0001558370-24-008492 | 10-Q | XBRL Viewer | Chicken Soup FOR THE Soul Entertainment INC

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Description of the Business - Business Update, Going Concern and Strategic Alternatives (Details) - USD ($)		3 Months Ended
	Mar. 25, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 31, 2022	Jul. 17, 2020
Business Acquisition, Contingent Consideration [Line Items]
Net Cash Provided by (Used in) Operating Activities		$ (502,728)	$ (16,067,197)
Net loss available to common stockholders		(52,902,178)	$ (58,577,133)
Retained Earnings (Accumulated Deficit)		$ (937,206,008)		$ (884,303,830)
Interest rate		9.50%
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock
Business Acquisition, Contingent Consideration [Line Items]
Preferred Stock, Dividend Rate, Percentage		9.75%
9.50% Notes Due 2025
Business Acquisition, Contingent Consideration [Line Items]
Preferred Stock, Dividend Rate, Percentage	9.75%
Interest rate	9.50%	9.50%				9.50%
Redbox Entertainment Inc.
Business Acquisition, Contingent Consideration [Line Items]
Debt acquired					$ 359,900,000

Intangible Assets and Goodwill - Finite-lived (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Gross Carrying Amount	$ 330,501,801	$ 330,501,801
Accumulated Amortization	53,890,100	52,156,285
Impairment of definite intangible assets	242,407,870	242,407,870
Impairment of Indefinite intangible asset	5,000,000	5,000,000
Impairment of Intangible Assets	247,407,870	247,407,870
Net Carrying Amount	34,203,831	35,937,646
Gross carrying amount, indefinite lived intangible assets	5,000,000
Indefinite lived intangible assets		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	34,203,831	35,937,646
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	12,157,467	12,157,467
Impairment of definite intangible assets	6,649,537	6,649,537
Crackle Plus partner agreements
Gross Carrying Amount	4,005,714	4,005,714
Accumulated Amortization	3,705,285	3,705,285
Impairment of definite intangible assets	300,429	300,429
Distribution network
Gross Carrying Amount	3,600,000	3,600,000
Accumulated Amortization	3,400,000	3,100,000
Net Carrying Amount	200,000	500,000
Locomotive contractual rights
Gross Carrying Amount	1,206,870	1,206,870
Accumulated Amortization	987,339	886,767
Net Carrying Amount	219,531	320,103
1091 intangible asset
Gross Carrying Amount	2,810,000	2,810,000
Accumulated Amortization	2,128,611	1,894,444
Net Carrying Amount	681,389	915,556
Trade names and trademarks
Gross Carrying Amount	82,700,000	82,700,000
Accumulated Amortization	7,053,979	6,628,240
Impairment of definite intangible assets	52,798,000	52,798,000
Net Carrying Amount	22,848,021	23,273,760
Technology
Gross Carrying Amount	30,800,000	30,800,000
Accumulated Amortization	5,685,211	5,317,606
Impairment of definite intangible assets	17,150,000	17,150,000
Net Carrying Amount	7,964,789	8,332,394
Customer Relationships
Gross Carrying Amount	177,700,000	177,700,000
Accumulated Amortization	16,267,083	16,025,417
Impairment of definite intangible assets	160,103,750	160,103,750
Net Carrying Amount	1,329,167	1,570,833
Popcornflix brand value
Gross Carrying Amount	7,163,943	7,163,943
Accumulated Amortization	796,855	732,789
Impairment of definite intangible assets	5,406,154	5,406,154
Net Carrying Amount	960,934	1,025,000
Chicken Soup for the Soul Brand
Impairment of Indefinite intangible asset	5,000,000
Gross carrying amount, indefinite lived intangible assets	$ 5,000,000
Indefinite lived intangible assets		$ 5,000,000

Intangible Assets and Goodwill (Tables)

3 Months Ended

Mar. 31, 2024

Intangible Assets and Goodwill

Schedule of intangible assets, net


		Gross						Net
		Carrying		Accumulated				Carrying
		Amount		Amortization		Impairment		Amount
March 31, 2024:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		12,157,467		6,649,537		—
Crackle Plus partner agreements		4,005,714		3,705,285		300,429		—
Distribution network		3,600,000		3,400,000		—		200,000
Locomotive contractual rights		1,206,870		987,339		—		219,531
1091 intangible assets		2,810,000		2,128,611		—		681,389
Redbox - Trade names and trademarks		82,700,000		7,053,979		52,798,000		22,848,021
Redbox - Technology		30,800,000		5,685,211		17,150,000		7,964,789
Redbox - Customer Relationships		177,700,000		16,267,083		160,103,750		1,329,167
Popcornflix brand value		7,163,943		796,855		5,406,154		960,934
Total definite lived intangibles		330,501,801		53,890,100		242,407,870		34,203,831
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	$	53,890,100	$	247,407,870	$	34,203,831

December 31, 2023:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		12,157,467		6,649,537		—
Crackle Plus partner agreements		4,005,714		3,705,285		300,429		—
Distribution network		3,600,000		3,100,000		—		500,000
Locomotive contractual rights		1,206,870		886,767		—		320,103
1091 intangible assets		2,810,000		1,894,444		—		915,556
Redbox - Trade names and trademarks		82,700,000		6,628,240		52,798,000		23,273,760
Redbox - Technology		30,800,000		5,317,606		17,150,000		8,332,394
Redbox - Customer Relationships		177,700,000		16,025,417		160,103,750		1,570,833
Popcornflix brand value		7,163,943		732,789		5,406,154		1,025,000
Total definite lived intangibles		330,501,801		52,156,285		242,407,870		35,937,646
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	$	52,156,285	$	247,407,870	$	35,937,646

Schedule of future amortization expense


2024	$	4,274,252
2025		4,157,686
2026		3,429,631
2027		3,429,631
2028		3,173,381
Beyond		15,739,250
Total	$	34,203,831

Schedule of goodwill


	March 31, 2024
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	93,941,845	$	26,552,214	$	—
Adjustments		—		—		—
Accumulated impairment losses		—		—		—
Total	$	93,941,845	$	26,552,214	$	—


	December 31, 2023
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	155,069,845	$	26,552,214	$	79,125,998
Adjustments		—		-		(3,352,082)
Accumulated impairment losses		(61,128,000)		—		(75,773,916)
Total	$	93,941,845	$	26,552,214	$	—

- Definition

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

+ References

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+ Details

Content Assets, net (Details) - USD ($)	3 Months Ended		12 Months Ended
Content Assets, net (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Content Assets, net [Abstract]
Programming costs released	$ 34,311,305		$ 34,311,305
In development	8,089,560		8,089,560
Less: accumulated amortization	(41,636,891)		(41,630,180)
Programming costs, net	763,974		770,685
Film library acquisition costs	242,188,893		242,143,403
Less: accumulated amortization	(183,109,552)		(181,745,110)
Film library costs, net	59,079,341		60,398,293
Programming rights	64,270,817		63,001,943
Less: accumulated amortization	(54,820,721)		(52,556,827)
Programming rights, net	9,450,096		10,445,116
Content assets, net	69,293,411		71,614,094
Television Programming Costs Impairment, Original Productions	10,352,207		10,352,207
Television Programming Costs Impairment, Acquired Film Library	30,274,236		30,274,236
Licensed Programming Rights	0		$ 0
Content asset impairment	$ 0	$ 0

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings (Loss) Per Share

Schedule of components of basic and diluted loss per share


	Three Months Ended March 31,
	2024		2023
Net loss available to common stockholders	$	(52,902,178)	$	(58,577,133)

Basic weighted-average common shares outstanding		32,388,203		21,249,105
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		32,388,203		21,249,105

Basic and diluted loss per share	$	(1.63)	$	(2.76)

Anti-dilutive stock options and warrants		—		59,785

Description of the Business

3 Months Ended

Mar. 31, 2024

Description of the Business

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 nearly 130 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 over 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 27,000 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 over nearly 130 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.

Substantial Doubt Exists Regarding Our Ability To Continue As A Going Concern

The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. During the three months ended March 31, 2024, the Company generated negative cash flows from operations of $(0.5) million, a net loss available to common stockholders of $(52.9) million and has an accumulated deficit of $(937.2) million. Our consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

CSSE’s merger with Redbox occurred in August 2022. The merger included the assumption of $359.9 million of debt. The ability to service this debt and operate our combined business operations was predicated on a partial return to pre-COVID levels in the number and cadence of theatrical releases that were available to the company for its kiosk network, cost synergies between the companies, and the ability to consummate certain accounts receivable financing. The corresponding rebound in demand for physical kiosk rentals was expected to return to approximately a third of 2019 levels, along with expected synergies from the acquisition, and accounts receivable financing, which would generate sufficient cash flows to cover the cash needs of the combined businesses.

Several factors negatively affected the planned integration of Redbox’s operations into our company, including a) longer than anticipated period of unavailability of sufficient new titles as a result of the on-going impacts of COVID and industries strikes, b) undisclosed preacquisition issues within Redbox, and c) disputes that arose with our lender as described in our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023.

As the flow of theatrical releases began to increase following Covid, we believe that our inability to secure accounts receivable financing for the reasons describe in our most recent 10-Q hampered our ability to pay for and secure new content, which began to strain relationships with the Company’s creditors, including content providers. As a result, the Company was unable to pay for all the movies that were offered to it by its providers, and as a result operating results

failed to meet management’s expectations, particularly in Redbox’s kiosk rentals, resulting in insufficient cash flows and a significant working capital deficit hampering our ability to operate the business efficiently.

In order to partially replace this working capital shortfall, the Company factored its short-dated receivables but was unable to factor its long-term receivables, which prevented us from making up the short-fall. Also, the Company launched initiatives to improve its efficiency and reduce its cost structure, including, but not limited to: (i) optimizing its kiosk network, (ii) evaluating and implementing workforce reductions across its supply chain and corporate teams and (iii) maximizing cost synergies across the combined businesses.

The combination of these factors has resulted in asserted defaults and/or contractual terminations with critical content and service providers, impacting our ability to procure and monetize content efficiently across our distribution platforms. Due to the ongoing impact of the above factors on our current and future results of operations, cash flows and financial condition, there is substantial doubt as to the ability of the Company to continue as a going concern. As a result of the Company’s diminished capital position, the Company has received an increasing number of termination and/or non-renewal notices from content suppliers and other service providers, including receiving default notices under certain of its leases and certain of its lenders. These financing partners have the ability to evict us from facilities, repossess vehicles or call their debt, but none have done so to date.

In April 2024, we put in place the framework to allow us to execute the first phase of our broader turnaround plan by amending our credit agreement with HPS, as more fully described in Note 17 Subsequent Events. Phase 1 of our plan includes completing the first series of strategic financings by raising $175 million of working capital through a (a) $50 million sublicense and a (b) $125 million agreement with a third party comprised of a $65 million line of credit and a $60 million equipment lease to Redbox secured by assets owned by Redbox. We have begun working on Phase 2 of our plan and are cautiously optimistic based on the indications of interest to date, that we can complete our plan in the required time frame. While we believe that, if we are able to consummate the series of strategic financing transactions that we believe are available to us in the near term, we will be able to settle material litigations, defend those for which we have a defense, and promptly reinstitute key relationships, including with our key content producers and suppliers, we ultimately may not be able to consummate all such financing transactions in a manner that harms our business and financial performance. If we are unable to consummate these strategic financing transactions in the near term, we likely will be required to seek relief and protections under United States federal bankruptcy laws.

On March 25, 2024, the Company received a staff determination from The Nasdaq Stock Market (“Nasdaq”) to delist the Company’s securities from the Nasdaq Capital Market (the “Staff Determination”). As disclosed previously, the Company received three separate notices from Nasdaq advising the Company that it is not in compliance with certain Nasdaq listing requirements. The notices include the failure of our Class A common stock to trade at or above the Nasdaq required minimum $1 threshold for 30 consecutive days, maintain a public float above $5 million on its Class A common stock (CSSE) and maintain equity of $10 million. The Company appealed the Staff Determination on April 1, 2024 and has a hearing on May 21, 2024. The hearing request stays the delisting of the Company’s securities pending the appeal and the Company’s securities will continue to be listed on the Nasdaq Capital Market until a decision is made. In the meantime, the Company is considering various strategic options to remedy its noncompliance with Nasdaq Listing Rules described above. If the Company is not be able to cure and meet the listing requirements with Nasdaq its Class A common stock (CSSE), 9.75% Series A Cumulative Redeemable Preferred Perpetual Stock (CSSEP), Common Stock Purchase Warrant (CSSEL) and 9.50% Notes due 2025 (CSSEN) may cease to be publicly traded on the Nasdaq Global Market. In such event, the Company intends to list such securities on another Nasdaq market, although there can be no assurance the Company will meet the criteria of any other market or will be able to secure listing thereon.

As described in this Quarterly Report on Form 10-Q, we are cautiously optimistic that (1) we will be able to complete Phase 1 of our turnaround plan, (2) that the mutual claims between our Company and our lender will be resolved satisfactorily and (3) such resolution, if resolved, will improve our Company’s capital position, including through a reduction in our indebtedness.

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue Recognition
Restricted cash	$ 4,600,000		$ 3,300,000
Asset retirement obligation	$ 14,300,000
Holdback period for invoice amount of factoring arrangement	180 days
Amount of receivables sold	$ 18,200,000
Proceeds from sale of receivables	17,300,000
Discount fees incurred on sale of receivables	900,000
Depreciation and Amortization Expense, Fixed Assets	$ 2,154,718	$ 3,566,808

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

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, 2023 filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024. 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, 2023. 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, impairment of intangible assets and goodwill, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for net deferred tax assets 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, 2023.

Reclassifications

Certain amounts have been reclassified to conform to the current period’s presentation. The reclassifications have no effect on the reported net loss.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include restricted cash of $4.6 million and $3.3 million at March 31, 2024 and December 31, 2023, respectively. See Note 11 for additional information.

Sale of Receivables

During the third quarter of 2023, the Company began factoring its accounts receivable on a nonrecourse basis with various finance partners. These agreements contain customary representations and warranties, with certain agreements providing for a specific percentage holdback on an invoice until the earlier of collection by the transferee or 180 days, as well as obligating the Company to provide support to the transferee’s collection efforts in the event of nonpayment by our customer. As the Company does not maintain effective control over the transferred receivables, these transfers are derecognized from our Consolidated Balance Sheet. During the three months ended March 31, 2024, the Company sold $18.2 million of receivables, received $17.3 million of cash and incurred discount fees of $0.9 million. Transactions not qualifying for sale treatment are accounted for as a cash advance. The amount receivable from or payable to our factoring partners at March 31, 2024 is negligible and our collection support efforts have been de minimis, therefore, no servicing asset or liability is provided for.

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 March 31, 2024 and December 31, 2023 is included in Other assets, net on the Consolidated Balance Sheets and is as follows:


	March 31,		December 31,
	2024		2023
Redbox kiosks and components	$	14,760,206	$	14,926,015
Computers and software		19,267,808		18,535,824
Leasehold improvements (shorter of life of asset or remaining lease term)		5,127,377		5,127,377
Office furniture and equipment		1,306,881		1,306,881
Vehicles		4,959,034		3,794,296
Property and equipment, at cost		45,421,306		43,690,393
Accumulated depreciation and amortization		(22,116,582)		(19,980,292)
Property and equipment, net	$	23,304,724	$	23,710,101

During the three months ended March 31, 2024 and 2023, the Company recorded depreciation and amortization expense of $2,154,718 and $3,566,808 respectively.

Asset Retirement Obligations

The asset retirement obligation (“ARO”) represents the estimated amounts the Company is obligated to pay to return the space a Redbox kiosk occupies to its original condition upon removal of the 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 $14.3 million of ARO liabilities are included in Other liabilities on the Consolidated Balance Sheets.

Debt - Narrative (Details) - USD ($)						3 Months Ended
Debt - Narrative (Details) - USD ($)	Aug. 11, 2022	May 05, 2022	Apr. 20, 2022	Dec. 29, 2020	Jul. 17, 2020	Mar. 31, 2024	Mar. 25, 2024	Dec. 31, 2023	May 15, 2022	Jan. 31, 2022	Dec. 22, 2020	Aug. 27, 2020	Aug. 05, 2020
Interest rate						9.50%
Outstanding debt						$ 576,821,689		$ 562,391,661
Outstanding balance						$ 561,851,006		546,205,200
HPS Credit Agreement
Debt instrument interest payment term						18 months
Line of credit	$ 357,500,000
Outstanding debt						$ 493,100,000
PIK interests						87,300,000
Additional amount of PIK interest						16,100,000
Revolving credit facility \| HPS Credit Agreement
Additional borrowing capacity	$ 80,000,000
Unused line fee percentage	3.625%
Debt instrument term	30 months
Line of credit	$ 31,700,000
Maximum borrowing capacity	80,000,000
Proceeds from revolving credit facility	25,900,000
Additional proceeds from line of credit	$ 22,300,000
Outstanding debt						$ 97,300,000
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
Term of collateral pledged						1 year
Percentage of cash collateral for letters of credit						105.00%
Average balance						$ 2,900,000
Standby Letters of Credit \| HPS Credit Agreement \| Asset Pledged as Collateral
Average balance						2,900,000		2,900,000
MUFG Bank, LTD Film Financing Facility
Additional borrowing capacity						0
Debt instrument term				4 years
Line of credit						5,800,000		5,900,000
Outstanding debt						$ 5,819,470		5,969,896
Line of credit current borrowing capacity				$ 20,000,000
Line of credit facility reduced amount									$ 10,600,000
Line of credit interest rate at period						8.19%
Commitment fee on term loan				$ 0.50
MUFG Bank, LTD Film Financing Facility \| Scenario One
Debt instrument term				1 month
MUFG Bank, LTD Film Financing Facility \| Scenario Two
Debt instrument term				3 months
MUFG Bank, LTD Film Financing Facility \| Scenario Three
Debt instrument term				9 months
MUFG Bank, LTD Film Financing Facility \| SOFR
Margin on base rate				1.10%
MUFG Bank, LTD Film Financing Facility \| Fed Funds Effective Rate Overnight Index Swap Rate
Margin on base rate				0.50%
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
Interest rate					9.50%	9.50%	9.50%
Outstanding debt						$ 44,855,900		44,855,900
Percentage of cash collateral for letters of credit			9.50%
Original principal amount		$ 1,560,000	$ 10,400,000		$ 21,000,000								$ 1,100,000
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
Stated principal per note		$ 25.00
Discounted percentage		2.00%
Offering price per note		$ 24.85
9.50% Notes Due 2025 (December Notes)
Interest rate											9.50%
Original principal amount				$ 1,408,150							$ 9,387,750
Stated principal per note				$ 25.00
Discounted percentage				2.00%
Offering price per note				$ 24.50
Film Acquisition Advance
Interest rate												10.00%
Outstanding debt						27,280,211		29,105,770
Original principal amount												$ 10,200,000
Long-term debt term												2 years
Outstanding balance						$ 6,400,000		6,400,000
Percentage of interest accruing						15.00%
Film Acquisition Advance \| Media Entertainment Partners
Interest rate										12.00%
Original principal amount										$ 33,100,000
Long-term debt term										30 months
Outstanding balance						$ 20,900,000		$ 22,700,000
Period for reacquiring film rights						6 years
Commercial Loan
Repayments of commercial loan					$ 13,333,333
Term Loan \| HPS Credit Agreement
Debt instrument term	5 years
Line of credit	$ 325,800,000
Outstanding debt						$ 395,800,000

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

3 Months Ended

Mar. 31, 2024

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


	March 31,		December 31,
	2024		2023
Redbox kiosks and components	$	14,760,206	$	14,926,015
Computers and software		19,267,808		18,535,824
Leasehold improvements (shorter of life of asset or remaining lease term)		5,127,377		5,127,377
Office furniture and equipment		1,306,881		1,306,881
Vehicles		4,959,034		3,794,296
Property and equipment, at cost		45,421,306		43,690,393
Accumulated depreciation and amortization		(22,116,582)		(19,980,292)
Property and equipment, net	$	23,304,724	$	23,710,101

Earnings (Loss) Per Share (Details) - USD ($)	3 Months Ended
Earnings (Loss) Per Share (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Net loss available to common stockholders	$ (52,902,178)	$ (58,577,133)
Basic weighted-average common shares outstanding	32,388,203	21,249,105
Weighted-average diluted common shares outstanding	32,388,203	21,249,105
Basic loss per share	$ (1.63)	$ (2.76)
Diluted loss per share	$ (1.63)	$ (2.76)
Stock Options And Warrants [Member]
Anti-dilutive stock options or warrants		59,785

- 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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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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- Definition

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

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+ Details

Share-Based Compensation - Narrative (Details) - USD ($)			3 Months Ended		12 Months Ended
	Jun. 30, 2022	Jan. 01, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
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			$ 1,235,746
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					$ 154,814	$ 1,080,932
Straight-line [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized			231,121	$ 850,821
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized			$ 63,750	$ 63,750

Income Taxes - Narrative (Details)	3 Months Ended
Income Taxes - Narrative (Details)	Mar. 31, 2024	Mar. 31, 2023
Income Taxes
Effective income tax rate	0.10%	2.30%
Federal statutory rate of 21%	21.00%

Commitments and Contingencies - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Programming obligations	$ 67,444,821	$ 67,573,966
Contingent consideration	5,050,452	5,245,384
BBC v. Screen Media and CSSE
Loss contingency, damages sought, value	9,000,000
Loss contingency accrual	7,400,000
SPHE Scan Based Trading v. CSSE, Redbox and Crackle Plus
Loss contingency, estimate of possible loss	$ 23,800,000
SPHE Scan Based Trading v. CSSE, Redbox and Crackle Plus \| Maximum
Loss contingency, damages sought	$30
Universal City Studios v. Redbox, Superior Court of Los Angeles County \| Maximum
Loss contingency, damages sought, value	$ 16,800,000
Content Acquisition, Licensing And Production
Content obligation	162,500,000	161,900,000
Library acquisition	47,700,000	46,000,000.0
Programming obligations	67,500,000	67,600,000
Minimum estimated content commitments	47,300,000	$ 48,300,000
Sonar Entertainment Inc.
Contingent consideration	$ 5,100,000

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Compensation

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 March 31, 2024 and 2023, the Company recognized $231,121 and $850,821, 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 March 31, 2024 is as follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2023	1,292,546	$	14.41	2.10	$	—
Granted	—		—	—		—
Forfeited	(38,834)		17.80	1.92		—
Exercised	—		—	—		—
Expired	(270,000)		8.10	—		—
Outstanding at March 31, 2024	983,712	$	16.01	2.40	$	—

Vested and exercisable at December 31, 2023	938,292	$	14.18	1.77	$	—
Vested and exercisable at March 31, 2024	713,794	$	16.92	2.21	$	—

As of March 31, 2024 the Company had unrecognized pre-tax compensation expense of $1,235,746 related to non-vested stock options under the Plan of which $1,080,932, and $154,814 will be recognized in 2024 and 2025, respectively.

There were no stock options granted for the three months ended March 31, 2024 and 2023 respectively.

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 March 31, 2024 and 2023, the Company recognized in selling, general and administrative expense, non-cash share-based compensation expense relating to common stock grants of $63,750.

Segment and Geographic Information (Details) - segment	3 Months Ended	12 Months Ended
Segment and Geographic Information (Details) - segment	Mar. 31, 2024	Dec. 31, 2023
Number of reportable segments	1
Sales Revenue, Net [Member] \| UNITED STATES \| Customer Concentration Risk
Concentration risk percentage	95.00%	55.00%

Leases - Balance sheet (Details) - USD ($)	3 Months Ended	12 Months Ended
Leases - Balance sheet (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Right-of-Use Assets
Operating lease right-of-use assets	$ 10,011,506	$ 10,721,375
Lease Liabilities:
Operating lease liabilities	12,578,201	13,570,976
Finance Lease cost
Amortization of right-of-use assets	506,427	1,743,370
Interest of lease liabilities	79,632	172,888
Total finance lease cost	$ 586,059	$ 1,916,258
Operating leases, weighted average remaining lease term (in years)	4 years 10 months 24 days	5 years
Operating leases, weighted average discount rate (as percentage)	12.00%	12.00%
Finance Leases, weighted average remaining lease term (in years)	2 years 7 months 6 days	2 years 7 months 6 days
Finance Leases, weighted average discount rate (as percentage)	6.00%	6.00%

Debt - Schedule (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Total gross debt	$ 576,821,689	$ 562,391,661
Less: debt issuance costs and discounts	(14,970,683)	(16,186,461)
Total debt, net	561,851,006	546,205,200
Less: current portion	(130,957,993)	(34,588,027)
Total long-term debt, net	430,893,013	511,617,173
HPS term
Total gross debt	395,809,587	382,911,682
HPS revolving loan
Total gross debt	97,290,457	94,070,501
MUFG Union Bank film financing facility
Total gross debt	5,819,470	5,969,896
Notes due 2025
Total gross debt	44,855,900	44,855,900
Film acquisition advance
Other debt	5,766,064	5,477,912
Total gross debt	27,280,211	29,105,770
Total debt, net	$ 6,400,000	$ 6,400,000

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases
Rent expenses		$ 1.8
Cash paid for operating lease	$ 0.5
Operating lease expense	$ 1.1	$ 1.2

Revenue Recognition - Contract assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Accounts receivable, net	$ 2,830,831	$ 10,948,965
Contract assets (included in accounts receivable)	135,325,585	131,139,260
Total accounts receivable, net	138,156,416	142,088,225
Deferred revenue (included in accrued expenses)	23,718,474	18,588,944
Revenue recognized from beginning balance within reporting period	$ 2,101,785	$ 4,453,586

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases

Schedule of amounts recorded in condensed consolidated balance sheet


		March 31,		December 31,
		2024		2023
Right-of-Use Assets
Operating lease right-of-use assets	$	10,011,506	$	10,721,375

Lease Liabilities:
Operating lease liabilities	$	12,578,201	$	13,570,976

Finance Lease cost
Amortization of right-of-use assets	$	506,427	$	1,743,370
Interest of lease liabilities		79,632		172,888
Total finance lease cost	$	586,059	$	1,916,258

		March 31,		December 31,
		2024		2023
Operating leases
Weighted average remaining lease term		4.9 years		5.0 years
Weighted average discount rate		12%		12%
Finance Leases
Weighted average remaining lease term		2.6 years		2.6 years
Weighted average discount rate		6%		6%

Schedule of expected future payments relating to our operating lease liabilities


	Operating		Financing
Remainder of 2024	$	7,332,251	$	1,660,122
2025		2,415,894		1,970,200
2026		2,104,048		1,622,365
2027		1,643,022		564,814
2028		1,495,221		—
Thereafter		3,735,105		—
Total minimum payments		18,725,541		5,817,501
Less amounts representing interest		6,147,340		604,316
Present value of minimum payments	$	12,578,201	$	5,213,185

Schedule of expected future payments relating to our finance lease liabilities


	Operating		Financing
Remainder of 2024	$	7,332,251	$	1,660,122
2025		2,415,894		1,970,200
2026		2,104,048		1,622,365
2027		1,643,022		564,814
2028		1,495,221		—
Thereafter		3,735,105		—
Total minimum payments		18,725,541		5,817,501
Less amounts representing interest		6,147,340		604,316
Present value of minimum payments	$	12,578,201	$	5,213,185

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Note 7 – Earnings (Loss) Per Share

Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. A net loss available to common stockholders causes all potentially dilutive securities to be anti-dilutive and are not included.

Basic and diluted loss per share is computed as follows:


	Three Months Ended March 31,
	2024		2023
Net loss available to common stockholders	$	(52,902,178)	$	(58,577,133)

Basic weighted-average common shares outstanding		32,388,203		21,249,105
Dilutive effect of options and warrants		—		—
Weighted-average diluted common shares outstanding		32,388,203		21,249,105

Basic and diluted loss per share	$	(1.63)	$	(2.76)

Anti-dilutive stock options and warrants		—		59,785

Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)	Class A Common Stock Common Stock Lincoln Park	Class A Common Stock Common Stock	Class A Common Stock Lincoln Park	Class B Common Stock Common Stock	Preferred Stock	Additional Paid-in Capital Lincoln Park	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock	Accumulated Other Comprehensive Income	Subsidiary Convertible Preferred Stock	Noncontrolling Interests	Lincoln Park	Total
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 for management fees		$ 113					3,449,887							3,450,000
Stock issued for management fees (in shares)		1,131,148
Dividends on preferred stock								(3,012,591)						(3,012,591)
Net loss attributable to noncontrolling interests												(127,662)		(127,662)
Other comprehensive loss, net											(174,934)			(174,934)
Comprehensive loss attributable to noncontrolling interests											85,698	(85,698)		(85,698)
Net Income (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
Balance at Dec. 31, 2023		$ 2,705		$ 766	$ 689		409,150,852	(884,303,830)	(28,165,913)	$ (91,657)		(155,497)		(503,561,885)
Balance (in shares) at Dec. 31, 2023		27,166,739		7,654,506	6,897,048
Share based compensation - stock options							231,121							231,121
Share based compensation - common stock							63,750							63,750
Issuance of common stock, net (in shares)			0
Stock issued for management fees		$ 7					215,815							215,822
Stock issued for management fees (in shares)		70,761
Dividends on preferred stock								(4,202,371)						(4,202,371)
Other comprehensive loss, net										62,931		(35,782)		27,149
Comprehensive loss attributable to noncontrolling interests										31,030		(31,030)		31,030
Net Income (Loss)								(48,699,807)						(48,699,807)
Balance at Mar. 31, 2024		$ 2,712		$ 766	$ 689		$ 409,661,538	$ (937,206,008)	$ (28,165,913)	$ (59,756)		$ (160,249)		$ (555,926,221)
Balance (in shares) at Mar. 31, 2024		27,237,500		7,654,506	6,897,048

Leases - Future payments of operating and finance lease liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Operating
Remainder of 2024	$ 7,332,251
2025	2,415,894
2026	2,104,048
2027	1,643,022
2028	1,495,221
Thereafter	3,735,105
Total minimum payments	18,725,541
Less amounts representing interest	6,147,340
Present value of minimum payments	12,578,201	$ 13,570,976
Financing
Remainder of 2024	1,660,122
2025	1,970,200
2026	1,622,365
2027	564,814
Total minimum payments	5,817,501
Less amounts representing interest	604,316
Present value of minimum payments	$ 5,213,185
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities.

Content Assets, net

3 Months Ended

Mar. 31, 2024

Content Assets, net [Abstract]

Content Assets, net

Note 8 – Content Assets, net

Content assets, net consists of the following:


	March 31,		December 31,
	2024		2023
Original productions:		(unaudited)
Programming costs released	$	34,311,305	$	34,311,305
In production		—		—
In development		8,089,560		8,089,560
Accumulated amortization ^(a)		(41,636,891)		(41,630,180)
Programming costs, net		763,974		770,685

Film library:
Film library acquisition costs		242,188,893		242,143,403
Accumulated amortization ^(b)		(183,109,552)		(181,745,110)
Film library costs, net		59,079,341		60,398,293

Licensed program rights:
Programming rights		64,270,817		63,001,943
Accumulated amortization		(54,820,721)		(52,556,827)
Programming rights, net		9,450,096		10,445,116

Content assets, net	$	69,293,411	$	71,614,094

^(a) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $10,352,207, and $10,352,207, respectively.

^(b) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $30,274,236 and $30,274,236, respectively.

^(c) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $0 and $0, 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.

Licensed program rights consist 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
	March 31,
	2024		2023
Original productions	$	—	$	490,119
Film library		1,318,520		19,412,044
Licensed program rights		852,243		7,348,439
Total content asset amortization	$	2,170,763	$	27,250,602

During the three months ended March 31, 2024, and 2023, the Company did not record any impairments related to content assets.

Put Option Obligation (Details) - USD ($)	May 21, 2021	Mar. 31, 2024	Dec. 31, 2023	Feb. 28, 2023
Business Acquisition [Line Items]
Put option obligation		$ 3,693,337	$ 3,693,337
CSS AVOD Inc.
Business Acquisition [Line Items]
Percentage of shares of common stock	5.00%	5.00%
Cash consideration	$ 11,500,000
Notice period	60 days
Election period	3 years
CSS AVOD Inc. \| Midcap Capital Fund, LLC
Business Acquisition [Line Items]
Percentage of shares of common stock		100.00%		5.00%
Consideration payable				$ 11,500,000
CSS AVOD Inc. \| Put Option
Business Acquisition [Line Items]
Total		$ 3,793,337
CSS AVOD Inc. \| Put Option \| Parent
Business Acquisition [Line Items]
Total		3,693,337
CSS AVOD Inc. \| Put Option \| Noncontrolling Interests
Business Acquisition [Line Items]
Total		$ 100,000

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Schedule of intercompany receivable and payable


	March 31,		December 31,
	2024		2023
Due to affiliated companies	$	5,132,562	$	5,537,842
Total due to/due from affiliated companies	$	5,132,562	$	5,537,842

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2024

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Note 3 – Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment reporting, which requires disclosure of incremental segment information on an annual and interim basis. The standard is effective for years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, and early adoption is permitted. The Company does not expect the adoption to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to income tax disclosures, which requires disclosure of disaggregated income taxes paid by jurisdiction, enhances disclosures in the effective tax rate reconciliation and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements.

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

- 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
-Topic 944
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Description of the Business - Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions		1 Months Ended
	Apr. 29, 2024	Apr. 30, 2024
Subsequent Event [Line Items]
Requirement agreed to raise	$ 175	$ 175
Working Capital Raised, Sublicense		50
Working Capital Raised, Agreement with a third party		125
Working Capital Raised, Agreement with a third party, Line of Credit		65
Working Capital Raised, Agreement with a third party, equipment lease		$ 60
Redbox Automated Retail LLC
Subsequent Event [Line Items]
Targeted aggregate gross	$ 175

Revenue Recognition - Additional information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Net revenues	$ 27,395,944	$ 109,599,293
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	27.00%		27.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	33.00%		32.00%
Concentration of Risk, Accounts Receivable, balance related to a content licensing agreement	$ 50,000,000
Sales Revenue, Net [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	25.00%	19.00%
Sales Revenue, Net [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage		37.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

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+ Details

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

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Reclassifications

Reclassifications

Certain amounts have been reclassified to conform to the current period’s presentation. The reclassifications have no effect on the reported net loss.

Cash and Cash Equivalents

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include restricted cash of $4.6 million and $3.3 million at March 31, 2024 and December 31, 2023, respectively. See Note 11 for additional information.

Sales of Receivables

Sale of Receivables

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 March 31, 2024 and December 31, 2023 is included in Other assets, net on the Consolidated Balance Sheets and is as follows:


	March 31,		December 31,
	2024		2023
Redbox kiosks and components	$	14,760,206	$	14,926,015
Computers and software		19,267,808		18,535,824
Leasehold improvements (shorter of life of asset or remaining lease term)		5,127,377		5,127,377
Office furniture and equipment		1,306,881		1,306,881
Vehicles		4,959,034		3,794,296
Property and equipment, at cost		45,421,306		43,690,393
Accumulated depreciation and amortization		(22,116,582)		(19,980,292)
Property and equipment, net	$	23,304,724	$	23,710,101

During the three months ended March 31, 2024 and 2023, the Company recorded depreciation and amortization expense of $2,154,718 and $3,566,808 respectively.

Asset Retirement Obligations

Asset Retirement Obligations

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

Note 15 – Commitments and Contingencies

Content Obligations

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

As of March 31, 2024, the Company had $162.5 million of content obligations, comprised of $47.7 million in film library acquisition obligations, $67.5 million of programming obligations and $47.3 million of accrued participation costs.

As of December 31, 2023, the Company had $161.9 million of content obligations, comprised of $46.0 million in film library acquisition obligations, $67.6 million of programming obligations and $48.3 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 March 31, 2024 is presented in the following table:


	Total		2024		2025 and thereafter
Minimum estimated content commitments	$	25,865,517	$	25,865,517	$	—

Acquisition of Sonar Assets

The Company owes contingent consideration related to the acquisition of Sonar of $5.1 million at March 31, 2024. 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 currently subject to numerous litigations and other potential litigations and claims due to unpaid vendor and governmental payments because of the capital shortfalls. We are a defendant in numerous commercial actions claiming breach of contract and other causes, including breach of contract relating to the content relationships, company leases, and advertising relationships.

BBC v. Screen Media and CSSE, New York Court- In this action, Plaintiff filed an arbitration for unpaid dues and claimed approximately $9 million including accruing interest and attorney fees. This matter is currently on-going and balance due and accrued under this agreement as of March 31, 2024, was approximately $7.4 million. CSSE has filed a counter claim against BBC that substantially offsets the alleged claim for breach of contract.

SPHE Scan Based Trading v. CSSE, Redbox and Crackle Plus, California Court - In this action, Plaintiff filed an arbitration for unpaid dues and claimed up to $30 million including accruing interest and attorney fees. This matter is currently on-going and balance due and accrued under this agreement as of March 31, 2024, was approximately $23.8 million, the low end of the range of our estimate of loss.

Universal City Studios v. Redbox, Superior Court of Los Angeles County, California - In this action, Plaintiff filed suit for unpaid dues and claimed up to $16.8 million including accruing interest and attorney fees. This matter is currently on-going, and the claim is adequately accrued under this agreement as of March 31, 2024.

While we believe that, if we are able to consummate the series of strategic financing transactions that we believe are available to us in the near term (as more generally described in Note 1 under the section entitled “Substantial Doubt Exists Regarding Our Ability To Continue As A Going Concern” and Note 17 “Amendment to HPS Credit Facility ”), we will be able to settle material litigations, defend those for which we have a defense, complete tax payments and promptly reinstitute key relationships, including with our key content producers and suppliers, we ultimately may not be able to consummate all such financing transactions or settle or defend all such cases in a manner that avoids continued operational and economic consequences that harm our business and financial performance. If we are unable to consummate these strategic financing transactions in the near term, we likely will be required to seek relief and protections under United States federal bankruptcy laws.

Other than the items discussed above, we believe that the other matters that the Company is currently subject to litigation are not significant, and, in the opinion of our management, are not likely to have a material adverse effect on the Company in adjudicated or settled in a manner adverse to the Company. Legal proceedings (both existing proceedings and any additional proceedings arising from such defaults) are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, loss of office access, loss of equipment use, and other adverse consequences, and excessive verdicts can result from litigation, and as such, could result in further material adverse impacts 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.

Put Option Obligation (Tables)

3 Months Ended

Mar. 31, 2024

CSS AVOD Inc.

Business Acquisition [Line Items]

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


	March 31,
	2024
Put Option Obligation	$	3,693,337
Noncontrolling Interests		100,000
Total	$	3,793,337

- 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

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue Recognition

Revenue Recognition

Note 5 – Revenue Recognition

The following table disaggregates our revenue by source:


	Three Months Ended March 31,
			% of				% of
	2024		revenue		2023		revenue
Revenue:
VOD and streaming	$	10,376,549	38	%	$	34,611,586	32	%
Retail		15,451,555	56	%		32,259,454	29	%
Licensing and other		1,567,840	6	%		42,728,253	39	%
Net revenue	$	27,395,944	100	%	$	109,599,293	100	%

VOD and streaming

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


	March 31,		December 31,
	2024		2023
Accounts receivable, net	$	2,830,831	$	10,948,965
Contract assets (included in accounts receivable)		135,325,585		131,139,260
Total accounts receivable, net	$	138,156,416	$	142,088,225

Deferred revenue (included in accrued expenses)	$	23,718,474	$	18,588,944
Revenue recognized from beginning balance within reporting period	$	2,101,785	$	4,453,586

During the three months ending March 31, 2024, customer C represented 25% of the total revenue, respectively. During the three months ending March 31, 2023, customers A and B represented 19% and 37% of the total revenue, respectively. No other customer represented more than 10% of revenue for the three months ending March 31, 2024 and 2023 respectively.

As of March 31, 2024, customers A and B represented 27% and 33%, respectively, of the total accounts receivable, net. As of December 31, 2023, customers A and B represented 27% and 32%, respectively, of the total accounts receivable, net. No other individual customer represented more than 10% of accounts receivable as of March 31, 2024 and December 31, 2023 respectively. In March 2024 customer B who has a $50 million balance related to a content licensing agreement approached us about expanding and amending the terms of the agreement. The proposal includes modifying the form of consideration to include a non-cash component. As of the date of this filing, there are no changes to the terms of the agreement.

The table below summarizes the activity in the allowance for doubtful accounts for credit losses:


	March 31,		March 31,
	2024		2023
Allowance for Doubtful Accounts:
Beginning Balance, January 1	$	7,986,617	$	1,277,597
Changes in provisions		316,761		314,481
Ending Balance	$	8,303,378	$	1,592,078

- 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
-Topic 606
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+ Details

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (48,699,807)	$ (55,564,542)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Net revenues	$ 27,395,944	$ 109,599,293
Revenue
Disaggregation of Revenue [Line Items]
Net revenues	$ 27,395,944	$ 109,599,293
Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	100.00%	100.00%
VOD and streaming
Disaggregation of Revenue [Line Items]
Net revenues	$ 10,376,549	$ 34,611,586
VOD and streaming \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	38.00%	32.00%
Retail
Disaggregation of Revenue [Line Items]
Net revenues	$ 15,451,555	$ 32,259,454
Retail \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	56.00%	29.00%
Licensing and other
Disaggregation of Revenue [Line Items]
Net revenues	$ 1,567,840	$ 42,728,253
Licensing and other \| Customer Concentration Risk [Member] \| Revenue \| Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	6.00%	39.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Condensed Consolidated Statements of Operations
Net revenues	$ 27,395,944	$ 109,599,293
Costs and expenses
Operating	28,386,996	96,306,368
Selling, general and administrative	21,279,591	32,763,551
Amortization and depreciation	3,888,532	11,183,717
Management and license fees	1,211,758	7,852,141
Total costs and expenses	54,766,877	148,105,777
Operating loss	(27,370,933)	(38,506,484)
Interest expense	21,839,172	16,666,259
Other non-operating income, net	(474,516)	(694,690)
Loss before income taxes and preferred dividends	(48,735,589)	(54,478,053)
Income tax provision		1,214,151
Net loss before noncontrolling interests and preferred dividends	(48,735,589)	(55,692,204)
Net loss attributable to noncontrolling interests	(35,782)	(127,662)
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.	(48,699,807)	(55,564,542)
Less: preferred dividends	4,202,371	3,012,591
Net loss available to common stockholders	$ (52,902,178)	$ (58,577,133)
Net loss per common share:
Basic (in dollars per share)	$ (1.63)	$ (2.76)
Diluted (in dollars per share)	$ (1.63)	$ (2.76)
Weighted-average common shares outstanding:
Basic	32,388,203	21,249,105
Diluted	32,388,203	21,249,105

Stockholders' Equity - Warrants (Details)	3 Months Ended
Stockholders' Equity - Warrants (Details)	Mar. 31, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	5,501,357
Class of Warrant or Right, Issued	0
Class of Warrant or Right, Exercised	0
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	8 months 23 days
Class Z
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	123,109
Class of Warrant or Right, Issued	0
Class of Warrant or Right, Exercised	0
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	3 months
CSSE Class I
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	800,000
Class of Warrant or Right, Issued	0
Class of Warrant or Right, Exercised	0
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	1 month 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, Issued	0
Class of Warrant or Right, Exercised	0
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	1 month 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, Issued	0
Class of Warrant or Right, Exercised	0
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	1 month 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, Issued	0
Class of Warrant or Right, Exercised	0
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	1 month 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, Issued	0
Class of Warrant or Right, Exercised	0
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	2 years 6 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, Issued	0
Class of Warrant or Right, Exercised	0
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	2 years 6 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

Debt - Future principal payments (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt
Remainder of 2024	$ 31,773,092
2025	147,261,869
2026	1,458,257
2027	396,328,471
Total debt	$ 576,821,689	$ 562,391,661

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

Note 17 – Subsequent Events

Amendment to HPS Credit Facility

On April 29, 2024, Chicken Soup for the Soul Entertainment, Inc. (the “Company”) entered into an agreement that allows it to raise $175 million of additional working capital prior to June 6, 2024 from two financing parties and to make a $75 million loan prepayment under our HPS credit facility.

Redbox Automated Retail, LLC (“Redbox Borrower”, and together with the Company, the “Borrowers”), the other guarantors listed on the signature pages thereto (the “Guarantors”, and together with the Borrowers, the “Loan Parties”) entered into an Agreement (the “Agreement”) with the Lenders to the Credit Agreement (as defined below) listed on the signature pages thereto and HPS Investment Partners, LLC, in its capacity as administrative agent and collateral agent (in such capacities, the “Agent”) under the amended and restated credit agreement, dated as of August 11, 2022, among the Borrowers, the Lenders and the Agent, as amended, restated, supplemented or otherwise modified by that certain first amendment, dated as of April 29, 2024 (the “Amendment”, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to the terms of the Agreement, the Company intends to consummate certain strategic transactions for which it has signed term sheets that have been reviewed with the Lenders, including the sublicensing of material video content

assets and one or more sales leaseback transactions with targeted aggregate gross proceeds of at least $175 million. If the Company is able to successfully consummate these transactions in their entirety, it is obligated to utilize $75 million of the net proceeds thereof prior to June 6, 2024, to pay down amounts owed under the Credit Agreement (the “Initial Paydown”). Until at least June 6, 2024 (the period beginning on April 29, 2024, and ending on such date, as it may be extended, the “Initial Period”) the Agent will forbear from acting on any events of default existing as of the commencement of the Initial Period as well as certain prescribed defaults that may arise during the Initial Period (as same may be extended as described below).

If the Company timely makes the Initial Paydown, and complies with the Agreement and the Credit Agreement, the Initial Period will be extended until September 30, 2024 (the “Extended Period”). During the Extended Period, the Company intends to engage in additional strategic transactions. If, during the Extended Period, the Company makes an additional paydown of the principal amount under the Credit Agreement in an amount pre-agreed with the Agent, the remainder of the principal and interest under the Credit Agreement, constituting a material reduction of the principal and interest outstanding, will be fully terminated and all claims by the Agent against the Company waived and released. In connection with the Agreement, the Company has released the Agent and the Lenders from all claims it may have had against them under the Credit Agreement, subject to certain limited exceptions described in the Agreement.

Additionally, the Company has agreed to implement certain amendments to its organizational documents. Under these amendments, so long as the Credit Agreement remains in effect, the Company’s board of directors shall include two (2) additional directors who are not employees or equity holders of the Company, or any affiliates or family members thereof (the “Additional Independent Directors”), that are nominated by the board of directors of the Company and approved by Lenders having loans outstanding under the Credit Agreement that represent more than 50% of the all loans outstanding thereunder at such time. In connection with these provisions, the Company’s board has voted to increase the size of the board from 9 to 11 members and appointed the two Additional Independent Directors, effective as of May 3, 2024. The Company also is amending its certificate of incorporation and bylaws (as well as the organizational documents of its subsidiaries) to embody the foregoing requirements, as well as certain other governance provisions that are not expected to impact the control structure or operations of the Company in any way during the Initial Period or the Extended Period. The Company has also identified a Chief Restructuring Officer, who shall have no duties or role in connection with the Company for so long as the Initial Period and the Extended Period continue. Such Chief Restructuring Officer will not assume a role with the Company if the Company satisfies the obligations under the Credit Agreement.

The holder of the majority of the outstanding voting power of the Company’s Class A common stock and Class B common stock, voting as a single class, and the holder of the majority of the outstanding voting power of the Company’s Class B common stock, voting as a separate class, has approved these amendments by written consent. The Company will file and mail an Information Statement on Schedule 14C to its stockholders and the amendment to the Certificate of Incorporation of the Company will be effected in accordance with the requirements of Regulation 14c-2 under the Securities Exchange Act of 1934, as amended. The amendments to the Company’s bylaws became effective on April 29, 2024. The Company also agreed to certain reporting modifications that will remain in effect until the Credit Agreement is terminated. See our Current Report on Form 8-K filed on May 3, 2024, for additional information.

9.5% Notes due July 2025 Are in Default

On April 4, 2024, the Company notified U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (the “Trustee”), with respect to the Company’s 9.50% Notes due 2025 (the “Notes”), of the Company’s intent to make a special payment on April 30, 2024 (the “Special Distribution Date”) in the amount of $1,074,042.20, representing all accrued and unpaid interest that was due and not paid to the Note holders on the original interest payment due date of April 1, 2024 (an aggregate of $1,065,327.23), plus interest on such interest (an aggregate of $8,714.97) at the same rate prescribed by the Notes (the “Special Payment”). The record date for the Special Payment is April 16, 2024 (the “Special Record Date”). Subject to receipt of such funds from the Company, the Trustee will distribute an aggregate of $1,074,042.20 pro rata to holders as of the Special Record Date.

On April 30, 2024, the Company failed to make its March 30, 2024 quarterly interest payment of $1.1 million on its 9.5% Notes due July 2025 within the 30 day cure period, which constitutes an Event of Default under the bond indenture. Under the indenture, if an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the Notes may declare the entire principal amount of all the Notes to be due and immediately payable.

This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the Notes if (1) we have deposited with the trustee all amounts due and owing with respect to the Notes (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default have been cured or waived.

As of the date of this filing, the Company has not received a notice from the trustee of an acceleration event. The Company is working with the trustee and intends to make the first quarter interest payment by the end of the second week of June, including any default interest, and intends to make the second quarter interest timely. At April 30, 2024, there is $44.9 million of gross debt subject to potential acceleration. Additionally, under the HPS amended Credit Facility described elsewhere, the Company has secured a waiver of cross default.

Nasdaq Delisting Notice

On March 25, 2024, the Company received a staff determination from The Nasdaq Stock Market (“Nasdaq”) to delist the Company’s securities from the Nasdaq Capital Market (the “Staff Determination”). As disclosed previously, the Company received three separate notices from Nasdaq advising the Company that it is not in compliance with certain Nasdaq listing requirements. The notices include the failure of our Class A common stock to trade at or above the Nasdaq required minimum $1 threshold for 30 consecutive days, maintain a public float above $5M on its Class A common stock (CSSE) and maintain equity of $10 million. The Company appealed the Staff Determination on April 1, 2024 and has a hearing on May 21, 2024. The hearing request will stay the delisting of the Company’s securities pending the appeal and the Company’s securities will continue to be listed on the Nasdaq Capital Market until a decision is made. In the meantime, the Company is considering various strategic options to remedy its noncompliance with Nasdaq Listing Rules described above. If the Company is not be able to cure and meet the listing requirements with Nasdaq its Class A common stock (CSSE), 9.75% Series A Cumulative Redeemable Preferred Perpetual Stock (CSSEP), Common Stock Purchase Warrant (CSSEL) and 9.50% Notes due 2025 (CSSEN) may cease to be publicly traded on the Nasdaq Global Market. In such event, the Company intends to list such securities on another Nasdaq market, although there can be no assurance the Company will meet the criteria of any other market or will be able to secure listing thereon.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

Note 14 – Related Party Transactions

Chicken Soup For The Soul Productions, LLC

Chicken Soup For The Soul Productions LLC (“CSS”) is the parent and controlling stockholder of the Company. At March 31, 2024, CSS directly owns 100% of the Company’s Class B common stock and 3,739,703 shares of the Company’s Class A common stock. On a combined basis CSS has an ownership interest of 35.1% of the total outstanding common stock and 79.2% 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 has issued an aggregate of 2,096,688 shares of Class A common stock to CSS under the modification as of March 31, 2024, of which 70,761 shares (or $0.2 million) was for the three months ended March 31, 2024. 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 March 31, 2024, an aggregate of $9.8 million of future management and license fees will be offset by the issuance of Class A common stock to CSS in the periods after March 31, 2024.

For the three months ended March 31, 2024 and 2023, the Company recorded management and license fees of $1.2 million and $7.8 million, respectively.

Due To/From Affiliated Companies

The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Settlements fluctuate period over period due to timing of liquidity needs. As of March 31, 2024 and December 31, 2023, the intercompany payable, with affiliated companies is as follows:


	March 31,		December 31,
	2024		2023
Due to affiliated companies	$	5,132,562	$	5,537,842
Total due to/due from affiliated companies	$	5,132,562	$	5,537,842

Other Related Parties

In the ordinary course of business, the Company is involved in transactions with certain minority shareholders of a consolidated subsidiary related to licensing of television and film programming properties. For the three months ended March 31, 2024 and 2023, no revenue was recognized. At March 31, 2024 and December 31, 2023, the Company had accounts receivable from these parties of $3.5 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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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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-Section S99
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-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 45,421,306		$ 43,690,393
Accumulated depreciation and amortization	(22,116,582)		(19,980,292)
Property and equipment, net	23,304,724		23,710,101
Depreciation and amortization expense	2,154,718	$ 3,566,808
Redbox kiosks and components
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 14,760,206		14,926,015
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	$ 19,267,808		18,535,824
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	$ 5,127,377		5,127,377
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	$ 1,306,881		1,306,881
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	$ 4,959,034		$ 3,794,296
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	4 years

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

Schedule of warrant activity


							Weighted
					Weighted		Average
					Average		Remaining
	Outstanding			Outstanding	Exercise		Contract
Warrants	at December 31, 2023	Issued	Exercised	at March 31, 2024	Price		Term (Yrs.)
Class Z	123,109	—	—	123,109		12.00	0.25
CSSE Class I	800,000	—	—	800,000		8.13	0.12
CSSE Class II	1,200,000	—	—	1,200,000		9.67	0.12
CSSE Class III-A	380,000	—	—	380,000		11.61	0.12
CSSE Class III-B	1,620,000	—	—	1,620,000		11.61	0.12
Redbox Public (CSSEL) ⁽¹⁾	1,039,183	—	—	1,039,183		132.18	2.57
Redbox Private ⁽¹⁾	339,065	—	—	339,065		132.18	2.57
Total	5,501,357	—	—	5,501,357	$	32.75	0.73

(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.

Segment and Geographic Information

3 Months Ended

Mar. 31, 2024

Segment and Geographic Information.

Segment and Geographic Information

Note 4 – 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 95% and 55% of total net revenue for three months ended March 31, 2024 and 2023, 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Content Assets, net (Tables)

3 Months Ended

Mar. 31, 2024

Content Assets, net [Abstract]

Schedule of content assets


	March 31,		December 31,
	2024		2023
Original productions:		(unaudited)
Programming costs released	$	34,311,305	$	34,311,305
In production		—		—
In development		8,089,560		8,089,560
Accumulated amortization ^(a)		(41,636,891)		(41,630,180)
Programming costs, net		763,974		770,685

Film library:
Film library acquisition costs		242,188,893		242,143,403
Accumulated amortization ^(b)		(183,109,552)		(181,745,110)
Film library costs, net		59,079,341		60,398,293

Licensed program rights:
Programming rights		64,270,817		63,001,943
Accumulated amortization		(54,820,721)		(52,556,827)
Programming rights, net		9,450,096		10,445,116

Content assets, net	$	69,293,411	$	71,614,094

^(a) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $10,352,207, and $10,352,207, respectively.

^(b) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $30,274,236 and $30,274,236, respectively.

^(c) As of March 31, 2024 and December 31, 2023, accumulated amortization includes impairment expense of $0 and $0, respectively.

Schedule of content asset amortization



	Three Months Ended
	March 31,
	2024		2023
Original productions	$	—	$	490,119
Film library		1,318,520		19,412,044
Licensed program rights		852,243		7,348,439
Total content asset amortization	$	2,170,763	$	27,250,602

Put Option Obligation

3 Months Ended

Mar. 31, 2024

Put Option Obligation

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 was exercisable, with 60 day’s written notice, by the investor at any time during a three-year period commencing on October 8, 2022 and expiring on October 7, 2025 (“Put Election Period”). 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 March 31, 2024, the outstanding amount under the amended payment agreement is past due. Upon payment, the Company will own 100% of CSS AVOD. See Note 1 for additional information.

As of March 31, 2024, the 5% interest in CSS AVOD, Inc. consists of the following,


	March 31,
	2024
Put Option Obligation	$	3,693,337
Noncontrolling Interests		100,000
Total	$	3,793,337

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
ASSETS
Cash, cash equivalents and restricted cash of $4,611,765 and $3,292,737, respectively	$ 4,884,381	$ 3,316,652
Accounts receivable, net of allowance for doubtful accounts of $8,303,378 and $$7,986,617, respectively	138,156,416	142,088,225
Prepaid expenses and other current assets	8,311,712	10,390,282
Operating lease right-of-use assets	10,011,506	10,721,375
Content assets, net	69,293,411	71,614,094
Intangible assets, net	34,203,831	35,937,646
Goodwill	120,494,059	120,494,059
Other assets, net	28,720,528	27,738,292
Total assets	414,075,844	422,300,625
LIABILITIES AND EQUITY
Accounts payable	102,306,129	91,809,542
Accrued expenses	91,582,797	78,779,505
Programming obligations	67,444,821	67,573,966
Film library acquisition obligations	47,734,651	45,961,877
Accrued participation costs	47,288,927	48,276,487
Debt, net	561,851,006	546,205,200
Contingent consideration	5,050,452	5,245,384
Put option obligation	3,693,337	3,693,337
Operating lease liabilities	12,578,201	13,570,976
Total liabilities	970,002,065	925,862,510
Commitments and contingencies (Note 15)
Stockholders' (Deficit) Equity:
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 6,897,048 shares issued and outstanding, redemption value of $172,426,200, respectively	689	689
Additional paid-in capital	409,661,538	409,150,852
Accumulated deficit	(937,206,008)	(884,303,830)
Accumulated other comprehensive income	(59,756)	(91,657)
Class A common stock held in treasury, at cost (2,433,042 shares, respectively)	(28,165,913)	(28,165,913)
Total stockholders' (deficit) equity	(555,765,972)	(503,406,388)
Noncontrolling interests	(160,249)	(155,497)
Total (deficit) equity	(555,926,221)	(503,561,885)
Total liabilities and equity	414,075,844	422,300,625
Affiliated Entity
LIABILITIES AND EQUITY
Other liabilities	5,132,562	5,537,842
Nonrelated Party
LIABILITIES AND EQUITY
Other liabilities	25,339,182	19,208,394
Class A Common Stock
Stockholders' (Deficit) Equity:
Common stock value	2,712	2,705
Class B Common Stock
Stockholders' (Deficit) Equity:
Common stock value	$ 766	$ 766

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

Note 13 – Income Taxes

For the three months ended March 31, 2024 and 2023, the Company’s effective income tax rate was 0.1% and (2.3%), respectively, which differed from the federal statutory rate of 21.0% primarily due to the Company’s valuation allowance and state income taxes. The Company evaluates its net 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 March 31, 2024, the Company maintains its determination to record a full valuation allowance against its net deferred tax assets. This reflects the ongoing determination, based on available objective evidence, that it is

more likely than not that certain deferred tax assets will not be realized due to insufficient taxable income in the current or carryforward periods under existing tax laws.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies - Estimated Commitments (Details) - Acquisition of Content and Distribution Rights	Mar. 31, 2024 USD ($)
Other Commitments [Line Items]
2024	$ 25,865,517
Minimum estimated content payments	$ 25,865,517

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (48,735,589)	$ (55,692,204)
Other comprehensive income (loss):
Foreign currency translation adjustments	62,931	(174,934)
Comprehensive income (loss) attributable to noncontrolling interests	(31,030)	85,698
Comprehensive loss	$ (48,703,688)	$ (55,781,440)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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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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+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
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
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock and Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		32,458,964
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	CSSE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		24,804,458
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
Trading Symbol	CSSEL
Security Exchange Name	NASDAQ
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
Trading Symbol	CSSEP
Security Exchange Name	NASDAQ
9.50% Notes Due 2025
Document Information [Line Items]
Title of 12(b) Security	9.50% Notes Due 2025
Trading Symbol	CSSEN
Security Exchange Name	NASDAQ
Class Z Warrants
Document Information [Line Items]
Title of 12(g) Security	Class Z Warrants
Trading Symbol	CSSEZ

Intangible Assets and Goodwill - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Intangible Assets and Goodwill
Amortization expense	$ 1,700,000	$ 7,600,000
Goodwill	120,494,059		$ 120,494,059
Goodwill and intangible asset impairment			$ 380,800,000
Impairment of intangible assets	0	0
Goodwill, Impairment Loss	$ 0	$ 0

- 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

Share-Based Compensation (Details) - Stock Option - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Total outstanding at the beginning of the period	1,292,546
Number of Stock Options, Options Forfeited	(38,834)
Number of Stock Options, Options Expired	(270,000)
Number of Stock Options, Total outstanding at the end of the period	983,712	1,292,546
Number of Stock Options, Total vested and exercisable	713,794	938,292
Weighted Average Exercise Price, Beginning of period	$ 14.41
Weighted Average Exercise Price, Forfeited	17.80
Weighted Average Exercise Price, Expired	8.10
Weighted Average Exercise Price, End of period	16.01	$ 14.41
Weighted Average Exercise Price, Vested and Exercisable	$ 16.92	$ 14.18
Weighted Average Remaining Contract Term, Total outstanding	2 years 4 months 24 days	2 years 1 month 6 days
Weighted Average Remaining Contract Term, Options forfeited	1 year 11 months 1 day
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable	2 years 2 months 15 days	1 year 9 months 7 days

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Compensation

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, 2023	1,292,546	$	14.41	2.10	$	—
Granted	—		—	—		—
Forfeited	(38,834)		17.80	1.92		—
Exercised	—		—	—		—
Expired	(270,000)		8.10	—		—
Outstanding at March 31, 2024	983,712	$	16.01	2.40	$	—

Vested and exercisable at December 31, 2023	938,292	$	14.18	1.77	$	—
Vested and exercisable at March 31, 2024	713,794	$	16.92	2.21	$	—

Content Assets, net - Amortization (Details) - USD ($)	3 Months Ended
Content Assets, net - Amortization (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Content Assets, net [Abstract]
Original productions		$ 490,119
Film library	$ 1,318,520	19,412,044
Licensed program rights	852,243	7,348,439
Content asset impairment	0	0
Total content asset amortization	$ 2,170,763	$ 27,250,602

Revenue Recognition - Allowance for Credit Loss (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue Recognition
Beginning Balance	$ 7,986,617	$ 1,277,597
Changes in provisions	316,761	314,481
Ending Balance	$ 8,303,378	$ 1,592,078

Debt

3 Months Ended

Mar. 31, 2024

Debt

Debt

Note 11 – Debt

Debt, net for the periods presented was as follows:


	March 31,		December 31,
	2024		2023
HPS term	$	395,809,587	$	382,911,682
HPS revolving loan		97,290,457		94,070,501
Notes due 2025		44,855,900		44,855,900
Film acquisition advances		27,280,211		29,105,770
MUFG Union Bank film financing facility		5,819,470		5,969,896
Other debt		5,766,064		5,477,912
Total gross debt		576,821,689		562,391,661
Less: debt issuance costs and discounts		(14,970,683)		(16,186,461)
Total debt, net		561,851,006		546,205,200
Less: current portion		(130,957,993)		(34,588,027)
Total long-term debt, net	$	430,893,013	$	511,617,173

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 add 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 $493.1 million ($395.8 million under the term loan and $97.3 million under the revolving credit facility). The total PIK interest of approximately $87.3 million has been deferred and compounded and added to the principal balance including an additional $16.1 million during the

three months ended March 31, 2024. Since February 2024, the Company no longer has a PIK election. See Note 17, Subsequent Events for recent developments related to the HPS credit agreement.

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.

We entered into certain agreements, including a forbearance agreement and an amendment to the HPS credit facility, in April 2024 collectively providing for a mutual forbearance from prosecution of bilateral claims of default and rights by both our principal lender and our company pending consummation of certain refinancing and further capitalization transactions that, if successful, will result in settlement of all obligations to, and claims by and against, our principal lender, in the coming months. We are pressing forward expeditiously and assertively with documentation of these transactions, and pressing to finalize all documents necessary to make these transactions and resolutions happen. However, we cannot assure you that the underlying disputes will ultimately be resolved in a manner that is satisfactory to us or which does not cause us material harm. See Note 17 under the section of Subsequent Events for additional information.

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 March 31, 2024. The Company’s letter of credit arrangements collateral is classified as restricted cash and reflects balances of $2.9 million as of March 31, 2024 and December 31, 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 March 31, June 30, September 30, and December 31, and at maturity. The Notes mature on July 31, 2025.

The sale of the Notes resulted in net proceeds of approximately $20,995,000 after deducting underwriting discounts and commissions of approximately $1,105,000. The Company used $13,333,333 of the net proceeds to repay the outstanding principal under the Commercial Loan.

On December 22, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “December Notes”) in the aggregate principal amount of $9,387,750. On December 29, 2020, the Company sold an additional $1,408,150 of December Notes pursuant to the partial exercise of the overallotment option. The stated principal of $25.00 per note was discounted 2% to the public offering price of $24.50 per note.

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. See Note 17, Subsequent Events for recent developments related to the 9.50 Notes.

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 March 31, 2024 and December 31, 2023, the outstanding principal balance was $6.4 million. Subsequently, the facility was amended such that the remaining balance is payable the later of when defined contractual receipts are collected or when loan is fully repaid by the Company. All other terms shall remain unaffected. As of March 31, 2024, the loan is past due and accruing interest at a default rate of 15%.

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 March 31, 2024 and December 31, 2023, the outstanding balance was $20.9 million and $22.7 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 March 31, 2024 and at December 31, 2023 was $5.8 million and $5.9 million respectively.

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 nine 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 8.19% as of March 31, 2024. 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 March 31, 2024, the expected aggregate maturities of debt for each of the next five years are as follows:



Remainder of 2024	$	31,773,092
2025		147,261,869
2026		1,458,257
2027		396,328,471
2028		—
Beyond		—
Total	$	576,821,689

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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-Topic 470
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-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1C
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity

Stockholders' Equity

Note 16 – Stockholders’ Equity

Authorized Shares

The total authorized shares of 200,000,000, are 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

The total authorization under the Company’s stock repurchase program is $30,000,000. At March 30, 2024, the Company had $3,474,299 of authorization remaining under the stock repurchase program. During the three months ended March 31, 2024 and 2023, the Company did not repurchase any shares of Class A Common Stock.

Series A Preferred Stock, Dividends in Arrears

Monthly dividends of $0.2031 per share were declared on the Series A Preferred Stock to the holders of record for each of the three months ended March 31, 2024, and 2023, totaling $4.2 million and $3.0 million, respectively. The Board of Directors has temporarily suspended future cash payments of these monthly dividends and as of the date of this filing, $7.0 million was accrued in arrears.

At the Market Offerings and Private Placements

During the three months ended March 31, 2024, the Company did not sell any preferred stock. During the three months ended March 31, 2023, the Company completed the sale of an aggregate of 617,182 shares of Series A preferred stock, generating net proceeds of $ $10,657,282.

Public Offering

On April 3, 2023, the Company issued 4,688,015 shares of its Class A common stock at a price of $2.30 per share, resulting in net proceeds of $10.4 million. The Company used the proceeds of this offering for general corporate purposes and working capital, including payment of an aggregate of approximately $3.8 million due to CSS under the CSS Management Agreement and CSS License Agreement for 2022.

Shares Issued In Lieu of Payment

During the three months ended March 31, 2024 and 2023, the Company issued to its parent (CSS), an aggregate of 70,761 shares of Class A common stock in lieu of $215,815 cash, and 1,131,148 shares in lieu of $3,450,500 cash, respectively, 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 March 31, 2024, the Company did not sell shares of Class A common stock to Lincoln Park. As of December 31, 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 three months ended March 31, 2024 is as follows:


							Weighted
					Weighted		Average
					Average		Remaining
	Outstanding			Outstanding	Exercise		Contract
Warrants	at December 31, 2023	Issued	Exercised	at March 31, 2024	Price		Term (Yrs.)
Class Z	123,109	—	—	123,109		12.00	0.25
CSSE Class I	800,000	—	—	800,000		8.13	0.12
CSSE Class II	1,200,000	—	—	1,200,000		9.67	0.12
CSSE Class III-A	380,000	—	—	380,000		11.61	0.12
CSSE Class III-B	1,620,000	—	—	1,620,000		11.61	0.12
Redbox Public (CSSEL) ⁽¹⁾	1,039,183	—	—	1,039,183		132.18	2.57
Redbox Private ⁽¹⁾	339,065	—	—	339,065		132.18	2.57
Total	5,501,357	—	—	5,501,357	$	32.75	0.73

(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 $3.5 million. As of March 31, 2024 and December 31, 2023, the fair market value of the warrants was $0.01 or $8,454 and $0.01 or $9,923, respectively. For the three months ended March 31, 2024, the Company recognized a gain of $1,378 on the change of in fair value of the warrant liabilities in Other income (expense), net in the Company’s Consolidated Statements of Operations.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt

Schedule of debt


	March 31,		December 31,
	2024		2023
HPS term	$	395,809,587	$	382,911,682
HPS revolving loan		97,290,457		94,070,501
Notes due 2025		44,855,900		44,855,900
Film acquisition advances		27,280,211		29,105,770
MUFG Union Bank film financing facility		5,819,470		5,969,896
Other debt		5,766,064		5,477,912
Total gross debt		576,821,689		562,391,661
Less: debt issuance costs and discounts		(14,970,683)		(16,186,461)
Total debt, net		561,851,006		546,205,200
Less: current portion		(130,957,993)		(34,588,027)
Total long-term debt, net	$	430,893,013	$	511,617,173

Schedule of aggregate maturities of long-term debt



Remainder of 2024	$	31,773,092
2025		147,261,869
2026		1,458,257
2027		396,328,471
2028		—
Beyond		—
Total	$	576,821,689

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Subsequent Events (Details)					3 Months Ended
Subsequent Events (Details)	Apr. 30, 2024 USD ($)	Apr. 29, 2024 USD ($) director item	Apr. 16, 2024 USD ($)	Mar. 25, 2024 item	Mar. 31, 2024 director	Apr. 04, 2024	Apr. 01, 2024 USD ($)	Jul. 17, 2020
Subsequent Events
Number of board of directors \| director					9
Interest rate					9.50%
Number of notice received \| item				3
9.50% Notes Due 2025
Subsequent Events
Interest rate				9.50%	9.50%			9.50%
Dividend percentage (as a percent)				9.75%
Subsequent Event
Subsequent Events
Requirement agreed to raise	$ 175,000,000	$ 175,000,000
Number of financing Parties \| item		2
Loan Prepayments Agreed to be made		$ 75,000,000
Number of additional directors \| director		2
Loans outstanding		50.00%
Number of board of directors \| director		11
Directors appointed \| director		2
Percentage of principal amount	9.50%
Subsequent Event \| Redbox Automated Retail LLC
Subsequent Events
Targeted aggregate gross		$ 175,000,000
Net proceeds from lenders		$ 75,000,000
Subsequent Event \| 9.5% Notes due July 2025
Subsequent Events
Interest rate						9.50%
Quarterly interest payment failed to pay	$ 1,100,000
Cure period	30 days
Percentage of principal amount	25.00%
Gross debt subject to potential acceleration	$ 44,900,000
Subsequent Event \| 9.5% Notes due July 2025 \| U.S. Bank National Association
Subsequent Events
Special payment	$ 1,074,042.20		$ 1,074,042.20
Interest payable							$ 1,065,327.23
Interest payable on interest							$ 8,714.97

Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Intangible Assets and Goodwill
2024	$ 4,274,252
2025	4,157,686
2026	3,429,631
2027	3,429,631
2028	3,173,381
Beyond	15,739,250
Amortization expense	$ 34,203,831	$ 35,937,646

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue Recognition

Schedule of disaggregate of revenue


	Three Months Ended March 31,
			% of				% of
	2024		revenue		2023		revenue
Revenue:
VOD and streaming	$	10,376,549	38	%	$	34,611,586	32	%
Retail		15,451,555	56	%		32,259,454	29	%
Licensing and other		1,567,840	6	%		42,728,253	39	%
Net revenue	$	27,395,944	100	%	$	109,599,293	100	%

Schedule of contract balances


	March 31,		December 31,
	2024		2023
Accounts receivable, net	$	2,830,831	$	10,948,965
Contract assets (included in accounts receivable)		135,325,585		131,139,260
Total accounts receivable, net	$	138,156,416	$	142,088,225

Deferred revenue (included in accrued expenses)	$	23,718,474	$	18,588,944
Revenue recognized from beginning balance within reporting period	$	2,101,785	$	4,453,586

Accounts Receivable, Allowance for Credit Loss [Table Text Block]


	March 31,		March 31,
	2024		2023
Allowance for Doubtful Accounts:
Beginning Balance, January 1	$	7,986,617	$	1,277,597
Changes in provisions		316,761		314,481
Ending Balance	$	8,303,378	$	1,592,078

Intangible Assets and Goodwill - Goodwill (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill, Beginning Balance	$ 120,494,059
Accumulated impairment losses	0	$ 0
Goodwill, Ending Balance	120,494,059		$ 120,494,059
Online networks
Goodwill, Beginning Balance	93,941,845	155,069,845	155,069,845
Accumulated impairment losses			(61,128,000)
Goodwill, Ending Balance	93,941,845		93,941,845
Distribution and Production
Goodwill, Beginning Balance	26,552,214	26,552,214	26,552,214
Goodwill, Ending Balance	$ 26,552,214		26,552,214
Redbox Entertainment Inc.
Goodwill, Beginning Balance		$ 79,125,998	79,125,998
Adjustments			(3,352,082)
Accumulated impairment losses			$ (75,773,916)

- Definition

+ References + Details

Related Party Transactions - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2023	Aug. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Apr. 03, 2023
Related Party Transaction [Line Items]
Management and license fees			$ 1,211,758	$ 7,852,141
Accounts receivable, net			$ 138,156,416		$ 142,088,225
CSS
Related Party Transaction [Line Items]
Percentage of voting interest by parent			79.20%
CSS management agreement and CSS license agreement
Related Party Transaction [Line Items]
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
Value of shares issuable in lieu of payments			$ 9,800,000
CSS
Related Party Transaction [Line Items]
Percentage of revenue earned paid to related party			10.00%
Percentage of revenue fees earned applied to limited revenue categories		10.00%
CSS \| Management and license fees
Related Party Transaction [Line Items]
Aggregate fees payable under the management and license agreement						$ 3,800,000
Management and license fees			$ 1,200,000	7,800,000
Minority Shareholders Of Subsidiary
Related Party Transaction [Line Items]
Recognized revenues			0	$ 0
Accounts receivable, net			$ 3,500,000		$ 3,500,000
Class A common stock
Related Party Transaction [Line Items]
Common stock, issued			27,237,500		27,166,739
Class A common stock \| CSS
Related Party Transaction [Line Items]
Shares issued			3,739,703
Class A common stock \| CSS management agreement and CSS license agreement
Related Party Transaction [Line Items]
Shares issued			70,761
Fees payable through issuance of common stock			$ 200,000
Common stock, issued			2,096,688
Class A common stock \| CSS \| Management and license fees
Related Party Transaction [Line Items]
Shares issued			70,761	1,131,148
Class B Common Stock
Related Party Transaction [Line Items]
Common stock, issued			7,654,506		7,654,506
Class B Common Stock \| CSS
Related Party Transaction [Line Items]
Noncontrolling interests percent			100.00%
Common Stock \| CSS
Related Party Transaction [Line Items]
Noncontrolling interests percent			35.10%
Common Stock \| Class A common stock
Related Party Transaction [Line Items]
Shares issued				359,831

Related Party Transactions (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Due to affiliated companies	$ 5,132,562	$ 5,537,842
Affiliated Entity
Related Party Transaction [Line Items]
Total due to/due from affiliated companies	$ 5,132,562	$ 5,537,842

Leases

3 Months Ended

Mar. 31, 2024

Leases

Leases

Note 10 – Leases

At March 31, 2024, the following amounts were recorded on the Condensed Consolidated Balance Sheets relating to our operating and finance leases.


		March 31,		December 31,
		2024		2023
Right-of-Use Assets
Operating lease right-of-use assets	$	10,011,506	$	10,721,375

Lease Liabilities:
Operating lease liabilities	$	12,578,201	$	13,570,976

Finance Lease cost
Amortization of right-of-use assets	$	506,427	$	1,743,370
Interest of lease liabilities		79,632		172,888
Total finance lease cost	$	586,059	$	1,916,258

		March 31,		December 31,
		2024		2023
Operating leases
Weighted average remaining lease term		4.9 years		5.0 years
Weighted average discount rate		12%		12%
Finance Leases
Weighted average remaining lease term		2.6 years		2.6 years
Weighted average discount rate		6%		6%

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. During fiscal year 2023, certain leases were modified due to non-payment of rent which triggered remeasurement and reduction of lease liability and right-of-use assets. At March 31, 2024, the Company is in default of its primary office leases, distribution center lease and car fleet lease, providing the ability for lessors to evict the Company from its premises or repossess the vehicles.

For the three months ended March 31, 2024, and 2023, rent expense including short-term leases was $1.8 million. Operating lease expense included in rent expense was $1.1 million and $1.2 million respectively. Cash paid for amounts included in operating lease liabilities was $0.5 million as of March 31, 2024.

The expected future payments relating to our operating and finance lease liabilities at March 31, 2024 are as follows:


	Operating		Financing
Remainder of 2024	$	7,332,251	$	1,660,122
2025		2,415,894		1,970,200
2026		2,104,048		1,622,365
2027		1,643,022		564,814
2028		1,495,221		—
Thereafter		3,735,105		—
Total minimum payments		18,725,541		5,817,501
Less amounts representing interest		6,147,340		604,316
Present value of minimum payments	$	12,578,201	$	5,213,185

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Schedule of estimated content commitments


	Total		2024		2025 and thereafter
Minimum estimated content commitments	$	25,865,517	$	25,865,517	$	—

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Restricted cash	$ 4,611,765	$ 3,292,737
Allowance for doubtful accounts	$ 8,303,378	$ 7,986,617
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	6,897,048	6,897,048
Preferred Stock, Shares Outstanding	6,897,048	6,897,048
Preferred Stock, Redemption Amount	$ 172,426,200	$ 172,426,200
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	27,237,500	27,166,739
Common Stock, Shares, Outstanding	24,804,458	24,733,697
Treasury Stock, Common, Shares	2,433,042	2,433,042
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

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from Operating Activities:
Net loss	$ (48,735,589)	$ (55,692,204)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	294,871	914,571
Content asset impairment and amortization	2,170,763	27,250,602
Amortization of deferred financing and debt discount costs	1,215,778	1,188,451
Amortization and depreciation of intangibles, property and equipment	3,888,532	11,183,717
Bad debt and video return expense	337,743	1,157,703
Interest expense added to debt	16,117,861
Non-cash settlement of management and licensing fees	215,822	3,450,000
Deferred income taxes		1,179,597
Changes in operating assets and liabilities:
Trade accounts receivable	6,594,066	(37,132,796)
Prepaid expenses and other assets	1,495,062	2,044,671
Content assets	59,920	(9,273,675)
Accounts payable, accrued expenses and other payables	18,244,518	21,676,983
Film library acquisition and programming obligations	(1,016,371)	(50,920)
Accrued participation costs	(987,560)	17,215,567
Other liabilities	(398,144)	(1,179,464)
Net cash used in operating activities	(502,728)	(16,067,197)
Cash flows from Investing Activities:
Expenditures for property and equipment	(702,435)	(441,300)
Net cash used in investing activities	(702,435)	(441,300)
Cash flows from Financing Activities:
Payment of contingent consideration	(194,932)	(245,250)
Payment of put option obligation		(4,750,000)
Payments on film acquisition advances	(2,225,985)	(3,817,775)
Proceeds from factoring advances	6,144,125
Payments on other debt	(607,967)	(572,056)
Proceeds from issuance of preferred stock		10,657,282
Increase (decrease) in due to affiliated companies	(405,280)	1,513,681
Dividends paid to preferred stockholders		(2,887,485)
Net cash provided (used) by financing activities	2,709,961	3,412,429
Effect of foreign exchanges on cash, cash equivalents and restricted cash	62,931	(174,934)
Net decrease in cash, cash equivalents and restricted cash	1,567,729	(13,271,002)
Cash, cash equivalents and restricted cash at beginning of period	3,316,652	18,738,395
Cash, cash equivalents and restricted cash at end of the period	4,884,381	5,467,393
Supplemental data:
Cash paid for interest	2,746,043	1,811,376
Non-cash investing activities:
Property and equipment in accounts payable and accrued expenses	173,889	1,292,717
Non-cash financing activities:
Non-cash payment of management and licensing fees	215,822	3,450,000
Non-cash film acquisition advance		9,723,374
PIK interest added to HPS debt	$ 16,117,861	13,518,091
Class A Common Stock
Cash flows from Financing Activities:
Proceeds from issuance of Class A common stock		$ 3,514,032

Intangible Assets and Goodwill

3 Months Ended

Mar. 31, 2024

Intangible Assets and Goodwill

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
March 31, 2024:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		12,157,467		6,649,537		—
Crackle Plus partner agreements		4,005,714		3,705,285		300,429		—
Distribution network		3,600,000		3,400,000		—		200,000
Locomotive contractual rights		1,206,870		987,339		—		219,531
1091 intangible assets		2,810,000		2,128,611		—		681,389
Redbox - Trade names and trademarks		82,700,000		7,053,979		52,798,000		22,848,021
Redbox - Technology		30,800,000		5,685,211		17,150,000		7,964,789
Redbox - Customer Relationships		177,700,000		16,267,083		160,103,750		1,329,167
Popcornflix brand value		7,163,943		796,855		5,406,154		960,934
Total definite lived intangibles		330,501,801		53,890,100		242,407,870		34,203,831
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	$	53,890,100	$	247,407,870	$	34,203,831

December 31, 2023:
Crackle Plus content rights	$	1,708,270	$	1,708,270	$	—	$	—
Crackle Plus brand value		18,807,004		12,157,467		6,649,537		—
Crackle Plus partner agreements		4,005,714		3,705,285		300,429		—
Distribution network		3,600,000		3,100,000		—		500,000
Locomotive contractual rights		1,206,870		886,767		—		320,103
1091 intangible assets		2,810,000		1,894,444		—		915,556
Redbox - Trade names and trademarks		82,700,000		6,628,240		52,798,000		23,273,760
Redbox - Technology		30,800,000		5,317,606		17,150,000		8,332,394
Redbox - Customer Relationships		177,700,000		16,025,417		160,103,750		1,570,833
Popcornflix brand value		7,163,943		732,789		5,406,154		1,025,000
Total definite lived intangibles		330,501,801		52,156,285		242,407,870		35,937,646
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	$	52,156,285	$	247,407,870	$	35,937,646

Amortization expense was $1.7 million and $7.6 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, amortization expense for the next five years is expected be:


2024	$	4,274,252
2025		4,157,686
2026		3,429,631
2027		3,429,631
2028		3,173,381
Beyond		15,739,250
Total	$	34,203,831

Total goodwill on our Condensed Consolidated Balance Sheets was $120.5 million as of March 31, 2024 and December 31, 2023, respectively, and is comprised of the following:


	March 31, 2024
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	93,941,845	$	26,552,214	$	—
Adjustments		—		—		—
Accumulated impairment losses		—		—		—
Total	$	93,941,845	$	26,552,214	$	—


	December 31, 2023
	Online Networks		Distribution & Production		Redbox
Beginning balance	$	155,069,845	$	26,552,214	$	79,125,998
Adjustments		—		-		(3,352,082)
Accumulated impairment losses		(61,128,000)		—		(75,773,916)
Total	$	93,941,845	$	26,552,214	$	—

There was no impairment recorded related to goodwill and intangible assets in the three months ended March 31, 2024, and 2023, respectively.

During 2023, the Company recorded a $380.8 million impairment charge principally for goodwill and intangibles principally related to its Redbox acquisition. At December 31, 2023 the Company qualitatively determined there was no additional impairment condition related to its goodwill and intangibles. A sustained deterioration in business further, including our inability to consummate additional financings under our strategic initiatives discussed elsewhere, could result in additional impairments in the future, which could have a material adverse effect on our business, financial condition and results of operations.

Stockholders' Equity - Narrative (Details)			1 Months Ended						3 Months Ended		12 Months Ended
Stockholders' Equity - Narrative (Details)	Apr. 03, 2023 USD ($) $ / shares shares	Mar. 12, 2023 USD ($)	Mar. 31, 2024 USD ($) D $ / shares shares	Feb. 29, 2024 $ / shares	Jan. 31, 2024 $ / shares	Mar. 31, 2023 $ / shares	Feb. 28, 2023 $ / shares	Jan. 31, 2023 $ / shares	Mar. 31, 2024 USD ($) D $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares	Feb. 28, 2022 USD ($)
Number of shares authorized \| shares									200,000,000
Stock repurchase program, shares authorized value												$ 30,000,000
Issuance of common stock, net										$ 1,887,241
Stock issued for management fees									$ 215,822	3,450,000
Exchange ratio			0.087						0.087
Preferred Stock, Dividends Per Share, Declared \| $ / shares			$ 0.2031	$ 0.2031	$ 0.2031	$ 0.2031	$ 0.2031	$ 0.2031
Dividends Payable			$ 7,000,000.0						$ 7,000,000.0
Dividends, Preferred Stock									4,202,371	3,012,591
Remaining stock repurchase plan authorized			$ 3,474,299						$ 3,474,299
Lincoln Park
Issuance of common stock, net										1,470,000
Term of shares offering		36 months
Lincoln Park \| Maximum
Aggregate value of shares to be issued		$ 50,000,000
CSS \| Management and license fees
Aggregate fees payable under the management and license agreement	$ 3,800,000
Redbox warrants
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
Term of warrants			5 years						5 years
Warrant price \| $ / shares			$ 2.52						$ 2.52
Fair market value of warrants per warrant			$ 0.01						$ 0.01		$ 0.01
Fair market value of warrants			8,454,000						8,454,000		$ 9,923,000
Warrants and rights outstanding			$ 3,500,000						$ 3,500,000
Number of securities called by each warrants or rights \| shares			1						1
Fair value adjustment of warrants									$ 1,378,000
Redbox Public (CSSEL)
Warrants Classified as Liabilities, Aggregate Exercise Price \| $ / shares			$ 132.18						$ 132.18
Warrant redemption price per share \| $ / shares			$ 0.01						$ 0.01
Warrant redemption term									30 days
Number of securities called by each warrants or rights \| shares			1						1
Class A Common Stock
Common stock, shares authorized \| shares			140,000,000						140,000,000		140,000,000
Proceeds from issuance of common stock										$ 3,514,032
Class A Common Stock \| Lincoln Park
Shares issued \| shares									0		500,000
Proceeds from issuance of common stock											$ 1,470,000
Class A Common Stock \| Public Offering
Shares issued \| shares	4,688,015
Common stock at a price \| $ / shares	$ 2.30
Proceeds from issuance of common stock	$ 10,400,000
Class A Common Stock \| CSS \| Management and license fees
Shares issued \| shares									70,761	1,131,148
Issuance of common stock, net									$ 215,815	$ 3,450,500
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
Preferred Stock
Preferred stock, shares authorized \| shares			40,000,000						40,000,000
Preferred Stock \| At the Market Offering
Shares issued \| shares									0
Series A Preferred Stock
Preferred stock, shares authorized \| shares			10,000,000						10,000,000		10,000,000
Series A Preferred Stock \| At the Market Offering
Shares issued \| shares										617,182
Proceeds from sale of stock										$ 10,657,282
Stock Repurchase Program \| Class A Common Stock
Number of stock repurchased \| shares									0	0

Description of the Business (Details)	3 Months Ended
Description of the Business (Details)	Mar. 31, 2024 item segment
Number of flagship	3
Number of channels	130
Number of self service kiosks operated	27,000
Number of reportable segments \| segment	1