Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | Chicken Soup for the Soul Entertainment, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001679063 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Amendment Flag | false | |
Common Class A And Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,986,327 | |
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 | 6,331,821 | |
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 24,569,875 | $ 14,732,726 |
Accounts receivable, net of allowance for doubtful accounts of $821,070, and $1,035,643, respectively | 26,854,738 | 25,996,947 |
Prepaid expenses and other current assets | 1,612,155 | 1,382,502 |
Goodwill | 21,448,106 | 21,448,106 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Intangible assets, net | 18,165,038 | 19,370,490 |
Film library, net | 38,709,850 | 35,239,135 |
Due from affiliated companies | 4,389,378 | 5,648,652 |
Programming costs and rights, net | 13,841,702 | 15,781,183 |
Other assets, net | 4,476,459 | 4,517,102 |
Total assets | 166,231,244 | 156,280,786 |
LIABILITIES AND EQUITY | ||
9.50% Notes due 2025, net of deferred issuance costs of $1,699,544 and $1,798,433, respectively | 31,196,356 | 31,097,467 |
Notes payable under revolving credit facility | 0 | 2,500,000 |
Film acquisition advance | 6,195,174 | 8,659,136 |
Accounts payable and accrued expenses | 20,884,463 | 21,394,957 |
Film library acquisition obligations | 14,854,918 | 8,616,562 |
Programming obligations | 2,804,125 | 4,697,316 |
Accrued participation costs | 7,529,515 | 12,535,651 |
Other liabilities | 2,767,892 | 1,677,906 |
Total liabilities | 86,232,443 | 91,178,995 |
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; 3,698,318 and 2,098,318 shares issued and outstanding, respectively; redemption value of $92,457,950 and $52,457,950, respectively | 370 | 210 |
Additional paid-in capital | 166,865,655 | 106,425,548 |
Deficit | (86,235,901) | (77,247,982) |
Class A common stock held in treasury, at cost (74,235 shares) | (632,729) | (632,729) |
Total stockholders’ equity | 79,998,801 | 28,546,329 |
Subsidiary convertible preferred stock | 0 | 36,350,000 |
Noncontrolling interests | 0 | 205,462 |
Total equity | 79,998,801 | 65,101,791 |
Total liabilities and equity | 166,231,244 | 156,280,786 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock value | 640 | 516 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock value | $ 766 | $ 766 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable | $ 821,070 | $ 1,035,643 |
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 | 3,698,318 | 2,098,318 |
Preferred Stock, Shares Outstanding | 3,698,318 | 2,098,318 |
Preferred Stock, Redemption Amount | $ 92,457,950 | $ 52,457,950 |
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 | 6,400,766 | 5,157,053 |
Common Stock, Shares, Outstanding | 6,326,531 | 5,082,818 |
Treasury Stock, Common, Shares | 74,235 | 74,235 |
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 | 7,654,506 |
Common Stock, Shares, Outstanding | 7,654,506 | 7,654,506 |
9.50% Notes Due 2025 July Notes [Member] | ||
Deferred Costs | $ 1,699,544 | $ 1,798,433 |
Interest rate | 9.50% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Net revenue | $ 23,196,842 | $ 13,244,073 |
Cost of revenue | 16,242,934 | 9,910,390 |
Gross profit | 6,953,908 | 3,333,683 |
Operating expenses: | ||
Selling, general and administrative | 9,234,819 | 6,839,897 |
Amortization and depreciation | 1,238,027 | 5,204,728 |
Management and license fees | 2,319,684 | 1,324,407 |
Total operating expenses | 12,792,530 | 13,369,032 |
Operating loss | (5,838,622) | (10,035,349) |
Interest expense | 1,087,944 | 329,125 |
Acquisition-related costs | 98,926 | |
Other non-operating income, net | (570) | (6,438) |
Loss before income taxes and preferred dividends | (6,925,996) | (10,456,962) |
Provision for income taxes | 14,000 | 49,000 |
Net loss before noncontrolling interests and preferred dividends | (6,939,996) | (10,505,962) |
Net loss attributable to noncontrolling interests | (52,854) | |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (6,939,996) | (10,453,108) |
Less: preferred dividends | 2,253,385 | 974,272 |
Net loss available to common stockholders | $ (9,193,381) | $ (11,427,380) |
Net loss per common share: | ||
Basic and diluted | $ (0.67) | $ (0.95) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 13,635,759 | 12,004,598 |
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, 2019 | $ 425 | $ 782 | $ 160 | $ 87,610,030 | $ (32,695,629) | $ (632,729) | $ 36,350,000 | $ 387,663 | $ 91,020,702 |
Balance (in shares) at Dec. 31, 2019 | 4,259,920 | 7,813,938 | 1,599,002 | ||||||
Share based compensation - stock options | 213,585 | 213,585 | |||||||
Share based compensation - common stock | 31,250 | 31,250 | |||||||
Shares issued to directors | $ 1 | (1) | |||||||
Shares issued to directors (in shares) | 7,805 | ||||||||
Dividends | (974,272) | (974,272) | |||||||
Net income loss attributable to noncontrolling interest | (52,854) | (52,854) | |||||||
Net loss | (10,453,108) | (10,453,108) | |||||||
Balance at Mar. 31, 2020 | $ 426 | $ 782 | $ 160 | 87,854,864 | (44,123,009) | (632,729) | 36,350,000 | 334,809 | 79,785,303 |
Balance (in shares) at Mar. 31, 2020 | 4,267,725 | 7,813,938 | 1,599,002 | ||||||
Balance at Dec. 31, 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 | ||||||
Share based compensation - stock options | 200,594 | 200,594 | |||||||
Share based compensation - common stock | 31,250 | 31,250 | |||||||
Issuance of common stock | $ 112 | 23,858,435 | 23,858,547 | ||||||
Issuance of common stock (in shares) | 1,122,727 | ||||||||
Stock options exercised | $ (8) | 8 | |||||||
Stock options exercised (in shares) | 77,415 | ||||||||
Warrant exercises - Class W and Z | $ 4 | (4) | |||||||
Warrant exercises - Class W and Z (in shares) | 43,571 | ||||||||
Issuance of Preferred stock | $ 160 | 36,349,840 | (36,350,000) | ||||||
Issuance of Preferred stock (in shares) | 1,600,000 | ||||||||
Dividends on preferred stock | (2,253,385) | (2,253,385) | |||||||
Elimination of noncontrolling interests | 205,462 | (205,462) | |||||||
Net loss | (6,939,996) | (6,939,996) | |||||||
Balance at Mar. 31, 2021 | $ 640 | $ 766 | $ 370 | $ 166,865,655 | $ (86,235,901) | $ (632,729) | $ 0 | $ 0 | $ 79,998,801 |
Balance (in shares) at Mar. 31, 2021 | 6,400,766 | 7,654,506 | 3,698,318 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from Operating Activities: | ||
Net loss | $ (6,939,996) | $ (10,505,962) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 231,844 | 244,835 |
Programming amortization and impairment | 2,230,612 | 110,629 |
Amortization of deferred financing costs | 98,889 | 10,152 |
Amortization and depreciation of intangibles, property and equipment | 1,621,360 | 5,204,728 |
Film library amortization and impairment | 6,903,916 | 2,441,081 |
Bad debt and video return expense | 694,212 | 1,721,595 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (1,552,003) | 7,921,601 |
Prepaid expenses and other assets | (229,653) | (48,883) |
Programming costs and rights | (291,131) | (1,144,463) |
Film library | (10,374,631) | (6,553,534) |
Accounts payable, accrued expenses and other payables | (1,087,368) | (207,552) |
Film library acquisition and programming obligations | 4,345,165 | 1,888,500 |
Accrued participation costs | (5,006,136) | 794,876 |
Other liabilities | 1,089,986 | 59,740 |
Net cash used in operating activities | (8,264,934) | 1,937,343 |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (123,351) | (340,586) |
Decrease (increase) in due from affiliated companies, net | 1,259,274 | 851,452 |
Net cash used in investing activities | 1,135,923 | 510,866 |
Cash flows from Financing Activities: | ||
Repayments of commercial loan | 0 | (800,000) |
Repayments of revolving credit facility | (2,500,000) | 0 |
Repayment of film acquisition advance | (2,463,962) | 0 |
Dividends paid to common stockholders | (1,928,425) | (974,272) |
Net cash provided by financing activities | 16,966,160 | (1,774,272) |
Net increase (decrease) in cash and cash equivalents | 9,837,149 | 673,937 |
Cash and cash equivalents at beginning of period | 14,732,726 | 6,447,402 |
Cash and cash equivalents at end of the period | 24,569,875 | 7,121,339 |
Supplemental data: | ||
Cash paid for interest | 1,470,015 | 217,222 |
Non-cash investing activities: | ||
Property and equipment in accounts payable and accrued expenses | $ 251,914 | $ 0 |
Non-cash financing activities: | ||
Preferred stock issued for Crackle Plus acquisition | 40,000,000 | 0 |
Common Class A | ||
Cash flows from Financing Activities: | ||
Proceeds from issuance of common stock under equity plans | $ 23,858,547 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Mar. 31, 2021 | Jul. 17, 2020 |
9.50% Notes Due 2025 July Notes [Member] | ||
Interest rate | 9.50% | 9.50% |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 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. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed consolidated financial statements of Chicken Soup for the Soul Entertainment, Inc. have been prepared in conformity with accounting principles generally accepted in the United States and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, estimated film ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for income taxes and amortization of programming and film library costs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments and estimates. Actual results may differ from these estimates. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recently adopted accounting pronouncements 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 (fiscal year 2021 for the Company). The new guidance was applied on a prospective basis. The Company adopted ASU 2019-02 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed 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 (fiscal year 2021 for the Company). The Company adopted ASU 2018-18 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed 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 (fiscal year 2021 for the Company). The Company adopted ASU 2018-15 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards 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 (fiscal year 2023 for the Company). 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 $15,200,000, respectively, as of March 31, 2021. The Company does not expect adoption to have any material impact on its results from operations and financial condition. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition Revenue from contracts with customers is recognized as an unsatisfied performance obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control as we satisfy contractual performance obligations at a point in time or over time. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms, the distribution of film content and production of episodic television series. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are valued at a fixed price at inception and do not include any variable consideration or financing components in our normal course of business. Sales tax, value added tax, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue. The following tables disaggregate our revenue by source: Three Months Ended March 31, % of 2021 % of revenue 2020 revenue Revenue: VOD and streaming $ 13,890,949 % $ 11,211,219 % Licensing and other 9,305,893 % 2,032,854 % Net revenue $ 23,196,842 100 % $ 13,244,073 100 % VOD and streaming VOD and streaming revenue included in this revenue source is generated as the Company distributes and exhibits VOD content through the Crackle Plus network directly to consumers across all digital platforms, such as connected TV’s, smartphones, tablets, gaming consoles and the web through our owned and operated AVOD networks. In addition this revenue source includes, transactional video on demand (TVOD) sales, cable tv and barter syndication generated revenues. We generate VOD and streaming revenues primarily by serving video advertisements to our streaming viewers on our VOD networks and direct to consumer sales on TVOD platforms. Revenue from VOD and streaming are recorded over time as advertisements are delivered and when monthly activity is reported by VOD partners. Licensing and other Licensing and other revenue included in this revenue source is generated as the Company licenses movies and television series worldwide, through Screen Media Ventures, through license agreements across channels, including theatrical and home video. 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. Revenue from the Licensing and production of movies, television series and programs and short-form video content is recognized when or as the Company transfers control of the contracted asset to the customer. The transfer of control is represented by the Company’s delivery of the contracted asset (or the Company otherwise makes available unconditionally) to the customer and the license period during which the customer is able to benefit from its right to access or its right to use the asset 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 contract asset before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the asset, being primary obligor 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 asset in the form of content or ad inventory. No impairment losses have arisen from any Company contracts with customers during the three months ended March 31, 2021 and 2020. Performance obligations The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have either a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in the contract. In cases where estimates are needed to allocate the transaction price, we use historical experience and projections based on currently available information. Contract balances Contract balances include the following: March 31, December 31, 2021 2020 Accounts receivable, net $ 14,605,769 $ 14,588,684 Contract assets (included in accounts receivable) 12,248,969 11,408,263 Total accounts receivable, net $ 26,854,738 $ 25,996,947 Deferred revenue (included in other liabilities) $ 1,352,515 $ 590,624 Contract assets are primarily comprised of unbilled receivables that are generally paid over time in accordance with the terms of our contracts with customers and are transferred to accounts receivable when the timing and right to payment becomes unconditional. Contract liabilities or deferred revenues relate to advance consideration received from customers under the terms of our contractual arrangements 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 goods 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 contractually paid over a period of time that may extend past one year at a variable rate of payment – based on sales and collections made by the customer from third parties. 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 arrangements requiring financing treatment have been identified. The Company records deferred revenue (also referred to as contract liabilities under Topic 606) when cash payments are received 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 when the related performance obligations are satisfied. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the three months ended March 31, 2021. Arrangements with multiple performance obligations In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 5 – Share-Based Compensation Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to 1,250,000 common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan. The Company recognizes stock options granted under the Plan at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended March 31, 2021 and 2020, the Company recognized $200,594 and $213,585, respectively, of non-cash share-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock options activity as of March 31, 2021 is as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Outstanding at December 31, 2020 1,131,250 $ 8.13 2.66 $ 13,417,900 Granted — — Forfeited (6,250) 9.51 Exercised (a) (100,000) 6.50 Expired — — Outstanding at March 31, 2021 1,025,000 $ 8.28 2.18 $ 16,175,150 Vested and exercisable at March 31, 2021 819,170 $ 7.89 1.85 $ 13,242,811 (a) ) During the three months ended March 31, 2021, 100,000 stock options were exercised and converted to 77,415 shares of Class A Common Stock via the cashless exercise option. As of March 31, 2021 the Company had unrecognized pre-tax compensation expense of $973,932 related to non-vested stock options under the Plan of which $592,606, $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: Three Months Ended March 31, Weighted Average Assumptions: 2021 2020 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.04 % 2.22 % Exercise price per stock option $ 8.28 $ 7.73 Market price per share $ 7.90 $ 7.27 Weighted average fair value per stock option $ 3.82 $ 3.51 The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. The Company also awards common stock under the Plan to directors, employees and third-party consultants that provide services to the Company. The value is based on the market price of the stock on the date granted and amortized over the vesting period. For the three months ended March 31, 2021 and 2020, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $31,250, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 6 - 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 anti-dilutive. A net loss available to common stockholders causes all potentially dilutive securities to be anti-dilutive. Basic and diluted loss per share are computed as follows: Three Months Ended March 31, 2021 2020 Net loss available to common stockholders $ (9,193,381) $ (11,427,380) Basic weighted-average common shares outstanding 13,635,759 12,004,598 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 13,635,759 12,004,598 Basic and diluted loss per share $ (0.67) $ (0.95) Anti-dilutive stock options and warrants 3,571,946 101,894 |
Programming Costs
Programming Costs | 3 Months Ended |
Mar. 31, 2021 | |
Entertainment [Abstract] | |
Programming Costs | Note 7 – Programming Costs Programming costs and rights, consists of the following: March 31, December 31, 2021 2020 Programming costs released $ 22,986,486 $ 22,986,486 In production 469,948 — In development 4,460,352 4,639,169 Accumulated amortization (a) (14,504,509) (12,298,648) Programming costs, net 13,412,277 15,327,007 Programming rights 1,209,362 1,209,362 Accumulated amortization (779,937) (755,186) Programming rights, net 429,425 454,176 Programming costs and rights, net $ 13,841,702 $ 15,781,183 (a) As of March 31,2021 and December 31, 2020, accumulated amortization includes impairment expense of $0 and $2,213,032 , respectively . 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 direct production overhead. 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 of programming costs related to episodic television programs and programming rights related to licensed content is as follows: Three Months Ended March 31, 2021 2020 Programming costs $ 2,205,861 $ 56,878 Programming rights 24,751 53,751 Total programming amortization expense $ 2,230,612 $ 110,629 During the three months ended March 31, 2021 and 2020, the Company did not record any impairments related to programming costs. |
Film Library
Film Library | 3 Months Ended |
Mar. 31, 2021 | |
Film Costs [Abstract] | |
Film Library | Note 8 – Film Library Film library costs, net of amortization, consists of the following: March 31, December 31, 2021 2020 Film library acquisition costs $ 88,704,725 $ 78,330,094 Accumulated amortization (a) (49,994,875) (43,090,959) Net film library costs $ 38,709,850 $ 35,239,135 (a) As of March 31, 2021 and December 31, 2020, accumulated amortization includes impairment expense of $0 and $1,760,846, respectively. 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 of film library costs is as follows: Three Months Ended March 31, 2021 2020 Film library amortization expense $ 6,903,916 $ 2,441,081 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9 - Intangible Assets Indefinite lived intangible assets, consists of the following: March 31, December 31, 2021 2020 Intangible asset - video content license $ 5,000,000 $ 5,000,000 Popcornflix film rights and other assets 7,163,943 7,163,943 Total $ 12,163,943 $ 12,163,943 Intangible assets, net, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount March 31, 2021: Acquired customer base $ 2,290,241 $ 1,202,377 $ 1,087,864 Non-compete agreement 530,169 496,337 33,832 Website development 389,266 259,510 129,756 Crackle Plus content rights 1,708,270 1,067,669 640,601 Crackle brand value 18,807,004 5,037,591 13,769,413 Crackle Plus partner agreements 4,005,714 1,502,142 2,503,572 Total $ 27,730,664 $ 9,565,626 $ 18,165,038 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 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 $ 27,730,664 $ 8,360,174 $ 19,370,490 Amortization expense was $1,205,452 and $5,179,447 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 amortization expense for the next 5 years is expected be: Remainder of 2021 $ 3,550,084 2022 4,159,440 2023 3,774,138 2024 2,987,143 2025 2,686,715 Thereafter 1,007,518 Total $ 18,165,038 Goodwill consists of the following: March 31, December 31, 2021 2020 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 Total $ 21,448,106 $ 21,448,106 There was no impairment recorded related to goodwill and intangible assets in the three months ended March 31, 2021 and 2020, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 – Debt 9.50% Notes Due 2025 On July 17, 2020, the Company completed The sale of the Notes resulted in net proceeds of approximately $20,995,000 after deducting underwriting discounts and commissions of approximately $1,105,000. 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”) 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 three months ended March 31, 2021, the Company repaid $2,463,962 of the principal outstanding under the Film Acquisition Advance. 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 was repayable in full on October 11, 2021. On March 3, 2021, the Company repaid the remaining outstanding principal of $2,500,000 and terminated the Revolving Credit Facility. Long-term debt for the periods presented was as follows: March 31, December 31, 2021 2020 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving Credit Facility — 2,500,000 Film Acquisition Advance 6,195,174 8,659,136 Total debt 39,091,074 44,055,036 Less: debt issuance costs 1,699,544 1,798,433 Less: current portion — 2,500,000 Total long-term debt $ 37,391,530 $ 39,756,603 As of March 31, 2021, the expected aggregate maturities of debt for each of the next five years are as follows: Remainder of 2021 $ — 2022 6,195,174 2023 — 2024 — 2025 32,895,900 $ 39,091,074 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company’s current and deferred income tax provision are as follows: Three Months Ended March 31, 2021 2020 Current provision: States $ 14,000 $ 49,000 Total current provision 14,000 49,000 Deferred provision: Federal — States — Total deferred provision — — Total provision for income taxes $ 14,000 $ 49,000 Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: March 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 11,720,000 $ 10,428,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 11,515,000 11,968,000 Deferred state taxes 39,000 39,000 Less: valuation allowance (21,299,000) (20,003,000) Total deferred tax assets 2,698,000 3,155,000 Deferred tax liabilities: Programming costs 2,165,000 2,715,000 Other assets 533,000 440,000 Total deferred tax liabilities 2,698,000 3,155,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $43,530,000, $10,843,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $32,687,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company. Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Additionally, the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The deferred tax asset valuation allowance increased by $1,296,000 and $2,305,000 during the three months ended March 31, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions At March 31, 2021 and December 31, 2020, the Company is owed $4,389,378 and $5,648,652, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances. For the three months ended March 31, 2021 and 2020, the Company recorded management and license fees of $2,319,684 and $1,324,407, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 - Commitments and Contingencies Operating Leases The Company is obligated under non-cancellable lease agreements for certain facilities and services, which frequently include renewal options and escalation clauses. For leases that contain predetermined fixed escalations, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and amounts payable under the lease as lease obligations. Lease obligations due within one year are included in accounts payable and accrued expenses on our condensed consolidated balance sheets. These leases expire at various points through 2031. Rent expense related to these leases was $499,711 and $480,301 for the three months ended March 31, 2021 and 2020, 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 condensed consolidated balance sheet. As of March 31, 2021, the Company had $25,188,558 of content obligations, comprised of $14,854,918 in film library acquisition obligations, $2,804,125 of programming obligations and $7,529,515 of accrued participation costs. 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. 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 March 31, 2021 were as follows: Remainder of 2021 $ 9,682,351 2022 6,514,647 2023 1,262,186 2024 1,287,430 2025 1,313,178 2026 - 2031 8,052,953 Total minimum lease and content payments $ 28,112,745 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 14 – Stockholders’ Equity Subsidiary Convertible Preferred Stock The subsidiary convertible preferred stock represented 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 had 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. 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. 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 Crackle Plus. Warrants Warrant activity as of March 31, 2021 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2020 Exercised (a) at March 31, 2021 Price Term (Yrs.) Class W 622,622 (57,000) 565,622 $ 7.50 2.25 Class Z 180,618 (168) 180,450 12.00 3.25 CSSE Class I 800,000 — 800,000 8.13 3.12 CSSE Class II 1,200,000 — 1,200,000 9.67 3.12 CSSE Class III-A 380,000 — 380,000 11.61 3.12 CSSE Class III-B 1,620,000 — 1,620,000 11.61 3.12 Total 4,803,240 (57,168) 4,746,072 $ 10.06 3.02 (a) During the three months ended March 31, 2021, 57,168 warrants were exercised and converted to 43,571 shares of Class A Common Stock via the cashless exercise option. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 15 – Segment Reporting and Geographic Information The Company’s reportable segment has been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. We have a presence in over 56 countries and territories worldwide and intend to continue to sell our video content internationally. Net revenue generated in the United States accounted for approximately 99% of total net revenue for the three months ended March 31, 2021 and 2020, respectively. Remaining net revenue was generated in the rest of the world. Long-lived assets are 100% based in the United States. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events On April 8, 2021, Chicken Soup for the Soul Entertainment, Inc. (“Company”), a Delaware corporation, entered into an asset purchase agreement (“Agreement”) by and among the Company, Halcyon Television LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Halcyon”), and with respect to certain provisions, Parkside Entertainment Inc., a Canadian company (“Parkside” and, collectively with the Company and Halcyon, the “CSSE Buyer”), on the one hand, and Sonar Entertainment Inc. (“SEI”) and the direct and indirect subsidiaries of SEI identified in the Agreement (collectively, “Sonar”), on the other hand. Pursuant to the Agreement, CSSE Buyer shall purchase the principal assets of Sonar, including all of Sonar’s existing video content libraries, development slates, licenses and distribution contracts, copyrights, trademarks, and accounts receivable (the “Purchased Assets”). The CSSE Buyer will not acquire certain excluded assets of Sonar, including certain claims and actions, insurance policies, employment agreement, and cash, and will assume only the obligations of Sonar that relate to the ownership and operation of the Purchased Assets on and after the closing. In consideration for the sset purchase, the CSSE Buyer will pay to Sonar an initial cash purchase price of $19.5 million (subject to a holdback based on the amount of borrowing availability under Sonar’s existing credit facility) plus the assumption of certain liabilities. Sonar will halso have the right to additional cash payments based on the performance of the acquired assets. During the 18-month period following the closing of the transactions, CSSE Buyer shall have the right to buy out all future entitlements (i.e., additional purchase price and other entitlements not yet due and payable to Sonar as of the date of such notice) in exchange for a one-time payment to Sonar of approximately $11.5 million. Additionally, CSSE Buyer will also cause CSS AVOD Inc., a newly formed subsidiary of Crackle Plus, LLC, to issue shares of common stock representing 5% of the after-issued equity of CSS AVOD to Sonar or its designees (“CSS AVOD Shares”). At any time during the three-year period immediately following the date that is eighteen (18) months following the closing of the transactions, Sonar shall have the right upon 60 days’ prior written notice to require CSSE to purchase the CSS AVOD Shares for a to be determined price. Sonar’s television and film library will be distributed by the Company through its Screen Media subsidiary after closing. The library has more than 4000 hours of programming and is comprised of more than 370 television series ranging from iconic properties such as Little Rascals and Laurel & Hardy, to Blondie and Lonesome Dove. Sonar’s film library includes hundreds of films that originally aired on the Hallmark and Lifetime networks. Sonar exploits its library content through more than 300 licensees in 125 markets worldwide, including the US, UK, and Canada. The transactions contemplated by the Agreement are expected to close in the second quarter of 2021. The consummation of the transactions contemplated by the Agreement is subject to customary closing conditions, including receipt of required consent from certain third parties and other transactional processes. In the event one or more required consents have not been obtained, then CSSE Buyer and Sonar may mutually agree to effectuate the sale of the Purchased Assets via a sale pursuant to Section 363 of the U.S. Bankruptcy Code, with CSSE Buyer serving as the stalking horse bidder. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, % of 2021 % of revenue 2020 revenue Revenue: VOD and streaming $ 13,890,949 % $ 11,211,219 % Licensing and other 9,305,893 % 2,032,854 % Net revenue $ 23,196,842 100 % $ 13,244,073 100 % |
Contract with Customer, Asset and Liability [Table Text Block] | March 31, December 31, 2021 2020 Accounts receivable, net $ 14,605,769 $ 14,588,684 Contract assets (included in accounts receivable) 12,248,969 11,408,263 Total accounts receivable, net $ 26,854,738 $ 25,996,947 Deferred revenue (included in other liabilities) $ 1,352,515 $ 590,624 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 1,131,250 $ 8.13 2.66 $ 13,417,900 Granted — — Forfeited (6,250) 9.51 Exercised (a) (100,000) 6.50 Expired — — Outstanding at March 31, 2021 1,025,000 $ 8.28 2.18 $ 16,175,150 Vested and exercisable at March 31, 2021 819,170 $ 7.89 1.85 $ 13,242,811 (a) ) During the three months ended March 31, 2021, 100,000 stock options were exercised and converted to 77,415 shares of Class A Common Stock via the cashless exercise option. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31, Weighted Average Assumptions: 2021 2020 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 56.1 % 56.1 % Expected term (years) 5 5 Risk-free interest rate 2.04 % 2.22 % Exercise price per stock option $ 8.28 $ 7.73 Market price per share $ 7.90 $ 7.27 Weighted average fair value per stock option $ 3.82 $ 3.51 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended March 31, 2021 2020 Net loss available to common stockholders $ (9,193,381) $ (11,427,380) Basic weighted-average common shares outstanding 13,635,759 12,004,598 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 13,635,759 12,004,598 Basic and diluted loss per share $ (0.67) $ (0.95) Anti-dilutive stock options and warrants 3,571,946 101,894 |
Programming Costs (Tables)
Programming Costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Entertainment [Abstract] | |
Schedule of programming costs, net of amortization | March 31, December 31, 2021 2020 Programming costs released $ 22,986,486 $ 22,986,486 In production 469,948 — In development 4,460,352 4,639,169 Accumulated amortization (a) (14,504,509) (12,298,648) Programming costs, net 13,412,277 15,327,007 Programming rights 1,209,362 1,209,362 Accumulated amortization (779,937) (755,186) Programming rights, net 429,425 454,176 Programming costs and rights, net $ 13,841,702 $ 15,781,183 (a) As of March 31,2021 and December 31, 2020, accumulated amortization includes impairment expense of $0 and $2,213,032 , respectively |
Schedule of programming costs amortization | Three Months Ended March 31, 2021 2020 Programming costs $ 2,205,861 $ 56,878 Programming rights 24,751 53,751 Total programming amortization expense $ 2,230,612 $ 110,629 |
Film Library (Tables)
Film Library (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Film Costs [Abstract] | |
Schedule of film library costs | March 31, December 31, 2021 2020 Film library acquisition costs $ 88,704,725 $ 78,330,094 Accumulated amortization (a) (49,994,875) (43,090,959) Net film library costs $ 38,709,850 $ 35,239,135 (a) As of March 31, 2021 and December 31, 2020, accumulated amortization includes impairment expense of $0 and $1,760,846, respectively. |
Schedule of film library amortization expense | Three Months Ended March 31, 2021 2020 Film library amortization expense $ 6,903,916 $ 2,441,081 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | March 31, December 31, 2021 2020 Intangible asset - video content license $ 5,000,000 $ 5,000,000 Popcornflix film rights and other assets 7,163,943 7,163,943 Total $ 12,163,943 $ 12,163,943 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Net Carrying Accumulated Carrying Amount Amortization Amount March 31, 2021: Acquired customer base $ 2,290,241 $ 1,202,377 $ 1,087,864 Non-compete agreement 530,169 496,337 33,832 Website development 389,266 259,510 129,756 Crackle Plus content rights 1,708,270 1,067,669 640,601 Crackle brand value 18,807,004 5,037,591 13,769,413 Crackle Plus partner agreements 4,005,714 1,502,142 2,503,572 Total $ 27,730,664 $ 9,565,626 $ 18,165,038 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 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 $ 27,730,664 $ 8,360,174 $ 19,370,490 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of 2021 $ 3,550,084 2022 4,159,440 2023 3,774,138 2024 2,987,143 2025 2,686,715 Thereafter 1,007,518 Total $ 18,165,038 |
Schedule of Goodwill [Table Text Block] | March 31, December 31, 2021 2020 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 Total $ 21,448,106 $ 21,448,106 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, December 31, 2021 2020 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving Credit Facility — 2,500,000 Film Acquisition Advance 6,195,174 8,659,136 Total debt 39,091,074 44,055,036 Less: debt issuance costs 1,699,544 1,798,433 Less: current portion — 2,500,000 Total long-term debt $ 37,391,530 $ 39,756,603 |
Schedule of aggregate maturities of long-term debt | Remainder of 2021 $ — 2022 6,195,174 2023 — 2024 — 2025 32,895,900 $ 39,091,074 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended March 31, 2021 2020 Current provision: States $ 14,000 $ 49,000 Total current provision 14,000 49,000 Deferred provision: Federal — States — Total deferred provision — — Total provision for income taxes $ 14,000 $ 49,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | March 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 11,720,000 $ 10,428,000 Acquisition-related costs 723,000 723,000 Film library and other intangibles 11,515,000 11,968,000 Deferred state taxes 39,000 39,000 Less: valuation allowance (21,299,000) (20,003,000) Total deferred tax assets 2,698,000 3,155,000 Deferred tax liabilities: Programming costs 2,165,000 2,715,000 Other assets 533,000 440,000 Total deferred tax liabilities 2,698,000 3,155,000 Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | Remainder of 2021 $ 9,682,351 2022 6,514,647 2023 1,262,186 2024 1,287,430 2025 1,313,178 2026 - 2031 8,052,953 Total minimum lease and content payments $ 28,112,745 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrant Activity | Warrant activity as of March 31, 2021 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2020 Exercised (a) at March 31, 2021 Price Term (Yrs.) Class W 622,622 (57,000) 565,622 $ 7.50 2.25 Class Z 180,618 (168) 180,450 12.00 3.25 CSSE Class I 800,000 — 800,000 8.13 3.12 CSSE Class II 1,200,000 — 1,200,000 9.67 3.12 CSSE Class III-A 380,000 — 380,000 11.61 3.12 CSSE Class III-B 1,620,000 — 1,620,000 11.61 3.12 Total 4,803,240 (57,168) 4,746,072 $ 10.06 3.02 (a) During the three months ended March 31, 2021, 57,168 warrants were exercised and converted to 43,571 shares of Class A Common Stock via the cashless exercise option. |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended |
Mar. 31, 2021segmentcountry | |
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 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 [Member] | Mar. 31, 2021USD ($) |
Right-of-use lease asset | $ 15,200,000 |
Lease liability | $ 15,200,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 23,196,842 | $ 13,244,073 |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 23,196,842 | $ 13,244,073 |
Revenue | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 100.00% | 100.00% |
Online networks | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 13,890,949 | $ 11,211,219 |
Online networks | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 60.00% | 85.00% |
Distribution and Production | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 9,305,893 | $ 2,032,854 |
Distribution and Production | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 40.00% | 15.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable, net | $ 14,605,769 | $ 14,588,684 |
Contract Assets | 12,248,969 | 11,408,263 |
Total accounts receivable, net | 26,854,738 | 25,996,947 |
Contract Liabilities | $ 1,352,515 | $ 590,624 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)series | Mar. 31, 2020USD ($) | |
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 | series | 1,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options, Total outstanding at the beginning of the period | 1,131,250 | |
Number of Stock Options, Options forfeited | (6,250) | |
Number of Stock Options, Options exercised | (100,000) | |
Number of Stock Options, Total outstanding at the end of the period | 1,025,000 | 1,131,250 |
Number of Stock Options, Total exercisable at March 31, 2020 | 819,170 | |
Weighted Average Exercise Price, Beginning of period | $ 8.13 | |
Weighted Average Exercise Price, Forfeited | 9.51 | |
Weighted Average Exercise Price, Exercised | 6.50 | |
Weighted Average Exercise Price, End of period | 8.28 | $ 8.13 |
Weighted Average Exercise Price, Vested and Exercisable | $ 7.89 | |
Weighted Average Remaining Contract Term, Total outstanding | 2 years 2 months 5 days | 2 years 7 months 28 days |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 1 year 10 months 6 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 13,417,900 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 16,175,150 | $ 13,417,900 |
Aggregate Intrinsic Value, Vested and Exercisable at March 31, 2020 | $ 13,242,811 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 56.10% | 56.10% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 2.04% | 2.22% |
Exercise price per stock option | $ 8.28 | $ 7.73 |
Market price per share | 7.90 | 7.27 |
Weighted average fair value per stock option | $ 3.82 | $ 3.51 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | 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 | $ 973,932 | ||||||
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 | $ 592,606 | ||||
Straight-line [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | 200,594 | $ 213,585 | |||||
Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 31,250 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net loss available to common stockholders | $ (9,193,381) | $ (11,427,380) |
Basic weighted-average common shares outstanding | 13,635,759 | 12,004,598 |
Weighted-average diluted common shares outstanding | 13,635,759 | 12,004,598 |
Basic and diluted loss per share | $ (0.67) | $ (0.95) |
Stock Options And Warrants [Member] | ||
Dilutive effect of options and warrants | 3,571,946 | 101,894 |
Programming Costs (Details)
Programming Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Entertainment [Abstract] | ||
Programming costs released | $ 22,986,486 | $ 22,986,486 |
In production | 469,948 | |
In development | 4,460,352 | 4,639,169 |
Accumulated amortization | (14,504,509) | (12,298,648) |
Programming costs, net | 13,412,277 | 15,327,007 |
Programming rights | 1,209,362 | 1,209,362 |
Accumulated amortization | (779,937) | (755,186) |
Programming rights, net | 429,425 | 454,176 |
Programming costs and rights, net | 13,841,702 | 15,781,183 |
Programming costs impairment | $ 0 | $ 2,213,032 |
Programming Costs - Amortizatio
Programming Costs - Amortization - (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Entertainment [Abstract] | ||
Programming costs | $ 2,205,861 | $ 56,878 |
Programming rights | 24,751 | 53,751 |
Total programming amortization expense | $ 2,230,612 | $ 110,629 |
Film Library (Details)
Film Library (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Film Costs [Abstract] | ||
Film library acquisition costs | $ 88,704,725 | $ 78,330,094 |
Accumulated amortization | (49,994,875) | (43,090,959) |
Net film library costs | $ 38,709,850 | $ 35,239,135 |
Film Library- Amortization (Det
Film Library- Amortization (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Film Costs [Abstract] | ||
Film library amortization expense | $ 6,903,916 | $ 2,441,081 |
Intangible Assets - Indefinite
Intangible Assets - Indefinite lived Intangible assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Indefinite lived intangible assets | $ 12,163,943 | $ 12,163,943 |
Video content license | ||
Indefinite lived intangible assets | 5,000,000 | 5,000,000 |
Popcornflix film rights and other assets | ||
Indefinite lived intangible assets | $ 7,163,943 | $ 7,163,943 |
Intangible Assets - Finite-live
Intangible Assets - Finite-lived (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Gross Carrying Amount | $ 27,730,664 | $ 27,730,664 |
Accumulated Amortization | 9,565,626 | 8,360,174 |
Net Carrying Amount | 18,165,038 | 19,370,490 |
Acquired customer base | ||
Gross Carrying Amount | 2,290,241 | 2,290,241 |
Accumulated Amortization | 1,202,377 | 1,087,865 |
Net Carrying Amount | 1,087,864 | 1,202,376 |
Non-compete agreement | ||
Gross Carrying Amount | 530,169 | 530,169 |
Accumulated Amortization | 496,337 | 419,717 |
Net Carrying Amount | 33,832 | 110,452 |
Website Development | ||
Gross Carrying Amount | 389,266 | 389,266 |
Accumulated Amortization | 259,510 | 259,510 |
Net Carrying Amount | 129,756 | 129,756 |
Crackle Plus Content Rights | ||
Gross Carrying Amount | 1,708,270 | 1,708,270 |
Accumulated Amortization | 1,067,669 | 925,313 |
Net Carrying Amount | 640,601 | 782,957 |
Crackle Brand Value | ||
Gross Carrying Amount | 18,807,004 | 18,807,004 |
Accumulated Amortization | 5,037,591 | 4,365,912 |
Net Carrying Amount | 13,769,413 | 14,441,092 |
Crackle Plus Partner Agreement | ||
Gross Carrying Amount | 4,005,714 | 4,005,714 |
Accumulated Amortization | 1,502,142 | 1,301,857 |
Net Carrying Amount | $ 2,503,572 | $ 2,703,857 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 3,550,084 | |
2022 | 4,159,440 | |
2023 | 3,774,138 | |
2024 | 2,987,143 | |
2025 | 2,686,715 | |
Thereafter | 1,007,518 | |
Amortization expense | $ 18,165,038 | $ 19,370,490 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 21,448,106 | $ 21,448,106 |
Pivotshare Inc | ||
Goodwill | 1,300,319 | 1,300,319 |
A Plus | ||
Goodwill | 1,236,760 | 1,236,760 |
Crackle Plus | ||
Goodwill | $ 18,911,027 | $ 18,911,027 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,205,452 | $ 5,179,447 |
Goodwill and intangible asset impairment | $ 0 | $ 0 |
Debt - Schedule (Details)
Debt - Schedule (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total debt | $ 39,091,074 | $ 44,055,036 |
Less: debt issuance costs | 1,699,544 | 1,798,433 |
Less: current portion | 2,500,000 | |
Total long-term debt | 37,391,530 | 39,756,603 |
Revolving credit facility | ||
Total debt | 2,500,000 | |
9.50% Notes Due 2025 July Notes [Member] | ||
Total debt | 32,895,900 | 32,895,900 |
Film Acquisition Advance [Member] | ||
Total debt | $ 6,195,174 | $ 8,659,136 |
Debt - Future principal payment
Debt - Future principal payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 6,195,174 | |
2025 | 32,895,900 | |
Total debt | $ 39,091,074 | $ 44,055,036 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Mar. 03, 2021 | Aug. 27, 2020 | Jul. 23, 2020 | Jul. 17, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 22, 2020 | Aug. 05, 2020 | Oct. 11, 2019 |
Repayment of film acquisition advance | $ 2,463,962 | $ 0 | |||||||||
Total debt | 39,091,074 | $ 44,055,036 | |||||||||
Repayments of commercial loan | $ 2,500,000 | 0 | |||||||||
Revolving credit facility | |||||||||||
Original principal amount | $ 5,000,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Total debt | 2,500,000 | ||||||||||
Repayments of commercial loan | $ 2,500,000 | $ 2,500,000 | |||||||||
9.50% Notes Due 2025 July Notes [Member] | |||||||||||
Original principal amount | $ 21,000,000 | $ 1,100,000 | |||||||||
Interest rate | 9.50% | 9.50% | |||||||||
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 | 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 | 2,463,962 | ||||||||||
Total debt | 6,195,174 | $ 8,659,136 | |||||||||
Commercial Loan | |||||||||||
Repayments of commercial loan | $ 13,333,333 | ||||||||||
Common Class A | |||||||||||
Proceeds from issuance of common stock under equity plans | $ 23,858,547 | $ 0 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Current provision: | ||
States | $ 14,000 | $ 49,000 |
Total current provision | 14,000 | 49,000 |
Total provision for income taxes | $ 14,000 | $ 49,000 |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 11,720,000 | $ 10,428,000 |
Acquisition-related costs | 723,000 | 723,000 |
Film library and other intangibles | 11,515,000 | 11,968,000 |
Deferred state taxes | 39,000 | 39,000 |
Less: valuation allowance | (21,299,000) | (20,003,000) |
Total deferred tax assets | 2,698,000 | 3,155,000 |
Deferred Tax Liabilities: | ||
Programming costs | 2,165,000 | 2,715,000 |
Other assets | 533,000 | 440,000 |
Total deferred tax liabilities | 2,698,000 | 3,155,000 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating loss carryforward subject to expiration | $ 43,530,000 | |
Operating loss carryforwards not subject to expiration with limited annual deduction | $ 32,687,000 | |
Percentage of operating loss carryforwards offset on taxable income | 80.00% | |
Deferred tax asset valuation allowance | $ 1,296,000 | $ 2,305,000 |
Tax Year 2031 to 2037 | ||
Operating loss carryforward subject to expiration | $ 10,843,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Due from affiliated companies | $ 4,389,378 | $ 5,648,652 | |
CSS | Management Agreement | |||
Related Party Transaction [Line Items] | |||
Management fee expense | 2,319,684 | $ 1,324,407 | |
CSS | License Agreement | |||
Related Party Transaction [Line Items] | |||
License fee expense | $ 2,319,684 | $ 1,324,407 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 9,682,351 |
2022 | 6,514,647 |
2023 | 1,262,186 |
2024 | 1,287,430 |
2025 | 1,313,178 |
2026 - 2031 | 8,052,953 |
Total minimum lease payments | $ 28,112,745 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Rent expense | $ 499,711 | $ 480,301 | |
Programming obligations | 2,804,125 | $ 4,697,316 | |
Content Acquisition, Licensing And Production [Member] | |||
Other Commitment | 7,529,515 | 12,535,651 | |
content obligation | 25,188,558 | 25,849,529 | |
Library acquisition | 14,854,918 | 8,616,562 | |
Programming obligations | $ 2,804,125 | $ 4,697,316 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - shares | Jan. 13, 2021 | Mar. 31, 2021 |
Series A Preferred Stock | ||
Shares issued | 1,600,000 | |
Crackle Plus Entity [Member] | ||
Ownership interest (as a percent) | 100.00% | 49.00% |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 4,803,240 |
Class of Warrant or Right, Exercised | (57,168) |
Class of Warrant or Right, Outstanding | 4,746,072 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.06 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 3 years 7 days |
Class W [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 622,622 |
Class of Warrant or Right, Exercised | (57,000) |
Class of Warrant or Right, Outstanding | 565,622 |
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 3 months |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 43,571 |
Class Z [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 180,618 |
Class of Warrant or Right, Exercised | (168) |
Class of Warrant or Right, Outstanding | 180,450 |
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 3 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 1 month 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 1 month 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 1 month 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 1 month 13 days |
Segment and Geographic Inform_2
Segment and Geographic Information (Details) | 3 Months Ended | |
Mar. 31, 2021segmentcountry | Mar. 31, 2020 | |
Number of reportable segments | segment | 1 | |
Number Of Countries And Territories Worldwide | country | 56 | |
UNITED STATES | ||
Percent of consolidated long-lived assets | 100.00% | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | UNITED STATES | ||
Concentration risk percentage | 99.00% | 99.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Sonar $ in Millions | Apr. 08, 2021USD ($)seriesitem |
Subsequent Event [Line Items] | |
Initial cash purchase price | $ | $ 19.5 |
One time payment for future entitlements | $ | $ 11.5 |
Number of programming hours | 4,000 |
Number of television series programs | series | 370 |
Number of licenses | 300 |
Number of markets | 125 |
CSS AVOD Inc. | |
Subsequent Event [Line Items] | |
Percentage of equity interest | 5 |
Threshold period | 3 years |