Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38125 | ||
Entity Registrant Name | CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-2560811 | ||
Entity Address, Address Line One | 132 East Putnam Avenue – Floor 2W | ||
Entity Address, City or Town | Cos Cob | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06807 | ||
City Area Code | 855 | ||
Local Phone Number | 398-0443 | ||
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 | $ 277.4 | ||
Entity Central Index Key | 0001679063 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Auditor Name | Rosenfield and Company, PLLC | ||
Auditor Firm ID | 5905 | ||
Auditor Location | New York, New York | ||
Common Class A And Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,368,498 | ||
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 | 7,713,992 | ||
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 44,286,105 | $ 14,732,726 |
Accounts receivable, net of allowance for doubtful accounts of $786,830, and $1,035,643, respectively | 60,213,807 | 25,996,947 |
Prepaid expenses and other current assets | 1,904,273 | 1,382,502 |
Due from affiliated companies | 5,648,652 | |
Content assets, net | 63,645,396 | 51,020,318 |
Intangible assets, net | 18,035,091 | 19,370,490 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Goodwill | 39,986,530 | 21,448,106 |
Other assets, net | 5,190,954 | 4,517,102 |
Total assets | 245,426,099 | 156,280,786 |
LIABILITIES AND EQUITY | ||
Accounts payable and accrued other expenses | 34,984,226 | 21,394,957 |
Due to affiliated companies | 489,959 | |
Programming obligations | 1,641,250 | 4,697,316 |
Film library acquisition obligations | 24,673,866 | 8,616,562 |
Accrued participation costs | 12,323,329 | 12,535,651 |
Notes payable under revolving credit facility | 2,500,000 | |
Film acquisition advance | 6,196,909 | 8,659,136 |
Revolving loan | 17,585,699 | |
9.50% Notes due 2025, net of deferred issuance costs of $1,402,880 and $1,798,433, respectively | 31,493,020 | 31,097,467 |
Contingent consideration | 9,764,256 | |
Put option obligation | 11,400,000 | |
Other liabilities | 3,274,432 | 1,677,906 |
Total liabilities | 153,826,946 | 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 | 240,609,345 | 106,425,548 |
Deficit | (136,462,244) | (77,247,982) |
Accumulated other comprehensive gain | 571 | |
Class A common stock held in treasury, at cost (944,502 and 74,235 shares, respectively) | (13,202,407) | (632,729) |
Total stockholders' equity | 90,947,300 | 28,546,329 |
Subsidiary convertible preferred stock | 36,350,000 | |
Noncontrolling interests | 651,853 | 205,462 |
Total equity | 91,599,153 | 65,101,791 |
Total liabilities and equity | 245,426,099 | 156,280,786 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock value | 899 | 516 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock value | $ 766 | $ 766 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable | $ 786,830 | $ 1,035,643 |
Treasury Stock, Common, Shares | 944,502 | 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 | 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 | 8,964,330 | 5,157,053 |
Common Stock, Shares, Outstanding | 8,019,828 | 5,082,818 |
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 | $ 1,402,880 | $ 1,798,433 |
Interest rate | 9.50% | 9.50% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Net revenue | $ 110,395,466 | $ 66,356,956 |
Cost of revenue | 79,138,884 | 52,139,819 |
Gross profit | 31,256,582 | 14,217,137 |
Operating expenses: | ||
Selling, general and administrative | 48,611,101 | 31,573,368 |
Amortization and depreciation | 5,728,051 | 16,291,327 |
Impairment of content assets | 9,794,854 | 3,973,878 |
Impairment of intangible assets and goodwill | 2,044,647 | |
Management and license fees | 11,039,547 | 6,635,696 |
Total operating expenses | 77,218,200 | 58,474,269 |
Operating loss | (45,961,618) | (44,257,132) |
Interest expense | 4,831,175 | 2,222,106 |
Loss on extinguishment of debt | 169,219 | |
Other non-operating income, net | (379,151) | (6,155,279) |
Loss before income taxes and preferred dividends | (50,413,642) | (40,493,178) |
Provision for income taxes | 66,000 | 99,000 |
Net loss before noncontrolling interests and preferred dividends | (50,479,642) | (40,592,178) |
Net loss attributable to noncontrolling interests | (73,458) | (182,201) |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (50,406,184) | (40,409,977) |
Less: preferred dividends | 9,013,540 | 4,142,376 |
Net loss available to common stockholders | $ (59,419,724) | $ (44,552,353) |
Net loss per common share: | ||
Basic | $ (3.96) | $ (3.62) |
Diluted | $ (3.96) | $ (3.62) |
Weighted-average common shares outstanding: | ||
Basic | 15,018,421 | 12,301,185 |
Diluted | 15,018,421 | 12,301,185 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (50,479,642) | $ (40,592,178) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 1,372 | |
Comprehensive income attributable to noncontrolling interests | (801) | |
Comprehensive loss | $ (50,479,071) | $ (40,592,178) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Class ACommon Stock | Common Class BCommon Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Gain Income | 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 | 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, net | $ 50 | 11,709,455 | 11,709,505 | |||||||
Issuance of Preferred stock, net (in shares) | 499,316 | |||||||||
Stock options exercised | $ 1 | 74,999 | 75,000 | |||||||
Stock options exercised (in shares) | 10,000 | |||||||||
Warrant exercises - Class W and Z | $ 3 | (3) | ||||||||
Warrant exercises - Class W and Z (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 | |||||||
Share based compensation - stock options | 2,684,307 | 2,684,307 | ||||||||
Share based compensation - common stock | 2,563,500 | 2,563,500 | ||||||||
Shares issued to directors | $ 2 | (2) | ||||||||
Shares issued to directors (in shares) | 5,135 | |||||||||
Business combination | 724,510 | 724,510 | ||||||||
Common stock grant | $ 14 | (14) | ||||||||
Common stock grant (in shares) | 135,556 | |||||||||
Issuance of common stock | $ 303 | 95,310,510 | 95,310,813 | |||||||
Issuance of common stock (in shares) | 3,023,727 | |||||||||
Issuance of Preferred stock, net | $ 160 | 36,349,840 | $ (36,350,000) | |||||||
Issuance of Preferred stock, net (in shares) | 1,600,000 | |||||||||
Stock options exercised | $ 52 | 2,989,715 | 2,989,767 | |||||||
Stock options exercised (in shares) | 522,871 | |||||||||
Warrant exercises - Class W and Z | $ 12 | 285,941 | 285,953 | |||||||
Warrant exercises - Class W and Z (in shares) | 119,988 | |||||||||
Dividends on preferred stock | (9,013,540) | (9,013,540) | ||||||||
Acquisition of subsidiary noncontrolling interest | (6,000,000) | (6,000,000) | ||||||||
Net income (loss) attributable to noncontrolling interest | (73,458) | (73,458) | ||||||||
Purchase of treasury stock | (12,569,678) | (12,569,678) | ||||||||
Elimination of noncontrolling interests | 205,462 | (205,462) | ||||||||
Other comprehensive gain, net | $ 1,372 | 1,372 | ||||||||
Comprehensive income attributable to noncontrolling interests | (801) | 801 | (801) | |||||||
Net loss | (50,406,184) | (50,406,184) | ||||||||
Balance at Dec. 31, 2021 | $ 899 | $ 766 | $ 370 | $ 240,609,345 | $ (136,462,244) | $ 571 | $ (13,202,407) | $ 651,853 | $ 91,599,153 | |
Balance (in shares) at Dec. 31, 2021 | 8,964,330 | 7,654,506 | 3,698,318 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | ||
Net loss | $ (50,479,642) | $ (40,592,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 5,247,807 | 1,131,515 |
Content asset amortization and impairment | 48,777,684 | 27,940,331 |
Amortization of deferred financing costs | 495,974 | 131,790 |
Amortization and depreciation of intangibles, property and equipment | 7,408,155 | 17,317,247 |
Bad debt and video return expense | 2,522,629 | 3,384,584 |
Loss on impairment of intangible assets & goodwill | 2,044,647 | |
Realized losses on marketable securities | 210,453 | |
Loss on debt extinguishment | 169,219 | |
Other non-operating income | (7,278,893) | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (19,626,535) | 5,488,150 |
Prepaid expenses and other assets | (431,249) | (1,073,090) |
Content assets | (48,402,762) | (30,596,926) |
Accounts payable, accrued expenses and other payables | 7,902,826 | (5,637,040) |
Film library acquisition and programming obligations | 13,001,238 | 2,382,417 |
Accrued participation costs | (212,322) | 7,469,139 |
Other liabilities | 1,381,931 | 1,507,800 |
Net cash used in operating activities | (30,369,619) | (18,045,482) |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (1,605,795) | (5,465,407) |
Sales of marketable securities | 679,462 | |
Business combination | (19,419,204) | |
Decrease in due from affiliated companies | 5,648,652 | 1,993,780 |
Net cash used in investing activities | (15,376,347) | (2,792,165) |
Cash flows from Financing Activities: | ||
Principal payments on debt | (5,649,459) | (19,250,864) |
Repurchase of common stock | (12,569,678) | |
Payment of contingent consideration | (8,627,284) | |
Acquisition of subsidiary noncontrolling interest | (6,000,000) | |
Proceeds from revolving loan, net | 17,756,482 | |
Proceeds from 9.50% notes due 2025, net | 30,985,983 | |
Proceeds from film acquisition advance | 8,820,000 | |
Proceeds from issuance of Series A preferred stock, net | 6,735,605 | |
Proceeds from exercise of stock options and warrants | 3,275,720 | 75,000 |
Increase in due to affiliated companies | 489,959 | |
Dividends paid to preferred stockholders | (8,688,580) | (4,142,376) |
Net cash provided by financing activities | 75,297,973 | 29,122,971 |
Effect of foreign exchanges on cash and cash equivalents | 1,372 | |
Net increase in cash and cash equivalents | 29,553,379 | 8,285,324 |
Cash and cash equivalents at beginning of period | 14,732,726 | 6,447,402 |
Cash and cash equivalents at end of the period | 44,286,105 | 14,732,726 |
Supplemental data: | ||
Cash paid for interest | 4,783,413 | 1,585,719 |
Non-cash investing activities: | ||
Property and equipment in accounts payable and accrued expenses | $ 383,015 | |
Non-cash financing activities: | ||
Preferred stock issued for Crackle Plus acquisition | 40,000,000 | |
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 | $ 95,310,813 | $ 5,899,623 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 17, 2020 |
9.50% Notes Due 2025 July Notes [Member] | |||
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheets | |||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
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. is a Delaware corporation formed on May 4, 2016, and is a leading streaming video-on-demand (VOD) company. We operate Crackle Plus, a portfolio of ad-supported, as well as Screen Media, Halcyon Television, the newly formed Chicken Soup for the Soul Television Group, and a number of affiliates that collectively enable us to acquire, produce, co-produce and distribute content, including our original and exclusive content, all in support of our streaming services. References to “CSSE,” the “Company,” “we,” “us” and “our” refer to Chicken Soup for the Soul Entertainment, Inc. and its consolidated subsidiaries, unless the context otherwise requires. 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 India and derives its revenue primarily in the United States. The Company distributes content in over 56 countries and territories worldwide. Financial Condition and Liquidity As of December 31, 2021, the Company had a deficit of $136,462,244 since inception and for the year ended December 31, 2021, the Company had a net loss attributable to common stockholders of $59,419,724. 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. However, it does expect to incur losses in 2022 as it continues to invest in and scale its AVOD networks, distributed film library and original productions. 2021 has been a transformative year for the Company led by acquisition of the assets of Sonar Entertainment Inc., positioning the company to leverage its global film rights, its television production capabilities and to enable the launch a new ad-supported network Chicken Soup for the Soul AVOD in 2022. This strategic shift, in scale and capabilities, will support the Company’s future grow both domestically and internationally. The Company believes that cash flow from operations and cash on hand, together with equity and debt offerings, and film financings, if necessary, should be adequate to meet the Company’s operational cash, programming commitments, 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, 2021 | |
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 in which a controlling financial interest is maintained and variable interest entities (“VIEs”), where we are considered the primary beneficiary, after the elimination of intercompany transactions. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). Reclassifications Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation. The reclassifications have no effect on the reported net loss. 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, ultimate revenues, future cash flows of long-lived asset groups and the fair value of indefinite lived intangibles and goodwill. 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. Restricted cash is $1,552,052 at December 31, 2021. 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, 2021 and 2020, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximated their carrying value due primarily to the relative short-term nature of these instruments. Certain liabilities, including contingent consideration are measured at fair value on a recurring basis. Other assets and liabilities, including television and film content costs, goodwill, intangible assets are adjusted to fair value after initial recognition, only if an impairment charge is recognized. Impairment charges, if applicable, are generally determined using a discounted cash flows, which is a Level 3 valuation technique. Foreign Currency Translation Assets and liabilities of our foreign subsidiaries with a functional currency other than the U.S. Dollar are translated into U.S. Dollars using applicable exchange rates at the balance sheet date. Revenue and expenses are translated at average exchange rates effective during the year. The resulting foreign currency translation gains and losses are included as a component of accumulated other comprehensive gain within Stockholders’ Equity on our Consolidated Balance Sheets. Assets and liabilities of our foreign subsidiaries for which the functional currency is not the U.S. Dollar are re-measured into U.S. Dollars using applicable exchange rates at the balance sheet date, except nonmonetary assets and liabilities, which are re-measured at the historical exchange rates prevailing when acquired. Revenue and expenses are re-measured at average exchange rates effective during the year. Foreign currency translation gains and losses from re-measurement are included in Other non-operating (income) expense in the accompanying Consolidated Statements of Operations. The amounts of net gain (loss) on foreign currency re-measurement recognized were immaterial for all periods presented. 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, liabilities assumed and contingent liabilities acquired, as well as amounts attributed to noncontrolling interests, are recorded at fair value. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Any transaction costs are expensed as incurred. 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. See Note 4 for additional information. 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, expected economic conditions and industry trends. For the years ended December 31, 2021 and 2020, the provision for doubtful accounts charged to operating expense was $691,406 and $1,571,518, respectively. Content Assets We produce original productions and acquire rights to films and television programming to exhibit on our AVOD Networks and to distribute to third parties, including sub-distributors. We also develop and produce programming for third parties. Original Productions Content assets related to original productions 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. Film Library The film library includes the cost of acquiring individual title distribution rights or an acquired film library. Films are 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. Ultimate revenues for individual films is no longer than 10 years and for an acquired film library, no longer than 20 years. Monetization & Recoverability of Content Content assets (licensed and produced) are predominantly monetized individually and therefore are reviewed at the individual level when an event or change in circumstance indicates a change in the expected usefulness of the content or the fair value may be less than the unamortized cost. The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment. Original productions, films and acquired film libraries are stated at the lower of amortized cost or estimated fair value. The valuation of content is reviewed at the individual title level or acquired library level, 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 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. 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 8 for additional information. Licensed Program 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 amortized over the license period based on the expected monetization of each show, usually straight-line on a ratable basis. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. License fees payable to suppliers based on a percentage of advertising revenue generated are reflected in Accrued expenses. Impairment of Long-Lived Assets The Company reviews its long-lived assets, other than goodwill and intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset grouping 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. The expected cash flows are based on assumptions regarding our future business outlook and where appropriate, include a residual value based on a revenue market multiple. 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 from these assumptions. See Note 9 for additional information. Goodwill and Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination which are not individually identified and is allocated to our reporting units. We do not amortize goodwill. Intangible assets with finite lives, which primarily consist of acquired customer bases, non-compete agreements, content rights, brand value, contractual and partner agreements are generally amortized on a straight-line basis over their estimated lives, which range from 3 Goodwill and other intangible assets with indefinite lives are tested for impairment on an annual basis and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value its carrying amount. If the carrying value of goodwill or an indefinite-lived intangible asset exceeds fair value, an impairment charge is recognized. The fair value of the Company’s reporting units or indefinite lived intangible assets are 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 from these assumptions. See Note 9 for additional information. Fixed Assets & Capitalized Software Fixed assets and eligible capitalized software are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the asset: leasehold improvements – shorter of lease term of useful life, equipment 3 to 5 years and capitalized software – over 3 years or the useful life of software. Capitalized costs are not significant and are included in other assets in the Consolidated Balance Sheets. 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 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, 2021 and 2020, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with acquiring film distribution rights that have been delivered. 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 Parties involved in the production of a title may be compensated in part by contingent payments based on the financial results of a title pursuant to contractual formulas (participations) and by contingent amounts due under provisions of collective bargaining agreements (residuals). Such costs are collectively referred to as participation costs. Participations may be given to creative talent, such as actors or writers, or to entities from whom distribution rights are licensed. Such amounts are estimated based on film ultimate revenues or airings. Related Party Transactions – Due To/Due From 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 and Chicken Soup for the Soul Holdings, LLC (“CSS”), the Company’s parent 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 when the customer has the ability to direct the use and obtain substantially all the benefits of that good or service. Our contractual performance obligations include the licensing or sale of content, production services or delivery of online advertisements. 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. 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. See Note 6 for additional information. 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 $4,730,573 and $1,383,718 for the years ended December 31, 2021 and 2020, respectively. Treasury Stock Treasury stock is accounted for using the cost method. 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, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2020, FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The Company adopted ASU-2020-04 in the second quarter of 2021 on a prospective basis and will apply this guidance as contracts are modified through December 2022. The adoption did not have an immediate direct impact on the Company’s consolidated financial statements. We do not expect there to be a material impact on our financial statements. 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 consolidated financial statements. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intra-period tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted 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 The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination On May 21, 2021, the Company consummated its acquisition of the principal assets of Sonar Entertainment, Inc. (“SEI”) and certain of the direct and indirect subsidiaries of SEI (collectively, “Sonar”). Sonar is an award-winning independent television studio that owns, develops, produces, finances and distributes content for global audiences. In consideration for the assets purchased from Sonar (“Purchased Assets”), the Company paid to Sonar an initial cash purchase price of $18,902,000 and from time to time will be required to pay additional purchase price based on the performance of the acquired assets. During the 18-month period following the closing, the Company has the right (the “Buyout Option”), exercisable upon written notice to Sonar during such period, 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. In connection with the transaction, the Company formed a new subsidiary, CSS AVOD Inc., and issued shares of common stock, representing 5% of the after-issued equity of CSS AVOD, to MidCap Financial Trust, as Agent. At any time during the three-year period immediately following the 18-month anniversary of the asset purchase agreement closing, MidCap, as Agent, shall have the right upon 60 days’ prior written notice to CSSE to require CSSE to purchase such CSS AVOD Shares for $11,500,000 (“Put Election”). The Sonar acquisition was accounted for as a purchase of a business in accordance with ASC 805 and the aggregate purchase price consideration of $53,812,000 has been allocated to assets acquired and liabilities assumed, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities was recorded as goodwill. The purchase price allocation is preliminary and subject to change up to one year after the date of acquisition and could result in changes to the amounts recorded below. The preliminary allocation of the purchase price to the fair values of the assets acquired assumed at the date of the acquisition was as follows: May 21, 2021 Accounts receivable, net $ 17,373,257 Film library 13,000,000 Intangible asset 3,600,000 Total identifiable assets acquired 33,973,257 Goodwill 19,838,743 Net assets acquired $ 53,812,000 In estimating the fair value of the acquired assets, 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 the acquired intangible asset represent the estimated fair value of the distribution network. This definite lived intangible asset is being amortized on a straight-line basis over its estimated useful life of 36 months. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the intangible assets acquired that do not qualify for separate recognition. The fair values of assets acquired were based upon valuations performed by independent third-party valuation experts. Cash $ 18,902,000 Fair Value of Additional Purchase Price – Library Account Receivable 1,580,000 Fair Value of Additional Purchase Price – Contracted TV Cash Flow 13,700,000 Fair Value of Additional Purchase Price – % of Film Cash Flow 630,000 Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow 2,300,000 Fair Value of Additional Purchase Price – Development Slate Cash Flow 5,200,000 Fair Value of Additional Purchase Price – CSS AVOD Equity Put 11,500,000 Total Estimated Purchase Price $ 53,812,000 Based on the terms of the asset purchase agreement, the Company estimated the fair value of the Additional Purchase Price components based on, but not limited to, expected future collection of receivables, expected future revenue and cash flows, expected growth rates, and estimated discount rates. The Additional Purchase Price included a 5% interest in CSS AVOD and a Put Option that requires the Company to purchase the shares of CSS AVOD, Inc. (5.0% of the entity) from the investor for $11,500,000. The fair value of the 5.0% interest in CSS AVOD, Inc. was estimated based on expected future cash flows. The Put Option was valued by the Company via a Black-Sholes valuation model assuming an initial price of $125,000, a strike price of $11,500,000, volatility of 100.0% and term of 1.5 years. Of the $34,910,000 of contingent consideration, the Company has paid $8,627,284 during 2021. There has not been a significant change in the fair value of the contingent consideration as of December 31, 2021. The following table illustrates Sonar’s stand-alone financial performance included in the Company’s condensed consolidated statement of operations: Year Ended December 31, 2021 Net revenue $ 19,207,115 Net income $ 9,750,510 The unaudited financial information in the table below summarizes the combined results of operations of the Company and Sonar on a pro forma basis, as though the companies had been combined as of January 1, 2020. These pro forma results were based on estimates and assumptions, which we believe are reasonable. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at January 1, 2020. The pro forma financial information assumes our revolving loan was entered into as of January 1, 2020 and includes adjustments to amortization for acquired intangible assets and interest expense. Year Ended December 31, 2021 2020 Net revenue $ 116,348,860 $ 83,670,714 Net loss $ (65,184,716) $ (50,611,076) Basic and diluted net loss per share $ (4.34) $ (4.11) On October 21, 2021, the Company acquired a 51% ownership stake in Locomotive Global Inc. for $650,000. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
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 or the completion of services 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, production of episodic television series and production related services. 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 can sometimes include variable consideration. The following tables disaggregate our revenue by source: Year Ended December 31, % of 2021 % of revenue 2020 revenue Revenue: VOD and streaming $ 62,630,109 57 % $ 53,761,636 81 % Licensing and other 47,765,357 43 % 12,595,320 19 % Net revenue $ 110,395,466 100 % $ 66,356,956 100 % 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 or FAST channel networks. In addition this revenue source includes revenues from third party platforms, including transactional video on demand (TVOD) sales, AVOD or FAST channel revenue share or performance based revenue, SVOD, cable tv and barter syndication generated revenues. The Company generates VOD and streaming revenues for our VOD networks in three primary ways, selling advertisers product and content integrations and sponsorships related to our productions, selling advertisers the ability to present content to our viewers, often with fewer commercials, and selling advertisers video ad inventory on our VOD networks; we also generate revenues via direct to consumer sales on TVOD platforms. Revenue from VOD and streaming is recognized as content with integrations and sponsorships as it is delivered and ready for exploitation, content with presenters is aired, over time as advertisements are delivered and when monthly activity is reported by TVOD 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 4,000 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. When payment is due from a customer more than one year before or after revenue is recognized, we consider whether the contract contains a significant financing component and if the transaction price should be adjusted for the time value of money. We do not adjust the transaction price for amounts that are due within one year from recognizing revenue. Given the nature of our business from time to time we engage with distributors and customers for terms that include fixed license fees or minimum guarantees that are paid over a period of time. Minimum guarantees are based on sales and net cash collections made by the distributor to third parties. These minimum guarantees are generally collectible via royalty payments on a monthly or quarterly basis. For the years ended December 31, 2021 and 2020, the Company entered into licensing deals with significant financing components, of approximately $28,725,250 and $0, respectively. 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, acquired distribution rights for films , the sub-licensing of acquired distribution rights 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 asset or contractual distribution right 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. In the ordinary course of business and as part of its content acquisition strategy, the Company will acquire a film or the worldwide rights to distribute a film, to improve its overall film library offering and generate attractive risk adjusted film returns. The Company will sometimes look to sub-license rights to distributors when it is attractive to do so in order to reduce the risk associated with the acquisition of rights. During the years ended December 31, 2021 and 2020, the Company relicensed a subset of acquired film rights for approximately $6,537,000 and $2,200,000, respectively. No impairment losses have arisen from any Company contracts with customers during the years ended December 31, 2021 and 2020, respectively. Performance obligations The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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, 2021 2020 Accounts receivable, net $ 25,818,447 $ 14,588,684 Contract assets (included in accounts receivable) 34,395,360 11,408,263 Total accounts receivable, net $ 60,213,807 $ 25,996,947 Deferred revenue (included in other liabilities) $ 1,536,687 $ 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. The term between invoicing and when payment is due not generally significant, but can extend from 1 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 distributors for terms that include minimum guarantees, that may include a significant financing component, which are contractually paid over a period of time at a variable rate of payment – based on sales and net cash collections made by the distributor from third parties. These minimum guarantees are generally collectible via royalty payments on a monthly or quarterly basis over the term of the contractual arrangement. 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 year ended December 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 | 12 Months Ended |
Dec. 31, 2021 | |
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 2,500,000 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 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, 2021 and 2020, the Company recognized $2,684,307 and $921,115, 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, 2021 and 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 Granted 847,213 20.68 Forfeited (14,958) 16.20 Exercised (a) (586,166) 7.26 Expired — — Outstanding at December 31, 2021 1,377,339 $ 16.13 3.67 $ 2,579,201 Vested and exercisable at December 31, 2020 881,253 $ 7.69 1.91 $ 10,839,276 Vested and exercisable at December 31, 2021 648,119 $ 11.64 2.77 $ 2,407,521 (a) During the year ended December 31, 2021, 184,550 stock options were exercised and converted to 121,255 shares of Class A Common Stock via the cashless exercise option. As of December 31, 2021, the Company had unrecognized pre-tax compensation expense of $8,022,735 related to non-vested stock options under the Plan of which $3,473,030, $3,101,932 and $1,447,773 will be recognized in 2022, 2023 and 2024, 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: 2021 2020 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 62.0 % 56.5 % Expected term (years) 5 5 Risk-free interest rate 1.29 % 2.05 % Exercise price per stock option $ 16.13 $ 8.13 Market price per share $ 16.13 $ 7.80 Weighted average fair value per stock option $ 8.66 $ 3.76 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 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, 2021 and 2020, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to stock grants of $2,563,500 and $210,400, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Net loss available to common stockholders $ (59,419,724) $ (44,552,353) Basic weighted-average common shares outstanding 15,018,421 12,301,185 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 15,018,421 12,301,185 Basic and diluted loss per share $ (3.96) $ (3.62) Anti-dilutive stock options and warrants 3,440,866 800,041 |
Content Assets
Content Assets | 12 Months Ended |
Dec. 31, 2021 | |
Entertainment [Abstract] | |
Content Assets | Note 8 – Content Assets Content assets consists of the following: December 31, December 31, 2021 2020 Original productions: Programming costs released $ 25,669,921 $ 22,986,486 In production 562,808 — In development 6,662,591 4,639,169 Accumulated amortization (a) (23,268,306) (12,298,648) Programming costs, net 9,627,014 15,327,007 Film library: Film library acquisition costs 134,463,191 78,330,094 Accumulated amortization (b) (80,847,748) (43,090,959) Film library costs, net 53,615,443 35,239,135 Licensed program rights: Programming rights 1,209,362 1,209,362 Accumulated amortization (806,423) (755,186) Programming rights, net 402,939 454,176 Content assets, net $ 63,645,396 $ 51,020,318 (a) As of December 31, 2021 and 2020. accumulated amortization includes impairment expense of $6,049,631 and $2,213,032 , respectively. (b) As of December 31, 2021 and 2020, accumulated amortization includes impairment expense of $3,745,223 and $1,760,846 , 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. Costs to create episodic programming are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation. Amortization, including impairments of content assets is as follows: December 31, 2021 2020 Original productions $ 4,920,027 $ 402,681 Film library 34,011,566 23,309,647 Licensed program rights 51,237 254,125 Content asset impairment 9,794,854 3,973,878 Total programming amortization expense $ 48,777,684 $ 27,940,331 In fourth quarter of 2021, we reorganized our production operations due to the acquisition of Sonar Entertainment and formed Chicken Soup For The Soul Television Group. In connection with this change, we performed an evaluation of shows in development and monetization strategies across our content portfolio, that resulted in the identification of content not consistent with management’s strategy and accelerated amortization associated with changes in the expected monetization of certain programs. For the years ended December 31, 2021 and 2020, the Company recognized content impairment charges of $9,794,854 in 2021. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 9 – Intangible Assets and Goodwill Amortizable intangible assets, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Impairment Amount December 31, 2021: Acquired customer base $ 2,290,241 $ 1,545,913 $ 744,328 $ — Crackle Plus content rights 1,708,270 1,494,736 — 213,534 Crackle Plus brand value 18,807,004 7,052,626 — 11,754,378 Crackle Plus partner agreements 4,005,714 2,103,000 — 1,902,714 Distribution network 3,600,000 700,000 — 2,900,000 Locomotive contractual rights 1,356,868 92,403 — 1,264,465 Non-compete agreement 530,169 530,169 — — Website development 389,266 389,266 — — Total $ 32,687,532 $ 13,908,113 $ 744,328 $ 18,035,091 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 Plus 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 $5,547,939 and $16,081,461 for the years ended December 31, 2021 and 2020, respectively. As a result of our principal focus on AVOD services, management determined that our sole SVOD service’s acquired customer intangible base and reporting unit goodwill was impaired during the fourth quarter of 2021. All other long lived intangible assets groupings were deemed recoverable as of December 31, 2021 and 2020, respectively. As of December 31, 2021 amortization expense for the next 5 years is expected be: 2022 $ 5,353,680 2023 5,140,147 2024 3,847,030 2025 2,686,715 2026 1,007,519 Total $ 18,035,091 Indefinite lived Intangible assets, consists of the following: December 31, December 31, 2021 2020 Chicken Soup for the Soul Brand $ 5,000,000 $ 5,000,000 Popcornflix Brand 7,163,943 7,163,943 Total $ 12,163,943 $ 12,163,943 Total goodwill on our Consolidated Balance Sheets was $39,986,530 and $21,448,106 as of December 31, 2021 and December 31, 2020, respectively. Changes in the carrying amount of goodwill by our reporting units for the years ended December 31, 2021 and 2020 were as follows: December 31, 2021 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 1,236,760 $ 1,300,319 Acquisitions — 19,838,743 — Accumulated impairment losses — — (1,300,319) Total $ 18,911,027 $ 21,075,503 $ — December 31, 2020 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 1,236,760 $ 1,300,319 Acquisitions — — — Accumulated impairment losses — — — Total $ 18,911,027 $ 1,236,760 $ 1,300,319 Goodwill and Indefinite Lived Intangible Asset Impairment: Goodwill relating to our three reporting units and other intangible assets with indefinite lives are reviewed for impairment on an annual basis at December 31, 2021, or more frequently if events or circumstances indicate the carrying amount may not be recoverable. For annual impairment tests, we perform qualitative assessments for our reporting units and our indefinite lived intangibles that we estimate have fair values that significantly exceed their carrying amounts. For our 2021 assessment, we performed a qualitative assessment of our CSS brand and our Distribution & Production reporting unit and determined that they were not impaired. We weighed the relative impact of market-specific and macroeconomic factors, as well as, factors specific to the reporting unit. Based on the qualitative assessments, considering the aggregation of the relevant factors, we concluded that it is more likely than not that the fair values of the reporting unit and license are below their carrying values, and therefore, performing a quantitative test was unnecessary. We performed a quantitative test for our Online Networks and SVOD reporting units and found that the SVOD reporting unit’s goodwill was impaired as of December 31, 2021, resulting in a charge of $1,300,319. The Online Networks reporting unit had a negative equity value as of December 31, 2021, and is therefore not deemed to be impaired, as the reporting unit’s fair value exceeds the carrying value. We also performed a quantitative assessment for our Popcornflix indefinite lived intangible. We weighed the relative impact of market-specific and macroeconomic factors for the AVOD market, as well as, factors specific to the Popcornflix AVOD service. Our assessment included expected future revenue estimates for the Popcornflix service and revenue multiples from publicly traded companies with operations and characteristics similar to Popcornflix. Based on the results of the 2021 quantitative impairment test, we concluded that the estimated fair value exceeded their respective carrying value and therefore no impairment charge was required. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 – Debt Long-term debt for the periods presented was as follows: December 31, December 31, 2021 2020 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving Loan 17,585,699 — Film Acquisition Advance 6,196,909 8,659,136 Revolving Credit Facility — 2,500,000 Total debt 56,678,508 44,055,036 Less: debt issuance costs 1,402,880 1,798,433 Less: current portion 6,196,909 2,500,000 Total long-term debt $ 49,078,719 $ 39,756,603 Revolving Loan On May 21, 2021, the Company entered into a credit agreement with Midcap Financial Trust. The credit agreement provides the Company with a revolving loan in an aggregate principal amount not to exceed $20,000,000 at any time outstanding. On the closing date, the Company made an initial draw down on the loan of $18,272,931 in connection with funding the SEI acquisition. The availability under the loan at any time is subject to the borrowing base, which is equal to 85% of the eligible accounts receivable minus the sum of all reserves and is adjusted monthly, as necessary. The loan bears interest at 4% plus the greater of LIBOR or 0.75% per annum. In addition, the loan contains an unused line fee of 0.5% per annum and a collateral management fee of 0.504% per annum. Interest and fees on the loan are payable in arrears on the first day of each month and on the maturity of the loan. The Credit Agreement and other loan documents contain customary representations and warranties and affirmative and negative covenants. Under the Credit Agreement, the Company is required to maintain minimum liquidity in the form of borrowing base availability or cash on hand in an aggregate amount of not less than $6,000,000 . The Company is in compliance with all covenants as of December 31, 2021. 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. During the year ended December 31, 2021, the Company repaid $2,616,313 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 consisted of a line of credit in the amount of $5,000,000 and with interest at 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. As of December 31, 2021, the expected aggregate maturities of long-term debt for each of the next four years are as follows: 2022 $ 6,196,909 2023 — 2024 17,585,699 2025 32,895,900 $ 56,678,508 |
Put Option Obligation
Put Option Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Put Option Obligation | Note 11 – Put Option Obligation As part of the additional purchase price for the Sonar acquisition the Company issued a 5% interest in CSS AVOD, Inc. and a put option that, if exercised, requires the Company to purchase the issued investor shares of CSS AVOD, Inc. from the investor for $11,500,000 in cash. The Put Option is exercisable, with 60 day’s written notice, by the investor at any time during a three year period commencing on October 8, 2022 and expiring on October 7, 2025 (“Put Election Period”). As of December 31, 2021, the 5% interest in CSS AVOD, Inc. consists of the following: December 31, 2021 Put Option Obligation $ 11,400,000 Noncontrolling Interests 95,592 Total $ 11,495,592 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 12 – Stockholders’ Equity Treasury Stock At December 31, 2021, we had $7,430,322 of authorization remaining under our $20,000,000 stock repurchase program approved by the Board of Directors in the fourth quarter of 2021. During fourth quarter of 2021, the Company repurchased 870,267 shares of common stock at an average price of $14.44. Underwritten Public Common Stock Offering On July 7, 2021, the Company completed an underwritten public offering of 1,875,000 shares of common stock at a price $40.00 per common share, generating net proceeds of $70,500,000. Common Stock Private Placement On January 20, 2021, the Company completed a private placement of 1,022,727 shares of common stock at a price of $22.00 per common share, generating net proceeds of $21,374,994. At the Market Offering During the year ended December 31, 2021, the Company completed the sale of an aggregate of 126,000 shares of Class A common stock, generating net proceeds of $3,435,819. Noncontrolling Interests Noncontrolling interests represent an equity interest in consolidated subsidiaries, including CSS AVOD, Locomotive Global and Landmark Studio Group. On September 8, 2021, the Company purchased an additional 25,000 units of common equity in Landmark Studio Group from Cole investments VII, LLC for $6,000,000. The purchase increased the Company’s ownership in Landmark Studio Group from 53.5% to 78.5%. In October 2021, the Company acquired a 51% stake in Locomotive Global Inc., a film production services company in India. 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. 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 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. Warrants Warrant activity as of December 31, 2021 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2020 Exercised (a) at December 31, 2021 Price Term (Yrs.) Class W 622,622 (96,260) 526,362 $ 7.50 1.50 Class Z 180,618 (57,509) 123,109 12.00 2.50 CSSE Class I 800,000 — 800,000 8.13 2.37 CSSE Class II 1,200,000 — 1,200,000 9.67 2.37 CSSE Class III-A 380,000 — 380,000 11.61 2.37 CSSE Class III-B 1,620,000 — 1,620,000 11.61 2.37 Total 4,803,240 (153,769) 4,649,471 $ 10.06 2.27 (a) As of December 31, 2021, 117,244 warrants were exercised and converted to 83,463 shares of Class A Common Stock via the cashless exercise option. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Current provision: States $ 66,000 $ 99,000 Total current provision $ 66,000 $ 99,000 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, 2021 2020 Federal statutory rate of 21% (21.00) % (21.00) % Increase (decrease) resulting from: Crackle amortization 0.21 % 7.88 % State and local taxes 0.46 % (0.23) % Programming costs 10.99 % 1.73 % Share-based compensation - long-term incentive plan 1.41 % 0.61 % Film library 8.32 % 10.97 % Allowance for doubtful accounts (0.24) % (0.31) % Other (0.15) % 0.02 % Effect of valuation allowance related to prior year net operating loss — % 0.33 % Actual tax provision 0.00 % 0.00 % 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, 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 14,503,000 $ 10,428,000 Acquisition-related costs 539,000 723,000 Film library and other intangibles 16,883,000 11,968,000 Other 337,000 39,000 Less: valuation allowance (31,412,000) (20,003,000) Total deferred tax assets 850,000 3,155,000 Deferred tax liabilities: Programming costs 299,000 2,715,000 Other assets 551,000 440,000 Total deferred tax liabilities 850,000 3,155,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $53,951,000 , $10,843,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $43,108,000 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 $11,490,000 and $8,760,000 for the years ended December 31, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions Chicken Soup For The Soul Productions, LLC Chicken Soup For The Soul Productions LLC (“CSS”) is the parent and controlling stockholder of the Company. At December 31, 2021, CSS directly owns approximately 100% of the Company Class B common stock. CSS ownership of Class B common stock represents an ownership interest of 49% of the total outstanding common stock and 91% control of the voting power of the Company. CSS is controlled by Mr. William J. Rouhana, Jr., the Company’s CEO. The Company has agreements with CSS and its 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: CSS 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, 2021 and 2020, the Company recorded management fee expense of $5,519,774 and $3,317,848, 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. CSS 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, 2021 and 2020, the Company recorded a combined license and marketing support fee expense of $5,519,773 and $3,317,848, respectively, payable to CSS. Due To/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, 2021 and 2020, the Company had an intercompany payable and receivable, respectively, with affiliated companies. December 31, December 31, 2021 2020 Due to affiliated companies $ 489,959 $ — Due from affiliated companies — 5,648,652 Total due to/due from affiliated companies $ 489,959 $ 5,648,652 Other Related Parties In the ordinary course of business, the Company is involved in arms-length transactions with certain minority shareholders of a consolidated subsidiary related to the licensing of television and film programming. During 2021, revenues of $6,070,312 were realized, with $6,363,951 included in Accounts receivable at December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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. These leases expire at various points through 2031. Rent expense related to these leases was $2,005,300 and $1,807,769 for the years ended December 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 consolidated balance sheet. As of December 31, 2021, the Company had $38,638,445 of content obligations, comprised of $24,673,866 in film library acquisition obligations, $1,641,250 of programming obligations and $12,323,329 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 off-balance sheet content commitments as of December 31, 2021 were as follows: 2022 $ 39,720,118 2023 26,955,403 2024 1,287,430 2025 1,313,178 2026 1,408,407 2027 - 2031 6,644,546 Total minimum lease and content payments $ 77,329,082 Sonar Acquisition The Company owes contingent consideration related to the acquisition of Sonar of $9,764,256 at December 31, 2021. The liability is an estimate and is payable upon the collection of receipts from defined receivables, noncontracted TV business receipts and profit participation on a slate of development projects. Additionally, the Company has a Put obligation for $11,500,000 to acquire 5% of the shares of CSS AVOD Inc., that can be triggered any time during the three-year period immediately following the 18-month anniversary of the asset purchase agreement. See Notes 4 and 11 for additional information. 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 Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment and Geographic Information [Abstract] | |
Segment Reporting 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 78% and 99% of total Net revenue for the years ended December 31, 2021 and 2020, respectively. All of the Company’s long-lived assets are based in the United States. |
Client Concentration
Client Concentration | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Client Concentration | Note 17 – Client Concentration Customers with concentrations in excess of 10% of Net revenue and Gross accounts receivable are as follows: Year Ended December 31, 2021 2020 Customer A 16 % — % Year Ended December 31, Accounts Receivable 2021 2020 Customer A 27 % — % Customer B — % 13 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events Revolving Loan On February 8, 2022, the Company amended the credit agreement with Midcap Financial Trust. The amended credit agreement provides an additional $10,000,000 in aggregate principal available under the revolving loan, increasing the availability to $30,000,000. Stock Repurchase Program On February 28, 2022, the Board of Directors authorized and approved a $10,000,000 increase to the Company’s stock repurchase program. 1091 Media Acquisition On March 4, 2022, the Company acquired the assets of 1091 Media, LLC (“1091 Media”) for approximately $15,550,000. The purchase price is comprised of $8,000,000 in cash, $2,000,000 in the form of newly issued shares of the Company’s Series A perpetual preferred stock valued at $25 per share, and 375,000 shares of Class A common stock valued at $14.80 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 in which a controlling financial interest is maintained and variable interest entities (“VIEs”), where we are considered the primary beneficiary, after the elimination of intercompany transactions. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’). |
Reclassifications | Reclassifications Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation. The reclassifications have no effect on the reported net loss. |
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, ultimate revenues, future cash flows of long-lived asset groups and the fair value of indefinite lived intangibles and goodwill. 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. Restricted cash is $1,552,052 at December 31, 2021. |
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, 2021 and 2020, the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximated their carrying value due primarily to the relative short-term nature of these instruments. Certain liabilities, including contingent consideration are measured at fair value on a recurring basis. Other assets and liabilities, including television and film content costs, goodwill, intangible assets are adjusted to fair value after initial recognition, only if an impairment charge is recognized. Impairment charges, if applicable, are generally determined using a discounted cash flows, which is a Level 3 valuation technique. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of our foreign subsidiaries with a functional currency other than the U.S. Dollar are translated into U.S. Dollars using applicable exchange rates at the balance sheet date. Revenue and expenses are translated at average exchange rates effective during the year. The resulting foreign currency translation gains and losses are included as a component of accumulated other comprehensive gain within Stockholders’ Equity on our Consolidated Balance Sheets. Assets and liabilities of our foreign subsidiaries for which the functional currency is not the U.S. Dollar are re-measured into U.S. Dollars using applicable exchange rates at the balance sheet date, except nonmonetary assets and liabilities, which are re-measured at the historical exchange rates prevailing when acquired. Revenue and expenses are re-measured at average exchange rates effective during the year. Foreign currency translation gains and losses from re-measurement are included in Other non-operating (income) expense in the accompanying Consolidated Statements of Operations. The amounts of net gain (loss) on foreign currency re-measurement recognized were immaterial for all periods presented. |
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, liabilities assumed and contingent liabilities acquired, as well as amounts attributed to noncontrolling interests, are recorded at fair value. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Any transaction costs are expensed as incurred. 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. See Note 4 for additional information. |
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, expected economic conditions and industry trends. For the years ended December 31, 2021 and 2020, the provision for doubtful accounts charged to operating expense was $691,406 and $1,571,518, respectively. |
Content Assets | Content Assets We produce original productions and acquire rights to films and television programming to exhibit on our AVOD Networks and to distribute to third parties, including sub-distributors. We also develop and produce programming for third parties. Original Productions Content assets related to original productions 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. |
Film Library | Film Library The film library includes the cost of acquiring individual title distribution rights or an acquired film library. Films are 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. Ultimate revenues for individual films is no longer than 10 years and for an acquired film library, no longer than 20 years. |
Monetization & Recoverability of Content | Monetization & Recoverability of Content Content assets (licensed and produced) are predominantly monetized individually and therefore are reviewed at the individual level when an event or change in circumstance indicates a change in the expected usefulness of the content or the fair value may be less than the unamortized cost. The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment. Original productions, films and acquired film libraries are stated at the lower of amortized cost or estimated fair value. The valuation of content is reviewed at the individual title level or acquired library level, 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 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. 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 8 for additional information. |
Licensed program rights and obligations | Licensed Program 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 amortized over the license period based on the expected monetization of each show, usually straight-line on a ratable basis. Programming obligations represent the gross commitment amounts to be paid to program suppliers over the life of the contracts. License fees payable to suppliers based on a percentage of advertising revenue generated are reflected in Accrued expenses. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, other than goodwill and intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset grouping 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. The expected cash flows are based on assumptions regarding our future business outlook and where appropriate, include a residual value based on a revenue market multiple. 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 from these assumptions. See Note 9 for additional information. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination which are not individually identified and is allocated to our reporting units. We do not amortize goodwill. Intangible assets with finite lives, which primarily consist of acquired customer bases, non-compete agreements, content rights, brand value, contractual and partner agreements are generally amortized on a straight-line basis over their estimated lives, which range from 3 Goodwill and other intangible assets with indefinite lives are tested for impairment on an annual basis and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value its carrying amount. If the carrying value of goodwill or an indefinite-lived intangible asset exceeds fair value, an impairment charge is recognized. The fair value of the Company’s reporting units or indefinite lived intangible assets are 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 from these assumptions. See Note 9 for additional information. |
Fixed Assets & Capitalized Software | Fixed Assets & Capitalized Software Fixed assets and eligible capitalized software are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the asset: leasehold improvements – shorter of lease term of useful life, equipment 3 to 5 years and capitalized software – over 3 years or the useful life of software. Capitalized costs are not significant and are included in other assets in the Consolidated Balance Sheets. |
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 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, 2021 and 2020, the Company did not have any unrecognized tax benefits or liabilities. See Note 13 for additional information. |
Film Library Acquisition Obligations | Film Library Acquisition Obligations Film library acquisition obligations represent amounts due in connection with acquiring film distribution rights that have been delivered. 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 Parties involved in the production of a title may be compensated in part by contingent payments based on the financial results of a title pursuant to contractual formulas (participations) and by contingent amounts due under provisions of collective bargaining agreements (residuals). Such costs are collectively referred to as participation costs. Participations may be given to creative talent, such as actors or writers, or to entities from whom distribution rights are licensed. Such amounts are estimated based on film ultimate revenues or airings. |
Related Party Transactions - Due To/Due From Affiliated Companies | Related Party Transactions – Due To/Due From 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 and Chicken Soup for the Soul Holdings, LLC (“CSS”), the Company’s parent 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 when the customer has the ability to direct the use and obtain substantially all the benefits of that good or service. Our contractual performance obligations include the licensing or sale of content, production services or delivery of online advertisements. 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. 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. See Note 6 for additional information. |
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 $4,730,573 and $1,383,718 for the years ended December 31, 2021 and 2020, respectively. |
Treasury Stock | Treasury Stock Treasury stock is accounted for using the cost method. |
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) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | May 21, 2021 Accounts receivable, net $ 17,373,257 Film library 13,000,000 Intangible asset 3,600,000 Total identifiable assets acquired 33,973,257 Goodwill 19,838,743 Net assets acquired $ 53,812,000 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash $ 18,902,000 Fair Value of Additional Purchase Price – Library Account Receivable 1,580,000 Fair Value of Additional Purchase Price – Contracted TV Cash Flow 13,700,000 Fair Value of Additional Purchase Price – % of Film Cash Flow 630,000 Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow 2,300,000 Fair Value of Additional Purchase Price – Development Slate Cash Flow 5,200,000 Fair Value of Additional Purchase Price – CSS AVOD Equity Put 11,500,000 Total Estimated Purchase Price $ 53,812,000 |
Business Combination, Separately Recognized Transactions [Table Text Block] | Year Ended December 31, 2021 Net revenue $ 19,207,115 Net income $ 9,750,510 |
Schedule of Proforma Financial Information [Table Text Block] | Year Ended December 31, 2021 2020 Net revenue $ 116,348,860 $ 83,670,714 Net loss $ (65,184,716) $ (50,611,076) Basic and diluted net loss per share $ (4.34) $ (4.11) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Year Ended December 31, % of 2021 % of revenue 2020 revenue Revenue: VOD and streaming $ 62,630,109 57 % $ 53,761,636 81 % Licensing and other 47,765,357 43 % 12,595,320 19 % Net revenue $ 110,395,466 100 % $ 66,356,956 100 % |
Contract with Customer, Asset and Liability [Table Text Block] | December 31, December 31, 2021 2020 Accounts receivable, net $ 25,818,447 $ 14,588,684 Contract assets (included in accounts receivable) 34,395,360 11,408,263 Total accounts receivable, net $ 60,213,807 $ 25,996,947 Deferred revenue (included in other liabilities) $ 1,536,687 $ 590,624 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 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, 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 Granted 847,213 20.68 Forfeited (14,958) 16.20 Exercised (a) (586,166) 7.26 Expired — — Outstanding at December 31, 2021 1,377,339 $ 16.13 3.67 $ 2,579,201 Vested and exercisable at December 31, 2020 881,253 $ 7.69 1.91 $ 10,839,276 Vested and exercisable at December 31, 2021 648,119 $ 11.64 2.77 $ 2,407,521 (a) During the year ended December 31, 2021, 184,550 stock options were exercised and converted to 121,255 shares of Class A Common Stock via the cashless exercise option. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, Weighted Average Assumptions: 2021 2020 Expected dividend yield 0.0 % 0.0 % Expected equity volatility 62.0 % 56.5 % Expected term (years) 5 5 Risk-free interest rate 1.29 % 2.05 % Exercise price per stock option $ 16.13 $ 8.13 Market price per share $ 16.13 $ 7.80 Weighted average fair value per stock option $ 8.66 $ 3.76 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Year Ended December 31, 2021 2020 Net loss available to common stockholders $ (59,419,724) $ (44,552,353) Basic weighted-average common shares outstanding 15,018,421 12,301,185 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 15,018,421 12,301,185 Basic and diluted loss per share $ (3.96) $ (3.62) Anti-dilutive stock options and warrants 3,440,866 800,041 |
Content Assets (Tables)
Content Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Entertainment [Abstract] | |
Schedule of content assets | December 31, December 31, 2021 2020 Original productions: Programming costs released $ 25,669,921 $ 22,986,486 In production 562,808 — In development 6,662,591 4,639,169 Accumulated amortization (a) (23,268,306) (12,298,648) Programming costs, net 9,627,014 15,327,007 Film library: Film library acquisition costs 134,463,191 78,330,094 Accumulated amortization (b) (80,847,748) (43,090,959) Film library costs, net 53,615,443 35,239,135 Licensed program rights: Programming rights 1,209,362 1,209,362 Accumulated amortization (806,423) (755,186) Programming rights, net 402,939 454,176 Content assets, net $ 63,645,396 $ 51,020,318 (a) As of December 31, 2021 and 2020. accumulated amortization includes impairment expense of $6,049,631 and $2,213,032 , respectively. (b) As of December 31, 2021 and 2020, accumulated amortization includes impairment expense of $3,745,223 and $1,760,846 , respectively. |
Schedule of programming costs amortization | December 31, 2021 2020 Original productions $ 4,920,027 $ 402,681 Film library 34,011,566 23,309,647 Licensed program rights 51,237 254,125 Content asset impairment 9,794,854 3,973,878 Total programming amortization expense $ 48,777,684 $ 27,940,331 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortizable intangible assets, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Impairment Amount December 31, 2021: Acquired customer base $ 2,290,241 $ 1,545,913 $ 744,328 $ — Crackle Plus content rights 1,708,270 1,494,736 — 213,534 Crackle Plus brand value 18,807,004 7,052,626 — 11,754,378 Crackle Plus partner agreements 4,005,714 2,103,000 — 1,902,714 Distribution network 3,600,000 700,000 — 2,900,000 Locomotive contractual rights 1,356,868 92,403 — 1,264,465 Non-compete agreement 530,169 530,169 — — Website development 389,266 389,266 — — Total $ 32,687,532 $ 13,908,113 $ 744,328 $ 18,035,091 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 Plus 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] | As of December 31, 2021 amortization expense for the next 5 years is expected be: 2022 $ 5,353,680 2023 5,140,147 2024 3,847,030 2025 2,686,715 2026 1,007,519 Total $ 18,035,091 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, December 31, 2021 2020 Chicken Soup for the Soul Brand $ 5,000,000 $ 5,000,000 Popcornflix Brand 7,163,943 7,163,943 Total $ 12,163,943 $ 12,163,943 |
Schedule of Goodwill [Table Text Block] | December 31, 2021 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 1,236,760 $ 1,300,319 Acquisitions — 19,838,743 — Accumulated impairment losses — — (1,300,319) Total $ 18,911,027 $ 21,075,503 $ — December 31, 2020 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 1,236,760 $ 1,300,319 Acquisitions — — — Accumulated impairment losses — — — Total $ 18,911,027 $ 1,236,760 $ 1,300,319 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, December 31, 2021 2020 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving Loan 17,585,699 — Film Acquisition Advance 6,196,909 8,659,136 Revolving Credit Facility — 2,500,000 Total debt 56,678,508 44,055,036 Less: debt issuance costs 1,402,880 1,798,433 Less: current portion 6,196,909 2,500,000 Total long-term debt $ 49,078,719 $ 39,756,603 |
Schedule of aggregate maturities of long-term debt | 2022 $ 6,196,909 2023 — 2024 17,585,699 2025 32,895,900 $ 56,678,508 |
Put Option Obligation (Tables)
Put Option Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash $ 18,902,000 Fair Value of Additional Purchase Price – Library Account Receivable 1,580,000 Fair Value of Additional Purchase Price – Contracted TV Cash Flow 13,700,000 Fair Value of Additional Purchase Price – % of Film Cash Flow 630,000 Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow 2,300,000 Fair Value of Additional Purchase Price – Development Slate Cash Flow 5,200,000 Fair Value of Additional Purchase Price – CSS AVOD Equity Put 11,500,000 Total Estimated Purchase Price $ 53,812,000 |
CSS AVOD Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | December 31, 2021 Put Option Obligation $ 11,400,000 Noncontrolling Interests 95,592 Total $ 11,495,592 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Warrants | Warrant activity as of December 31, 2021 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2020 Exercised (a) at December 31, 2021 Price Term (Yrs.) Class W 622,622 (96,260) 526,362 $ 7.50 1.50 Class Z 180,618 (57,509) 123,109 12.00 2.50 CSSE Class I 800,000 — 800,000 8.13 2.37 CSSE Class II 1,200,000 — 1,200,000 9.67 2.37 CSSE Class III-A 380,000 — 380,000 11.61 2.37 CSSE Class III-B 1,620,000 — 1,620,000 11.61 2.37 Total 4,803,240 (153,769) 4,649,471 $ 10.06 2.27 (a) As of December 31, 2021, 117,244 warrants were exercised and converted to 83,463 shares of Class A Common Stock via the cashless exercise option. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2021 2020 Current provision: States $ 66,000 $ 99,000 Total current provision $ 66,000 $ 99,000 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2021 2020 Federal statutory rate of 21% (21.00) % (21.00) % Increase (decrease) resulting from: Crackle amortization 0.21 % 7.88 % State and local taxes 0.46 % (0.23) % Programming costs 10.99 % 1.73 % Share-based compensation - long-term incentive plan 1.41 % 0.61 % Film library 8.32 % 10.97 % Allowance for doubtful accounts (0.24) % (0.31) % Other (0.15) % 0.02 % Effect of valuation allowance related to prior year net operating loss — % 0.33 % Actual tax provision 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 14,503,000 $ 10,428,000 Acquisition-related costs 539,000 723,000 Film library and other intangibles 16,883,000 11,968,000 Other 337,000 39,000 Less: valuation allowance (31,412,000) (20,003,000) Total deferred tax assets 850,000 3,155,000 Deferred tax liabilities: Programming costs 299,000 2,715,000 Other assets 551,000 440,000 Total deferred tax liabilities 850,000 3,155,000 Net deferred tax asset $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | December 31, December 31, 2021 2020 Due to affiliated companies $ 489,959 $ — Due from affiliated companies — 5,648,652 Total due to/due from affiliated companies $ 489,959 $ 5,648,652 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitment | 2022 $ 39,720,118 2023 26,955,403 2024 1,287,430 2025 1,313,178 2026 1,408,407 2027 - 2031 6,644,546 Total minimum lease and content payments $ 77,329,082 |
Client Concentration (Tables)
Client Concentration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Customers with concentrations in excess of 10% of Net revenue and Gross accounts receivable are as follows: Year Ended December 31, 2021 2020 Customer A 16 % — % |
Accounts Receivable [Member] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Year Ended December 31, Accounts Receivable 2021 2020 Customer A 27 % — % Customer B — % 13 % |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segmentcountry | Dec. 31, 2020USD ($) | |
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 | $ (136,462,244) | $ (77,247,982) |
Net loss | $ (59,419,724) | $ (44,552,353) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Other) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Cash | $ 1,552,052 | |
Provision for doubtful accounts | $ 691,406 | $ 1,571,518 |
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 | |
Useful lives | 3 years | |
Unrecognized tax benefits | $ 0 | 0 |
Advertising expense | $ 4,730,573 | $ 1,383,718 |
Minimum [Member] | ||
Useful lives | 3 years | |
Estimate of useful lives | 3 years | |
Maximum [Member] | ||
Period of ultimate revenue estimated for individual films | 10 years | |
Period of ultimate revenue estimated for acquired film library | 20 years | |
Useful lives | 5 years | |
Estimate of useful lives | 7 years |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 [Member] | Dec. 31, 2021USD ($) |
Right-of-use lease asset | $ 13,500,000 |
Lease liability | $ 13,500,000 |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Dec. 31, 2021 | May 21, 2021 | Dec. 31, 2020 |
Purchase price consideration allocated to fair value of net assets acquired: | |||
Goodwill | $ 39,986,530 | $ 21,448,106 | |
Sonar Entertainment Inc. | |||
Purchase price consideration allocated to fair value of net assets acquired: | |||
Accounts receivable, net | $ 17,373,257 | ||
Film library | 13,000,000 | ||
Intangible asset | 3,600,000 | ||
Total identifiable assets acquired | 33,973,257 | ||
Goodwill | 19,838,743 | ||
Net assets acquired | $ 53,812,000 |
Business Combination - Purcha_2
Business Combination - Purchase Price Consideration Allocation (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash | $ 19,419,204 | |
Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Cash | $ 18,902,000 | |
Total Estimated Purchase Price | 53,812,000 | |
Fair Value of Additional Purchase Price - Library Account Receivable | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 1,580,000 | |
Fair Value of Additional Purchase Price - Contracted TV Cash Flow | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 13,700,000 | |
Fair Value of Additional Purchase Price - % of Film Cash Flow | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 630,000 | |
Fair Value of Additional Purchase Price - % of Non-TV Business Cash Flow | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 2,300,000 | |
Fair Value of Additional Purchase Price - Development Slate Cash Flow | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | 5,200,000 | |
Fair Value of Additional Purchase Price - CSS AVOD Equity Put | Sonar Entertainment Inc. | ||
Business Acquisition [Line Items] | ||
Total Estimated Purchase Price | $ 11,500,000 |
Business Combination (Details)
Business Combination (Details) | Oct. 21, 2021USD ($) | May 21, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Oct. 31, 2021 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.06 | ||||
Cash consideration | $ 19,419,204 | ||||
Contingent consideration | $ 9,764,256 | ||||
Estimated useful lives | 3 years | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 116,348,860 | $ 83,670,714 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (65,184,716) | $ (50,611,076) | |||
Minimum [Member] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Estimated useful lives | 5 years | ||||
Sonar Entertainment Inc. | |||||
Purchase price consideration | $ 53,812,000 | ||||
Cash consideration | $ 18,902,000 | ||||
Contingent consideration | $ 9,764,256 | ||||
Estimated useful lives | 36 months | ||||
CSS AVOD Inc. | |||||
Cash consideration | $ 11,500,000 | 11,500,000 | |||
Contingent consideration | 34,910,000 | ||||
Contingent consideration arrangements, liability paid | $ 8,627,284 | ||||
Percentage of shares of common stock | 5.00% | 5.00% | |||
CSS AVOD Inc. | Put Option | |||||
Cash consideration | $ 11,500,000 | ||||
Percentage of shares of common stock | 5.00% | ||||
CSS AVOD Inc. | Measurement Input Strike Price [Member] | Put Option | |||||
Initial price and strike price | 11,500,000 | ||||
CSS AVOD Inc. | Measurement Input, Option Volatility [Member] | Put Option | |||||
Initial price and strike price | 100 | ||||
CSS AVOD Inc. | Measurement Input, Expected Term [Member] | Put Option | |||||
Initial price and strike price | 1.5 | ||||
CSS AVOD Inc. | Measurement Input Initial Price Assumption [Member] | Put Option | |||||
Initial price and strike price | 125,000 | ||||
Locomotive Global Inc. | |||||
Purchase price consideration | $ 650,000 | ||||
Percentage of shares of common stock | 51.00% | 51.00% |
Business Combination - Sonar's
Business Combination - Sonar's Standalone financial performance (Details) - Sonar Entertainment Inc. | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Net revenue | $ 19,207,115 |
Net income | $ 9,750,510 |
Business Combination - Proforma
Business Combination - Proforma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net revenue | $ 116,348,860 | $ 83,670,714 |
Net loss | $ (65,184,716) | $ (50,611,076) |
Basic net loss per common share | $ (4.34) | $ (4.11) |
Diluted net loss per common share | $ (4.34) | $ (4.11) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 110,395,466 | $ 66,356,956 | |
Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 110,395,466 | $ 66,356,956 | |
Revenue | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 100.00% | 100.00% | |
VOD and streaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 62,630,109 | $ 53,761,636 | |
VOD and streaming | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 57.00% | 81.00% | |
Licensing and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 47,765,357 | $ 12,595,320 | |
Licensing and other | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 43.00% | 19.00% | |
Distribution and Production | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 0 | ||
Television and film distribution | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 28,725,250 |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable, net | $ 25,818,447 | $ 14,588,684 |
Contract assets (included in accounts receivable) | 34,395,360 | 11,408,263 |
Total accounts receivable, net | 60,213,807 | 25,996,947 |
Deferred revenue (included in other liabilities) | $ 1,536,687 | $ 590,624 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)series | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Impairment losses from CSSE contracts with customers | $ 0 | $ 0 | |
Net revenue | $ 110,395,466 | 66,356,956 | |
Contract receivable extension term | 5 years | ||
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true | ||
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false] | true | ||
Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 110,395,466 | 66,356,956 | |
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 | 4,000 | ||
Net revenue | $ 28,725,250 | ||
Film rights relicensed | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 6,537,000 | $ 2,200,000 | |
Minimum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract receivable extension term | 1 year |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | 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 | 1,131,250 | 1,032,500 | |
Number of Stock Options, Options granted | 847,213 | 130,000 | |
Number of Stock Options, Options forfeited | (14,958) | (21,250) | |
Number of Stock Options, Options exercised | (586,166) | (10,000) | |
Number of Stock Options, Total outstanding at the end of the period | 1,377,339 | 1,131,250 | 1,032,500 |
Number of Stock Options, Total vested and exercisable | 648,119 | 881,253 | |
Weighted Average Exercise Price, Beginning of period | $ 8.13 | $ 7.73 | |
Weighted Average Exercise Price, Granted | 20.68 | 11.36 | |
Weighted Average Exercise Price, Forfeited | 16.20 | 8.73 | |
Weighted Average Exercise Price, Exercised | 7.26 | 7.50 | |
Weighted Average Exercise Price, End of period | 16.13 | 8.13 | $ 7.73 |
Weighted Average Exercise Price, Vested and Exercisable | $ 11.64 | $ 7.69 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 8 months 1 day | 2 years 7 months 28 days | 3 years 3 months 29 days |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 2 years 9 months 7 days | 1 year 10 months 28 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 13,417,900 | $ 576,000 | |
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 2,579,201 | 13,417,900 | $ 576,000 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 2,407,521 | $ 10,839,276 | |
Stock options were exercised | 184,550 | ||
Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Converted shares | 121,255 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation assumptions: | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 62.00% | 56.50% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 1.29% | 2.05% |
Exercise price per stock option | $ 16.13 | $ 8.13 |
Market price per share | 16.13 | 7.80 |
Weighted average fair value per stock option | $ 8.66 | $ 3.76 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock equivalents authorized under Plan | 2,500,000 | |||||
Unrecognized pre-tax compensation expense | $ 8,022,735 | |||||
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 | $ 1,447,773 | $ 3,101,932 | $ 3,473,030 | |||
Straight-line [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | 2,684,307 | $ 921,115 | ||||
Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 2,563,500 | $ 210,400 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss available to common stockholders | $ (59,419,724) | $ (44,552,353) |
Basic weighted-average shares outstanding | 15,018,421 | 12,301,185 |
Weighted-average diluted common shares outstanding | 15,018,421 | 12,301,185 |
Basic loss per share | $ (3.96) | $ (3.62) |
Diluted loss per share | $ (3.96) | $ (3.62) |
Stock Options And Warrants [Member] | ||
Dilutive effect of options and warrants | 3,440,866 | 800,041 |
Content Assets (Details)
Content Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Entertainment [Abstract] | ||
Programming costs released | $ 25,669,921 | $ 22,986,486 |
In production | 562,808 | |
In development | 6,662,591 | 4,639,169 |
Accumulated amortization | (23,268,306) | (12,298,648) |
Programming costs, net | 9,627,014 | 15,327,007 |
Film library acquisition costs | 134,463,191 | 78,330,094 |
Accumulated amortization | (80,847,748) | (43,090,959) |
Net film library costs | 53,615,443 | 35,239,135 |
Programming rights | 1,209,362 | 1,209,362 |
Accumulated amortization | (806,423) | (755,186) |
Programming rights, net | 402,939 | 454,176 |
Content assets, net | 63,645,396 | 51,020,318 |
Television Programming Costs Impairment, Original Productions | 6,049,631 | 2,213,032 |
Television Programming Costs Impairment, Acquired Film Library | $ 3,745,223 | $ 1,760,846 |
Content Assets - Amortization -
Content Assets - Amortization - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Entertainment [Abstract] | ||
Original productions | $ 4,920,027 | $ 402,681 |
Film library | 34,011,566 | 23,309,647 |
Licensed program rights | 51,237 | 254,125 |
Content asset impairment | 9,794,854 | 3,973,878 |
Total programming amortization expense | $ 48,777,684 | $ 27,940,331 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Indefinite lived Intangible assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite lived intangible assets | $ 12,163,943 | $ 12,163,943 |
Popcornflix film rights and other assets | ||
Indefinite lived intangible assets | 7,163,943 | 7,163,943 |
CSS | ||
Indefinite lived intangible assets | $ 5,000,000 | $ 5,000,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Finite-lived (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets | $ 39,986,530 | $ 21,448,106 |
Gross Carrying Amount | 32,687,532 | 27,730,664 |
Accumulated Amortization | 13,908,113 | 8,360,174 |
Impairment | 744,328 | |
Net Carrying Amount | 18,035,091 | 19,370,490 |
Acquired customer base | ||
Gross Carrying Amount | 2,290,241 | 2,290,241 |
Accumulated Amortization | 1,545,913 | 1,087,865 |
Impairment | 744,328 | |
Net Carrying Amount | 1,202,376 | |
Non-compete agreement | ||
Gross Carrying Amount | 530,169 | 530,169 |
Accumulated Amortization | 530,169 | 419,717 |
Net Carrying Amount | 110,452 | |
Website Development | ||
Gross Carrying Amount | 389,266 | 389,266 |
Accumulated Amortization | 389,266 | 259,510 |
Net Carrying Amount | 129,756 | |
Crackle Plus content rights | ||
Gross Carrying Amount | 1,708,270 | 1,708,270 |
Accumulated Amortization | 1,494,736 | 925,313 |
Net Carrying Amount | 213,534 | 782,957 |
Crackle Plus brand value | ||
Gross Carrying Amount | 18,807,004 | 18,807,004 |
Accumulated Amortization | 7,052,626 | 4,365,912 |
Net Carrying Amount | 11,754,378 | 14,441,092 |
Crackle Plus partner agreements | ||
Gross Carrying Amount | 4,005,714 | 4,005,714 |
Accumulated Amortization | 2,103,000 | 1,301,857 |
Net Carrying Amount | 1,902,714 | $ 2,703,857 |
Distribution network | ||
Gross Carrying Amount | 3,600,000 | |
Accumulated Amortization | 700,000 | |
Net Carrying Amount | 2,900,000 | |
Locomotive contractual rights | ||
Gross Carrying Amount | 1,356,868 | |
Accumulated Amortization | 92,403 | |
Net Carrying Amount | $ 1,264,465 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 5,353,680 | |
2023 | 5,140,147 | |
2024 | 3,847,030 | |
2025 | 2,686,715 | |
2026 | 1,007,519 | |
Amortization expense | $ 18,035,091 | $ 19,370,490 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | May 21, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | $ 39,986,530 | $ 21,448,106 | ||
Sonar Entertainment Inc. | ||||
Goodwill | $ 19,838,743 | |||
Online networks | ||||
Goodwill | 18,911,027 | 18,911,027 | $ 18,911,027 | |
Distribution and Production | ||||
Goodwill | 21,075,503 | 1,236,760 | 1,236,760 | |
Acquisitions | 19,838,743 | |||
SVOD | ||||
Goodwill | $ 1,300,319 | $ 1,300,319 | ||
Accumulated impairment losses | $ (1,300,319) |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization expense | $ 5,547,939 | $ 16,081,461 |
Impairment of intangible assets | 744,328 | |
SVOD | ||
Impairment of goodwill | 1,300,319 | |
Acquired customer base | ||
Impairment of intangible assets | $ 744,328 |
Debt - Schedule (Details)
Debt - Schedule (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total debt | $ 56,678,508 | $ 44,055,036 |
Less: debt issuance costs | 1,402,880 | 1,798,433 |
Less: current portion | 6,196,909 | 2,500,000 |
Total long-term debt | 49,078,719 | 39,756,603 |
Revolving credit facility | ||
Total debt | 2,500,000 | |
Revolving Loan. | ||
Total debt | 17,585,699 | |
9.50% Notes Due 2025 July Notes [Member] | ||
Total debt | 32,895,900 | 32,895,900 |
Film Acquisition Advance [Member] | ||
Total debt | $ 6,196,909 | $ 8,659,136 |
Debt - Future principal payment
Debt - Future principal payments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 6,196,909 | |
2024 | 17,585,699 | |
2025 | 32,895,900 | |
Total debt | $ 56,678,508 | $ 44,055,036 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | May 21, 2021 | Mar. 03, 2021 | Jan. 20, 2021 | Aug. 27, 2020 | Jul. 23, 2020 | Jul. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 22, 2020 | Aug. 05, 2020 | Oct. 11, 2019 |
Loss on debt extinguishment | $ (169,219) | |||||||||||
Private Placement [Member] | ||||||||||||
Proceeds from issuance of common stock | $ 21,374,994 | |||||||||||
Revolving credit facility | ||||||||||||
Original principal amount | $ 5,000,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Repayments of commercial loan | $ 2,500,000 | $ 2,500,000 | ||||||||||
Revolving Loan. | ||||||||||||
Interest rate | 0.75% | |||||||||||
Revolving Loan. | LIBOR | ||||||||||||
Interest rate | 4.00% | |||||||||||
Revolving Loan. | Midcap Financial Trust, Credit Agreement | ||||||||||||
Original principal amount | $ 20,000,000 | $ 10,000,000 | ||||||||||
Amount withdrawn | $ 18,272,931 | |||||||||||
Percentage of loan available with respect to borrowing base | 85.00% | |||||||||||
Unused line fee percentage | 0.50% | |||||||||||
Collateral management fee percentage | 0.504% | |||||||||||
Minimum cash liquidity | $ 6,000,000 | |||||||||||
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 | $ 20,995,000 | |||||||||||
Payment of preferred stock issuance costs | 1,105,000 | |||||||||||
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 | $ 2,616,313 | |||||||||||
Commercial Loan | ||||||||||||
Repayments of commercial loan | $ 13,333,333 | |||||||||||
Common Class A | ||||||||||||
Proceeds from issuance of common stock | $ 95,310,813 | $ 5,899,623 |
Put Option Obligation (Details)
Put Option Obligation (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 19,419,204 | |
CSS AVOD Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of shares of common stock | 5.00% | 5.00% |
Cash consideration | $ 11,500,000 | $ 11,500,000 |
Notice period | 60 days | |
Election period | 3 years | |
CSS AVOD Inc. | Put Option | ||
Business Acquisition [Line Items] | ||
Open Option Contracts Written, at Fair Value | $ 11,495,592 | |
CSS AVOD Inc. | Put Option | Parent | ||
Business Acquisition [Line Items] | ||
Open Option Contracts Written, at Fair Value | 11,400,000 | |
CSS AVOD Inc. | Put Option | Noncontrolling Interests | ||
Business Acquisition [Line Items] | ||
Open Option Contracts Written, at Fair Value | $ 95,592 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Sep. 08, 2021USD ($)shares | Jul. 07, 2021USD ($)$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Jan. 13, 2021shares | Dec. 31, 2021USD ($)Votedirector$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Oct. 31, 2021 | Oct. 21, 2021 | Sep. 07, 2021 |
Stock Repurchase Program, Authorized Amount | $ 7,430,322 | ||||||||
Market price per share | $ / shares | $ 16.13 | $ 7.80 | |||||||
Stock Repurchased During Period, Value | $ 20,000,000 | ||||||||
Purchase | 6,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | 95,310,813 | $ 5,899,623 | |||||||
Locomotive Global Inc. | |||||||||
Percentage of shares of common stock | 51.00% | 51.00% | |||||||
Private Placement [Member] | |||||||||
Market price per share | $ / shares | $ 22 | ||||||||
Shares issued | shares | 1,022,727 | ||||||||
Proceeds from Issuance of Common Stock | $ 21,374,994 | ||||||||
At The Market Offering [Member] | |||||||||
Proceeds from sale of stock | $ 3,435,819 | ||||||||
Dividend percentage (as a percent) | 9.75% | ||||||||
Public offerings [Member] | |||||||||
Shares issued | shares | 1,875,000 | ||||||||
Common stock at a price | $ / shares | $ 40 | ||||||||
Gross proceeds | $ 70,500,000 | ||||||||
Common Units [Member] | |||||||||
Shares issued | shares | 25,000 | ||||||||
Purchase | $ 6,000,000 | ||||||||
Common Class A | |||||||||
Proceeds from Issuance of Common Stock | $ 95,310,813 | $ 5,899,623 | |||||||
Common stock voting rights | one | ||||||||
Number of votes per share | Vote | 1 | ||||||||
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] | |||||||||
Shares issued | shares | 126,000 | ||||||||
Common Class B | |||||||||
Number of votes per share | Vote | 10 | ||||||||
Series A Preferred Stock | |||||||||
Shares issued | shares | 1,600,000 | ||||||||
Crackle Plus Entity [Member] | |||||||||
Common ownership percent | 100.00% | 49.00% | |||||||
Landmark Studios Group | |||||||||
Noncontrolling interests percent | 78.50% | 53.50% | |||||||
Stock Repurchase Program | Common Class A | |||||||||
Stock Repurchased During Period, Shares | shares | 870,267 | ||||||||
Market price per share | $ / shares | $ 14.44 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 12 Months Ended |
Dec. 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 | (153,769) |
Class of Warrant or Right, Outstanding | 4,649,471 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.06 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 3 months 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 | (96,260) |
Class of Warrant or Right, Outstanding | 526,362 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.50 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 1 year 6 months |
Class Z [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 180,618 |
Class of Warrant or Right, Exercised | (57,509) |
Class of Warrant or Right, Outstanding | 123,109 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 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 | 2 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 | 2 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 | 2 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 | 2 years 4 months 13 days |
Common Class A | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Exercised | (117,244) |
Common Class A | Class W [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 83,463 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision (benefit): | ||
States | $ 66,000 | $ 99,000 |
Total current provision | $ 66,000 | $ 99,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate of 21% | $ 21 | $ 21 |
Federal statutory rate of 21% | (21.00%) | (21.00%) |
Increase (decrease) resulting from: | ||
Crackle amortization | 0.21% | 7.88% |
State and local taxes | 0.46% | (0.23%) |
Programming costs | 10.99% | 1.73% |
Share-based compensation - long-term incentive plan | 1.41% | 0.61% |
Film library | 8.32% | 10.97% |
Allowance for doubtful accounts | (0.24%) | (0.31%) |
Other | (0.15%) | 0.02% |
Effect of valuation allowance related to prior year net operating loss | 0.33% | |
Actual tax provision | 0.00% | 0.00% |
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 | $ 14,503 | $ 10,428 |
Acquisition-related costs | 539 | 723 |
Film library and other intangibles | 16,883 | 11,968 |
Other | 337 | 39 |
Less: valuation allowance | (31,412) | (20,003) |
Total Deferred Tax Assets | 850 | 3,155 |
Deferred Tax Liabilities: | ||
Programming costs | 299 | 2,715 |
Other assets | 551 | 440 |
Total deferred tax liabilities | 850 | 3,155 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Net operating losses | $ 53,951,000 | |
Operating loss carryforwards with no expiration | $ 43,108,000 | |
Percentage of operating loss carryforwards offset on taxable income | 80.00% | |
Deferred tax asset valuation allowance | $ 11,490,000 | $ 8,760,000 |
Tax Year 2031 to 2037 | ||
Net operating losses | $ 10,843,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to affiliated companies | $ 489,959 | |
Due from affiliated companies | $ 5,648,652 | |
Total due to/due from affiliated companies | $ 489,959 | $ 5,648,652 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Quarterly management fees as a percent of net revenue | 5.00% | |
Management And License Fees | $ 11,039,547 | $ 6,635,696 |
Period prior to end of current term that notice must be received to terminate | 90 days | |
CSS | ||
Related Party Transaction [Line Items] | ||
Percentage of voting interest by parent | 91.00% | |
Management Agreement | ||
Related Party Transaction [Line Items] | ||
Management fee expense | $ 5,519,774 | 3,317,848 |
Agreement term | 5 years | |
Agreement renewal term | 1 year | |
CSS | ||
Related Party Transaction [Line Items] | ||
License and marketing support fee expense | $ 5,519,773 | $ 3,317,848 |
CSS | License Agreement | ||
Related Party Transaction [Line Items] | ||
Quarterly license fee as a percent of net revenue | 4 | |
Quarterly marketing fees as a percent of net revenue | 1.00% | |
Minority Shareholders Of Subsidiary | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 6,070,312 | |
Due from related parties | $ 6,363,951 | |
Common Class B | CSS | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interests percent | 100.00% | |
Common Stock | CSS | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interests percent | 49.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 39,720,118 |
2023 | 26,955,403 |
2024 | 1,287,430 |
2025 | 1,313,178 |
2026 | 1,408,407 |
2027 - 2031 | 6,644,546 |
Total minimum lease and content payments | $ 77,329,082 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Rent expense | $ 2,005,300 | $ 1,807,769 | |
Programming obligations | 1,641,250 | 4,697,316 | |
Contingent consideration | 9,764,256 | ||
Cash consideration | 19,419,204 | ||
Content Acquisition, Licensing And Production [Member] | |||
content obligation | 38,638,445 | 25,849,529 | |
Library acquisition | 24,673,866 | 8,616,562 | |
Programming obligations | 1,641,250 | 4,697,316 | |
Other Commitment | 12,323,329 | $ 12,535,651 | |
Sonar Entertainment Inc. | |||
Contingent consideration | 9,764,256 | ||
Cash consideration | $ 18,902,000 | ||
CSS AVOD Inc. | |||
Contingent consideration | 34,910,000 | ||
Cash consideration | $ 11,500,000 | $ 11,500,000 | |
Percentage of shares of common stock | 5.00% | 5.00% |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Details) | 12 Months Ended | |
Dec. 31, 2021segmentcountry | Dec. 31, 2020 | |
Number of reportable segments | segment | 1 | |
Number Of Countries And Territories Worldwide | country | 56 | |
Sales Revenue, Net [Member] | UNITED STATES | Customer Concentration Risk [Member] | ||
Concentration risk percentage | 78.00% | 99.00% |
Client Concentration (Details)
Client Concentration (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 27.00% | |
Customer A [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk, Percentage | 16.00% | |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 13.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 04, 2022 | Mar. 04, 2022 | Dec. 31, 2021 | Feb. 28, 2022 | Feb. 08, 2022 | May 21, 2021 |
Subsequent Event [Line Items] | ||||||
Cash consideration | $ 19,419,204 | |||||
Revolving Loan. | Midcap Financial Trust, Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 10,000,000 | $ 20,000,000 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Authorized amount of stock repurchase program | 10,000,000 | |||||
Subsequent Event | 1091 Media, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price consideration | $ 15,550,000 | |||||
Cash consideration | $ 8,000,000 | |||||
Equity consideration | $ 2,000,000 | |||||
Subsequent Event | Revolving Loan. | Midcap Financial Trust, Credit Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 30,000,000 | |||||
Subsequent Event | Series A Preferred Stock | 1091 Media, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Share Price | $ 25 | |||||
Subsequent Event | Common Class A | 1091 Media, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Share Price | $ 14.80 | |||||
Number of shares issued | 375,000 |