0001558370-21-011277 | 10-Q | XBRL Viewer | Chicken Soup FOR THE Soul Entertainment INC

Print Document View Excel Document

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 11, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-38125
Entity Registrant Name	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2560811
Entity Address, Address Line One	132 East Putnam Avenue – Floor 2W
Entity Address, City or Town	Cos Cob
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06807
City Area Code	855
Local Phone Number	398-0443
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001679063
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Amendment Flag	false
Common Class A And Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,240,198
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		8,585,692
Trading Symbol	CSSE
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,654,506
Series A Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	9.75% Series A Cumulative Redeemable Perpetual Preferred Stock
Security Exchange Name	NASDAQ
Trading Symbol	CSSEP
9.50% Notes Due 2025 July Notes [Member]
Document Information [Line Items]
Title of 12(b) Security	9.50% Notes Due 2025
Security Exchange Name	NASDAQ
Trading Symbol	CSSEN

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 18,404,254	$ 14,732,726
Accounts receivable, net of allowance for doubtful accounts of $778,861, and $1,035,643, respectively	44,866,479	25,996,947
Prepaid expenses and other current assets	2,008,231	1,382,502
Goodwill	41,269,946	21,448,106
Indefinite lived intangible assets	12,163,943	12,163,943
Intangible assets, net	20,459,587	19,370,490
Film library, net	72,403,995	35,239,135
Due from affiliated companies	705,499	5,648,652
Programming costs and rights, net	16,916,653	15,781,183
Other assets, net	5,019,737	4,517,102
Total assets	234,218,324	156,280,786
LIABILITIES AND EQUITY
9.50% Notes due 2025, net of deferred issuance costs of $1,600,656 and $1,798,433, respectively	31,295,244	31,097,467
Notes payable under revolving credit facility	0	2,500,000
Revolving Loan	17,585,699	0
Film acquisition advance	6,130,245	8,659,136
Accounts payable and accrued other expenses	45,500,596	21,394,957
Film library acquisition obligations	20,776,600	8,616,562
Programming obligations	1,849,375	4,697,316
Accrued participation costs	24,740,388	12,535,651
Put option obligation	11,400,000	0
Other liabilities	2,345,494	1,677,906
Total liabilities	161,623,641	91,178,995
Commitments and contingencies (Note 15)
Stockholders' Equity:
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 3,698,318 and 2,098,318 shares issued and outstanding, respectively; redemption value of $92,457,950 and $52,457,950, respectively	370	210
Additional paid-in capital	170,440,677	106,425,548
Deficit	(97,315,079)	(77,247,982)
Class A common stock held in treasury, at cost (74,235 shares)	(632,729)	(632,729)
Total stockholders' equity	72,494,683	28,546,329
Subsidiary convertible preferred stock	0	36,350,000
Noncontrolling interests	100,000	205,462
Total equity	72,594,683	65,101,791
Total liabilities and equity	234,218,324	156,280,786
Common Class A
Stockholders' Equity:
Common stock value	678	516
Common Class B
Stockholders' Equity:
Common stock value	$ 766	$ 766

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Accounts Receivable	$ 778,861	$ 1,035,643
Series A Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Liquidation Preference Per Share	$ 25.00	$ 25.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	3,698,318	2,098,318
Preferred Stock, Shares Outstanding	3,698,318	2,098,318
Preferred Stock, Redemption Amount	$ 92,457,950	$ 52,457,950
Common Class A
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	70,000,000	70,000,000
Common Stock, Shares, Issued	6,775,816	5,157,053
Common Stock, Shares, Outstanding	6,701,581	5,082,818
Treasury Stock, Common, Shares	74,235	74,235
Common Class B
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	7,654,506	7,654,506
Common Stock, Shares, Outstanding	7,654,506	7,654,506
9.50% Notes Due 2025 July Notes [Member]
Deferred Costs	$ 1,600,656	$ 1,798,433
Interest rate	9.50%

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Net revenue	$ 22,134,934	$ 13,520,540	$ 45,331,776	$ 26,764,613
Cost of revenue	15,433,719	12,933,545	31,676,653	22,843,935
Gross profit	6,701,215	586,995	13,655,123	3,920,678
Operating expenses:
Selling, general and administrative	10,964,362	7,052,776	20,199,181	13,892,673
Amortization and depreciation	1,337,678	5,241,415	2,575,705	10,446,143
Management and license fees	2,213,493	1,352,054	4,533,177	2,676,461
Total operating expenses	14,515,533	13,646,245	27,308,063	27,015,277
Operating loss	(7,814,318)	(13,059,250)	(13,652,940)	(23,094,599)
Interest expense	1,141,044	333,903	2,228,988	663,028
Acquisition-related costs				98,926
Other non-operating income, net	(144,569)	(4,331,409)	(145,139)	(4,337,847)
Loss before income taxes and preferred dividends	(8,810,793)	(9,061,744)	(15,736,789)	(19,518,706)
Provision for income taxes	15,000	18,000	29,000	67,000
Net loss before noncontrolling interests and preferred dividends	(8,825,793)	(9,079,744)	(15,765,789)	(19,585,706)
Net loss attributable to noncontrolling interests		(43,889)		(96,743)
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.	(8,825,793)	(9,035,855)	(15,765,789)	(19,488,963)
Less: preferred dividends	2,253,385	974,272	4,506,770	1,948,544
Net loss available to common stockholders	$ (11,079,178)	$ (10,010,127)	$ (20,272,559)	$ (21,437,507)
Net loss per common share:
Basic and diluted	$ (0.79)	$ (0.83)	$ (1.46)	$ (1.79)
Weighted-average common shares outstanding:
Basic and diluted	14,059,211	12,007,428	13,848,655	12,006,013

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Class A Common Stock	Common Class B Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Treasury Stock	Subsidiary convertible Preferred Stock	Noncontrolling Interests	Total
Balance at Dec. 31, 2019	$ 425	$ 782	$ 160	$ 87,610,030	$ (32,695,629)	$ (632,729)	$ 36,350,000	$ 387,663	$ 91,020,702
Balance (in shares) at Dec. 31, 2019	4,259,920	7,813,938	1,599,002
Share based compensation - stock options				213,585					213,585
Share based compensation - common stock				31,250					31,250
Shares issued to directors	$ 1			(1)
Shares issued to directors (in shares)	7,805
Dividends on preferred stock					(974,272)				(974,272)
Net loss attributable to noncontrolling interest								(52,854)	(52,854)
Net loss					(10,453,108)				(10,453,108)
Balance at Mar. 31, 2020	$ 426	$ 782	$ 160	87,854,864	(44,123,009)	(632,729)	36,350,000	334,809	79,785,303
Balance (in shares) at Mar. 31, 2020	4,267,725	7,813,938	1,599,002
Balance at Dec. 31, 2019	$ 425	$ 782	$ 160	87,610,030	(32,695,629)	(632,729)	36,350,000	387,663	91,020,702
Balance (in shares) at Dec. 31, 2019	4,259,920	7,813,938	1,599,002
Net loss									(19,488,963)
Balance at Jun. 30, 2020	$ 426	$ 782	$ 160	88,084,137	(54,133,136)	(632,729)	36,350,000	290,920	69,960,560
Balance (in shares) at Jun. 30, 2020	4,267,725	7,813,938	1,599,002
Balance at Mar. 31, 2020	$ 426	$ 782	$ 160	87,854,864	(44,123,009)	(632,729)	36,350,000	334,809	79,785,303
Balance (in shares) at Mar. 31, 2020	4,267,725	7,813,938	1,599,002
Share based compensation - stock options				198,023					198,023
Share based compensation - common stock				31,250					31,250
Dividends					(974,272)				(974,272)
Net loss attributable to noncontrolling interest								(43,889)	(43,889)
Net loss					(9,035,855)				(9,035,855)
Balance at Jun. 30, 2020	$ 426	$ 782	$ 160	88,084,137	(54,133,136)	(632,729)	36,350,000	290,920	69,960,560
Balance (in shares) at Jun. 30, 2020	4,267,725	7,813,938	1,599,002
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)	0	0	79,998,801
Balance (in shares) at Mar. 31, 2021	6,400,766	7,654,506	3,698,318
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
Net loss									(15,765,789)
Balance at Jun. 30, 2021	$ 678	$ 766	$ 370	170,440,677	(97,315,079)	(632,729)		100,000	72,594,683
Balance (in shares) at Jun. 30, 2021	6,775,816	7,654,506	3,698,318
Balance at Mar. 31, 2021	$ 640	$ 766	$ 370	166,865,655	(86,235,901)	(632,729)	$ 0	0	79,998,801
Balance (in shares) at Mar. 31, 2021	6,400,766	7,654,506	3,698,318
Share based compensation - stock options				200,594					200,594
Share based compensation - common stock				31,250					31,250
Shares issued to directors	$ 1			(1)
Shares issued to directors (in shares)	2,290
Sonar business combination								100,000	100,000
Issuance of common stock	$ 3			952,263					952,266
Issuance of common stock (in shares)	26,000
Stock options exercised	$ 28			2,123,757					2,123,785
Stock options exercised (in shares)	282,360
Warrant exercises - Class W and Z	$ 6			267,159					267,165
Warrant exercises - Class W and Z (in shares)	64,400
Dividends on preferred stock					(2,253,385)				(2,253,385)
Net loss					(8,825,793)				(8,825,793)
Balance at Jun. 30, 2021	$ 678	$ 766	$ 370	$ 170,440,677	$ (97,315,079)	$ (632,729)		$ 100,000	$ 72,594,683
Balance (in shares) at Jun. 30, 2021	6,775,816	7,654,506	3,698,318

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from Operating Activities:
Net loss	$ (15,765,789)	$ (19,585,706)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	463,688	474,108
Programming amortization	2,943,995	165,393
Film library amortization	13,743,925	8,800,473
Amortization of deferred financing costs	212,122	20,306
Amortization and depreciation of intangibles, property and equipment	3,342,371	10,701,700
Bad debt and video return expense	1,602,049	2,534,336
Realized losses on marketable securities	0	100,607
Other non-operating income	0	(5,404,482)
Changes in operating assets and liabilities:
Trade accounts receivable	(3,075,796)	9,553,351
Prepaid expenses and other assets	(602,516)	(1,092,921)
Programming costs and rights	(4,079,465)	(1,470,127)
Film library	(37,908,785)	(16,655,794)
Accounts payable, accrued expenses and other payables	41,219	280,672
Film library acquisition and programming obligations	9,312,097	2,430,151
Accrued participation costs	12,204,737	6,997,561
Other liabilities	667,588	1,313,944
Net cash used in operating activities	(16,898,560)	(836,428)
Cash flows from Investing Activities:
Expenditures for property and equipment	(527,752)	(387,386)
Sales of marketable securities	0	334,595
Business Combination	(1,143,518)	0
Decrease in due from affiliated companies, net	4,943,153	2,645,678
Net cash provided by investing activities	3,271,883	2,592,887
Cash flows from Financing Activities:
Repayments of commercial loan	0	(1,600,000)
Repayments of revolving credit facility	(2,500,000)	0
Repayment of film acquisition advance	(2,528,891)	0
Repayment on Revolving Loan	(687,232)	0
Proceeds from exercise of stock options and warrants	2,385,325	0
Dividends paid to preferred stockholders	(4,181,810)	(1,948,544)
Net cash provided by (used in) financing activities	17,298,205	(3,548,544)
Net increase in cash and cash equivalents	3,671,528	(1,792,085)
Cash and cash equivalents at beginning of period	14,732,726	6,447,402
Cash and cash equivalents at end of the period	18,404,254	4,655,317
Supplemental data:
Cash paid for interest	2,437,623	443,581
Non-cash investing activities:
Property and equipment in accounts payable and accrued expenses	$ 327,460	$ 4,600,000
Non-cash financing activities:
Preferred stock issued for Crackle Plus acquisition	40,000,000	0
Common Class A
Cash flows from Financing Activities:
Proceeds from issuance of common stock	$ 24,810,813	$ 0

Description of the Business

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Note 1 – Description of the Business

Chicken Soup for the Soul Entertainment, Inc. (the “Company”) is a Delaware corporation formed on May 4, 2016. We operate video-on-demand networks and are a leading global independent television and film distribution company with one of the largest independently owned television and film libraries.

The Company operates and is managed by the Company’s CEO Mr. William J. Rouhana, Jr., as one reportable segment, the production and distribution of video content with a focus on the Company’s streaming networks. The Company currently operates in the United States and internationally and derives its revenue primarily in the United States. The Company has a presence in over 56 countries and territories worldwide.

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

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, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, estimated film ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for income taxes and amortization of programming and film library costs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments and estimates. Actual results may differ from these estimates.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim 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, 2020. 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.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 3 – Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In March 2020, FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and

hedging relationships entered into or evaluated after December 31, 2022. The Company adopted ASU-2020-04 in the second quarter of 2021 on a prospective basis and will apply this guidance as contracts are modified through December 2022. The adoption did not have an immediate direct impact on our financial statements. We do not expect there to be a material impact on our financial statements.

In March 2019, FASB issued Accounting Standards Update (“ASU”) No. 2019-02, “Improvements to Accounting for Costs of Films and License Agreements for Program Materials.” The amendments in this ASU align the accounting for production costs of an episodic television series with the accounting for production costs of films. In addition, the ASU modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements under the current film and broadcaster entertainment industry guidance. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020 (fiscal year 2021 for the Company). The new guidance was applied on a prospective basis. The Company adopted ASU 2019-02 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed consolidated financial statements.

In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808) – Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this ASU clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020 (fiscal year 2021 for the Company). The Company adopted ASU 2018-18 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after December 15, 2020 (fiscal year 2021 for the Company). The Company adopted ASU 2018-15 in the first quarter of 2021 and the adoption had no material impact to the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022 (fiscal year 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 was effective for public companies’ fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach. Because the Company is an

emerging growth company, adoption is not required until fiscal years beginning after December 15, 2021 as recently deferred by FASB. The Company is currently assessing the potential impact ASU 2016-02 will have on its consolidated financial statements. Based on the Company’s preliminary assessment, the impact of implementation is expected to have a material impact on its consolidated financial statements. If adopted, the Company estimates the right-of-use lease asset and corresponding lease liability will each total approximately $14,900,000, respectively, as of June 30, 2021. The Company does not expect adoption to have any material impact on its results from operations and financial condition.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=112272810&loc=SL108384541-122693

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)(2)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (g)(1)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (j)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-URI http://asc.fasb.org/extlink&oid=112272810&loc=d3e31137-122693

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)

+ Details

Business Combination

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Business Combination

Note 4 – Business Combination

On May 21, 2021, the Company consummated its acquisition of the principal assets of Sonar Entertainment, Inc. (“SEI”) and certain of the direct and indirect subsidiaries of SEI (collectively, “Sonar”). Sonar is an award-winning independent television studio that owns, develops, produces, finances and distributes content for global audiences. In consideration for the assets purchased from Sonar (“Purchased Assets”), the Company paid to Sonar an initial cash purchase price of $18,902,000 and from time to time will be required to pay additional purchase price based on the performance of the acquired assets.

During the 18-month period following the closing, the Company has the right (the “Buyout Option”), exercisable upon written notice to Sonar during such period, to buy out all future entitlements (i.e., additional purchase price and other entitlements not yet due and payable to Sonar as of the date of such notice) in exchange for a one-time payment to Sonar. In connection with the transaction, the Company formed a new subsidiary, CSS AVOD Inc., and issued shares of common stock, representing 5% of the after-issued equity of CSS AVOD, to MidCap Financial Trust, as Agent. At any time during the three-year period immediately following the 18-month anniversary of the asset purchase agreement closing, MidCap, as Agent, shall have the right upon 60 days’ prior written notice to CSSE to require CSSE to purchase such CSS AVOD Shares for $11,500,000 (“Put Election”).

The Sonar acquisition was accounted for as a purchase of a business in accordance with ASC 805 and the aggregate purchase price consideration of $53,812,000 has been allocated to assets acquired and liabilities assumed, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities was recorded as goodwill.

The purchase price allocation is preliminary and subject to change up to one year after the date of acquisition and could result in changes to the amounts recorded below. The preliminary allocation of the purchase price to the fair values of the assets acquired assumed at the date of the acquisition was as follows:


	May 21, 2021
Accounts receivable, net	$	17,390,160
Film library		13,000,000
Intangible asset		3,600,000
Total identifiable assets acquired		33,990,160
Goodwill		19,821,840
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, theCompany 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.

Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 5 – Revenue Recognition

Revenue from contracts with customers is recognized as an unsatisfied performance obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control or the completion of services as we satisfy contractual performance obligations at a point in time or over time. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms, the distribution of film content, production of episodic television series and production related services. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are valued at a fixed price at inception and can sometimes include variable consideration and do not include any financing components in our normal course of business. Sales tax, value added tax, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue.

The following tables disaggregate our revenue by source:


	Three Months Ended June 30,
							% of
	2021		% of revenue		2020		revenue
Revenue:
VOD and streaming	$	15,086,175	68	%	$	9,693,169	72	%
Licensing and other		7,048,759	32	%		3,827,371	28	%
Net revenue	$	22,134,934	100	%	$	13,520,540	100	%


	Six Months Ended June 30,
							% of
	2021		% of revenue		2020		revenue
Revenue:
VOD and streaming	$	28,977,124	64	%	$	20,904,388	78	%
Licensing and other		16,354,652	36	%		5,860,225	22	%
Net revenue	$	45,331,776	100	%	$	26,764,613	100	%

VOD and streaming

VOD and streaming revenue included in this revenue source is generated as the Company distributes and exhibits VOD content through the Crackle Plus network directly to consumers across all digital platforms, such as connected TV’s, smartphones, tablets, gaming consoles and the web through our owned and operated AVOD networks. In addition this revenue source includes, transactional video on demand (TVOD) sales, cable tv and barter syndication generated revenues. We generate VOD and streaming revenues for our VOD networks in three primary ways, selling advertisers product and content integrations and sponsorships related to our productions, selling advertisers the ability to present content to our viewers, often with fewer commercials, and selling advertisers video ad inventory on our VOD networks; we also generate revenues via direct to consumer sales on TVOD platforms.

Revenue from VOD and streaming are recorded as content with integrations and sponsorships are delivered and ready for exploitation, content with presenters are aired, over time as advertisements are delivered and when monthly activity is reported by TVOD partners.

Licensing and other

Licensing and other revenue included in this revenue source is generated as the Company licenses movies and television series worldwide, through Screen Media Ventures, through license agreements across channels, including theatrical and home video. We own the copyright or long-term distribution rights to over 1,000 television series and feature films, representing one of the largest independently owned libraries of filmed entertainment in the world.

Revenue from the Licensing and production of movies, television series and programs and short-form video content is recognized when or as the Company transfers control of the contracted asset to the customer. The transfer of control is represented by the Company’s delivery of the contracted asset (or the Company otherwise makes available unconditionally) to the customer and the license period during which the customer is able to benefit from its right to access or its right to use the asset has begun. Cash advances received by the Company are recorded as deferred revenue until all performance obligations have been satisfied.

For all customer contracts, the Company evaluates whether it is the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, the Company reports revenue for show productions, films distributed, and advertising placed on CSSE properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our vendors is recorded as a cost of revenue). The Company is the principal because we control the contract asset before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the asset, being primary obligor to our customers, having discretion in establishing pricing, or a combination of these factors. The Company also generates revenue through agency relationships in which revenue is reported net of agency commissions and publisher payments in arrangements where we do not own the asset in the form of content or ad inventory.

No impairment losses have arisen from any Company contracts with customers during the six months ended June 30, 2021 and 2020, respectively.

Performance obligations

The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have either a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in the contract. In cases where estimates are needed to allocate the transaction price, we use historical experience and projections based on currently available information.

Contract balances

Contract balances include the following:


	June 30,		December 31,
	2021		2020
Accounts receivable, net	$	29,293,485	$	14,588,684
Contract assets (included in accounts receivable)		15,572,994		11,408,263
Total accounts receivable, net	$	44,866,479	$	25,996,947

Deferred revenue (included in other liabilities)	$	658,404	$	590,624

Contract assets are primarily comprised of unbilled receivables that are generally paid over time in accordance with the terms of our contracts with customers and are transferred to accounts receivable when the timing and right to payment becomes unconditional. Contract liabilities or deferred revenues relate to advance consideration received from customers under the terms of our contractual arrangements in advance of satisfaction of the contractual performance obligation. We generally receive payments from customers based upon contractual billing schedules and arrangements.

Contract receivables are recognized in the period the Company performs the agreed upon performance obligations and the Company’s right to consideration becomes unconditional. Payment terms vary by the type and location of our customer and the goods or services provided. The term between invoicing and when payment is due is not significant.

A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a future event, other than the passage of time (i.e. type of unbilled receivable). Given the nature of our business from time to time we engage with customers for terms that include minimum guarantees which are contractually paid over a period of time that may extend past one year at a variable rate of payment – based on sales and collections made by the customer from third parties. These minimum guarantees are generally collectible via royalty payments at an agreed rate which are collected on a monthly or quarterly basis. Contractual arrangements containing minimum guarantees are evaluated on a contract by contract basis for the need for present value treatment. As of the financial statement date no arrangements requiring present value treatment have been identified.

The Company records deferred revenue (also referred to as contract liabilities under Topic 606) when cash payments are received in advance of our satisfying our performance obligations. Our deferred revenue balance primarily relates to advance payments received related to our content distribution rights agreements and our production sponsorship arrangements. These contract liabilities are recognized as revenue when the related performance obligations are satisfied. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the six months ended June 30, 2021.

Arrangements with multiple performance obligations

In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Share-Based Compensation

6 Months Ended

Jun. 30, 2021

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Note 6 – Share-Based Compensation

Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to 1,250,000 common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan.

The Company recognizes stock options granted under the Plan at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company.

The compensation expense associated with these stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended June 30, 2021 and 2020, the Company recognized $200,594 and $198,023, respectively, and for the six months ended June 30, 2021 and 2020, the Company recognized $401,188 and $411,608, 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 June 30, 2021 is as follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2020	1,131,250	$	8.13	2.66	$	13,417,900
Granted	—		—
Forfeited	(6,250)		9.51
Exercised ^(a)	(382,360)		7.25
Expired	—		—
Outstanding at June 30, 2021	742,640	$	8.57	2.25	$	24,382,731

Vested and exercisable at June 30, 2021	580,976	$	8.16	1.95	$	19,310,909

^{(a) ) During the six months ended June 30, 2021,}^100,000^{stock options were exercised and converted to}^77,415^{shares of Class A Common Stock via the cashless exercise option.}

As of June 30, 2021 the Company had unrecognized pre-tax compensation expense of $773,338 related to non-vested stock options under the Plan of which $392,012, $285,659 and $95,667 will be recognized in 2021, 2022 and 2023, respectively.

We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows:


	Six Months Ended June 30,
Weighted Average Assumptions:	2021			2020
Expected dividend yield		0.0	%		0.0	%
Expected equity volatility		55.8	%		56.1	%
Expected term (years)		5			5
Risk-free interest rate		2.01	%		2.22	%
Exercise price per stock option	$	8.57		$	7.73
Market price per share	$	8.30		$	7.27
Weighted average fair value per stock option	$	4.02		$	3.51

The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options.

The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants.

The Company also awards common stock under the Plan to directors, employees and third-party consultants that provide services to the Company. The value is based on the market price of the stock on the date granted and amortized over the vesting period. For the three months ended June 30, 2021 and 2020, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $31,250 and in each of the periods. For the six months ended June 30, 2021 and 2020, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $62,500 in each of the periods.

Earnings Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Note 7 - Earnings Per Share

Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. A net loss available to common stockholders causes all potentially dilutive securities to be anti-dilutive.

Basic and diluted loss per share are computed as follows:


	Three Months Ended June 30,
	2021		2020
Net loss available to common stockholders	$	(11,079,178)	$	(10,010,127)

Basic weighted-average common shares outstanding		14,059,211		12,007,428
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		14,059,211		12,007,428

Basic and diluted loss per share	$	(0.79)	$	(0.83)

Anti-dilutive stock options and warrants		3,892,936		83,282


	Six Months Ended June 30,
	2021		2020
Net loss available to common stockholders	$	(20,272,559)	$	(21,437,507)

Basic weighted-average common shares outstanding		13,848,655		12,006,013
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		13,848,655		12,006,013

Basic and diluted loss per share	$	(1.46)	$	(1.79)

Anti-dilutive stock options and warrants		3,658,102		91,829

Programming Costs

6 Months Ended

Jun. 30, 2021

Entertainment [Abstract]

Programming Costs

Note 8 – Programming Costs

Programming costs and rights, consists of the following:


	June 30,		December 31,
	2021		2020
Programming costs released	$	25,253,675	$	22,986,486
In production		—		—
In development		6,451,445		4,639,169
Accumulated amortization ^(a)		(15,216,552)		(12,298,648)
Programming costs, net		16,488,568		15,327,007

Programming rights		1,209,362		1,209,362
Accumulated amortization		(781,277)		(755,186)
Programming rights, net		428,085		454,176

Programming costs and rights, net	$	16,916,653	$	15,781,183

^(a) ^{As of June 30, 2021 and December 31, 2020, accumulated amortization includes impairment expense of}^$0^and^$2,213,032^{, respectively}^.

Programming costs consists primarily of episodic television programs which are available for distribution through a variety of platforms, including Crackle. Amounts capitalized include development costs, production costs and direct production overhead.

Costs to create episodic programming are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation.

Programming rights consists of licenses to various titles which the company makes available for streaming on Crackle for an agreed upon license period.

Amortization of programming costs related to episodic television programs and programming rights related to licensed content is as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Programming costs	$	712,043	$	6,873	$	2,917,904	$	63,751
Programming rights		1,340		47,891		26,091		101,642
Total programming amortization expense	$	713,383	$	54,764	$	2,943,995	$	165,393

During the three and six months ended June 30, 2021 and 2020, the Company did not record any impairment related to programming costs.

Film Library

6 Months Ended

Jun. 30, 2021

Film Costs [Abstract]

Film Library

Note 9 – Film Library

Film library costs, net of amortization, consists of the following:


	June 30,		December 31,
	2021		2020
Film library acquisition costs	$	129,238,879	$	78,330,094
Accumulated amortization ^(a)		(56,834,884)		(43,090,959)
Net film library costs	$	72,403,995	$	35,239,135

^{(a) As of June 30, 2021 and December 31, 2020, accumulated amortization includes impairment expense of}^$0^and^$1,760,846^{, respectively.}

Film library consists primarily of the cost of acquiring film distribution rights and related acquisition and accrued participation costs. Costs related to film distribution rights are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenue expected to be recognized from various forms of exploitation.

Amortization of film library costs is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Film library amortization expense	$	6,840,009	$	6,359,392	$	13,743,925	$	8,800,473

Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 10 - Intangible Assets

Indefinite lived intangible assets, consists of the following:


	June 30,		December 31,
	2021		2020
Intangible asset - video content license	$	5,000,000	$	5,000,000
Popcornflix film rights and other assets		7,163,943		7,163,943
Total	$	12,163,943	$	12,163,943

Intangible assets, net, consists of the following:


		Gross				Net
		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount
June 30, 2021:
Acquired customer base	$	2,290,241	$	1,316,889	$	973,352
Non-compete agreement		530,169		508,078		22,091
Website development		389,266		324,388		64,878
Crackle Plus content rights		1,708,270		1,210,025		498,245
Crackle brand value		18,807,004		5,709,269		13,097,735
Crackle Plus partner agreements		4,005,714		1,702,428		2,303,286
Distribution Network		3,600,000		100,000		3,500,000
Total	$	31,330,664	$	10,871,077	$	20,459,587

December 31, 2020:
Acquired customer base	$	2,290,241	$	1,087,865	$	1,202,376
Non-compete agreement		530,169		419,717		110,452
Website development		389,266		259,510		129,756
Crackle Plus content rights		1,708,270		925,313		782,957
Crackle brand value		18,807,004		4,365,912		14,441,092
Crackle Plus partner agreements		4,005,714		1,301,857		2,703,857
Total	$	27,730,664	$	8,360,174	$	19,370,490

Amortization expense was $1,305,451 and $5,179,447 for the three months ended June 30, 2021 and 2020, respectively, and $2,510,903 and $10,358,894 for the six months ended June 30, 2021 and 2020, respectively.

As of June 30, 2021 amortization expense for the next 5 years is expected be:


Remainder of 2021	$	2,944,633
2022		5,359,440
2023		4,974,138
2024		3,487,143
2025		2,686,715
Thereafter		1,007,518
Total	$	20,459,587

Goodwill consists of the following:


	June 30,		December 31,
	2021		2020
Goodwill: Pivotshare	$	1,300,319	$	1,300,319
Goodwill: A Plus		1,236,760		1,236,760
Goodwill: Crackle Plus		18,911,027		18,911,027
Goodwill: Halcyon		19,821,840		—
Total	$	41,269,946	$	21,448,106

There was no impairment recorded related to goodwill and intangible assets in the three and six months ended June 30, 2021 and 2020, respectively.

Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

Note 11 – Debt

Revolving Loan

On May 21, 2021, the Company entered into a credit agreement with Midcap Financial Trust. The credit agreement provides the Company with a revolving loan in an aggregate principal amount not to exceed $20,000,000 at any time outstanding. On the closing date, the Company made an initial draw down on the loan of $18,272,931 in connection with funding the SEI acquisition. The availability under the loan at any time is subject to the Borrowing Base, which is equal to 85% of the Eligible Accounts minus the sum of all Reserves.

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, as may be agreed by the Agent, cash on hand in an aggregate amount of not less than $6,000,000. The Company is in compliance with all covenants as of June 30, 2021.

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

On August 27, 2020, the Company entered into a Film Acquisition Advance Agreement with Great Point Media Limited (“GPM”). GPM advanced to the Company $10,210,000 of acquisition advances on August 28, 2020 (the “Acquisition

Advance”) and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to the agreement, GPM has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc., CSSE’s wholly owned subsidiary. The Company will pay the SPV on a quarterly basis adjusted gross receipts generated on each of the assigned productions during the two-year term of the agreement, until the SPV has recouped the full Acquisition Advance for each of the productions together with interest and additional participation amounts on gross receipts generated by the productions. The Acquisition Advance bears interest at 10% per annum compounded monthly on the amount outstanding. In the event the SPV has not recouped the full Acquisition Advance from gross receipts generated within the two-year contractual term, the Company shall pay the remaining balance outstanding, if any, by no later than November 30, 2022. For the six months ended June 30, 2021, the Company repaid $2,528,891 of the principal outstanding under the Film Acquisition Advance.

Revolving Credit Facility

On October 11, 2019, the Company created a majority owned subsidiary Landmark Studio Group. Through Landmark Studio Group, the Company entered into a Revolving Credit Facility (“Revolving Credit Facility”) with Cole Investments VII, LLC. The Revolving Credit Facility consists of a line of credit in the amount of $5,000,000 and bears interest of 8% per annum.

On July 23, 2020, the Company repaid $2,500,000 of the principal outstanding under the Revolving Credit Facility. The outstanding principal was repayable in full on October 11, 2021.

On March 3, 2021, the Company repaid the remaining outstanding principal of $2,500,000 and terminated the Revolving Credit Facility.

Long-term debt for the periods presented was as follows:


	June 30,		December 31,
	2021		2020
Notes due 2025	$	32,895,900	$	32,895,900
Revolving Credit Facility		—		2,500,000
Revolving Loan		17,585,699		—
Film Acquisition Advance		6,130,245		8,659,136
Total debt		56,611,844		44,055,036
Less: debt issuance costs		1,600,656		1,798,433
Less: current portion		—		2,500,000
Total long-term debt	$	55,011,188	$	39,756,603

As of June 30, 2021, the expected aggregate maturities of debt for each of the next five years are as follows:



Remainder of 2021	$	—
2022		6,130,245
2023		—
2024		17,585,699
2025		32,895,900
	$	56,611,844

Put Option Obligation

6 Months Ended

Jun. 30, 2021

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 June 30, 2021, the 5% interest in CSS AVOD, Inc consists of the following,


	June 30, 2021
Put Option Obligation	$	11,400,000
Noncontrolling Interests		100,000
Total	$	11,500,000

Income Taxes

6 Months Ended

Jun. 30, 2021

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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Current provision:
States	$	15,000	$	18,000	$	29,000	$	67,000
Total current provision	$	15,000	$	18,000	$	29,000	$	67,000

Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows:


	June 30,		December 31,
	2021		2020
Deferred tax assets:
Net operating loss carry-forwards	$	10,500,000	$	10,428,000
Acquisition-related costs		561,000		723,000
Film library and other intangibles		14,245,000		11,968,000
Deferred state taxes		573,000		39,000
Other		128,000		—
Less: valuation allowance		(23,888,000)		(20,003,000)
Total deferred tax assets		2,119,000		3,155,000
Deferred tax liabilities:
Programming costs		1,810,000		2,715,000
Other assets		309,000		440,000
Total deferred tax liabilities		2,119,000		3,155,000
Net deferred tax asset	$	—	$	—

The Company and its subsidiaries have combined net operating losses of approximately $38,996,000, $10,843,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $28,153,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company.

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Additionally the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The deferred tax asset valuation allowance increased by $2,589,000 and $2,098,000 during the three months ended June 30, 2021 and 2020, respectively.The deferred tax asset valuation allowance increased by $3,885,000 and $4,403,000 during the six months ended June 30, 2021 and 2020, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions

Note 14 – Related Party Transactions

At June 30, 2021 and December 31, 2020, the Company is owed $705,499 and $5,648,652, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances.

For the three months ended June 30, 2021 and 2020, the Company recorded management and license fees of $2,213,493 and $1,352,054, respectively, and $4,533,177 and $2,676,461 for the six months ended June 30, 2021 and 2020, respectively, payable to CSS.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15 - Commitments and Contingencies

Operating Leases

The Company is obligated under non-cancellable lease agreements for certain facilities and services, which frequently include renewal options and escalation clauses. For leases that contain predetermined fixed escalations, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and amounts payable under the lease as lease obligations. Lease obligations due within one year are included in accounts payable and accrued expenses on our condensed consolidated balance sheets. These leases expire at various points through 2031.

Rent expense related to these leases was $499,711 and $436,007 for the three months ended June 30, 2021 and 2020, respectively, and $999,422 and $914,308 for the six months ended June 30, 2021 and 2020, respectively.

Content Obligations

Content obligations include amounts related to the acquisition, licensing and production of content. An obligation for the acquisition and licensing of content is incurred at the time we enter into an agreement to obtain future titles. Once a title is delivered, accepted and becomes available for exploitation, a content liability is recorded on the condensed consolidated balance sheet.

As of June 30, 2021, the Company had $47,366,363 of content obligations, comprised of $20,776,600 in film library acquisition obligations, $1,849,375 of programming obligations and $24,740,388 of accrued participation costs.

As of December 31, 2020, the Company had $25,849,529 of content obligations, comprised of $8,616,562 in film library acquisition obligations, $4,697,316 of programming obligations and $12,535,651 of accrued participation costs.

In the ordinary course of business, the Company from time to time enters into contractual arrangements under which it agrees to commitments with producers and other content providers for the acquisition of content and distribution rights

which are in production or have not yet been completed, delivered to, and accepted by the Company ready for exploitation. Based on those contractual arrangements, the Company is committed but is not contractually liable to transfer any financial consideration until final delivery and acceptance has occurred. These commitments which are expected to be fulfilled in the normal course of business have been included below. The Company does not include any estimated obligation for these future titles beyond the known minimum amount.

Future minimum payments under non-cancelable operating leases and content agreements as of June 30, 2021 were as follows:



Remainder of 2021	$	2,351,768
2022		11,489,647
2023		5,552,186
2024		1,287,430
2025		1,313,178
2026 - 2031		8,052,953
Total minimum lease and content payments	$	30,047,162

Legal and Other Matters

The Company is not presently a party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on its business, financial condition, or results of operations.

Stockholders' Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Stockholders' Equity

Note 16 – Stockholders’ Equity

Subsidiary Convertible Preferred Stock

The subsidiary convertible preferred stock represented the equity attributable to the noncontrolling interest holder as a part of the Crackle Plus business combination. Given the terms of the transaction, the noncontrolling interest holder had the right to convert their Preferred Units in Crackle Plus into Common Units representing common ownership of 49% in Crackle Plus or into Series A Preferred Stock of the Company.

On January 13, 2021, the Company issued 1,600,000 shares of its Series A Preferred Stock to CPEH pursuant to the Put Option granted to CPEH under the JV Operating Agreement, as amended. The Put Option was exercised on December 14, 2020. The Company had the option to elect to pay cash in lieu of issuing Series A Preferred Stock. The Company elected to satisfy the Put Option entirely through the issuance of Series A Preferred Stock. As a result of CPEH’s exercise of the Put Option, the Company now owns 100% of Crackle Plus.

Warrants

Warrant activity as of June 30, 2021 is as follows:


						Weighted
				Weighted		Average
				Average		Remaining
	Outstanding		Outstanding	Exercise		Contract
Warrants	at December 31, 2020	Exercised ^(a)	at June 30, 2021	Price		Term (Yrs.)
Class W	622,622	(89,625)	532,997	$	7.50	2.00
Class Z	180,618	(47,173)	133,445		12.00	3.00
CSSE Class I	800,000	—	800,000		8.13	2.87
CSSE Class II	1,200,000	—	1,200,000		9.67	2.87
CSSE Class III-A	380,000	—	380,000		11.61	2.87
CSSE Class III-B	1,620,000	—	1,620,000		11.61	2.87
Total	4,803,240	(136,798)	4,666,442	$	10.06	2.78

^{(a) During the six months ended June 30, 2021}^102,778^{warrants were exercised and converted into}^73,951^{shares of Class A Common Stock via the cashless exercise option.}

Segment Reporting and Geographic Information

6 Months Ended

Jun. 30, 2021

Segment and Geographic Information [Abstract]

Segment Reporting and Geographic Information

Note 17 – Segment Reporting and Geographic Information

The Company’s reportable segment has been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. We have a presence in over 56 countries and territories worldwide and intend to continue to sell our video content internationally.

Net revenue generated in the United States accounted for approximately 98% and 99% of total net revenue for the three months ended June 30, 2021 and 2020, respectively, and 96% and 99% for the six months ended June 30, 2021 and 2020, respectively. Remaining net revenue was generated in the rest of the world. Long-lived assets are 100% based in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 18 – Subsequent Events

Underwritten Public Common Stock Offering

On July 7, 2021, the Company completed an underwritten public offering of 1,875,000 shares of common stock at a price $40.00 per common share, generating gross proceeds of $75,000,000.

Business Combination (Tables)

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]


	May 21, 2021
Accounts receivable, net	$	17,390,160
Film library		13,000,000
Intangible asset		3,600,000
Total identifiable assets acquired		33,990,160
Goodwill		19,821,840
Net assets acquired	$	53,812,000

Schedule of Business Acquisitions, by Acquisition [Table Text Block]


Cash	$	18,902,000
Fair Value of Additional Purchase Price – Library Account Receivable		1,580,000
Fair Value of Additional Purchase Price – Contracted TV Cash Flow		13,700,000
Fair Value of Additional Purchase Price – % of Film Cash Flow		630,000
Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow		2,300,000
Fair Value of Additional Purchase Price – Development Slate Cash Flow		5,200,000
Fair Value of Additional Purchase Price – CSS AVOD Equity Put		11,500,000
Total Estimated Purchase Price	$	53,812,000

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]


	Three Months Ended June 30,
							% of
	2021		% of revenue		2020		revenue
Revenue:
VOD and streaming	$	15,086,175	68	%	$	9,693,169	72	%
Licensing and other		7,048,759	32	%		3,827,371	28	%
Net revenue	$	22,134,934	100	%	$	13,520,540	100	%


	Six Months Ended June 30,
							% of
	2021		% of revenue		2020		revenue
Revenue:
VOD and streaming	$	28,977,124	64	%	$	20,904,388	78	%
Licensing and other		16,354,652	36	%		5,860,225	22	%
Net revenue	$	45,331,776	100	%	$	26,764,613	100	%

Contract with Customer, Asset and Liability [Table Text Block]


	June 30,		December 31,
	2021		2020
Accounts receivable, net	$	29,293,485	$	14,588,684
Contract assets (included in accounts receivable)		15,572,994		11,408,263
Total accounts receivable, net	$	44,866,479	$	25,996,947

Deferred revenue (included in other liabilities)	$	658,404	$	590,624

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation, Stock Options, Activity [Table Text Block]


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2020	1,131,250	$	8.13	2.66	$	13,417,900
Granted	—		—
Forfeited	(6,250)		9.51
Exercised ^(a)	(382,360)		7.25
Expired	—		—
Outstanding at June 30, 2021	742,640	$	8.57	2.25	$	24,382,731

Vested and exercisable at June 30, 2021	580,976	$	8.16	1.95	$	19,310,909

^{(a) ) During the six months ended June 30, 2021,}^100,000^{stock options were exercised and converted to}^77,415^{shares of Class A Common Stock via the cashless exercise option.}

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]


	Six Months Ended June 30,
Weighted Average Assumptions:	2021			2020
Expected dividend yield		0.0	%		0.0	%
Expected equity volatility		55.8	%		56.1	%
Expected term (years)		5			5
Risk-free interest rate		2.01	%		2.22	%
Exercise price per stock option	$	8.57		$	7.73
Market price per share	$	8.30		$	7.27
Weighted average fair value per stock option	$	4.02		$	3.51

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]


	Three Months Ended June 30,
	2021		2020
Net loss available to common stockholders	$	(11,079,178)	$	(10,010,127)

Basic weighted-average common shares outstanding		14,059,211		12,007,428
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		14,059,211		12,007,428

Basic and diluted loss per share	$	(0.79)	$	(0.83)

Anti-dilutive stock options and warrants		3,892,936		83,282


	Six Months Ended June 30,
	2021		2020
Net loss available to common stockholders	$	(20,272,559)	$	(21,437,507)

Basic weighted-average common shares outstanding		13,848,655		12,006,013
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		13,848,655		12,006,013

Basic and diluted loss per share	$	(1.46)	$	(1.79)

Anti-dilutive stock options and warrants		3,658,102		91,829

Programming Costs (Tables)

6 Months Ended

Jun. 30, 2021

Entertainment [Abstract]

Schedule of programming costs, net of amortization


	June 30,		December 31,
	2021		2020
Programming costs released	$	25,253,675	$	22,986,486
In production		—		—
In development		6,451,445		4,639,169
Accumulated amortization ^(a)		(15,216,552)		(12,298,648)
Programming costs, net		16,488,568		15,327,007

Programming rights		1,209,362		1,209,362
Accumulated amortization		(781,277)		(755,186)
Programming rights, net		428,085		454,176

Programming costs and rights, net	$	16,916,653	$	15,781,183

^(a) ^{As of June 30, 2021 and December 31, 2020, accumulated amortization includes impairment expense of}^$0^and^$2,213,032^{, respectively}^.

Schedule of programming costs amortization



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Programming costs	$	712,043	$	6,873	$	2,917,904	$	63,751
Programming rights		1,340		47,891		26,091		101,642
Total programming amortization expense	$	713,383	$	54,764	$	2,943,995	$	165,393

Film Library (Tables)

6 Months Ended

Jun. 30, 2021

Film Costs [Abstract]

Schedule of film library costs


	June 30,		December 31,
	2021		2020
Film library acquisition costs	$	129,238,879	$	78,330,094
Accumulated amortization ^(a)		(56,834,884)		(43,090,959)
Net film library costs	$	72,403,995	$	35,239,135

^{(a) As of June 30, 2021 and December 31, 2020, accumulated amortization includes impairment expense of}^$0^and^$1,760,846^{, respectively.}

Schedule of film library amortization expense


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Film library amortization expense	$	6,840,009	$	6,359,392	$	13,743,925	$	8,800,473

Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]


	June 30,		December 31,
	2021		2020
Intangible asset - video content license	$	5,000,000	$	5,000,000
Popcornflix film rights and other assets		7,163,943		7,163,943
Total	$	12,163,943	$	12,163,943

Schedule of Finite-Lived Intangible Assets [Table Text Block]


		Gross				Net
		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount
June 30, 2021:
Acquired customer base	$	2,290,241	$	1,316,889	$	973,352
Non-compete agreement		530,169		508,078		22,091
Website development		389,266		324,388		64,878
Crackle Plus content rights		1,708,270		1,210,025		498,245
Crackle brand value		18,807,004		5,709,269		13,097,735
Crackle Plus partner agreements		4,005,714		1,702,428		2,303,286
Distribution Network		3,600,000		100,000		3,500,000
Total	$	31,330,664	$	10,871,077	$	20,459,587

December 31, 2020:
Acquired customer base	$	2,290,241	$	1,087,865	$	1,202,376
Non-compete agreement		530,169		419,717		110,452
Website development		389,266		259,510		129,756
Crackle Plus content rights		1,708,270		925,313		782,957
Crackle brand value		18,807,004		4,365,912		14,441,092
Crackle Plus partner agreements		4,005,714		1,301,857		2,703,857
Total	$	27,730,664	$	8,360,174	$	19,370,490

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]


Remainder of 2021	$	2,944,633
2022		5,359,440
2023		4,974,138
2024		3,487,143
2025		2,686,715
Thereafter		1,007,518
Total	$	20,459,587

Schedule of Goodwill [Table Text Block]


	June 30,		December 31,
	2021		2020
Goodwill: Pivotshare	$	1,300,319	$	1,300,319
Goodwill: A Plus		1,236,760		1,236,760
Goodwill: Crackle Plus		18,911,027		18,911,027
Goodwill: Halcyon		19,821,840		—
Total	$	41,269,946	$	21,448,106

Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt


	June 30,		December 31,
	2021		2020
Notes due 2025	$	32,895,900	$	32,895,900
Revolving Credit Facility		—		2,500,000
Revolving Loan		17,585,699		—
Film Acquisition Advance		6,130,245		8,659,136
Total debt		56,611,844		44,055,036
Less: debt issuance costs		1,600,656		1,798,433
Less: current portion		—		2,500,000
Total long-term debt	$	55,011,188	$	39,756,603

Schedule of aggregate maturities of long-term debt



Remainder of 2021	$	—
2022		6,130,245
2023		—
2024		17,585,699
2025		32,895,900
	$	56,611,844

Put Option Obligation (Tables)

6 Months Ended

Jun. 30, 2021

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]


Cash	$	18,902,000
Fair Value of Additional Purchase Price – Library Account Receivable		1,580,000
Fair Value of Additional Purchase Price – Contracted TV Cash Flow		13,700,000
Fair Value of Additional Purchase Price – % of Film Cash Flow		630,000
Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow		2,300,000
Fair Value of Additional Purchase Price – Development Slate Cash Flow		5,200,000
Fair Value of Additional Purchase Price – CSS AVOD Equity Put		11,500,000
Total Estimated Purchase Price	$	53,812,000

CSS AVOD Inc.

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]


	June 30, 2021
Put Option Obligation	$	11,400,000
Noncontrolling Interests		100,000
Total	$	11,500,000

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Current provision:
States	$	15,000	$	18,000	$	29,000	$	67,000
Total current provision	$	15,000	$	18,000	$	29,000	$	67,000

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


	June 30,		December 31,
	2021		2020
Deferred tax assets:
Net operating loss carry-forwards	$	10,500,000	$	10,428,000
Acquisition-related costs		561,000		723,000
Film library and other intangibles		14,245,000		11,968,000
Deferred state taxes		573,000		39,000
Other		128,000		—
Less: valuation allowance		(23,888,000)		(20,003,000)
Total deferred tax assets		2,119,000		3,155,000
Deferred tax liabilities:
Programming costs		1,810,000		2,715,000
Other assets		309,000		440,000
Total deferred tax liabilities		2,119,000		3,155,000
Net deferred tax asset	$	—	$	—

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Operating Lease Commitment



Remainder of 2021	$	2,351,768
2022		11,489,647
2023		5,552,186
2024		1,287,430
2025		1,313,178
2026 - 2031		8,052,953
Total minimum lease and content payments	$	30,047,162

Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Warrants

Warrant activity as of June 30, 2021 is as follows:


						Weighted
				Weighted		Average
				Average		Remaining
	Outstanding		Outstanding	Exercise		Contract
Warrants	at December 31, 2020	Exercised ^(a)	at June 30, 2021	Price		Term (Yrs.)
Class W	622,622	(89,625)	532,997	$	7.50	2.00
Class Z	180,618	(47,173)	133,445		12.00	3.00
CSSE Class I	800,000	—	800,000		8.13	2.87
CSSE Class II	1,200,000	—	1,200,000		9.67	2.87
CSSE Class III-A	380,000	—	380,000		11.61	2.87
CSSE Class III-B	1,620,000	—	1,620,000		11.61	2.87
Total	4,803,240	(136,798)	4,666,442	$	10.06	2.78

^{(a) During the six months ended June 30, 2021}^102,778^{warrants were exercised and converted into}^73,951^{shares of Class A Common Stock via the cashless exercise option.}

Description of the Business (Details)	6 Months Ended
Description of the Business (Details)	Jun. 30, 2021 country segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments \| segment	1
Number of countries and territories worldwide the company has a presence \| country	56

Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 [Member]	Jun. 30, 2021 USD ($)
Right-of-use lease asset	$ 14,900,000
Lease liability	$ 15,200,000

Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($)	Jun. 30, 2021	May 21, 2021	Dec. 31, 2020
Purchase price consideration allocated to fair value of net assets acquired:
Goodwill	$ 41,269,946		$ 21,448,106
Sonar Entertainment Inc.
Purchase price consideration allocated to fair value of net assets acquired:
Accounts receivable, net		$ 17,390,160
Film library		13,000,000
Intangibles		3,600,000
Total identifiable assets acquired		33,990,160
Goodwill		19,821,840
Net assets acquired		$ 53,812,000

Business Combination - Purchase Price Consideration Allocation (Details) - USD ($)		6 Months Ended
	May 21, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Cash		$ 1,143,518	$ 0
Sonar Entertainment Inc.
Business Acquisition [Line Items]
Cash	$ 18,902,000
Total Estimated Purchase Price	53,812,000
Fair Value of Additional Purchase Price - Library Account Receivable \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	1,580,000
Fair Value of Additional Purchase Price - Contracted TV Cash Flow \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	13,700,000
Fair Value of Additional Purchase Price - % of Film Cash Flow \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	630,000
Fair Value of Additional Purchase Price - % of Non-TV Business Cash Flow \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	2,300,000
Fair Value of Additional Purchase Price - Development Slate Cash Flow \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	5,200,000
Fair Value of Additional Purchase Price - CSS AVOD Equity Put \| Sonar Entertainment Inc.
Business Acquisition [Line Items]
Total Estimated Purchase Price	$ 11,500,000

Business Combination (Details) - USD ($)		6 Months Ended
Business Combination (Details) - USD ($)	May 21, 2021	Jun. 30, 2021	Jun. 30, 2020
Cash consideration		$ 1,143,518	$ 0
Sonar Entertainment Inc.
Purchase price consideration	$ 53,812,000
Estimated useful lives	36 months
Cash consideration	$ 18,902,000
CSS AVOD Inc.
Cash consideration	$ 11,500,000
Percentage of shares of common stock	5.00%	5.00%
CSS AVOD Inc. \| Put Option [Member]
Cash consideration	$ 11,500,000
Percentage of shares of common stock	5.00%
CSS AVOD Inc. \| Measurement Input Strike Price [Member] \| Put Option [Member]
Initial price and strike price	11,500,000
CSS AVOD Inc. \| Measurement Input, Option Volatility [Member] \| Put Option [Member]
Initial price and strike price	100.0
CSS AVOD Inc. \| Measurement Input, Expected Term [Member] \| Put Option [Member]
Initial price and strike price	1.5
CSS AVOD Inc. \| Measurement Input Initial Price Assumption [Member] \| Put Option [Member]
Initial price and strike price	125,000

Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net revenue	$ 22,134,934	$ 13,520,540	$ 45,331,776	$ 26,764,613
Revenue
Disaggregation of Revenue [Line Items]
Net revenue	$ 22,134,934	$ 13,520,540	$ 45,331,776	$ 26,764,613
Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
VOD and streaming
Disaggregation of Revenue [Line Items]
Net revenue	$ 15,086,175	$ 9,693,169
VOD and streaming \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	68.00%	72.00%
Licensing and other
Disaggregation of Revenue [Line Items]
Net revenue	$ 7,048,759	$ 3,827,371
Licensing and other \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	32.00%	28.00%
Online networks
Disaggregation of Revenue [Line Items]
Net revenue			$ 28,977,124	$ 20,904,388
Online networks \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			64.00%	78.00%
Distribution and Production
Disaggregation of Revenue [Line Items]
Net revenue			$ 16,354,652	$ 5,860,225
Distribution and Production \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			36.00%	22.00%

Revenue Recognition - Contract assets (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Accounts receivable, net	$ 29,293,485	$ 14,588,684
Contract assets (included in accounts receivable)	15,572,994	11,408,263
Total accounts receivable, net	44,866,479	25,996,947
Deferred revenue (included in other liabilities)	$ 658,404	$ 590,624

Revenue Recognition - Additional information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) series	Jun. 30, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Impairment losses from CSSE contracts with customers \| $	$ 0.0	$ 0.0
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false]	true
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false]	true
Television and film distribution
Disaggregation of Revenue [Line Items]
Number of television series and feature films own the copyrights or long-term distribution rights \| series	1,000

Share-Based Compensation (Details) - Employee Stock Option [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Total outstanding at the beginning of the period	1,131,250
Number of Stock Options, Options forfeited	(6,250)
Number of Stock Options, Options exercised	(382,360)
Number of Stock Options, Total outstanding at the end of the period	742,640	1,131,250
Number of Stock Options, Total vested and exercisable at June 30, 2021	580,976
Weighted Average Exercise Price, Beginning of period \| $ / shares	$ 8.13
Weighted Average Exercise Price, Forfeited \| $ / shares	9.51
Weighted Average Exercise Price, Exercised \| $ / shares	7.25
Weighted Average Exercise Price, End of period \| $ / shares	8.57	$ 8.13
Weighted Average Exercise Price, Vested and Exercisable \| $ / shares	$ 8.16
Weighted Average Remaining Contract Term, Total outstanding	2 years 3 months	2 years 7 months 28 days
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable	1 year 11 months 12 days
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period \| $	$ 13,417,900
Aggregate Intrinsic Value, Total outstanding Balance, End of the period \| $	24,382,731	$ 13,417,900
Aggregate Intrinsic Value, Vested and Exercisable at June 30, 2021 \| $	$ 19,310,909
Stock options were exercised	100,000
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Converted shares	77,415

Share-Based Compensation - Weighted average assumptions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Valuation assumptions:
Expected dividend yield	0.00%	0.00%
Expected equity volatility	55.80%	56.10%
Expected term (years)	5 years	5 years
Risk-free interest rate	2.01%	2.22%
Exercise price per stock option	$ 8.57	$ 7.73
Market price per share	8.30	7.27
Weighted average fair value per stock option	$ 4.02	$ 3.51

Share-Based Compensation - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 01, 2017	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock equivalents authorized under Plan	1,250,000
Unrecognized pre-tax compensation expense		$ 773,338		$ 773,338
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan	2 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan	3 years
Scenario, Forecast [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized						$ 95,667	$ 285,659	$ 392,012
Straight-line [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized		200,594	$ 198,023	401,188	$ 411,608
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized		$ 31,250	$ 31,250	$ 62,500	$ 62,500

Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
Earnings Per Share (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net loss available to common stockholders	$ (11,079,178)	$ (10,010,127)	$ (20,272,559)	$ (21,437,507)
Basic weighted-average common shares outstanding	14,059,211	12,007,428	13,848,655	12,006,013
Weighted-average diluted common shares outstanding	14,059,211	12,007,428	13,848,655	12,006,013
Basic and diluted loss per share	$ (0.79)	$ (0.83)	$ (1.46)	$ (1.79)
Stock Options And Warrants [Member]
Dilutive effect of options and warrants	3,892,936	83,282	3,658,102	91,829

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Programming Costs (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Programming Costs (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Entertainment [Abstract]
Programming costs released	$ 25,253,675		$ 25,253,675		$ 22,986,486
In development	6,451,445		6,451,445		4,639,169
Accumulated amortization	(15,216,552)		(15,216,552)		(12,298,648)
Programming costs, net	16,488,568		16,488,568		15,327,007
Programming rights	1,209,362		1,209,362		1,209,362
Accumulated amortization	(781,277)		(781,277)		(755,186)
Programming rights, net	428,085		428,085		454,176
Programming costs and rights, net	16,916,653		16,916,653		15,781,183
Programming costs impairment	$ 0	$ 0	$ 0	$ 0	$ 2,213,032

Programming Costs - Amortization - (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Programming Costs - Amortization - (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Entertainment [Abstract]
Programming costs	$ 712,043	$ 6,873	$ 2,917,904	$ 63,751
Programming rights	1,340	47,891	26,091	101,642
Total Programming Amortization	713,383	54,764	2,943,995	165,393
Programming costs impairment	$ 0	$ 0	$ 0	$ 0	$ 2,213,032

Film Library (Details) - USD ($)	6 Months Ended	12 Months Ended
Film Library (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Film Costs [Abstract]
Film library acquisition costs	$ 129,238,879	$ 78,330,094
Accumulated amortization	(56,834,884)	(43,090,959)
Net film library costs	72,403,995	35,239,135
Film library impairment	$ 0	$ 1,760,846

Film Library- Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Film Library- Amortization (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Film Costs [Abstract]
Film library amortization expense	$ 6,840,009	$ 6,359,392	$ 13,743,925	$ 8,800,473

Intangible Assets and Goodwill - Indefinite lived Intangible assets (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Indefinite lived intangible assets	$ 12,163,943	$ 12,163,943
Video content license
Indefinite lived intangible assets	5,000,000	5,000,000
Popcornflix film rights and other assets
Indefinite lived intangible assets	$ 7,163,943	$ 7,163,943

Intangible Assets and Goodwill - Finite-lived (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Gross Carrying Amount	$ 31,330,664	$ 27,730,664
Accumulated Amortization	10,871,077	8,360,174
Net Carrying Amount	20,459,587	19,370,490
Acquired customer base
Gross Carrying Amount	2,290,241	2,290,241
Accumulated Amortization	1,316,889	1,087,865
Net Carrying Amount	973,352	1,202,376
Non-compete agreement
Gross Carrying Amount	530,169	530,169
Accumulated Amortization	508,078	419,717
Net Carrying Amount	22,091	110,452
Website Development
Gross Carrying Amount	389,266	389,266
Accumulated Amortization	324,388	259,510
Net Carrying Amount	64,878	129,756
Crackle Plus Content Rights
Gross Carrying Amount	1,708,270	1,708,270
Accumulated Amortization	1,210,025	925,313
Net Carrying Amount	498,245	782,957
Crackle Brand Value
Gross Carrying Amount	18,807,004	18,807,004
Accumulated Amortization	5,709,269	4,365,912
Net Carrying Amount	13,097,735	14,441,092
Crackle Plus Partner Agreement
Gross Carrying Amount	4,005,714	4,005,714
Accumulated Amortization	1,702,428	1,301,857
Net Carrying Amount	2,303,286	$ 2,703,857
Distribution Network
Gross Carrying Amount	3,600,000
Accumulated Amortization	100,000
Net Carrying Amount	$ 3,500,000

Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2021	$ 2,944,633
2022	5,359,440
2023	4,974,138
2024	3,487,143
2025	2,686,715
Thereafter	1,007,518
Amortization expense	$ 20,459,587	$ 19,370,490

Intangible Assets and Goodwill - Goodwill (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Goodwill	$ 41,269,946	$ 21,448,106
Pivotshare Inc
Goodwill	1,300,319	1,300,319
A Plus
Goodwill	1,236,760	1,236,760
Crackle Plus
Goodwill	18,911,027	18,911,027
Halcyon
Goodwill	$ 19,821,840	$ 0

Intangible Assets and Goodwill - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,305,451	$ 5,179,447	$ 2,510,903	$ 10,358,894
Goodwill and intangible asset impairment	$ 0	$ 0	$ 0	$ 0

Debt - Schedule (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Total debt	$ 56,611,844	$ 44,055,036
Less: debt issuance costs	1,600,656	1,798,433
Less: current portion		2,500,000
Total long-term debt	55,011,188	39,756,603
Revolving credit facility
Total debt		2,500,000
Revolving Loan
Total debt	17,585,699
9.50% Notes Due 2025 July Notes [Member]
Total debt	32,895,900	32,895,900
Film Acquisition Advance [Member]
Total debt	$ 6,130,245	$ 8,659,136

Debt - Future principal payments (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 6,130,245
2024	17,585,699
2025	32,895,900
Total debt	$ 56,611,844	$ 44,055,036

Debt - Narrative (Details) - USD ($)						6 Months Ended
Debt - Narrative (Details) - USD ($)	May 21, 2021	Mar. 03, 2021	Aug. 27, 2020	Jul. 23, 2020	Jul. 17, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 29, 2020	Dec. 22, 2020	Aug. 05, 2020	Oct. 11, 2019
Repayments of commercial loan						$ 2,500,000	$ 0
Repayment of film acquisition advance						$ 2,528,891	0
Revolving credit facility
Original principal amount											$ 5,000,000
Interest rate											8.00%
Repayments of commercial loan		$ 2,500,000		$ 2,500,000
Revolving Loan
Interest rate	0.75%
Revolving Loan \| LIBOR
Interest rate	4.00%
Revolving Loan \| Midcap Financial Trust, Credit Agreement
Original principal amount	$ 20,000,000
Amount withdrawn	$ 18,272,931
Percentage of loan available with respect to borrowing base	85.00%
Unused line fee percentage	0.50%
Collateral management fee percentage	0.504%
Minimum cash liquidity	$ 6,000,000
9.50% Notes Due 2025 July Notes [Member]
Original principal amount					$ 21,000,000					$ 1,100,000
Interest rate					9.50%	9.50%
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								$ 25.00
Discounted percentage								2.00%
Offering price per note								$ 24.50
Film Acquisition Advance [Member]
Original principal amount			$ 10,210,000
Interest rate			10.00%
Long-term debt term			2 years
Repayment of film acquisition advance						$ 2,528,891
Commercial Loan
Repayments of commercial loan					$ 13,333,333
Common Class A
Proceeds from issuance of common stock						$ 24,810,813	$ 0

Put Option Obligation (Details) - USD ($)		6 Months Ended
Put Option Obligation (Details) - USD ($)	May 21, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Cash consideration		$ 1,143,518	$ 0
CSS AVOD Inc.
Business Acquisition [Line Items]
Percentage of shares of common stock	5.00%	5.00%
Cash consideration	$ 11,500,000
Notice period		60 days
Election period		3 years
Put Option [Member] \| CSS AVOD Inc.
Business Acquisition [Line Items]
Open Option Contracts Written, at Fair Value		$ 11,500,000
Put Option [Member] \| CSS AVOD Inc. \| Parent [Member]
Business Acquisition [Line Items]
Open Option Contracts Written, at Fair Value		11,400,000
Put Option [Member] \| CSS AVOD Inc. \| Noncontrolling Interests
Business Acquisition [Line Items]
Open Option Contracts Written, at Fair Value		$ 100,000

Income Taxes - Provision (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes - Provision (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Current provision (benefit):
States	$ 15,000	$ 18,000	$ 29,000	$ 67,000
Total current provision	$ 15,000	$ 18,000	$ 29,000	$ 67,000

Income Taxes - Deferred taxes (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Deferred Tax Assets:
Net operating loss carry-forwards	$ 10,500,000	$ 10,428,000
Acquisition-related costs	561,000	723,000
Film library and other intangibles	14,245,000	11,968,000
Deferred state taxes	573,000	39,000
Other	128,000
Less: valuation allowance	(23,888,000)	(20,003,000)
Total Deferred Tax Assets	2,119,000	3,155,000
Deferred Tax Liabilities:
Programming costs	1,810,000	2,715,000
Other assets	309,000	440,000
Total Deferred Tax Liabilities	2,119,000	3,155,000
Net deferred tax asset	$ 0	$ 0

Income Taxes - Additional information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Operating loss carryforward subject to expiration	$ 38,996,000		$ 38,996,000
Operating loss carryforwards not subject to expiration with limited annual deduction	28,153,000		$ 28,153,000
Percentage of operating loss carryforwards offset on taxable income			80.00%
Deferred tax asset valuation allowance	2,589,000	$ 2,098,000	$ 3,885,000	$ 4,403,000
Tax Year 2031 to 2037
Operating loss carryforward subject to expiration	$ 10,843,000		$ 10,843,000

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Due from affiliated companies	$ 705,499		$ 705,499		$ 5,648,652
Management And License Fees	2,213,493	$ 1,352,054	4,533,177	$ 2,676,461
CSS \| Management and license fees
Related Party Transaction [Line Items]
Management And License Fees	$ 2,213,493	$ 1,352,054	$ 4,533,177	$ 2,676,461

Commitments and Contingencies (Details)	Jun. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2021	$ 2,351,768
2022	11,489,647
2023	5,552,186
2024	1,287,430
2025	1,313,178
2026 - 2031	8,052,953
Total minimum lease payments	$ 30,047,162

Commitments and Contingencies - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Rent expense	$ 499,711	$ 436,007	$ 999,422	$ 914,308
Programming obligations	1,849,375		1,849,375		$ 4,697,316
Content Acquisition, Licensing And Production [Member]
content obligation	47,366,363		47,366,363		25,849,529
Library acquisition	20,776,600		20,776,600		8,616,562
Programming obligations	1,849,375		1,849,375		4,697,316
Other Commitment	$ 24,740,388		$ 24,740,388		$ 12,535,651

Stockholders' Equity - Narrative (Details) - shares	Jan. 13, 2021	Jun. 30, 2021
Series A Preferred Stock
Shares issued	1,600,000
Crackle Plus Entity [Member]
Common ownership percent	100.00%	49.00%

Stockholders' Equity - Warrants (Details)	6 Months Ended
Stockholders' Equity - Warrants (Details)	Jun. 30, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	4,803,240
Class of Warrant or Right, Exercised	(136,798)
Class of Warrant or Right, Outstanding	4,666,442
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 9 months 10 days
Class W [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	622,622
Class of Warrant or Right, Exercised	(89,625)
Class of Warrant or Right, Outstanding	532,997
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 7.50
Class of Warrant or Right, Weighted Average Remaining Contact Term	2 years
Class Z [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	180,618
Class of Warrant or Right, Exercised	(47,173)
Class of Warrant or Right, Outstanding	133,445
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 12.00
Class of Warrant or Right, Weighted Average Remaining Contact Term	3 years
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 10 months 13 days
CSSE Class II [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	1,200,000
Class of Warrant or Right, Outstanding	1,200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 9.67
Class of Warrant or Right, Weighted Average Remaining Contact Term	2 years 10 months 13 days
CSSE Class III A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	380,000
Class of Warrant or Right, Outstanding	380,000
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 11.61
Class of Warrant or Right, Weighted Average Remaining Contact Term	2 years 10 months 13 days
CSSE Class III B [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	1,620,000
Class of Warrant or Right, Outstanding	1,620,000
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 11.61
Class of Warrant or Right, Weighted Average Remaining Contact Term	2 years 10 months 13 days
Common Class A
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercised	102,778
Common Class A \| Class W [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	73,951

Segment Reporting and Geographic Information (Details)	3 Months Ended		6 Months Ended
Segment Reporting and Geographic Information (Details)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021 country segment	Jun. 30, 2020
Number of reportable segments \| segment			1
Number Of Countries And Territories Worldwide \| country			56
UNITED STATES
Percent of consolidated long-lived assets			100.00%
Sales Revenue, Net [Member] \| UNITED STATES \| Customer Concentration Risk [Member]
Concentration risk percentage	98.00%	99.00%	96.00%	99.00%

Subsequent Events (Details) - USD ($)	Jul. 07, 2021	Jan. 13, 2021
Series A Preferred Stock
Subsequent Event [Line Items]
Shares issued		1,600,000
Subsequent Event [Member] \| Public offerings [Member]
Subsequent Event [Line Items]
Shares issued	1,875,000
Common stock at a price	$ 40.00
Gross proceeds	$ 75,000,000