0001558370-23-014892 | 10-Q | XBRL Viewer | Chicken Soup FOR THE Soul Entertainment INC

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of components of basic and diluted loss per share


	Three Months Ended June 30,
	2023		2022
Net loss available to common stockholders	$	(43,732,399)	$	(20,783,190)

Basic weighted-average common shares outstanding		29,171,223		14,950,458
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		29,171,223		14,950,458

Basic and diluted loss per share	$	(1.50)	$	(1.39)


	Six Months Ended June 30,
	2023		2022
Net loss available to common stockholders	$	(102,309,532)	$	(34,910,150)

Basic weighted-average common shares outstanding		25,163,744		15,152,222
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		25,163,744		15,152,222

Basic and diluted loss per share	$	(4.07)	$	(2.30)

Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Compensation [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 5,000,000 common stock equivalents, inclusive of an additional 2,500,000 shares authorized by the shareholders of the Company on June 30, 2022, 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, 2023 and 2022, the Company recognized $594,613 and $894,108, respectively, and for the six months ended June 30, 2023 and 2022, the Company recognized $1,445,434 and $1,827,155, respectively, of non-cash share-based compensation expense in selling, general and administrative expenses in the condensed consolidated statements of operations.

Stock options activity through June 30, 2023 is as follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2022	1,511,046	$	14.89	3.15	$	—
Granted	—		—	—		—
Forfeited	(37,000)		19.27	—		—
Exercised	—		—	—		—
Expired	—		—	—		—
Outstanding at June 30, 2023	1,474,046	$	14.62	2.64	$	—

Vested and exercisable at December 31, 2022	889,623	$	14.02	2.62	$	—
Vested and exercisable at June 30, 2023	1,053,417	$	14.35	2.31	$	—

As of June 30, 2023 the Company had unrecognized pre-tax compensation expense of $3,419,758 related to non-vested stock options under the Plan of which $1,540,470, $1,709,556, and $169,732 will be recognized in 2023, 2024 and 2025, respectively.

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


	Six Months Ended June 30,
Weighted Average Assumptions:	2023^(a)			2022
Expected dividend yield		—	%		—	%
Expected equity volatility		—	%		68.3	%
Expected term (years)		—			5
Risk-free interest rate		—	%		2.62	%
Exercise price per stock option	$	—		$	8.83
Market price per share	$	—		$	8.83
Weighted average fair value per stock option	$	—		$	4.95

(a)

There were no stock options granted during the six months ended June 30, 2023.

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

The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, 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, 2023 and 2022, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $63,750. For the six months ended June 30, 2023 and 2022, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $127,500.

Related Party Transactions - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended			6 Months Ended
	Mar. 31, 2023	Aug. 31, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Share Price					$ 8.83		$ 8.83
Management And License Fees			$ 4,926,349		$ 3,763,695	$ 12,778,490	$ 6,684,315
CSS
Related Party Transaction [Line Items]
Percentage of voting interest by parent						79.60%
CSS management agreement and CSS license agreement
Related Party Transaction [Line Items]
Shares issued						1,534,947
Aggregate fees payable under the management and license agreement	$ 3,450,000			$ 3,450,000
Percentage of fees payable through the issuance of common stock	25.00%
Fees payable through issuance of common stock	$ 12,750,000
Amount of fees earned in second quarter	$ 51,000,000			$ 51,000,000
Share Price			$ 3.05			$ 3.05
Value of shares issuable in lieu of payments			$ 8,100,000			$ 8,100,000
CSS
Related Party Transaction [Line Items]
Percentage of revenue fees earned applied to limited revenue categories		10.00%
Percentage of revenue earned paid to related party						10.00%
CSS \| Management and license fees
Related Party Transaction [Line Items]
Management And License Fees			4,926,349		3,763,695	$ 12,778,490	6,684,315
Minority Shareholders Of Subsidiary
Related Party Transaction [Line Items]
Revenue from related parties			0		$ 0	0	$ 0
Accounts receivable outstanding			$ 3,500,000			$ 3,500,000		$ 4,800,000
Class A common stock \| CSS
Related Party Transaction [Line Items]
Shares issued						3,177,962
Class A common stock \| CSS \| Management and license fees
Related Party Transaction [Line Items]
Shares issued						1,534,947
Class B Common Stock \| CSS
Related Party Transaction [Line Items]
Noncontrolling interests percent			100.00%			100.00%
Common Stock \| CSS
Related Party Transaction [Line Items]
Noncontrolling interests percent			34.70%			34.70%
Common Stock \| Class A common stock
Related Party Transaction [Line Items]
Shares issued			7,978,888	359,831	155,871

Debt - Narrative (Details)						1 Months Ended	6 Months Ended
Debt - Narrative (Details)	Aug. 11, 2022 USD ($)	May 05, 2022 USD ($) $ / shares	Apr. 20, 2022 USD ($)	Dec. 29, 2020 USD ($) $ / shares	Jul. 17, 2020 USD ($)	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) item	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	May 15, 2022 USD ($)	Jan. 31, 2022 USD ($)	Dec. 22, 2020 USD ($)	Aug. 27, 2020 USD ($)	Aug. 05, 2020 USD ($)
Outstanding debt							$ 530,529,475		$ 500,180,004
Payment of interest due							27,716,581
Outstanding balance							$ 511,902,350		479,653,611
HPS Credit Agreement
Debt instrument interest payment term							18 months
Outstanding debt							$ 445,400,000
PIK interests							39,600,000
Additional amount of PIK interest							27,700,000
Line of credit	$ 357,500,000
Revolving credit facility \| HPS Credit Agreement
Unused line fee percentage	3.625%
Additional borrowing capacity	$ 80,000,000
Proceeds from revolving credit facility	25,900,000
Additional proceeds from line of credit	$ 22,300,000
Outstanding debt							$ 87,800,000
Debt instrument term	30 months
Line of credit	$ 31,700,000
Maximum borrowing capacity	$ 80,000,000
Revolving credit facility \| HPS Credit Agreement \| SOFR
Margin on base rate	7.25%
Interest rate	1.00%
Line of credit facility, interest rate	10.30%
Percentage of interest rate on additional borrowings	10.85%
Standby Letters of Credit \| HPS Credit Agreement
Percentage of cash collateral for letters of credit							105.00%
Term of collateral pledged							1 year
Average balance							$ 2,900,000
Standby Letters of Credit \| HPS Credit Agreement \| Asset Pledged as Collateral
Contingently liable for letter of credit							300,000
Average balance							3,200,000
MUFG Bank Film Financing Facility
Additional borrowing capacity							0
Outstanding debt							6,023,449		6,577,243
Commitment fee on term loan				$ 0.50
Debt instrument term				4 years
Line Of credit facility reduced amount										$ 10,600,000
Line of credit current borrowing capacity				$ 20,000,000
Line of credit							$ 6,000,000.0		6,600,000
Line of credit interest rate at period							7.94%
MUFG Bank Film Financing Facility \| Scenario One
Debt instrument term				1 month
MUFG Bank Film Financing Facility \| Scenario Two
Debt instrument term				3 months
MUFG Bank Film Financing Facility \| Scenario Three
Debt instrument term				6 months
MUFG Bank Film Financing Facility \| SOFR
Margin on base rate				1.10%
MUFG Bank Film Financing Facility \| Fed Funds Effective Rate Overnight Index Swap Rate
Margin on base rate				0.50%
Redbox Entertainment Inc.
Percentage of shares of common stock	4.50%
Redbox Entertainment Inc. \| HPS Credit Agreement
Percentage of shares of common stock	4.50%
Payments for merger related costs	$ 1,200,000
Fair value of warrant	$ 14,900,000
9.50% Notes Due 2025
Original principal amount		$ 1,560,000	$ 10,400,000		$ 21,000,000									$ 1,100,000
Interest rate					9.50%		9.50%	9.50%
Proceeds from issuance of Class A common stock		11,094,946			$ 20,995,000
Payment of preferred stock issuance costs		$ 865,054			1,105,000
Percentage of cash collateral for letters of credit			9.50%
Outstanding debt							$ 44,855,900		44,855,900
Stated principal per note \| $ / shares		$ 25.00
Discounted percentage		2.00%
Offering price per note \| $ / shares		$ 24.85
9.50% Notes Due 2025 December Notes
Original principal amount				$ 1,408,150								$ 9,387,750
Interest rate												9.50%
Stated principal per note \| $ / shares				$ 25.00
Discounted percentage				2.00%
Offering price per note \| $ / shares				$ 24.50
Film Acquisition Advance
Original principal amount													$ 10,200,000
Interest rate													10.00%
Outstanding debt							31,696,179		27,837,565
Long-term debt term													2 years
Outstanding balance							$ 6,500,000		6,100,000
Number of installments \| item							4
Film Acquisition Advance \| Media Entertainment Partners
Original principal amount											$ 33,100,000
Interest rate											12.00%
Long-term debt term											30 months
Outstanding balance							$ 25,200,000		$ 21,700,000
Period for reacquiring film rights							6 years
Commercial Loan
Repayments of commercial loan					$ 13,333,333
Term Loan \| HPS Credit Agreement
Outstanding debt							$ 357,600,000
Debt instrument term	5 years
Line of credit	$ 325,800,000
Class A Common Stock
Proceeds from issuance of Class A common stock						$ 10,400,000	$ 18,614,471	$ 1,210,245

Condensed Consolidated Statements of Cash Flows	6 Months Ended
Condensed Consolidated Statements of Cash Flows	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Cash flows from Operating Activities:
Net loss	$ (96,177,789)	$ (30,417,374)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	1,572,934	1,954,655
Content asset impairment and amortization	40,438,142	15,145,637
Amortization of deferred financing and debt discount costs	1,899,265	366,748
Amortization and depreciation of intangibles, property and equipment	22,178,802	5,044,338
Bad debt and video return expense	2,070,544	1,274,127
Non-cash settlement of management and licensing fees	4,681,587
Non-cash addition to long term debt	27,716,581
Deferred income taxes	(584,033)
Changes in operating assets and liabilities:
Trade accounts receivable	(47,423,407)	(3,905,533)
Prepaid expenses and other assets	4,779,512	(1,339,116)
Content assets	(17,132,985)	(58,810,149)
Accounts payable, accrued expenses and other payables	18,738,083	8,406,731
Film library acquisition and programming obligations	(3,009,309)	29,970,417
Accrued participation costs	17,637,371	7,365,711
Other liabilities	701,190	2,145,770
Net cash used in operating activities	(21,913,512)	(22,798,038)
Cash flows from Investing Activities:
Expenditures for property and equipment	(3,113,500)	(1,254,747)
Business combination, net of cash acquired		(6,672,474)
Net cash used in investing activities	(3,113,500)	(7,927,221)
Cash flows from Financing Activities:
Principal payments on debt		(179,996)
Repurchase of common stock		(13,956,022)
Payment of contingent consideration	(445,500)	(5,054,700)
Payment of put option obligation	(7,000,000)
Acquisition of noncontrolling interests		(750,000)
Payments on capital leases	(964,705)
Proceeds from 9.50% notes due 2025, net		11,094,946
Payments on film acquisition advances	(7,825,947)
Proceeds from issuance of preferred stock	16,939,093	4,016,219
Proceeds from revolving loan		5,406,518
Proceeds from film acquisition advances		10,129,999
Increase (decrease) in due to affiliated companies	243,541	2,655,577
Dividends paid to preferred stockholders	(6,123,040)	(4,623,833)
Net cash provided (used) by financing activities	13,437,913	9,948,953
Effect of foreign exchanges on cash, cash equivalents and restricted cash	(232,185)	(26,612)
Net decrease in cash, cash equivalents and restricted cash	(11,821,284)	(20,802,918)
Cash, cash equivalents and restricted cash at beginning of period	18,738,395	44,286,105
Cash, cash equivalents and restricted cash at end of the period	6,917,111	23,483,187
Supplemental data:
Cash paid for interest	3,092,790	2,634,140
Non-cash investing activities:
Property and equipment in accounts payable and accrued expenses	547,379	180,764
Non-cash financing activities:
Class A common stock and additional consideration for acquisition of noncontrolling interest		2,228,680
Non-cash settlement of management and licensing fees	4,681,587
Non-cash film acquisition advance	11,130,768	2,876,000
PIK interest increase in HPS debt	27,716,581
Class A Common Stock
Cash flows from Financing Activities:
Proceeds from issuance of Class A common stock	$ 18,614,471	$ 1,210,245

Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
Earnings Per Share (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Reconciliation Per share [Abstract]
Net loss available to common stockholders	$ (43,732,399)	$ (20,783,190)	$ (102,309,532)	$ (34,910,150)
Basic weighted-average common shares outstanding	29,171,223	14,950,458	25,163,744	15,152,222
Weighted-average diluted common shares outstanding	29,171,223	14,950,458	25,163,744	15,152,222
Basic loss per share	$ (1.50)	$ (1.39)	$ (4.07)	$ (2.30)
Diluted loss per share	$ (1.50)	$ (1.39)	$ (4.07)	$ (2.30)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- 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
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-SubTopic 10
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-Topic 280
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 40,646,840	$ 36,718,308
Accumulated depreciation and amortization	(17,197,547)	(11,570,457)
Property and equipment, net	23,449,293	25,147,851
Redbox kiosks and components
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 13,200,210	13,707,512
Redbox kiosks and components \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Redbox kiosks and components \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Computers and software
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 18,190,174	13,857,011
Computers and software \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	2 years
Computers and software \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Leasehold improvements (shorter of life of asset or remaining lease term)
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 5,119,077	5,119,077
Leasehold improvements (shorter of life of asset or remaining lease term) \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Leasehold improvements (shorter of life of asset or remaining lease term) \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	6 years
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 1,287,104	1,287,104
Office furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 2,850,275	$ 2,747,604
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	4 years

Debt - Future principal payments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Remainder of 2023	$ 15,644,433
2024	20,154,760
2025	136,764,049
2026	387,012
2027	357,579,221
Total debt	$ 530,529,475	$ 500,180,004

Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 15,399,802
2024	29,275,033
2025	27,124,226
2026	24,716,973
2027	23,709,455
Beyond	164,800,417
Amortization expense	$ 285,025,906	$ 300,425,709

Content Assets, net (Tables)

6 Months Ended

Jun. 30, 2023

Content Assets [Abstract]

Schedule of content assets


	June 30,		December 31,
	2023		2022
Original productions:
Programming costs released	$	31,164,062	$	31,081,500
In production		1,711,071		806,009
In development		9,360,440		8,377,649
Accumulated amortization ^(a)		(32,458,465)		(31,651,552)
Programming costs, net		9,777,108		8,613,606

Film library:
Film library acquisition costs		222,145,902		208,982,878
Accumulated amortization ^(b)		(151,066,417)		(125,967,305)
Film library costs, net		71,079,485		83,015,573

Licensed program rights:
Programming rights		65,211,646		56,288,723
Accumulated amortization		(36,359,514)		(21,827,394)
Programming rights, net		28,852,132		34,461,329

Content assets, net	$	109,708,725	$	126,090,508

^(a) As of June 30, 2023 and December 31, 2022, accumulated amortization includes impairment expense of $10,352,207 and $10,352,207, respectively.

^(b) As of June 30, 2023 and December 31, 2022, accumulated amortization includes impairment expense of $12,236,701 and $8,595,099, respectively.

Schedule of content asset amortization



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Original productions	$	316,794	$	760,109	$	806,913	$	2,917,904
Film library		2,045,465		7,807,244		21,457,510		13,743,925
Licensed program rights		7,183,681		170,052		14,532,120		26,091
Content asset impairment		—		—		3,641,602		—
Total content asset amortization	$	9,545,940	$	8,737,405	$	40,438,145	$	16,687,920

Income Taxes (Details)	6 Months Ended
Income Taxes (Details)	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	0.70%	0.00%
Federal statutory rate of 21%	21.00%

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of intercompany receivable and payable


	June 30,		December 31,
	2023		2022
Due to affiliated companies	$	4,022,477	$	3,778,936
Total due to/due from affiliated companies	$	4,022,477	$	3,778,936

Related Party Transactions (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Due to affiliated companies	$ 4,022,477	$ 3,778,936
Total due to/due from affiliated companies	$ 4,022,477	$ 3,778,936

- Definition

Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

+ Details

Content Assets, net

6 Months Ended

Jun. 30, 2023

Content Assets [Abstract]

Content Assets, net

Note 8 – Content Assets, net

Content assets, net consists of the following:


	June 30,		December 31,
	2023		2022
Original productions:
Programming costs released	$	31,164,062	$	31,081,500
In production		1,711,071		806,009
In development		9,360,440		8,377,649
Accumulated amortization ^(a)		(32,458,465)		(31,651,552)
Programming costs, net		9,777,108		8,613,606

Film library:
Film library acquisition costs		222,145,902		208,982,878
Accumulated amortization ^(b)		(151,066,417)		(125,967,305)
Film library costs, net		71,079,485		83,015,573

Licensed program rights:
Programming rights		65,211,646		56,288,723
Accumulated amortization		(36,359,514)		(21,827,394)
Programming rights, net		28,852,132		34,461,329

Content assets, net	$	109,708,725	$	126,090,508

^(a) As of June 30, 2023 and December 31, 2022, accumulated amortization includes impairment expense of $10,352,207 and $10,352,207, respectively.

^(b) As of June 30, 2023 and December 31, 2022, accumulated amortization includes impairment expense of $12,236,701 and $8,595,099, respectively.

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

Film library consists primarily of the cost of acquiring film distribution rights and related acquisition costs.

Costs related to original productions and film library are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation.

Programming rights consists of licenses to various titles which the Company makes available for streaming on Crackle and Redbox’s kiosks and streaming services for an agreed upon license period.

Amortization of content assets is as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Original productions	$	316,794	$	760,109	$	806,913	$	2,917,904
Film library		2,045,465		7,807,244		21,457,510		13,743,925
Licensed program rights		7,183,681		170,052		14,532,120		26,091
Content asset impairment		—		—		3,641,602		—
Total content asset amortization	$	9,545,940	$	8,737,405	$	40,438,145	$	16,687,920

During the three and six months ended June 30, 2023 the Company recorded content impairments of $3,641,602. During the three and six months ended June 30, 2022, the Company did not record any impairments related to content assets.

Content Assets, net - Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Content Assets, net - Amortization (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Content Assets [Abstract]
Original productions	$ 316,794	$ 760,109	$ 806,913	$ 2,917,904
Film library	2,045,465	7,807,244	21,457,510	13,743,925
Licensed program rights	7,183,681	170,052	14,532,120	26,091
Content asset impairment			3,641,602
Total content asset amortization	$ 9,545,940	$ 8,737,405	$ 40,438,145	$ 16,687,920

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 14 – Related Party Transactions

Chicken Soup For The Soul Productions, LLC

Chicken Soup For The Soul Productions LLC (“CSS”) is the parent and controlling stockholder of the Company. At June 30, 2023, CSS directly owns 100% of the Company’s Class B common stock and 3,177,962 shares of the Company’s Class A common stock. On a combined basis CSS has an ownership interest of 34.7% of the total outstanding common stock and 79.6% control of the voting power of the Company. CSS is controlled by Mr. William J. Rouhana, Jr., the Company’s CEO. The Company has agreements with CSS and its affiliated companies that provide the Company with access to important assets and resources including key personnel and office space. The assets and resources provided are included as a part of a management services agreement and a license agreement, where combined, the Company pays 10% of its net revenue earned to CSS. Beginning in August 2022 until certain conditions are met, under the terms of the HPS Credit Facility, the 10% fee as it relates to Redbox’s net revenues is applied to certain limited revenue categories.

In March of 2023, the Company entered into a modification of the CSS Management Agreement and CSS License Agreement pursuant to which (a) $3.45 million of the aggregate fees under the CSS Management Agreement and CSS License Agreement that have been earned by CSS in the first quarter of 2023 and (b) 25% (or $12.75 million) of the next $51 million of such fees that will be earned by CSS after April 1, 2023 shall be paid through the issuance by our company of shares of our Class A common stock. The Company issued 1,534,947 shares of Class common stock as of June 30, 2023. The shares that shall become issuable in the future under clause (b) shall be issued each fiscal quarter as such fees are earned at a fixed price of $3.05 per share. As of June 30, 2023, $8.1 million of future management and license fees will be offset by Class A common stock.

For the three and six months ended June 30, 2023 and 2022, the Company recorded management and license fees of $4,926,349 and $12,778,490, respectively, and $3,763,695 and $6,684,315, respectively.

Due To/From Affiliated Companies

The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Settlements fluctuate period over period due to timing of liquidity needs. As of June 30, 2023 and December 31, 2022, the intercompany payable, with affiliated companies is as follows:


	June 30,		December 31,
	2023		2022
Due to affiliated companies	$	4,022,477	$	3,778,936
Total due to/due from affiliated companies	$	4,022,477	$	3,778,936

Other Related Parties

In the ordinary course of business, the Company is involved in transactions with certain minority shareholders of a consolidated subsidiary related to licensing of television and film programming properties. For the three and six months ended June 30, 2023 and 2022 the amount of revenue recognized was $0 and $0, respectively. At June 30, 2023 and December 31, 2022, the Company had accounts receivable of $3.5 million and $4.8 million, respectively.

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 3 – Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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 adoption did not have a direct material impact on our financial statements.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU 2021-08”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The adoption did not have an immediate direct impact on our financial statements.

Recently Issued Accounting Standards

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. We do not expect the adoption to have a material impact on our consolidated financial statements.

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

- 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
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+ Details

Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 79,910,063	$ 37,636,947	$ 189,509,356	$ 66,843,144
Revenue
Disaggregation of Revenue [Line Items]
Net revenues	$ 79,910,063	$ 37,636,947	$ 189,509,356	$ 66,843,144
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 revenues	$ 31,723,589	$ 29,510,365	$ 66,335,175	$ 50,857,728
VOD and streaming \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	40.00%	78.00%	35.00%	76.00%
Retail
Disaggregation of Revenue [Line Items]
Net revenues	$ 30,960,409		$ 63,219,863
Retail \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	38.00%	0.00%	33.00%	0.00%
Licensing and other
Disaggregation of Revenue [Line Items]
Net revenues	$ 17,226,065	$ 8,126,582	$ 59,954,318	$ 15,985,416
Licensing and other \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	22.00%	22.00%	32.00%	24.00%

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Leases - Future payments of operating and finance lease liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Operating
Remainder of 2023	$ 2,397,348
2024	4,195,546
2025	3,675,921
2026	2,104,048
2027	1,643,022
Thereafter	5,230,326
Total minimum payments	19,246,211
Less amounts representing interest	3,118,236
Present value of minimum payments	16,127,975	$ 18,079,469
Financing
Remainder of 2023	539,908
2024	1,017,604
2025	762,930
2026	415,065
2027	3,316
Total minimum payments	2,738,823
Less amounts representing interest	206,497
Present value of minimum payments	$ 2,532,326
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities.

Business Combination - Additional Information (Details)					3 Months Ended		6 Months Ended
Business Combination - Additional Information (Details)	Aug. 11, 2022 USD ($) shares	Aug. 10, 2022 USD ($)	Mar. 04, 2022 USD ($) item country shares	May 21, 2021 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Aug. 11, 2023 USD ($)	Dec. 31, 2022 USD ($)
Exchange ratio					0.087		0.087
Contingent consideration					$ 6,866,449		$ 6,866,449			$ 7,311,949
Net revenue					49,467,162	$ 4,843,063	104,361,561	$ 6,255,235
Net loss					(23,904,033)	(268,973)	(49,784,803)	(221,659)
1091 Media, LLC
Number of countries full service distribution provided \| country			100
Number of licensed films \| item			4,000
Redbox Entertainment Inc.
Percentage of shares of common stock	4.50%
Exchange ratio	0.087
Fair value of RSUs	$ 2,900,000	$ 700,000
Purchase price consideration	$ 70,005,148
Intangibles									$ 291,200,000
Weighted-average useful life of intangible assets	14 years
Net revenue					42,943,214		86,267,798
Net loss					(25,023,177)		(53,218,360)
Expected tax deductible amount	$ 7,900,000
Redbox Entertainment Inc. \| Selling, general and administrative
Accelerated stock based compensation expense	2,200,000
Transaction Costs	$ 17,500,000
Redbox Entertainment Inc. \| Tax rate
Fair value measurements of intangible assets	25
Redbox Entertainment Inc. \| Royalty rate
Fair value measurements of intangible assets	2
Redbox Entertainment Inc. \| Minimum
Estimated useful lives	3 years
Redbox Entertainment Inc. \| Minimum \| Discount rate
Fair value measurements of intangible assets	11
Redbox Entertainment Inc. \| Maximum
Estimated useful lives	15 years
Redbox Entertainment Inc. \| Maximum \| Discount rate
Fair value measurements of intangible assets	12
Redbox Entertainment Inc. \| RSUs
Number of shares issued \| shares	199,231
Redbox Entertainment Inc. \| Common Stock \| Class A Common Stock
Number of shares issued \| shares	4,700,000
1091 Media, LLC
Purchase price consideration			$ 13,283,750
Cash consideration			8,000,000
Intangibles			2,810,000
Cash Acquired from Acquisition			$ 1,327,524
Net revenue					6,523,948	4,843,063	18,093,763	6,255,235
Net loss					1,119,144	$ (268,973)	3,433,557	$ (221,659)
1091 Media, LLC \| Minimum
Estimated useful lives			24 months
1091 Media, LLC \| Maximum
Estimated useful lives			36 months
1091 Media, LLC \| Common Stock \| Class A Common Stock
Number of shares issued \| shares			375,000
1091 Media, LLC \| Preferred Stock \| Series A Preferred Stock
Number of shares issued \| shares			80,000
Sonar Entertainment Inc.
Contingent consideration					$ 6,900,000		$ 6,900,000
CSS AVOD Inc.
Percentage of shares of common stock				5.00%	5.00%		5.00%
Cash consideration				$ 11,500,000

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

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. and subsidiaries 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, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results for a full year.

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 net deferred income taxes and amortization of programming and film library costs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Reclassifications

Certain amounts have been reclassified to conform to the current period’s presentation.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include restricted cash of $3.4 million at June 30, 2023 and $3.7 million at December 31, 2022. See Note 11 for additional information.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures that extend the life, increase the capacity, or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are recognized using the straight-line method over the following approximate useful lives:


	Useful Life
Redbox kiosks and components		3 - 5 years
Computers and software		2 - 3 years
Leasehold improvements (shorter of life of asset or remaining lease term)		3 - 6 years
Office furniture and equipment		5 - 7 years
Vehicles		3 - 4 years

The value of the Company’s property and equipment as of June 30, 2023 and December 31, 2022 is included in Other assets, net on the Consolidated Balance Sheets and is as follows (in thousands):


	June 30,		December 31,
	2023		2022
Redbox kiosks and components	$	13,200,210	$	13,707,512
Computers and software		18,190,174		13,857,011
Leasehold improvements (shorter of life of asset or remaining lease term)		5,119,077		5,119,077
Office furniture and equipment		1,287,104		1,287,104
Vehicles		2,850,275		2,747,604
Property and equipment, at cost		40,646,840		36,718,308
Accumulated depreciation and amortization		(17,197,547)		(11,570,457)
Property and equipment, net	$	23,449,293	$	25,147,851

Internal-Use Software

The Company capitalizes costs incurred to develop or obtain internal-use software during the application development stage. Capitalization of software development costs occurs after the preliminary project stage is complete, management authorizes the project, and it is probable that the project will be completed, and the software will be used for the function intended. The Company expenses costs incurred for training, data conversion, and maintenance, as well as spending in the post-implementation stage. A subsequent addition, modification or upgrade to internal-use software is capitalized only to the extent that it enables the software to perform a task it previously could not perform. The internal-use software is included in computers and software under property and equipment in the Company’s Consolidated Balance Sheets. The Company amortizes internal-use software over its estimated useful life on a straight-line basis.

Assumed Redbox Warrant Liabilities

The Company classified its Redbox public and private placement warrants as a liability at their fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statements of Operations in Other non-operating income, net. The public warrants are valued at a market price based on a quoted price in an active market. As both the public and private warrants have mostly the same characteristics the quoted price is used to remeasure all of the warrants. See Note 16 for additional information.

Asset Retirement Obligations

The asset retirement obligation (“ARO”) represents the estimated amounts the Company is obligated to pay to return the space a kiosk occupies to its original condition upon removal of a kiosk. The Company utilizes current retirement costs to estimate the expected cash outflows for retirement obligations. The timing of kiosk removals cannot be reasonably determined. The Company’s $12.6 million of ARO liabilities are included in Other liabilities on the Consolidated Balance Sheets.

Promotional Codes and Gift Cards

Redbox offers its consumers the option to purchase stored value products in the form of bulk promotional codes and electronic gift cards. There are no expiration dates on these products and the Company does not charge service fees that cause a decrement to customer balances in the case of gift cards. Cash receipts from the sale of promotional codes and gift cards are recorded as deferred revenue in Accrued expenses and recognized as revenue upon redemption. Additionally, the Company recognizes revenue from non-redeemed or partially redeemed promotional codes and gift cards in proportion to the historical redemption patterns, referred to as “breakage.” Estimated breakage revenue is recognized over time in proportion to actual promotional code and gift card redemptions and is not material in any period presented.

As of June 30, 2023 and December 31, 2022, $7.4 million and $7.3 million, respectively, were deferred related to purchased but unredeemed promotional codes and gift cards and are included in Accrued expenses in the accompanying Consolidated Balance Sheets.

Loyalty Program

Redbox Perks allows members to earn points based on transactional and non-transactional activities with Redbox. As customers accumulate points, the Company defers revenue based on its estimate of both the amount of consideration paid by Perks members to earn awards and the value of the eventual award it expects the members to redeem. The Company defers an appropriate amount of revenue in order to properly recognize revenue from Perks members in relation to the benefits of the program. The Company also estimates the quantity of points that will not be redeemed by Perks members (“breakage”). Breakage reduces the amount of revenue deferred from loyalty points over the period of, and in proportion to, the actual redemptions of loyalty points based on observed historical breakage and consumer rental patterns. As of June

30, 2023 and December 31, 2022, $2.0 million and $2.3 million, respectively, of revenue was deferred related to Perks and is included in Accrued expenses in the accompanying Consolidated Balance Sheets.

Share-Based Compensation (Details) - $ / shares	6 Months Ended	12 Months Ended
Share-Based Compensation (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Options granted	0
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Total outstanding at the beginning of the period	1,511,046
Number of Stock Options, Options forfeited	(37,000)
Number of Stock Options, Total outstanding at the end of the period	1,474,046	1,511,046
Number of Stock Options, Total vested and exercisable	1,053,417	889,623
Weighted Average Exercise Price, Beginning of period	$ 14.89
Weighted Average Exercise Price, Forfeited	19.27
Weighted Average Exercise Price, End of period	14.62	$ 14.89
Weighted Average Exercise Price, Vested and Exercisable	$ 14.35	$ 14.02
Weighted Average Remaining Contract Term, Total outstanding	2 years 7 months 20 days	3 years 1 month 24 days
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable	2 years 3 months 21 days	2 years 7 months 13 days

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue Recognition [Abstract]

Schedule of disaggregate of revenue


	Three Months Ended June 30,
			% of				% of
	2023		revenue		2022		revenue
Revenue:
VOD and streaming	$	31,723,589	40	%	$	29,510,365	78	%
Retail		30,960,409	38	%		—	0	%
Licensing and other		17,226,065	22	%		8,126,582	22	%
Net revenue	$	79,910,063	100	%	$	37,636,947	100	%


	Six Months Ended June 30,

			% of				% of
	2023		revenue		2022		revenue
Revenue:
VOD and streaming	$	66,335,175	35	%	$	50,857,728	76	%
Retail		63,219,863	33	%		—	0	%
Licensing and other		59,954,318	32	%		15,985,416	24	%
Net revenue	$	189,509,356	100	%	$	66,843,144	100	%

Schedule of contract balances


	June 30,		December 31,
	2023		2022
Accounts receivable, net	$	33,453,692	$	39,467,049
Contract assets (included in accounts receivable)		125,862,596		74,496,376
Total accounts receivable, net	$	159,316,288	$	113,963,425

Deferred revenue (included in accrued expenses)	$	(15,944,129)	$	(12,043,508)

Intangible Assets and Goodwill - Goodwill (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Aug. 11, 2023	Dec. 31, 2021
Goodwill	$ 261,322,774	$ 260,748,057
Online networks
Goodwill	18,911,027	18,911,027		$ 18,911,027
Distribution and Production
Goodwill	26,552,214	26,552,214		$ 21,075,503
Acquisitions		5,476,711
Redbox Entertainment Inc.
Goodwill	215,859,533	215,284,816	$ 215,859,533
Adjustments	$ 574,717
Acquisitions		$ 215,284,816

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Condensed Consolidated Statements of Cash Flows (Parenthetical)	Jun. 30, 2023	Jun. 30, 2022	Jul. 17, 2020
9.50% Notes Due 2025
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheets
Interest rate (as a percent)	9.50%	9.50%	9.50%

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Class A Common Stock Common Stock 1091 Media, LLC	Class A Common Stock Common Stock Landmark Studios Group	Class A Common Stock Common Stock Lincoln Park	Class A Common Stock Common Stock Director	Class A Common Stock Common Stock	Class A Common Stock Lincoln Park	Class B Common Stock Common Stock	Preferred Stock 1091 Media, LLC	Preferred Stock	Additional Paid-in Capital 1091 Media, LLC	Additional Paid-in Capital Lincoln Park	Additional Paid-in Capital Director	Additional Paid-in Capital	Deficit	Treasury Stock, Common [Member]	Accumulated Other Comprehensive Income (Loss)	Subsidiary convertible Preferred Stock	Noncontrolling Interests Locomotive Global Inc.	Noncontrolling Interests	Locomotive Global Inc.	1091 Media, LLC	Lincoln Park	Total
Balance at Dec. 31, 2021					$ 899		$ 766		$ 370				$ 240,609,345	$ (136,462,244)	$ (13,202,407)		$ 571		$ 651,853				$ 91,599,153
Balance (in shares) at Dec. 31, 2021					8,964,330		7,654,506		3,698,318
Share based compensation - stock options													933,047										933,047
Share based compensation - common stock													63,750										63,750
Issuance of common stock, net		$ 8
Issuance of common stock, net (in shares)		84,000
Issuance of preferred stock, net									$ 5				1,288,734										1,288,739
Issuance of preferred stock, net (in shares)									52,060
Locomotive business combination / 1091 business combination / Redbox business combination	$ 38							$ 8		$ 5,283,705								$ 144,118		$ 144,118	$ 5,283,751
Locomotive business combination / 1091 business combination / Redbox business combination (in shares)	375,000							80,000
Acquisition of subsidiary noncontrolling interest													(2,200,008)										(2,200,000)
Purchase of treasury stock															(8,584,102)								(8,584,102)
Dividends on preferred stock														(2,282,069)									(2,282,069)
Net loss attributable to noncontrolling interest																			(38,385)				(38,385)
Other comprehensive loss, net																	(1,604)						(1,604)
Comprehensive loss attributable to noncontrolling interests																	(1,015)		1,015
Net loss														(11,844,891)									(11,844,891)
Balance at Mar. 31, 2022					$ 945		$ 766		$ 383				245,978,573	(150,589,204)	(21,786,509)		(18)		756,571				74,361,507
Balance (in shares) at Mar. 31, 2022					9,423,330		7,654,506		3,830,378
Balance at Dec. 31, 2021					$ 899		$ 766		$ 370				240,609,345	(136,462,244)	(13,202,407)		571		651,853				91,599,153
Balance (in shares) at Dec. 31, 2021					8,964,330		7,654,506		3,698,318
Comprehensive loss attributable to noncontrolling interests																							(14,727)
Net loss																							(30,236,639)
Balance at Jun. 30, 2022					$ 964		$ 766		$ 394				250,874,126	(171,372,394)	(27,158,429)		(11,314)		600,509				52,934,622
Balance (in shares) at Jun. 30, 2022					9,608,332		7,654,506		3,943,148
Balance at Mar. 31, 2022					$ 945		$ 766		$ 383				245,978,573	(150,589,204)	(21,786,509)		(18)		756,571				74,361,507
Balance (in shares) at Mar. 31, 2022					9,423,330		7,654,506		3,830,378
Share based compensation - stock options													894,108										894,108
Share based compensation - common stock													63,750										63,750
Issuance of common stock, net					$ 16								1,120,403										1,120,419
Issuance of common stock, net (in shares)					155,871
Issuance of preferred stock, net									$ 11				2,727,469										2,727,480
Issuance of preferred stock, net (in shares)									112,770
Stock issued under ESPP					$ 1								89,825										89,826
Stock issued under ESPP (in shares)					12,133
Stock issued as payment for management and licensing fees				$ 2								$ (2)
Stock issued as payment for management and licensing fees (in shares)				16,998
Purchase of treasury stock															(5,371,920)								(5,371,920)
Dividends on preferred stock														(2,391,442)									(2,391,442)
Net loss attributable to noncontrolling interest																			(142,350)				(142,350)
Other comprehensive loss, net																	(25,008)						(25,008)
Comprehensive loss attributable to noncontrolling interests																	13,712		(13,712)				(13,712)
Net loss														(18,391,748)									(18,391,748)
Balance at Jun. 30, 2022					$ 964		$ 766		$ 394				250,874,126	(171,372,394)	(27,158,429)		$ (11,314)		600,509				52,934,622
Balance (in shares) at Jun. 30, 2022					9,608,332		7,654,506		3,943,148
Balance at Dec. 31, 2022					$ 1,559		$ 766		$ 450				355,185,280	(247,752,446)	(28,165,913)	$ 47,528			430,715				79,747,939
Balance (in shares) at Dec. 31, 2022					15,621,562		7,654,506		4,496,345
Share based compensation - stock options													850,821										850,821
Share based compensation - common stock													63,750										63,750
Issuance of common stock, net			$ 50		$ 21						$ 1,469,950		1,887,220									$ 1,470,000	1,887,241
Issuance of common stock, net (in shares)			500,000		359,831
Issuance of preferred stock, net									$ 61				10,657,221										10,657,282
Issuance of preferred stock, net (in shares)									617,182
Stock issued under ESPP					$ 18								156,773										156,791
Stock issued under ESPP (in shares)					8,703
Stock issued as payment for management and licensing fees					$ 113								3,449,887										3,450,000
Stock issued as payment for management and licensing fees (in shares)					1,131,148
Dividends on preferred stock														(3,012,591)									(3,012,591)
Net loss attributable to noncontrolling interest																			(127,662)				(127,662)
Other comprehensive loss, net																(174,934)							(174,934)
Comprehensive loss attributable to noncontrolling interests																(85,698)			85,698
Net loss														(55,564,542)									(55,564,542)
Balance at Mar. 31, 2023					$ 1,761		$ 766		$ 511				373,720,902	(306,329,579)	(28,165,913)	(41,708)			217,355				39,404,095
Balance (in shares) at Mar. 31, 2023					17,621,244		7,654,506		5,113,527
Balance at Dec. 31, 2022					$ 1,559		$ 766		$ 450				355,185,280	(247,752,446)	(28,165,913)	47,528			430,715				79,747,939
Balance (in shares) at Dec. 31, 2022					15,621,562		7,654,506		4,496,345
Issuance of common stock, net (in shares)						500,000
Comprehensive loss attributable to noncontrolling interests																							(113,688)
Net loss																							(95,973,185)
Balance at Jun. 30, 2023					$ 2,579		$ 766		$ 555				396,992,240	(350,061,978)	(28,165,913)	(70,969)			112,423				18,809,703
Balance (in shares) at Jun. 30, 2023					26,003,931		7,654,506		5,556,605
Balance at Mar. 31, 2023					$ 1,761		$ 766		$ 511				373,720,902	(306,329,579)	(28,165,913)	(41,708)			217,355				39,404,095
Balance (in shares) at Mar. 31, 2023					17,621,244		7,654,506		5,113,527
Share based compensation - stock options													594,613										594,613
Share based compensation - common stock													63,750										63,750
Issuance of common stock, net					$ 778								15,099,661										15,100,439
Issuance of common stock, net (in shares)					7,978,888
Issuance of preferred stock, net									$ 44				6,281,767										6,281,811
Issuance of preferred stock, net (in shares)									443,078
Stock issued as payment for management and licensing fees					$ 40								1,231,547										1,231,587
Stock issued as payment for management and licensing fees (in shares)					403,799
Dividends on preferred stock														(3,323,756)									(3,323,756)
Net loss attributable to noncontrolling interest																			(76,942)				(76,942)
Other comprehensive loss, net																(57,251)							(57,251)
Comprehensive loss attributable to noncontrolling interests																27,990			(27,990)				(27,990)
Net loss														(40,408,643)									(40,408,643)
Balance at Jun. 30, 2023					$ 2,579		$ 766		$ 555				$ 396,992,240	$ (350,061,978)	$ (28,165,913)	$ (70,969)			$ 112,423				$ 18,809,703
Balance (in shares) at Jun. 30, 2023					26,003,931		7,654,506		5,556,605

Revenue Recognition - Additional information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 79,910,063	$ 37,636,947	$ 189,509,356	$ 66,843,144
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			15.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			26.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer C [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage					14.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer D [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage					12.00%
Sales Revenue, Net [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	31.00%		13.00%
Sales Revenue, Net [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			22.00%

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

Note 10 – Leases

At June 30, 2023, the following amounts were recorded on the Condensed Consolidated Balance Sheets relating to our operating and finance leases.


		June 30,		December 31,
		2023		2022
Right-of-Use Assets
Operating lease right-of-use assets	$	14,549,978	$	16,315,342

Lease Liabilities:
Operating lease liabilities	$	16,127,975	$	18,079,469

Finance Lease cost
Amortization of right-of-use assets	$	997,195	$	827,191
Interest of lease liabilities		59,238		35,633
Total finance lease cost	$	1,056,433	$	862,824

		June 30,		December 31,
		2023		2022
Operating leases
Weighted average remaining lease term		5.6 years		5.9 years
Weighted average discount rate		7%		7%
Finance Leases
Weighted average remaining lease term		2.3 years		1.1 years
Weighted average discount rate		5%		4%

As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Upon transition to ASC Topic 842, the Company used the incremental borrowing rate on January 1, 2022 for all operating leases that commenced prior to that date. We have operating leases primarily for office space. Lease costs are generally fixed, with certain contracts containing escalations in the lessors’ annual costs.

For the three months ended June 30, 2023, and 2022, rent expense including short-term leases was $1.7 million and $0.8 million, respectively, and $3.5 million and $1.3 million, for the six months ended June 30, 2023 and 2022, respectively. Cash paid for amounts included in operating lease liabilities was $2.6 million as of June 30, 2023.

The expected future payments relating to our operating and finance lease liabilities at June 30, 2023 are as follows:


	Operating		Financing
Remainder of 2023	$	2,397,348	$	539,908
2024		4,195,546		1,017,604
2025		3,675,921		762,930
2026		2,104,048		415,065
2027		1,643,022		3,316
Thereafter		5,230,326		—
Total minimum payments		19,246,211		2,738,823
Less amounts representing interest		3,118,236		206,497
Present value of minimum payments	$	16,127,975	$	2,532,326

Share-Based Compensation - Narrative (Details) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 11, 2022	Jun. 30, 2022	Jan. 01, 2017	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock equivalents authorized under Plan			5,000,000
Additional shares authorized under the plan		2,500,000
Unrecognized pre-tax compensation expense				$ 3,419,758		$ 3,419,758
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan			2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan			3 years
Scenario, Forecast [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized								$ 169,732	$ 1,709,556	$ 1,540,470
Straight-line [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized				594,613	$ 894,108	1,445,434	$ 1,827,155
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized				$ 63,750	$ 63,750	$ 127,500	$ 127,500
Redbox Entertainment Inc. \| Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated stock based compensation expense	$ 2,200,000

Commitments and Contingencies - Estimated Commitments (Details) - Acquisition of Content and Distribution Rights	Jun. 30, 2023 USD ($)
Other Commitments [Line Items]
2023	$ 60,656,588
2024	13,173,150
Minimum estimated content payments	$ 73,829,738

Intangible Assets and Goodwill - Finite-lived (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Gross Carrying Amount	$ 330,501,801	$ 330,501,801
Accumulated Amortization	41,975,895	26,576,092
Impairment	3,500,000	3,500,000
Impairment	3,500,000	3,500,000
Net Carrying Amount	285,025,906	300,425,709
Indefinite lived intangible assets	5,000,000	5,000,000
Finite and indefinite intangible assets, Gross Carrying Amount	335,501,801	335,501,801
Finite and indefinite intangible assets, Net Carrying Amount	290,025,906	305,425,709
Crackle Plus content rights
Gross Carrying Amount	1,708,270	1,708,270
Accumulated Amortization	1,708,270	1,708,270
Crackle Plus brand value
Gross Carrying Amount	18,807,004	18,807,004
Accumulated Amortization	11,082,700	9,739,341
Net Carrying Amount	7,724,304	9,067,663
Crackle Plus partner agreements
Gross Carrying Amount	4,005,714	4,005,714
Accumulated Amortization	3,304,714	2,904,143
Net Carrying Amount	701,000	1,101,571
Distribution network
Gross Carrying Amount	3,600,000	3,600,000
Accumulated Amortization	2,500,000	1,900,000
Net Carrying Amount	1,100,000	1,700,000
Locomotive contractual rights
Gross Carrying Amount	1,206,870	1,206,870
Accumulated Amortization	685,622	484,477
Net Carrying Amount	521,248	722,393
1091 intangible asset
Gross Carrying Amount	2,810,000	2,810,000
Accumulated Amortization	1,377,778	861,111
Net Carrying Amount	1,432,222	1,948,889
Trade names and trademarks
Gross Carrying Amount	82,700,000	82,700,000
Accumulated Amortization	4,824,167	2,067,500
Net Carrying Amount	77,875,833	80,632,500
Technology
Gross Carrying Amount	30,800,000	30,800,000
Accumulated Amortization	3,850,000	1,650,000
Net Carrying Amount	26,950,000	29,150,000
Customer Relationships
Gross Carrying Amount	177,700,000	177,700,000
Accumulated Amortization	12,276,250	5,261,250
Net Carrying Amount	165,423,750	172,438,750
Popcornflix brand value
Gross Carrying Amount	7,163,943	7,163,943
Accumulated Amortization	366,394	0
Impairment	3,500,000	3,500,000
Net Carrying Amount	3,297,549	3,663,943
Chicken Soup for the Soul Brand
Indefinite lived intangible assets	$ 5,000,000	$ 5,000,000

Description of the Business (Details)		1 Months Ended	3 Months Ended		6 Months Ended
Description of the Business (Details)	Mar. 12, 2023 USD ($)	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) item	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) item country segment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2022 item
Number of flagship \| item			3		3
Number of channels \| item			180		180
Number of reportable segments \| segment					1
Number of countries and territories worldwide the company has a presence \| country					56
Deficit			$ (350,061,978)		$ (350,061,978)		$ (247,752,446)
Net loss			(43,732,399)	$ (20,783,190)	(102,309,532)	$ (34,910,150)
Asset-based Lending Facility, Available			$ 40,000,000		$ 40,000,000
Lincoln Park
Term of shares offering	36 months				3 years
Maximum \| Lincoln Park
Aggregate value of shares to be issued	$ 50,000,000
Redbox Entertainment Inc.
Number of self service kiosks operated \| item								28,500
Class A common stock
Proceeds from issuance of Class A common stock		$ 10,400,000			$ 18,614,471	$ 1,210,245
Class A common stock \| Lincoln Park
Proceeds from issuance of Class A common stock					$ 1,470,000
Aggregate value of shares to be issued	$ 50,000,000

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15 – Commitments and Contingencies

Content Obligations

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

As of June 30, 2023, the Company had $134.7 million of content obligations, comprised of $30.2 million in film library acquisition obligations, $58.2 million of programming obligations and $46.3 million of accrued participation costs.

As of December 31, 2022, the Company had $124.3 million of content obligations, comprised of $39.8 million in film library acquisition obligations, $55.8 million of programming obligations and $28.7 million 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, generally, the Company is committed but is not contractually liable to transfer any financial consideration until final delivery and acceptance has occurred. These commitments are expected to be fulfilled in the normal course of business. Additionally, the Company licenses minimum quantities of theatrical and direct-to-video titles under licensing agreements with certain movie content providers. The total estimated content commitments under the terms of the Company’s distribution and license agreements in effect as of June 30, 2023 is presented in the following table:


	Total		2023		2024		2025 and thereafter
Minimum estimated content commitments	$	73,829,738	$	60,656,588	$	13,173,150	$	—

Acquisition of Sonar Assets

The Company owes contingent consideration related to the acquisition of Sonar of $6.9 million at June 30, 2023. The liability is an estimate and is payable upon the collection of receipts from defined receivables, noncontracted TV business receipts and profit participations on a slate of development projects. See Note 12 for additional information.

Legal and Other Matters

The Company is not presently a party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results, or cash flows. However, any legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on our 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 in the future.

Business Combination

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Business Combination

Note 4 – Business Combinations

Merger with Redbox Entertainment Inc.

On August 11, 2022, the Company acquired all the outstanding equity interests of Redbox. Immediately prior to the merger closing, CSSE entered into a definitive financing arrangement with HPS Investment Partners, LLC (“HPS”), that amended Redbox’s existing credit facility and the Company issued a warrant to HPS to acquire 4.5% of CSSE on a fully diluted post-merger basis. See Note 11 and Note 16 for additional information.

On closing of the merger, based on the exchange rate of 0.087 for each outstanding Redbox Class A common share, each vested and unvested restricted stock units and the common units of Redbox’s Redwood Intermediate LLC subsidiary, the Company issued an aggregate of approximately 4.7 million shares of Class A common stock and assumed the outstanding warrants of Redbox. Included in the Class A common stock were 199,231 shares issued in connection with the acceleration and settlement of outstanding Redbox’s restricted stock units, or RSUs. The preliminary fair value of the Redbox RSUs was $2.9 million, of which $0.7 million was associated with services rendered prior to the acquisition and the remaining $2.2 million was expensed upon the acceleration of vesting immediately following the completion of the acquisition. The results of operations and financial position of Redbox are included in the Company’s consolidated financial statements from the date of acquisition. The Company’s transaction costs of $17.5 million were expensed as incurred in the merger and transaction costs on the Consolidated Statement of Operations for the year ended December 31, 2022.

The transaction was accounted for as a business combination. The purchase price consideration is determined with reference to the value of equity that the Company issued to the Redbox shareholders. The preliminary purchase price was calculated as follows (in thousands):


Class A common stock	$	65,828,719
Class A common stock issued upon vesting of Redbox RSUs		703,244
Class A common stock warrants issued to Redbox warrant holders		3,473,185
Total merger consideration	$	70,005,148

The acquisition of Redbox has been accounted for using the acquisition method of accounting, which requires that assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date and subject to change up to one year after the date of acquisition and could result in changes to the amounts recorded below:


Assets acquired:
Cash, cash equivalents and restricted cash	$	12,921,550
Accounts receivable		17,629,843
Content library		21,241,822
Prepaid expenses and other assets		16,448,641
Property and equipment		15,504,940
Right-of-use assets		7,183,735
Intangible assets⁽¹⁾		291,200,000
Goodwill		215,859,533
Total assets acquired		597,990,064

Liabilities assumed:
Debt		359,854,921
Accounts payable and accrued expenses		91,809,662
Operating lease liabilities		7,183,736
Financing lease liabilities		2,241,304
Other liabilities		66,895,293
Total liabilities assumed		527,984,916

Net assets acquired	$	70,005,148

(1)

The weighted-average useful life of the intangible assets acquired is approximately 14 years.

The above allocation of the purchase price is based upon certain preliminary valuations and other analyses that have not been completed as of the date of this filing. Any changes in the estimated fair values of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. As such, the purchase price allocations for this transaction are preliminary estimates, which are subject to change within the measurement period.

The identifiable intangible assets included customer relationships, technology and trade names and are being amortized on a straight-line basis ranging from 3 years to 15 years. The valuation methods require several judgments and assumptions to determine the fair value of intangible assets, including growth rates, discount rates, customer attrition rates, expected levels of cash flows, and tax rate. Key assumptions used included revenue projections for fiscal 2022 through 2037, a tax rate of 25%, a discount rate of 11% - 12%, and a royalty rate of 2%. The technology intangible asset was valued using the estimated replacement cost method. Goodwill is attributable to the workforce of Redbox as well as expected future growth into new and existing markets and approximately $7.9 million is deductible for income tax purposes.

Unaudited Pro Forma Financial Information

The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of Redbox as if it had occurred on January 1, 2022. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and Redbox adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisition.


	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022
Net revenue	$	103,631,039	$	196,064,236
Net loss	$	(69,284,040)	$	(110,816,000)

Pro forma net loss for the three and six months ended June 30, 2022 reflect adjustments primarily related to acquisition costs, interest expense, the amortization of intangible assets and stock-based compensation expense. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results would have been if the acquisition had been completed at the beginning of the period.

1091 Pictures Acquisition

On March 4, 2022, the Company consummated its acquisition of certain of the assets of 1091 Media, LLC, including all of the outstanding equity of its operating subsidiary, TOFG LLC, which does business under the name 1091 Pictures (“1091 Pictures”). 1091 Pictures provides full-service distribution services to film and series owners, including access to platforms that reach more than 100 countries, and related marketing support, and has a library of approximately 4,000 licensed films and television shows. The Company paid consideration of $13,283,750 through the payment of $8,000,000 in cash, the issuance of 375,000 shares of the Company’s Class A common stock and the issuance of 80,000 shares of the Company’s Series A preferred stock.

The Company has allocated the purchase price to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities was recorded as goodwill.

The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows:



Accounts receivable, net	$	4,677,133
Content assets		4,695,000
Other assets		49,347
Intangibles		2,810,000
Goodwill		5,476,711
Total assets acquired		17,708,191
Accounts payable and accrued expenses		129,244
Revenue share payable		1,623,177
Accrued third-party share		3,999,544
Total liabilities assumed		5,751,965
Net assets acquired	$	11,956,226


Cash consideration	$	8,000,000
Equity consideration - Class A common stock		3,303,750
Equity consideration - Series A Preferred Stock		1,980,000
Purchase price consideration		13,283,750
Less: cash acquired		(1,327,524)
Total Estimated Purchase Price	$	11,956,226

The $2,810,000 of acquired intangibles represents the estimated fair value of the quality control certification process, trademarks, technology and noncompete agreements. These definite lived intangible assets are being amortized on a straight-line basis over their estimated useful life of 24 to 36 months.

Financial Impact of Acquisitions

The following tables illustrate the stand-alone financial performance attributable to acquisitions included in the Company’s condensed consolidated statement of operations:


	Three Months Ended June 30, 2023
		Redbox		1091		Total
Net revenue	$	42,943,214	$	6,523,948	$	49,467,162
Net income (loss)	$	(25,023,177)	$	1,119,144	$	(23,904,033)

	Three Months Ended June 30, 2022
		Redbox		1091		Total
Net revenue	$	—	$	4,843,063	$	4,843,063
Net income (loss)	$	—	$	(268,973)	$	(268,973)


	Six Months Ended June 30, 2023
		Redbox		1091		Total
Net revenue	$	86,267,798	$	18,093,763	$	104,361,561

Net income (loss)	$	(53,218,360)	$	3,433,557	$	(49,784,803)



	Six Months Ended June 30, 2022
		Redbox		1091		Total
Net revenue	$	-	$	6,255,235	$	6,255,235
Net income (loss)	$	-	$	(221,659)	$	(221,659)

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Operations
Net revenues	$ 79,910,063	$ 37,636,947	$ 189,509,356	$ 66,843,144
Costs and expenses
Operating	65,285,767	31,596,524	161,592,135	54,171,932
Selling, general and administrative	24,556,530	17,373,018	57,320,081	30,189,538
Amortization and depreciation	10,995,085	1,680,443	22,178,802	3,328,701
Management and license fees	4,926,349	3,763,695	12,778,490	6,684,315
Total costs and expenses	105,763,731	54,413,680	253,869,508	94,374,486
Operating loss	(25,853,668)	(16,776,733)	(64,360,152)	(27,531,342)
Interest expense	17,901,099	2,022,770	34,567,358	3,333,229
Other non-operating income, net	(1,370,495)	(279,405)	(2,065,185)	(481,197)
Loss before income taxes and preferred dividends	(42,384,272)	(18,520,098)	(96,862,325)	(30,383,374)
Income tax provision	(1,898,687)	14,000	(684,536)	34,000
Net loss before noncontrolling interests and preferred dividends	(40,485,585)	(18,534,098)	(96,177,789)	(30,417,374)
Net loss attributable to noncontrolling interests	(76,942)	(142,350)	(204,604)	(180,735)
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.	(40,408,643)	(18,391,748)	(95,973,185)	(30,236,639)
Less: preferred dividends	3,323,756	2,391,442	6,336,347	4,673,511
Net loss available to common stockholders	$ (43,732,399)	$ (20,783,190)	$ (102,309,532)	$ (34,910,150)
Net loss per common share:
Basic	$ (1.50)	$ (1.39)	$ (4.07)	$ (2.30)
Diluted	$ (1.50)	$ (1.39)	$ (4.07)	$ (2.30)
Weighted-average common shares outstanding:
Basic	29,171,223	14,950,458	25,163,744	15,152,222
Diluted	29,171,223	14,950,458	25,163,744	15,152,222

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Restricted Cash	$ 3.4	$ 3.7
Accrued expenses
Disaggregation of Revenue [Line Items]
Deferred promotional codes and gift cards	7.4	7.3
Deferred loyalty program	2.0	$ 2.3
Other liabilities
Disaggregation of Revenue [Line Items]
Asset retirement obligation	$ 12.6

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

Note 16 – Stockholders’ Equity

Amendment to Authorized Shares

On June 30, 2022, the shareholders of the Company approved an increase in the total authorized shares from 100,000,000 to 200,000,000, comprised of 140,000,000 million shares of Class A common stock, 20,000,000 share of Class B common stock and 40,000,000 shares of preferred stock, of which, 10,000,000 are classified as Series A preferred stock.

Treasury Stock

On February 28, 2022, the Board of Directors increased the total authorization under the Company’s stock repurchase program by $10,000,000 to $30,000,000. At June 30, 2023, the Company had $3,474,299 of authorization remaining under the stock repurchase program. During the six months ended June 30, 2023, the Company has not repurchased any shares of Class A Common Stock.

At the Market Offerings

During the six months ended June 30, 2023, the Company completed the sale of an aggregate of 1,060,260 shares of Series A preferred stock, generating net proceeds of $16,938,093. During the six months ended June 30, 2022, the Company completed the sale of an aggregate of 164,830 shares of Class A preferred stock, generating net proceeds of $4,016,219

During the six months ended June 30, 2023, the Company completed the sale of an aggregate of 3,375,897 shares of Class A common stock, generating net proceeds of $5,820,404.

Shares Issued In Lieu of Payment

During the six months ended June 30, 2023, the Company issued 1,534,947 shares of Class A common stock to its parent in lieu of $4,681,587 cash for fees due under the CSS Management Agreement and the CSS License Agreement. See Note 14, for more information.

Common Stock Purchase Agreement

On March 12, 2023, the Company, entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “Investor”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $50,000,000 of shares (the “Purchase Shares”) of the Company’s Class A common stock (the “Class A common stock”) over the thirty-six (36) month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the Purchase Agreement (the “Registration Rights Agreement”).

As of June 30, 2023 the Company sold 500,000 shares of Class A common stock to Lincoln Park for net proceeds of $1,470,000.

Warrants

Warrant activity for the six months ended June 30, 2023 is as follows:


								Weighted
						Weighted		Average
						Average		Remaining
	Outstanding				Outstanding	Exercise		Contract
Warrants	at December 31, 2022	Issued	Exercised	Expired	at June 30, 2023	Price		Term (Yrs.)
Class W	526,362	—	—	(526,362)	—	$	—	—
Class Z	123,109	—	—	—	123,109		12.00	1.00
CSSE Class I	800,000	—	—	—	800,000		8.13	0.87
CSSE Class II	1,200,000	—	—	—	1,200,000		9.67	0.87
CSSE Class III-A	380,000	—	—	—	380,000		11.61	0.87
CSSE Class III-B	1,620,000	—	—	—	1,620,000		11.61	0.87
Redbox Public (CSSEL) ⁽¹⁾	1,039,183	—	—	—	1,039,183		132.18	3.32
Redbox Private ⁽¹⁾	339,065	—	—	—	339,065		132.18	3.32
Total	6,027,719	—	—	(526,362)	5,501,357	$	32.75	1.49

(1)

The number of warrants is shown on an as converted basis based on exchange ratio of 0.087, the gross warrants are 11,944,627 public and 3,897,303 private.

Warrants Classified as Liabilities

In connection with the merger of Redbox, the Company assumed all of Redbox’s 15,841,930 outstanding Public and Private Placement Warrants.

The Redbox warrants prior to assumption had entitled the holder to purchase one whole share of Redbox Class A common stock at a price of $11.50 per share, subject to adjustment. As a result of the mergers and adjustment caused thereby, 11.494 warrants (the “Per Share Warrant Requirement”) are required to purchase one whole share of Company Class A common stock at an aggregate exercise price of $132.18 per share, subject to adjustment. This was calculated by dividing the pre-merger $11.50 per-share exercise price of the Redbox warrants by the 0.087 Exchange Ratio. No fractional shares will be issued upon exercise of the warrants, with shares of Company Class A common stock issued upon exercise of such warrants rounded up to nearest whole share based on the total shares of Company Class A common stock being exercised and, subject to the Per Share Warrant Requirement.

The public warrants expire five years after issuance (October 24, 2026) or earlier upon redemption or liquidation.

The Company may redeem the public warrants under the following conditions:

•

In whole and not in part;

•

At a price of $0.01 per warrant;

•

Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $206.90 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company gives proper notice of such redemption and provided certain other conditions are met.

The redemption criteria discussed above prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Company’s Class A common stock may fall below the $206.90 redemption trigger price

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $132.18 warrant exercise price after the redemption notice is issued.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

As both the terms of the Private and Public warrants are substantively the same, the Company has determined to use the fair market value of the Public warrants to value all of the warrants. At the time of initial recording the warrants, they were valued at $2.52 per warrant or approximately $3,473,184. As of June 30, 2023 the fair market value of the warrants was $0.02 or $24,946.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Business Combination - Pro Forma Revenue (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023
Business Combinations [Abstract]
Net revenue	$ 103,631,039	$ 196,064,236
Net loss	$ (69,284,040)	$ (110,816,000)

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of estimated content commitments


	Total		2023		2024		2025 and thereafter
Minimum estimated content commitments	$	73,829,738	$	60,656,588	$	13,173,150	$	—

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of warrant activity


								Weighted
						Weighted		Average
						Average		Remaining
	Outstanding				Outstanding	Exercise		Contract
Warrants	at December 31, 2022	Issued	Exercised	Expired	at June 30, 2023	Price		Term (Yrs.)
Class W	526,362	—	—	(526,362)	—	$	—	—
Class Z	123,109	—	—	—	123,109		12.00	1.00
CSSE Class I	800,000	—	—	—	800,000		8.13	0.87
CSSE Class II	1,200,000	—	—	—	1,200,000		9.67	0.87
CSSE Class III-A	380,000	—	—	—	380,000		11.61	0.87
CSSE Class III-B	1,620,000	—	—	—	1,620,000		11.61	0.87
Redbox Public (CSSEL) ⁽¹⁾	1,039,183	—	—	—	1,039,183		132.18	3.32
Redbox Private ⁽¹⁾	339,065	—	—	—	339,065		132.18	3.32
Total	6,027,719	—	—	(526,362)	5,501,357	$	32.75	1.49

(1)

The number of warrants is shown on an as converted basis based on exchange ratio of 0.087, the gross warrants are 11,944,627 public and 3,897,303 private.

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Compensation [Abstract]

Schedule of stock options activity


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2022	1,511,046	$	14.89	3.15	$	—
Granted	—		—	—		—
Forfeited	(37,000)		19.27	—		—
Exercised	—		—	—		—
Expired	—		—	—		—
Outstanding at June 30, 2023	1,474,046	$	14.62	2.64	$	—

Vested and exercisable at December 31, 2022	889,623	$	14.02	2.62	$	—
Vested and exercisable at June 30, 2023	1,053,417	$	14.35	2.31	$	—

Schedule of weighted average assumptions to estimate the fair value of stock options


	Six Months Ended June 30,
Weighted Average Assumptions:	2023^(a)			2022
Expected dividend yield		—	%		—	%
Expected equity volatility		—	%		68.3	%
Expected term (years)		—			5
Risk-free interest rate		—	%		2.62	%
Exercise price per stock option	$	—		$	8.83
Market price per share	$	—		$	8.83
Weighted average fair value per stock option	$	—		$	4.95

(a)

There were no stock options granted during the six months ended June 30, 2023.

Leases - Balance sheet (Details) - USD ($)	6 Months Ended	12 Months Ended
Leases - Balance sheet (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Right-of-Use Assets
Operating lease right-of-use assets	$ 14,549,978	$ 16,315,342
Lease Liabilities:
Operating lease liabilities	16,127,975	18,079,469
Finance Lease cost
Amortization of right-of-use assets	997,195	827,191
Interest of lease liabilities	59,238	35,633
Total finance lease cost	$ 1,056,433	$ 862,824
Operating leases, weighted average remaining lease term (in years)	5 years 7 months 6 days	5 years 10 months 24 days
Operating leases, weighted average discount rate (as percentage)	7.00%	7.00%
Finance Leases, weighted average remaining lease term (in years)	2 years 3 months 18 days	1 year 1 month 6 days
Finance Leases, weighted average discount rate (as percentage)	5.00%	4.00%

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Schedule of property and equipment useful lives


	Useful Life
Redbox kiosks and components		3 - 5 years
Computers and software		2 - 3 years
Leasehold improvements (shorter of life of asset or remaining lease term)		3 - 6 years
Office furniture and equipment		5 - 7 years
Vehicles		3 - 4 years

Schedule of property and equipment

The value of the Company’s property and equipment as of June 30, 2023 and December 31, 2022 is included in Other assets, net on the Consolidated Balance Sheets and is as follows (in thousands):


	June 30,		December 31,
	2023		2022
Redbox kiosks and components	$	13,200,210	$	13,707,512
Computers and software		18,190,174		13,857,011
Leasehold improvements (shorter of life of asset or remaining lease term)		5,119,077		5,119,077
Office furniture and equipment		1,287,104		1,287,104
Vehicles		2,850,275		2,747,604
Property and equipment, at cost		40,646,840		36,718,308
Accumulated depreciation and amortization		(17,197,547)		(11,570,457)
Property and equipment, net	$	23,449,293	$	25,147,851

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of amounts recorded in condensed consolidated balance sheet


		June 30,		December 31,
		2023		2022
Right-of-Use Assets
Operating lease right-of-use assets	$	14,549,978	$	16,315,342

Lease Liabilities:
Operating lease liabilities	$	16,127,975	$	18,079,469

Finance Lease cost
Amortization of right-of-use assets	$	997,195	$	827,191
Interest of lease liabilities		59,238		35,633
Total finance lease cost	$	1,056,433	$	862,824

		June 30,		December 31,
		2023		2022
Operating leases
Weighted average remaining lease term		5.6 years		5.9 years
Weighted average discount rate		7%		7%
Finance Leases
Weighted average remaining lease term		2.3 years		1.1 years
Weighted average discount rate		5%		4%

Schedule of expected future payments relating to our operating lease liabilities


	Operating		Financing
Remainder of 2023	$	2,397,348	$	539,908
2024		4,195,546		1,017,604
2025		3,675,921		762,930
2026		2,104,048		415,065
2027		1,643,022		3,316
Thereafter		5,230,326		—
Total minimum payments		19,246,211		2,738,823
Less amounts representing interest		3,118,236		206,497
Present value of minimum payments	$	16,127,975	$	2,532,326

Schedule of expected future payments relating to our finance lease liabilities


	Operating		Financing
Remainder of 2023	$	2,397,348	$	539,908
2024		4,195,546		1,017,604
2025		3,675,921		762,930
2026		2,104,048		415,065
2027		1,643,022		3,316
Thereafter		5,230,326		—
Total minimum payments		19,246,211		2,738,823
Less amounts representing interest		3,118,236		206,497
Present value of minimum payments	$	16,127,975	$	2,532,326

Stockholders' Equity - Narrative (Details)				1 Months Ended	3 Months Ended			6 Months Ended
Stockholders' Equity - Narrative (Details)	Mar. 12, 2023 USD ($)	Jun. 30, 2022 shares	Jun. 29, 2022 shares	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) D $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($) D $ / shares shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 $ / shares shares	Aug. 11, 2022	Feb. 28, 2022 USD ($)	Feb. 27, 2022 USD ($)
Number of shares authorized \| shares		200,000,000	100,000,000
Stock repurchase program, shares authorized value												$ 30,000,000	$ 10,000,000
Remaining stock repurchase plan authorized					$ 3,474,299			$ 3,474,299
Issuance of common stock, net					$ 15,100,439	$ 1,887,241	$ 1,120,419
Exchange ratio					0.087			0.087
Redbox Entertainment Inc.
Exchange ratio											0.087
Lincoln Park
Issuance of common stock, net						$ 1,470,000
Term of shares offering	36 months							3 years
Lincoln Park \| Maximum
Aggregate value of shares to be issued	$ 50,000,000
Redbox warrants
Term of warrants					5 years			5 years
Warrant price \| $ / shares					$ 2.52			$ 2.52
Warrants and rights outstanding					$ 3,473,184			$ 3,473,184
Fair market value of warrants per warrant					0.02			0.02
Fair market value of warrants					$ 24,946			$ 24,946
Warrants Classified as Liabilities, Warrants Assumed \| shares					15,841,930			15,841,930
Warrants Classified as Liabilities, Price Per Share Prior To Assumptions \| $ / shares					$ 11.50			$ 11.50
Warrants Classified as Liabilities, Warrant Conversion Into Share Ratio					11.494			11.494
Warrants Classified as Liabilities, Exchange Ratio					0.087			0.087
Redbox Public (CSSEL)
Warrant redemption price per share \| $ / shares					$ 0.01			$ 0.01
Warrant redemption term								30 days
Warrants Classified as Liabilities, Aggregate Exercise Price \| $ / shares					$ 132.18			$ 132.18
Class A Common Stock
Common stock, shares authorized \| shares		140,000,000			140,000,000		140,000,000	140,000,000	140,000,000	140,000,000
Proceeds from issuance of common stock				$ 10,400,000				$ 18,614,471	$ 1,210,245
Common Stock, par value (in dollars per share) \| $ / shares					$ 0.0001			$ 0.0001		$ 0.0001
Class A Common Stock \| At the Market Offering
Shares issued \| shares								3,375,897
Proceeds from sale of stock								$ 5,820,404
Class A Common Stock \| Lincoln Park
Shares issued \| shares								500,000
Proceeds from issuance of common stock								$ 1,470,000
Aggregate value of shares to be issued	$ 50,000,000
Class A Common Stock \| CSS \| Management and license fees
Shares issued \| shares								1,534,947
Issuance of common stock, net								$ 4,681,587
Class A Common Stock \| Redbox Public (CSSEL)
Common stock at a price \| $ / shares					$ 206.90			$ 206.90
Number of trading days \| D					20			20
Number of trading days prior to notice of redemption \| D					30			30
Class B Common Stock
Common stock, shares authorized \| shares		20,000,000			20,000,000		20,000,000	20,000,000	20,000,000	20,000,000
Common Stock, par value (in dollars per share) \| $ / shares					$ 0.0001			$ 0.0001		$ 0.0001
Preferred Stock
Preferred stock, shares authorized \| shares		40,000,000					40,000,000		40,000,000
Series A Preferred Stock
Preferred stock, shares authorized \| shares		10,000,000			10,000,000		10,000,000	10,000,000	10,000,000	10,000,000
Series A Preferred Stock \| At the Market Offering
Shares issued \| shares								1,060,260	164,830
Proceeds from sale of stock								$ 16,938,093	$ 4,016,219
Stock Repurchase Program \| Class A Common Stock
Number of stock repurchased \| shares								0

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$ 6,917,111	$ 18,738,395
Accounts receivable, net of allowance for doubtful accounts of $1,592,078 and $1,277,597, respectively	159,316,288	113,963,425
Prepaid expenses and other current assets	9,044,398	13,196,180
Operating lease right-of-use assets	14,549,978	16,315,342
Content assets, net	109,708,725	126,090,508
Intangible assets, net	290,025,906	305,425,709
Goodwill	261,322,774	260,748,057
Other assets, net	27,714,084	29,401,793
Total assets	878,599,264	883,879,409
LIABILITIES AND EQUITY
Accounts payable	65,156,863	50,960,682
Accrued expenses	93,694,320	87,817,015
Due to affiliated companies	4,022,477	3,778,936
Programming obligations	58,228,000	55,883,788
Film library acquisition obligations	30,189,206	39,750,121
Accrued participation costs	46,333,084	28,695,713
Debt, net	511,902,350	479,653,611
Contingent consideration	6,866,449	7,311,949
Put option obligation	4,400,000	11,400,000
Operating lease liabilities	16,127,975	18,079,469
Other liabilities	22,868,837	20,800,186
Total liabilities	859,789,561	804,131,470
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; 5,556,605 and 4,496,345 shares issued and outstanding, respectively; redemption value of $138,915,125 and $112,408,625, respectively	555	450
Additional paid-in capital	396,992,240	355,185,280
Deficit	(350,061,978)	(247,752,446)
Accumulated other comprehensive income	(70,969)	47,528
Class A common stock held in treasury, at cost (2,422,842 and 2,422,842 shares, respectively)	(28,165,913)	(28,165,913)
Total stockholders' equity	18,697,280	79,317,224
Noncontrolling interests	112,423	430,715
Total equity	18,809,703	79,747,939
Total liabilities and equity	878,599,264	883,879,409
Class A Common Stock
Stockholders' Equity:
Common stock value	2,579	1,559
Class B Common Stock
Stockholders' Equity:
Common stock value	$ 766	$ 766

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue Recognition [Abstract]

Revenue Recognition

Note 5 – Revenue Recognition

The following table disaggregates our revenue by source:


	Three Months Ended June 30,
			% of				% of
	2023		revenue		2022		revenue
Revenue:
VOD and streaming	$	31,723,589	40	%	$	29,510,365	78	%
Retail		30,960,409	38	%		—	0	%
Licensing and other		17,226,065	22	%		8,126,582	22	%
Net revenue	$	79,910,063	100	%	$	37,636,947	100	%


	Six Months Ended June 30,

			% of				% of
	2023		revenue		2022		revenue
Revenue:
VOD and streaming	$	66,335,175	35	%	$	50,857,728	76	%
Retail		63,219,863	33	%		—	0	%
Licensing and other		59,954,318	32	%		15,985,416	24	%
Net revenue	$	189,509,356	100	%	$	66,843,144	100	%

VOD and streaming

VOD and streaming revenue is generated as the Company exhibits content through the Crackle Plus and Redbox streaming services including AVOD, FAST and TVOD platforms available via connected TV’s, smartphones, tablets, gaming consoles and the web through our owned and operated platforms, as well as third-party platforms. The Company generates streaming revenues for our networks in three primary ways, selling advertisers video ad inventory on our AVOD and FAST streaming services, selling advertisers the ability to present content to our viewers, often with fewer commercials, and selling advertisers product and content integrations and sponsorships related to our original productions, as well as revenues from our direct-to-consumer TVOD platform. In addition, this revenue source includes third-party streaming platform license revenues, including TVOD, AVOD, FAST and SVOD related revenues.

Retail

Revenue from Redbox movie rentals is recognized for the period that the movie is rented and is recorded net of promotional discounts offered to the Company’s consumers, uncollected amounts and refunds that it grants to its customers. The sale of previously rented movies out of our kiosks is recognized at the time of sale. On rental transactions for which the related movie has not yet been returned to the kiosk at month-end, revenue is recognized with a corresponding receivable recorded

in the balance sheet, net of a reserve for potentially uncollectable amounts that is considered a reduction from gross revenue as collectability is not reasonably assured.

Licensing and other

Licensing and other revenue included in this revenue source is generated as the Company licenses movies and television series worldwide, through Screen Media Ventures and 1091 Pictures, through license agreements across channels, including theatrical and home video. Additionally, Licensing and other also includes the sale of content, other revenue related to the Company’s intellectual property, and content services revenue, including development, non-writing executive producer fees and production services.

Contract balances include the following:


	June 30,		December 31,
	2023		2022
Accounts receivable, net	$	33,453,692	$	39,467,049
Contract assets (included in accounts receivable)		125,862,596		74,496,376
Total accounts receivable, net	$	159,316,288	$	113,963,425

Deferred revenue (included in accrued expenses)	$	(15,944,129)	$	(12,043,508)

During the three months ending June 30, 2023, customer A represented 31% of the total revenue. During the six months ending June 30, 2023, customers A and B represented 13% and 22% of the total revenue, respectively. As of June 30, 2023 customers A and B represented 15% and 26%, respectively, of the total accounts receivable, net.

As of December 31, 2022 customers C and D represented 14% and 12%, respectively, of the total accounts receivable, net.

- 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Revenue Recognition - Contract assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Accounts receivable, net	$ 33,453,692	$ 39,467,049
Contract assets (included in accounts receivable)	125,862,596	74,496,376
Total accounts receivable, net	159,316,288	113,963,425
Deferred revenue (included in accrued expenses)	$ (15,944,129)	$ (12,043,508)

Content Assets, net (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Content Assets, net (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Content Assets [Abstract]
Programming costs released	$ 31,164,062		$ 31,164,062		$ 31,081,500
In production	1,711,071		1,711,071		806,009
In development	9,360,440		9,360,440		8,377,649
Accumulated amortization	(32,458,465)		(32,458,465)		(31,651,552)
Programming costs, net	9,777,108		9,777,108		8,613,606
Film library acquisition costs	222,145,902		222,145,902		208,982,878
Accumulated amortization	(151,066,417)		(151,066,417)		(125,967,305)
Film library costs, net	71,079,485		71,079,485		83,015,573
Programming rights	65,211,646		65,211,646		56,288,723
Accumulated amortization	(36,359,514)		(36,359,514)		(21,827,394)
Programming rights, net	28,852,132		28,852,132		34,461,329
Content assets, net	109,708,725		109,708,725		126,090,508
Programming costs impairment	$ 0	$ 0	0	$ 0
Television Programming Costs Impairment, Original Productions			10,352,207		10,352,207
Television Programming Costs Impairment, Acquired Film Library			12,236,701		$ 8,595,099
Content asset impairment			$ 3,641,602

Debt - Schedule (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Total gross debt	$ 530,529,475	$ 500,180,004
Less: debt issuance costs and discounts	(18,627,125)	(20,526,393)
Total debt, net	511,902,350	479,653,611
Less: current portion	(23,087,645)	(18,798,515)
Total long-term debt, net	488,814,705	460,855,096
HPS Term Loan
Total gross debt	357,576,139	335,342,705
HPS Revolving Loan
Total gross debt	87,845,483	82,362,336
MUFG Bank Film Financing Facility
Total gross debt	6,023,449	6,577,243
9.50% Notes Due 2025
Total gross debt	44,855,900	44,855,900
Film Acquisition Advance
Other debt	2,532,325	3,204,255
Total gross debt	31,696,179	27,837,565
Total debt, net	$ 6,500,000	$ 6,100,000

Put Option Obligation

6 Months Ended

Jun. 30, 2023

Put Option Obligation [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 repurchase these 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 November 7, 2025 (“Put Election Period”). In February 2023, MidCap Financial Trust exercised their Put Option resulting in the Put Price of $11,500,000 payable by May 2023, in exchange for Midcap’s Financial Trust’s 5% interest in CSS AVOD. As of June 30, 2023 the Company has paid $7,000,000 and under an amendment and modification to the Put Option will pay the remaining balance during the remainder of the year. Upon payment, the Company will own 100% of CSS AVOD.

As of June 30, 2023, the 5% interest in CSS AVOD, Inc. consists of the following,


	June 30,
	2023
Put Option Obligation	$	4,400,000
Noncontrolling Interests		94,247
Total	$	4,494,247

Intangible Assets and Goodwill - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 7,800,000	$ 1,700,000	$ 15,400,000	$ 3,200,000
Intangible assets	$ 261,300,000		261,300,000		$ 260,700,000
Goodwill and intangible asset impairment			$ 0	$ 0

Business Combination - Purchase Price to Fair Value of Net Assets Acquired (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Mar. 04, 2022
Purchase price consideration allocated to fair value of net assets acquired:
Goodwill	$ 261,322,774	$ 260,748,057
1091 Media, LLC
Purchase price consideration allocated to fair value of net assets acquired:
Accounts receivable, net			$ 4,677,133
Content assets			4,695,000
Other assets			49,347
Intangibles			2,810,000
Goodwill			5,476,711
Total assets acquired			17,708,191
Accounts payable and accrued expenses			129,244
Revenue share payable			1,623,177
Accrued third party share			3,999,544
Total liabilities assumed			5,751,965
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net			$ 11,956,226

Segment Reporting and Geographic Information (Details) - segment	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Number of reportable segments			1
Sales Revenue, Net [Member] \| UNITED STATES \| Customer Concentration Risk
Concentration risk percentage	99.00%	82.00%	74.00%	84.00%

Business Combination (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of proforma financial information


	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022
Net revenue	$	103,631,039	$	196,064,236
Net loss	$	(69,284,040)	$	(110,816,000)

Schedule of stand-alone financial performance


	Three Months Ended June 30, 2023
		Redbox		1091		Total
Net revenue	$	42,943,214	$	6,523,948	$	49,467,162
Net income (loss)	$	(25,023,177)	$	1,119,144	$	(23,904,033)

	Three Months Ended June 30, 2022
		Redbox		1091		Total
Net revenue	$	—	$	4,843,063	$	4,843,063
Net income (loss)	$	—	$	(268,973)	$	(268,973)


	Six Months Ended June 30, 2023
		Redbox		1091		Total
Net revenue	$	86,267,798	$	18,093,763	$	104,361,561

Net income (loss)	$	(53,218,360)	$	3,433,557	$	(49,784,803)



	Six Months Ended June 30, 2022
		Redbox		1091		Total
Net revenue	$	-	$	6,255,235	$	6,255,235
Net income (loss)	$	-	$	(221,659)	$	(221,659)

Redbox Entertainment Inc.

Schedule of preliminary allocation of the purchase price


Class A common stock	$	65,828,719
Class A common stock issued upon vesting of Redbox RSUs		703,244
Class A common stock warrants issued to Redbox warrant holders		3,473,185
Total merger consideration	$	70,005,148

Schedule of fair values of assets acquired


Assets acquired:
Cash, cash equivalents and restricted cash	$	12,921,550
Accounts receivable		17,629,843
Content library		21,241,822
Prepaid expenses and other assets		16,448,641
Property and equipment		15,504,940
Right-of-use assets		7,183,735
Intangible assets⁽¹⁾		291,200,000
Goodwill		215,859,533
Total assets acquired		597,990,064

Liabilities assumed:
Debt		359,854,921
Accounts payable and accrued expenses		91,809,662
Operating lease liabilities		7,183,736
Financing lease liabilities		2,241,304
Other liabilities		66,895,293
Total liabilities assumed		527,984,916

Net assets acquired	$	70,005,148

(1)

The weighted-average useful life of the intangible assets acquired is approximately 14 years.

1091 Media, LLC

Schedule of preliminary allocation of the purchase price



Accounts receivable, net	$	4,677,133
Content assets		4,695,000
Other assets		49,347
Intangibles		2,810,000
Goodwill		5,476,711
Total assets acquired		17,708,191
Accounts payable and accrued expenses		129,244
Revenue share payable		1,623,177
Accrued third-party share		3,999,544
Total liabilities assumed		5,751,965
Net assets acquired	$	11,956,226


Cash consideration	$	8,000,000
Equity consideration - Class A common stock		3,303,750
Equity consideration - Series A Preferred Stock		1,980,000
Purchase price consideration		13,283,750
Less: cash acquired		(1,327,524)
Total Estimated Purchase Price	$	11,956,226

Business Combination - Purchase Price Consideration Allocation (Details) - USD ($)	Aug. 11, 2022	Mar. 04, 2022
Redbox Entertainment Inc.
Business Acquisition [Line Items]
Warrant consideration	$ 3,473,185
Total	70,005,148
1091 Media, LLC
Business Acquisition [Line Items]
Cash consideration		$ 8,000,000
Total		13,283,750
Less: cash acquired		(1,327,524)
Total Estimated Purchase Price		11,956,226
RSUs \| Redbox Entertainment Inc.
Business Acquisition [Line Items]
Equity consideration	703,244
Common Stock \| Class A Common Stock \| Redbox Entertainment Inc.
Business Acquisition [Line Items]
Equity consideration	$ 65,828,719
Common Stock \| Class A Common Stock \| 1091 Media, LLC
Business Acquisition [Line Items]
Equity consideration		3,303,750
Preferred Stock \| Series A Preferred Stock \| 1091 Media, LLC
Business Acquisition [Line Items]
Equity consideration		$ 1,980,000

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 7 – Earnings Per Share

Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. A net loss available to common stockholders causes all potentially dilutive securities to be anti-dilutive and are not included. There were no anti-dilutive stock options or warrants for the three and six month periods ending June 30, 2023.

Basic and diluted loss per share is computed as follows:


	Three Months Ended June 30,
	2023		2022
Net loss available to common stockholders	$	(43,732,399)	$	(20,783,190)

Basic weighted-average common shares outstanding		29,171,223		14,950,458
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		29,171,223		14,950,458

Basic and diluted loss per share	$	(1.50)	$	(1.39)


	Six Months Ended June 30,
	2023		2022
Net loss available to common stockholders	$	(102,309,532)	$	(34,910,150)

Basic weighted-average common shares outstanding		25,163,744		15,152,222
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		25,163,744		15,152,222

Basic and diluted loss per share	$	(4.07)	$	(2.30)

Business Combination - Purchase Price to Fair Value of Net Assets Acquired of Redbox (Details) - USD ($)	Aug. 11, 2023	Jun. 30, 2023	Dec. 31, 2022
Assets acquired:
Goodwill		$ 261,322,774	$ 260,748,057
Redbox Entertainment Inc.
Assets acquired:
Cash, cash equivalents and restricted cash	$ 12,921,550
Accounts receivable	17,629,843
Content library	21,241,822
Prepaid expenses and other assets	16,448,641
Property and equipment	15,504,940
Right-of-use assets	7,183,735
Intangible assets(1)	291,200,000
Goodwill	215,859,533	$ 215,859,533	$ 215,284,816
Total assets acquired	597,990,064
Liabilities assumed:
Debt	359,854,921
Accounts payable and accrued expenses	91,809,662
Operating lease liabilities	7,183,736
Financing lease liabilities	2,241,304
Other liabilities	66,895,293
Total liabilities assumed	527,984,916
Net assets acquired	$ 70,005,148

Put Option Obligation (Tables)

6 Months Ended

Jun. 30, 2023

CSS AVOD Inc.

Business Acquisition [Line Items]

Schedule of Options Indexed to Issuer's Equity [Table Text Block]


	June 30,
	2023
Put Option Obligation	$	4,400,000
Noncontrolling Interests		94,247
Total	$	4,494,247

- Definition

Tabular disclosure of the freestanding option contracts issued by an entity that are indexed to, and potentially settled in, an entity's own stock. Includes disclosure on the strike price and the number of shares to which the contract is indexed, the settlement date or dates of the contract, and the issuer's accounting for the contract. If the terms of the contract provide settlement alternatives, those settlement alternatives are disclosed, including who controls the settlement alternatives, and the maximum number of shares that could be required to be issued, to net share settle the contract, if applicable. If a contract does not have a fixed or determinable maximum number of shares that could be required to be issued, the fact that a potentially infinite number of shares that may be required to be issued to settle the contract is disclosed. Disclosure also includes the contract's current fair value for each settlement alternative and how changes in the price of the issuer's equity instruments affect those settlement amounts.

+ References + Details

Description of the Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

Note 1 – Description of the Business

Chicken Soup for the Soul Entertainment, Inc. is a Delaware corporation formed on May 4, 2016, that provides premium content to value conscious consumers. The Company is one of the largest advertising-supported video-on-demand (AVOD) companies in the U.S., with three flagship AVOD streaming services: Redbox, Crackle and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with approximately 180 channels as well as a transaction video-on-demand (TVOD) service. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous books series and produces super-premium pet food under the Chicken Soup for the Soul (CSS) brand name. References to “CSSE,” the “Company,” “we,” “us” and “our” refer to Chicken Soup for the Soul Entertainment, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

The acquisition of Redbox in August 2022 added another established brand and leading home entertainment provider to the Chicken Soup for the Soul Entertainment portfolio of companies. For some 20 years, Redbox has focused on providing U.S. customers with the best value in entertainment and the most choice in how they consume it, through physical media and/or digital services. Through its physical media business, consumers can rent or purchase new-release DVDs and Blu-ray DiscsTM from its nationwide network of approximately 28,500 self-service kiosks. In the recent past, Redbox transformed from a pure-play DVD rental company to a multi-faceted entertainment company, providing additional value and choice to consumers through multiple digital products across a variety of content windows. The Redbox digital business includes Redbox On Demand, a TVOD service offering digital rental or purchase of new release and catalog movies; Redbox Free On Demand, an AVOD service providing free movies and TV shows on demand; and Redbox Free Live TV, an FLTV service giving access to approximately 180 linear channels. Redbox also generates service revenue by providing installation, merchandising and break-fix services to other kiosk businesses, and by selling third-party display advertising via its mobile app, website, and e-mails, as well as display and video advertising at the kiosk.

The Company is managed by the Company CEO Mr. William J. Rouhana, Jr, and has historically operated and reported as one segment the production and distribution of video content. The Company currently operates in the United States and India and derives its revenue primarily in the United States. The Company distributes content in over 56 countries and territories worldwide.

Financial Condition and Liquidity

As of June 30, 2023, the Company has a deficit of $350.1 million and for the three and six months ended June 30, 2023, the Company had a net loss attributable to common stockholders of $43.7 million and $102.3 million, respectively.

The current cash position and available capital resources as compared to current obligations will require the Company to raise significant additional capital through one or more financing transactions if it experiences a delay in collecting its accounts receivable. Such financing transactions could include accounts receivable financing, asset sales, or sales of equity or debt, or a combination of the foregoing transactions. The Company believes that such transactions are available on commercially reasonable terms, and it is in active negotiations with respect to one or more such transactions. There can be no assurance, however, that the Company will be successful in consummating any such transaction for the net proceeds required or at all. Additionally, the Company has been actively involved in cost reduction initiatives to reduce forward operating expenses and to improve operational cash flow. Further, the parent company, CSS, has agreed that upon request of the board of directors, it will defer payment of any and all cash portions of the fees payable by us to CSS under the CSS Management Agreement and CSS License Agreement for up to 12 months. There can be no assurance that the efforts to reduce operating costs and other obligations, together with the capital raising initiatives, will prove successful overall. If the Company is not successful, it may need to curtail growth initiatives or certain operations and could suffer loss of certain content vendor and distribution relationships and other adverse consequences. The Company is also exploring strategic initiatives including certain asset sales or a strategic sale of the Company and the board of directors will be forming a strategic initiatives committee to evaluate transactions that management believes are currently available to our company.

Based on the Company’s financial position at June 30, 2023, history of recurring losses and negative operational cash flows, along with debt maturities and interest payments in the next 12 months we reviewed the Company’s ability to continue as a going concern. Our forecasted cash flows indicated a short-fall in cash flows in the assessment period and thus management has alleviated that short-fall by accelerating the collection of long-dated receivables, obtained commitments to factor account receivables, put in place pans to further reduce future operating costs as well as, received a commitment from CSS, upon request of our board of directors, on relief of future cash management fees for up to 12 months. The combination of these, together with equity and/or debt financings, that we believe are available to us on commercially reasonable terms, will be adequate to meet our known operational cash needs over the next twelve months.

The Company intends to continue to utilize several sources to raise capital including the following:

●

in April 2023, the Company closed on an underwritten public offering of Class A common stock that provided net proceeds of $10.4 million,

●

our At-The-Market equity offerings, including sale of Class A common and preferred shares,

●

the Company entered a purchase commitment, and raised $1.5 million in March of 2023 with Lincoln Park Capital Fund, LLC who will purchase up to $50 million worth of our Class A common stock over a three-year period at the Company’s option, based on defined volume requirements and certain defined guidelines,

●

the Company regularly engages in normal course content financings to fund a portion of its content distribution rights acquisitions through various financing partners,

●

since the merger with Redbox, the Company continues to have the ability to PIK our interest payments under the HPS credit facility through February 11, 2024. Also, as permitted under the credit facility, the Company has the ability to enter into up to a $40 million dollar asset-based lending facility secured by our accounts receivable with HPS’s consent. Finally, the Company has the ability to factor accounts receivable and sell certain assets subject to defined terms under the credit agreement.

The Company monitors its cash flow, working capital, capital base, operational spending, and leverage ratios with the long-term goal of maintaining our credit worthiness. If required to access debt or equity financing for our operating needs, the Company may incur additional debt and/or issue preferred stock or Class A common stock, which could serve to materially increase our liabilities and/or cause dilution to existing holders. There can be no assurance that the Company would be able to access debt or equity financing if required on a timely basis or at all or on terms that are commercially reasonable. If the Company should be required to obtain debt or equity financing and are unable to do so on the required terms, its operations and financial performance could be materially adversely affected.

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 – Income Taxes

For the six months ended June 30, 2023, the Company’s effective income tax rate was 0.7%, which differed from the federal statutory rate of 21.0% primarily due to the Company’s valuation allowance and state income taxes. For the six months ended June 30, 2022, the Company’s effective income tax rate was a benefit of 0.0% primarily due to the Company’s valuation allowance and state income taxes.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes a valuation allowance when it is more likely than not that all or a portion of the net deferred tax asset may not be realized. At June 30, 2023, the Company determined that a portion of its deferred tax assets are not more likely than not to be

realized. The Company maintains a valuation allowance against the net operating loss carryovers of A Sharp and Pivot Share, since it was determined that it is more likely than not, based on available objective evidence, that these separate filing jurisdictions would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits for this portion of its deferred tax assets.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units (“RSUs”) and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of debt


	June 30,		December 31,
	2023		2022
HPS term	$	357,576,139	$	335,342,705
HPS revolving loan		87,845,483		82,362,336
Notes due 2025		44,855,900		44,855,900
Film acquisition advances		31,696,179		27,837,565
MUFG Bank, LTD film financing facility		6,023,449		6,577,243
Other debt		2,532,325		3,204,255
Total gross debt		530,529,475		500,180,004
Less: debt issuance costs and discounts		(18,627,125)		(20,526,393)
Total debt, net		511,902,350		479,653,611
Less: current portion		(23,087,645)		(18,798,515)
Total long-term debt, net	$	488,814,705	$	460,855,096

Schedule of aggregate maturities of long-term debt



Remainder of 2023	$	15,644,433
2024		20,154,760
2025		136,764,049
2026		387,012
2027		357,579,221
Beyond		—
Total	$	530,529,475

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Rent expenses	$ 1.7	$ 0.8	$ 3.5	$ 1.3
Cash paid for operating lease			$ 2.6

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Note 11 – Debt

Debt, net for the periods presented was as follows:


	June 30,		December 31,
	2023		2022
HPS term	$	357,576,139	$	335,342,705
HPS revolving loan		87,845,483		82,362,336
Notes due 2025		44,855,900		44,855,900
Film acquisition advances		31,696,179		27,837,565
MUFG Bank, LTD film financing facility		6,023,449		6,577,243
Other debt		2,532,325		3,204,255
Total gross debt		530,529,475		500,180,004
Less: debt issuance costs and discounts		(18,627,125)		(20,526,393)
Total debt, net		511,902,350		479,653,611
Less: current portion		(23,087,645)		(18,798,515)
Total long-term debt, net	$	488,814,705	$	460,855,096

HPS Credit Agreement

On August 11, 2022, concurrently with the consummation of the Redbox merger transaction described in Note 4, the Company entered into an Amended and Restated Credit Agreement (“HPS Credit Agreement”) by and among the Company, as primary borrower, Redbox Automated, as co-borrower, the Lenders named therein, and HPS Investment Partners LLC, as administrative agent, and collateral agent (“HPS”).

Pursuant to the terms of the HPS Credit Agreement, the Company obtained (i) a term loan facility consisting of the conversion, and assumption by us, of all “Senior Obligations” under (and as defined in) the HPS Credit Agreement (other than any outstanding Sixth Amendment Incremental Revolving Loans under (and as defined in) the credit agreement (the “Redbox Credit Agreement”), dated as of October 20, 2017, by and among Redwood Intermediate, LLC, Redbox Automated, Redwood Incentives LLC, the lenders party thereto and HPS, as amended from time to time thereafter, with the sixth amendment thereto occurring on April 15, 2022 (this last amendment being referred to as the “Sixth Amendment”) and (ii) an $80 million revolving credit facility (with any outstanding Sixth Amendment Incremental Revolving Loans under the Redbox Credit Agreement as amended by the Sixth Amendment being deemed, and assumed by us as, revolving loans thereunder), combined all together referred to as the “Senior Facilities”.

Interest is payable on the Senior Facilities entirely in cash or, for a period of up to 18 months, could be paid by increasing the principal amount of the Senior Facilities (PIK Interest), or through a combination of cash and PIK Interest. The applicable margin for borrowings under the HPS Term Loan and Revolving Credit Facility is 7.25% plus the greater of SOFR or 1.0% per annum. In addition, the loan contains an unused line fee of 3.625% per annum. Interest and fees on the loan are payable in arrears on the payment dates and on the maturity of the loan. The maturity of the revolving credit facility is 30 months or February 11, 2025 and the term loan is 5 years or August 11, 2027. Beginning in August of 2024 the Company may be subject to quarterly payments based upon any excess cash flow.

At the closing, the Company assumed $357.5 million of debt ($325.8 million under a term loan and $31.7 million funded under an $80 million revolving credit facility) and drew down $25.9 million on the revolving credit facility, all at an interest rate of SOFR plus 7.25% (10.3%). On September 19, 2022, the Company made an additional draw under the revolving facility of $22.3 million with an interest rate of SOFR plus 7.25% (10.85%). Furthermore, the Company issued a warrant to HPS to acquire 4.5% of the fully diluted shares of the Company’s common stock (known as Class A common stock and Class B common stock as a single class) and paid closing costs of $1.2 million. The warrant was valued at $14.9 million and is included in debt issuance costs and is being amortized over the life of the debt.

Since August 11, 2022, the Company has elected to PIK interest accrued on the outstanding debt, resulting in an increase to the Senior Facilities. The total outstanding debt had a net book value of $445.4 million ($357.6 million under a term loan and $87.8 million under a revolving credit facility). The total PIK interest of $39.6 million has been deferred and compounded and added to the principal balance including an additional $27.7 million during the six months ended June 30, 2023.

Dividend Restrictions & Covenants

The Credit Agreement contains certain customary affirmative covenants and negative covenants, including a limitation on the Company’s ability to pay dividends on its Class A Common Stock or make other restricted payments. The covenant prohibiting dividends and other restricted payments has certain limited exceptions, including customary overhead, legal, accounting and other professional fees and expenses; taxes; customary salary, bonus and other benefits.

Prepayments & Collateral

The Senior Facilities require CSSE to prepay outstanding term loan borrowings, subject to certain exceptions, with:

●a certain percentage set forth in the Credit Agreement governing the Senior Facilities of CSSE’s annual excess cash flow, as defined under the Senior Facilities;

●a certain percentage of the net cash proceeds of certain non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and reinvestment rights; and

●the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Facilities.

CSSE may voluntarily repay outstanding loans that are funded solely by internally generated cash from business operations under the Senior Facilities at any time, without prepayment premium or penalty, except customary “breakage” costs with respect to SOFR rate loans.

All obligations under the Senior Facilities are unconditionally guaranteed by each of CSSE’s existing and future direct and indirect material, wholly-owned domestic subsidiaries, subject to certain exceptions. The obligations of the Company and its subsidiary guarantors under the HPS Credit Agreement are secured by a first priority lien in substantially all of the assets of the Company and its subsidiaries, subject to certain exceptions.

Letters of Credit

Under the HPS Credit Agreement, the Company has a letter of credit arrangement to provide for the issuance of standby letters of credit. The arrangement supports the collateral requirements for insurance claims and is good for one year to be renewed annually if necessary. The letter of credit is cash-collateralized at 105% in the amount of $2.9 million as of June 30, 2023. Additionally, there is a letter of credit arrangement of $0.3 million that serves as a security deposit for leased warehouse space and is pledged by an equal amount of cash pledged as collateral. The Company’s letter of credit arrangements collateral is classified as restricted cash and reflects balances of $3.2 million as of June 30, 2023.

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 July Notes pursuant to the partial exercise of the overallotment option. The Notes bear interest at 9.50% per annum, payable every June 30, 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.

On April 20, 2022, the Company completed a public offering of 9.50% Notes due 2025 (the “Notes”) in the aggregate principal amount of $10,400,000. On May 5, 2022, the Company sold an additional $1,560,000 of Notes pursuant to the exercise of the overallotment option. The stated principal of $25.00 per note was discounted 2% to the public offering price of $24.85 per note. The sale of the Notes resulted in net proceeds of approximately $11,094,946 after deducting underwriting discounts and commissions of approximately $865,054.

The 9.50% Notes are not secured by any of our assets. As a result, the Notes are effectively subordinated to all of our existing and future secured indebtedness, such as any new loan facility or other indebtedness to which we grant a security interest, including our film acquisition advances and our MUFG Bank, LTD film financing facility.

Film Acquisition Advances: Great Point Media Limited

On August 27, 2020, the Company entered into a Film Acquisition Advance Agreement with Great Point Media Limited (“GPM”). GPM advanced to the Company $10.2 million of acquisition advances on August 28, 2020 (the “Acquisition Advance”) and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to the agreement, GPM has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc., CSSE’s wholly owned subsidiary. The Company pays the SPV on a quarterly basis adjusted gross receipts generated on each of the assigned productions during the two-year term of the agreement, until the SPV has recouped the full Acquisition Advance for each of the productions together with interest and additional participation amounts on gross receipts generated by the productions. The Acquisition Advance bears interest at 10% per annum compounded monthly on the amount outstanding. In the event the SPV has not recouped the full Acquisition Advance from gross receipts generated within the two-year contractual term, the Company shall pay the remaining balance outstanding, if any, by no later than January 14, 2023. As of June 30, 2023 and December 31, 2022, the outstanding balance was $6.5 million and $6.1 million, respectively. Subsequently, the facility was amended such that the remaining balance is payable in four installments due within the year 2023. All other terms shall remain unaffected.

Film Acquisition Advances: Media Entertainment Partners

In January 2022, the Company began entering into individual film acquisition advance agreements with Media Entertainment Partners (“MEP”). Under the agreements, MEP financed the Company $33.1 million of acquisition advances and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to an arrangement, MEP has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc., CSSE’s wholly owned subsidiary. Generally, the Company will pay the SPV on a quarterly basis over 30 months the advance plus interest at 12% per annum compounded monthly on the amount outstanding. Under the distribution agreement with the SPV, after Screen Media Venture’s recoupment, the SPV is entitled to receive a profit participation in the net receipts of the film and, provides Screen Media Venture a bargain purchase option to reacquire the film rights after 6 years. As of June 30, 2023 and December 31, 2022, the outstanding balance was $25.2 million and $21.7 million, respectively.

MUFG Bank, LTD Film Financing Facility

On December 29, 2020, Redbox Entertainment, LLC entered into a four-year, $20 million film financing facility with MUFG Bank, LTD (formerly known as Union Bank) (the “Union Film Financing Facility”). The facility is used exclusively to pay for minimum guarantees, license fees and related distribution expenses for original content obtained under the Company’s Redbox Entertainment label. On April 15, 2022, Redbox agreed, pursuant to the Voting and Support Agreement, to (i) permanently reduce a portion of the Union Revolving Credit Facility in an amount equal to $10.6 million (and the Company made such reduction) and (ii) among other agreements, refrain from borrowing under the Union Film Financing Facility without the consent of Aspen and Redwood Holdco, LP (other than with respect to certain scheduled borrowings and borrowings to cover interest, fees and expenses). There is no additional availability under the Union Film

Financing Facility as of December 31, 2022. Borrowings outstanding under the Union Film Financing Facility as of the merger at August 11, 2022 and at December 31, 2022 was $6.6 million and as of June 30, 2023 $6.0 million.

Borrowings under the Union Film Financing Facility bear interest at either the alternate base rate or SOFR (based on an interest period selected by the Company of one month, three months or six months) in each case plus a margin. The alternate base rate loans bear interest at a per annum rate equal to the greatest of (i) the base rate in effect on such date, (ii) the federal funds effective rate in effect on such day plus 0.50%, and (iii) daily one month SOFR plus 1.10%. The film financing facility borrowings that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus an applicable margin. The borrowing interest rate for the Union Film Financing Facility was 7.94% as of June 30, 2023. In addition to paying interest on outstanding principal under the Union Film Financing Facility, the Company is required to pay a commitment fee at 0.50% per annum to the lenders in respect of the unutilized commitments thereunder.

As of June 30, 2023, the expected aggregate maturities of debt for each of the next five years are as follows:



Remainder of 2023	$	15,644,433
2024		20,154,760
2025		136,764,049
2026		387,012
2027		357,579,221
Beyond		—
Total	$	530,529,475

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Reclassifications

Reclassifications

Certain amounts have been reclassified to conform to the current period’s presentation.

Cash and Cash Equivalents

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include restricted cash of $3.4 million at June 30, 2023 and $3.7 million at December 31, 2022. See Note 11 for additional information.

Property and Equipment

Property and Equipment


	Useful Life
Redbox kiosks and components		3 - 5 years
Computers and software		2 - 3 years
Leasehold improvements (shorter of life of asset or remaining lease term)		3 - 6 years
Office furniture and equipment		5 - 7 years
Vehicles		3 - 4 years

The value of the Company’s property and equipment as of June 30, 2023 and December 31, 2022 is included in Other assets, net on the Consolidated Balance Sheets and is as follows (in thousands):


	June 30,		December 31,
	2023		2022
Redbox kiosks and components	$	13,200,210	$	13,707,512
Computers and software		18,190,174		13,857,011
Leasehold improvements (shorter of life of asset or remaining lease term)		5,119,077		5,119,077
Office furniture and equipment		1,287,104		1,287,104
Vehicles		2,850,275		2,747,604
Property and equipment, at cost		40,646,840		36,718,308
Accumulated depreciation and amortization		(17,197,547)		(11,570,457)
Property and equipment, net	$	23,449,293	$	25,147,851

Internal-Use Software

Internal-Use Software

Assumed Redbox Warrant Liabilities

Assumed Redbox Warrant Liabilities

Asset Retirement Obligations

Asset Retirement Obligations

Promotional Codes and Gift Cards

Promotional Codes and Gift Cards

Loyalty Program

Loyalty Program

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (40,485,585)	$ (18,534,098)	$ (96,177,789)	$ (30,417,374)
Other comprehensive income (loss):
Foreign currency translation adjustments	(57,251)	(25,008)	(232,185)	(26,612)
Comprehensive loss attributable to noncontrolling interests	27,990	13,712	113,688	14,727
Comprehensive loss	$ (40,514,846)	$ (18,545,394)	$ (96,296,286)	$ (30,429,259)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Put Option Obligation (Details) - CSS AVOD Inc. - USD ($)		6 Months Ended
	May 21, 2021	Jun. 30, 2023	Feb. 28, 2023
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
Midcap Capital Fund, LLC
Business Acquisition [Line Items]
Percentage of shares of common stock		100.00%	5.00%
Cash consideration		$ 7,000,000
Consideration payable			$ 11,500,000
Put Option
Business Acquisition [Line Items]
Option Contract Indexed to Equity, Settlement, Cash, Amount		4,494,247
Put Option \| Parent
Business Acquisition [Line Items]
Option Contract Indexed to Equity, Settlement, Cash, Amount		4,400,000
Put Option \| Noncontrolling Interests
Business Acquisition [Line Items]
Option Contract Indexed to Equity, Settlement, Cash, Amount		$ 94,247

Segment Reporting and Geographic Information

6 Months Ended

Jun. 30, 2023

Segment and Geographic Information [Abstract]

Segment Reporting and Geographic Information

Note 17 – Segment Reporting and Geographic Information

The Company’s reportable segments have been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment and currently operates in the United States and internationally.

Net revenue generated in the United States accounted for approximately 99% and 82% of total net revenue for three months ended June 30, 2023 and 2022, respectively, and 74% and 84% of total net revenue for six months ended June 30, 2023 and 2022, respectively. All of the Company’s long-lived assets are 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.

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+ Details

Commitments and Contingencies - Narrative (Details) - USD ($)		6 Months Ended
	May 21, 2021	Jun. 30, 2023	Feb. 28, 2023	Dec. 31, 2022
Programming obligations		$ 58,228,000		$ 55,883,788
Contingent consideration		6,866,449		7,311,949
Content Acquisition, Licensing And Production
Content obligation		134,700,000		124,300,000
Library acquisition		30,200,000		39,800,000
Programming obligations		58,200,000		55,800,000
Minimum estimated content commitments		46,300,000		$ 28,700,000
Sonar Entertainment Inc.
Contingent consideration		$ 6,900,000
CSS AVOD Inc.
Cash consideration	$ 11,500,000
Percentage of shares of common stock	5.00%	5.00%
CSS AVOD Inc. \| Midcap Capital Fund, LLC
Cash consideration		$ 7,000,000
Consideration payable			$ 11,500,000
Percentage of shares of common stock		100.00%	5.00%

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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	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	2023
Amendment Flag	false
Class A Common Stock and Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		31,382,275
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		23,727,769
Trading Symbol	CSSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,654,506
Common Stock Purchase Warrant
Document Information [Line Items]
Title of 12(b) Security	Common Stock Purchase Warrant
Security Exchange Name	NASDAQ
Trading Symbol	CSSEL
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock
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
Document Information [Line Items]
Title of 12(b) Security	9.50% Notes Due 2025
Security Exchange Name	NASDAQ
Trading Symbol	CSSEN
Class Z Warrants
Document Information [Line Items]
Title of 12(g) Security	Class Z Warrants
Trading Symbol	CSSEZ

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounts Receivable	$ 1,872,302	$ 1,277,597
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	5,556,605	4,496,345
Preferred Stock, Shares Outstanding	5,556,605	4,496,345
Preferred Stock, Redemption Amount	$ 138,915,125	$ 112,408,625
Class A Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	140,000,000	140,000,000
Common Stock, Shares, Issued	26,003,931	15,621,562
Common Stock, Shares, Outstanding	23,581,089	13,198,720
Treasury Stock, Common, Shares	2,422,842	2,422,842
Class B Common Stock
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

Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, net


		Gross						Net
		Carrying		Accumulated				Carrying
		Amount		Amortization		Impairment		Amount
June 30, 2023:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	-	$	-
Crackle Plus brand value		18,807,004		11,082,700		-		7,724,304
Crackle Plus partner agreements		4,005,714		3,304,714		-		701,000
Distribution network		3,600,000		2,500,000		-		1,100,000
Locomotive contractual rights		1,206,870		685,622		-		521,248
1091 intangible assets		2,810,000		1,377,778		-		1,432,222
Redbox - Trade names and trademarks		82,700,000		4,824,167		-		77,875,833
Redbox - Technology		30,800,000		3,850,000		-		26,950,000
Redbox - Customer Relationships		177,700,000		12,276,250		-		165,423,750
Popcornflix brand value		7,163,943		366,394		3,500,000		3,297,549
Total definite lived intangibles		330,501,801		41,975,895		3,500,000		285,025,906
Chicken Soup for the Soul Brand		5,000,000		-		-		5,000,000
Total indefinite lived intangibles		5,000,000		-		-		5,000,000
Total	$	335,501,801	$	41,975,895	$	3,500,000	$	290,025,906

December 31, 2022:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		9,739,341		—		9,067,663
Crackle Plus partner agreements		4,005,714		2,904,143		—		1,101,571
Distribution network		3,600,000		1,900,000		—		1,700,000
Locomotive contractual rights		1,206,870		484,477		—		722,393
1091 intangible assets		2,810,000		861,111		—		1,948,889
Redbox - Trade names and trademarks		82,700,000		2,067,500		—		80,632,500
Redbox - Technology		30,800,000		1,650,000		—		29,150,000
Redbox - Customer Relationships		177,700,000		5,261,250		—		172,438,750
Popcornflix brand value		7,163,943		—		3,500,000		3,663,943
Total definite lived intangibles		330,501,801		26,576,092		3,500,000		300,425,709
Chicken Soup for the Soul Brand		5,000,000		—		—		5,000,000
Total indefinite lived intangibles		5,000,000		—		—		5,000,000
Total	$	335,501,801	$	26,576,092	$	3,500,000	$	305,425,709

Schedule of future amortization expense


Remainder of 2023	$	15,399,802
2024		29,275,033
2025		27,124,226
2026		24,716,973
2027		23,709,455
Beyond		164,800,417
Total	$	285,025,906

Schedule of goodwill


	June 30, 2023
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	18,911,027	$	26,552,214	$	215,284,816
Adjustments		—		—		574,717
Total	$	18,911,027	$	26,552,214	$	215,859,533


	December 31, 2022
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	18,911,027	$	21,075,503	$	—
Acquisitions		—		5,476,711		215,284,816
Total	$	18,911,027	$	26,552,214	$	215,284,816

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Stockholders' Equity - Warrants (Details)	6 Months Ended
Stockholders' Equity - Warrants (Details)	Jun. 30, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	6,027,719
Class of Warrants or Rights Expired	(526,362)
Class of Warrant or Right, Outstanding	5,501,357
Weighted Average Exercise Price \| $ / shares	$ 32.75
Class of Warrant or Right, Weighted Average Remaining Contact Term	1 year 5 months 26 days
Class W
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	526,362
Class of Warrants or Rights Expired	(526,362)
Class Z
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	123,109
Class of Warrant or Right, Outstanding	123,109
Weighted Average Exercise Price \| $ / shares	$ 12.00
Class of Warrant or Right, Weighted Average Remaining Contact Term	1 year
CSSE Class I
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	800,000
Class of Warrant or Right, Outstanding	800,000
Weighted Average Exercise Price \| $ / shares	$ 8.13
Class of Warrant or Right, Weighted Average Remaining Contact Term	10 months 13 days
CSSE Class II
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
Weighted Average Exercise Price \| $ / shares	$ 9.67
Class of Warrant or Right, Weighted Average Remaining Contact Term	10 months 13 days
CSSE Class III A
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	380,000
Class of Warrant or Right, Outstanding	380,000
Weighted Average Exercise Price \| $ / shares	$ 11.61
Class of Warrant or Right, Weighted Average Remaining Contact Term	10 months 13 days
CSSE Class III B
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
Weighted Average Exercise Price \| $ / shares	$ 11.61
Class of Warrant or Right, Weighted Average Remaining Contact Term	10 months 13 days
Redbox Public (CSSEL)
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	1,039,183
Class of Warrant or Right, Outstanding	1,039,183
Weighted Average Exercise Price \| $ / shares	$ 132.18
Class of Warrant or Right, Weighted Average Remaining Contact Term	3 years 3 months 25 days
Redbox Private
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	339,065
Class of Warrant or Right, Outstanding	339,065
Weighted Average Exercise Price \| $ / shares	$ 132.18
Class of Warrant or Right, Weighted Average Remaining Contact Term	3 years 3 months 25 days
Public Warrant
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	11,944,627
Private Warrant
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	3,897,303

Business Combination - Standalone financial performance (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net revenue	$ 49,467,162	$ 4,843,063	$ 104,361,561	$ 6,255,235
Net income (loss)	(23,904,033)	(268,973)	(49,784,803)	(221,659)
Redbox Entertainment Inc.
Net revenue	42,943,214		86,267,798
Net income (loss)	(25,023,177)		(53,218,360)
1091 Media, LLC
Net revenue	6,523,948	4,843,063	18,093,763	6,255,235
Net income (loss)	$ 1,119,144	$ (268,973)	$ 3,433,557	$ (221,659)

Share-Based Compensation - Weighted average assumptions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Valuation assumptions:
Expected equity volatility		68.30%
Expected term (years)		5 years
Risk-free interest rate		2.62%
Exercise price per stock option		$ 8.83
Market price per share		8.83
Weighted average fair value per stock option		$ 4.95
Number of Stock Options, Options granted	0

Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

Note 9 – Intangible Assets and Goodwill

Intangible assets, net, consists of the following:


		Gross						Net
		Carrying		Accumulated				Carrying
		Amount		Amortization		Impairment		Amount
June 30, 2023:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	-	$	-
Crackle Plus brand value		18,807,004		11,082,700		-		7,724,304
Crackle Plus partner agreements		4,005,714		3,304,714		-		701,000
Distribution network		3,600,000		2,500,000		-		1,100,000
Locomotive contractual rights		1,206,870		685,622		-		521,248
1091 intangible assets		2,810,000		1,377,778		-		1,432,222
Redbox - Trade names and trademarks		82,700,000		4,824,167		-		77,875,833
Redbox - Technology		30,800,000		3,850,000		-		26,950,000
Redbox - Customer Relationships		177,700,000		12,276,250		-		165,423,750
Popcornflix brand value		7,163,943		366,394		3,500,000		3,297,549
Total definite lived intangibles		330,501,801		41,975,895		3,500,000		285,025,906
Chicken Soup for the Soul Brand		5,000,000		-		-		5,000,000
Total indefinite lived intangibles		5,000,000		-		-		5,000,000
Total	$	335,501,801	$	41,975,895	$	3,500,000	$	290,025,906

December 31, 2022:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		9,739,341		—		9,067,663
Crackle Plus partner agreements		4,005,714		2,904,143		—		1,101,571
Distribution network		3,600,000		1,900,000		—		1,700,000
Locomotive contractual rights		1,206,870		484,477		—		722,393
1091 intangible assets		2,810,000		861,111		—		1,948,889
Redbox - Trade names and trademarks		82,700,000		2,067,500		—		80,632,500
Redbox - Technology		30,800,000		1,650,000		—		29,150,000
Redbox - Customer Relationships		177,700,000		5,261,250		—		172,438,750
Popcornflix brand value		7,163,943		—		3,500,000		3,663,943
Total definite lived intangibles		330,501,801		26,576,092		3,500,000		300,425,709
Chicken Soup for the Soul Brand		5,000,000		—		—		5,000,000
Total indefinite lived intangibles		5,000,000		—		—		5,000,000
Total	$	335,501,801	$	26,576,092	$	3,500,000	$	305,425,709

Amortization expense was $7.8 million and $1.7 million for the three months ended June 30, 2023 and 2022, respectively, and $15.4 million and 3.2 million for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023 amortization expense for the next five years is expected be:


Remainder of 2023	$	15,399,802
2024		29,275,033
2025		27,124,226
2026		24,716,973
2027		23,709,455
Beyond		164,800,417
Total	$	285,025,906

Total goodwill on our Condensed Consolidated Balance Sheets was $261.3 million and $260.7 million as of June 30, 2023 and December 31, 2022, respectively, and is comprised of the following:


	June 30, 2023
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	18,911,027	$	26,552,214	$	215,284,816
Adjustments		—		—		574,717
Total	$	18,911,027	$	26,552,214	$	215,859,533


	December 31, 2022
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	18,911,027	$	21,075,503	$	—
Acquisitions		—		5,476,711		215,284,816
Total	$	18,911,027	$	26,552,214	$	215,284,816

The Company is still assessing the goodwill allocation associated with its acquisition of Redbox between its reporting units. There was no impairment recorded related to goodwill and intangible assets in the six months ended June 30, 2023 and 2022, respectively.