Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001679063 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false | |
Common Class A And Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,777,429 | |
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 | 7,122,923 | |
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 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 9.50% Notes Due 2025 | |
Security Exchange Name | NASDAQ | |
Trading Symbol | CSSEN |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash, cash equivalents and restricted cash | $ 21,499,311 | $ 44,286,105 |
Accounts receivable, net of allowance for doubtful accounts of $785,497, and $786,830, respectively | 66,224,566 | 60,213,807 |
Prepaid expenses and other current assets | 3,043,049 | 1,904,273 |
Due from affiliated companies | 684,946 | |
Operating lease right-of-use assets | 8,385,948 | |
Content assets, net | 86,816,164 | 63,645,396 |
Intangible assets, net | 21,649,516 | 18,035,091 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Goodwill | 44,906,055 | 39,986,530 |
Other assets, net | 5,570,677 | 5,190,954 |
Total assets | 270,944,175 | 245,426,099 |
LIABILITIES AND EQUITY | ||
Accounts payable and accrued other expenses | 43,836,814 | 34,984,226 |
Due to affiliated companies | 489,959 | |
Programming obligations | 15,570,000 | 1,641,250 |
Film library acquisition obligations | 19,139,499 | 24,673,866 |
Accrued participation costs | 18,118,463 | 12,323,329 |
Film acquisition advances | 12,970,779 | 6,196,909 |
Revolving loan | 22,035,713 | 17,585,699 |
9.50% Notes due 2025, net of deferred issuance costs of $1,303,991 and $1,402,880, respectively | 31,591,909 | 31,493,020 |
Contingent consideration | 6,639,061 | 9,764,256 |
Put option obligation | 11,400,000 | 11,400,000 |
Operating lease liabilities | 9,799,043 | |
Other liabilities | 5,481,387 | 3,274,432 |
Total liabilities | 196,582,668 | 153,826,946 |
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; 3,830,378 and 3,698,318 shares issued and outstanding, respectively; redemption value of $95,759,450 and $92,457,950, respectively | 383 | 370 |
Additional paid-in capital | 245,978,573 | 240,609,345 |
Deficit | (150,589,204) | (136,462,244) |
Accumulated other comprehensive loss | (18) | 571 |
Class A common stock held in treasury, at cost (1,721,608 and 944,502 shares, respectively) | (21,786,509) | (13,202,407) |
Total stockholders' equity | 73,604,936 | 90,947,300 |
Noncontrolling interests | 756,571 | 651,853 |
Total equity | 74,361,507 | 91,599,153 |
Total liabilities and equity | 270,944,175 | 245,426,099 |
Common Class A | ||
Stockholders' Equity: | ||
Common stock value | 945 | 899 |
Common Class B | ||
Stockholders' Equity: | ||
Common stock value | $ 766 | $ 766 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable | $ 785,497 | $ 786,830 |
Deferred Costs | $ 1,303,991 | $ 1,402,880 |
Interest rate | 9.50% | 9.50% |
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 | 3,830,378 | 3,698,318 |
Preferred Stock, Shares Outstanding | 3,830,378 | 3,698,318 |
Preferred Stock, Redemption Amount | $ 95,759,450 | $ 92,457,950 |
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 | 9,423,330 | 8,964,330 |
Common Stock, Shares, Outstanding | 7,701,722 | 8,019,828 |
Treasury Stock, Common, Shares | 1,721,608 | 944,502 |
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 |
Condensed Condensed Consolidate
Condensed Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Net revenue | $ 29,206,197 | $ 23,196,842 |
Cost of revenue | 22,575,408 | 16,242,934 |
Gross profit | 6,630,789 | 6,953,908 |
Operating expenses: | ||
Selling, general and administrative | 12,816,520 | 9,234,819 |
Amortization and depreciation | 1,648,258 | 1,238,027 |
Management and license fees | 2,920,620 | 2,319,684 |
Total operating expenses | 17,385,398 | 12,792,530 |
Operating loss | (10,754,609) | (5,838,622) |
Interest expense | 1,310,459 | 1,087,944 |
Other non-operating income, net | (201,792) | (570) |
Loss before income taxes and preferred dividends | (11,863,276) | (6,925,996) |
Provision for income taxes | 20,000 | 14,000 |
Net loss before noncontrolling interests and preferred dividends | (11,883,276) | (6,939,996) |
Net loss attributable to noncontrolling interests | (38,385) | |
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc. | (11,844,891) | (6,939,996) |
Less: preferred dividends | 2,282,069 | 2,253,385 |
Net loss available to common stockholders | $ (14,126,960) | $ (9,193,381) |
Net loss per common share: | ||
Basic | $ (0.92) | $ (0.67) |
Diluted | $ (0.92) | $ (0.67) |
Weighted-average common shares outstanding: | ||
Basic | 15,331,743 | 13,635,759 |
Diluted | 15,331,743 | 13,635,759 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (11,883,276) | $ (6,939,996) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (1,604) | |
Comprehensive loss attributable to noncontrolling interests | 1,015 | |
Comprehensive loss | $ (11,883,865) | $ (6,939,996) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Common Class ACommon Stock1091 Media, LLC | Common Class ACommon Stock | Common Class BCommon Stock | Preferred Stock1091 Media, LLC | Preferred Stock | Additional Paid-in Capital1091 Media, LLC | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Gain Income | Treasury Stock | Subsidiary convertible Preferred Stock | Noncontrolling InterestsLocomotive Global Inc. | Noncontrolling Interests | Locomotive Global Inc. | 1091 Media, LLC | Total |
Balance at Dec. 31, 2020 | $ 516 | $ 766 | $ 210 | $ 106,425,548 | $ (77,247,982) | $ (632,729) | $ 36,350,000 | $ 205,462 | $ 65,101,791 | |||||||
Balance (in shares) at Dec. 31, 2020 | 5,157,053 | 7,654,506 | 2,098,318 | |||||||||||||
Share based compensation - stock options | 200,594 | 200,594 | ||||||||||||||
Share based compensation - common stock | 31,250 | 31,250 | ||||||||||||||
Issuance of common stock | $ 112 | 23,858,435 | 23,858,547 | |||||||||||||
Issuance of common stock (in shares) | 1,122,727 | |||||||||||||||
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 | $ 8 | (8) | ||||||||||||||
Stock options exercised (in shares) | 77,415 | |||||||||||||||
Warrant exercises - Class W and Z | $ 4 | (4) | ||||||||||||||
Warrant exercises - Class W and Z (in shares) | 43,571 | |||||||||||||||
Dividends on preferred stock | (2,253,385) | (2,253,385) | ||||||||||||||
Elimination of noncontrolling interests | 205,462 | (205,462) | ||||||||||||||
Net loss | (6,939,996) | (6,939,996) | ||||||||||||||
Balance at Mar. 31, 2021 | $ 640 | $ 766 | $ 370 | 166,865,655 | (86,235,901) | (632,729) | 79,998,801 | |||||||||
Balance (in shares) at Mar. 31, 2021 | 6,400,766 | 7,654,506 | 3,698,318 | |||||||||||||
Balance at Dec. 31, 2021 | $ 899 | $ 766 | $ 370 | 240,609,345 | (136,462,244) | (13,202,407) | 571 | 651,853 | 91,599,153 | |||||||
Balance (in shares) at Dec. 31, 2021 | 8,964,330 | 7,654,506 | 3,698,318 | |||||||||||||
Share based compensation - stock options | 933,047 | 933,047 | ||||||||||||||
Share based compensation - common stock | 63,750 | 63,750 | ||||||||||||||
Issuance of Preferred stock, net | $ 5 | 1,288,734 | 1,288,739 | |||||||||||||
Issuance of Preferred stock, net (in shares) | 52,060 | |||||||||||||||
Purchase of treasury stock | (8,584,102) | (8,584,102) | ||||||||||||||
Acquisition of subsidiary noncontrolling interest | $ 8 | |||||||||||||||
Acquisition of subsidiary noncontrolling interest | (2,200,008) | (2,200,000) | ||||||||||||||
Acquisition of subsidiary noncontrolling interest (in shares) | 84,000 | |||||||||||||||
Shares issued as part purchase consideration in business acquisition | $ 38 | $ 8 | $ 5,283,705 | $ 5,283,751 | ||||||||||||
Shares issued as part purchase consideration in business acquisition (in shares) | 375,000 | 80,000 | ||||||||||||||
Business combination | $ 144,118 | $ 144,118 | ||||||||||||||
Dividends on preferred stock | (2,282,069) | (2,282,069) | ||||||||||||||
Net income (loss) attributable to noncontrolling interest | (38,385) | (38,385) | ||||||||||||||
Other comprehensive gain, net | $ (1,604) | (1,604) | ||||||||||||||
Comprehensive loss attributable to noncontrolling interests | $ 1,015 | (1,015) | 1,015 | |||||||||||||
Net loss | (11,844,891) | (11,844,891) | ||||||||||||||
Balance at Mar. 31, 2022 | $ 945 | $ 766 | $ 383 | $ 245,978,573 | $ (150,589,204) | $ (21,786,509) | $ (18) | $ 756,571 | $ 74,361,507 | |||||||
Balance (in shares) at Mar. 31, 2022 | 9,423,330 | 7,654,506 | 3,830,378 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from Operating Activities: | ||
Net loss | $ (11,883,276) | $ (6,939,996) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 996,797 | 231,844 |
Content asset amortization | 4,878,232 | 9,134,528 |
Amortization of deferred financing costs | 149,069 | 98,889 |
Amortization and depreciation of intangibles, property and equipment | 2,004,073 | 1,621,360 |
Bad debt and video return expense | 581,834 | 694,212 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (1,915,460) | (1,552,003) |
Prepaid expenses and other assets | (950,440) | (229,653) |
Content assets | (24,906,339) | (10,665,762) |
Accounts payable, accrued expenses and other payables | 1,638,507 | (1,087,368) |
Film library acquisition and programming obligations | 8,394,383 | 4,345,165 |
Accrued participation costs | 5,795,134 | (5,006,136) |
Other liabilities | 2,170,050 | 1,089,986 |
Net cash used in operating activities | (13,047,436) | (8,264,934) |
Cash flows from Investing Activities: | ||
Expenditures for property and equipment | (612,813) | (123,351) |
Business combination, net of cash acquired | (6,672,474) | |
(Increase) decrease in due from affiliated companies | (684,946) | 1,259,274 |
Net cash (used in) provided by investing activities | (7,970,233) | 1,135,923 |
Cash flows from Financing Activities: | ||
Principal payments on debt | (22,130) | (4,963,962) |
Repurchase of common stock | (8,584,102) | |
Payment of contingent consideration | (2,100,195) | |
Acquisition of subsidiary noncontrolling interest | (750,000) | |
Proceeds from revolving loan, net | 4,350,014 | |
Proceeds from film acquisition advance | 6,796,000 | |
Proceeds from issuance of Series A preferred stock, net | 1,288,739 | |
Decrease in due to affiliated companies | (489,959) | |
Dividends paid to preferred stockholders | (2,255,888) | (1,928,425) |
Net cash (used in) provided by financing activities | (1,767,521) | 16,966,160 |
Effect of foreign exchanges on cash, cash equivalents and restricted cash | (1,604) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (22,786,794) | 9,837,149 |
Cash, cash equivalents and restricted cash at beginning of period | 44,286,105 | 14,732,726 |
Cash, cash equivalents and restricted cash at end of the period | 21,499,311 | 24,569,875 |
Supplemental data: | ||
Cash paid for interest | 1,151,636 | 1,470,015 |
Non-cash investing activities: | ||
Property and equipment in accounts payable and accrued expenses | 410,935 | $ 251,914 |
Non-cash financing activities: | ||
Class A common stock and additional consideration for acquisition of noncontrolling interest | $ 2,228,680 | |
Preferred stock issued for Crackle Plus acquisition | 40,000,000 | |
Common Class A | ||
Cash flows from Financing Activities: | ||
Proceeds from issuance of common stock | $ 23,858,547 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2022 | |
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 streaming services, 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 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 March 31, 2022, the Company has a deficit of $150,589,204 and for the three months ended March 31, 2022, the Company had a net loss attributable to common stockholders of $14,126,960. The Company does not expect to continue to incur net losses at this level for 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 for the remainder of 2022 as it continues to invest in and scale its AVOD networks, distributed film library and original productions. 2021 was 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 of a new ad-supported streaming service Chicken Soup for the Soul AVOD in the first quarter of 2022, as well as the acquisition of 1091 Pictures. This strategic shift, in scale and capabilities, will support the Company’s future grow both domestically and internationally. The Company believes that with the cash on hand, together with equity and debt offerings, and film financings, if necessary, should be adequate to meet the Company’s operational cash requirements, 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 the Company’s credit worthiness. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed consolidated financial statements of Chicken Soup for the Soul Entertainment, Inc. have been prepared in conformity with accounting principles generally accepted in the United States and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results for a full year. Certain prior year amounts have been reclassified to conform to the current year presentation. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, estimated film ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for deferred income taxes and amortization of programming and film library costs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments and estimates. Actual results may differ from these estimates. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, except for the adoption of ASU 2016-02, Leases (Topic 842) as further described in Note 3. Cash and Cash Equivalents Cash and cash equivalents includes restricted cash of $1,923,216 at March 31, 2022 and $1,552,052 at December 31, 2021. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recently adopted accounting pronouncements 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, the Company adopted the new lease accounting standard by applying the new lease guidance at the adoption date on January 1, 2022, and as allowed under the standard, elected not to restate comparative periods. As of January 1, 2022, in connection with the adoption of the new lease accounting standard, the Company recorded an operating lease right-of-use asset totaling $8,612,596 with a corresponding lease liability totaling $9,991,977. Refer to Note 10, Leases, for further details on our adoption of the new standard. 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 our financial statements. We do not expect there to be a material impact on our financial statements. Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022 (fiscal year 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial statements. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combinations 1091 Pictures Acquisition On March 4, 2022, the Company consummated its acquisition of certain of the assets of 1091 Media, LLC , including all of the outstanding equity of its operating subsidiary, TOFG LLC, which does business under the name 1091 Pictures (“1091 Pictures”). 1091 Pictures provides full-service distribution services to film and series owners, including access to platforms that reach more than 100 countries, and related marketing support, and has a library of approximately 4,000 licensed films and television shows. The Company paid consideration of $13,283,750 through the payment of $8,000,000 in cash, the issuance of 375,000 shares of the Company’s Class A common stock and the issuance of 80,000 shares of the Company’s Series A preferred stock. The Company has allocated the purchase price to the identifiable net assets acquired, including intangible assets 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 and liabilities assumed at the date of the acquisition was as follows: Accounts receivable, net $ 4,677,133 Content assets 3,142,661 Other assets 49,347 Intangibles 4,919,525 Total identifiable assets acquired 12,788,666 Accounts payable and accrued expenses 129,244 Revenue share payable 1,623,177 Accrued third party share 3,999,544 Total liabilities assumed 5,751,965 Net identifiable assets acquired 7,036,701 Goodwill 4,919,525 Net assets acquired $ 11,956,226 Cash consideration $ 8,000,000 Equity consideration - Class A common stock 3,303,750 Equity consideration - Series A Preferred Stock 1,980,000 Purchase price consideration 13,283,750 Less: cash acquired (1,327,524) Total Estimated Purchase Price $ 11,956,226 Sonar Acquisition 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 the 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. The following table illustrates Sonar’s stand-alone financial performance included in the Company’s condensed consolidated statement of operations: Three Months Ended March 31, 2022 Net revenue $ 7,207,243 Net income $ 3,294,072 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. Three Months Ended March 31, 2022 2021 Net revenue $ 29,206,197 $ 28,196,550 Net loss $ (14,126,960) $ (11,181,104) Basic and diluted net loss per share $ (0.92) $ (0.82) |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 5 – Revenue Recognition The following table disaggregates our revenue by source: Three Months Ended March 31, % of 2022 % of revenue 2021 revenue Revenue: VOD and streaming $ 21,347,363 73 % $ 13,890,948 60 % Licensing and other 7,858,834 27 % 9,305,894 40 % Net revenue $ 29,206,197 100 % $ 23,196,842 100 % 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 third party streaming platform license revenues, including transactional video on demand (TVOD) revenues, 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. 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 and 1091 Pictures, through license agreements across channels, including theatrical and home video. Additionally, Licensing and other also includes the sale of content and content services revenue, including development, non-writing executive producer fees and production services. For the three months ended March 31, 2022 and 2021, total licensing revenues, including VOD and streaming, were $16,233,557 and $14,620,974, respectively. Contract balances include the following: March 31, December 31, 2022 2021 Accounts receivable, net $ 27,370,872 $ 25,818,447 Contract assets (included in accounts receivable) 38,853,694 34,395,360 Total accounts receivable, net $ 66,224,566 $ 60,213,807 Deferred revenue (included in other liabilities) $ 3,652,200 $ 1,536,687 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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 stock options granted under the Plan at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company. The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended March 31, 2022 and 2021, the Company recognized $933,047 and $200,594, respectively, of non-cash share-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations. Stock options activity as of March 31, 2022 is as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Outstanding at December 31, 2021 1,377,339 $ 16.13 3.37 $ 2,579,201 Granted 65,000 11.80 Forfeited (12,457) 21.37 Exercised — — Expired — — Outstanding at March 31, 2022 1,429,882 $ 15.89 3.48 $ 21,950 Vested and exercisable at December 31, 2021 648,119 $ 11.64 2.77 $ 2,407,521 Vested and exercisable at March 31, 2022 738,640 $ 12.50 2.72 $ 21,950 As of March 31, 2022, the Company had unrecognized pre-tax compensation expense of $7,368,809 related to non-vested stock options under the Plan of which $2,624,220, $3,190,888, $1,547,555 and $6,146 will be recognized in 2022, 2023, 2024 and 2025, respectively. We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows: Three Months Ended March 31, Weighted Average Assumptions: 2022 2021 (a) Expected dividend yield 0.0 % — % Expected equity volatility 65.6 % — % Expected term (years) 5 — Risk-free interest rate 1.58 % — % Exercise price per stock option $ 11.80 $ — Market price per share $ 11.80 $ — Weighted average fair value per stock option $ 6.55 $ — (a) There were no stock options granted during the three months ended March 31, 2021. The risk-free rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, The Company also awards common stock under the Plan to directors, employees and third-party consultants that provide services to the Company. The value is based on the market price of the stock on the date granted and amortized over the vesting period. For the three months ended March 31, 2022 and 2021, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $63,750 and $31,250, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
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 anti-dilutive. A net loss available to common stockholders causes all potentially dilutive securities to be anti-dilutive and are not included. Basic and diluted loss per share are computed as follows: Three Months Ended March 31, 2022 2021 Net loss available to common stockholders $ (14,126,960) $ (9,193,381) Basic weighted-average common shares outstanding 15,331,743 13,635,759 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 15,331,743 13,635,759 Basic and diluted loss per share $ (0.92) $ (0.67) Anti-dilutive stock options and warrants 502,339 3,571,946 |
Content Assets
Content Assets | 3 Months Ended |
Mar. 31, 2022 | |
Entertainment [Abstract] | |
Content Assets | Note 8 – Content Assets Content assets consists of the following: March 31, December 31, 2022 2021 Original productions: Programming costs released $ 25,965,912 $ 25,669,921 In production — 562,808 In development 7,943,139 6,662,591 Accumulated amortization (a) (23,571,721) (23,268,306) Programming costs, net 10,337,330 9,627,014 Film library: Film library acquisition costs 146,878,460 134,463,191 Accumulated amortization (b) (85,210,986) (80,847,748) Film library costs, net 61,667,474 53,615,443 Licensed program rights: Programming rights 15,829,362 1,209,362 Accumulated amortization (1,018,002) (806,423) Programming rights, net 14,811,360 402,939 Content assets, net $ 86,816,164 $ 63,645,396 (a) As of March 31, 2022 and December 31, 2021, accumulated amortization includes impairment expense of $8,262,663 , respectively. (b) As of March 31, 2022, and December 31, 2021, accumulated amortization includes impairment expense of $5,506,069 , respectively. Original productions 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. Film library consists primarily of the cost of acquiring film distribution rights and related acquisition costs. Costs related to original productions and film library are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation. Programming rights consists of licenses to various titles which the company makes available for streaming on Crackle for an agreed upon license period. Amortization of content assets is as follows: Three Months Ended March 31, 2022 2021 Original productions $ 303,414 $ 2,205,861 Film library 4,363,238 6,903,916 Licensed program rights 211,580 24,751 Total content asset amortization $ 4,878,232 $ 9,134,528 During the three months ended Mach 31, 2022 and 2021, the Company did not record any impairments related to content assets. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9 - Intangible Assets Intangible assets, net, consists of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount March 31, 2022: Crackle Plus content rights $ 1,708,270 $ 1,637,092 $ 71,178 Crackle Plus brand value 18,807,004 7,724,305 11,082,699 Crackle Plus partner agreements 4,005,714 2,303,286 1,702,428 Distribution network 3,600,000 1,000,000 2,600,000 Locomotive contractual rights 1,500,986 227,300 1,273,686 1091 intangible asset 4,919,525 — 4,919,525 Total $ 34,541,499 $ 12,891,983 $ 21,649,516 December 31, 2021: Crackle Plus content rights $ 1,708,270 $ 1,494,736 $ 213,534.00 Crackle Plus brand value 18,807,004 7,052,626 11,754,378.00 Crackle Plus partner agreements 4,005,714 2,103,000 1,902,714.00 Distribution network 3,600,000 700,000 2,900,000.00 Locomotive contractual rights 1,356,868 92,403 1,264,465.00 Total $ 29,477,856 $ 11,442,765 $ 18,035,091 Amortization expense was $1,449,218 and $1,205,452 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 amortization expense for the next 5 years is expected be: Remainder of 2022 $ 5,192,199 2023 6,828,028 2024 5,525,096 2025 3,096,675 2026 1,007,518 Total $ 21,649,516 Total goodwill on our Condensed Consolidated Balance Sheets was $44,906,055 and $39,986,530 as of March 31, 2022 and December 31, 2021, respectively, and is comprised of the following: March 31, 2022 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 21,075,503 $ — Acquisitions — 4,919,525 — Total $ 18,911,027 $ 25,995,028 $ — 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 $ — There was no impairment recorded related to goodwill and intangible assets in the three months ended March 31, 2022 and 2021, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 10 – Leases At March 31, 2022, the following amounts were recorded on the Condensed Consolidated Balance Sheets relating to operating our leases. March 31, 2022 Right-of-Use Assets Operating lease right-of-use assets $ 8,385,948 Lease Liabilities: Operating lease liabilities $ 9,799,043 March 31, 2022 Weighted average remaining lease term 9 years Weighted average discount rate 6% As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Upon transition to ASC Topic 842, the Company used the incremental borrowing rate on January 1, 2022 for all operating leases that commenced prior to that date. We have operating leases primarily for office space. Lease costs are generally fixed, with certain contracts containing escalations in the lessors’ annual costs. For the three months ended March 31, 2022 and 2021, rent expense including short-term leases was $548,669 and $499,711, respectively. Cash paid for amounts included in operating lease liabilities was $305,153 as of March 31, 2022. The expected future payments relating to our operating lease liabilities at March 31, 2022 are as follows: Remainder of 2022 $ 930,803 2023 1,260,675 2024 1,285,888 2025 1,311,606 2026 1,400,731 2027 and thereafter 6,732,415 Total minimum payments 12,922,118 Less amounts representing interest 3,123,075 Present value of minimum payments $ 9,799,043 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 – Debt Long-term debt for the periods presented was as follows: March 31, December 31, 2022 2021 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving loan 22,035,713 17,585,699 Film acquisition advances 12,970,779 6,196,909 Total debt 67,902,392 56,678,508 Less: debt issuance costs 1,303,991 1,402,880 Less: current portion 8,440,108 6,196,909 Total long-term debt $ 58,158,293 $ 49,078,719 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 $30,000,000 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 March 31, 2022. 9.50% Notes Due 2025 On July 17, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “Notes”) in the aggregate principal amount of $21,000,000. On August 5, 2020, the Company sold an additional $1,100,000 of 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. The Notes mature on July 31, 2025. The sale of the Notes resulted in net proceeds of approximately $20,995,000 after deducting underwriting discounts and commissions of approximately $1,105,000. The Company used $13,333,333 of the net proceeds to repay the outstanding principal under the Commercial Loan. On December 22, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “December Notes”) in the aggregate principal amount of $9,387,750. On December 29, 2020, the Company sold an additional $1,408,150 of December Notes pursuant to the partial exercise of the overallotment option. The stated principal of $25.00 per note was discounted 2% to the public offering price of $24.50 per note. Film Acquisition Advance: Great Point Media Limited 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 pays 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 three months ended March 31, 2022, the Company repaid $22,130 of the principal outstanding under the Film Acquisition Advance. Film Acquisition Advance: Media Entertainment Partners In January 2022, the Company began entering into individual film acquisition advance agreements with Media Entertainment Partners (“MEP”). Under the agreements, MEP financed the Company $6,796,000 of acquisition advances and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to an arrangement, MEP 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 over 30 months the advance plus interest at 12% per annum compounded monthly on the amount outstanding. Under the distribution agreement with the SPV, after Screen Media Ventures recoupment, the SPV is entitled to receive a profit participation in the net receipts of the film and provide Screen Media Venture a bargain purchase option to reacquire the film rights after 6 years. As of March 31, 2022, the expected aggregate maturities of debt for each of the next five years are as follows: Remainder of 2022 $ 7,684,998 2023 3,020,446 2024 24,301,048 2025 32,895,900 $ 67,902,392 |
Put Option Obligation
Put Option Obligation | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Put Option Obligation | Note 12 – Put Option Obligation As part of the additional purchase price for the Sonar Entertainment, Inc business 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 March 31, 2022, the 5% interest in CSS AVOD, Inc consists of the following, March 31, 2022 Put Option Obligation $ 11,400,000 Noncontrolling Interests 95,592 Total $ 11,495,592 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company’s current and deferred income tax provision are as follows: Three Months Ended March 31, 2022 2021 Current provision: States $ 20,000 $ 14,000 Total current provision $ 20,000 $ 14,000 Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows: March 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carry-forwards $ 18,020,000 $ 14,503,000 Acquisition-related costs 528,000 539,000 Film library and other intangibles 16,161,000 16,883,000 Other 545,000 337,000 Less: valuation allowance (34,419,000) (31,412,000) Total deferred tax assets 835,000 850,000 Deferred tax liabilities: Programming costs 302,000 299,000 Other assets 533,000 551,000 Total deferred tax liabilities 835,000 850,000 Net deferred tax asset $ — $ — The Company and its subsidiaries have combined net operating losses of approximately $67,042,000, 10,843,000, of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $56,199,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company. Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Additionally the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The deferred tax asset valuation allowance increased by $3,007,000 and $1,296,000 during the three months ended March 31, 2022 and 2021, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, CSS directly owns approximately 100% of the Company Class B common stock. CSS ownership of Class B common stock represents an ownership interest of 49.8% 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 agreement and a license agreement, where combined, the Company pays 10% of its net revenue earned to CSS. For the three months ended March 31, 2022 and 2021, the Company recorded management and license fees of $2,920,620 and $2,319,684, respectively. 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 March 31, 2022 and December 31, 2021, the Company had an intercompany receivable and payable, respectively, with affiliated companies. March 31, December 31, 2022 2021 Due to affiliated companies $ — $ 489,959 Due from affiliated companies 684,946 — Total due to/due from affiliated companies $ 684,946 $ 489,959 Other Related Parties In the ordinary course of business, the Company is involved in transactions with certain minority shareholders of a consolidated subsidiary related to licensing of television and film programming properties. For the three months ended March 31, 2022 and 2021, revenue recognized was $0 and $5,000,000, respectively. At March 31, 2022 and December 31, 2021, the Company had accounts receivable of $6,160,585 and $6,363,951, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 - Commitments and Contingencies Content Obligations Content obligations include amounts related to the acquisition, licensing and production of content. An obligation for the acquisition and licensing of content is incurred at the time we enter into an agreement to obtain future titles. Once a title is delivered, accepted and becomes available for exploitation, a content liability is recorded on the condensed consolidated balance sheet. As of March 31, 2022, the Company had $52,827,962 of content obligations, comprised of $19,139,499 in film library acquisition obligations, $15,570,000 of programming obligations and $18,118,463 of accrued participation costs. 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. 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 are expected to be fulfilled in the normal course of business. Sonar Acquisition The Company owes contingent consideration related to the acquisition of Sonar of $6,639,061 at March 31, 2022. 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 12 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, any legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on its business, financial condition, or results of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Note 16 – Stockholders’ Equity Treasury Stock On February 28, 2022, the Board of Directors increased the total authorization under the Company’s stock repurchase program by $10,000,000 to $30,000,000. At March 31, 2022, the Company had $8,846,220 of authorization remaining under the stock repurchase program. During the three months ended March 31, 2022, the Company repurchased 777,106 shares of Class A Common Stock at an average price of $11.05. At the Market Offering During the period ended March 31, 2022, the Company completed the sale of an aggregate of 52,060 shares of Class A preferred stock, generating net proceeds of $1,288,739. 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. 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. Noncontrolling Interests Noncontrolling interests represent an equity interest in consolidated subsidiaries, including CSS AVOD, Locomotive Global and Landmark Studio Group. On March 3, 2022, the Company purchased the remaining equity interest in Landmark Studio Group in exchange for 84,000 shares of Class A common stock and $2,200,000, of which $1,450,000 is payable two years from the acquisition date. The purchase increased the Company’s ownership in Landmark Studio Group from 78.5% to 100%. Warrants Warrant activity for the three months ended March 31, 2022 is as follows: Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2021 Exercised at March 31, 2022 Price Term (Yrs.) Class W 526,362 — 526,362 $ 7.50 1.25 Class Z 123,109 — 123,109 12.00 2.25 CSSE Class I 800,000 — 800,000 8.13 2.12 CSSE Class II 1,200,000 — 1,200,000 9.67 2.12 CSSE Class III-A 380,000 — 380,000 11.61 2.12 CSSE Class III-B 1,620,000 — 1,620,000 11.61 2.12 Total 4,649,471 — 4,649,471 $ 10.06 2.03 |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment and Geographic Information [Abstract] | |
Segment Reporting and Geographic Information | Note 17 – Segment Reporting 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 80% and 99% of total net revenue for the three months ended March 31, 2022 and 2021, respectively. All of the Company’s long-lived assets are based in the United States. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events 9.50% Notes Due 2025 On April 22, 2022, the Company completed its underwritten public offering of 9.50% Notes Due 2025 for $10,400,000, with an over allotment option of $1,560,000. The sale of the Notes, including the exercise of the over allotment option, generated net proceeds of $11,094,946. Execution of Merger Agreement with Redbox Entertainment Inc. On May 10, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with Redbox Entertainment Inc., a Delaware corporation (“Redbox”), RB First Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), RB Second Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub LLC”), Redwood Opco Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Opco Merger Sub LLC”) and Redwood Intermediate LLC, a Delaware limited liability company (“Opco LLC”). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) at the time the First Company Merger (as defined below) becomes effective (“Effective Time”), (A) Merger Sub Inc. (the “First Company Merger”) will merge with and into Redbox, with Redbox continuing as the surviving entity (the “Surviving Corporation”); and (B) simultaneously with the First Company Merger, Opco Merger Sub LLC (the “Opco Merger”) will merge with and into Opco LLC, with Opco LLC continuing as the surviving entity; and (ii) immediately following the First Company Merger and Opco Merger, the Surviving Corporation will merge with and into Merger Sub LLC (the “Second Company Merger” and, together with the First Company Merger, the “Integrated Mergers,” and the Integrated Mergers together with the Opco Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving entity. Pursuant to the Merger Agreement, at the Effective Time, (i) each share of Class A common stock of Redbox, par value $0.0001 per share (the “Redbox Class A Common Stock”), will be cancelled and automatically deemed for all purposes to represent the right to receive, 0.087 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Common Stock”), (ii) each unit of Opco LLC will be converted into the right to receive a number of Company Class A Common Stock equal to the Exchange Ratio and (iii) each share of Class B common stock of Redbox, par value $0.0001 per share (the “Redbox Class B Common Stock”), will be automatically cancelled for no additional consideration. At the Effective Time, the vested or unvested restricted stock units of Redbox (a “Redbox RSU Award”) that are outstanding as of immediately prior to the Effective Time held by each holder will automatically be converted into the right to receive a number of shares of Company Class A Common Stock equal to the Exchange Ratio multiplied by the number of vested or unvested Redbox RSU Awards held by such holder immediately prior to the Effective Time. The parties’ obligation to consummate the Mergers (the “Closing”) is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including the Company’s receipt of certain financing from Redbox’s current lender and: (i) the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement by the affirmative vote of the holders of at least a majority of the Redbox Class A Common Stock and Redbox Class B Common Stock, voting as a single class (the “Requisite Redbox Vote”), (ii) the listing of the Company Class A Common Stock issuable as merger consideration on Nasdaq, (iii) the approval of the issuance of the Company Class A Common Stock issuable as Merger Consideration (the “Parent Stock Issuance”) by the affirmative vote, or consent of the holders, of a majority of the common stock of the Company cast on the proposal, with Company Class A Common Stock and the Company’s class B common stock voting as a single class, which approval was satisfied by delivery of an irrevocable written consent from the controlling shareholder of the Company (the “Written Consent”), (iv) the effectiveness of a registration statement on Form S-4 with respect to the Company Class A Common Stock issuable as Merger Consideration,(the “Registration Statement”), (v) the expiration or termination of applicable waiting periods under the HSR Act and no restraints or other injunctions prohibiting the Closing, (vi) no Material Adverse Effect on Redbox or the Company, (vii) HPS having executed and delivered to the Company definitive financing agreements and (viii) certain other customary conditions relating to the parties’ representations and warranties in the Merger Agreement and the performance of their respective obligations. Additionally information will be included in Current Reports on Form 8-K to be filed by the Company. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes restricted cash of $1,923,216 at March 31, 2022 and $1,552,052 at December 31, 2021. |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of proforma financial information | Three Months Ended March 31, 2022 2021 Net revenue $ 29,206,197 $ 28,196,550 Net loss $ (14,126,960) $ (11,181,104) Basic and diluted net loss per share $ (0.92) $ (0.82) |
1091 Media, LLC | |
Schedule of preliminary allocation of the purchase price | Accounts receivable, net $ 4,677,133 Content assets 3,142,661 Other assets 49,347 Intangibles 4,919,525 Total identifiable assets acquired 12,788,666 Accounts payable and accrued expenses 129,244 Revenue share payable 1,623,177 Accrued third party share 3,999,544 Total liabilities assumed 5,751,965 Net identifiable assets acquired 7,036,701 Goodwill 4,919,525 Net assets acquired $ 11,956,226 Cash consideration $ 8,000,000 Equity consideration - Class A common stock 3,303,750 Equity consideration - Series A Preferred Stock 1,980,000 Purchase price consideration 13,283,750 Less: cash acquired (1,327,524) Total Estimated Purchase Price $ 11,956,226 |
Sonar Entertainment Inc. | |
Schedule of preliminary allocation of the purchase price | 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 fair values of assets acquired | 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 |
Schedule of sonar's stand-alone financial performance | Three Months Ended March 31, 2022 Net revenue $ 7,207,243 Net income $ 3,294,072 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregate of revenue | Three Months Ended March 31, % of 2022 % of revenue 2021 revenue Revenue: VOD and streaming $ 21,347,363 73 % $ 13,890,948 60 % Licensing and other 7,858,834 27 % 9,305,894 40 % Net revenue $ 29,206,197 100 % $ 23,196,842 100 % |
Schedule of contract balances | March 31, December 31, 2022 2021 Accounts receivable, net $ 27,370,872 $ 25,818,447 Contract assets (included in accounts receivable) 38,853,694 34,395,360 Total accounts receivable, net $ 66,224,566 $ 60,213,807 Deferred revenue (included in other liabilities) $ 3,652,200 $ 1,536,687 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Stock Options Price Term (Yrs.) Value Outstanding at December 31, 2021 1,377,339 $ 16.13 3.37 $ 2,579,201 Granted 65,000 11.80 Forfeited (12,457) 21.37 Exercised — — Expired — — Outstanding at March 31, 2022 1,429,882 $ 15.89 3.48 $ 21,950 Vested and exercisable at December 31, 2021 648,119 $ 11.64 2.77 $ 2,407,521 Vested and exercisable at March 31, 2022 738,640 $ 12.50 2.72 $ 21,950 |
Schedule of weighted average assumptions to estimate the fair value of stock options | Three Months Ended March 31, Weighted Average Assumptions: 2022 2021 (a) Expected dividend yield 0.0 % — % Expected equity volatility 65.6 % — % Expected term (years) 5 — Risk-free interest rate 1.58 % — % Exercise price per stock option $ 11.80 $ — Market price per share $ 11.80 $ — Weighted average fair value per stock option $ 6.55 $ — (a) There were no stock options granted during the three months ended March 31, 2021. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of components of basic and diluted loss per share | Three Months Ended March 31, 2022 2021 Net loss available to common stockholders $ (14,126,960) $ (9,193,381) Basic weighted-average common shares outstanding 15,331,743 13,635,759 Dilutive effect of options and warrants — — Weighted-average diluted common shares outstanding 15,331,743 13,635,759 Basic and diluted loss per share $ (0.92) $ (0.67) Anti-dilutive stock options and warrants 502,339 3,571,946 |
Content Assets (Tables)
Content Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Entertainment [Abstract] | |
Schedule of content assets | March 31, December 31, 2022 2021 Original productions: Programming costs released $ 25,965,912 $ 25,669,921 In production — 562,808 In development 7,943,139 6,662,591 Accumulated amortization (a) (23,571,721) (23,268,306) Programming costs, net 10,337,330 9,627,014 Film library: Film library acquisition costs 146,878,460 134,463,191 Accumulated amortization (b) (85,210,986) (80,847,748) Film library costs, net 61,667,474 53,615,443 Licensed program rights: Programming rights 15,829,362 1,209,362 Accumulated amortization (1,018,002) (806,423) Programming rights, net 14,811,360 402,939 Content assets, net $ 86,816,164 $ 63,645,396 (a) As of March 31, 2022 and December 31, 2021, accumulated amortization includes impairment expense of $8,262,663 , respectively. (b) As of March 31, 2022, and December 31, 2021, accumulated amortization includes impairment expense of $5,506,069 , respectively. |
Schedule of programming costs amortization | Three Months Ended March 31, 2022 2021 Original productions $ 303,414 $ 2,205,861 Film library 4,363,238 6,903,916 Licensed program rights 211,580 24,751 Total content asset amortization $ 4,878,232 $ 9,134,528 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | Gross Net Carrying Accumulated Carrying Amount Amortization Amount March 31, 2022: Crackle Plus content rights $ 1,708,270 $ 1,637,092 $ 71,178 Crackle Plus brand value 18,807,004 7,724,305 11,082,699 Crackle Plus partner agreements 4,005,714 2,303,286 1,702,428 Distribution network 3,600,000 1,000,000 2,600,000 Locomotive contractual rights 1,500,986 227,300 1,273,686 1091 intangible asset 4,919,525 — 4,919,525 Total $ 34,541,499 $ 12,891,983 $ 21,649,516 December 31, 2021: Crackle Plus content rights $ 1,708,270 $ 1,494,736 $ 213,534.00 Crackle Plus brand value 18,807,004 7,052,626 11,754,378.00 Crackle Plus partner agreements 4,005,714 2,103,000 1,902,714.00 Distribution network 3,600,000 700,000 2,900,000.00 Locomotive contractual rights 1,356,868 92,403 1,264,465.00 Total $ 29,477,856 $ 11,442,765 $ 18,035,091 |
Schedule of future amortization expense | Remainder of 2022 $ 5,192,199 2023 6,828,028 2024 5,525,096 2025 3,096,675 2026 1,007,518 Total $ 21,649,516 |
Schedule of goodwill | March 31, 2022 Online Networks Distribution & Production SVOD Beginning balance $ 18,911,027 $ 21,075,503 $ — Acquisitions — 4,919,525 — Total $ 18,911,027 $ 25,995,028 $ — 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 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of amounts recorded in condensed consolidated balance sheet | March 31, 2022 Right-of-Use Assets Operating lease right-of-use assets $ 8,385,948 Lease Liabilities: Operating lease liabilities $ 9,799,043 March 31, 2022 Weighted average remaining lease term 9 years Weighted average discount rate 6% |
Schedule of expected future payments relating to our operating lease liabilities | Remainder of 2022 $ 930,803 2023 1,260,675 2024 1,285,888 2025 1,311,606 2026 1,400,731 2027 and thereafter 6,732,415 Total minimum payments 12,922,118 Less amounts representing interest 3,123,075 Present value of minimum payments $ 9,799,043 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, December 31, 2022 2021 Notes due 2025 $ 32,895,900 $ 32,895,900 Revolving loan 22,035,713 17,585,699 Film acquisition advances 12,970,779 6,196,909 Total debt 67,902,392 56,678,508 Less: debt issuance costs 1,303,991 1,402,880 Less: current portion 8,440,108 6,196,909 Total long-term debt $ 58,158,293 $ 49,078,719 |
Schedule of aggregate maturities of long-term debt | Remainder of 2022 $ 7,684,998 2023 3,020,446 2024 24,301,048 2025 32,895,900 $ 67,902,392 |
Put Option Obligation (Tables)
Put Option Obligation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CSS AVOD Inc. | |
Business Acquisition [Line Items] | |
Schedule of interest in acquire | March 31, 2022 Put Option Obligation $ 11,400,000 Noncontrolling Interests 95,592 Total $ 11,495,592 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of company's current and deferred income tax provision | Three Months Ended March 31, 2022 2021 Current provision: States $ 20,000 $ 14,000 Total current provision $ 20,000 $ 14,000 |
Schedule of components of deferred tax assets and liabilities | March 31, December 31, 2022 2021 Deferred tax assets: Net operating loss carry-forwards $ 18,020,000 $ 14,503,000 Acquisition-related costs 528,000 539,000 Film library and other intangibles 16,161,000 16,883,000 Other 545,000 337,000 Less: valuation allowance (34,419,000) (31,412,000) Total deferred tax assets 835,000 850,000 Deferred tax liabilities: Programming costs 302,000 299,000 Other assets 533,000 551,000 Total deferred tax liabilities 835,000 850,000 Net deferred tax asset $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of intercompany receivable and payable | March 31, December 31, 2022 2021 Due to affiliated companies $ — $ 489,959 Due from affiliated companies 684,946 — Total due to/due from affiliated companies $ 684,946 $ 489,959 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Weighted Weighted Average Average Remaining Outstanding Outstanding Exercise Contract Warrants at December 31, 2021 Exercised at March 31, 2022 Price Term (Yrs.) Class W 526,362 — 526,362 $ 7.50 1.25 Class Z 123,109 — 123,109 12.00 2.25 CSSE Class I 800,000 — 800,000 8.13 2.12 CSSE Class II 1,200,000 — 1,200,000 9.67 2.12 CSSE Class III-A 380,000 — 380,000 11.61 2.12 CSSE Class III-B 1,620,000 — 1,620,000 11.61 2.12 Total 4,649,471 — 4,649,471 $ 10.06 2.03 |
Description of the Business (De
Description of the Business (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)segmentcountry | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
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 | $ (150,589,204) | $ (136,462,244) | |
Net loss | $ (14,126,960) | $ (9,193,381) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Restricted Cash | $ 1,923,216 | $ 1,552,052 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) | Mar. 31, 2022 | Jan. 01, 2022 |
Operating lease right-of-use assets | $ 8,385,948 | |
Operating lease liabilities | $ 9,799,043 | |
ASU 2016-02 | ||
Operating lease right-of-use assets | $ 8,612,596 | |
Operating lease liabilities | $ 9,991,977 |
Business Combination - Purchase
Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($) | Mar. 31, 2022 | Mar. 04, 2022 | Dec. 31, 2021 | May 21, 2021 |
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Goodwill | $ 44,906,055 | $ 39,986,530 | ||
1091 Media, LLC | ||||
Purchase price consideration allocated to fair value of net assets acquired: | ||||
Accounts receivable, net | $ 4,677,133 | |||
Content assets | 3,142,661 | |||
Other assets | 49,347 | |||
Intangible asset | 4,919,525 | |||
Total identifiable assets acquired | 12,788,666 | |||
Accounts payable and accrued expenses | 129,244 | |||
Revenue share payable | 1,623,177 | |||
Accrued third party share | 3,999,544 | |||
Total liabilities assumed | 5,751,965 | |||
Net identifiable assets acquired | 7,036,701 | |||
Goodwill | 4,919,525 | |||
Net assets acquired | $ 11,956,226 | |||
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 ($) | Mar. 04, 2022 | May 21, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Cash consideration | $ 6,672,474 | ||
1091 Media, LLC | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 8,000,000 | ||
Total | 13,283,750 | ||
Less: cash acquired | (1,327,524) | ||
Total Estimated Purchase Price | 11,956,226 | ||
Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 18,902,000 | ||
Total | 53,812,000 | ||
Total Estimated Purchase Price | 53,812,000 | ||
Fair Value of Additional Purchase Price - Library Account Receivable | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | 1,580,000 | ||
Fair Value of Additional Purchase Price - Contracted TV Cash Flow | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | 13,700,000 | ||
Fair Value of Additional Purchase Price - % of Film Cash Flow | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | 630,000 | ||
Fair Value of Additional Purchase Price - % of Non-TV Business Cash Flow | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | 2,300,000 | ||
Fair Value of Additional Purchase Price - Development Slate Cash Flow | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | 5,200,000 | ||
Fair Value of Additional Purchase Price - CSS AVOD Equity Put | Sonar Entertainment Inc. | |||
Business Acquisition [Line Items] | |||
Total | $ 11,500,000 | ||
Common Stock | Common Class A | 1091 Media, LLC | |||
Business Acquisition [Line Items] | |||
Equity consideration | 3,303,750 | ||
Preferred Stock | Series A Preferred Stock | 1091 Media, LLC | |||
Business Acquisition [Line Items] | |||
Equity consideration | $ 1,980,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) | Mar. 04, 2022USD ($)itemcountryshares | May 21, 2021USD ($) | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.06 | ||||
Cash consideration | $ 6,672,474 | ||||
Contingent consideration | 6,639,061 | $ 9,764,256 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 29,206,197 | $ 28,196,550 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | (14,126,960) | $ (11,181,104) | |||
1091 Media, LLC | |||||
Number of countries full service distribution provided | country | 100 | ||||
Number of licensed films | item | 4,000 | ||||
1091 Media, LLC | |||||
Purchase price consideration | $ 13,283,750 | ||||
Cash consideration | 8,000,000 | ||||
Cash Acquired from Acquisition | $ 1,327,524 | ||||
1091 Media, LLC | Common Class A | Common Stock | |||||
Number of shares issued | shares | 375,000 | ||||
1091 Media, LLC | Series A Preferred Stock | Preferred Stock | |||||
Number of shares issued | shares | 80,000 | ||||
Sonar Entertainment Inc. | |||||
Purchase price consideration | $ 53,812,000 | ||||
Cash consideration | $ 18,902,000 | ||||
Contingent consideration | 6,639,061 | ||||
Estimated useful lives | 36 months | ||||
CSS AVOD Inc. | |||||
Cash consideration | $ 11,500,000 | $ 11,500,000 | |||
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 |
Business Combination - Sonar's
Business Combination - Sonar's Standalone financial performance (Details) - Sonar Entertainment Inc. | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Net revenue | $ 7,207,243 |
Net income | $ 3,294,072 |
Business Combination - Proforma
Business Combination - Proforma Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combinations [Abstract] | ||
Net revenue | $ 29,206,197 | $ 28,196,550 |
Net loss | $ (14,126,960) | $ (11,181,104) |
Basic net loss per common share | $ (0.92) | $ (0.82) |
Diluted net loss per common share | $ (0.92) | $ (0.82) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 29,206,197 | $ 23,196,842 |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 29,206,197 | $ 23,196,842 |
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] | ||
Net revenue | $ 21,347,363 | $ 13,890,948 |
VOD and streaming | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 73.00% | 60.00% |
Licensing and other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 7,858,834 | $ 9,305,894 |
Licensing and other | Customer Concentration Risk [Member] | Revenue | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 27.00% | 40.00% |
Revenue Recognition - Contract
Revenue Recognition - Contract assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable, net | $ 27,370,872 | $ 25,818,447 |
Contract assets (included in accounts receivable) | 38,853,694 | 34,395,360 |
Total accounts receivable, net | 66,224,566 | 60,213,807 |
Deferred revenue (included in other liabilities) | $ 3,652,200 | $ 1,536,687 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 29,206,197 | $ 23,196,842 |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 29,206,197 | 23,196,842 |
Licensing revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 16,233,557 | $ 14,620,974 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options, Options granted | 0 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options, Total outstanding at the beginning of the period | 1,377,339 | ||
Number of Stock Options, Options granted | 65,000 | ||
Number of Stock Options, Options forfeited | (12,457) | ||
Number of Stock Options, Total outstanding at the end of the period | 1,429,882 | 1,377,339 | |
Number of Stock Options, Total vested and exercisable | 738,640 | 648,119 | |
Weighted Average Exercise Price, Beginning of period | $ 16.13 | ||
Weighted Average Exercise Price, Granted | 11.80 | ||
Weighted Average Exercise Price, Forfeited | 21.37 | ||
Weighted Average Exercise Price, End of period | 15.89 | $ 16.13 | |
Weighted Average Exercise Price, Vested and Exercisable | $ 12.50 | $ 11.64 | |
Weighted Average Remaining Contract Term, Total outstanding | 3 years 5 months 23 days | 3 years 4 months 13 days | |
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable | 2 years 8 months 19 days | 2 years 9 months 7 days | |
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period | $ 2,579,201 | ||
Aggregate Intrinsic Value, Total outstanding Balance, End of the period | 21,950 | $ 2,579,201 | |
Aggregate Intrinsic Value, Vested and Exercisable | $ 21,950 | $ 2,407,521 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Valuation assumptions: | |
Expected dividend yield | 0.00% |
Expected equity volatility | 65.60% |
Expected term (years) | 5 years |
Risk-free interest rate | 1.58% |
Exercise price per stock option | $ 11.80 |
Market price per share | 11.80 |
Weighted average fair value per stock option | $ 6.55 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
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 | $ 7,368,809 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period for share-based plan | 2 years | ||||||
Maximum | |||||||
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 | $ 6,146 | $ 1,547,555 | $ 3,190,888 | $ 2,624,220 | |||
Straight-line [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | 933,047 | $ 200,594 | |||||
Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 63,750 | $ 31,250 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss available to common stockholders | $ (14,126,960) | $ (9,193,381) |
Basic weighted-average shares outstanding | 15,331,743 | 13,635,759 |
Weighted-average diluted common shares outstanding | 15,331,743 | 13,635,759 |
Basic loss per share | $ (0.92) | $ (0.67) |
Diluted loss per share | $ (0.92) | $ (0.67) |
Stock Options And Warrants [Member] | ||
Dilutive effect of options and warrants | 502,339 | 3,571,946 |
Content Assets (Details)
Content Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Entertainment [Abstract] | |||
Programming costs released | $ 25,965,912 | $ 25,669,921 | |
In production | 562,808 | ||
In development | 7,943,139 | 6,662,591 | |
Accumulated amortization | (23,571,721) | (23,268,306) | |
Programming costs, net | 10,337,330 | 9,627,014 | |
Film library acquisition costs | 146,878,460 | 134,463,191 | |
Accumulated amortization | (85,210,986) | (80,847,748) | |
Net film library costs | 61,667,474 | 53,615,443 | |
Programming rights | 15,829,362 | 1,209,362 | |
Accumulated amortization | (1,018,002) | (806,423) | |
Programming rights, net | 14,811,360 | 402,939 | |
Content assets, net | 86,816,164 | 63,645,396 | |
Programming costs impairment | 0 | $ 0 | 8,262,663 |
Television Programming Costs Impairment, Original Productions | 8,262,663 | 8,262,663 | |
Television Programming Costs Impairment, Acquired Film Library | $ 5,506,069 | $ 5,506,069 |
Content Assets - Amortization -
Content Assets - Amortization - (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Entertainment [Abstract] | ||
Original productions | $ 303,414 | $ 2,205,861 |
Film library | 4,363,238 | 6,903,916 |
Licensed program rights | 211,580 | 24,751 |
Total programming amortization expense | $ 4,878,232 | $ 9,134,528 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Finite-lived (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Gross Carrying Amount | $ 29,477,856 | |
Accumulated Amortization | $ 12,891,983 | 11,442,765 |
Net Carrying Amount | 21,649,516 | 18,035,091 |
Indefinite lived intangible assets | 12,163,943 | 12,163,943 |
Finite and indefinite intangible assets, Gross Carrying Amount | 34,541,499 | |
Finite and indefinite intangible assets, Net Carrying Amount | 21,649,516 | |
Crackle Plus content rights | ||
Gross Carrying Amount | 1,708,270 | 1,708,270 |
Accumulated Amortization | 1,637,092 | 1,494,736 |
Net Carrying Amount | 71,178 | 213,534 |
Crackle Plus brand value | ||
Gross Carrying Amount | 18,807,004 | 18,807,004 |
Accumulated Amortization | 7,724,305 | 7,052,626 |
Net Carrying Amount | 11,082,699 | 11,754,378 |
Crackle Plus partner agreements | ||
Gross Carrying Amount | 4,005,714 | 4,005,714 |
Accumulated Amortization | 2,303,286 | 2,103,000 |
Net Carrying Amount | 1,702,428 | 1,902,714 |
Distribution network | ||
Gross Carrying Amount | 3,600,000 | 3,600,000 |
Accumulated Amortization | 1,000,000 | 700,000 |
Net Carrying Amount | 2,600,000 | 2,900,000 |
Locomotive contractual rights | ||
Gross Carrying Amount | 1,500,986 | 1,356,868 |
Accumulated Amortization | 227,300 | 92,403 |
Net Carrying Amount | 1,273,686 | $ 1,264,465 |
1091 intangible asset | ||
Accumulated Amortization | 0 | |
Indefinite lived intangible assets | $ 4,919,525 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 5,192,199 | |
2023 | 6,828,028 | |
2024 | 5,525,096 | |
2025 | 3,096,675 | |
2026 | 1,007,518 | |
Amortization expense | $ 21,649,516 | $ 18,035,091 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | May 21, 2021 | Dec. 31, 2020 | |
Goodwill | $ 44,906,055 | $ 39,986,530 | ||
Sonar Entertainment Inc. | ||||
Goodwill | $ 19,838,743 | |||
Online networks | ||||
Goodwill | 18,911,027 | 18,911,027 | $ 18,911,027 | |
Distribution and Production | ||||
Goodwill | 25,995,028 | 21,075,503 | 1,236,760 | |
Acquisitions | $ 4,919,525 | 19,838,743 | ||
SVOD | ||||
Goodwill | $ 1,300,319 | |||
Accumulated impairment losses | $ (1,300,319) |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,449,218 | $ 1,205,452 | |
Intangible assets | 44,906,055 | $ 39,986,530 | |
Goodwill and Intangible Asset Impairment | $ 0 | $ 0 |
Leases - Balance sheet (Details
Leases - Balance sheet (Details) | Mar. 31, 2022USD ($) |
Right-of-Use Assets | |
Operating lease right-of-use assets | $ 8,385,948 |
Lease Liabilities: | |
Operating lease liabilities | $ 9,799,043 |
Weighted average remaining lease term (in years) | 9 years |
Weighted average discount rate (as percentage) | 6.00% |
Leases - Future payments of ope
Leases - Future payments of operating lease liabilities (Details) | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 930,803 |
2023 | 1,260,675 |
2024 | 1,285,888 |
2025 | 1,311,606 |
2026 | 1,400,731 |
2027 and thereafter | 6,732,415 |
Total minimum lease and content payments | 12,922,118 |
Less amounts representing interest | 3,123,075 |
Present value of minimum payments | $ 9,799,043 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Rent expenses | $ 548,669 | $ 499,711 |
Cash paid for operating lease | $ 305,153 |
Debt - Schedule (Details)
Debt - Schedule (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total debt | $ 67,902,392 | $ 56,678,508 |
Less: debt issuance costs | 1,303,991 | 1,402,880 |
Less: current portion | 8,440,108 | 6,196,909 |
Total long-term debt | 58,158,293 | 49,078,719 |
Revolving Loan. | ||
Total debt | 22,035,713 | 17,585,699 |
9.50% Notes Due 2025 [Member] | ||
Total debt | 32,895,900 | 32,895,900 |
Film Acquisition Advance [Member] | ||
Total debt | $ 12,970,779 | $ 6,196,909 |
Debt - Future principal payment
Debt - Future principal payments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 7,684,998 | |
2022 | 3,020,446 | |
2023 | 24,301,048 | |
2024 | 32,895,900 | |
Total debt | $ 67,902,392 | $ 56,678,508 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | May 21, 2021 | Jan. 20, 2021 | Aug. 27, 2020 | Jul. 17, 2020 | Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 29, 2020 | Dec. 22, 2020 | Aug. 05, 2020 |
Interest rate | 9.50% | 9.50% | |||||||||
Private Placement [Member] | |||||||||||
Proceeds from issuance of common stock | $ 21,374,994 | ||||||||||
Revolving Loan. | |||||||||||
Interest rate | 0.75% | ||||||||||
Revolving Loan. | LIBOR | |||||||||||
Interest rate | 4.00% | ||||||||||
Revolving Loan. | Midcap Financial Trust, Credit Agreement | |||||||||||
Original principal amount | $ 30,000,000 | ||||||||||
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 [Member] | |||||||||||
Original principal amount | $ 21,000,000 | $ 1,100,000 | |||||||||
Interest rate | 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] | Great Point Media Limited | |||||||||||
Original principal amount | $ 10,210,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Long-term debt term | 2 years | ||||||||||
Repayment of film acquisition advance | $ 22,130 | ||||||||||
Film Acquisition Advance [Member] | Media Entertainment Partners | |||||||||||
Original principal amount | $ 6,796,000 | ||||||||||
Interest rate | 12.00% | ||||||||||
Long-term debt term | 30 months | ||||||||||
Commercial Loan | |||||||||||
Repayments of commercial loan | $ 13,333,333 | ||||||||||
Common Class A | |||||||||||
Proceeds from issuance of common stock | $ 23,858,547 |
Put Option Obligation (Details)
Put Option Obligation (Details) - USD ($) | May 21, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 6,672,474 | |
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 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Current provision (benefit): | ||
States | $ 20,000 | $ 14,000 |
Total current provision | $ 20,000 | $ 14,000 |
Income Taxes - Deferred taxes (
Income Taxes - Deferred taxes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net operating loss carry-forwards | $ 18,020,000 | $ 14,503,000 |
Acquisition-related costs | 528,000 | 539,000 |
Film library and other intangibles | 16,161,000 | 16,883,000 |
Other | 545,000 | 337,000 |
Less: valuation allowance | (34,419,000) | (31,412,000) |
Total Deferred Tax Assets | 835,000 | 850,000 |
Deferred Tax Liabilities: | ||
Programming costs | 302,000 | 299,000 |
Other assets | 533,000 | 551,000 |
Total deferred tax liabilities | 835,000 | 850,000 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net operating losses | $ 67,042,000 | |
Operating loss carryforwards with no expiration | $ 56,199,000 | |
Percentage of operating loss carryforwards offset on taxable income | 80.00% | |
Deferred tax asset valuation allowance | $ 3,007,000 | $ 1,296,000 |
Tax Year 2031 to 2037 | ||
Net operating losses | $ 10,843,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Due to affiliated companies | $ 489,959 | |
Due from affiliated companies | $ 684,946 | |
Total due to/due from affiliated companies | $ 684,946 | $ 489,959 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Management And License Fees | $ 2,920,620 | $ 2,319,684 | |
CSS | |||
Related Party Transaction [Line Items] | |||
Percentage of voting interest by parent | 91.00% | ||
CSS | |||
Related Party Transaction [Line Items] | |||
Percentage of revenue earned paid to related party | 10.00% | ||
CSS | Management and license fees | |||
Related Party Transaction [Line Items] | |||
Management And License Fees | $ 2,920,620 | 2,319,684 | |
Minority Shareholders Of Subsidiary | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 0 | $ 5,000,000 | |
Accounts receivable outstanding | $ 6,160,585 | $ 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 | 49.80% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | May 21, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Programming obligations | $ 15,570,000 | $ 1,641,250 | |
Contingent consideration | 6,639,061 | 9,764,256 | |
Cash consideration | 6,672,474 | ||
Content Acquisition, Licensing And Production [Member] | |||
content obligation | 52,827,962 | 38,638,445 | |
Library acquisition | 19,139,499 | 24,673,866 | |
Programming obligations | 15,570,000 | 1,641,250 | |
Other Commitment | 18,118,463 | $ 12,323,329 | |
Sonar Entertainment Inc. | |||
Contingent consideration | 6,639,061 | ||
Cash consideration | $ 18,902,000 | ||
CSS AVOD Inc. | |||
Cash consideration | $ 11,500,000 | $ 11,500,000 | |
Percentage of shares of common stock | 5.00% | 5.00% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Mar. 03, 2022 | Jan. 20, 2021 | Jan. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 02, 2022 | Feb. 28, 2022 | Feb. 27, 2022 |
Stock Repurchase Program, Authorized Amount | $ 30,000,000 | $ 10,000,000 | ||||||
Remaining stock repurchase plan authorized | $ 8,846,220 | |||||||
Market price per share | $ 11.80 | |||||||
Elimination of noncontrolling interests | $ 2,200,000 | |||||||
Landmark Studios Group | ||||||||
Elimination of noncontrolling interests | $ 2,200,000 | |||||||
Sale of stock consideration payable | $ 1,450,000 | |||||||
Term of sale of stock consideration payable | 2 years | |||||||
Crackle Plus Entity | ||||||||
Common ownership percent | 100.00% | 49.00% | ||||||
Private Placement [Member] | ||||||||
Shares issued | 1,022,727 | |||||||
Common stock at a price | $ 22 | |||||||
Proceeds from Issuance of Common Stock | $ 21,374,994 | |||||||
At The Market Offering [Member] | ||||||||
Proceeds from sale of stock | $ 1,288,739 | |||||||
Common Class A | ||||||||
Proceeds from Issuance of Common Stock | $ 23,858,547 | |||||||
Common Class A | Landmark Studios Group | ||||||||
Acquisition of subsidiary noncontrolling interest (in shares) | 84,000 | |||||||
Common Class A | At The Market Offering [Member] | ||||||||
Shares issued | 52,060 | |||||||
Series A Preferred Stock | ||||||||
Shares issued | 1,600,000 | |||||||
Landmark Studios Group | ||||||||
Noncontrolling interests percent | 100.00% | 78.50% | ||||||
Stock Repurchase Program | Common Class A | ||||||||
Stock Repurchased During Period, Shares | 777,106 | |||||||
Market price per share | $ 11.05 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 4,649,471 |
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 10 days |
Class W [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 526,362 |
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 3 months |
Class Z [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 123,109 |
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 3 months |
CSSE Class I [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 800,000 |
Class of Warrant or Right, Outstanding | 800,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8.13 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 1 month 13 days |
CSSE Class II [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 1,200,000 |
Class of Warrant or Right, Outstanding | 1,200,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 9.67 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 1 month 13 days |
CSSE Class III A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 380,000 |
Class of Warrant or Right, Outstanding | 380,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.61 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 1 month 13 days |
CSSE Class III B [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Outstanding | 1,620,000 |
Class of Warrant or Right, Outstanding | 1,620,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.61 |
Class of Warrant or Right, Weighted Average Remaining Contact Term | 2 years 1 month 13 days |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Details) - segment | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of reportable segments | 1 | |
Sales Revenue, Net [Member] | UNITED STATES | Customer Concentration Risk [Member] | ||
Concentration risk percentage | 80.00% | 99.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 22, 2022USD ($) | May 10, 2022$ / shares | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares | Aug. 05, 2020USD ($) | Jul. 17, 2020USD ($) |
Subsequent Event [Line Items] | ||||||
Interest rate | 9.50% | 9.50% | ||||
9.50% Notes Due 2025 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate | 9.50% | |||||
Aggregate principal amount | $ | $ 1,100,000 | $ 21,000,000 | ||||
Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Class B | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Subsequent Event | 9.50% Notes Due 2025 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate | 9.50% | |||||
Aggregate principal amount | $ | $ 10,400,000 | |||||
Net proceeds | $ | 11,094,946 | |||||
Subsequent Event | 9.50% Notes Due 2025 [Member] | Over-Allotment option | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ | $ 1,560,000 | |||||
Subsequent Event | Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Subsequent Event | Redbox Entertainment Inc. [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Fixed Exchange Ratio Of Company Shares In Business Acquisition | 0.087 | |||||
Subsequent Event | Redbox Entertainment Inc. [Member] | Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Subsequent Event | Redbox Entertainment Inc. [Member] | Common Class B | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |