588,684 | $ 23,266,611 |
Contract Assets | 11,408,263 | 11,394,508 |
Total accounts receivable, net | 25,996,947 | $ 34,661,119 |
Contract Liabilities | $ 590,624 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Impairment losses from CSSE contracts with customers | $ | $ 0 | $ 0 |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true | |
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true | |
Television and film distribution | ||
Disaggregation of Revenue [Line Items] | ||
Number of television series and feature films own the copyrights or long-term distribution rights | item | 1,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options, Total outstanding at the beginning of the period | 1,032,500 | |
Number of Stock Options, Options granted | 130,000 | |
Number of Stock Options, Options forfeited | 21,250 | |
Number of Stock Options, Options exercised | (10,000) | |
Number of Stock Options, Total outstanding at the end of the period | 1,131,250 | 1,032,500 |
Number of Stock Options, Total exercisable at March 31, 2020 | 881,253 | |
Weighted Average Exercise Price, Beginning of period | $ 7.73 | |
Weighted Average Exercise Price, Granted | 11.36 | |
Weighted Average Exercise Price, Forfeited | 8.73 | |
Weighted Average Exercise Price, Exercised | 7.50 | |
Weighted Average Exercise Price, End of period | 8.13 | $ 7.73 |
Weighted Average Exercise Price, Vested and Exercisable | $ 7.69 | |
Weighted Average Remaining Contract Term, Total outstanding | 2 years 7 months 28 days | 3 years 3 months 29 days |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 1 year 10 months 28 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 576,000 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 13,417,900 | $ 576,000 |
Aggregate Intrinsic Value, Vested and Exercisable at March 31, 2020 | $ 10,839,276 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.50% | 56.10% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.05% | 2.22% |
Exercise price per stock option | $ 8.13 | $ 7.73 |
Market price per share | 7.80 | 7.27 |
Weighted average fair value per stock option | $ 3.76 | $ 3.51 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | 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 | $ 1,174,526 | ||||||
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 | $ 95,667 | $ 285,659 | $ 793,200 | ||||
Straight-line [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | 921,115 | $ 907,572 | |||||
Selling, General and Administrative Expenses [Member] | Directors And Non Employee Executive Producers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 210,400 | $ 154,354 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss available to common stockholders | $ (44,552,353) | $ (34,976,816) |
Basic weighted-average common shares outstanding | 12,301,185 | 11,987,292 |
Weighted-average diluted common shares outstanding | 12,301,185 | 11,987,292 |
Basic and diluted loss per share | $ (3.62) | $ (2.92) |
Stock Options And Warrants [Member] | ||
Dilutive effect of options and warrants | 800,041 | 261,328 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Entertainment [Abstract] | ||
Programming costs released | $ 22,986,486 | $ 21,254,720 |
In production | 991,277 | |
In development | 4,639,169 | 1,896,209 |
Accumulated amortization | (12,298,648) | (9,682,935) |
Programming costs, net | 15,327,007 | 14,459,271 |
Programming rights | 1,209,362 | 1,155,364 |
Accumulated amortization | (755,186) | (501,061) |
Programming rights, net | 454,176 | 654,303 |
Programming costs and rights, net | 15,781,183 | $ 15,113,574 |
Programming costs impairment | $ 2,213,032 |
Programming Costs - Amortizatio
Programming Costs - Amortization - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Entertainment [Abstract] | ||
Programming costs | $ 402,681 | $ 206,627 |
Programming rights | 254,125 | 501,062 |
Programming costs impairment | 2,213,032 | |
Total Programming Amortization | $ 2,869,838 | $ 707,689 |
Film Library (Details)
Film Library (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Film Costs [Abstract] | ||
Film library acquisition costs | $ 78,330,094 | $ 51,270,615 |
Accumulated amortization | (43,090,959) | (18,020,466) |
Net film library costs | 35,239,135 | $ 33,250,149 |
Film library impairment | $ 1,760,846 |
Film Library- Amortization (Det
Film Library- Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Film Costs [Abstract] | ||
Film library amortization | $ 23,309,647 | $ 10,182,166 |
Film library impairment | 1,760,846 | |
Total film library amortization | $ 25,070,493 | $ 10,182,166 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Indefinite lived Intangible assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Indefinite lived intangible assets | $ 12,163,943 | $ 12,163,943 |
Video content license | ||
Indefinite lived intangible assets | 5,000,000 | 5,000,000 |
Popcornflix film rights and other assets | ||
Indefinite lived intangible assets | $ 7,163,943 | $ 7,163,943 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Finite-lived (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Gross Carrying Amount | $ 48,925,305 | $ 48,925,305 |
Accumulated Amortization | 29,554,815 | 13,473,354 |
Net Carrying Amount | 19,370,490 | 35,451,951 |
Acquired customer base | ||
Gross Carrying Amount | 2,290,241 | 2,290,241 |
Accumulated Amortization | 1,087,865 | 629,816 |
Net Carrying Amount | 1,202,376 | 1,660,425 |
Non-compete agreement | ||
Gross Carrying Amount | 530,169 | 530,169 |
Accumulated Amortization | 419,717 | 242,994 |
Net Carrying Amount | 110,452 | 287,175 |
Website Development | ||
Gross Carrying Amount | 389,266 | 389,266 |
Accumulated Amortization | 259,510 | 129,756 |
Net Carrying Amount | 129,756 | 259,510 |
Crackle Plus Customer User Base | ||
Gross Carrying Amount | 21,194,641 | 21,194,641 |
Accumulated Amortization | 21,194,641 | 9,934,988 |
Net Carrying Amount | 11,259,653 | |
Crackle Plus Content Rights | ||
Gross Carrying Amount | 1,708,270 | 1,708,270 |
Accumulated Amortization | 925,313 | 355,889 |
Net Carrying Amount | 782,957 | 1,352,381 |
Crackle Brand Value | ||
Gross Carrying Amount | 18,807,004 | 18,807,004 |
Accumulated Amortization | 4,365,912 | 1,679,197 |
Net Carrying Amount | 14,441,092 | 17,127,807 |
Crackle Plus Partner Agreement | ||
Gross Carrying Amount | 4,005,714 | 4,005,714 |
Accumulated Amortization | 1,301,857 | 500,714 |
Net Carrying Amount | $ 2,703,857 | $ 3,505,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 4,755,536 | |
2022 | 4,159,440 | |
2023 | 3,774,138 | |
2024 | 2,987,143 | |
2025 | 2,686,715 | |
Thereafter | 1,007,518 | |
Amortization expense | $ 19,370,490 | $ 35,451,951 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill | $ 21,448,106 | $ 21,448,106 |
Pivotshare Inc | ||
Goodwill | 1,300,319 | 1,300,319 |
A Plus | ||
Goodwill | 1,236,760 | 1,236,760 |
Crackle Plus | ||
Goodwill | $ 18,911,027 | $ 18,911,027 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 16,081,461 | $ 13,235,315 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Debt - Schedule (Details)
Debt - Schedule (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total debt | $ 44,055,036 | $ 20,200,000 |
Less: debt issuance costs | 1,798,433 | 189,525 |
Less: current portion | 2,500,000 | 3,200,000 |
Total long-term debt | 39,756,603 | 16,810,475 |
Commercial Loan | ||
Total debt | 15,200,000 | |
Revolving credit facility | ||
Total debt | 2,500,000 | $ 5,000,000 |
9.50% Notes Due 2025 July Notes [Member] | ||
Total debt | 32,895,900 | |
Film Acquisition Advance [Member] | ||
Total debt | $ 8,659,136 |
Debt - Future principal payment
Debt - Future principal payments (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 2,500,000 | |
2022 | 8,659,136 | |
2025 | 32,895,900 | |
Total debt | $ 44,055,036 | $ 20,200,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Aug. 27, 2020 | Jul. 17, 2020 | Oct. 11, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 29, 2020 | Dec. 22, 2020 | Aug. 05, 2020 | Aug. 22, 2019 |
Loss on debt extinguishment | $ (169,219) | $ (350,691) | ||||||||
Proceeds from issuance of common stock under equity plans | 75,000 | 160,161 | ||||||||
Repayment of film acquisition advance | 1,550,864 | |||||||||
Total debt | 44,055,036 | 20,200,000 | ||||||||
Repayments of commercial loan | 2,500,000 | |||||||||
Revolving credit facility | ||||||||||
Original principal amount | $ 5,000,000 | |||||||||
Interest rate | 8.00% | |||||||||
Total debt | $ 2,500,000 | $ 5,000,000 | ||||||||
Repayments of commercial loan | $ 2,500,000 | |||||||||
Revolving Line of Credit | ||||||||||
Total debt | $ 3,500,000 | |||||||||
9.50% Notes Due 2025 July Notes [Member] | ||||||||||
Original principal amount | $ 21,000,000 | $ 1,100,000 | ||||||||
Interest rate | 9.50% | 9.50% | 9.50% | |||||||
Proceeds from issuance of common stock under equity plans | $ 20,995,000 | |||||||||
Payment of preferred stock issuance costs | 1,105,000 | |||||||||
Total debt | $ 32,895,900 | |||||||||
9.50% Notes Due 2025 December Notes [Member] | ||||||||||
Original principal amount | $ 1,408,150 | $ 9,387,750 | ||||||||
Interest rate | 9.50% | |||||||||
Stated principal per note | $ 25 | |||||||||
Discounted percentage | 2.00% | |||||||||
Offering price per note | $ 24.50 | |||||||||
Film Acquisition Advance [Member] | ||||||||||
Original principal amount | $ 10,210,000 | |||||||||
Interest rate | 10.00% | |||||||||
Long-term debt term | 2 years | |||||||||
Repayment of film acquisition advance | 1,550,864 | |||||||||
Total debt | 8,659,136 | |||||||||
Commercial Loan | ||||||||||
Original principal amount | $ 16,000,000 | |||||||||
Loss on debt extinguishment | $ 350,691 | |||||||||
Interest rate | 5.75% | |||||||||
Increase of interest rate | 6.25% | |||||||||
Total debt | $ 15,200,000 | |||||||||
Repayments of secured | 13,333,333 | |||||||||
Repayments of commercial loan | $ 13,333,333 | |||||||||
Term Loan | ||||||||||
Total debt | $ 5,000,000 | |||||||||
Common Class A | ||||||||||
Proceeds from issuance of common stock under equity plans | $ 5,899,623 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 12 Months Ended |
May 31, 2020USD ($) | Dec. 31, 2020USD ($)directorVote | |
Issuance of common stock | $ 5,899,623 | |
At The Market Offering [Member] | ||
Proceeds from sale of stock | 7,635,228 | |
Payments for commissions | $ 236,146 | |
Dividend percentage (as a percent) | 9.75% | |
Common Class A | ||
Common stock voting rights | one | |
Preferred stock number of votes | Vote | 0 | |
Number of members that may be added to the board of directors if preferred dividends in arrears for extended period | director | 2 | |
Period of consecutive or non-consecutive periods the dividends payable in arrears will allow for the addition of members to the board of directors by the holders of the Series A Preferred stock | 18 months | |
Common Class A | At The Market Offering [Member] | ||
Issuance of common stock | $ 48,741 | |
Common Class B | ||
Number of votes per share | Vote | 10 | |
Series A Preferred Stock | At The Market Offering [Member] | ||
Issuance of common stock | $ 11,564,076 | $ 300,360 |
Dividend percentage (as a percent) | 9.75% | |
Crackle Plus Entity [Member] | ||
Common ownership percent | 49.00% | |
Noncontrolling interests percent | 1.00% |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 4,859,440 |
Class of Warrant or Right, Exercised | (56,200) |
Class of Warrant or Right, Outstanding | 4,803,240 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.03 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 3 months 4 days |
Class W [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 678,822 |
Class of Warrant or Right, Exercised | (56,200) |
Class of Warrant or Right, Outstanding | 622,622 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.50 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 6 months |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 29,685 |
Class Z [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 180,618 |
Class of Warrant or Right, Outstanding | 180,618 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 6 months |
CSSE Class I [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 800,000 |
Class of Warrant or Right, Outstanding | 800,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8.13 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 4 months 13 days |
CSSE Class II [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 1,200,000 |
Class of Warrant or Right, Outstanding | 1,200,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 9.67 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 4 months 13 days |
CSSE Class III A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 380,000 |
Class of Warrant or Right, Outstanding | 380,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.61 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 4 months 13 days |
CSSE Class III B [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 1,620,000 |
Class of Warrant or Right, Outstanding | 1,620,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.61 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 4 months 13 days |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current provision (benefit): | ||
States | $ 99,000 | $ 133,000 |
Total current provision | 99,000 | 133,000 |
Deferred provision (benefit): | ||
Federal | 333,000 | |
States | 119,000 | |
Total deferred provision | 452,000 | |
Total provision for income taxes | $ 99,000 | $ 585,000 |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 10,428 | $ 9,680 |
Acquisition-related costs | 723 | 723 |
Film library and other intangibles | 11,968 | 3,769 |
Deferred state taxes | 39 | 34 |
Less: valuation allowance | (20,003) | (11,243) |
Total Deferred Tax Assets | 3,155 | 2,963 |
Deferred Tax Liabilities: | ||
Programming costs | 2,715 | 2,820 |
Other assets | 440 | 143 |
Total Deferred Tax Liabilities | 3,155 | 2,963 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected tax provision -- Income taxes computed at Federal statutory rate | $ (8,524,000) | $ (6,654,000) |
Increase (decrease) in tax expense resulting from: | ||
Gain on asset contribution | 782,000 | |
Crackle Amortization | 3,199,000 | 2,769,000 |
State and local taxes | 5,000 | 276,000 |
Programming costs | 701,000 | (41,000) |
Acquisition-related costs | 887,000 | |
Share-based compensation - long-term incentive plan | 248,000 | 286,000 |
Film library | 4,453,000 | 341,000 |
Amortization of debt discount | (125,000) | 348,000 |
Other | 8,000 | 28,000 |
Effect of valuation allowance related to prior year deferred tax asset | 134,000 | 1,563,000 |
Total provision for income taxes | $ 99,000 | $ 585,000 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net operating losses | $ 38,727,000 | |
Operating loss carryforwards with no expiration | $ 27,882,000 | |
Percentage of operating loss carryforwards offset on taxable income | 80.00% | |
Deferred tax asset valuation allowance | $ 8,760,000 | $ 10,524,000 |
Tax Year 2031 to 2037 | ||
Net operating losses | $ 10,845,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
License and marketing support fee expense | $ 3,317,848 | $ 2,768,195 | |
Due from affiliated companies | $ 5,648,652 | 7,642,432 | |
Management Agreement | |||
Related Party Transaction [Line Items] | |||
Agreement term | 5 years | ||
Agreement renewal term | 1 year | ||
Period prior to end of current term that notice must be received to terminate | 90 days | ||
CSS | Management Agreement | |||
Related Party Transaction [Line Items] | |||
Quarterly management fees as a percent of net revenue | 5.00% | ||
Management fee expense | $ 3,317,848 | $ 2,768,195 | |
CSS | License Agreement | |||
Related Party Transaction [Line Items] | |||
Incremental recurring license fee, as a percent of gross revenue | 4.00% | ||
Quarterly marketing fees as a percent of net revenue | 1.00% | ||
Landmark Studios Group | Management Agreement | |||
Related Party Transaction [Line Items] | |||
Quarterly management fees as a percent of net revenue | 5.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 13,005,632 |
2022 | 7,075,647 |
2023 | 1,262,186 |
2024 | 1,287,430 |
2025 | 1,313,178 |
2026 - 2031 | 8,052,953 |
Total minimum lease payments | $ 31,997,026 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long Term Commitment, Relief | $ 9,800,000 | |
Rent expense | 1,807,769 | $ 452,000 |
Programming obligations | 4,697,316 | 7,300,861 |
Content Acquisition, Licensing And Production [Member] | ||
Other Commitment | 12,535,651 | 5,066,512 |
content obligation | 25,849,529 | 17,387,973 |
Library acquisition | 8,616,562 | 5,020,600 |
Programming obligations | $ 4,697,316 | $ 7,300,861 |
Segment and Geographic Inform_2
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Number of reportable segments | 1 |
UNITED STATES | |
Percent of consolidated long-lived assets | 100.00% |
Sales Revenue, Net [Member] | UNITED STATES | |
Concentration risk percentage | 99.00% |
Client Concentration (Details)
Client Concentration (Details) - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||
Concentration Risk, Percentage | 13.00% | 11.00% |
Customer B [Member] | ||
Concentration Risk, Percentage | 9.00% | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 04, 2021 | Jan. 20, 2021 | Jan. 13, 2021 | Oct. 11, 2019 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Repayments of Lines of Credit | $ 2,500,000 | ||||
Revolving credit facility | |||||
Subsequent Event [Line Items] | |||||
Repayments of Lines of Credit | $ 2,500,000 | ||||
Crackle Plus Entity [Member] | |||||
Subsequent Event [Line Items] | |||||
Ownership interest (as a percent) | 49.00% | ||||
Subsequent Event [Member] | Revolving credit facility | |||||
Subsequent Event [Line Items] | |||||
Repayments of Lines of Credit | $ 2,957,222 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 1,022,727 | ||||
Common stock at a price | $ 22 | ||||
Gross proceeds | $ 22,499,994 | ||||
Subsequent Event [Member] | Crackle Plus Entity [Member] | |||||
Subsequent Event [Line Items] | |||||
Ownership interest (as a percent) | 100.00% | ||||
Subsequent Event [Member] | Series A Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 1,600,000 |