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(Mark One)
Director*
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38125
CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
132 East Putnam Avenue – Floor 2W, Cos Cob, CT
(Address of Principal Executive Offices)
81-2560811
(I.R.S. Employer Identification No.)
06807
(Zip Code)
855-398-0443
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A common stock, $.0001 par value per share
Common Stock Purchase Warrant
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.0001 par value per share
9.50% Notes Due 2025
Trading Symbol(s)
CSSE
CSSEL
CSSEP
CSSEN
Name of Each Exchange on Which Registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Class W Warrants
Class Z Warrants
Trading Symbol(s)
CSSEW
CSSEZ
Name of Each Exchange on Which Registered
OTC Markets
OTC Markets
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ⌧
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ⌧ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ⌧ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ⌧
Accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’ s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit reports.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☐ No ⌧
☐
As of June 30, 2022, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately $110.5 million.
The number of shares of Common Stock outstanding as of March 27, 2023 totaled 21,721,760 as follows:
Title of Each Class
Class A common stock, $.0001 par value per share
Class B common stock, $.0001 par value per share*
14,067,254
7,654,506
*Each share convertible into one share of Class A common stock at the direction of the holder at any time.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for Registrant’s 2023 Annual Meeting of Stockholders to be filed at a later date are incorporated by reference into Part III of this
Annual Report on Form 10-K.
Table of Contents
TABLE OF CONTENTS
Page
PART I
PART II
ITEM 1. Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2. Properties
ITEM 3. Legal Proceedings
ITEM 4. Mine Safety Disclosures
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
ITEM 6. Selected Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11 Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accountant Fees and Services
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
ITEM 16. Form 10-K Summary
SIGNATURES
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to,
statements regarding: our core strategy; operating income and margin; seasonality; liquidity, including cash flows from
operations, available funds and access to financing sources; free cash flows; revenues; net income; profitability; stock
price volatility; future regulatory changes; pricing changes; the impact of, and the company's response to new accounting
standards; action by competitors; user growth; partnerships; user viewing patterns; payment of future dividends; obtaining
additional capital, including use of the debt market; future obligations; our content and marketing investments, including
investments in original programming; amortization; significance and timing of contractual obligations; tax expense;
recognition of unrecognized tax benefits; and realization of deferred tax assets. These forward-looking statements are
subject to risks and uncertainties that could cause actual results and events to differ. A detailed discussion of these and
other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking
statements is included throughout this filing and particularly in Item 1A: "Risk Factors" section set forth in this Annual
Report. All forward-looking statements included in this document are based on information available to us on the date
hereof, and we assume no obligation to revise or publicly release any revision to any such forward-looking statement,
except as may otherwise be required by law.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “target,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Annual Report are based on current expectations and beliefs concerning
future developments and their potential effects on our company and its subsidiaries. There can be no assurance that future
developments will be those that have been anticipated. We may not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
You should read this Annual Report and the documents we have filed as exhibits to this Annual Report completely and with
the understanding our actual future results may be materially different from what we expect, or events could differ
materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-
looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or
investments we may make.
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SUMMARY RISK FACTORS
Our business involves various risks. Many of these risks are discussed in this Report under the heading “Item 1A. Risk
Factors.” If any of these risks occur, our business, financial condition, liquidity, results of operations, prospects and ability
to make interest payments to our noteholders and distributions to our shareholders could be materially and adversely
affected. In that case, the trading price of our securities could decline, and you may lose a portion or your investment.
These risks include:
● We have and may continue to incur losses in the operation of our business.
● We may not be able to generate sufficient cash to service our debt, preferred stock dividend and other obligations
or our ability to pay our preferred stock dividends could be adversely affected or prohibited upon default under
our current or future indebtedness.
● Difficult conditions in the economy generally and our industry specifically resulting from the COVID 19
pandemic may cause interruptions in our operations, a slow-down in the production or acquisition of new content,
and changes in demand for our products and services, which may have a material adverse effect on our business
operations and financial condition.
● Competition could have a material adverse effect on our business, financial condition and results of operations.
● Interruptions in our ability to provide our video-on-demand products and our service to our customers could
damage our reputation, which could have a material adverse effect on us.
● The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party
service providers, could negatively impact our business by causing a disruption to our operations, a compromise
or corruption of our confidential information or damage to our business relationships or reputation, all of which
could negatively impact our business and results of operations.
● The loss of key personnel, including our executive officers, could have a material adverse effect on us.
● Our inability to recruit or retain qualified personnel or maintain access to key third-party service providers, could
have a material adverse effect on us.
● The market price and trading volume of our securities may be volatile.
● We are required to make continuing payments to our affiliates, which may reduce our cash flow and profits.
Additionally, conflicts of interest may arise between us and our affiliated companies and we have waived rights
for monetary damages in the event of such conflicts.
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Our company, Chicken Soup for the Soul Entertainment, Inc., is referred to in this Annual Report on Form 10-K as
“CSSE,” the Company,” or “we” or similar pronouns. References to:
PART I
● “CSS Productions” means Chicken Soup for the Soul Productions, LLC, our immediate parent;
● “CSS” means Chicken Soup for the Soul, LLC, our intermediate parent company;
● “CSS Holdings” means Chicken Soup for the Soul Holdings, LLC, the parent company of CSS and our ultimate
parent company;
● “Screen Media” means Screen Media Ventures, LLC, a wholly owned subsidiary of CSSE;
● “A Plus” means A Sharp Inc. (d/b/a A Plus), a wholly owned subsidiary of CSSE;
● “Pivotshare” means Pivotshare, Inc., a wholly owned subsidiary of CSSE;
● “Crackle Plus” means Crackle Plus, LLC, a wholly owned subsidiary of CSSE which was originally formed by
CSSE and CPE Holdings, Inc. (an affiliate of Sony Pictures Television Inc.);
● “Landmark Studio Group” means Landmark Studio Group, a majority owned subsidiary of CSSE;
● “Halcyon Television” means Halcyon Television, LLC, a wholly owned subsidiarity of CSSE;
● “CSS AVOD” means CSS AVOD Inc., a majority owned subsidiary of CSSE;
● “1091 Pictures” means TOFG, LLC, a wholly owned subsidiary of Screen Media Ventures, LLC; and
● “Redbox” means Redbox Automated Retail, LLC, a wholly owned subsidiary of CSSE.
ITEM 1. Business
Overview of our Business
Chicken Soup for the Soul Entertainment provides premium content to value-conscious consumers. The Company is one of
the largest advertising-supported video-on-demand (AVOD) companies in the US, 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 (FAST) service with over 160 channels as well as a transactional video-on-demand
(TVOD) service, and a network of approximately 32,000 kiosks across the U.S. for DVD rentals. 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. The company’s best-in-class ad sales organization is known
to advertisers as Crackle Plus, a sales platform of unique scale and differentiated reach. Crackle Plus combines the ad
inventory of our owned-and-operated networks and inventory with over 20 other premium AVOD partners who have
chosen us to represent them in the marketplace. Across Redbox, Crackle, Chicken Soup for the Soul and Screen Media, the
Company has access to almost 70,000 content assets. 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 brand name.
Our AVOD services boast approximately 50 million monthly active users and are distributed through every major
distribution platform including Roku, Amazon Fire TV, Samsung, Vizio, Xbox, PlayStation and many more. Our
consumers view content produced through our various television production affiliates, acquired by Screen Media, or
licensed from Sony Pictures Television (SPT), Lionsgate, Paramount, Fox, Warner Bros. Discovery, Disney and more than
100 other production and distribution companies, as well as through our media partners. Crackle is among the most
watched ad-supported independent VOD streaming services and has multiple branded FAST networks, all of which offer
consumers free TV series and movies. Crackle is known for premium original and acquired content that delivers audiences
of scale across a demographic spectrum.
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Through our recently launched Chicken Soup for the Soul AVOD streaming service and FAST channel, we offer original
and acquired unscripted lifestyle and scripted series and theatrical content that appeals to women and families.
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
Discs® from its nationwide network of approximately 32,000 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 and 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, a FAST
service providing consumers access to over 160 linear channels. Chicken Soup for the Soul Entertainment also generates
revenue through its Redbox Service business by providing installation, merchandising and break-fix services to other kiosk
operators, and via Crackle Plus, selling third-party display advertising within Redbox’s mobile app, website, and e-mails,
as well as display and digital advertising at the kiosk.
Screen Media manages one of the industry’s largest independently owned television and film libraries consisting of
approximately 20,000 films and television episodes. Screen Media also acquires approximately 10 to 20 new feature films
and a few hundred genre titles each year. Screen Media provides content for the Crackle Plus portfolio and also distributes
its library to other exhibitors and third-party networks to generate additional revenue and operating cash flow. Our Halcyon
Television subsidiary manages the extensive film and television library we acquired from Sonar Entertainment in 2021.
This library is distributed by Screen Media and contains more than 1,000 titles, and 4,000 hours of programming, ranging
from classics, including The Little Rascals, Laurel & Hardy and Blondie (produced by Hal Roach Studios), to acclaimed
epic event mini-series such as Lonesome Dove and Dinotopia. Our Halcyon library titles have received 446 Emmy Award
nominations, 105 Emmy Awards and 15 Golden Globe Awards. In March of 2022, Screen Media acquired 1091 Pictures
that added approximately 4,000 films and episodes of licensed content as well as established FAST and AVOD channels in
genre specific verticals with approximately 1 billion yearly ad-impressions.
Chicken Soup for the Soul Television Group houses our film and television production activities and produces or co-
produces original content for Crackle Plus as well as content for other third-party networks. This group’s production efforts
are conducted through a number of affiliates, including Landmark Studio Group Chicken Soup for the Soul Studios,
Indian-centric Locomotive Global Inc., and Halcyon Studios, which was formed in connection with our acquisition of the
assets of Sonar Entertainment. Halcyon Studios develops, produces, finances, and distributes high-caliber scripted content
for our company for all platforms across a broad spectrum in the U.S. and internationally, including premium series such as
Hunters (Amazon Prime) and Mysterious Benedict Society (Disney+).
Collectively, Screen Media and Chicken Soup for the Soul Television Group enable us to acquire, produce, co-produce and
distribute content, including our original and exclusive content, in support of our streaming services. We believe that we
are the only scaled independent AVOD business with the proven capability to acquire, create and distribute original
programming, and that we have one of the largest libraries of company-owned and third-party content in the AVOD
industry. We believe this differentiation is important as consumers materially shift their viewing habits from traditional
network-scheduled, linear and broadcast viewing to individual, personalized on-demand viewing in response to the ever-
growing availability of high-speed content delivery across devices.
The U.S. market for AVOD and FAST saw record revenues approaching $17 billion in 2022 up approximately 40% from
2021. The industry projections have these revenues growing to $31 billion by 2027 in the U.S. and closer to $70 billion
worldwide. At the same time, advertising spending on traditional linear television networks is expected to decline as more
viewers transition from pay television subscriptions to connected TV (CTV) viewing. For these reasons, interest in the
AVOD business model is increasing, evidenced by traditional linear network operators increasingly seeking to acquire or
launch AVOD networks to maintain access to viewers making this transition and established SVOD players expanding
their offerings to include a hybrid AVOD that in most cases still requires a subscription fee. We believe free AVOD
networks will continue to accelerate growth, particularly as consumers seek affordable programming alternatives to
multiple SVOD offerings.
Since our inception in January 2015, our business has grown rapidly. For the full year 2022, our net revenue was $252.8
million, as compared to the full year 2021 net revenue of $110.4 million. Our 2022 Adjusted EBITDA was approximately
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$33.5 million, as compared to 2021 Adjusted EBITDA of $21.8 million. We had net losses of approximately
$(111.3) million in 2022, as compared to net losses of $(59.4) million in 2021. As described below in “Use of Non-GAAP
Financial Measure”, we use Adjusted EBITDA as an important metric for management. See “Item 7. Management’s
Discussion and Analysis of Financial Condition” and “Item 8. Financial Statements” for more information.
Our Strategy
We believe our company is in a differentiated position within the growing and evolving television industry, as we execute
our strategy to become the leading provider of premium entertainment for value-conscious consumers. We identified the
trends favoring the growth of free AVOD streaming services in 2015 and began building our direct-to-consumer (DTC)
offering in 2017, including the development of our original content production strategy. Since then, with Crackle and
Chicken Soup for the Soul, we have built premier ad-supported streaming services that deliver utility and value to viewers
and advertisers. With the addition of Redbox, we have added an iconic and beloved brand that enhances our existing
leadership in the AVOD landscape. Redbox’s connected TV app boasts a robust and integrated ad-supported VOD and free
live TV (FAST) service. Redbox’s DVD rental kiosks and connected TV transactional VOD businesses are perfectly
positioned to capitalize on the post-COVID resurgence of theatricals at the box-office. This combination of assets elevates
our newly combined company within the marketplace to a top 5 AVOD business and top 4 TVOD platform. We believe
Chicken Soup for the Soul Entertainment has the advantage of being unencumbered by the often-conflicting strategic
choices and priorities faced by diversified media companies that own both legacy linear television networks and VOD
streaming services intended to compete with legacy networks. We are singularly focused on the value-conscious consumer
and serving that consumer with unique and differentiated offerings that feature a range of mass-appeal and thematic
content, a focus on original and exclusive content, and which employ innovative user platforms and data analytics to
deliver more personalized viewing experiences and more engaging advertising. We are executing on our strategy in
multiple ways:
● Content: Maximize transactional revenue and cost-effectively grow our production business, our content
library, and our ownership of content rights.
o
Transactional revenue. As films exit the theatrical window, they enter the home video window in which
we are dominant player offering rentals and sales across both physical and TVOD. We are focused on
maximizing and accelerating transactional content revenue for both our Redbox physical and digital
businesses. As the volume, quality and cadence of significant theatrical releases returns to pre-COVID
levels, we expect to drive DVD rentals and sales higher at our vast national kiosk network, as well as
continue growing our TVOD rentals and sales.
o Original & exclusive programming. Our focus on “original and exclusive” content, supported by our
distribution and production business, is designed to distinguish our AVOD network brands among
viewers. We are able to add to our existing broad base of content without the significant capital outlay of
a traditional television or film studio by producing new originals at low cost through creative
partnerships, such as our popular series Going from Broke from executive producer Ashton Kutcher, and
Inside The Black Box, our innovative and award-winning look inside black Hollywood.
o Content acquisition and rights ownership. Through Screen Media, we continue to acquire the rights to
additional exclusive content. This strategy reduces our reliance on content licensing, which leads to
lower costs of revenue and increased gross margin and provides us with wider distribution opportunities
to generate additional revenue. When economically attractive, we often, from time to time, choose to sell
all or a subset of rights of an individual title in our content library to generate funds to keep our overall
investment in content cost effective and maximize returns to our investors. We consider all sources of
content recoupment revenue, including ancillary revenues and intellectual property infringement.
● Advertising: Utilize technology and data to deliver innovative advertising formats and relevant ads that
engage viewers.
o Advertiser-desired audience profile. We believe we enjoy strong relationships with leading advertisers
based on our demographic reach, our sales approach, and our commitment to premium content and
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innovative, engaging ad formats. Our networks offer advertisers a desirable target audience. For
example, the average age of our Crackle viewers is 33, compared to 58 for traditional broadcast
networks, and 54 for advertising-supported cable networks. We estimate that 32% of our viewers fall in
the 18-34 age demographic.
Diverse sales channels. We employ a diverse and targeted advertising sales strategy, using direct, local
reseller and programmatic sales channels to provide us with optionality based on market conditions. Most
of our advertising revenues are derived from direct sales and local reseller agreements, which we believe
give us greater margin contribution and control over our advertising avails than is possible with
traditional programmatic advertising. The majority of our programmatic advertising sales are sold by our
direct sales force and executed programmatically, providing greater insights and data to our customers,
resulting in higher-than-normal programmatic CPMs.
o
Technology investment. As we grow our portfolio of streaming services, we continue to upgrade our
entire suite of streaming applications to add value for advertisers and enhance the user experience,
including more intuitive navigation, enhanced video players, seamless ad insertion and better content
recommendation engines. As we execute on these initiatives, we believe we will be positioned to
increase both overall advertising sales and ad insertion rates, firmly establishing our streaming services
as a compelling option for advertisers compared to traditional linear broadcast or cable networks.
● Direct-to-consumer (DTC): Grow distribution to gain new viewers and employ sophisticated data analytics
to deliver more compelling experiences.
o Content and Distribution. We exploit our growing libraries of premium content to grow and retain
viewers on our streaming services. To augment audience acquisition, we have engaged in distribution
arrangements with an increasing number of media platforms including Roku, Amazon Fire, Vizio,
Samsung, LG and others, as well as increased advertising and branding on and off media platforms. For
example, we have distribution partnerships with Vizio and Hisense for Crackle and Redbox buttons on
millions of new television remote controls sold over the next year, which increases consumer awareness
of Crackle and Redbox and guides them directly to our connected TV apps.
o New Genre-Specific Networks. With the addition of Redbox, we now own and operate 15 clearly
branded, curated and widely distributed FAST channels. As we grow our content libraries, we are also
continuously evaluating opportunities to create new thematic AVOD and FAST networks that focus on
certain genres and types of programming, and we expect these networks to deliver more targeted
advertising opportunities to marketers.
o Personalized Viewer Experiences. As we grow our audience, we are creating a large, valuable data base
that we use to better understand what our viewers watch and how they engage with advertising. We are
increasingly investing in capabilities to manage and analyze our data with the goal of better
personalizing viewer experiences and enabling targeted advertising.
● Business-to-business (B2B): Accelerate revenue for the Company’s B2B initiatives in key areas.
o Redbox Service Business. Redbox supports its 32,000-strong DVD kiosk network with a nationwide field
team that handles on-site break-fix and maintenance along with the stocking of merchandise. In 2016, to
maximize personnel, resources, and generate new revenue, Redbox began using its kiosk team to also
service third-party kiosks. This initial test of capabilities has flourished and is now a sophisticated and
fast-growing service business for multiple third-party companies with thousands of kiosks, including
ecoATM and Coinstar. We are focused on the growth of the Redbox Service Business and expect the
strength of its positive trajectory to continue.
o Crackle Plus. As the first AVOD of scale, Crackle has always been in a leadership position. But we
realized several years ago that smaller independent AVODs were disadvantaged in the marketplace.
Without scale and a volume of impressions, some players struggled to gain the attention of agencies and
clients. As AVODs approached our Company for assistance in ad sales, we found there was a healthy,
growing and profitable business in representing third-party networks and their inventory with
advertisers. Crackle Plus now manages ad sales for over 20 other AVODs. We expect the number of
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partners to continue to grow, which benefits the Company’s scale and revenue, as well as our affiliated
AVODs.
o
Screen Media Ventures (SMV). While Screen Media’s primary goal is to acquire content for our owned-
and-operated networks, SMV’s distribution team works with our networks to optimally window content
and license it to third parties wherever possible. Through this strategy, SMV has become a leading
content provider for third-party streaming and linear networks. The Company expects to continue this
fly-wheel of content acquisitions that leads to monetization through content licensing.
Competition
We are in a highly competitive business. The market for streaming entertainment is rapidly changing. We face competition
from companies within the entertainment business and from alternative forms of leisure entertainment, such as travel,
sporting events, outdoor recreation, video games, the internet and other cultural and computer-related activities. We
compete for viewers and programming with companies such as Netflix, HBO Max, Hulu, Amazon Prime Video, Disney
Plus, Paramount Plus, Fox, and major film and television studios. We also compete with numerous independent motion
picture and television distribution and production companies, television networks, pay television systems and online media
platforms for viewers, subscribers, and the services of performing artists, producers and other creative and technical
personnel and production financing, all of which are essential to the success of our businesses.
In addition, our video content competes for media outlet and audience acceptance with video content produced and
distributed by other companies. As a result, the success of any of our video content is dependent not only on the quality and
acceptance of a particular production, but also on the quality and acceptance of other competing video content available in
the marketplace at or near the same time.
Given such competition, and our stage of development, we emphasize a lower cost structure, risk mitigation, reliance on
financial partnerships and innovative financial strategies. We rely on our flexibility and agility as well as the
entrepreneurial spirit of our employees, partners and affiliates, in order to provide creative, desirable video content.
Intellectual Property
We are party to the “CSS License Agreement,” (as defined) through which we have been granted the perpetual, exclusive,
worldwide license by CSS to exclusively exhibit, produce and distribute video content using the Chicken Soup for the Soul
brand and related content, such as stories published in the Chicken Soup for the Soul books. Chicken Soup for the Soul and
related names are trademarks owned by CSS. We have the proprietary rights (including copyrights) in all company-
produced content and believe the Brand provides a competitive advantage in attracting advertisers and entertainment talent.
As a result of the acquisitions of Screen Media, Crackle, the assets of Sonar Entertainment, 1091 Pictures and the licensing
of other libraries we now own copyrights or long-term distribution rights and AVOD rights to approximately 110,000
programming assets totaling over 94,000 programming hours.
We rely on a combination of copyright, trademark, trade secret laws, confidentiality procedures, contractual provisions and
other similar measures to protect our proprietary information and intellectual property rights. Our ability to protect and
enforce our intellectual property rights is subject to certain risks and from time to time we encounter disputes over rights
and obligations concerning intellectual property, which are described more fully in the section titled “Risk Factors”.
Human Capital Management
At Chicken Soup for the Soul Entertainment, we aim to bring out the best of our employees and consultants. We are
committed to developing our employees and encourage and facilitate the development of our employees through our
People Operations department. We depend on a highly educated and skilled workforce. We seek to advance a diverse,
equitable and inclusive work environment for all employees. Our ability to attract, develop and retain the best talent, is
critical for us to execute our strategy and grow our businesses.
As of December 31, 2022, we had 1,329 direct employees. The services of certain personnel, including our chairman and
chief executive officer and our senior brand advisor and director, among others, are provided to us under the Management
Services Agreement dated May 12, 2016, between us and CSS (“CSS Management Agreement”). We also utilize
consultants in the ordinary course of our business and hire additional personnel on a project-by-project basis. We believe
that our employee and labor relations are good, and we are committed to inclusion and strict policies and procedures to
maintain a safe work environment. We have taken measures to protect our workforce in response to the COVID-19
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pandemic, including allowing employees to work from home when possible and implementing safety protocols to support
our employees required to work onsite.
We value our employees and invest in them and their communities. Recently, we joined a growing group of companies
working with Good Today to enable our employees to participate in supporting non-profit organizations to support
initiatives that have a positive global impact.
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ITEM 1A. Risk Factors
In connection with any consideration or evaluation of our company, you should read and carefully consider the risks
associated with our business and operations, including those described below. Any of the risks could have a material
adverse effect on our business, financial condition, cash flows and results of operations.
Risks Relating to Integration of Redbox into Our Existing Operations
Following our recent acquisition of Redbox, we face numerous risks that are in addition to, and differ from, those we have
historically faced.
Our consolidated operations and financial position are different from our consolidated operations and financial
position before the completion of the acquisition of Redbox through a series of mergers (the “Merger). For example,
the renting of physical DVDs to consumers through Redbox’s legacy kiosk operations is a relatively new area of
business for our company. Further, in connection with the Merger we assumed approximately $366.3 million of
Redbox indebtedness. The results of operations of the combined companies may be affected by risk factors that are
different from those that individually affected the results of operations of CSSE and Redbox respectively prior to the
Merger. Our results of operations and, relatedly, the market price and performance of our Class A Common Stock and
other publicly traded securities is likely to be different from what may have been expected prior to the Merger.
CSSE’s ability to utilize its historic U.S. net operating loss carryforwards may be limited.
As of December 31, 2022, inclusive of Redbox, we had combined consolidated U.S. federal net operating loss
carryforwards (“NOLs”) of approximately $145.0 million, with $10.8 million incurred prior to January 1, 2018,
which will begin to expire, if unused, in 2031 and the remaining $134.2 million incurred on or after January 1, 2018,
which will not expire and will be carried forward indefinitely. Our ability to utilize these NOLs and other tax
attributes to reduce future taxable income depends on many factors, including our future income, which cannot be
assured. Section 382 of the Code (“Section 382”) generally imposes an annual limitation on the amount of NOLs that
may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under
Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are
each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage
points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership
change occurs, utilization of the relevant corporation’s NOLs would be subject to an annual limitation under
Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such
corporation’s stock at the time of the ownership change by (ii) a percentage approximately equivalent to the highest
yield on long-term tax-exempt bonds in effect for any month during the three-month period ending the month in
which the ownership change occurs (2.54% for August 2022, the date of the business combination). Any unused
annual limitation may be carried over to subsequent years.
Redbox is expected to be deemed to have undergone an ownership change under Section 382 as a result of the
Merger, which would trigger a limitation (calculated as described above) on our ability to utilize any historic Redbox
NOLs. Although our issuance of stock in the Merger, standing alone, was insufficient to result in an ownership
change with respect to our company, we cannot assure you that we will not be deemed to have undergone an
ownership change as a result of the Merger when taking into account other changes in ownership of our stock
occurring within the relevant three-year period described above. If we were to be deemed to have undergone an
ownership change as a result of the Merger, we may be prevented from fully utilizing our historic NOLs incurred
prior to January 1, 2018.
Uncertainties associated with the integration of Redbox into CSSE as a result of the completed Merger may cause a loss of
management personnel and other key employees, which could adversely affect the future business and operations of CSSE
following the Merger.
We are dependent on the experience and industry knowledge of its officers and other key employees to execute our
business plans. Our success following the Merger depends in part upon our ability to retain key management
personnel and other key employees. It is possible that the employees of our combined companies may experience
uncertainty or disaffection about their roles within our company or the about the operations of the combined
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companies during our ongoing integration efforts as a result of the Merger, which may have an adverse effect on our
ability to retain or attract key management and other key personnel. In addition, the loss of key Redbox personnel
during the integration process or at any time thereafter could diminish the anticipated benefits of the Merger. No
assurance can be given that we will be able to successfully retain or attract key management personnel and other key
employees.
The business relationships of CSSE may be subject to disruption due to uncertainty associated with the Merger, which could
have a material adverse effect on the results of operations, cash flows and financial position of CSSE pending and following
the Merger.
Parties with which our company or Redbox did business prior to the Merger may experience uncertainty with respect
to current or future business relationships with our combined companies as a result of the Merger. Our business
relationships with such parties may be subject to disruption as customers, distributors, suppliers, vendors, landlords,
joint venture partners and other business partners may attempt to delay or defer entering into new business
relationships, negotiate changes in existing business relationships or consider entering into business relationships
with parties other than our company as a result of the Merger. These disruptions could have a material and adverse
effect on the results of operations, cash flows and financial position of our company, as well as a material and
adverse effect on our ability to realize the expected cost savings and other benefits of the Merger.
The projected combined financial results, cost savings and other benefits following the Merger may not be realized.
In determining to consummate the Merger, our company and Redbox utilized financial estimates and forecasts that
were based on assumptions of, and information available to, our management and Redbox’s management, as
applicable, when prepared, and these estimates and assumptions were and remain subject to uncertainties, many of
which are beyond our control. Our company and Redbox used different assumptions with respect to their evaluation
of the future prospects of the legacy business of Redbox in connection with the evaluation of the Merger. Actual
future results may vary materially from the projections, estimates and assumptions utilized in connection with an
evaluation and consideration of the Merger, and we may not realize the projected combined financial and operating
results or cost-savings and other benefits from the Merger.
The combined company following the Merger has significant indebtedness that exceeds the debt obligations of our pre-
Merger company and Redbox in the aggregate prior to the Merger. Any inability to support debt repayment requirements, will
materially adversely affect CSSE, its operations and financial condition.
As a result of the consummation of the Merger, we have significant aggregate indebtedness in excess of our
indebtedness prior to the Merger, and have significant monthly, quarterly and annual debt and preferred stock
dividend obligations, which need to be met from operational cash flow, existing and future credit facilities, debt
financings and/or equity financings, which may not be available to CSSE as and when required or on commercially
reasonable terms. The company does have tools to help manage its cash flows needs under our HPS Credit Facility,
including the right to PIK interest for the first eighteen months, the right to secure an asset-based lending accounts
receivable facility and the right to secure normal course film financings. Additionally, if necessary, the company has
the right to defer monthly cash dividends payments on our Series Class A Preferred Stock and instead, let them
accumulate.
As of December 31, 2022, CSSE had aggregate gross indebtedness of $500.2 million, including its obligations under
the HPS Credit Facility, MUFG Union Bank (formerly known as Union Bank) film financing facility, its outstanding
publicly traded 9.50% notes (Nasdaq Symbol: CSSEN) and capital leases. In connection with the execution of the
Merger Agreement, CSSE and HPS executed a commitment letter pursuant to which, at the Effective Time, CSSE
obtained from HPS and its affiliates (i) a term loan facility consisting of the conversion and assumption by CSSE of
all “Senior Obligations” under (and as defined in) the Redbox Amended Credit Agreement (other than any
outstanding Sixth Amendment Incremental Revolving Loans (as defined in the Redbox Amended Credit Agreement)
under the Redbox Amended Credit Agreement) and (ii) an $80 million revolving credit facility (with any outstanding
the Sixth Amendment Incremental Revolving Loans under the Redbox Amended Credit Agreement being deemed,
and assumed by CSSE as, revolving loans thereunder). In connection with the Merger, our company assumed $357.5
million of debt under the HPS Credit Facility and $8.8 million of debt under Redbox’s MUFG Union Bank film
financing facility and capital leases. If the combined company’s monthly and
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annual cash flow is not adequate to cover such debt service obligations, other existing capital resources of our
company would need to be utilized. If these resources also prove inadequate to service all debt obligations, we will
need to secure additional financing through debt and/or equity financing. Any such financing would have the effect
of further leveraging our company and/or diluting its existing stockholders. If needed, such additional financing may
not be available as and when required, or on terms that are commercially reasonable. In the event we are unable to
satisfy our debt service obligations following the Merger from cash flows from operations and existing resources and
are unable to secure additional financing as and when needed, we may be required to curtail all or some of our
operations and/or dispose of assets or take other measures required to diminish such debt service obligations or raise
capital resources as necessary to satisfy same. In addition, substantially all our assets have been pledged in
connection with such indebtedness, and any event of default under such indebtedness could lead to foreclosure of
some or all of such assets. However, the Company does have the ability to secure any additional first lien asset-based
accounts receivable lending facility and to secure first lien film financing facilities.
We may be unable to integrate the business of Redbox successfully or realize the anticipated benefits of the Merger.
The Merger involved the combination of two companies that previously operated as independent public companies.
The combination of two independent businesses is complex, costly and time consuming, and the combined company
has been required to devote significant management attention and resources to integrating our and Redbox’s
respective business practices and operations. Potential difficulties that the companies may encounter as part of the
integration process include the following:
● the inability to successfully integrate the business of Redbox in a manner that permits us to achieve, on a
timely basis or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to
result from the Merger;
complexities associated with managing the combined businesses, including difficulty addressing possible differences
in operational philosophies and the challenge of integrating complex systems, technology, networks, processes and
other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers,
suppliers, employees and other constituencies;
● the assumption of contractual obligations with less favorable or more restrictive terms;
● potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger;
● diversion of the attention of our management; and
● the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards,
controls, procedures, and policies.
Any of these issues could adversely affect our combined company’s ability to maintain relationships with customers,
suppliers, employees and other constituencies or achieve the anticipated benefits of the Merger or could reduce our
earnings or otherwise adversely affect our business and financial results.
The synergies attributable to the Merger may vary from expectations.
We may fail to realize the anticipated benefits and synergies expected from the Merger, which could adversely affect
our business, financial condition and operating results. The ultimate success of the Merger depends, in significant
part, on our ability to successfully integrate the acquired Redbox businesses and realize the anticipated strategic
benefits and synergies from the combination. We believe that the addition of Redbox complements our pre-Merger
strategy by providing operational and financial scale, increasing free cash flow, and enhancing our corporate rate of
return. However, achieving these goals requires, among other things, realization of the targeted cost synergies
expected from the Merger. The anticipated benefits of the transaction may not be realized fully or at all or may take
longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at
all, may be less significant than expected or may take longer to achieve than
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anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected
from the Merger within the anticipated timing or at all, our business, financial condition and operating results may be
adversely affected.
Our future results will suffer if we do not effectively manage our expanded operations.
Following the Merger, the size and geographic footprint of the business of CSSE will increase. CSSE’s future success
will depend, in part, upon its ability to manage this expanded business, which may pose substantial challenges for
management, including challenges related to the management and monitoring of new operations and associated
increased costs and complexity. CSSE may also face increased scrutiny from governmental authorities as a result of
the increase in the size of its business. There can be no assurances that CSSE will be successful or that it will realize
the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from
the Merger.
The Merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other
business partners and may result in the termination of existing contracts.
Some of the customers, distributors, producers, suppliers, vendors, landlords, joint venture partners and other
business partners of CSSE or Redbox may terminate or scale back their current or prospective business relationships
with the combined company. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture
partners and other business partners are adversely affected by the Merger or any other reason, including without
limitation if CSSE loses the benefits of any of the contracts of CSSE or Redbox, CSSE’s business and financial
performance could suffer.
Risks Relating to COVID-19
Our business, results of operations, and financial condition may be impacted by the evolution of the coronavirus
(COVID-19).
The global spread of the coronavirus (COVID-19) and the various attempts to contain it have created significant volatility,
uncertainty and economic disruption. In response to government mandates, health care advisories, and employee and
vendor concerns, we altered certain aspects of our operations during the pandemic, including implementing a work from
home policy for all our employees. We have now re-opened our offices. Many employees are returning to our offices as we
operate under a “hybrid” working environment, where office employees may have the flexibility to work remotely at least
some of the time. It is possible, however, that Covid-related conditions worsen, including as result of the emergence of new
strains of the virus, which could force us to return to remote operations in whole or part. Although we believe we
transitioned our operations to handle remote working conditions efficiently, requirements to implement remote working
policies in the future could adversely impact our productivity and the internal controls over our operations.
Although our operations have been returning to normal conditions, our business and results have been affected by COVID-
19 and our financial results and metrics may not be indicative of results for future periods. In addition to production delays
experienced by our company and third-party producers, we also saw material decreases, for a time, in advertising
expenditures as a result of general economic conditions. Although we continually seek to build and retain our user base
through the introduction of new content and improved user experiences, user growth could slow or reverse as government
and other restrictions are relaxed.
Any resurgence of COVID-19, including variants thereof, or an outbreak of other highly contagious viruses, could disrupt
our business in material ways, including disruptions similar to those experienced during the pandemic as well as additional
disruptions. During the pandemic, from time to time, the production of our content by our company and third-party
producers was halted or slowed, limiting our ability to introduce new content as previously scheduled. To the extent any
future economic disruption resulting from COVID-19 or similar pandemics is severe, we could see some vendors go out of
business, resulting in supply constraints and increased costs or delays to our productions. Such production pauses may
cause us temporarily to have less new content available on our services in subsequent quarters, which could negatively
impact consumer demand for and user retention to our services. Temporary production pauses or permanent shutdowns in
production could result in content asset impairments or other charges and will change the timing and amount of cash
outflows associated with production activity.
The full extent to which any future or continued outbreaks of COVID-19 or other viruses impact our business, operations
and financial results will depend on numerous factors that we may not be able to accurately predict, including: the duration
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and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in
response to the pandemic; the availability and cost to access the capital markets; the effect on our customers and customer
demand for our services; disruptions or restrictions on our employees’ ability to work and travel; our ability to hire and
retain qualified personnel as a result of increased competition for such personnel; our ability to access resources, including
technology related resources needed for maintenance, modification, and improvement of our platforms, in the face of
supply scarcity and supply pipeline delays; interruptions or restrictions related to the provision of streaming services over
the internet, including impacts on content delivery networks and streaming quality; and any stoppages, disruptions or
increased costs associated with our development, production, post-production, marketing and distribution of original
programming.
Risks Relating to Our Business
We have incurred operating losses in the past, may incur operating losses in the future, and may never achieve or
maintain profitability.
As of December 31, 2022 and 2021, we had a deficit of approximately $(247.8) million and $(136.5) million, respectively,
and for the years ended December 31, 2022 and 2021, we had a net loss of approximately $(111.3) million and $(59.4)
million, respectively. We expect our operating expenses to increase in the future as we continue to expand our operations. If
our revenue and gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and
maintain profitability. Although we believe we have adequate sources of liquidity to meet our anticipated requirements for
working capital, capital expenditures, cash dividend payments on our 9.75% Series A Cumulative Redeemable Perpetual
Preferred Stock (“Series A Preferred Stock”), and cash interest payments on our outstanding publicly traded notes
(“Notes”), credit facilities, and other debt obligations, there can be no assurance that our cash flow from operations will be
sufficient to service our debt, which may require us to borrow additional funds for that purpose, restructure or otherwise
refinance our debt. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications,
delays and other factors that may result in losses in future periods. If our expenses exceed our revenue, we may never
achieve or maintain profitability and some or all aspects of our business operations may need to be modified or curtailed.
We may not be able to generate sufficient cash to service our debt and other obligations.
Our ability to make payments on our debt, including our cash dividend payments on our Series A Preferred Stock, and
interest payments on our outstanding Notes, our credit facilities, and our other debt obligations, will depend on our
financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain
financial, business and other factors beyond our control. We may be unable to attain a level of cash flows from operating
activities sufficient to permit us to pay all of our obligations as and when due.
If we are unable to service our debt and other obligations from cash flows, we may need to refinance or restructure all or a
portion of such obligations prior to maturity, utilize our ability to PIK the interest related to our HPS debt facilities, and/or
defer dividend payments on our preferred stock. Our ability to refinance or restructure our debt and other obligations will
depend upon the condition of the capital markets and our financial condition at such time. Any refinancing or restructuring
could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict
our business operations. If our cash flows are insufficient to service our debt and other obligations after utilizing the
interest and dividend payment deferral tools available to us, we may not be able to refinance or restructure any of these
obligations on commercially reasonable terms or at all and any refinancing or restructuring could have a material adverse
effect on our business, results of operations, or financial condition.
If our cash flows are insufficient to fund our debt and other obligations, and we are unable to refinance or restructure these
obligations, we may be forced to reduce or delay investments or to sell material assets or operations to meet our debt and
other obligations. We cannot assure you that we would be able to implement any of these alternative measures on
satisfactory terms or at all or that the proceeds from such alternatives would be adequate to meet any debt or other
obligations then due. If it becomes necessary to implement any of these alternative measures, our business, results of
operations, or financial condition could be materially and adversely affected.
We may not realize the advantages we expect from our acquisitions.
Part of our growth strategy has been and will continue to be the acquisition of scalable assets to build our business. Our
relatively recent acquisitions of Redbox, 1091 Pictures, Crackle, and the assets of Sonar, require time-consuming and
costly integration efforts. We may not be successful in the efficient integration of assets into our operations as we acquire
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them, and may not realize the anticipated benefits of such acquisitions. As we grow as a result of acquisitions, we will need
to hire additional qualified personnel and may need to secure additional debt or equity financing to fund all or a portion of
the cost of acquisitions or the post-closing integration and operation of these assets. The incurrence of additional debt or
issuance of additional equity would result in additional leverage of our company and dilution of ownership interests
therein. Our operating results may fluctuate from period to period due to the costs and expenses of acquiring and managing
our acquisitions.
We are subject to numerous other risks associated with acquisitions, business combinations, or joint ventures.
As part of our growth strategy, we regularly engage in discussions with respect to possible acquisitions, sale of assets,
business combinations, and joint ventures intended to complement or expand our business, some of which may be
significant transactions for us. Regardless of whether we consummate any such transaction, the negotiation of a potential
transaction could require us to incur significant costs and cause diversion of management’s time and resources.
Integrating any business that we acquire may be distracting to our management and disruptive to our business and may
result in significant costs to us. We could face several challenges in the consolidation and integration of information
technology, accounting systems, personnel and operations. Any such transaction could also result in impairment of
goodwill and other intangibles, development write-offs and other related expenses. Any of the foregoing could have a
material adverse effect on our business, financial condition, operating results, liquidity and prospects.
If our efforts to attract and retain consumers are not successful, our business may be adversely affected.
Our success depends in part on attracting consumers, retaining them on our VOD services and physical rental business, and
ultimately monetizing our VOD services and content offerings. As such, we are seeking to expand our consumer base and
increase the number of hours that are streamed across our platforms, increase the number of rentals, expand our kiosk
servicing business to create additional revenue opportunities. To attract and retain consumers, we need to be able to
respond efficiently to changes in their tastes and preferences and to offer them access to the content they enjoy on terms
that they accept. Effective monetization may require us to continue to update the features and functionality of our VOD
offerings for consumers, content providers, DVD suppliers, and advertisers.
Our ability to attract consumers will depend in part on our ability to effectively market our services and physical rental
business offering, as well as provide a quality experience for selecting and viewing TV series and movies. Furthermore, the
relative service levels, content and DVD offerings, pricing and related features of competitors as compared to our services
will determine our ability to attract and retain consumers. Competitors include other streaming entertainment providers,
including those that provide AVOD, TVOD and SVOD offerings, and other direct-to-consumer video distributors and more
broadly other sources of entertainment that our viewers could choose in their moments of free time. If consumers do not
perceive our service and physical rental business offerings to be of value, including if we introduce new or adjust existing
features or service offerings, or change the mix of content in a manner that is not favorably received by them, we may not
be able to attract and retain consumers. In addition, many of our consumers originate from word-of-mouth advertising from
our consumer base. If we do not grow as expected, we may not be able to adjust our expenditures or increase our revenues
commensurate with the lowered growth rate such that our margins, liquidity and results of operation may be adversely
impacted. If we are unable to successfully compete with current and new competitors in both retaining our existing
consumer base and attracting new consumers, our business may be adversely affected.
Changes in competitive offerings for entertainment video could adversely impact our business.
The market for entertainment video is subject to rapid change. Through new and existing distribution channels, consumers
have increasing options to access entertainment video. The various economic models underlying these channels include
subscription, transactional, physical rental, and ad-supported models. All of these have the potential to capture meaningful
segments of the entertainment video market. Traditional providers of entertainment video, including broadcasters and cable
network operators, as well as internet-based e-commerce or entertainment video providers are increasing their streaming
video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition,
exclusive rights to certain content and significant financial, marketing and other resources. Competitors may secure better
terms from content suppliers and devote more resources to product development, technology, infrastructure, content
acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique
offerings or approaches to providing entertainment video. Our competitors also may enter into business combinations or
alliances that strengthen their competitive positions. If we are unable to successfully or profitably compete
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with current and new competitors, our business may be adversely affected, and we may not be able to increase or maintain
market share, revenues or profitability.
Our long-term results of operations are difficult to predict and depend on the results of our physical rental business, the
commercial success of our VOD platforms as well as successful monetization of our video content in other ways and the
continued strength of the Chicken Soup for the Soul Brand.
Home entertainment is a rapidly evolving industry, making our business and prospects difficult to evaluate. The growth and
profitability of this industry and the level of demand and market acceptance for our physical rental business, VOD
platforms and content offerings are subject to a high degree of uncertainty. The success of our physical rental business
depends in large part on our ability to obtain adequate content from movie studios, maintain contractual relationships with
our retail partners in strategic, high-traffic locations, and effectively respond to ongoing cost- and pricing-related pressures.
Cancellation, non-renewal, adverse renegotiation of or other changes to these relationships could seriously harm our
business, reputation, financial condition and results of operations. We face ongoing pricing pressure from our retail partners
to increase the service fees we pay to them on our products and services or to make other financial concessions to win or
retain their business. If we are unable to respond effectively to ongoing pricing-related pressures, we may fail to win or
retain certain accounts.
We believe that the continued growth of streaming as an entertainment alternative will depend on the availability and
growth of cost-effective broadband internet access, the quality of broadband content delivery, the quality and reliability of
new devices and technology, the cost for viewers relative to other sources of content, as well as the quality and breadth of
content that is delivered across streaming platforms. These technologies, products and content offerings continue to emerge
and evolve. In addition, many advertisers continue to devote a substantial portion of their advertising budgets to traditional
advertising, such as linear TV, radio and print. The future growth of our business depends on the growth of digital
advertising, and on advertisers increasing their spend on such advertising. We cannot be certain that they will do so. If
advertisers do not perceive meaningful benefits of digital advertising, the market may develop more slowly than we expect,
which could adversely impact our operating results and our ability to grow our business.
In addition, monetization of content that we produce and acquire from sources other than our AVOD network is an
essential element of our strategy. Our ability in the long-term to obtain sponsorships, licensing arrangements, co-
productions and tax credits and to distribute our original programming and acquired video content will depend, in part,
upon the commercial success of the content that we initially produce and distribute and, in part, on the continued strength
of the Chicken Soup for the Soul brand (the “Brand”). We cannot ensure that we will produce, acquire, and distribute
successful content. The continued strength of the Brand will be affected in large part by the operations of our parent
company, Chicken Soup for the Soul, LLC (“CSS”), the owner of the Brand, and its other business operations, none of
which we control. CSS utilizes the Brand through its other subsidiaries for various commercial purposes, including the sale
of books (including educational curriculum products), pet foods and other consumer products. Negative publicity relating
to CSS or its other subsidiaries or the brand, or any diminution in the perception of the Brand could have a material adverse
effect on our business, financial condition, operating results, liquidity and prospects. We cannot assure you that we will
manage the production and distribution of all of our video content successfully, that all or any portion of our video content
will be met with critical acclaim or will be embraced by audiences on a one-time or repeated basis, or that the strength of
the Brand will not diminish over time.
We may not be successful in our efforts to further monetize our VOD services.
We are expanding our operations and scaling our TVOD streaming service to effectively and reliably handle anticipated
growth in transactions, users and features. As this offering evolves, we are developing technology, and are managing and
adjusting our business to address varied content offerings, industry best practices related to e-commerce and streaming
video, as well as evolving legal and regulatory environments. While we have experienced, and expect to continue to
experience, growth in our TVOD service, we may expand the service in a manner that is not well received by consumers or
the marketplace. Additionally, this expansion has placed, and may continue to place, significant demands on our
operational, financial and administrative infrastructure and our management. In pursuing this expansion strategy, we expect
to incur significant operating and capital expenditures. It is possible that we will not be able to grow our revenues through
this strategy, or if growth is achieved, that it will be maintained for any significant period, or at all.
Our AVOD platforms generate revenue primarily from digital advertising and audience development campaigns that run
across our streaming platform and from content distribution services. Our ability to deliver more relevant advertisements to
our viewers and to increase our platform’s value to advertisers and content publishers depends on the collection of user
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engagement data, which may be restricted or prevented by a number of factors. Viewers may decide to opt out or restrict
our ability to collect personal viewing data or to provide them with more relevant advertisements. While we have
experienced, and expect to continue to experience, growth in our revenue from advertising, our efforts to monetize our
streaming platform through the distribution of AVOD content are still developing and our advertising revenue may not
grow as we expect. Accordingly, there can be no assurance that we will be successful in monetizing our streaming
platform through the distribution of ad-supported content.
In addition, with the recent spread of the coronavirus throughout the United States and the rest of the world, companies’
advertising plans and amounts available for advertising may be significantly restricted or discontinued which could also
impact our ability to monetize our AVOD platform.
Our reliance on third parties for content, production and distribution could limit our control over the quality of the
finished video content.
We currently have limited production capabilities and rely on relationships with third parties for much of these capabilities.
Working with third parties is an integral part of our strategy to produce video content on a cost-efficient basis, and our
reliance on such third parties could lessen the control we have over the projects. Should the third-party producers we rely
upon not produce completed projects to the standards we expect and desire, critical and audience acceptance of such
projects could suffer, which could have an adverse effect on our ability to produce and distribute future projects. In
particular, due to the global spread of COVID-19, and in response to government mandates and healthcare advisories, we
experienced delays in new content delivery as certain of our vendors and partners halted or diminished their operations.
Further, during any continuation of the COVID-19 pandemic or after it fully subsides, we cannot be assured of entering
into favorable agreements with third-party content producers on economically favorable terms or on terms that provide us
with satisfactory intellectual property rights in the completed projects.
There are risks related to our DVD kiosk rental business that may negatively impact our business.
We have invested, and plan to continue to invest, to maintain our infrastructure of Redbox kiosks in the United States.
Optimizing our physical Redbox business will depend substantially upon growth or minimizing decline in same store sales.
In addition, the home video distribution market is rapidly evolving as newer technologies and distribution channels
compete for market share, and we have experienced a secular decline in the physical rental market. As this evolution
continues, our DVD business and related operating results and financial condition will be adversely affected, and secular
declines may accelerate. Some additional risks that could negatively impact our results include:
● increased availability of digital movie content and changes in consumer content delivery and viewing options and
preferences, including increased use of online streaming, availability of content on portable devices, VOD,
SVOD, AVOD and time- and place-shifting technologies;
● increased competition in the advertising video-on-demand segment including alternative or non-traditional forms
of content, user generated content type offerings such as YouTube, free TV style offerings (including on-demand
options such as Crackle), proprietary Apps and Channels provided and populated by traditional TV and theatrical
content owners (Disney+, Peacock and similar channels);
● increased availability and quality of original programming and similar episodic content, and exclusive
arrangements with programmers, such as HBO, Showtime, Amazon and Netflix.
● Decreased costs for consumers to purchase or receive movie content, including less expensive DVDs, more
aggressive competitor pricing strategies and piracy;
● windowing of titles and DVDs may change without notice by the studios, DVDs may be released closer to
alternative types of content distribution or after alternative methods of content distribution which may impact
performance;
● increased operational costs; and
● supply chain delays for inventory and parts including physical discs, and kiosk parts.
As a result, while we believe that DVD rentals will rebound in the near term due to an increase in the quantity, quality,
and cadence of theatrical releases, after such rebound, we believe that our DVD business results could decline over
time. Further, any additional adverse developments relating to any of these risks, as well as others
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relating to our participation in the home video industry, could significantly affect our business, financial condition, and
operating results.
If we are unable to grow the client base of our third-party kiosk service business, our services line of business may be at
risk.
We currently leverage our large and remote Redbox kiosk field workforce to provide services to our third-party kiosk
owners. Our ability to engage and retain this workforce is necessary to merchandise and service our Redbox kiosks, meet
the demands of our retail partners and users, and deliver service for our service business accounts. If we cannot continue to
retain this workforce at adequate levels, our costs may rise, our service line of business may not meet committed service
levels and our customers and retail partners may be dissatisfied. If the network of kiosk we service declines (including our
own Redbox network of kiosk) or if we are unable to maintain key accounts (ecoATM and Amazon Locker being our
largest clients) or obtain new clients, we may not be able to continue this line of business and obtain expected benefits and
our business may be adversely affected.
If we do not manage the content and availability of our DVD library effectively, our business, financial condition and
results of operations could be materially and adversely affected.
A critical element of our Redbox business model is optimizing our library of DVD titles, formats, and copy depth to
achieve satisfactory availability rates to meet consumer demand while also maximizing margins. If we do not acquire
sufficient DVD titles, we may not appropriately satisfy consumer demand, which could decrease consumer satisfaction and
we could lose consumers to competitors. Conversely, if we attempt to mitigate this risk and acquire a larger number of
copies to achieve higher availability rates for select titles or a wider range of titles, our library utilization would become
less efficient and our margins for the Redbox business would be adversely affected. Our ability to accurately predict
consumer demand as well as market factors, such as our ability to obtain satisfactory distribution arrangements, may
impact our ability to acquire appropriate quantities of certain DVD titles in a timely manner. In addition, if we are unable to
obtain or maintain favorable terms from our suppliers with respect to such matters as timely movie access, copy depth,
formats and product destruction, among others, or if the price of DVDs increases or decreases generally or for certain titles,
our library may become unbalanced and our margins may be adversely affected.
Our business, financial condition and results of operations could be materially and adversely affected if certain
agreements do not provide the expected benefits to us. For example, agreements may require us to license minimum
quantities of theatrical and direct-to-video DVDs for rental at our kiosks. If the titles or format provided are not attractive
to our consumers, we could be required to purchase too many copies of undesirable titles or an undesirable format, possibly
in substantial amounts, which could adversely affect our Redbox business by decreasing consumer demand for offered
DVD titles and consumer satisfaction with our services or negatively impact margins.
If we are unable to comply with, or lack the necessary internal controls to ensure appropriate documentation and
tracking of our content library, we may, among other things, violate certain of our studio licensing arrangements, be forced
to pay a fee for unaccounted DVDs and be susceptible to risks of theft and misuse of property, any of which may
negatively affect our margins in the Redbox business. Any of these developments could have a material adverse effect on
our business, financial condition and results of operations.
Our failure to meet consumer expectations with respect to pricing our products and services may adversely affect our
business and results of operations.
Demand for our products and services may be sensitive to pricing changes. We evaluate and update our pricing
strategies from time to time, and changes we institute may have a significant impact on, among other things, our revenue
and net income. In the future, fee increases or pricing changes may deter consumers from using our kiosks or reduce the
frequency of their usage.
The long-term and fixed cost nature of our original or exclusive content distribution rights may limit our operating
flexibility and could adversely affect our liquidity and results of operations.
In connection with our exclusive licensing of content, we typically enter into multi-year commitments with studios and
other content providers. We also enter into multi-year commitments for content that we have exclusive distribution rights
to, either directly or through third parties, including elements associated with these productions such as non-cancelable
commitments under talent agreements.
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Given the multiple-year duration and largely fixed cost nature of some of our content commitments, if user acquisition
and retention do not meet our expectations, or if we are unable to distribute and license such content to third parties, our
margins may be adversely impacted. Payment terms for certain content commitments, such as content we have exclusive
distribution rights to under the Screen Media or Redbox Entertainment brands, will typically require more up-front cash
payments than other content licenses or arrangements whereby we do not provide minimum guarantees. To the extent user
and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely affected as a
result of content commitments and payment requirements of certain agreements. In addition, the long-term and fixed cost
nature of some of our content commitments may limit our flexibility in planning for, or reacting to changes in our business
and the market segments in which we operate. If we license and/or produce content that is not favorably received by
consumers or third-party distributors, acquisition and retention may be adversely impacted and given the fixed cost nature
of our content commitments, we may not be able to adjust our content offering quickly and our results of operation may be
adversely impacted. Further, there is significant competition for exclusive content, which may limit our ability to acquire a
sufficient number of titles or may cause increases in prices that impact profitability of titles acquired.
We may be unable to attract new partners, broaden current partner relationships, and penetrate new markets and
distribution channels.
To increase the optimal availability of our products and services, we may need to attract new partners, or broaden and
maintain relationships with current partners, and develop operational efficiencies that make it feasible for us to penetrate
lower density markets or new distribution channels. If we are unable to do so, our future business and financial
performance could be adversely affected.
The termination, non-renewal or renegotiation on materially adverse terms of Redbox’s contracts or relationships with
one or more of our significant retailers or studios could seriously harm its operations and our financial condition and
results of operations.
The success of our DVD business depends in large part on our ability to maintain contractual relationships with our
partners in profitable locations. Certain contract provisions with our partners vary, including product and service offerings,
the fees we are committed to pay, and the ability to cancel the contract upon notice after a certain period of time. For our
DVD business we typically enter multi-year kiosk installation agreements that automatically renew until we, or the retailer,
gives notice of termination. We strive to provide direct and indirect benefits to our partners that are superior to, or
competitive with, other providers or systems or alternative uses of the floor space that our kiosks occupy. We prefer to have
our kiosks placed at strategic, high-traffic locations within a partner location. If we are unable to provide them with
adequate benefits, we may be unable to maintain or renew our contractual relationships on acceptable terms, causing our
business, financial condition and results of operations to suffer. Additionally, to the extent a partner desires to periodically
remodel its stores, and to use the space previously allocated to Redbox for different purposes (e.g., home pickup and
delivery services), our business, financial condition and results of operations could suffer.
Although no individual retailer accounts for more than 10% of our consolidated revenue, Redbox does have retailers
that account for a substantial amount of Redbox’s physical rental business. For example, Redbox has significant
relationships with Wal-Mart Stores, Inc. and Walgreen Co. Although we have had, and expect to continue to have, a
successful relationship with these partners, changes will continue to occur both in the short- and long-term, some of which
could adversely affect our business and reputation. The Redbox relationship with Walmart is governed by contracts that
provide either party the right to terminate the contracts in their entirety, or as to any store serviced by the contracts, with or
without cause, on as little as 180 days’ notice. If we are unable to renew a relationship with one of these or any retail
partner at the end of their applicable term, and are unable to replace that relationship with an economically equivalent
relationship, our business, operations and financial results could be materially adversely affected.
Redbox’s business also depends on our ability to obtain adequate content from movie studios. We have entered into
licensing agreements with certain studios to provide delivery of their DVDs. If we are unable to maintain or renew our
current relationships to obtain movie content on acceptable terms, our business, financial condition and results of
operations may suffer.
If some or all of these agreements prove beneficial but are terminated early, we could be negatively impacted.
Moreover, if we cannot maintain similar arrangements in the future with these or other studios or distributors, or these
arrangements do not provide the expected benefits to us, our business could suffer.
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Payment of increased fees to retailers or other third-party service providers could negatively affect our business results.
We face ongoing pricing pressure from our retailers to increase the service fees we pay to them on our products and
services or to make other financial concessions to win or retain their business. If we are unable to respond effectively to
ongoing pricing-related pressures, we may fail to win or retain certain accounts. Our fee arrangements are based on our
evaluation of unique factors with each retailer, such as total revenue, long-term, non-cancelable contracts, installation of
our kiosks in high-traffic, geographic locations and new product and service commitments. Together with other factors, an
increase in service fees paid, or other financial concessions made to our retailers could significantly increase our direct
operating expenses in future periods and harm our business.
We are subject to payment processing risk.
We accept payment for movie rentals through debit card, credit card and online wallet transactions. We rely on internal
systems as well as those of third parties to process payments. The Durbin amendment to the Dodd-Frank Wall Street
Reform and Consumer Protection Act is unfavorable to us. We pay interchange and other fees, which have increased and
may increase further over time. Further, because Redbox processes millions of small dollar amount transactions, and
interchange fees represent a larger percentage of card processing costs compared to a typical retailer, we are relatively more
susceptible to any fee increase. When interchange or other fees increase, it generally raises our operating costs and lowers
our profit margins or requires that we charge our customers more for our products and services. To the extent there are
increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment
cards, delays in receiving payments from payment processors, changes to rules or regulations concerning payments, loss of
payment partners and/or disruptions or failures in our payment processing systems, partner systems or payment products,
including products we use to update payment information our revenue, operating expenses and results of operation could
be adversely impacted. In addition, from time to time, we encounter fraudulent use of payment methods, which could
impact our results of operations and if not adequately controlled and managed could create negative consumer perceptions
of our service. If we are unable to maintain our fraud and chargeback rate at acceptable levels, card networks may impose
fines, our card approval rate may be impacted and we may be subject to additional card authentication requirements. The
termination of our ability to process payments on any major payment method would significantly impair our ability to
operate our business.
We depend upon third-party manufacturers, suppliers and service providers for key components and substantial support
for our kiosks.
We conduct limited manufacturing and refurbishment operations and depend on outside parties to manufacture key
components of our kiosks. Third-party manufacturers may not be able to meet our manufacturing needs in a satisfactory
and timely manner. If there is an unanticipated increase in our manufacturing needs which are not met in a timely and
satisfactory manner, we may be unable to meet demand due to manufacturing limitations.
Some key hardware components used in our kiosks are obtained from a limited number of suppliers. We may be
unable to continue to obtain an adequate supply of these components from our suppliers in a timely manner or, if necessary,
from alternative sources. If we are unable to obtain sufficient quantities of components from our current suppliers or locate
alternative sources of supply in a timely manner, we may experience delays in installing or maintaining our kiosks, either
of which could seriously harm our business, financial condition and results of operations.
Redbox has faced global supply chain challenges with certain key hardware components used in our kiosks being
delayed. These supply chain constraints have resulted in inflationary pressure on component costs, longer lead times, and
increased freight costs caused, in part, by the COVID-19 pandemic and the uncertain economic environment. In addition,
current or future governmental policies may increase the risk of inflation, which could further increase the costs of
components for our kiosks. If we are unable to mitigate the impact of supply chain constraints and inflationary pressure,
our results of operations and financial condition could be negatively impacted.
Our business can be adversely affected by severe weather, natural disasters and other events beyond our control, such as
earthquakes, fires, power failures, telecommunication loss, impacts from climate change and terrorist attacks.
Our assets are located in areas that may be subject to natural disasters, such as earthquakes, and extreme weather
conditions, including, but not limited to, hurricanes, floods, tornados, wildfires, and winter storms. These assets may be
vulnerable to natural disasters, including those exacerbated by the effects of climate change, telecommunications failures,
and similar events. Such natural disasters, extreme weather conditions, or other events beyond our control may
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damage our kiosks and negatively impact our digital business and can, for extended periods of time, significantly reduce
consumer use of our products and services as well as interrupt the ability of our employees and third-party providers to
operate and service our legacy and digital businesses. We are also exposed to various risks arising out of man-made
disasters, including acts of terrorism and ongoing military actions, the continued threat of which could cause significant
volatility in financial markets, or otherwise trigger economic downturns.
A catastrophic event that results in the destruction or disruption of any of our critical business or information technology
systems could harm our ability to conduct normal business operations and our operating results. Material operating issues
arising from such events also could harm our company brand or reputation, which may impact our ability to acquire and
retain users, as well as scale and sell advertising to brand and advertising partners. Such losses may not be fully covered by
insurance. We do not currently expect that compliance with government laws and regulations concerning the environment
and those designated to address climate risk will have a material effect upon its capital expenditures, cash flow, financial
condition, earnings and competitive position.
An integral part of our strategy is to initially minimize our production, content acquisition and distribution costs by
utilizing funding sources provided by others, however, such sources may not be readily available.
The production, acquisition and distribution of video content can require a significant amount of capital. As part of our
strategy, we seek to fund the production, content acquisition, and distribution of our video content through co-productions,
tax credits, film acquisition advances, upfront fees from sponsors, licensors, broadcasters, cable and satellite outlets and
other producers and distributors, as well as through other initiatives. Such funding from the aforementioned sources or
other sources may not be available on attractive terms or at all, as and when we need such funding. To the extent we are not
able to secure agreements of this sort, we may need to curtail the amount of video content being produced or acquired by
us or use our operating or other funds to pay for such video content, which could have a material adverse effect on our
business, financial condition, operating results, liquidity and prospects. Due to the effect of the coronavirus, sponsors may
not have the interest or ability to enter into and invest in co-production agreements on terms that are attractive to us or at
all.
As we grow, we may seek to fund and produce more of our video content directly, subjecting us to significant additional
risks.
Our current strategy of funding the production, acquisition, and distribution of our video content through the payment of
upfront fees by third parties may limit the backend return to us. If we should determine to use our own funds to produce,
acquire, and distribute more of our video content in order to capture greater backend returns, we would face significant
additional risks, such as the need to internally advance funds ahead of revenue generation and cost recoupment and the
need to divert some of our resources and efforts away from other operations. In order to reduce these risks, we may
determine to raise additional equity or incur additional indebtedness. In such event, our stockholders and our company will
be subjected to the risks associated with issuing more equity or increasing our debt obligations.
If studios, content providers or other rights holders are unable or refuse to license content or other rights upon terms
acceptable to us, our business could be adversely affected.
Our ability to provide content depends on studios, content providers and other rights holders licensing rights to distribute
such content and certain related elements thereof, such as the public performance of music contained within the content we
distribute. If studios, content providers and other rights holders are not or are no longer willing or able to license us content
upon terms acceptable to us, our ability to provide content will be adversely affected and/or our costs could increase.
Increasingly, studios and other content providers have been developing their own streaming services, and may be unwilling
to provide us with access to certain content so that they can give exclusive access to their own streaming services. Under a
limited number of our license agreements, content owners can withdraw content from us relatively quickly and with short
notice. If we do not maintain content that our viewers are interested in, our viewership may decrease and our business
could be adversely affected.
Certain conflicts of interest may arise between us and our affiliated companies and we have waived certain rights with
respect thereto.
Our certificate of incorporation includes a provision stating that we renounce any interest or expectancy in any business
opportunities that are presented to us or our officers, directors or stockholders or affiliates thereof, except as may be set
forth in any written agreement between us and any of the CSS Companies (such as the CSS License Agreement under
which CSS has agreed that all video content operations shall be conducted only through our company). This provision also
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states that, to the fullest extent permitted by Delaware law, our officers, directors and employees shall not be liable to us or
our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any activities
of any of the CSS Companies. As a result of these provisions, there may be conflicts of interest among us and our officers,
directors, stockholders or their affiliates, including the CSS Companies, relating to business opportunities, and we have
waived our right to monetary damages in the event of any such conflict.
We are required to make continuing payments to our affiliates, which may reduce our cash flow and profits.
In consideration for use of the Brand, and the provisions of key operational resources to our company, we are required to
make significant payments to our affiliates as described under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Management and License Fees Affiliate company” in this Form 10-K.
Accordingly, in the aggregate, 10% of our net revenue is paid to our affiliates on a continuous basis and will not be
otherwise available to us. Beginning in August 2022, 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. As we grow our revenues, these payments could
become materially more costly than building and acquiring the same resources directly within our company. Similarly, as
we build our business and operations in areas outside of the Brand, the value received from licensing the Brand could
diminish on absolute and relative terms.
If a project we are producing incurs substantial budget overruns, we may have to seek additional financing from outside
sources to complete production or fund the overrun ourselves.
If a production we are funding incurs substantial budget overruns, we may have to seek additional financing from outside
sources to complete production or fund the overrun ourselves. We cannot be certain that any required financing will be
available to us on commercially reasonable terms or at all, or that we will be able to recoup the costs of overruns. Increased
costs incurred with respect to a project may result in the production not being ready for release at the intended time, which
could cause a decline in the commercial performance of the project. Budget overruns could also prevent a project from
being completed or released at all and adversely affect our operating results.
Our operating results may fluctuate.
Our operating results are dependent, in part, on management’s estimates of revenue to be earned over the life of a project.
We will regularly review and revise our revenue estimates. This review may result in a change in the rate of amortization
and/or a write-down of the video content asset to its estimated realizable value. Results of operations in future years depend
upon our amortization of our video content costs. Periodic adjustments in amortization rates may significantly affect these
results. Further, as many of our third-party relationships will be on a project-by-project basis, the profits, if any, generated
from various projects will fluctuate based on the terms of the agreements between us and our third-party producers and
distributors.
Variations in our quarterly and year-end operating results are difficult to predict and our income and cash flows may
fluctuate significantly from period to period, which may impact our board of directors’ willingness or legal ability to
declare and pay the dividends on our preferred stock. Specific factors that may cause fluctuations in our operating results
include:
● demand and pricing for our products and services;
● introduction of competing products;
● our operating expenses which fluctuate due to growth of our business;
● timing and popularity of new video content offerings and changes in viewing habits or the emergence of new
content distribution platforms;
● variable sales cycle and implementation periods for content and services; and
● the continuing effects of the COVID-19 pandemic and governmental responses thereto.
As a result of the foregoing and other factors, our results of operations may fluctuate significantly from period to period,
and the results of any one period may not be indicative of the results for any future period.
Distributors’ failure to promote our video content could adversely affect our revenue and could adversely affect our
business results.
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We will not always control the timing and way in which the distributors to which we license our content will distribute our
video content offerings. However, their decisions regarding the timing of release and promotional support are important in
determining our success. Any decision by those distributors not to distribute or promote our video content or to promote
our competitors’ video content to a greater extent than they promote our content could adversely affect our business,
financial condition, operating results, liquidity and prospects.
We are smaller and less diversified than many of our competitors.
Some of the AVOD and TVOD services, and many of the producers and studios, with which we compete are part of large
diversified corporate groups with a variety of other operations, including television networks, cable channels and other
diversified companies, such as Amazon or Apple, which can provide both the means of distributing their products, content
flow, and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their
operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts
created by third parties as well as for actors, and other personnel required for production. The resources of the major
producers and studios may also give them an advantage in acquiring other businesses or assets, including video content
libraries, that we might also be interested in acquiring.
We face risks from doing business internationally.
We intend to increase the distribution of our video content outside the U.S. and thereby derive significant revenue in
foreign jurisdictions. As a result, our business is subject to certain risks inherent in international business, many of which
are beyond our control. These risks include:
● laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of
funds and withholding taxes, and changes in these laws;
● the Foreign Corrupt Practices Act and similar laws regulating interactions and dealings with foreign government
officials;
● changes in local regulatory requirements, including restrictions on video content;
● differing and more stringent user protection, data protection, privacy and other laws;
● differing degrees of protection for intellectual property;
● financial instability and increased market concentration of buyers in foreign television markets;
● the instability of foreign economies and governments;
● fluctuating currencies and foreign exchange rates;
● the spread of communicable diseases, including COVID-19, in such jurisdictions, and government responses to
contain the spread of such diseases, including border closures, stay-at-home orders and quarantines, which may
impact business in such jurisdictions; and
● war and acts of terrorism.
Events or developments related to these and other risks associated with international trade could adversely affect our
revenue from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating
results, liquidity and prospects.
The effects on our business of the war in Ukraine, or the direct military involvement of the United States in such
conflict, or any similar conflicts anywhere in the world, and the ramifications of sanctions against Russia or other
counties, are unknown and could be material.
Our business could be materially affected by hostilities in other countries. Adverse effects could arise from reduced
viewership in our international content offerings, disruptions in Internet availability, heightened risks of cyberattacks
perpetrated by government actors, or slowdowns or halts in the production of content being created in other countries. The
effects on our business of any specific conflicts, including the current war in Ukraine and any escalation of such war to
neighboring countries, or the direct military involvement of the United States in such conflict, or any similar conflicts
anywhere in the world, cannot be predicted, but could be material and adverse. Direct US military involvement could
heighten international and other risks we already face. Similarly the ramifications of sanctions put in place by the United
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States against Russia or other counties on our business are unknown and could be material. Our business could be harmed
by retaliatory sanctions or actions taken by a country in response to US sanctions, and significant as a result of numerous
circumstances arising from same, including prohibitions on the dissemination of US-based video services in certain
countries, military actions, cyber-attack initiatives, and other measures that cannot be predicted.
Protecting and defending against intellectual property claims may have a material adverse effect on our business.
Our ability to compete depends, in part, upon successful protection of our intellectual property relating to our video
content, including our copyrighted content, and the protection of the Chicken Soup for the Soul brand. We protect
proprietary and intellectual property rights to our productions through available copyright and trademark laws and
licensing and distribution arrangements with reputable international companies in specific territories and media. Under the
terms of the CSS License Agreement, CSS has the primary right to take actions to protect the Brand, and, if it does not, and
we reasonably deem any infringement thereof is materially harmful to our business, we may elect to seek action to protect
the Brand ourselves. Although in the former case, we would equitably share in any recovery, and in the latter case, we
would retain the entirety of any recovery, should CSS determine not to prosecute infringement of the Brand, we could be
materially harmed and could incur substantial cost in prosecuting an infringement of the Chicken Soup for the Soul brand.
Others may assert intellectual property infringement claims against us.
It is possible that others may claim from time to time that our productions and production techniques misappropriate or
infringe the intellectual property rights of third parties with respect to their previously developed content, stories,
characters and other entertainment or intellectual property. Additionally, although CSS is obligated to indemnify us for
claims related to our use of the Chicken Soup for the Soul brand in accordance with the CSS License Agreement, we could
face lawsuits with respect to claims relating thereto. Irrespective of the validity or the successful assertion of any such
claims, we could incur significant costs and diversion of resources in defending against them, which could have a material
adverse effect on our business, financial condition, operating results, liquidity and prospects.
Our business involves risks of liability claims for video content, which could adversely affect our results of operations
and financial condition.
As a producer and distributor of video content, we may face potential liability for defamation, invasion of privacy,
negligence and other claims based on the nature and content of the materials distributed. These types of claims have been
brought, sometimes successfully, against producers and distributors of video content. Any imposition of liability that is not
covered by insurance or is in excess of insurance coverage could have a material adverse effect on our business, financial
condition, operating results, liquidity and prospects.
Piracy of video content may harm our business.
Video content piracy is extensive in many parts of the world, including South America, Asia, and certain Eastern European
countries, and is made easier by technological advances and the conversion of video content into digital formats. This trend
facilitates the creation, transmission and sharing of high-quality unauthorized copies of video content on DVDs, Blu-ray
discs, from pay-per-view through set-top boxes and other devices and through unlicensed broadcasts on free television and
the internet. The proliferation of unauthorized copies of our video content could have an adverse effect on our business.
Any significant disruption in our technology backbone or the computer and data systems of third parties that we utilize
in our operations could result in a loss or degradation of service and could adversely impact our business.
Our business involves 24-hour per day availability and delivery of video content. We utilize proprietary and third-party
computer and data systems for the storage and delivery of our content, placement and delivery of our advertising inventory,
and the creation of the user experience. Our reputation and ability to attract, retain and serve our viewers is dependent upon
the reliable performance of these computer and data systems. These systems may be subject to damage or interruption from
earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures,
computer viruses, computer denial of service attacks or other attempts to harm these systems. Interruptions in these
systems or to the internet in general, could make our content unavailable or impair our ability to deliver such content.
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Our online activities are subject to a variety of laws and regulations relating to privacy, which, if violated, could limit
our ability to collect and use customer data and subject us to an increased risk of litigation and regulatory actions.
In addition to our websites, we use third-party applications, websites, and social media platforms to promote our video
content offerings and engage consumers, as well as monitor and collect certain information about consumers, which may
include personally identifiable information and other data. There are a variety of laws and regulations governing individual
privacy and the protection and use of information collected from such individuals, particularly in relation to an individual’s
personally identifiable information, including the federal Video Privacy Protection Act. Laws relating to data privacy and
security continue to proliferate, often with little harmonization between jurisdictions and limited guidance. A number of
existing bills are pending in the U.S. Congress and other government bodies that contain provisions that would regulate,
how companies can use cookies and other tracking technologies to collect, use and share user information. The United
States is seeing the adoption of state-level laws governing individual privacy. This includes the California Consumer
Protection Act, Massachusetts General Law 93H and regulations adopted thereunder, and the New York SHIELD Act.
Many foreign countries and supranational organizations have adopted similar laws governing individual privacy, such as
the EU’s General Data Protection Regulation (“GDPR”), some of which are more restrictive than similar United States
laws. If our online activities or the activities of the third parties that we work with were to violate or were perceived to
violate any applicable current or future laws and regulations that limit our ability to collect, transfer, and use data, we could
be subject to litigation from both private rights of action, class action lawsuits, and regulatory actions, including fines and
other penalties, as well as harm to our reputation and market position. Internationally, we may become subject to evolving,
additional and/or more stringent legal obligations concerning our treatment of customer and other personal information,
such as laws regarding data localization and/or restrictions on data export. Failure to comply with these obligations could
subject us to liability and/or reputational damage, and to the extent that we need to alter our business model or practices to
adapt to these obligations, we could incur additional expenses.
If government regulations relating to the internet or other areas of our business change, we may need to alter the way
we conduct our business or incur greater operating expenses.
The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or
otherwise adversely affect the way we currently conduct our business. In addition, the continued growth and development
of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional
burdens on us such as the EU’s GDPR. If we are required to comply with new regulations or legislation or new
interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our
operations.
If we experience rapid growth, we may not manage our growth effectively, execute our business plan as proposed or
adequately address competitive challenges.
We anticipate continuing to grow our business and operations rapidly. Our growth strategy includes organic initiatives and
acquisitions. Such growth could place a significant strain on the management, administrative, operational and
financial infrastructure we utilize, a portion of which is made available to us by our affiliates under the Management
Agreement. Our long-term success will depend, in part, on our ability to manage this growth effectively, obtain the
necessary support and resources under the CSS Management Agreement, and grow our own internal resources as required,
including internal management and staff personnel. To manage the continued growth of our operations and personnel, we
also will need to increase our internal operational, financial and management controls, and our reporting systems and
procedures. Failure to effectively manage growth could result in difficulty or delays in producing our video content,
declines in overall project quality and increases in costs. Any of these difficulties could adversely impact our business
financial condition, operating results, liquidity and prospects.
Our exclusive license to use the Chicken Soup for the Soul Brand could be terminated in certain circumstances.
We do not own the Chicken Soup for the Soul Brand. The Brand is licensed to us by CSS under the terms of the CSS
License Agreement. CSS controls the Brand, and the continued integrity and strength of the Chicken Soup for the Soul
Brand will depend in large part on the efforts and businesses of CSS and how the Brand is used, promoted and protected by
CSS, which will be outside of the immediate control of our company. Although the license granted to us under the CSS
License Agreement is perpetual, it may be terminated by CSS upon the cessation of our business, our bankruptcy,
liquidation, or insolvency, or if we fail to pay any sums due or otherwise fail to perform under the License Agreement
within 30 days following delivery of a second written notice by CSS.
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We may not be able to realize the entire book value of goodwill and other intangible assets from our acquisitions.
As of December 31, 2022 and 2021, we had net intangible assets of $305.4 million and $30.2 million, respectively, and
goodwill of $260.7 million and $40.0 million for the years ended December 31, 2022 and 2021, respectively, primarily
related to the merger with Redbox, the formation of Crackle Plus, the acquisition of the Crackle assets, Sonar assets and
other acquisitions. We assess goodwill and other intangible assets for impairment at least annually and more frequently if
certain events or circumstances warrant. If the book value of goodwill or other intangible assets is impaired, any such
impairment would be charged to earnings in the period of impairment. If we determine that goodwill and other intangible
assets are impaired in the future, it could have a material adverse effect on our business, financial condition and results of
operations.
Claims against us relating to any acquisition or business combination may necessitate our seeking claims against the
seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.
There may be liabilities assumed in any acquisition or business combination that we did not discover or that we
underestimated in the course of performing our due diligence. Although a seller generally may have indemnification
obligations to us under an acquisition or merger agreement, these obligations usually will be subject to financial
limitations, such as general deductibles and maximum recovery amounts, as well as time limitations. In certain
circumstances we obtain representation and warranties insurance related to our acquisitions, but these too have limitations
and conditions that could prevent recovery in certain circumstances. We cannot assure you that our right to indemnification
from any seller will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any
unknown or underestimated liabilities that we may incur. Any such liabilities, individually or in the aggregate, could have a
material adverse effect on our business, financial condition, operating results, liquidity and prospects.
We may require and not be able to obtain additional funding and may be unable to raise such funding when needed,
which could force us to delay, reduce, eliminate, or abandon growth initiatives.
We intend to continue making investments to support the growth of our business, including organic growth and growth
through acquisitions. Our ability to grow through acquisitions, business combinations and joint ventures, and our ability to
fund our operating expenses after one or more acquisitions may depend upon our ability to obtain funds through equity
financing, debt financing (including credit facilities), or the sale or syndication of some or all of our interests in certain
projects or other assets or businesses. Our issuance of additional debt instruments or the sale of preferred stock could result
in the imposition of operational limitations and other covenants and payment obligations (in addition to those we already
have in place), any of which may be burdensome to us and may have a material adverse impact on our ability to implement
our business plan as currently formulated. The sale of equity securities, including common or preferred stock, may result in
dilution to the current stockholders’ ownership and may be limited by the number of shares we have authorized and
available for issuance. If we do not have access to financing arrangements, and if funds do not become available on terms
acceptable to us, or at all, we may have to delay, reduce, eliminate, or abandon certain aspects of our business plan,
including planned acquisitions. We may also have to reduce our licensing, marketing, customer support or other core
business services. Such actions could result in a material adverse effect on our business, financial condition, operating
results, liquidity and prospects.
Our success depends on our management and relationships with our affiliated companies.
Our success depends to a significant extent on the performance of our management personnel and key employees,
including production and creative personnel, made available to us through the CSS Management Agreement. The loss of
the services of such persons or the resources supplied to us by our affiliated companies could have a material adverse effect
on our business, financial condition, operating results, liquidity and prospects.
To be successful, we need to attract and retain qualified personnel.
Our success will depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional,
creative, technical and managerial personnel. Competition for the caliber of talent required to produce and distribute our
video content continues to increase, and for certain personnel has become extremely difficult during the COVID-19
pandemic. We cannot assure you that we will be successful in identifying, attracting, hiring, training and retaining such
personnel in the future. If we were unable to hire, assimilate and retain qualified personnel in the future, such inability
could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
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Since most of our content is digitally stored and distributed online, and we accept online payments for various
subscription services, we face numerous cybersecurity risks.
We utilize information technology systems, including third-party hosted servers and cloud-based servers, to host our digital
content, as well as to keep business, financial, and corporate records, communicate internally and externally, and operate
other critical functions. If any of our internal systems or the systems of our third-party providers are compromised due to
computer virus, unauthorized access, malware, and the like, then sensitive documents could be exposed or deleted, and our
ability to conduct business could be impaired.
Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited
to, unauthorized access to our systems, computer viruses or other malicious code, denial of service attacks, malware,
ransomware, phishing, SQL injection attacks, human error, or other events that result in security breaches or give rise to the
manipulation or loss of sensitive information or assets. Cyber incidents can be caused by various persons or groups,
including disgruntled employees and vendors, activists, organized crime groups, and state-sponsored and individual
hackers. Cyber incidents can also be caused or aggravated by natural events, such as earthquakes, floods, fires, power loss,
and telecommunications failures.
To date, we have not experienced any material losses relating to cyber-attacks, computer viruses, or other systems failures.
Although we have taken steps to protect the security of data maintained in our information systems, it is possible that our
security measures will not be able to prevent the systems’ improper functioning or the improper disclosure of personally
identifiable information, such as in the event of cyber-attacks. In addition to operational and business consequences, if our
cybersecurity is breached, we could be held liable to our customers or other parties in regulatory or other actions, and we
may be exposed to reputation damages and loss of trust and business. This could result in costly investigations and
litigation, civil or criminal penalties, fines, and negative publicity.
Certain information relating to our customers, including personally identifiable information and credit card numbers, is
collected and maintained by us, or by third parties that do business with us or facilitate our business activities. This
information is maintained for a period of time for various business purposes, including maintaining records of customer
preferences to enhance our customer service and for billing, marketing, and promotional purposes. We also maintain
personally identifiable information about our employees. The integrity and protection of our customer, employee and our
data is critical to our business. Our customers and our employees expect that we will adequately protect their personal
information, and the regulations applicable to security and privacy are increasingly demanding. Privacy regulation is an
evolving area and compliance with applicable privacy regulations may increase our operating costs or adversely impact our
ability to service our customers and market our properties and services.
The occurrence of natural or man-made disasters could result in declines in business that could adversely affect our
financial condition, results of operations and cash flows.
We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, landslides,
tornadoes, typhoons, tsunamis, hailstorms, explosions, climate events or weather patterns and pandemic health events (such
as the recent pandemic spread of the novel corona virus known as COVID-19 virus, duration and full effects of which are
still uncertain), as well as man-made disasters, including acts of terrorism, military actions, cyber-terrorism, explosions and
biological, chemical or radiological events. The continued threat of terrorism and ongoing military actions may cause
significant volatility in global financial markets, and a natural or man-made disaster could trigger an economic downturn in
the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in
business. Disasters also could disrupt public and private infrastructure, including communications and financial services,
which could disrupt our normal business operations. A natural or man-made disaster also could disrupt the operations of
our partners and counterparties or result in increased prices for the products and services they provide to us.
We are an “emerging growth company” under the JOBS until December 31, 2022 Act and we cannot be certain if the
reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to
investors.
We were an “emerging growth company” until December 31, 2022, as defined in the JOBS Act, and we take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
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in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved. We
cannot predict if investors will find our securities less attractive because we may rely on these exemptions. If some
investors find our securities less attractive as a result, there may be a less active trading market for our Class A common
stock, Series A Preferred Stock, and publicly traded notes and the trading price of such securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised
accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We take advantage of the extended transition
period for complying with new or revised accounting standards. This may make comparison of our financial statements
with another public company which is not an emerging growth company difficult or impossible because of the potential
differences in accounting standards used.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of
Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name,
actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state
court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the
federal district court for the District of Delaware) and, if brought outside of Delaware, the stockholder bringing the suit will
be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of
Delaware and to service of process on such stockholder’s counsel. Any person or entity purchasing or otherwise acquiring
any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our
certificate of incorporation.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with us or any of our directors, officers or employees, which may discourage lawsuits with respect to such
claims. We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court
were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm
our business, operating results and financial condition.
Our certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted by
applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, we anticipate that the
exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, the
Securities Act or any other claim for which the federal courts have exclusive jurisdiction and the exclusive forum provision
is not intended to waive our compliance with federal securities laws and the rules and regulations thereunder or bar claims
properly brought thereunder.
Risks Related to Our Securities
Our Common Stock
Our chairman and chief executive officer effectively controls our company.
We have two classes of common stock — Class A Common Stock, each share of which entitles the holder thereof to one
vote on any matter submitted to our stockholders, and Class B Common Stock, each share of which entitles the holder
thereof to ten votes on any matter submitted to our stockholders. Our chairman and chief executive officer, William J.
Rouhana, Jr., has control over the vast majority of all the outstanding voting power as represented by our outstanding Class
B and Class A Common Stock and effectively controls CSS Holdings and CSS, which controls CSS Productions, and, in
turn, our company. Further, our bylaws provide that any member of our board may be removed with or without cause by
the majority of our outstanding voting power, thus Mr. Rouhana exerts significant control over our board. This
concentration of ownership and decision making may make it more difficult for other stockholders to effect substantial
changes in our company and may also have the effect of delaying, preventing or expediting, as the case may be, a change in
control of our company.
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A substantial number of shares of our Class A Common Stock may be issued upon exercise of outstanding warrants,
which could adversely affect the price of our publicly traded securities.
A substantial number of shares of Class A Common Stock may be issued upon the exercise of outstanding warrants,
including the following:
● Class W Warrants, exercisable for up to an aggregate of 526,362 shares of Class A Common Stock at an exercise
price of $7.50 per share;
● Class Z Warrants, exercisable for up to an aggregate of 123,109 shares of Class A Common Stock at a price of
$12.00 per share;
● Class I Warrants, exercisable for up to an aggregate of 800,000 shares of our Class A Common Stock at an
exercise price of $8.13 per share;
● Class II Warrants, exercisable for up to an aggregate of 1,200,000 shares of our Class A Common Stock at an
exercise price of $9.67 per share;
● Class III-A Warrants, exercisable for up to an aggregate of 380,000 shares of our Class A Common Stock at an
exercise price of $11.61 per share;
● Class III-B Warrants, exercisable for up to an aggregate of 1,620,000 shares of our Class A Common Stock at an
exercise price of $11.61 per share.
● Redbox Warrants, exercisable for up to an aggregate of 1,378,248 shares of our Class A Common Stock at an
exercise price of $132.18 per share.
If all of the outstanding warrants are exercised for cash we will be required to issue an aggregate of 6,027,719 shares of
Class A Common Stock, or approximately 46% of our Class A Common Stock outstanding as of December 31, 2022. The
warrant holders will likely exercise the warrants only at a time when it is economically beneficial to do so. Accordingly,
the exercise of these warrants will significantly dilute our other equity holders and may adversely affect the market price of
our publicly traded securities.
We utilize At the Market Issuance Sales Agreements, pursuant to which we may offer and sell, from time to time, shares
of Class A Common Stock and shares of Series A Preferred Stock, which may adversely affect the price of our Class A
Common Stock and Series A Preferred Stock .
We utilize At the Market Issuance Sales Agreement (“ATM Agreements”) pursuant to which we may issue shares of Class
A Common Stock and Series A Preferred Stock having an aggregate offering price of up to $1,000,000,000. The sale of
Class A Common Stock will dilute our other equity holders and may adversely affect the market price of the Class A
Common Stock. Issuance of shares of our Series A Preferred Stock will increase our dividend payment obligations and
increase the liquidation preference. Under our currently existing ATM Agreement with Virtu Americas and B. Riley, as of
December 31, 2022, we have sold an aggregate of 718,027 shares of Series A Preferred Stock, generating net proceeds to
us of $17.0 million.
Only a limited market exists for our Class A Common Stock, Series A Preferred Stock, Notes and Warrants, which could
lead to price volatility.
Our Class A Common Stock, Series A Preferred Stock, Notes and Redbox Warrants trade on the Nasdaq Global Market
under the symbols “CSSE,” “CSSEP”, “CSSEN” and “CSSEL,” respectively. Our Class W warrants and Class Z warrants
are quoted on the OTC Markets under the symbols “CSSEW” and “CSSEZ,” respectively. However, trading volume for
our securities has historically been relatively limited. The limited trading market for our securities may cause fluctuations
in the market value of these securities to be exaggerated, leading to price volatility in excess of that which would occur in a
more active trading market for our securities.
We currently do not plan to pay any dividends on our Class A Common Stock.
The payment of cash dividends on our Class A Common Stock in the future will be dependent upon our revenue and
earnings, if any, capital requirements and general financial condition, our obligation to pay dividends on our Series A
Preferred Stock and make quarterly interest payments on the Notes, the laws and regulations of the State of Delaware and
will be within the discretion of our board of directors. As a result, any gain you may realize on our Class A Common Stock
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may result solely from the appreciation of such shares. If our securities become subject to the SEC’s penny stock rules,
broker-dealers may have trouble in completing customer transactions and trading activity in our securities may be
adversely affected.
If at any time our securities become subject to the “penny stock” rules promulgated under the Exchange Act our securities
could be adversely affected. Typically, securities trading under a market price of $5.00 per share and that do not meet
certain exceptions, such as national market listing or annual revenue criteria, are subject to the penny stock rules. Under
these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:
● make a special written suitability determination for the purchaser;
● receive the purchaser’s written agreement to the transaction prior to sale;
● provide the purchaser with risk disclosure documents which identify certain risks associated with investing in
“penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies;
and
● obtain a signed and dated acknowledgement from the purchaser demonstrating that the purchaser has received the
required risk disclosure documents before a transaction in a “penny stock” can be completed.
If our securities become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and
trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed,
and you may find it more difficult to sell our securities. Nasdaq could delist our Class A Common Stock from quotation on
its exchange, which could limit investors’ ability to sell and purchase our shares and subject us to additional trading
restrictions.
Our Class A Common Stock is currently listed on Nasdaq, a national securities exchange. If our Class A Common Stock is
not listed on Nasdaq or another national securities exchange at any time after the date hereof, we could face significant
material adverse consequences, including:
● a limited availability of market quotations for our Class A Common Stock;
● reduced liquidity with respect to our Class A Common Stock;
● a determination that our Class A Common Stock is “penny stock” which will require brokers trading in our shares
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading
market for our Class A Common Stock;
● a limited amount of news and analyst coverage for our company; and
● a decreased ability to issue additional securities or obtain additional financing in the future.
Risks Related to our Series A Preferred Stock
We may redeem the Series A Preferred Stock.
On or after June 27, 2023, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or
from time to time. Also, upon the occurrence of a Change of Control prior to June 27, 2023, we may, at our option, redeem
the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control
occurred. We may have an incentive to redeem the Series A Preferred Stock voluntarily if market conditions allow us to
issue other preferred stock or debt securities at a rate that is lower than the dividend rate on the Series A Preferred Stock. If
we redeem the Series A Preferred Stock, then from and after the redemption date, dividends will cease to accrue on shares
of Series A Preferred Stock, the shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights as
a holder of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid
dividends, if any, payable upon redemption.
We must adhere to prescribed legal requirements and have sufficient cash in order to be able to pay dividends on our
Series A Preferred Stock.
In accordance with Section 170 of the Delaware General Corporation Law, we may only declare and pay cash dividends on
the Series A Preferred Stock if we have either net profits during the fiscal year in which the dividend is declared and/or the
preceding fiscal year, or a “surplus”, meaning the excess, if any, of our net assets (total assets less total liabilities) over
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our capital. We can provide no assurance that we will satisfy such requirements in any given year. Further, even if we have
the legal ability to declare a dividend, we may not have sufficient cash to pay dividends on the Series A Preferred Stock.
Our ability to pay dividends may be impaired if any of the risks described herein actually occur. Also, payment of our
dividends depends upon our financial condition and other factors as our board of directors may deem relevant from time to
time. We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings
will be available to us in an amount sufficient to enable us to pay dividends on the Series A Preferred Stock.
A holder of Series A Preferred Stock has extremely limited voting rights.
The voting rights for a holder of Series A Preferred Stock are limited. Our shares of Class A Common Stock and Class B
Common Stock vote together as a single class and are the only class of our securities that carry full voting rights. Mr.
Rouhana, our chairman of the board and chief executive officer, beneficially owns the vast majority of the voting power of
our outstanding common stock. As a result, Mr. Rouhana exercises a significant level of control over all matters requiring
stockholder approval, including the election of directors, amendment of our certificate of incorporation, and approval of
significant corporate transactions. This control could have the effect of delaying or preventing a change of control of our
company or changes in management and will make the approval of certain transactions difficult or impossible without his
support, which in turn could reduce the price of our Series A Preferred Stock.
Voting rights for holders of the Series A Preferred Stock exist primarily with respect to the ability to elect, voting together
with the holders of any other series of our preferred stock having similar voting rights, two additional directors to our board
of directors in the event that eighteen monthly dividends (whether or not consecutive) payable on the Series A Preferred
Stock are in arrears, and with respect to voting on amendments to our certificate of incorporation, including the certificate
of designations relating to the Series A Preferred Stock, that materially and adversely affect the rights of the holders of
Series A Preferred Stock or authorize, increase or create additional classes or series of our capital stock that are senior to
the Series A Preferred Stock.
The market price of the Series A Preferred Stock could be substantially affected by various factors.
The market price of the Series A Preferred Stock depends on many factors, some of which are beyond our control and may
not be directly related to our operating performance. These factors include, but are not limited to, the following:
● prevailing interest rates, increases in which may have an adverse effect on the market price of the Series A
Preferred Stock;
● trading prices of similar securities;
● our history of timely dividend payments;
● the annual yield from dividends on the Series A Preferred Stock as compared to yields on other financial
instruments;
● general economic and financial market conditions;
● government action or regulation;
● the financial condition, performance and prospects of us and our competitors;
● changes in financial estimates or recommendations by securities analysts with respect to us or our competitors in
our industry;
● our issuance of additional preferred equity or debt securities; and
● actual or anticipated variations in quarterly operating results of us and our competitors.
The Series A Preferred Stock ranks junior to all our indebtedness and other liabilities.
In the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our assets will be available to pay
obligations on the Series A Preferred Stock only after all our indebtedness and other liabilities have been paid. The rights
of holders of the Series A Preferred Stock to participate in the distribution of our assets will rank junior to the prior claims
of our current and future creditors and any future series or class of preferred stock we may issue that ranks senior to the
Series A Preferred Stock. Also, the Series A Preferred Stock effectively ranks junior to all existing and future indebtedness
and to the indebtedness and other liabilities of our existing subsidiaries and any future subsidiaries. Our existing
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subsidiaries are, and future subsidiaries would be, separate legal entities and have no legal obligation to pay any amounts to
us in respect of dividends due on the Series A Preferred Stock.
We have incurred and may in the future incur substantial amounts of debt and other obligations that will rank senior to the
Series A Preferred Stock. As of December 31, 2022, our total liabilities (excluding contingent consideration) equaled
approximately $796.8 million. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient
assets to pay amounts due on any or all the Series A Preferred Stock then outstanding.
Market interest rates may materially and adversely affect the value of the Series A Preferred Stock.
One of the factors that will influence the price of the Series A Preferred Stock is the dividend yield on the Series A
Preferred Stock (as a percentage of the market price of the Series A Preferred Stock) relative to market interest rates.
Increases in market interest rates may lead prospective purchasers of the Series A Preferred Stock to expect a higher
dividend yield (and higher interest rates would likely increase our borrowing costs and potentially decrease funds available
for dividend payments). Thus, higher market interest rates could cause the market price of the Series A Preferred Stock to
materially decrease.
Holders of the Series A Preferred Stock may be unable to use the dividends-received deduction and may not be eligible
for the preferential tax rates applicable to “qualified dividend income.”
Distributions paid to corporate U.S. holders of the Series A Preferred Stock may be eligible for the dividends-received
deduction, and distributions paid to non-corporate U.S. holders of the Series A Preferred Stock may be subject to tax at the
preferential tax rates applicable to “qualified dividend income,” only if we have current or accumulated earnings and
profits, as determined for U.S. federal income tax purposes. Additionally, we may not have sufficient current earnings and
profits during future fiscal years for the distributions on the Series A Preferred Stock to qualify as dividends for U.S.
federal income tax purposes. If the distributions fail to qualify as dividends, U.S. holders would be unable to use the
dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend
income.” If any distributions on the Series A Preferred Stock with respect to any fiscal year are not eligible for the
dividends-received deduction or preferential tax rates applicable to “qualified dividend income” because of insufficient
current or accumulated earnings and profits, it is possible that the market value of the Series A Preferred Stock might
decline.
A reduction in the credit rating of our Series A Preferred Stock could adversely affect the pricing and liquidity of such
stock.
Any downward revision or withdrawal of the credit rating on our Series A Preferred Stock could materially adversely
affect market confidence in such stock and could cause material decreases in the market price of such stock and could
diminish market liquidity. Egan-Jones has initially rated our Series A Preferred Stock as BBB(-). Neither Egan-Jones nor
any other agency is under any obligation to maintain any rating assigned to our Series A Preferred Stock and such rating
could be revised downward or withdrawn at any time for reasons of general market changes or changes in our financial
condition or for no reason at all.
The Series A Preferred Stock is not convertible into Class A Common Stock, including in the event of a change of
control, and investors will not realize a corresponding upside if the price of the Class A Common Stock increases.
The Series A Preferred Stock is not convertible into shares of Class A Common Stock and earns dividends at a fixed rate.
Accordingly, an increase in market price of our Class A Common Stock will not necessarily result in an increase in the
market price of our Series A Preferred Stock. The market value of the Series A Preferred Stock may depend more on
dividend and interest rates for other preferred stock, commercial paper and other investment alternatives and our actual and
perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect to, the
Series A Preferred Stock.
The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have incurred or
may incur in the future.
The 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 MUFG Union Bank which are secured by territorial licenses and distribution
rights in certain films and productions owned or to be acquired by Screen Media or Redbox, but only to the extent of the
value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the
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holders of any of our existing or future secured indebtedness may assert rights against the assets pledged to secure that
indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors,
including the holders of the Notes.
The Notes are structurally subordinated to the existing and future indebtedness and other liabilities of our subsidiaries.
The Notes are obligations exclusively of Chicken Soup for the Soul Entertainment, Inc., and not any of our subsidiaries. In
addition, the Notes are not guaranteed by any third-party, whether an affiliate or unrelated to us. None of the assets of our
subsidiaries will be directly available to satisfy the claims of holders of the Notes. Except to the extent we are a creditor
with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will have priority over our equity
interests in such entities (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets
of such entities. Even if we are recognized as a creditor of one or more of these entities, our claims would still be
effectively subordinated to any security interests in the assets of any such entity and to any indebtedness or other liabilities
of any such entity senior to our claims. Consequently, the Notes are structurally subordinated to all indebtedness and other
liabilities of any of our subsidiaries.
The indenture under which the Notes are issued contains limited protection for holders of the Notes.
The indenture under which the Notes are issued offers limited protection to holders of the Notes. The terms of the indenture
and the Notes do not restrict our ability to engage in, or otherwise be a party to, a variety of corporate transactions,
circumstances or events that could have a material adverse impact on your investment in the Notes. In particular, except in
limited circumstances, the terms of the indenture and the Notes do not restrict our ability to:
● issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or
other obligations that would be equal or senior in right of payment to the Notes, (2) any indebtedness or other
obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the
extent of the values of the assets securing such debt, (3) indebtedness that we incur that is guaranteed by one or
more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or
obligations issued or incurred by our subsidiaries that would be senior to our equity interests in those entities and
therefore rank structurally senior to the Notes with respect to the assets of these entities;
● pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities
ranking junior in right of payment to the Notes, including our Series A Preferred Stock or any subordinated
indebtedness;
● sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all
of our assets);
● enter into transactions with affiliates;
● create liens or enter into sale and leaseback transactions;
● make investments; or
● create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the indenture does not require us to offer to purchase the Notes in connection with a change of control or any
other event (but does afford us the right to redeem the Notes prior to the prescribed redemption date upon the
consummation of certain transactions).
Similarly, the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience
changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the
Notes may have important consequences for holders of the Notes, including making it more difficult for us to satisfy our
obligations with respect to the Notes or negatively affecting the trading value of the Notes.
Other debt we issue or incur in the future could contain more protections for its holders than the indenture and the Notes,
including additional covenants and events of default. For example, the indenture under which the Notes are issued does not
contain cross-default provisions. The issuance or incurrence of any indebtedness with incremental protections could affect
the market for and trading levels and prices of the Notes. Additionally, even if we issue indebtedness that ranks
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equally with the Notes, the holders of such indebtedness will be entitled to share ratably with the noteholders in any
proceeds distributed in connection with any insolvency, liquidation, reorganization, or dissolution, which may have the
effect of reducing the amount of proceeds paid to our noteholders. Incurrence of additional debt would also further reduce
the cash available to invest in operations, as a result of increased debt service obligations, and may cause a cross-default on
our other obligations, as described elsewhere in these Risk Factors. If new debt is added to our current indebtedness, the
related risks that we now face could be compounded.
An increase in market interest rates could result in a decrease in the value of the Notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate decline in value. Consequently, if you purchase
the Notes, and the market interest rates subsequently increase, the market value of your Notes may decline. We cannot
predict the future level of market interest rates.
An active trading market for the Notes may not be sustained, which could limit your ability to sell the Notes or the
market price of the Notes.
Although the Notes are listed on the Nasdaq Global Market under the trading symbol “CSSEN,” we cannot provide any
assurances that an active trading market will develop or be maintained for the Notes or that you will be able to sell your
Notes. The Notes may trade at a discount from their initial offering price depending on prevailing interest rates, the market
for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and
prospects and other factors. Accordingly, we cannot assure you that a liquid trading market for the Notes will be sustained,
that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To
the extent an active trading market is not sustained, the liquidity and trading price for the Notes may be harmed.
Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.
We may choose to redeem the Notes when prevailing interest rates are relatively low.
Since July 31, 2022, we have had the right to redeem the Notes from time to time, which we may elect to do especially
when prevailing interest rates are lower than the rate borne by the Notes. If prevailing rates are lower at the time of
redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate
as high as the interest rate on the Notes being redeemed. Our redemption right also may adversely impact your ability to
sell the Notes as the optional redemption date or period approaches.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.
Any default under the agreements governing our existing or future indebtedness that is not waived by the required lenders,
and the remedies sought by the holders of such indebtedness, could make us unable to pay principal and interest on the
Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if
we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments
governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness,
including the Notes. In the event of such default, the holders of such indebtedness could elect to declare all the funds
borrowed thereunder to be due and payable, together with accrued and unpaid interest. In addition, the lenders under any
loan facility or other financing that we may obtain in the future could elect to terminate their commitment, cease making
further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or
liquidation. Any such default may constitute a default under the Notes, which could further limit our ability to repay
our indebtedness, including the Notes. If our operating performance declines, we may in the future need to seek to obtain
waivers from our existing lenders at the time to avoid being in default. If we breach any loan covenants, we may not be
able to obtain such a waiver from the lenders. If this occurs, we would be in default under the credit arrangement that we
have, the lender could exercise its rights as described above, and we could be forced into bankruptcy or liquidation. If we
are unable to repay indebtedness, lenders having secured obligations could proceed against the collateral securing their
debt. Because any future credit facilities will likely have, customary cross-default provisions, if the indebtedness under the
Notes, or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
We are not obligated to contribute to a sinking fund to retire the Notes and the Notes are not guaranteed by a third-
party.
We are not obligated to contribute funds to a sinking fund to repay principal or interest on the Notes upon maturity or
default. The Notes are not certificates of deposit or similar obligations of, or guaranteed by, any depositary institution.
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Further, no private party or governmental entity insures or guarantees payment on the Notes if we do not have enough
funds to make principal or interest payments.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us, the July 2025 Notes, or
the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
Our credit rating is an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated
changes in our credit rating will generally affect the market value of the Notes. Our credit rating, however, may not reflect
the potential impact of risks related to market conditions generally or other factors discussed above on the market value of
or trading market for the Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be
revised or withdrawn at any time by the issuing organization in its sole discretion.
The Notes have received a rating of BBB from Egan-Jones Ratings company. An explanation of the significance of ratings
may be obtained from the rating agency. Generally, rating agencies base their ratings on such material and information, and
such of their own investigations, studies and assumptions, as they deem appropriate. Neither we nor any underwriter
undertakes any obligation to maintain our credit rating or to advise holders of the Notes of any changes in our credit rating.
There can be no assurance that our credit rating will remain for any given period of time or that such credit rating will not
be lowered or withdrawn entirely by the rating agency if in their judgment future circumstances relating to the basis of the
credit rating, such as adverse changes in our company, so warrant.
Risks Related to our Warrants
Our Redbox Warrants are listed on Nasdaq under the symbol “CSSEL” and our Class W Warrants or Class Z Warrants
are quoted on the OTC Pink Market but a market may not develop for these warrants.
Our Redbox Warrants are listed on Nasdaq under the symbol “CSSEL” Our Class W Warrants and the Class Z Warrants are
quoted on the OTC Pink Market under the symbols “CSSEW” and “CSSEZ”, respectively. We cannot assure you that
active trading markets for these warrants will develop, or, if developed, will be sustained. With respect to the Class W and
Class Z Warrants, the over-the-counter market is a significantly more limited market than Nasdaq, due to factors such as
the reduced number of investors that will consider investing in securities traded over the counter, the reduced number of
market makers in the securities, and the reduced number of securities analysts that follow such securities. As a result, of the
foregoing, holders of our warrants may find it difficult to resell their warrants at prices quoted in the market or at all. You
may be unable to sell Class W Warrants or Class Z Warrants unless a market for such securities can be established or
sustained.
Holders of our warrants will have no rights as a common stockholder until such warrants are exercised.
Until holders of our warrants acquire shares of our Class A Common Stock they will have no rights with respect to the
shares of Class A Common Stock underlying such warrants.
The market price of our Class A Common Stock may fall below the exercise price of our warrants.
The market price of our Class A Common Stock may fall below the exercise prices of our warrants and remain below such
exercise prices through the date of expiration of our warrants. Any warrants not exercised by their date of expiration will
expire worthless and we will be under no further obligation to the warrant holder.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. Properties
Our corporate headquarters is located at 132 East Putnam Avenue – Floor 2W, Cos Cob, Connecticut. Use of this space is
provided to us under the terms of the CSS Management Agreement. We also lease facilities in California, New York,
Illinois, and Washington.
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ITEM 3. Legal Proceedings
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
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ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
PART II
Market Information
Our Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CSSE,” our Series A
Preferred Stock is listed on Nasdaq under the symbol “CSSEP,” and our 9.50% Notes due 2025 are listed on Nasdaq under
the symbol “CSSEN.” Our Redbox Warrants are listed on Nasdaq under the symbol “CSSEL.” Our Class W Warrants and
the Class Z Warrants are quoted on the OTC Pink Market under the symbols “CSSEW” and “CSSEZ,” respectively.
Holders
As of March 27, 2023, we have 1,014 holders of record of our Class A Common Stock and 1 holder of record of our Class
B Common Stock. We believe we have in excess of 300 beneficial holders of our Class A Common Stock.
Dividend Policy
Series A Preferred Stock Dividends
Since July 2018, we have declared monthly cash dividends of $0.2031 per share on our Series A Preferred Stock to holders
of record as of each month end. The monthly dividends for each month were paid on approximately the 15th day
subsequent to each respective month end. The total amount of dividends declared were $9.7 million and $9.0 million as of
December 31, 2022 and 2021, respectively.
Common Stock Dividends
Our credit agreement with HPS includes a limitation on our ability to pay dividends to common stockholders. We have not
paid any dividends on our common stock during the years ended December 31, 2022 and 2021.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Code of Ethics
We have adopted a code of ethics which applies to all our directors, officers, and employees, including our chief executive
officer, chief financial officer, and principal accounting officer. The code of ethics is designed to deter wrongdoing and
promote honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure in reports that we file or
furnish to the SEC and in our other public communications, compliance with applicable government laws, rules, and
regulations, and prompt internal reporting of violations of the code. A copy of the code of ethics may be found on our
website at ir.cssentertainment.com.
ITEM 6. Selected Financial Data
Not applicable.
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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our consolidated financial condition and results of operations should be read
together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. Some of
the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including
information with respect to our plans and strategy for our business and related financing, includes forward-looking
statements involving risks and uncertainties and should be read together with the "Risk Factors" section of this Annual
Report. Such risks and uncertainties could cause actual results to differ materially from the results described in or implied
by the forward-looking statements contained in the following discussion and analysis.
Recent Developments
Items Impacting Comparability
Merger with Redbox Entertainment Inc.
The merger with Redbox Entertainment Inc. was consummated on August 11, 2022 in accordance with the terms described
in the July 2022 S-4. Immediately prior to the merger closing, CSSE entered a definitive financing arrangement with HPS
Investment Partners, LLC (“HPS”), that amended Redbox’s existing credit facility, which had $357.5 million of debt
outstanding, and includes an $80.0 million revolving credit facility. Additionally, the Company issued a warrant to HPS to
acquire 4.5% of CSSE on a fully diluted post-merger basis. On closing of the merger, based on the exchange rate of 0.087
for each outstanding Redbox Class A common share, each vested and unvested restricted stock unit and the common units
of Redbox’s Redwood Intermediate LLC subsidiary, the Company issued approximately 4.7 million shares of Class A
common stock and assumed the outstanding warrants of Redbox.
Acquisition of 1091 Pictures
On March 4, 2022, the Company acquired the assets of 1091 Media, LLC (“1091 Media”) for approximate consideration of
$13.3 million. The purchase price is comprised of $8.0 million in cash, equity in the form of 80,000 newly issued shares of
the Company’s Series A perpetual preferred stock, and 375,000 shares of Class A common stock. 1091 Picture’s provides a
diverse library of approximately 4,000 movies and television series and established FAST and AVOD channels in specific
verticals, with approximately 1 billion yearly ad impressions.
Acquisition of Locomotive Global
On October 21, 2021, the Company acquired a 51% ownership stake in Locomotive Global Inc. for $0.7 million.
Locomotive Global develops and produces content, including production services.
Acquisition of Sonar Entertainment Assets
In April 2021, we entered into an asset purchase agreement (“Asset Purchase Agreement”) by and among our company,
Halcyon Television, and with respect to certain provisions, Parkside Entertainment Inc., a Canadian company (“Parkside”
and, collectively with us and Halcyon Television, the “CSSE Buyer”), on the one hand, and Sonar Entertainment Inc.
(“SEI”) and the direct and indirect subsidiaries of SEI identified in the Asset Purchase Agreement (collectively, “Sonar”),
on the other hand. On May 21, 2021, pursuant to the Asset Purchase Agreement, the CSSE Buyer purchased the principal
assets of Sonar for $18.9 million in cash and additional consideration of $34.9 million, that will be funded through the
seller’s participation in the underlying acquired assets future cash flows. Parkside separately purchased the outstanding
equity of Sonar Canada Inc.
JOBS Act Accounting Election
We were an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)
through December 31, 2022. Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to
private companies. Through December 31, 2022 we have irrevocably elected to avail ourselves of this exemption from new
or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as
public companies that are not emerging growth companies.
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Reporting Segment
We operate in one reportable segment, the production, distribution and exhibition of TV and film content for sale to others
and for use on our owned and operated video-on-demand platforms and Redbox Kiosks. We currently operate in the United
States and India and derive most of our revenue primarily in the United States. We distribute films in over 56 countries
and territories worldwide and intend to continue to license our video content internationally. In connection with the
acquisition of Redbox, the Company is currently reassessing its reportable segments.
Seasonality
Our operating results are not materially affected by seasonal factors; however, we may distribute rights to certain films
which result in increased revenues and expenses during the period of distribution and revenues from our AVOD networks
vary from period to period and will generally be higher in the second half of each year.
Our acquisition of Redbox may change the seasonality to our results as rentals and revenue generally experienced
seasonality in its. Historically, greater demand over the holiday season typically results in higher rentals November through
January. April has usually been a low rental month due, in part, to retail release timing in connection with the Academy
Awards that historically has provided stronger content and resulted in higher rentals in March. September and October have
been low rental months due, in part, to the beginning of the school year and the introduction of the new fall television
season.
Financial Results of Operations:
Revenue
The following table presents net revenue line items for the years ended December 31, 2022 and 2021 and the year-over-
year dollar and percentage changes for those line items:
Year Ended December 31,
% of
2022
Revenue
2021
% of
Revenue
Change
Period over Period
Revenue:
VOD and streaming
Retail
Licensing and other
Net revenue
$ 144,484,749
67,756,426
40,568,935
$ 252,810,110
57 % $ 62,630,109
27 %
—
16 %
47,765,357
100 % $ 110,395,466
131 %
57 % $ 81,854,640
67,756,426 N/A
— %
43 %
(7,196,422)
100 % $ 142,414,644
(15)%
129 %
Our net revenue increased by $142.4 million for the year ended December 31, 2022 compared to 2021. During the year
ending December 31, 2022, we completed the acquisitions of Redbox and 1091. Acquisitions contributed additional
revenue of $119.0 million during the year ended December 31, 2022. The Redbox acquisition contributed $86.3 million or
61% of the revenue increase in the year ended December 31, 2022 compared to 2021. The 1091 acquisition contributed
$21.1 million or 15% of the revenue increase in the year ended December 31, 2022 compared to 2021. The Sonar
acquisition contributed $7.8 million or 5% of the revenue increase in the year ended December 31, 2022 compared to 2021.
VOD and streaming revenue increased $81.9 million for the year ended December 31, 2022, compared to 2021. The
increase is primarily driven by a $56.6 million increase in streaming revenues, principally due to the licensing of TVOD
and SVOD rights across SMV, Sonar and 1091 Media. There were additional revenues generated from film libraries of
$17.9 million in streaming revenues on Redbox’s digital platform. The remaining $7.4 million increase is mostly due to
increases in ad sales on behalf of third-parties.
Retail revenue of $67.8 million for the year ended December 31, 2022 is entirely from the Redbox merger that closed on
August 11, 2022. Redbox has had fewer than expected highly promoted theatrical releases of consequence since our
acquisition. This resulted in lower revenues than expected. Looking forward, we anticipate strong growth in the number
of consequential theatrical releases starting in the second quarter of 2023 and continuing for the remainder of the year.
Growth in kiosk revenues in 2023 will be driven not only by an increase in the number of theatrical releases and an
increase in box office, reflective of the strength in the anticipated movie slate, but also by the consistent weekly cadence of
theatrical releases. We believe the combination of these aforementioned factors, along with studios increasing promotion
of their
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movie slates and returning to/valuing the home-video window to maximize their revenues, positions kiosk rentals for
growth in 2023.
Licensing and other revenue decreased $7.2 million for the year ended December 31, 2022, compared to 2021. The
decreased revenue is mostly driven by a decrease of $24.2 million in international licensing sales. International licensing
agreements generally are for a fixed fee for all rights in a territory and therefore, the ultimate composition of the licensee’s
revenue generated (e.g., TVOD, SVOD, AVOD, etc.) is not known at the inception of the license when our revenue is
recognized. This decrease was partially offset by increases in domestic distribution and licensing agreements. Management
believes the majority of the sub-licensee’s revenues generated under these licenses will relate to VOD and streaming.
Costs & Expenses
The following table presents cost of revenue line items for the years ended December 31, 2022 and 2021 and the year-over-
year dollar and percentage changes for those line items:
d
Operating:
Year Ended December 31,
2022
% of
Total
2021
% of
Total
Change
Period over Period
Content amortization and other costs
Revenue share and partner fees
Distribution and platform costs
Total operating
$ 129,921,360
17,661,800
68,237,724
$ 215,820,884
60 % $ 53,328,287
8 % 13,728,694
33 %
21,876,757
100 % $ 88,933,738
60 % $ 76,593,073
3,933,106
15 %
25 %
46,360,967
100 % $ 126,887,146
144 %
29 %
212 %
143 %
Our cost of revenue increased by $126.9 million for the year ended December 31, 2022 compared to 2021. The increase in
content amortization and other costs of $76.6 million is primarily related to a $60.8 million increase in content amortization
and profit participations due to increased content monetization and additional revenues from our acquisitions, inclusive of
increased digital streaming across our Redbox direct to consumer streaming properties. Additionally, there was $7.6
million of higher third-party licensed content costs on Crackle Plus and a $3.9 million increase in lower margin, but
strategic, cost plus production services. Revenue share and partner fees increased $3.9 million due to a $3.7 million
increase in ad-representation sales. Distribution and platform costs increased $46.4 million, principally related to $44.1
million of direct operating costs, principally related to the merger with Redbox. The remaining increase of $2.3 million is
mostly related to the acceleration of older technology platform costs due to launching our new streaming apps and higher
content and hosting costs to maintain and enhance our growing Crackle Plus platforms.
Acquisitions account for $105.6 million of total Operating costs, including Redbox’s direct product costs of $35.1 million
and direct operating expenses of $44.1 million.
Selling, General and Administrative Expenses
The following table presents selling, general and administrative expense line items for the years ended December 31, 2022
and 2021 and the year-over-year dollar and percentage changes for those line items:
Year Ended December 31,
2022
2021
Change
Period over Period
Compensation expense
Share-based compensation
Professional fees
Public company expenses
Bad debt expense
Other operating expenses
Total operating expenses
$ 53,286,424 $ 23,937,425 $ 29,348,999 123 %
12 %
36 %
34 %
5,247,807
5,949,752
1,031,198
691,406
11,016,653
$ 93,537,386 $ 47,874,241 $ 45,663,145
2,136,054
347,723
(264,136) (38)
13,472,601 122 %
95 %
5,869,711
8,085,806
1,378,921
427,270
24,489,254
621,904
Compensation expense increased by $29.4 million for the year ended December 31, 2022 compared to 2021. This increase
is primarily due to an increase in headcount of over a thousand employees that were added as a result of the acquisition of
Redbox.
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Share-based compensation expense increased $0.6 million for the year ended December 31, 2022 compared to 2021. There
was $2.2 million of share-based compensation related to the acquisition of Redbox. This cost was offset by a decrease in
expense related to our stock options granted under the 2017 Long-term Incentive Plan which occurred due to the fewer new
options in 2022 as compared to 2021 and a lower average fair value at time of grant.
Professional fees increased by $2.1 million for the year ended December 31, 2022 compared to 2021. This increase is
primarily related to an increase in consulting, advisory and legal fees, as well as capital raising activities.
Public company expenses increased $0.3 million for the year ended December 31, 2022 compared to 2021. This increase is
primarily related to various fees in connection with our recent financing activities.
Bad debt expense decreased $0.3 million for the year ended December 31, 2022 compared to 2021. This decrease is a
result of increased collection efforts that began in 2021 and continued through 2022. The reserves for certain aged
customer balances have been trending down.
Other operating expenses increased $13.5 million for the year ended December 31, 2022 compared to 2021. There was
$9.4 million of expense incurred at Redbox, of which $2.3 million is marketing expenses. The remaining increase of $4.1
million is due to various other expenses incurred to support the company’s growth goals.
Amortization and Depreciation
Amortization and depreciation
Year Ended December 31,
2022
2021
Change
Period over Period
$ 20,716,325 $ 5,728,051 $ 14,988,274 262 %
Amortization and depreciation expense increased by $15.0 million principally due to the increase in acquired intangibles
from our acquisitions during 2022 and 2021, principally attributable to Redbox.
Management and License Fees
Management and license fees
Year Ended December 31,
2022
2021
Change
Period over Period
$ 18,400,648 $ 11,039,547 $ 7,361,101 67 %
The management and license fee increased $7.4 million or 67% for the year ended December 31, 2022 due to the increase
in eligible revenue growth over 2021.
Merger, Transaction, and Other Costs
Merger, transaction, and other costs
Year Ended December 31,
2022
2021
Change
Period over Period
$ 21,003,791 $ 2,781,507 $ 18,222,284 655 %
Merger, transaction, and other costs in the current period increased by $18.2 million. Of the increase, $16.8 million is due
to nonrecurring consulting, advisory and legal expenses principally related to the mergers and acquisitions of Redbox and
Sonar.
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Interest Expense
The following table presents interest expense for the years ended December 31, 2022 and 2021:
9.50% Notes due 2025
Revolving loan
HPS debt
Film acquisition advance
Revolving credit facility
Capital leases
Other debt
Amortization of deferred financing costs
Year Ended December 31,
2021
$ 3,140,499
526,488
—
664,768
50,556
—
—
448,864
$ 4,831,175
2022
$ 4,040,330
656,708
18,553,315
1,864,467
—
35,633
446,506
2,243,381
$ 27,840,340
Interest expense increased $23.0 million for the year ended December 31, 2022 compared to 2021. The increase is
primarily related to a higher average outstanding debt balance during 2022 as compared to 2021, principally related to the
debt assumed with the merger with Redbox.
Other Non-Operating Income, net
For the years ended December 31, 2022 and 2021 other non-operating income was $5.3 million and $0.4 million,
respectively. The increase of $4.9 million was primarily the result of a gain recognized due to the decrease in the fair value
of the Company’s liability for the warrants assumed in connection with the Redbox acquisition.
Provision for Income Taxes
As of December 31, 2022, the Company's effective income tax rate was a benefit of 26.8%, which differed from the federal
statutory rate of 21.0% primarily due to the release of a portion of the Company’s valuation allowance as a result of the
acquired deferred tax liability of Redbox. In connection with the Redbox acquisition, the Company recorded a deferred tax
liability of $42.7 million, which enabled the Company to release a portion of the beginning of year’s valuation allowance
of $27.4 million. As of December 31, 2021, the Company’s effective income tax rate was a benefit of 0.0% primarily due
to the fact that the Company recorded a full valuation allowance.
Temporary differences consist primarily of intangible assets, net programming costs and film library acquisition costs that
were, for current year additions, amortized over the straight line basis as permitted under the Internal Revenue Code as
well as prior year released USA produced shows having been deducted for tax purposes in the period incurred (under
Internal Revenue Code Sections 168(k) and 181 as contrasted to the capitalization and amortization for financial reporting
purposes under the guidance of ASC 926 — Entertainment — Films. We also incurred impairment losses that were charged
to operations on the financial statements on some of those assets but are not currently deductible for tax purposes.
Additionally, the Company amortized, for tax purposes, intangible assets as well as acquisition related costs under Section
197 of the Internal Revenue Code, the amounts of which differ substantially from charges on related assets that are either
not amortized for financial reporting, charged to operations in the period incurred, or amortized at different rates.
Permanent differences consist primarily of: (1) Transaction costs which are not deductible for income tax purposes due to
the nature of the transaction, (2) option grants under the Company’s Long-term Incentive Plan that are not deductible until
exercised, and (3) change in fair value of the warrant liability which is not deductible for income tax purposes.
Related Party Resources and Obligations
CSS License Agreement
We have a trademark and intellectual property license agreement with CSS, which we refer to as the ‘‘CSS License
Agreement.’’ Under the terms of the CSS License Agreement, we have been granted a perpetual, exclusive, worldwide
license to produce and distribute video content using the Chicken Soup for the Soul brand and related content, such as
stories published in the Chicken Soup for the Soul books.
We pay CSS an incremental recurring license fee equal to 4% of our net revenue for each calendar quarter, and a marketing
fee of 1% of our net revenue.
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For the years ended December 31, 2022 and 2021, we recorded $9.2 million and $5.5 million, respectively, of license fee
expense under this agreement. We believe that the terms and conditions of the CSS License Agreement, which provides us
with the rights to use the trademark and intellectual property in connection with our video content, are more favorable to us
than any similar agreement we could have negotiated with an independent third-party.
CSS Management Agreement
We have a management services agreement, the ‘‘CSS Management Agreement’’, in which we pay CSS a management fee
equal to 5% of our net revenue. Under the terms of the CSS Management Agreement, we are provided with the broad
operational expertise of CSS and its subsidiaries and personnel, including the services of our chairman and chief executive
officer, Mr. Rouhana, our senior brand advisor and director, Ms. Amy Newmark, and the CSS chief financial officer, Mr.
Christopher Mitchell. The CSS Management Agreement also provides for services, such as accounting, legal, marketing,
management, data access and back-office systems, and provides us with office space and equipment usage. On August 1,
2019, we entered into an amendment to the CSS Management Agreement which removed our obligation to pay sales
commissions to CSS in connection with sponsorships for our video content or other revenue generating transactions
arranged by CSS or its affiliates. On March 15, 2021, we entered into a further amendment to the CSS Management
Agreement which clarified that the term of the CSS Management Agreement is five years, with automatic one-year
renewals unless affirmatively terminated by one of the parties. Beginning in August 2022, 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.
For the years ended December 31, 2022 and 2021, we recorded $9.2 million and $5.5 million, respectively, of management
fee expense under this agreement. We believe that the terms and conditions of the CSS Management Agreement, as
amended, are more favorable and cost effective to us than if we hired the full staff to operate the Company.
For additional information Note 19, Subsequent Events, in Chicken Soup’s Notes to Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K.
Use of Non-GAAP Financial Measure
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”). We use a non-GAAP financial measure to evaluate our results of operations and as a
supplemental indicator of our operating performance. The non-GAAP financial measure that we use is Adjusted EBITDA.
Adjusted EBITDA (as defined below) is considered a non-GAAP financial measure as defined by Regulation G
promulgated by the SEC under the Securities Act of 1933, as amended. Due to the significance of non-cash, non-recurring,
and acquisition related expenses recognized for the year ended December 31, 2022 and 2021, and the likelihood of material
non-cash, non-recurring, and acquisition related expenses to occur in future periods, we believe that this non-GAAP
financial measure enhances the understanding of our historical and current financial results as well as provides investors
with measures used by management for the planning and forecasting of future periods, as well as for measuring
performance for compensation of executives and other members of management. Further, we believe that Adjusted
EBITDA enables our board of directors and management to analyze and evaluate financial and strategic planning decisions
that will directly affect operating decisions and investments. We believe this measure is an important indicator of our
operational strength and performance of our business because it provides a link between operational performance and
operating income. It is also a primary measure used by management in evaluating companies as potential acquisition
targets. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view
performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to
understand our operating performance and makes it easier to compare our results with other companies that have different
capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by
our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to
other companies in our industry.
The presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by
unusual, infrequent or non-recurring items or by non-cash items. This non-GAAP financial measure should be considered
in addition to, rather than as a substitute for, our actual operating results included in our consolidated financial statements.
We define Adjusted EBITDA as consolidated operating income (loss) adjusted to exclude interest, taxes, depreciation,
amortization (including tangible and intangible assets), acquisition-related costs, consulting fees related to acquisitions,
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dividend payments, non-cash share-based compensation expense, and adjustments for other unusual and infrequent in
nature identified charges, including transition related expenses. Adjusted EBITDA is not an earnings measure recognized
by US GAAP and does not have a standardized meaning prescribed by GAAP; accordingly, Adjusted EBITDA may not be
comparable to similar measures presented by other companies. We believe Adjusted EBITDA to be a meaningful indicator
of our performance that management uses and believes provides useful information to investors regarding our financial
condition and results of operations. The most comparable GAAP measure is operating income (loss).
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a
substitute for analysis of our results as reported under GAAP. Some of these limitations are:
● Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or
contractual commitments;
● Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;
● Adjusted EBITDA does not reflect the effects of preferred dividend payments, or the cash requirements necessary
to fund;
● Although amortization and depreciation is a non-cash charge, the assets being depreciated will often have to be
replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
● Adjusted EBITDA does not reflect the effects of the amortization of our film library, which include cash and non-
cash amortization of our initial film library investments, participation costs and theatrical release costs;
● Adjusted EBITDA does not reflect the impact of stock-based compensation upon our results of operations;
● Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service
interest or principal payments on our debt;
● Adjusted EBITDA does not reflect our income tax (benefit) expense or the cash requirements to pay our income
taxes;
● Adjusted EBITDA does not reflect the impact of acquisition related expenses; and the cash requirements
necessary;
● Adjusted EBITDA does not reflect the impact of other non-recurring, infrequent in nature and unusual expenses;
and
● Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness
as a comparative measure.
In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated
in this presentation.
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Reconciliation of Historical GAAP Net Loss as reported to Adjusted EBITDA
The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP
measure, for the periods presented:
Year Ended December 31,
2021
2022
Net loss available to common stockholders
Preferred dividends
Net loss attributable to noncontrolling interests
Income tax (benefit) provision
Other taxes
Interest expense(a)
Film library amortization and related costs(b)
Share-based compensation expense(c)
Expense for bad debt and video returns
Amortization and depreciation(d)
Other non-operating income, net(e)
Impairment of assets(f)
Transitional expenses(g)
All other nonrecurring costs(h)
Adjusted EBITDA
$ (111,290,202) $ (59,419,724)
9,013,540
(73,458)
66,000
308,720
4,831,175
35,630,591
5,247,807
2,522,629
7,408,155
(379,151)
11,839,501
560,982
4,267,725
$ 21,824,492
9,745,950
(404,664)
(37,301,242)
408,309
27,840,340
66,538,476
5,869,711
3,316,112
23,565,986
(4,259,122)
12,652,452
7,175,963
29,610,957
33,469,026
$
(a).
(b).
Includes amortization of deferred financing costs of $1,057,175 and $495,974 for the years ended December 31, 2022 and 2021, respectively.
Includes film library amortization, film library revenue shares and participation costs, theatrical release costs as well as amortization for certain
program rights.
(c). Represents expense related to common stock equivalents issued to certain employees and officers under the Long-Term Incentive Plan. In addition to
common stock grants issued to employees, directors, and consultants.
Includes depreciation and amortization of intangibles, property and equipment and amortization of technology expenditures included in operating costs.
(d).
(e). Other non-operating income is primarily comprised of interest income earned on cash deposits, other non-operating income including settlements, debt
extinguishment costs, and changes to fair market value of warrants.
(f). Represents impairments charges related to our content and intangible assets.
(g). Represents transitional and integration costs primarily associated with business combinations. Costs include non-recurring payroll.and redundant or
non-recurring costs including technology, marketing, and certain overhead.
(h).
Includes legal, consulting, accounting, and other non-recurring operating and transaction related expenses.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our existing cash and cash equivalents, operating cash inflows and financing activities.
As of December 31, 2022, we had cash and cash equivalents of $18.7 million, which includes $3.7 million of restricted
cash. Our total gross debt outstanding was $500.2 million as of December 31, 2022, of which $44.9 million is comprised of
outstanding principal under our 9.50% Notes due 2025, $417.7 million under our HPS Credit Facility, $6.6 million
under our MUFG Union Bank film financing facility, $27.8 million on our film acquisition advances, and $3.2 million for
capital leases and other debt financing.
Debt, net of debt issuance costs, increased $424.4 million primarily due to an increase in HPS loans acquired with the
Redbox merger in August 2022. The amount of principal due in the next twelve months is approximately $18.8 million.
Under our HPS Credit Facility, we have the ability to PIK the interest for the first 18 months through February 11, 2024.
See Note 11, Debt, in the accompanying notes to our consolidated financial statements.
During the year ended December 31, 2022, the Company completed the sale of an aggregate of 718,027 shares of Series A
Preferred Stock, for net proceeds of $17.0 million, pursuant to an “At the Market Issuance.”
During the year ended December 31, 2022, the Company completed the sale of an aggregate of 376,163 shares of Class A
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Common Stock, for net proceeds of $3.7 million, pursuant to an At the Market Issuance.
We have declared monthly dividends of $0.2031 per share on our Series A Preferred Stock to holders of record as of each
month end for each of the twelve months ended December 31, 2022 and 2021. Total dividends declared during the years
ended December 31, 2022 and 2021 was $9.7 million and $9.0 million, respectively.
As of December 31, 2022, we had $124.3 million in content obligations, comprised of $39.8 million of film library
acquisition obligations, $55.8 million of programming obligations and $28.7 million of accrued participation costs. We
have $98.0 million of off-balance sheet commitments and contingent considerations. See Note 15, Commitments &
Contingencies in the accompanying notes to our consolidated financial statements.
Cash Flows
Our cash and cash equivalents balance was $18.7 million and $44.3 million as of December 31, 2022 and 2021,
respectively. Cash flow information for the years ended December 31, 2022 and 2021 is as follows:
Cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Operating Activities
Year Ended December 31,
2021
2022
$ (62,937,000) $ (30,369,619)
$ (15,376,347)
437,081
$
$ 75,297,973
$ 36,865,844
Net cash used in operating activities was $(62.9) million and $(30.4) million for the years ended December 31, 2022 and
2021, respectively. The increase of $32.6 million in cash used in operating activities for the year ended December 31, 2022
compared to 2021 was primarily due to a $40.7 million increase in net loss adjusted for the exclusion of non-cash items,
and a $8.2 million increase related to the effect of changes in operating assets and liabilities.
The net loss adjusted for the exclusion of non-cash items was approximately a loss of $(24.7) million for the year ended
December 31, 2022 compared to the net income adjusted for the exclusion of non-cash items of $16.0 million for the year
ended December 31, 2021. The increase in the net loss adjusted for the exclusion of non-cash items was primarily due to
the increased net loss of $(51.5) million offset by an increase in net non-cash items driven mostly by $45.8 million increase
in the amortization of content and intangible assets offset by $35.1 million benefit from deferred income taxes.
The effect of changes in operating assets and liabilities was a decrease of $38.2 million for the year ended December 31,
2022 compared to a decrease of $46.4 million for the year ended December 31, 2021. The most significant drivers
contributing to this increase relate to the following:
● Changes in accounts receivable primarily driven by increased revenues and licensing agreements with extended
payment terms including minimum guarantees. Accounts receivable increased $34.7 million during the year
ended December 31, 2022 as compared to an increase of $19.6 million during the year ended December 31, 2021.
● Changes in content assets primarily due to increased premium content investment in our film library. Content
assets increased $92.6 million during the year ended December 31, 2022 compared to a $48.4 million increase
during the year ended December 31, 2021.
● Changes in film library acquisition and programming obligations primarily due to the timing of payments and
increased content investment in our film library content. Film library acquisition and programming obligations
increased $69.3 million during the year ended December 31, 2022 compared to a $13.0 million increase during
the year ended December 31, 2021.
Investing Activities
For the years ended December 31, 2022, our investing activities provided cash totaling $0.4 million. This increase was due
to $12.9 million of cash received in the acquisition of Redbox offset by $6.7 million used to fund the 1091 acquisitions.
The net receipt of cash was partially offset by $5.8 million in cash used for capital expenditures, primarily related to
enhancing our technology infrastructure and Crackle Plus platforms.
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For the years ended December 31, 2021, our investing activities required a net use of cash totaling $15.4 million. This was
due to $19.4 million of cash used to fund the Sonar and Locomotive Global acquisitions and $1.6 million in cash used for
capital expenditures primarily related to enhancing our technology infrastructure and Crackle Plus platforms. The cash
used in investing activities was partially offset by a $5.6 million decrease in our due-from affiliated companies’ balance
driven by our parent company’s central cash management system, through which from time-to-time funds are transferred to
meet liquidity needs and are settled on an ongoing basis.
Financing Activities
For the year ended December 31, 2022, our financing activities provided net cash totaling $36.9 million. This increase was
primarily due to $17.1 million in net proceeds from the issuance of our preferred stock, $55.3 million in proceeds from our
revolving credit facility with HPS offset by the payment of our revolving credit facility with Mid-cap of $26.1 million,
$11.1 million in proceeds from the sale of 9.50% notes due 2025, $8.5 million in proceeds for our film acquisition advance
offset by payments of $5.2 million, $0.5 million in proceeds from the exercise of stock options and warrants, proceeds of
$3.6 million in the issuance of common stock offset by the repurchase of common stock in the amount of $14.0 million,
$7.2 million payment of contingent consideration related to the Sonar acquisition, a $9.6 million payment of dividends to
preferred stockholders, and additional proceeds from related parties for $3.3 million. These financing activities during the
period have allowed the Company to maintain its liquidity position by increasing cash on-hand to scale and fund the
operations of the Company.
For the year ended December 31, 2021, our financing activities provided net cash totaling $75.3 million. This increase was
primarily due to the $70.5 million in net proceeds related to the July 2021 public common stock offering, $21.4 million in
net proceeds related to the January 2021 common stock private placement, $17.8 million in net proceeds related to the
revolving loan with Midcap Financial Trust, $3.4 million in net proceeds from the at-the-market common stock offerings
during the period, $3.3 million in proceeds from the exercise of stock options and warrants, offset by the repurchase of
common stock in the amount of $12.6 million, $8.6 million payment of contingent consideration related to the Sonar
acquisition, a $8.7 million payment of dividends to preferred stockholders, purchasing an additional 25,000 units of
common equity in Landmark Studio Group for $6.0 million, the $2.5 million repayment of the outstanding principal under
the revolving credit facility with Cole Investments VII, LLC, a $2.5 million payment on our film acquisition advance, a
$0.7 million payment on our Revolving Loan and a $0.5 million increase in our due-to affiliated companies balance. These
financing activities during the period have resulted in the Company improving its liquidity position by increasing cash on-
hand to scale and fund the operations of the Company.
Anticipated Cash Requirements
We believe that an anticipated increase in our operating cash flows in 2023 along with our the cash on hand, together with a
combination of equity and/or debt financings in 2023, will be adequate to meet our known operational cash needs. We
have and intend to continue to utilize several sources to raise capital including the following:
● On March 31, 2023 we announced an underwritten public offering of Class A common stock that is expected to
have net proceeds of $10.4 million (see Note 19, Subsequent Events, in our financial statements),
● an At-The-Market program that we regularly sell our preferred stock and our Class A common stock, including
$20.4 million in 2022 and $12.5 million thru March 24, 2023 (see Note 16, Stockholders’ Equity, in our financial
statements),
● we entered into a purchase commitment in March of 2023 with Lincoln Park Capital Fund, LLC who will
purchase up to $50 million worth of our Class A common stock over a three-year period at the Company’s option,
based on defined volume requirements and certain defined guidelines (see Note 19, Subsequent Events, in our
financial statements),
● we regularly engage in normal course content financings to fund a portion of our content distribution rights
acquisitions through various financing partners,
● since our merger with Redbox, we have, and continue to have the ability to PIK our interest payments under our
HPS credit facility through February 11, 2024. Also, as permitted under the credit facility, we have the ability to
enter into up to a $40 million dollar asset-based lending facility secured by our accounts receivable.
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We monitor our cash flow, working capital, capital base, operational spending, and leverage ratios with the long-term goal
of maintaining our credit worthiness. If we are required to access debt or equity financing for our operating needs, we may
incur additional debt and/or issue preferred stock or our Class A common stock, which could serve to materially increase
our liabilities and/or cause dilution to existing holders. There can be no assurance that we would be able to access debt or
equity financing if required on a timely basis or at all or on terms that are commercially reasonable to our Company. If we
should be required to obtain debt or equity financing and are unable to do so on the required terms, our operations and
financial performance could be materially adversely affected.
Inflation
The Company is experiencing the impacts of inflation in various areas of its business, including but not limited to labor,
fuel, parts, insurance and shipping. The Company expects inflationary pressures to continue in 2023.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of our financial statements in conformity with generally accepted accounting principles requires
management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these
evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported
amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions.
We consider the following accounting policies to be the most critical as they are important to our financial condition and
results of operations and require significant judgment and estimates on the part of management in their application. The
risks and uncertainties involved in applying our critical accounting policies are provided below. Unless otherwise noted, we
applied our critical accounting policies and estimation methods consistently in all material respects and for all periods
presented and have discussed such policies with our Audit Committee. For a summary of our significant accounting
policies, see the accompanying notes to the consolidated financial statements
Revenue Recognition
Revenue from contracts with customers is recognized as contractual performance obligations are satisfied; generally, this
occurs at the point in time when the customer has the ability to direct the use and obtain substantially all the benefits of that
good or service. Our contractual performance obligations include the rental, licensing or sale of content, ancillary rights,
production services, third-party kiosk servicing or delivery of online advertisements. Revenue is measured at contract
inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services to
customers.
Film Ultimates & Content Amortization
Original productions, acquired film rights, and acquired film libraries are stated at the lower of amortized cost or estimated
fair value. The valuation of content is reviewed at the individual title level or acquired library level, when an event or
change in circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a
DCF methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a
film ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted
average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. An
impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of
future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of costs
may be required because of changes in management’s future revenue estimates.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, principally finite lived intangibles, for impairment whenever events or changes
in circumstances indicate that the carrying amount of the asset grouping may not be recoverable. If the sum of the expected
future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is
recognized as the amount by which the carrying amount of the asset exceeds its fair value. The expected cash flows are
based on assumptions regarding our future business outlook and where appropriate, include a residual value based on a
revenue market multiple. While we continue to review and analyze many factors that can impact our business prospects
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in the future, our analyses are subjective and are based on conditions existing at and trends leading up to the time the
assumptions are made. Actual results could differ from these assumptions.
Goodwill & Indefinite Lived Intangibles
Goodwill and other intangible assets with indefinite lives are reviewed for impairment on an annual basis or more
frequently if events or circumstances indicate the carrying amount may not be recoverable. If the carrying value of
goodwill assigned to a reporting unit or an indefinite-lived intangible asset exceeds fair value, an impairment charge is
recognized. The fair value of the Company’s reporting units or indefinite lived intangible asset is based on assumptions
regarding our future business outlook. While we continue to review and analyze many factors that can impact our business
prospects in the future, our analyses are subjective and are based on conditions existing at and trends leading up to the time
the assumptions are made. Actual results could differ from these assumptions.
Our annual goodwill impairment test is performed at December 31, 2022. We performed a quantitative assessment of our
Distribution & Production and Online Networks reporting units and found the fair value exceeded the carrying value. The
Online Networks reporting unit had a negative equity value as of December 31, 2022 and 2021, and is therefore not
deemed to be impaired, as the reporting unit’s fair value exceeds the carrying value. In 2021, we performed a quantitative
test for our SVOD reporting unit and found that the SVOD reporting unit’s goodwill was impaired as of December 31,
2021, resulting in a charge of $1.3 million.
In 2022 and 2021, we performed a qualitative assessment of our indefinite lived CSS brand license and determined it was
not impaired. Based on the qualitative assessments, considering the aggregation of the relevant factors, we concluded that
the fair value of the license is greater than its carrying value, and therefore, performing a quantitative test was unnecessary
We also performed a quantitative assessment for our Popcornflix brand indefinite lived intangible. We weighed the relative
impact of market-specific and macroeconomic factors for the AVOD market, as well as factors specific to the Popcornflix
AVOD service. Our assessment included expected future revenue estimates for the Popcornflix service and revenue
multiples from publicly traded companies with operations and characteristics similar to Popcornflix. Based on the results
of our quantitative impairment test, we concluded that the estimated carrying value exceeded its fair value and therefore we
determined that an impairment charge of $3.5 million was required and have reclassified the brand intangible asset to a
finite lived intangible asset.
Income Taxes
The Company’s income tax expense, deferred tax assets and deferred tax liabilities, and liabilities for unrecognized
tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income
taxes in the United States and Puerto Rico. Significant judgment and estimates are required in the determination of the
consolidated income tax expense.
Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is
more likely than not to be realized. In evaluating its ability to recover its deferred tax assets, the Company considers all
available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable
income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins
with historical results and incorporates assumptions about the amount of future pretax operating income adjusted for items
that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment
and are consistent with the plans and estimates the Company uses to manage the underlying businesses. In evaluating the
objective evidence that historical results provide, the Company considers three years of cumulative operating income
(loss).
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws
and regulations in a multitude of jurisdictions across its operations. ASC 740 states that a tax benefit from an uncertain tax
position may be recognized when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, on the basis of the technical merits.
The Company (1) records unrecognized tax benefits (“UTB’s”) as liabilities in accordance with ASC 740 and (2) adjusts
these liabilities when its judgment changes as a result of the evaluation of new information not previously available.
Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially
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different from management’s current estimate of the UTB liabilities. These differences will be reflected as increases or
decreases to income tax expense in the period in which new information is available.
At December 31, 2022 and 2021, the liabilities related to total unrecognized tax benefits were $0.1 million and $0.0
million, respectively, all of which would have an impact on the effective tax rate if recognized. Accrued interest and
penalties associated with uncertain tax positions was $0.0 million and $0.0 million, for each of the years ended December
31, 2022 and 2021, respectively. The Company will not have any of its currently remaining unrecognized tax benefits
recognized by the end of 2023, as all are still within the statute of limitations.
For additional information see Note 13: Income Taxes in Chicken Soup’s Notes to Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Item 8, Financial Statements and Supplementary Data - Note 3 “Recent Accounting Pronouncements”.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
As of December 31, 2022, the Company has interest rate risk related to approximately $424.3 million of variable rate debt
that is payable over 30 months to 5 years. A 1% increase in interest rates would increase our annual run rate interest
expense by approximately $4.2 million. We currently do not hedge or have any other programs in place to mitigate this
interest rate risk but may engage in a hedging strategy in the future.
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ITEM 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5905)
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021
Page
Number
F-2
F-3
F-4
F-5
F-6
F-7
Notes to Consolidated Financial Statements
F-8 to F-45
F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Chicken Soup for the Soul Entertainment, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Chicken Soup for the Soul Entertainment, Inc. and
subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations,
comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of
its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with
accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Rosenfield and Company, PLLC
We have served as the Company’s auditor since 2017.
New York, New York
March 30, 2023
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Chicken Soup for the Soul Entertainment, Inc.
Consolidated Balance Sheets
ASSETS
Cash, cash equivalents and restricted cash
Accounts receivable, net of allowance for doubtful accounts of $1,277,597 and $786,830, respectively
Prepaid expenses and other current assets
Operating lease right-of-use assets
Content assets, net
Intangible assets, net
Goodwill
Other assets, net
Total assets
LIABILITIES AND EQUITY
Accounts payable
Accrued expenses
Due to affiliated companies
Programming obligations
Film library acquisition obligations
Accrued participation costs
Debt, net
Contingent consideration
Put option obligation
Operating lease liabilities
Other liabilities
Total liabilities
Commitments and contingencies (Note 15)
Stockholders' Equity:
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of
$25.00 per share, 10,000,000 shares authorized; 4,496,345 and 3,698,318 shares issued and outstanding,
respectively; redemption value of $112,408,625 and $92,457,950, respectively
Class A common stock, $.0001 par value, 140,000,000 shares authorized; 15,621,562 and 8,964,330
shares issued, 13,198,720 and 8,019,828 shares outstanding, respectively
Class B common stock, $.0001 par value, 20,000,000 shares authorized; 7,654,506 shares issued and
outstanding, respectively
Additional paid-in capital
Deficit
Accumulated other comprehensive income
Class A common stock held in treasury, at cost (2,422,842 and 944,502 shares, respectively)
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2022
December 31,
2021
18,738,395
113,963,425
13,196,180
16,315,342
126,090,508
305,425,709
260,748,057
29,401,793
883,879,409
50,960,682
87,817,015
3,778,936
55,883,788
39,750,121
28,695,713
479,653,611
7,311,949
11,400,000
18,079,469
20,800,186
804,131,470
$
44,286,105
60,213,807
1,904,273
—
63,645,396
30,199,034
39,986,530
4,774,925
$ 245,010,070
$
12,547,652
22,094,505
489,959
1,641,250
24,673,866
12,323,329
54,859,599
9,764,256
11,400,000
—
3,616,501
153,410,917
450
1,559
370
899
766
355,185,280
(247,752,446)
47,528
(28,165,913)
79,317,224
430,715
79,747,939
883,879,409
766
240,609,345
(136,462,244)
571
(13,202,407)
90,947,300
651,853
91,599,153
$ 245,010,070
$
$
$
$
See accompanying notes to consolidated financial statements.
F-3
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Consolidated Statements of Operations
Net revenues
Costs and expenses
Operating
Selling, general and administrative
Amortization and depreciation
Management and license fees
Merger, transaction, and other costs
Total costs and expenses
Operating loss
Interest expense
Other non-operating income, net
Loss before income taxes and preferred dividends
Income tax (benefit) provision
Net loss before noncontrolling interests and preferred dividends
Net loss attributable to noncontrolling interests
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.
Less: preferred dividends
Net loss available to common stockholders
Net loss per common share:
Basic and diluted
Weighted-average common shares outstanding:
Basic and diluted
Year Ended December 31,
2021
2022
$ 110,395,466
$ 252,810,110
215,820,880
93,537,386
20,716,325
18,400,648
21,003,791
369,479,030
(116,668,920)
27,840,340
(5,259,102)
(139,250,158)
(37,301,242)
(101,948,916)
(404,664)
(101,544,252)
9,745,950
$ (111,290,202)
88,933,738
47,874,241
5,728,051
11,039,547
2,781,507
156,357,084
(45,961,618)
4,831,175
(379,151)
(50,413,642)
66,000
(50,479,642)
(73,458)
(50,406,184)
9,013,540
$ (59,419,724)
$
(6.45)
$
(3.96)
17,261,460
15,018,421
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Consolidated Statements of Comprehensive Loss
Net loss
Other comprehensive income (loss):
Foreign currency translation adjustments
Comprehensive loss attributable to noncontrolling interests
Comprehensive loss
Year Ended December 31,
2021
2022
$ (101,948,916) $ (50,479,642)
86,365
(39,408)
1,372
(801)
$ (101,901,959) $ (50,479,071)
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Consolidated Statements of Stockholders’ Equity
Preferred Stock
Common Stock
Balance, December 31, 2020
Par
Shares Value
2,098,318 $210
Class A
Par
Shares
5,157,053 $ 516
Value Shares
Class B
Additional
Paid-In
Capital
7,654,506 $766 $ 106,425,548 $ (77,247,982) $
Par
Value
Deficit
Accumulated
Other
Comprehensive
Income
Subsidiary
Convertible
Preferred Noncontrolling
Treasury
Stock
(632,729) $ 36,350,000 $
Stock
— $
522,871
119,988
3,023,727
5,135
135,556
52
12
303
2
14
160
2,684,307
2,563,500
2,989,715
285,941
95,310,510
(2)
(14)
36,349,840
(6,000,000)
(9,013,540)
(36,350,000)
(12,569,678)
Interests
205,462 $
Total
65,101,791
2,684,307
2,563,500
2,989,767
285,953
95,310,813
—
—
—
(9,013,540)
(12,569,678)
(6,000,000)
Share based compensation -
stock options
Share based compensation -
common stock
Stock options exercised
Warrant exercises - Class W
and Z
Issuance of common stock, net
Shares issued to directors
Common stock grant
Issuance of preferred stock, net 1,600,000
Dividends on preferred stock
Purchase of treasury stock
Acquisition
noncontrolling interest
Elimination of noncontrolling
interests
Net
noncontrolling interests
Business combination
Other comprehensive gain, net
Comprehensive
income
attributable to noncontrolling
interests
Net loss
attributable
subsidiary
loss
of
to
205,462
(205,462)
—
1,372
(801)
(50,406,184)
(73,458)
724,510
801
Balance, December 31, 2021
3,698,318 $370
8,964,330 $ 899
7,654,506 $766 $ 240,609,345 $ (136,462,244) $
571 $ (13,202,407) $
— $
651,853 $
Share based compensation -
stock options
Share based compensation-
common stock
Share based compensation -
Redbox merger related
Shares issued to directors
Issuance of common stock, net
Issuance of preferred stock, net
Stock options exercised
Warrant exercise - HPS
Warrant Issued - HPS
Stock issued under ESPP
1091 business combination
Acquisition
noncontrolling interest
Locomotive
combination
Redbox business combination
RSU vesting, net of shares
withheld for payroll taxes
Purchase of treasury stock
Dividends on preferred stock
Net
noncontrolling interest
Other comprehensive loss, net
Comprehensive
loss
attributable to noncontrolling
interests
Net loss
attributable
subsidiary
business
loss
of
to
718,027
72
80,000
8
456,573
40,000
1,011,530
27,934
375,000
84,000
45
4
98
2
37
8
4,662,195
466
3,382,529
255,000
2,232,182
3,630,422
17,079,943
301,696
(98)
14,920,068
200,589
5,283,705
(2,200,000)
68,482,415
1,007,484
(1,007,484)
(13,956,022)
(9,745,950)
86,365
(39,408)
(101,544,252)
144,118
(404,664)
39,408
Balance, December 31, 2022
4,496,345 $450 15,621,562 $ 1,559 7,654,506 $766 $ 355,185,280 $ (247,752,446) $
47,528 $ (28,165,913) $
— $
430,715 $
See accompanying notes to consolidated financial statements.
F-6
(73,458)
724,510
1,372
—
(50,406,184)
91,599,153
3,382,529
255,000
2,232,182
—
3,630,467
17,080,015
301,700
—
14,920,068
200,591
5,283,750
(2,199,992)
144,118
68,482,881
—
(13,956,022)
(9,745,950)
(318,299)
(39,408)
39,408
(101,544,252)
79,747,939
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Consolidated Statements of Cash Flows
Cash flows from Operating Activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation
Content asset amortization
Amortization of deferred financing and debt discount costs
Amortization and depreciation of intangibles, property and equipment
Bad debt and video return expense
Loss on impairment of intangible assets & goodwill
Loss on debt extinguishment
Deferred income taxes
Changes in operating assets and liabilities:
Trade accounts receivable
Prepaid expenses and other assets
Content assets
Accounts payable, accrued expenses and other payables
Film library acquisition and programming obligations
Accrued participation costs
Other liabilities
Net cash used in operating activities
Cash flows from Investing Activities:
Expenditures for property and equipment
Business combination, net of cash acquired
Increase in due from affiliated companies
Net cash used in investing activities
Cash flows from Financing Activities:
Principal payments on debt
Repurchase of common stock
Payment of contingent consideration
Acquisition of noncontrolling interests
Payments of revolving loan
Payments on capital leases
Proceeds from 9.50% notes due 2025, net
Payments on film acquisition advances
Proceeds from other debt
Payments on other debt
Proceeds from issuance of Class A common stock
Proceeds from issuance of preferred stock
Proceeds from revolving loan
Proceeds from film acquisition advances
Proceeds from exercise of stock options and warrants
Increase in due to affiliated companies
Dividends paid to preferred stockholders
Net cash provided by financing activities
Effect of foreign exchanges on cash, cash equivalents and restricted cash
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of the period
Supplemental data:
Cash paid for interest
Non-cash investing activities:
Property and equipment in accounts payable and accrued expenses
Non-cash financing activities:
Class A common stock and additional consideration for acquisition of noncontrolling interest
Class A common stock and assumption of warrants for Redbox Merger
Class A common stock for acquisition of 1091
Preferred stock issued for acquisition of 1091
Warrant issued in conjunction with HPS credit facility
Non-cash film acquisition advances
Preferred stock issued for Crackle Plus acquisition
See accompanying notes to consolidated financial statements.
F-7
Year Ended December 31,
2021
2022
$
(101,948,916)
$
(50,479,642)
5,869,711
74,523,774
1,057,175
23,565,986
3,316,112
3,500,000
485,541
(35,092,120)
(34,663,305)
(14,091,077)
(92,632,179)
18,049,218
69,318,793
21,070,077
(5,265,790)
(62,937,000)
(5,811,993)
6,249,074
—
437,081
—
(13,956,022)
(7,150,000)
(749,992)
(26,119,991)
(879,384)
11,094,946
(5,209,111)
2,562,911
(1,479,558)
3,630,467
17,080,015
55,313,051
8,521,115
502,291
3,288,977
(9,583,871)
36,865,844
86,365
(25,547,710)
44,286,105
18,738,395
5,375,480
676,187
2,228,680
70,005,148
3,303,750
1,980,000
14,920,068
18,339,885
$
$
$
$
$
$
$
$
5,247,807
48,777,684
495,974
7,408,155
2,522,629
2,044,647
—
—
(19,626,535)
(431,249)
(48,402,762)
7,902,826
13,001,238
(212,322)
1,381,931
(30,369,619)
(1,605,795)
(19,419,204)
5,648,652
(15,376,347)
(5,649,459)
(12,569,678)
(8,627,284)
(6,000,000)
—
—
—
—
—
—
95,310,813
—
17,756,482
3,275,720
489,959
(8,688,580)
75,297,973
1,372
29,553,379
14,732,726
44,286,105
4,783,413
383,015
—
—
—
—
—
— $
40,000,000
$
$
$
$
$
$
$
$
$
$
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
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 over
160 channels as well as a transaction video-on-demand (TVOD) service. To provide original and exclusive content to its
viewers, the company creates, acquires and distributes films and TV series through its Screen Media and Chicken Soup for
the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul,
LLC, which publishes the famous books series and produces super-premium pet food under the Chicken Soup for the Soul
(CSS) brand name. References to “CSSE,” the “Company,” “we,” “us” and “our” refer to Chicken Soup for the Soul
Entertainment, Inc. and its consolidated subsidiaries, unless the context otherwise requires.
The acquisition of Redbox in August 2022 added another established brand and leading home entertainment provider to the
Chicken Soup for the Soul Entertainment portfolio of companies. For some 20 years, Redbox has focused on providing
U.S. customers with the best value in entertainment and the most choice in how they consume it, through physical media
and/or digital services. Through its physical media business, consumers can rent or purchase new-release DVDs and Blu-
ray DiscsTM from its nationwide network of approximately 32,000 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 160 linear channels. Redbox also generates service revenue by providing
installation, merchandising and break-fix services to other kiosk businesses, and by selling third-party display advertising
via its mobile app, website, and e-mails, as well as display and video advertising at the kiosk.
The Company is managed by the Company CEO Mr. William J. Rouhana, Jr, and has historically operated and reported as
one segment, the production and distribution of video content. In connection with the acquisition of Redbox, the Company
is reassessing its reportable segments. The Company currently operates in the United States and India and derives its
revenue primarily in the United States. The Company distributes content in over 56 countries and territories worldwide.
Financial Condition and Liquidity
As of December 31, 2022, the Company had a deficit of $247.8 million since inception and for the year ended December
31, 2022, the Company had a net loss attributable to common stockholders of $111.3 million.
The Company believes that with the cash on hand, anticipated operational cash flows, together with equity and or debt
offerings in 2023, including the issuance of common and preferred shares, additional film financings, and the ability to
enter into an asset-based lending facility (up to $40 million permitted under our HPS credit facility) will be sufficient to
meet the Company’s cash requirements beyond the next twelve months. The Company monitors cash flow liquidity, its
capital base, operational spending, and leverage ratios with the long-term goal of maintaining Company credit worthiness.
See Note 19, Subsequent Events, for additional information.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority
owned subsidiaries in which a controlling financial interest is maintained and variable interest entities (“VIEs”), where the
Company is considered the primary beneficiary, after the elimination of intercompany transactions. The consolidated
financial statements are prepared in conformity with accounting principles generally accepted in the United States of
America (‘‘GAAP’’).
F-8
Table of Contents
Reclassifications
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation. The
reclassifications have no effect on the reported net loss.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The
Company’s significant estimates include those related to revenue recognition, ultimate revenues, future cash flows of long-
lived asset groups and the fair value of indefinite lived intangibles and goodwill. Actual results could differ from those
estimates.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less and consist
primarily of money market funds. Such investments are stated at cost, which approximates fair value. For the years ended
December 31, 2022 and 2021, restricted cash was $3.7 million and $1.6 million, respectively.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. 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 is recognized using the straight-line method over the following
approximate useful lives:
D
Useful Life
Redbox kiosks and components
Computers and software
Leasehold improvements (shorter of life of asset or remaining lease term)
Office furniture and equipment
Vehicles
The value of the Company’s property and equipment as of December 31, 2022 is included in Other assets, net on the
Consolidated Balance Sheets and is as follows:
3 - 5 years
2 - 3 years
3 - 6 years
5 - 7 years
3 - 4 years
Redbox kiosks and components
Computers and software
Leasehold improvements (shorter of life of asset or remaining lease term)
Office furniture and equipment
Vehicles
Property and equipment, at cost
Accumulated depreciation and amortization
Property and equipment, net
December 31,
2022
13,707,512
13,857,011
5,119,077
1,287,104
2,747,604
36,718,308
(11,570,457)
25,147,851
$
$
Internal-Use Software
The Company capitalizes costs incurred to develop or obtain internal-use software during the application development
stage. Capitalization of software development costs occurs after the preliminary project stage is complete, management
authorizes the project, and it is probable that the project will be completed, and the software will be used for the function
intended. The Company expenses costs incurred for training, data conversion, and maintenance, as well as spending in the
post-implementation stage. A subsequent addition, modification or upgrade to internal-use software is capitalized only to
the extent that it enables the software to perform a task it previously could not perform. The internal-use software is
F-9
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
included in computers and software under property and equipment in the Company’s Consolidated Balance Sheets. The
Company amortizes internal-use software over its estimated useful life on a straight-line basis.
Assumed Redbox Warrant Liabilities
The Company classified its Redbox public and private placement warrants as a liability at their fair value. This liability is
subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted
to fair value, with the change in fair value recognized in the Company’s Statements of Operations in Other non-operating
income, net. The public warrants are valued at a market price based on a quoted price in an active market. As both the
public and private warrants have mostly the same characteristics the quoted price is used to remeasure all of the warrants.
See Note 16, Stockholder’s Equity, for additional information.
Asset Retirement Obligations
The asset retirement obligation (“ARO”) represents the estimated amounts the Company is obligated to pay to return the
space a kiosk occupies to its original condition upon removal of a kiosk. The Company utilizes current retirement costs to
estimate the expected cash outflows for retirement obligations. The timing of kiosk removals cannot be reasonably
determined. The Company’s $13.7 million of ARO liabilities are included in Other liabilities on the Consolidated Balance
Sheets.
Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. To increase the comparability of fair value
measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as
follows:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for
similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that
are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions. These valuations
require significant judgment and estimates.
At December 31, 2022 and 2021, the fair value of the Company’s financial instruments including cash and cash
equivalents, accounts receivable, accounts payable and accrued expenses, approximated their carrying value due primarily
to the relative short-term nature of these instruments. Certain liabilities, including contingent consideration are measured at
fair value on a recurring basis. Other assets and liabilities, including television and film content costs, goodwill, intangible
assets are adjusted to fair value after initial recognition, only if an impairment charge is recognized. Impairment charges, if
applicable, are generally determined using a discounted cash flow (DCF), which is a Level 3 valuation technique.
Foreign Currency Translation
Assets and liabilities of the Company’s foreign subsidiaries with a functional currency other than the U.S. Dollar are
translated into U.S. Dollars using applicable exchange rates at the balance sheet date. Revenue and expenses are translated
at average exchange rates effective during the year. The resulting foreign currency translation gains and losses are included
as a component of accumulated other comprehensive gain within Stockholders’ Equity on the Company’s Consolidated
Balance Sheets.
Assets and liabilities of the Company’s foreign subsidiaries for which the functional currency is not the U.S. Dollar are re-
measured into U.S. Dollars using applicable exchange rates at the balance sheet date, except nonmonetary assets and
liabilities, which are re-measured at the historical exchange rates prevailing when acquired. Revenue and expenses are re-
measured at average exchange rates effective during the year.
F-10
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Foreign currency translation gains and losses from re-measurement are included in Other non-operating (income) expense
in the accompanying Consolidated Statements of Operations. The amounts of net gain (loss) on foreign currency re-
measurement recognized were immaterial for all periods presented.
Business Combinations
The Company accounts for acquisitions of businesses using the acquisition method of accounting. The purchase price is
allocated to the identifiable net assets acquired, including intangible assets, liabilities assumed and contingent liabilities
acquired, as well as amounts attributed to noncontrolling interests, are recorded at fair value. The excess of the purchase
price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Any transaction
costs are expensed as incurred.
Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection
of valuation methodologies, estimates of future revenue and cash flows and discount rates. See Note 4, Business
Combinations, for additional information.
Accounts Receivable
Accounts receivable are stated at the amounts management expects to collect and are stated net of allowance for
uncollectible accounts and video returns. An allowance for doubtful accounts is recorded based on a combination of
historical experience, expected economic conditions and industry trends. For the years ended December 31, 2022 and 2021,
the provision for doubtful accounts charged to operating expense was $427,270 and $691,406, respectively.
Content Assets
The Company produces original productions and acquires rights to films and television programming to exhibit on the
Company’s AVOD Networks and to distribute to third parties, including sub-distributors. The Company also develops and
produces programming for third parties.
Original Productions
Content assets related to original productions include the unamortized costs of completed, in-process, or in-development
long-form and short-form video content produced by the Company. For video content, the Company’s capitalized costs
include all direct production and financing costs, capitalized interest when applicable, and production overhead. The costs
of producing video content are amortized using the individual-film-forecast method. These costs are amortized in the
proportion that current period’s revenue bears to management’s estimate of ultimate revenue expected to be recognized
from each production.
For an episodic television series, the period over which ultimate revenue is estimated cannot exceed ten years following the
date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode,
if later.
Film Library
The film library includes the cost of acquiring individual title distribution rights or an acquired film library. Films are
amortized using the individual-film-forecast-computation method. The film library is stated at the lower of unamortized
cost or fair value. Amortization is based upon management’s best estimate of total future, or ultimate revenue.
Amortization is adjusted when necessary to reflect increases or decreases in forecasted ultimate revenues. Ultimate
revenues for individual films is no longer than 10 years and for an acquired film library, no longer than 20 years.
Monetization & Recoverability of Content
Content assets (licensed and produced) are predominantly monetized individually and therefore are reviewed at the
individual level when an event or change in circumstance indicates a change in the expected usefulness of the content or
the fair value may be less than the unamortized cost. The determination of the predominant monetization strategy is made
at commencement of the production or license period and the classification of the monetization strategy as individual or
group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment.
F-11
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Original productions, films and acquired film libraries are stated at the lower of amortized cost or estimated fair value. The
valuation of content is reviewed at the individual title level or acquired library level, when an event or change in
circumstances indicates that the fair value may be less than its unamortized cost and the valuation is based on a DCF
methodology with assumptions for cash flows. Key inputs employed in the DCF methodology include estimates of a film
ultimate revenue and costs as well as a discount rate. The discount rate utilized in the DCF is based on the weighted
average cost of capital of the Company plus a risk premium representing the risk associated with acquiring a film. An
impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. Estimates of
future revenue involve measurement uncertainties and it is therefore possible that reductions in the carrying value of film
library costs may be required because of changes in management’s future revenue estimates. See Note 8, Content Assets,
for additional information.
Licensed Program Rights and Obligations
Programming rights acquired under license agreements are recorded as an asset and a corresponding liability upon
commencement of the license period. The programming rights are amortized over the license period based on the expected
monetization of each show, straight-line, or a ratable basis. Programming obligations represent the gross commitment
amounts to be paid to program suppliers over the life of the contracts. License fees payable to suppliers based on a
percentage of advertising revenue generated are reflected in Accrued expenses.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, other than goodwill and intangible assets with indefinite lives, for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset grouping may not be
recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying
amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its
fair value. The expected cash flows are based on assumptions regarding the Company’s future business outlook and where
appropriate, include a residual value based on a revenue market multiple. While the Company continues to review and
analyze many factors that can impact its business prospects in the future, its analyses are subjective and are based on
conditions existing at and trends leading up to the time the assumptions are made. Actual results could differ from these
assumptions. See Note 9, Intangible Assets and Goodwill, for additional information.
Goodwill and Intangible Assets
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination
which are not individually identified and is allocated to the Company’s reporting units. The Company does not amortize
goodwill. Intangible assets with finite lives, which primarily consist of acquired customer bases, non-compete agreements,
content rights, brand value, contractual and partner agreements are generally amortized on a straight-line basis over their
estimated lives, which range from 3 to 7 years. Amortization expense is included in amortization and depreciation in the
Consolidated Statements of Operations.
Goodwill and other intangible assets with indefinite lives are tested for impairment on an annual basis and between annual
tests if events occur or circumstances change that would more likely than not reduce the fair value its carrying amount. If
the carrying value of goodwill or an indefinite-lived intangible asset exceeds fair value, an impairment charge is
recognized. The fair value of the Company’s reporting units or indefinite lived intangible assets are based on assumptions
regarding its future business outlook. The Company continues to review and analyze many factors that can impact its
business prospects in the future, its analyses are subjective and are based on conditions existing at and trends leading up to
the time the assumptions are made. Actual results could differ from these assumptions. See Note 9, Intangible Assets and
Goodwill, for additional information.
Income Taxes
The Company records income taxes under the asset and liability method in accordance with FASB ASC Section 740.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxes are also
recognized for operating losses that are available to offset future taxable income. A valuation allowance is established,
when necessary, to reduce net deferred tax assets to the amount expected to be realized.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in the period that includes the enactment date.
The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740: Income Taxes, which
addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded
in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an
uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on
examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance
addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also
requires increased disclosures.
The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its
Consolidated Statements of Operations. At December 31, 2022 and 2021, the liabilities related to total unrecognized tax
benefits were $0.1 million and $0.0 million, respectively. See Note 13, Income Taxes, for additional information.
Promotional Codes and Gift Cards
Redbox offers its consumers the option to purchase stored value products in the form of bulk promotional codes and
electronic gift cards. There are no expiration dates on these products and the Company does not charge service fees that
cause a decrement to customer balances in the case of gift cards. Cash receipts from the sale of promotional codes and gift
cards are recorded as deferred revenue in Accrued expenses and recognized as revenue upon redemption. Additionally, the
Company recognizes revenue from non-redeemed or partially redeemed promotional codes and gift cards in proportion to
the historical redemption patterns, referred to as “breakage.” Estimated breakage revenue is recognized over time in
proportion to actual promotional code and gift card redemptions and is not material in any period presented.
As of December 31, 2022, $7.3 million was deferred related to purchased but unredeemed promotional codes and gift cards
and are included in Accrued expenses in the accompanying Consolidated Balance Sheets.
Loyalty Program
Redbox Perks allows members to earn points based on transactional and non-transactional activities with Redbox. As
customers accumulate points, the Company defers revenue based on its estimate of both the amount of consideration paid
by Perks members to earn awards and the value of the eventual award it expects the members to redeem. The Company
defers an appropriate amount of revenue in order to properly recognize revenue from Perks members in relation to the
benefits of the program. The Company also estimates the quantity of points that will not be redeemed by Perks members
(“breakage”). Breakage reduces the amount of revenue deferred from loyalty points over the period of, and in proportion
to, the actual redemptions of loyalty points based on observed historical breakage and consumer rental patterns. As of
December 31, 2022, $2.3 million of revenue was deferred related to Perks and is included in Accrued expenses in the
accompanying Consolidated Balance Sheets.
Film Library Acquisition Obligations
Film library acquisition obligations represent amounts due in connection with acquiring film distribution rights that have
been delivered. Pursuant to the film distribution rights agreements, the Company’s right to distribute films may revert to
the licensor if the Company is unable to satisfy its financial obligations with respect to the acquisition of the related
distribution rights. See Note 15, Commitments and Contingencies, for additional information.
Accrued Participation Costs
Parties involved in the production of a title may be compensated in part by contingent payments based on the financial
results of a title pursuant to contractual formulas (participations) and by contingent amounts due under provisions of
collective bargaining agreements (residuals). Such costs are collectively referred to as participation costs. Participations
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Notes to Consolidated Financial Statements
may be given to creative talent, such as actors or writers, or to entities from whom distribution rights are licensed. Such
amounts are estimated based on film ultimate revenues or airings.
Related Party Transactions – Due To/Due From Affiliated Companies
The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related
party transactions. Pursuant to Section 850-10-20 the related parties include subsidiaries and affiliates of the Company and
Chicken Soup for the Soul Holdings, LLC (“CSS”), the Company’s parent company. The financial statements and
accompanying notes include disclosures of material related party agreements and transactions, other than compensation
arrangements, expense allowances, and other similar items in the ordinary course of business. See Note 14, Related Party
Transactions, for additional information.
Revenue Recognition
Revenue from contracts with customers is recognized as contractual performance obligations are satisfied; generally, this
occurs at the point in time when the customer has the ability to direct the use and obtain substantially all the benefits of that
good or service. The Company’s contractual performance obligations include the licensing or sale of content, production
services, or delivery of online advertisements. Revenue is measured at contract inception as the amount of consideration
the Company expects to receive in exchange for transferring goods or providing services to customers. The Company also
generates revenue through its Redbox Service business by providing installation, merchandising and break-fix services to
other kiosk operators. The performance obligations are normally satisfied at the time the service is provided.
Revenue from 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. Revenue
from a direct sale out of the kiosk of previously rented movies is recognized at the time of sale. Revenue from On Demand
rentals or purchases is also recognized at the time of sale. See Note 5, Revenue Recognition, for additional information.
Share-Based Compensation
The Company’s policy is to issue new shares for purchases under its Long-term Incentive Plan. Share-based compensation
expense is estimated at the grant date based on a stock option’s fair value. The determination of the share-based
compensation expense related to stock options is calculated using a Black-Scholes-Merton option pricing model and is
affected by the Company’s stock price, expected stock price volatility over the term of the awards, expected term, risk free
interest rate and expected dividends. The Company records forfeitures as they occur. See Note 6, Share-Based
Compensation, for additional information.
Employee Benefits 401(k) Plan
Redbox had historically sponsored a 401(k) plan for all of its eligible employees. The plan includes optional employee
contributions as a percentage of eligible earnings, subject to Internal Revenue Service limitations. The Company matches
up to 100% on the first 3% of participating employees’ contributions and 50% on each of the next 2% (up to a maximum of
4% when the participant contributes at least 5%). In connection with the Redbox merger, the Company’s matching
contribution to the Redbox 401(k) plan was $604,068 for the year ended December 31, 2022. Matching contributions to
the 401(k) plan are expensed as incurred.
Advertising Costs
Advertising costs are expensed as incurred and included in Selling, general and administrative expenses on the
Consolidated Statements of Operations. Advertising expense was $8.2 million and $4.8 million for the years ended
December 31, 2022 and 2021, respectively.
Treasury Stock
Treasury stock is accounted for using the cost method.
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed based on the weighted average number of shares of all classes of common
stock outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted average number
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
of common shares outstanding during the period increased, when applicable, by dilutive common stock equivalents,
comprised of Class W warrants, Class Z warrants, Class I warrants, Class II warrants, Class III-A warrants, Class III-B
warrants and stock options outstanding. When the Company has a net loss, dilutive common stock equivalents are not
included as they would be anti-dilutive.
In computing the effect of dilutive common stock equivalents, the Company uses the treasury stock method to calculate the
related incremental shares. See Note 7, Earnings per Share, for additional information.
Note 3 – Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability
among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as
operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease
payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on
the balance sheet. ASU 2016-02 was effective for public companies’ fiscal years beginning after December 15, 2018
(including interim periods within those periods) using a modified retrospective approach. Because the Company is an
emerging growth company, the Company adopted the new lease accounting standard by applying the new lease guidance at
the adoption date on January 1, 2022, and as allowed under the standard, elected not to restate comparative periods. As of
January 1, 2022, in connection with the adoption of the new lease accounting standard, the Company recorded an operating
lease right-of-use asset totaling $8.6 million with a corresponding lease liability totaling $10 million. Refer to Note 10,
Leases, for further details on the adoption of the new standard.
In March 2020, FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848) –
Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this update provide
optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of)
reference rate reform on financial reporting. The amendments in this update apply only to contracts, hedging relationships,
and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate
reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and
hedging relationships entered into or evaluated after December 31, 2022. The Company adopted ASU-2020-04 in the
second quarter of 2021 on a prospective basis and will apply this guidance as contracts are modified through December
2022. The adoption did not have an immediate direct impact on the Company’s consolidated financial statements. The
Company does not expect there to be a material impact on the financial statements.
In March 2019, FASB issued Accounting Standards Update (“ASU”) No. 2019-02, “Improvements to Accounting for
Costs of Films and License Agreements for Program Materials.” The amendments in this ASU align the accounting for
production costs of an episodic television series with the accounting for production costs of films. In addition, the ASU
modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements under the current film
and broadcaster entertainment industry guidance. As the Company is an emerging growth company, the new guidance is
effective for fiscal years beginning after December 15, 2020 (fiscal year 2021 for the Company). The new guidance was
applied on a prospective basis. The Company adopted ASU 2019-02 in the first quarter of 2021 and the adoption had no
material impact to the consolidated financial statements.
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for
performing intra-period tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim
periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis
of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12
in the first quarter of 2021 and the adoption had no material impact to the consolidated financial statements.
In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808) – Clarifying the
Interaction between Topic 808 and Topic 606.” The amendments in this ASU clarify that certain transactions between
collaborative arrangement participants should be accounted for as revenue under Topic 606, Revenue from Contracts with
Customers, when the collaborative arrangement participant is a customer in the context of a unit of account and precludes
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a
customer. As the Company is an emerging growth company, the new guidance is effective for fiscal years beginning after
December 15, 2020 (fiscal year 2021 for the Company). The Company adopted ASU 2018-18 in the first quarter of 2021
and the adoption had no material impact to the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a
Cloud Computing Arrangement That Is a Service Contract.” The new guidance aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an
internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is
not affected by the amendments in this update. As the Company is an emerging growth company, the new guidance is
effective for fiscal years beginning after December 15, 2020 (fiscal year 2021 for the Company). The Company adopted
ASU 2018-15 in the first quarter of 2021 and the adoption had no material impact to the consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial
instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several
amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related
amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15,
2022 (fiscal year 2023 for the Company). Entities are required to apply these changes through a cumulative-effect
adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The
Company does not expect the adoption of the amendments to have a material impact on its consolidated financial
statements.
In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU 2021-
08”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts
with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and
contract liabilities in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with
Customers. The Company does not expect the adoption of the amendments to have a material impact on its consolidated
financial statements.
In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurements (Topic 820): Fair Value Measurement of
Equity Securities Subject to Contractual Sale Restrictions," which clarifies and amends the guidance of measuring the fair
value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will
be effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company
does not expect the adoption to have a material impact on our consolidated financial statements.
In September 2022, the Financial Accounting Standards Board issued ASU No. 2022-04, “Liabilities – Supplier Finance
Programs” (Subtopic 405—50) giving guidance to enhance the transparency of supplier finance programs to allow
financial statement users to understand the effect on working capital, liquidity, and cash flows. The new guidance requires
disclosure of key terms of the program, including a description of the payment terms, payment timing and assets pledged as
security or other forms of guarantees provided to the finance provider or intermediary. Other requirements include the
disclosure of the amount that remains unpaid as of the end of the reporting period, a description of where these obligations
are presented in the balance sheet and a rollforward of the obligation during the annual period. The guidance is effective in
the first quarter of 2023, except for the rollforward, which is effective in 2024. Early adoption is permitted. The Company
does not expect the adoption to have a material impact on the 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 consolidated financial statements.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Note 4 – Business Combination
Merger with Redbox Entertainment Inc.
On August 11, 2022, the Company acquired all the outstanding equity interests of Redbox. Immediately prior to the merger
closing, CSSE entered into a definitive financing arrangement with HPS Investment Partners, LLC (“HPS”), that amended
Redbox’s existing credit facility and the Company issued a warrant to HPS to acquire 4.5% of CSSE on a fully diluted
post-merger basis. See Note 11, Debt, and Note 16, Stockholder’s Equity, for additional information.
On closing of the merger, based on the exchange rate of 0.087 for each outstanding Redbox Class A common share, each
vested and unvested restricted stock units and the common units of Redbox’s Redwood Intermediate LLC subsidiary, the
Company issued an aggregate of approximately 4.7 million shares of Class A common stock and assumed the outstanding
warrants of Redbox. Included in the Class A common stock were 199,231 shares issued in connection with the acceleration
and settlement of outstanding Redbox’s restricted stock units, or RSUs. The preliminary fair value of the Redbox RSUs
was $2.9 million of which $0.7 million was associated with services rendered prior to the acquisition and the remaining
$2.2 million was expensed upon the acceleration of vesting immediately following the completion of the acquisition. The
results of operations and financial position of Redbox are included in the Company’s consolidated financial statements
from the date of acquisition. The Company’s transaction costs of $17.5 million were expensed as incurred in the Merger,
transaction, and other costs on the Consolidated Statement of Operations.
The transaction was accounted for as a business combination. The purchase price consideration is determined with
reference to the value of equity that the Company issued to the Redbox shareholders. The preliminary purchase price was
calculated as follows:
Class A common stock
Class A common stock issued upon vesting of Redbox RSUs
Class A common stock warrants issued to Redbox warrant holders
Total merger consideration
$
$
65,828,719
703,244
3,473,185
70,005,148
The acquisition of Redbox has been accounted for using the acquisition method of accounting, which requires that assets
acquired, and liabilities assumed be recognized at their fair values as of the acquisition date. The following table
summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the
acquisition date and subject to change up to one year after the date of acquisition and could result in changes to the
amounts recorded below:
Assets acquired:
Cash, cash equivalents and restricted cash
Accounts receivable
Content library
Prepaid expenses and other assets
Property and equipment
Right-of-use assets
Intangible assets(1)
Goodwill
Total assets acquired
Liabilities assumed:
Debt
Accounts payable and accrued expenses
Operating lease liabilities
Financing lease liabilities
Other liabilities
Total liabilities assumed
F-17
$
12,921,550
17,704,843
21,241,822
16,783,468
15,504,940
7,183,735
291,200,000
215,284,816
597,825,174
359,854,921
91,644,772
7,183,736
2,241,304
66,895,293
527,820,026
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Net assets acquired
$
70,005,148
(1) The weighted-average useful life of intangible assets acquired is approximately 14 years.
The above allocation of the purchase price is based upon certain preliminary valuations and other analyses that have not
been completed as of the date of this filing. Any changes in the estimated fair values of the net assets recorded for this
business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date
of the transaction will change the allocation of the purchase price. As such, the purchase price allocations for this
transaction are preliminary estimates, which are subject to change within the measurement period.
The identifiable intangible assets included customer relationships, technology and trade names and are being amortized on
a straight-line basis ranging from 3 years to 15 years. The valuation methods require several judgments and assumptions to
determine the fair value of intangible assets, including growth rates, discount rates, customer attrition rates, expected levels
of cash flows, and tax rate. Key assumptions used included revenue projections for fiscal 2022 through 2037, a tax rate of
25%, a discount rate of 11% - 12%, and a royalty rate of 2%. The technology intangible asset was valued using the
estimated replacement cost method. Goodwill is attributable to the workforce of Redbox as well as expected future growth
into new and existing markets and $7.9 million is deductible for income tax purposes.
For the year ended December 31, 2022 Redbox contributed $86.3 million of revenue and $35.9 million of net loss to the
Company’s consolidated operating results.
1091 Pictures Acquisitions
On March 4, 2022, the Company consummated its acquisition of certain of the assets of 1091 Media, LLC, including all of
the outstanding equity of its operating subsidiary, TOFG LLC, which does business under the name 1091 Pictures (“1091
Pictures”). 1091 Pictures provides full-service distribution services to film and series owners, including access to platforms
that reach more than 100 countries, and related marketing support, and has a library of approximately 4,000 licensed films
and television shows. The Company paid consideration of $13,283,750 through the payment of $8,000,000 in cash, the
issuance of 375,000 shares of the Company’s Class A common stock and the issuance of 80,000 shares of the Company’s
Series A preferred stock.
The Company has allocated the purchase price to the identifiable net assets acquired, including intangible assets and
liabilities assumed, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the
amount allocated to the identifiable assets and liabilities was recorded as goodwill.
The purchase price allocation is preliminary and subject to change up to one year after the date of acquisition and could
result in changes to the amounts recorded below. The preliminary allocation of the purchase price to the fair values of the
assets acquired and liabilities assumed at the date of the acquisition was as follows:
Accounts receivable, net
Content assets
Other assets
Intangibles
Goodwill
Total assets acquired
Accounts payable and accrued expenses
Revenue share payable
Accrued third-party share
Total liabilities assumed
Net assets acquired
Cash consideration
Equity consideration - Class A common stock
F-18
$
$
$
4,677,133
4,695,000
49,347
2,810,000
5,476,711
17,708,191
129,244
1,623,177
3,999,544
5,751,965
11,956,226
8,000,000
3,303,750
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Equity consideration - Series A Preferred Stock
Purchase price consideration
Less: cash acquired
Total Estimated Purchase Price
1,980,000
13,283,750
(1,327,524)
11,956,226
$
The $2,810,000 of acquired intangibles represents the estimated fair value of the quality control certification process,
trademarks, technology and noncompete agreements. These definite lived intangible assets are being amortized on a
straight-line basis over their estimated useful life of 24 to 36 months.
Acquisition of Sonar Assets
On May 21, 2021, the Company consummated its acquisition of the principal assets of Sonar Entertainment, Inc. (“SEI”)
and certain of the direct and indirect subsidiaries of SEI (collectively, “Sonar”). Sonar is an award-winning independent
television studio that owns, develops, produces, finances and distributes content for global audiences. In consideration for
the assets purchased from Sonar (“Purchased Assets”), the Company paid to Sonar an initial cash purchase price of
$18,902,000 and from time to time will be required to pay additional purchase price based on the performance of the
acquired assets.
During the 18-month period following the closing, the Company has the right (the “Buyout Option”), exercisable upon
written notice to Sonar during such period, to buy out all future entitlements (i.e., additional purchase price and other
entitlements not yet due and payable to Sonar as of the date of such notice) in exchange for a one-time payment to Sonar.
In connection with the transaction, the Company formed a new subsidiary, CSS AVOD Inc., and issued shares of common
stock, representing 5% of the after-issued equity of CSS AVOD, to MidCap Financial Trust, as Agent. At any time during
the three-year period immediately following the 18-month anniversary of the asset purchase agreement closing, MidCap, as
Agent, shall have the right upon 60 days’ prior written notice to CSSE to require CSSE to purchase such CSS AVOD
Shares for $11,500,000 (“Put Election”). In February 2023, MidCap exercised their put option requiring CSSE to purchase
such CSS AVOD Shares for $11,500,000. See Note 19, Subsequent Events, for further details.
The Sonar acquisition was accounted for as a purchase of a business in accordance with ASC 805 and the aggregate
purchase price consideration of $53,812,000 has been allocated to assets acquired and liabilities assumed, based on the
estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the
identifiable assets and liabilities was recorded as goodwill.
The allocation of the purchase price to the fair values of the assets acquired assumed at the date of the acquisition was as
follows:
Accounts receivable, net
Film library
Intangible asset
Total identifiable assets acquired
Goodwill
Net assets acquired
$
$
May 21, 2021
17,373,257
13,000,000
3,600,000
33,973,257
19,838,743
53,812,000
The amount related to the acquired intangible asset represent the estimated fair value of the distribution network. This
definite lived intangible asset is being amortized on a straight-line basis over its estimated useful life of 36 months.
Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets
acquired and liabilities assumed, and represents the future economic benefits expected to arise from the intangible assets
acquired that do not qualify for separate recognition.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
The fair values of assets acquired were based upon valuations performed by independent third-party valuation experts.
Cash
Fair Value of Additional Purchase Price – Library Accounts Receivable
Fair Value of Additional Purchase Price – Contracted TV Cash Flow
Fair Value of Additional Purchase Price – % of Film Cash Flow
Fair Value of Additional Purchase Price – % of Non-TV Business Cash Flow
Fair Value of Additional Purchase Price – Development Slate Cash Flow
Fair Value of Additional Purchase Price – CSS AVOD Equity Put
Total Estimated Purchase Price
$
$
18,902,000
1,580,000
13,700,000
630,000
2,300,000
5,200,000
11,500,000
53,812,000
Based on the terms of the asset purchase agreement, the Company estimated the fair value of the Additional Purchase Price
components based on, but not limited to, expected future collection of receivables, expected future revenue and cash flows,
expected growth rates, and estimated discount rates.
The Additional Purchase Price included a 5% interest in CSS AVOD and a Put Option that requires the Company to
purchase the shares of CSS AVOD, Inc. (5.0% of the entity) from the investor for $11,500,000. The fair value of the 5.0%
interest in CSS AVOD, Inc. was estimated based on expected future cash flows. The Put Option was valued by the
Company via a Black-Sholes valuation model assuming an initial price of $125,000, a strike price of $11,500,000,
volatility of 100.0% and term of 1.5 years.
Of the $34.9 million of contingent consideration, the Company has paid $7.2 million during 2022 and $8.6 million in 2021.
There has not been a significant change in the fair value of the contingent consideration as of December 31, 2022.
On October 21, 2021, the Company acquired a 51% ownership stake in Locomotive Global Inc. for $650,000.
Financial Impact of Acquisitions
The following tables illustrate the stand-alone financial performance attributable to the acquisitions included in the
Company’s consolidated statement of operations:
Net revenue
Net income (loss)
Net revenue
Net income (loss)
Year Ended December 31,
2022
Redbox
Sonar
Other
Total
$ 86,322,726 $ 40,992,549 $ 27,852,492 $ 155,167,767
811,180 $ (11,024,774)
$ (35,870,791)$ 24,034,837 $
Year Ended December 31,
2021
Redbox
Sonar
Other
$
$
- $ 19,207,115 $ 2,886,862 $
(17,711)$
- $ 9,750,510 $
Total
22,093,977
9,732,799
Unaudited Pro Forma Financial Information
The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of
Redbox as if it had occurred on January 1, 2022. The pro forma results are based on assumptions that the Company
believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The
pro forma financial information includes the historical results of the Company and Redbox adjusted for certain items,
which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the
acquisition.
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Net revenue
Net loss
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31,
2022
$
$
409,200,000
(287,625,000)
Pro forma net losses for the year ended December 31, 2022 reflect adjustments primarily related to acquisition costs,
interest expense, the amortization of intangible assets and stock-based compensation expense. The unaudited pro forma
financial information is not necessarily indicative of what the Company’s consolidated results would have been if the
acquisition had been completed at the beginning of the respective periods.
Note 5 – Revenue Recognition
The following tables disaggregate the Company’s revenue by source:
Revenue:
VOD and streaming
Retail
Licensing and other
Net revenue
VOD and streaming
Year Ended December 31,
2022
% of
revenue
2021
% of
revenue
$ 144,484,749
67,756,426
40,568,935
$ 252,810,110
57 % $ 62,630,109
27 %
47,765,357
16 %
100 % $ 110,395,466
—
57 %
0 %
43 %
100 %
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 TV’s,
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 and content services
revenue, including development, non-writing executive producer fees and production services.
For the years ended December 31, 2022 and 2021, the total licensing revenues, including VOD and streaming
$114,327,307 and $64,027,207, respectively.
For all customer contracts, the Company evaluates whether it is the principal (i.e., report revenue on a gross basis) or the
agent (i.e., report revenue on a net basis). Generally, the Company reports revenue for show productions, acquired
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
distribution rights for films, the sub-licensing of acquired distribution rights and advertising placed on CSSE properties on
a gross basis (the amount billed to its customers is recorded as revenue, and the amount paid to the Company’s vendors is
recorded as a cost of revenue). The Company is the principal because it controls the assets or contractual distribution right
before it is transferred to its customers. The Company controls are evidenced by its sole ability to monetize the asset, being
primary obligor to its customers, having discretion in establishing pricing, or a combination of these factors. The Company
also generates revenue through agency relationships in which revenue is reported net of agency commissions and publisher
payments in arrangements where the Company does not own the asset in the form of content or ad inventory.
In the ordinary course of business and as part of its content acquisition strategy, the Company will acquire a film or the
worldwide rights to distribute a film, to improve its overall film library offering and generate attractive risk adjusted film
returns. The Company will sometimes look to sub-license rights to distributors when it is attractive to do so in order to
reduce the risk associated with the acquisition of rights. During the years ended December 31, 2022 and 2021, the
Company relicensed a subset of acquired film rights for approximately $0 and $6,537,000, respectively.
No impairment losses have arisen from any Company contracts with customers during the years ended December 31, 2022
and 2021, respectively.
Performance obligations
The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or
series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance
obligation and recognized as revenue when, or as, the performance obligation is satisfied. Company contracts have either a
single performance obligation as the promise to transfer services is not separately identifiable from other promises in the
contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract
covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price
can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in
the contract. In cases where estimates are needed to allocate the transaction price, the Company uses historical experience
and projections based on currently available information.
Contract balances
Contract balances include the following:
Accounts receivable, net
Contract assets (included in accounts receivable)
Total accounts receivable, net
December 31,
December 31,
2022
$ 39,467,049
74,496,376
$ 113,963,425
2021
$ 25,818,447
34,395,360
$ 60,213,807
Deferred revenue (included in accrued expenses)
$ 12,043,508
$ 1,536,687
Contract assets are primarily comprised of unbilled receivables that are generally paid over time in accordance with the
terms of the Company’s contracts with customers and are transferred to accounts receivable when the timing and right to
payment becomes unconditional. Contract liabilities or deferred revenues relate to advance consideration received from
customers under the terms of its contractual arrangements in advance of satisfaction of the contractual performance
obligation. The Company generally receives payments from customers based upon contractual billing schedules and
arrangements.
Contract receivables are recognized in the period the Company performs the agreed upon performance obligations and the
Company’s right to consideration becomes unconditional. Payment terms vary by the type and location of the customer and
the goods or services provided. The term between invoicing and when payment is due not generally significant, but can
extend from 1 - 5 years where a significant financing component exists with a minimum guarantee or a fixed license fee.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a
future event, other than the passage of time (i.e. type of unbilled receivable). Given the nature of its business from time to
time the Company engages with distributors for terms that include minimum guarantees, that may include a significant
financing component, which are contractually paid over a period of time at a variable rate of payment – based on sales and
net cash collections made by the distributor from third parties. These minimum guarantees are generally collectible via
royalty payments on a monthly or quarterly basis over the term of the contractual arrangement.
The Company records deferred revenue (also referred to as contract liabilities under Topic 606) when cash payments are
received in advance of the Company satisfying its performance obligations. The Company’s deferred revenue balances
primarily relate to advance payments received related to content distribution rights agreements and production sponsorship
arrangements. These contract liabilities are recognized as revenue when the related performance obligations are satisfied.
No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the year ended
December 31, 2022.
Arrangements with multiple performance obligations
In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates
whether the performance obligations are distinct within the context of the contract at contract inception. When multiple
performance obligations are identified, the Company identifies how control transfers to the customer for each distinct
contract obligation and determines the period when the obligations are satisfied. If obligations are satisfied in the same
period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract
do not run concurrently, the Company allocates revenue to each performance obligation based on its relative standalone
selling price. The Company generally determines standalone selling prices based on the prices charged to customers or by
using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined.
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 these 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 year ended December 31, 2022 and 2021, the Company recognized $3,382,529 and $2,684,307,
respectively, of non-cash share-based compensation expense in selling, general and administrative expense in the
Consolidated Statements of Operations.
F-23
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Stock options activity as of December 31, 2022 and 2021 is as follows:
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contract
Term (Yrs.)
Aggregate
Intrinsic
Value
$ 13,417,900
2.66
Outstanding at December 31, 2020
Granted
Forfeited
Exercised(a)
Expired
Outstanding at December 31, 2021
Granted
Forfeited
Exercised
Expired
Outstanding at December 31, 2022
Number of
Stock Options
1,131,250
847,213
(14,958)
(586,166)
—
1,377,339
322,500
(88,793)
(40,000)
(60,000)
1,511,046
$
8.13
20.68
16.20
7.26
—
$ 16.13
8.32
19.27
7.54
9.60
$ 14.89
3.37
$ 2,579,201
3.15
$
—
Vested and exercisable at December 31, 2021
Vested and exercisable at December 31, 2022
648,119
889,623
$ 11.64
$ 14.02
2.77
2.62
$ 2,407,521
—
$
(a) During the year ended December 31, 2021, 184,550 stock options were exercised and converted to 121,255 shares of Class A Common Stock via the cashless
exercise option.
As of December 31, 2022, the Company had unrecognized pre-tax compensation expense of $5,258,223 related to non-
vested stock options under the Plan of which $3,307,617, $1,778,937, and $171,669 will be recognized in 2023 2024 and
2025, respectively.
In addition to the compensation expense discussed above, the Company also recognized stock-based compensation in
connection with the Redbox Merger which upon completion triggered accelerated vesting under the Redbox plans. There is
$2,232,182 of additional compensation expense in selling, general and administrative expenses in the consolidated
Statements of Operations.
The Company used the following weighted average assumptions to estimate the fair value of stock options granted for the
periods presented as follows:
Weighted Average Assumptions:
Expected dividend yield
Expected equity volatility
Expected term (years)
Risk-free interest rate
Exercise price per stock option
Market price per share
Weighted average fair value per stock option
Year Ended December 31,
2022
2021
— %
80.7 %
5
3.27 %
9.52
9.52
5.45
$
$
$
— %
62.0 %
5
1.29 %
16.13
16.13
8.66
$
$
$
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.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
The Company also awards common stock under the Plan to grants to directors, employees and third-party consultants that
provide services to the Company. The value is based on the market price of the stock on the date granted and amortized
over the vesting period. For the year ended December 31, 2022 and 2021, the Company recognized in selling, general and
administrative expense, non-cash share-based compensation expense relating to stock grants of $255,000 and $2,563,500,
respectively.
Note 7 – Earnings Per Share
Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding
during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) available to common
stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares
outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during
the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of
diluted earnings per share if their effect would be antidilutive. A net loss available to common stockholders causes all
potentially dilutive securities to be antidilutive.
Basic and diluted loss per share are computed as follows:
Net loss available to common stockholders
Basic weighted-average common shares outstanding
Dilutive effect of options and warrants
Weighted-average diluted common shares outstanding
Basic and diluted loss per share
Anti-dilutive stock options and warrants
Year Ended December 31,
2021
2022
$ (111,290,202) $ (59,419,724)
17,261,460
17,261,460
—
15,018,421
—
15,018,421
$
(6.45) $
(3.96)
356,969
3,440,866
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Note 8 – Content Assets
Content assets consists of the following:
Original productions:
Programming costs released
In production
In development
Accumulated amortization (a)
Programming costs, net
Film library:
Film library acquisition costs
Accumulated amortization (b)
Film library costs, net
Licensed program rights:
Programming rights
Accumulated amortization
Programming rights, net
Content assets, net
December 31,
December 31,
2022
2021
$
31,081,500
806,009
8,377,649
(31,651,552)
8,613,606
$
25,669,921
562,808
6,662,591
(23,268,306)
9,627,014
208,982,878
(125,967,305)
83,015,573
134,463,191
(80,847,748)
53,615,443
56,288,723
(21,827,394)
34,461,329
1,209,362
(806,423)
402,939
$
126,090,508
$
63,645,396
(a) As of December 31, 2022 and 2021. accumulated amortization includes impairment expense of $4,302,576 and $6,049,631,
respectively.
(b) As of December 31, 2022 and 2021, accumulated amortization includes impairment expense of $4,849,876 and $3,745,223,
respectively.
Original productions programming costs consists primarily of episodic television programs which are available for
distribution through a variety of platforms, including Crackle. Amounts capitalized include development costs, production
costs and direct production overhead costs.
Film library consists primarily of the cost of acquiring film distribution rights and related acquisition costs.
Costs to create episodic programming are amortized in the proportion that revenues bear to management’s estimates of the
ultimate revenues expected to be recognized from various forms of exploitation.
Amortization, including impairments of content assets is as follows:
Original productions
Film library
Licensed program rights
Content asset impairment
Total content asset amortization
Years Ended
December 31,
2022
4,080,670
40,269,681
21,020,971
9,152,452
74,523,774
$
$
$
2021
4,920,027
34,011,566
51,237
9,794,854
$ 48,777,684
In fourth quarter of 2021, the Company reorganized production operations due to the acquisition of Sonar Entertainment
and formed Chicken Soup for The Soul Television Group. In connection with this change, the Company performed an
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
evaluation of shows in development and monetization strategies across the Company’s content portfolio, that resulted in
the identification of content not consistent with management’s strategy and accelerated amortization associated with
changes in the expected monetization of certain programs. For the years ended December 31, 2022 and 2021, the Company
recognized content impairment charges of $9.2 million and $9.8 million, respectively.
Note 9 – Intangible Assets and Goodwill
Intangible assets, consists of the following:
December 31, 2022:
Crackle Plus content rights
Crackle Plus brand value
Crackle Plus partner agreements
Distribution network
Locomotive contractual rights
1091 intangible assets
Redbox - Trade names and trademarks
Redbox - Technology
Redbox - Customer Relationships
Popcornflix brand value
Total definite lived intangibles
Chicken Soup for the Soul Brand
Total indefinite lived intangibles
Total
December 31, 2021:
Crackle Plus content rights
Crackle Plus brand value
Crackle Plus partner agreements
Distribution network
Locomotive contractual rights
Total definite lived intangibles
Popcornflix Brand
Chicken Soup for the Soul Brand
Total indefinite lived intangibles
Total
Gross
Carrying
Amount
$
1,708,270
18,807,004
4,005,714
3,600,000
1,206,870
2,810,000
82,700,000
30,800,000
177,700,000
7,163,943
330,501,801
5,000,000
5,000,000
$ 335,501,801
$
$
1,708,270
18,807,004
4,005,714
3,600,000
1,356,868
29,477,856
7,163,943
5,000,000
12,163,943
41,641,799
Accumulated
Amortization
Impairment
$
$
$
$
1,708,270
9,739,341
2,904,143
1,900,000
484,477
861,111
2,067,500
1,650,000
5,261,250
—
26,576,092
—
—
26,576,092
1,494,736
7,052,626
2,103,000
700,000
92,403
11,442,765
—
—
—
11,442,765
$
$
$
$
— $
—
—
—
—
—
—
—
—
3,500,000
3,500,000
—
—
3,500,000
$
— $
—
—
—
—
—
—
—
—
— $
Net
Carrying
Amount
—
9,067,663
1,101,571
1,700,000
722,393
1,948,889
80,632,500
29,150,000
172,438,750
3,663,943
300,425,709
5,000,000
5,000,000
305,425,709
213,534
11,754,378
1,902,714
2,900,000
1,264,465
18,035,091
7,163,943
5,000,000
12,163,943
30,199,034
Amortization expense was $15,133,327 and $5,547,939 for the years ended December 31, 2022 and 2021, respectively.
During the year ended December 31, 2021 management determined that the Company’s sole SVOD service’s acquired
customer intangible base and reporting unit goodwill was impaired. All other long lived intangible assets groupings were
deemed recoverable as of December 31, 2022 and 2021, respectively.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
As of December 31, 2022 amortization expense for the next 5 years is expected be:
2023
2024
2025
2026
2027 and beyond
Total
$
$
30,799,605
29,275,033
27,124,226
24,716,973
188,509,872
300,425,709
Total goodwill on the Consolidated Balance Sheets was $260,748,057 and $39,986,530 as of December 31, 2022 and
December 31, 2021, respectively.
Changes in the carrying amount of goodwill by reporting units for the years ended December 31, 2022 and 2021 were as
follows:
Beginning balance
Acquisitions
Accumulated impairment losses
Total
Beginning balance
Acquisitions
Accumulated impairment losses
Total
$
$
$
$
Online Networks
December 31, 2022
Distribution & Production
18,911,027
$
—
—
18,911,027
$
21,075,503
5,476,711
—
26,552,214
Online Networks
December 31, 2021
Distribution & Production
18,911,027
—
—
18,911,027
$
$
1,236,760
19,838,743
—
21,075,503
$
$
$
$
Redbox
—
215,284,816
—
215,284,816
SVOD
1,300,319
—
(1,300,319)
—
Goodwill and Indefinite Lived Intangible Asset Impairment:
Goodwill relating to the Company’s three reporting units and other intangible assets with indefinite lives are reviewed for
impairment on an annual basis at December 31, 2022, or more frequently if events or circumstances indicate the carrying
amount may not be recoverable. For annual impairment tests, the Company performs a qualitative or quantitative
assessment, as required, for its reporting units and the indefinite lived intangibles.
For the 2021 and 2022 assessment, the Company performed a qualitative assessment of its CSS indefinite lived brand
intangible and determined it was not impaired. The Company weighed the relative impact of market-specific and
macroeconomic factors, as well as factors specific to the indefinite lived asset. Based on the qualitative assessments, the
Company concluded that the fair value of the indefinite lived intangible asset is greater than its carrying value, and
therefore, performing a quantitative test was unnecessary.
In 2021 the Company performed a qualitative test for its Popcornflix indefinite lived intangible. Weighing the relative
impact of market-specific and macroeconomic factors for the AVOD market, as well as, factors specific to the Popcornflix
AVOD service. The Company’s assessment included expected future revenue estimates for the Popcornflix service and
revenue multiples from publicly traded companies with operations and characteristics similar to Popcornflix. In 2022 the
Company performed a quantitative test on its Popcornflix indefinite lived intangible. Based on the quantitative test during
the year ended December 31, 2022, the company recognized an impairment to the Popcornflix brand of $3,500,000. During
the company’s assessment of Popcornflix brand it was determined that the useful life was no longer indefinite and the
remaining net carrying amount will be amortized over the estimated remaining life of 5 years.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
For the 2021 assessment of Goodwill, the Company performed a qualitative assessment of the Distribution & Production
reporting unit and determined it was not impaired. In 2022, the Company performed a quantitative assessment. The
Company weighed the relative impact of market-specific and macroeconomic factors, as well as factors specific to the
reporting unit. Based on the quantitative assessment, the Company concluded that the fair value of the reporting unit is
greater than its carrying value therefore there was no impairment.
In 2021 and 2022, the Company performed a qualitative and quantitative test for its Online Networks reporting unit. The
Online Networks reporting unit had a negative equity value as of December 31, 2022 and 2021, and is therefore not
deemed to be impaired, as the reporting unit’s fair value exceeds the carrying value.
In 2021, the Company performed a qualitative and quantitative test for its SVOD reporting unit. In 2021 the Company
found that the SVOD reporting unit’s goodwill was impaired as of December 31, 2021, resulting in a charge of $1,300,319.
Note 10 – Leases
At December 31, 2022, the following amounts were recorded on the Consolidated Balance Sheets relating to the
Company’s operating and finance leases.
Right-of-Use Assets
Operating lease right-of-use assets
Lease Liabilities:
Operating lease liabilities
Finance Lease cost
Amortization of right-of-use assets
Interest of lease liabilities
Total finance lease cost
Operating leases
Weighted average remaining lease term
Weighted average discount rate
Finance Leases
Weighted average remaining lease term
Weighted average discount rate
$
$
$
$
December 31,
2022
16,315,342
18,079,469
827,191
35,633
862,824
December 31,
2022
5.9 years
7%
1.1 years
4%
As the Company’s leases do not provide an implicit interest rate, the Company uses its 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. The Company
has operating leases primarily for office space. Lease costs are generally fixed, with certain contracts containing escalations
in the lessors’ annual costs.
For the years ended December 31, 2022, and 2021, rent expense including short-term leases was $4.2 million and
$2.0 million, respectively. Cash paid for amounts included in operating lease liabilities was $3.1 million as of December
31, 2022.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
The expected future payments relating to the operating and finance lease liabilities at December 31, 2022 are as follows:
2023
2024
2025
2026
2027 and thereafter
Total minimum payments
Less amounts representing interest
Present value of minimum payments
Note 11 – Debt
Long-term debt for the periods presented was as follows:
HPS term
HPS revolving loan
Notes due 2025
Film acquisition advances
Midcap revolving loan
MUFG Union Bank film financing facility
Other debt
Total gross debt
Less: debt issuance costs and discounts
Total debt, net
Less: current portion
Total long-term debt, net
HPS Credit Agreement
Operating
Financing
$
$
4,941,930 $
4,195,546
3,675,921
2,104,048
6,873,348
21,790,793
3,711,324
18,079,469
$
1,269,035
649,825
390,759
86,163
—
2,395,782
274,880
2,120,902
December 31,
December 31,
2022
$ 335,342,705
82,362,336
44,855,900
27,837,565
—
6,577,243
3,204,255
500,180,004
(20,526,393)
479,653,611
(18,798,515)
$ 460,855,096
2021
$
—
—
32,895,900
6,196,909
17,585,699
—
—
56,678,508
(1,818,909)
54,859,599
(6,196,909)
$ 48,662,690
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
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
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.
During the year ended December 31, 2022, the Company exercised the option to PIK interest accrued on the outstanding
debt. The total outstanding debt had net book value of $417.7 million ($335.3 million under a term loan, $80 million under
a revolving credit facility and $2.4 million under a revolving PIK loan). The total PIK interests of $11.9 million was
deferred and compounded and added to the principal balance.
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 for customary overhead,
legal, accounting and other professional fees and expenses; taxes; customary salary, bonus and other benefits. The
Company is in compliance with the covenants at December 31, 2022.
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
●
Senior Facilities.
the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the
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 $3.1 million as of
December 31, 2022. Additionally, there is a letter of credit arrangement of $0.3 million that serves as a security deposit for
leased warehouse space and is pledged by an equal amount of cash pledged as collateral. The Company’s letter of credit
arrangements collateral is classified as restricted cash and reflects balances of $3.4 million as of December 31, 2022.
9.50% Notes Due 2025
On July 17, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “Notes”) in the aggregate
principal amount of $21,000,000. On August 5, 2020, the Company sold an additional $1,100,000 of July Notes pursuant
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
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 Union Bank film financing facility.
Film Acquisition Advances: Great Point Media Limited
On August 27, 2020, the Company entered into a Film Acquisition Advance Agreement with Great Point Media Limited
(“GPM”). GPM advanced to the Company $10.2 million of acquisition advances on August 28, 2020 (the “Acquisition
Advance”) and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to
the agreement, GPM has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial
licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc.,
CSSE’s wholly owned subsidiary. The Company pays the SPV on a quarterly basis adjusted gross receipts generated on
each of the assigned productions during the two-year term of the agreement, until the SPV has recouped the full
Acquisition Advance for each of the productions together with interest and additional participation amounts on gross
receipts generated by the productions. The Acquisition Advance bears interest at 10% per annum compounded monthly on
the amount outstanding. In the event the SPV has not recouped the full Acquisition Advance from gross receipts generated
within the two-year contractual term, the Company shall pay the remaining balance outstanding, if any, by no later than
January 14, 2023. As of December 31, 2022, the outstanding balance was $6.1 million. Subsequently, the “Term Sheet,”
was amended such that the remaining balance is payable in four installments due within the year of 2023. All other terms
shall remain unaffected.
Film Acquisition Advances: Media Entertainment Partners
In January 2022, the Company began entering into individual film acquisition advance agreements with Media
Entertainment Partners (“MEP”). Under the agreements, MEP financed the Company $26.9 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 December 31, 2022, the outstanding balance was $21.7 million.
MidCap Revolving Loan
On May 21, 2021, the Company entered into a credit agreement with Midcap Financial Trust. The credit agreement
provides the Company with a revolving loan in an aggregate principal amount not to exceed $30,000,000 at any time
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
outstanding. On the closing date, the Company made an initial draw down on the loan of $18,272,931 in connection with
funding the SEI acquisition. The availability under the loan at any time is subject to the borrowing base, which is equal to
85% of the eligible accounts receivable minus the sum of all reserves and is adjusted monthly, as necessary.
The loan bears interest at 4% plus the greater of LIBOR or 0.75% per annum. In addition, the loan contains an unused line
fee of 0.5% per annum and a collateral management fee of 0.504% per annum. Interest and fees on the loan are payable in
arrears on the first day of each month and on the maturity of the loan.
The Credit Agreement and other loan documents contain customary representations and warranties and affirmative and
negative covenants. Under the Credit Agreement, the Company is required to maintain minimum liquidity in the form of
borrowing base availability or cash on hand in an aggregate amount of not less than $6,000,000. As of December 31, 2022,
the Company paid off all of the outstanding balances and closed this loan.
MUFG Union Bank Film Financing Facility
On December 29, 2020, Redbox Entertainment, LLC entered into a four-year, $20 million film financing facility with
MUFG Union Bank (formerly known as Union Bank) (the “Union Film Financing Facility”). The facility is used
exclusively to pay for minimum guarantees, license fees and related distribution expenses for original content obtained
under the Company’s Redbox Entertainment label. On April 15, 2022, Redbox agreed, pursuant to the Voting and Support
Agreement, to (i) permanently reduce a portion of the Union Revolving Credit Facility in an amount equal to $10.6 million
(and the Company made such reduction) and (ii) among other agreements, refrain from borrowing under the Union Film
Financing Facility without the consent of Aspen and Redwood Holdco, LP (other than with respect to certain scheduled
borrowings and borrowings to cover interest, fees and expenses). There is no additional availability under the Union Film
Financing Facility as of December 31, 2022. Borrowings outstanding under the Union Film Financing Facility as of the
merger at August 11, 2022 and December 31, 2022 were $6.6 million and $6.6 million, respectively.
Borrowings under the Union Film Financing Facility bear interest at either the alternate base rate or LIBOR (based on an
interest period selected by the Company of one month, three months or six months) in each case plus a margin. The
alternate base rate loans bear interest at a per annum rate equal to the greatest of (i) the base rate in effect on such date, (ii)
the federal funds effective rate in effect on such day plus ½ of 1.0%, and (iii) daily one month LIBOR plus 1.0%. The film
financing facility borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a
margin of 0.50%. The borrowing interest rate for the Union Film Financing Facility was 7.1% as of December 31, 2022. 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 December 31, 2022, the expected aggregate maturities of debt for each of the next five years are as follows:
2023
2024
2025
2026
2027 and beyond
Total
$
18,798,514
16,976,734
128,980,029
82,022
335,342,705
$
500,180,004
Note 12 – Put Option Obligation
As part of the additional purchase price for the Sonar Entertainment, Inc business acquisition the Company issued a 5%
interest in CSS AVOD, Inc. and a Put Option that, if exercised, requires the Company to repurchase these shares of CSS
AVOD, Inc. from the investor for $11,500,000 in cash. The Put Option is exercisable, with 60 day’s written notice, by the
investor at any time during a three-year period commencing on October 8, 2022 and expiring on October 7, 2025
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
(“Put Election Period”). In February 2023, MidCap exercised their put option requiring CSSE to purchase such CSS
AVOD Shares for $11,500,000. See Note 19, Subsequent Events, for further details.
As of December 31, 2022, the 5% interest in CSS AVOD, Inc. consists of the following:
Put Option Obligation
Noncontrolling Interests
Total
Note 13 – Income Taxes
The Company’s current and deferred income tax provision are as follows:
Current provision:
States
Total current provision
Deferred provision:
Deferred income tax (benefit) provision
Total deferred (benefit) provision
Total income tax (benefit) provision
December 31,
2022
$
$
11,400,000
94,247
11,494,247
Year Ended December 31,
2021
2022
$
$
(343,361)
(343,361)
$ (36,957,881)
(36,957,881)
$ (37,301,242)
$
$
$
$
66,000
66,000
—
—
66,000
The provision for income taxes is different from amounts computed by applying the U.S. statutory rates to consolidated
loss before taxes. The significant reason for these differences is as follows:
Federal statutory rate of 21%
Increase (decrease) resulting from:
Crackle amortization
State and local taxes
Valuation Allowance
Transaction Costs
Programming costs
Share-based compensation - long-term incentive plan
Film library
Allowance for doubtful accounts
Other
Actual tax provision
F-34
Year Ended December 31,
2021
2022
21.00 %
21.00 %
— %
4.40 %
3.30 %
(0.90)%
— %
— %
— %
— %
(1.00)%
26.80 %
(0.21)%
(0.46)%
—
—
(10.99)%
(1.41)%
(8.32)%
0.24 %
0.15 %
0.00 %
Table of Contents
Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Deferred income taxes reflect the “temporary differences” between the financial statement carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes and net operating losses, adjusted
by the relevant tax rate. The components of the deferred tax assets and liabilities are as follows:
December 31,
2022
December 31,
2021
Deferred tax assets:
Net operating loss carry-forwards
Section 163(j) carryover
ROU liabilities
Compensatory accruals
ARO liabilities
Other liabilities
Property plant & equipment
Acquisition-related costs
Film library and other intangibles
Other liabilities
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net
Deferred tax liabilities:
Programming costs
ROU assets
Intangible assets
Indefinite lived intangibles
Goodwill
Other assets
Total deferred tax liabilities
Net deferred tax asset (liabilities)
$ 36,323,046
6,325,013
4,582,241
3,228,997
3,461,123
3,800,018
3,374,008
18,608,104
—
79,702,550
(25,291,302)
54,411,248
$ 14,503,000
—
—
—
—
—
—
539,000
16,883,000
337,000
32,262,000
(31,412,000)
850,000
—
—
(4,135,123)
(51,706,018)
(2,195,876)
(987,618)
(1,334,703)
(60,359,338)
$ (5,948,090) $
(299,000)
—
—
—
—
(551,000)
(850,000)
—
The Company and its subsidiaries have combined net operating losses of approximately $145.0 million, $10.8 million of
which were incurred before 2018 and expire between 2031 and 2037 with the balance of $134.2 million having no
expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset 80 percent of
taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable
income, if any, of the Company.
Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock
ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock)
has increased by more than 50 percentage points. Additionally, the separate-return-limitation-year (SRLY) rules that apply
to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed.
Management has determined that because of a recent history of recurring losses, the ultimate realization of the net
operating loss carryovers is not assured and has recorded a partial valuation allowance. Public trading of the Company’s
stock poses a risk of an additional successive ownership change beyond the control of the Company that could trigger a
limitation of the use of the loss carryover.
The valuation allowance decreased by $6.1 million and increased by $11.5 million for the years ended December 31, 2022
and 2021, respectively.
As of December 31, 2022, the Company's effective income tax rate was a benefit of 26.8%, which differed from the federal
statutory rate of 21.0% primarily due to the release of a portion of the Company’s valuation allowance as a result of the
acquired deferred tax liability of Redbox. In connection with the Redbox acquisition, the Company recorded a deferred tax
liability of $42.7 million, which enabled the Company to release a portion of the beginning of year’s valuation
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
allowance of $27.4 million. As of December 31, 2021, the Company’s effective income tax rate was a benefit of 0.0%
primarily due to the fact that the Company recorded a full valuation allowance.
The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes a
valuation allowance when it is more likely than not that all or a portion of the net deferred tax asset may not be realized. At
December 31, 2022, the Company determined that a portion of its deferred tax assets are not more likely than not to be
realized. The Company maintains a valuation allowance against the net operating loss carryovers of A Sharp and
Pivotshare, since it was determined that it is more likely than not, based on available objective evidence, that these separate
filing jurisdictions would have insufficient taxable income in the current or carryforward periods under the tax laws to
realize the future tax benefits for this portion of its deferred tax assets.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA contains
several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on
corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased
shares for withholding taxes on vested restricted stock units (“RSUs”), and (b) treasury shares reissued in the same tax year
for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are
not expected to have a material adverse effect on the Company’s results of operations going forward, the Company will
continue to evaluate their impact as further information becomes available.
Unrecognized Tax Benefits
The aggregate changes in the balance of unrecognized tax benefits were as follows:
Balance, beginning of the period
Additions based on tax positions related to the current year
Additions for tax positions related to prior years
Reductions for tax positions related to prior years
Deductions for tax positions related to prior years
Deductions for tax positions effectively settled
Balance, end of period
December 31,
2022
December 31,
2021
$
$
— $
86,192
36,976
—
—
—
123,168
$
—
—
—
—
—
—
—
The Company recognizes interest and penalties, if any, related to income tax matters in income tax expense. The Company
accrued interest of $0.0 million and $0.0 million for the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022 and 2021, $0.1 million and $0.0 million, respectively, of unrecognized tax benefits would favorably
impact the effective tax rate if recognized.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Note 14 – Related Party Transactions
Chicken Soup For The Soul Productions, LLC
Chicken Soup For The Soul Productions LLC (“CSS”) is the parent and controlling stockholder of the Company. At
December 31, 2022, CSS directly owns approximately 100% of the Company’s Class B common stock. CSS ownership of
Class B common stock represents an ownership interest of 36.7% of the total outstanding common stock and 85% 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 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. A summary of the relevant ongoing
agreements is as follows:
CSS Management Services Agreement
The Company is a party to a Management Services Agreement with CSS (the “Management Agreement”). Under the terms
of the Management Agreement, the Company is provided with the operational expertise of the CSS companies’ personnel,
including its chief executive officer, chief financial officer, chief accounting officer, chief strategy officer, and senior brand
advisor, and with other services, including accounting, legal, marketing, management, data access and back-office systems.
The Management Agreement also requires CSS to provide headquarter office space and equipment usage.
Under the terms of the Management Agreement, the Company pays a quarterly fee to CSS equal to 5% of the net revenue
as reported under GAAP for each fiscal quarter. For the years ended December 31, 2022 and 2021, the Company recorded
management fee expense of $9.2 million and $5.5 million, respectively, payable to CSS.
The term of the Management Agreement is five years, with automatic one-year renewals thereafter unless either party
elects to terminate by delivering written notice at least 90 days prior to the end of the then current term. The Management
Agreement is terminable earlier by either party by reason of certain prescribed and uncured defaults by the other party. The
Management Agreement will automatically terminate in the event of the Company’s bankruptcy or a bankruptcy of CSS or
if the Company no longer has licensed rights from CSS under the License Agreement described below.
CSS License Agreement and Marketing Support Fee
The Company is a party to a trademark and intellectual property license agreement with CSS (the “License Agreement”).
Under the terms of the License Agreement, the Company has been granted a perpetual, exclusive license to utilize the
Brand and related content, such as stories published in the Chicken Soup for the Soul books, for visual exploitation
worldwide. Under the License Agreement, the Company pays a license fee to CSS equal to 4% of net revenue for each
fiscal quarter.
In addition, CSS provides marketing support for the Company’s productions through its email distribution, blogs and other
marketing and public relations resources. The Company pays a quarterly fee to CSS for those services equal to 1% of net
revenue as reported under GAAP for each fiscal quarter for such support.
For the years ended December 31, 2022 and 2021, the Company recorded a combined license and marketing support fee
expense of $9.2 million and $5.5 million, respectively, payable to CSS.
Due To/From Affiliated Companies
The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and
the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs
and business initiatives. Settlements fluctuate period over period due to timing of liquidity needs.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
As of December 31, 2022 and 2021, the Company had an intercompany payable and receivable, respectively, with
affiliated companies.
Due to affiliated companies
Total due to/due from affiliated companies
See Note 19, Subsequent Events, for additional information.
Other Related Parties
December 31, December 31,
2022
$ 3,778,936
$ 3,778,936
2021
489,959
489,959
$
$
In the ordinary course of business, the Company is involved in arms-length transactions with certain minority shareholders
of a consolidated subsidiary related to the licensing of television and film programming properties. For the years ended
December 31, 2022 and 2021, the amount of revenue recognized was $0 and $6.1 million, respectively. At December 31,
2022 and 2021, the Company had accounts receivable of $4.8 million and $6.4 million, respectively.
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 the Company enters into agreements to obtain future titles. Once
a title is delivered, accepted and becomes available for exploitation, a content liability is recorded on the consolidated
balance sheet. As of December 31, 2022, the Company had $124.3 million in content obligations, comprised of $39.8
million of film library acquisition obligations, $55.8 million of programming obligations and $28.7 million of accrued
participation costs. As of December 31, 2021, the Company had $38.6 million in content obligations, comprised of $24.7
million of film library acquisition obligations, $1.6 million of programming obligations and $12.3 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 which are expected to be
fulfilled in the normal course of business have. 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 December 31, 2022 is
presented in the following table. The Company does not include any estimated obligation for these future titles beyond the
known minimum amount.
Future minimum payments off-balance sheet content commitments as of December 31, 2022 were as follows:
Minimum estimated content commitments
Acquisition of Sonar Assets
Total
2023
$ 98,021,577 $ 88,311,297 $ 9,710,280 $
2024
2025 and thereafter
—
The Company owes contingent consideration related to the acquisition of Sonar of $7.3 million at December 31, 2022. The
liability is an estimate and is payable upon the collection of receipts from defined receivables, noncontracted TV business
receipts and profit participation on a slate of development projects. Additionally, the Company has a Put Obligation for
$11,500,000 to acquire 5% of the shares of CSS AVOD Inc., that can be triggered any time during the three-year period
immediately following the 18-month anniversary of the asset purchase agreement. See Note 4, Business Combinations, and
Note 12, Put Option Obligation, for additional information.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
In February 2023, MidCap exercised their put option requiring CSSE to purchase such CSS AVOD Shares for $11,500,000.
See Note 19, Subsequent Events, for further details.
Legal and Other Matters
The Company is not presently a party to any legal proceedings the resolution of which the Company believes would have a
material adverse effect on its business, financial condition, operating results, or cash flows. However, any legal
proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and
excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial
position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain
potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a
material adverse impact on its business, financial condition, or results of operations.
Note 16 – Stockholders’ Equity
Amendment to Authorized Shares
On June 30, 2022, the shareholders of the Company approved an increase in the total authorized shares from 100,000,000
to 200,000,000, comprised of 140,000,000 million shares of Class A common stock, 20,000,000 share of Class B common
stock and 40,000,000 shares of preferred stock, of which, 10,000,000 are classified as Series A preferred stock.
Treasury Stock
On February 25, 2022, the Board of Directors increased the total authorization under the Company’s stock repurchase
program by $10,000,000 to $30,000,000. At December 31, 2022, the Company had $3,474,299 of authorization remaining
under the $30,000,000 stock repurchase program. During 2022, the Company repurchased 1,410,036 shares of common
stock at an average price of $9.90. During 2021, the Company repurchased 870,267 shares of common stock at an average
price of $14.44.
Common Stock Issuance for Redbox Merger
On August 11, 2022, the Company acquired all the outstanding equity interests of Redbox. In conjunction with the merger,
the Company issued 4,662,195 shares of its Class A common stock. See Note 4, Business Combinations, for additional
information.
Common and Preferred Stock Issuance for 1091
On March 4, 2022, the Company acquired all the outstanding equity interests of 1091. In conjunction with the merger, the
Company issued 375,000 shares of its Class A common stock and 80,000 shares of its preferred stock. See Note 4,
Business Combinations, for additional information.
Underwritten Public Common Stock Offering
On July 7, 2021, the Company completed an underwritten public offering of 1,875,000 shares of common stock at a price
$40.00 per common share, generating net proceeds of $70,500,000.
Common Stock Private Placement
On January 20, 2021, the Company completed a private placement of 1,022,727 shares of common stock at a price of
$22.00 per common share, generating net proceeds of $21,374,994.
At the Market Offering
During the years ended December 31, 2022 and 2021, the Company completed the sale of an aggregate of 376,163 and
126,000 shares, respectively of Class A common stock, generating net proceeds of $3,702,926 and $3,435,819 in the
respective periods.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
During the years ended December 31, 2022, the Company completed the sale of an aggregate of 718,027 shares,
respectively of preferred stock, generating net proceeds of $16,699,901 during the period. There were no similar sales of
preferred stock during the year ended December 31, 2021.
See Note 19, Subsequent Events, for additional information.
Noncontrolling Interests
Noncontrolling interests represent an equity interest in consolidated subsidiaries, including CSS AVOD, Locomotive
Global and Landmark Studio Group. On September 8, 2021, the Company purchased an additional 25,000 units of
common equity in Landmark Studio Group from Cole investments VII, LLC for $6,000,000. On March 3, 2022, the
Company purchased the remaining equity interest in Landmark Studio Group in exchange for 84,000 shares of Class A
common stock and $2,200,000, of which $1,450,000 is payable two years from the acquisition date. The purchase
increased the Company’s ownership in Landmark Studio Group from 78.5.5% to 100%. In October 2021, the Company
acquired a 51% stake in Locomotive Global Inc., a film production services company in India.
Subsidiary Convertible Preferred Stock
The subsidiary convertible preferred stock represented the equity attributable to the noncontrolling interest holder as a part
of the Crackle Plus business combination. Given the terms of the transaction, the noncontrolling interest holder had the
right to convert their Preferred Units in Crackle Plus into Common Units representing common ownership of 49% in
Crackle Plus or into Series A Preferred Stock of the Company.
On January 13, 2021, the Company issued 1,600,000 shares of its Series A Preferred Stock to CPEH pursuant to the Put
Option granted to CPEH under the JV Operating Agreement, as amended. The Put Option was exercised on December 14,
2020. The Company had the option to elect to pay cash in lieu of issuing Series A Preferred Stock. The Company elected to
satisfy the Put Option entirely through the issuance of Series A Preferred Stock. As a result of CPEH’s exercise of the Put
Option, the Company now owns 100% of Crackle Plus.
Voting Rights
Common Stock
Holders of shares of Class A Common Stock and Class B Common Stock have substantially identical rights, except that
holders of shares of Class A Common Stock are entitled to one vote per share and holders of shares of Class B Common
Stock are entitled to ten votes per share. Holders of shares of Class A Common Stock and Class B Common Stock vote
together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless
otherwise required by law or charter.
Preferred Stock
Holders of Series A Preferred Stock generally have no voting rights except for the right to add two members to the board of
directors if dividends payable on the outstanding Series A Preferred Stock are in arrears for eighteen or more consecutive
or non-consecutive monthly dividend periods. The Series A Preferred Stock is not convertible into common stock of the
Company.
Dividend Rights
Common Stock
Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per
share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board of
Directors out of any assets legally available thereof.
Preferred Stock
Holders of the Series A Preferred Stock will receive cumulative cash dividends at a rate of 9.75% per annum, as and when
declared by the Board of Directors.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
No Preemptive or Similar Rights
The Company’s common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking
fund provisions.
Right to Receive Liquidation Distributions
Subject to the preferential or other rights of any holders of preferred stock then outstanding, including the Series A
Preferred Stock, upon dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Class A
Common Stock and Class B Common Stock will be entitled to receive ratably all of the Company’s assets available for
distribution to the stockholders unless disparate or different treatment of the shares of each such class with respect to
distributions upon any such liquidation, dissolution or winding up is approved in advance by the affirmative vote (or
written consent if action by written consent of stockholders is permitted at such time under the certificate of incorporation)
of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting
separately as a class.
Warrants
Warrant activity as of December 31, 2022 is as follows:
Outstanding
Outstanding
at December 31, 2022
Weighted
Average
Remaining
Contract
Weighted
Average
Exercise
Price
Issued
Exercised
at December 31, 2021
526,362
123,109
800,000
1,200,000
380,000
1,620,000
Warrants
Class W
Class Z
CSSE Class I
CSSE Class II
CSSE Class III-A
CSSE Class III-B
HPS
Redbox Public (CSSEL) (1)
Redbox Private (1)
Term (Yrs.)
0.75
1.75
1.62
1.62
1.62
1.62
—
4.07
4.07
1.85
(1) The number of warrants is shown on an as converted basis based on the exchange ratio of 0.087, the gross warrants are
7.50
12.00
8.13
9.67
11.61
11.61
—
132.18
132.18
6,027,719 $ 30.54
—
—
—
—
—
—
— 1,011,530
— 1,039,183
— 339,065
2,389,778
526,362 $
123,109
800,000
1,200,000
380,000
1,620,000
—
1,039,183
339,065
—
—
—
—
—
—
(1,011,530)
—
—
(1,011,530)
4,649,471
Total
11,944,627 public and 3,897,303 private.
In connection with the HPS Credit Agreement, the Company issued HPS and affiliates a five-year warrant (“Credit Facility
Warrants”) to purchase up to an aggregate of 1,011,530 shares of the Company’s Class A common stock, at a per-share
exercise price of $0.0001. All the Credit Facility Warrants were exercised in September 2022.
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
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
The Company may redeem the public warrants under the following conditions:
•
•
•
•
In whole and not in part;
At a price of $0.01 per warrant;
Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and
if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $206.90 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within a 30-trading day period ending on the third trading day prior to the date on which the
Company gives proper notice of such redemption and provided certain other conditions are met.
The redemption criteria discussed above prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of
redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption
date. However, the price of the Company’s Class A common stock may fall below the $206.90 redemption trigger price (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $132.18 warrant
exercise price after the redemption notice is issued.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are
exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted
transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
As both the terms of the Private and Public warrants are substantively the same, the Company has determined to use the
fair market value of the Public warrants to value all of the warrants. At the time of initial recording the warrants, they were
valued at $2.52 per warrant or approximately $3,473,184. As of December 31, 2022 the fair market value of the warrants
was $0.02 or $25,222. For year ended December 31, 2022, the Company recognized a gain of $3,447,963 on the change in
fair value of the warrant liabilities in Other income (expense), net in the Company’s Consolidated Statements of
Operations.
Note 17 – Segment and Geographic Information
The Company’s reportable segments have been determined based on the distinct nature of its operations, the Company’s
internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating
decision maker. The Company operates in one reportable segment, the production and distribution of video content, and
currently operates in the United States and internationally.
Net revenue generated in the United States accounted for approximately 95% and 78% of total net revenue for the years
ended December 31, 2022 and 2021, respectively. All of the Company’s long-lived assets are based in the United States.
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Note 18 – Client Concentration
Customers with concentrations in excess of 10% of Net revenue and Gross accounts receivable are as follows:
Revenues
Customer A
Accounts Receivable
Customer A
Customer B
Note 19 – Subsequent Events
Authorization for Additional Preferred Shares
Year Ended December 31,
2021
2022
— %
16 %
Year Ended December 31,
2021
2022
14 %
12 %
— %
27 %
On March 1, 2023, the Company increased the number of shares of authorized Series A Preferred Stock from 5,000,000 to
6,000,000 shares.
Class A 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, par value $0.0001 per share (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”).
On the Commencement Date the Company sold 375,000 shares of Class A common stock (the “Initial Purchase Shares”)
to the Investor at $4.00 per share for $1,500,000 in gross proceeds (the “Initial Purchase”) under the Purchase Agreement.
Thereafter, the Company has the right, but not the obligation, on any business day selected by the Company (the “Purchase
Date”), provided that on such day the last closing sale price per-share of its Class A common stock is above a floor price,
as defined in the Purchase Agreement, to require Lincoln Park to purchase up to 20,000 shares of Class A common stock
(the “Regular Purchase Amount”) at the Purchase Price (as defined below) per purchase notice (each such purchase, a
“Regular Purchase”). Lincoln Park’s committed obligation under each Regular Purchase shall not exceed $1,000,000,
provided that the Parties may mutually agree at any time to increase the Regular Purchase Amount on any Purchase Date at
the Purchase Price, above and beyond the foregoing amounts that the Investor is committed to purchase. The purchase
price for Regular Purchases (the “Purchase Price”) shall be equal to the lesser of: (i) the lowest sale price of the Class A
common stock during the Purchase Date, or (ii) the average of the three (3) lowest closing sale prices of the Class A
common stock during the ten (10) business days prior to the Purchase Date. The Company shall have the right to submit a
Regular Purchase notice to the Investor as often as every business day.
In addition to Regular Purchases and provided that the Company has directed a Regular Purchase in full, the Company in
its sole discretion may require Lincoln Park on each Purchase Date to purchase on the following business day
(“Accelerated Purchase Date”) up to the lesser of (i) three (3) times the number of shares purchased pursuant to such
Regular Purchase or (ii) 30% of the trading volume on the Accelerated Purchase Date (the “Accelerated Purchase”) at a
purchase price equal to the lesser of 97% of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the
Accelerated Purchase Date’s volume weighted average price (the “Accelerated Purchase Price”). The Parties may mutually
agree to increase the number of shares of Class A common stock sold to the Investor on any Accelerated Purchase Date at
the Accelerated Purchase Price.
The Company may also direct Lincoln Park, on any business day on which an Accelerated Purchase has been completed
and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Purchase Agreement, to make additional purchases upon the same terms as an Accelerated Purchase (an “Additional
Accelerated Purchase”).
The purchase price of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases and the minimum
closing sale price for a Regular Purchase will be adjusted for any reorganization, recapitalization, non-cash dividend, stock
split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.
The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may in no case
exceed 2,712,094 shares (subject to adjustment as described above) of Class A common stock (which is equal to
approximately 19.99% of the shares of the Class A common stock outstanding immediately prior to the execution of the
Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the
Exchange Cap, in which the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Class A
common stock to Lincoln Park under the Purchase Agreement equals or exceeds $3.47 per share (subject to adjustment as
described above) (which represents the Minimum Price, as defined under Nasdaq Listing Rule 5635(d), on the Nasdaq
Global Market immediately preceding the signing of the Purchase Agreement, such that the transactions contemplated by
the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules).
The Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty,
by giving one business day notice to Lincoln Park to terminate the Purchase Agreement. Lincoln Park has covenanted not
to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Class A common stock.
On the Commencement Date the Company issued 125,000 shares of Class A common stock to Lincoln Park as an initial
fee for its commitment to purchase shares of Class A common stock under the Purchase Agreement, and may issue up to
125,000 additional shares of Class A common stock pro-rata in connection with the purchase of shares of Class A common
stock under the Purchase Agreement.
There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other
than restrictions on the Company’s ability to enter into a similar type of agreement or Equity Line of Credit during the
Term, excluding an “at-the-market” transaction with a registered broker-dealer), rights of first refusal, participation rights,
penalties, or liquidated damages in the Purchase Agreement. The Company may deliver Purchase Notices under the
Purchase Agreement, subject to market conditions, and in light of its capital needs, from time to time and under the
limitations contained in the Purchase Agreement. Any proceeds that the Company receives under the Purchase Agreement
are expected to be used for working capital and general corporate purposes.
Sonar Acquisition Put Option
MidCap Financial Trust exercised their Put Option resulting in the Put Price of $11,500,000 payable by March 31, 2023, in
exchange for Midcap’s Financial Trust’s 5% interest in CSS AVOD. Upon payment, the Company will own 100% of CSS
AVOD. See Note 4 for additional information.
Offering of Class A Common Stock
On March 31, 2023 the Company announced the pricing of an underwritten public offering Class A common stock (the
offering). The company offered 4,688,015 shares of its Class A common stock at a price of $2.30 per share. The net
proceeds of the offer are expected to be approximately $10.4 million. The Company intends to use 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.
Investment from Parent Company and Equitization of Certain Obligations
On March 30, 2023, the Company entered into a modification with CSS to each of the CSS Management Agreement and
CSS License Agreement (the “CSS Agreements Modification”), 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 on and after April 1,
2023 shall be paid through the issuance by our company of shares of our Class A common stock. The shares payable with
respect to clause (a), above, shall be paid promptly following the execution of the CSS Agreements Modification. The
shares that shall become issuable in the future under clause (b) shall be issued each fiscal quarter as such fees are earned.
The shares shall be valued at the higher of (a) $3.05 (which was the highest of the closing price (as reflected on
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Chicken Soup for the Soul Entertainment, Inc.
Notes to Consolidated Financial Statements
Nasdaq.com) of our Class A common stock on the trading day immediately preceding the signing of the modification, and
the average closing price of our Class A common stock (as reflected on Nasdaq.com) for the five trading days immediately
preceding the signing of the modification), and (b) the average closing price of our Class A common stock (as reflected on
Nasdaq.com) for the five trading days immediately following the filing of this annual report on Form 10-K for the year
ended December 31, 2022.
It is anticipated that the approximately $3.8 million investment by CSS in this offering, and the equitization by CSS of fees
under the CSS Management Agreement and CSS License Agreement as described above will increase the Company’s
available working capital position by approximately $20 million dollars.
F-45
Table of Contents
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Management’s Evaluation of our Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that such information is accumulated and communicated to a company’s management, including its
chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial
statements will not be prevented or detected on a timely basis.
In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2022, the end of the period covered by our
Annual Report on Form 10-K. Based upon such evaluation, our Chief Executive Officer and our Chief Financial Officer
have concluded that our disclosure controls and procedures were effective as of such date.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our Company. Internal control over financial
reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance that transactions and disposition of assets are
recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and
expenditures are made in accordance with the authorization of our management and directors; and providing reasonable
assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over
financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be
prevented or detected. Our controls and procedures can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of the control and misstatements due to error or fraud may
occur and not be detected on a timely basis. Further, the evaluation of the effectiveness of internal control over financial
reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls
may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures
may decline.
Under the supervision and with the participation of management, including our Chief Executive and Chief Financial
Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December
31, 2022 based on those portions of the framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework (2013 Framework) that we believed to be applicable to us as a
smaller reporting company and emerging growth company. Based on this evaluation, management concluded that the
Company’s internal controls over financial reporting were effective at the reasonable assurance level as of December 31,
2022 and did not identify any material weaknesses.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December
31, 2022, excluded an evaluation of the internal control over financial reporting of Redbox, in accordance with the SEC’s
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staff guidance that permits the exclusion of acquisitions from management’s assessment of internal control over financial
reporting for the fiscal year in which the acquisition occurred. Due to the size, breadth and complexity of Redbox,
management’s evaluation of internal control over financial reporting for the fiscal year ended December 31, 2022, excludes
the internal control activities of Redbox, which represented 16% and 34% of total consolidated assets and revenues,
respectively, of the Company for the year ended December 31, 2022.
Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm
was not required to attest to the effectiveness of our internal control over financial reporting for so long as we are an
emerging growth company.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) during our fourth fiscal quarter ended December 31, 2022, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
ITEM 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended
December 31, 2022.
ITEM 11. Executive Compensation
The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended
December 31, 2022.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended
December 31, 2022.
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Table of Contents
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended
December 31, 2022.
ITEM 14. Principle Accounting Fees and Services
The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended
December 31, 2022.
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ITEM 15. Exhibits, Financial Statement Schedules
PART IV
The information required by subsections (a)(1) and (a)(2) of this item are included in the response to Item 8 of Part II of
this annual report on Form 10-K.
Exhibit
No.
3.1
3.2
4.1
Description
Included
Form
Filing Date
Certificate of Incorporation of Chicken Soup for the Soul Entertainment
Inc.
By Reference DOS
September 21, 2016
Bylaws of Chicken Soup for the Soul Entertainment Inc.
By Reference DOS
September 21, 2016
Specimen Class A Common Stock Certificate.
By Reference 1-A
4.2.1 Certificate of Designations, Rights and Preferences of 9.75% Series A
By Reference 8-K
Cumulative Redeemable Perpetual Preferred Stock.
June 21, 2017
June 29, 2019
4.2.2 Certificate of Amendment to the Certificate of Designations, Rights and
Preferences of 9.75% Series A Cumulative Redeemable Perpetual
Preferred Stock.
By Reference S-3
September 28, 2018
4.2.3
4.2.4
Certificate of Amendment to the Certificate of Designations, Rights and
Preferences of 9.75% Series A Cumulative Redeemable Perpetual
Preferred Stock dated November 14, 2018.
By Reference 8-K
November 18, 2019
Certificate of Amendment to the Certificate of Designations, Rights and
Preferences of 9.75% Series A Cumulative Redeemable Perpetual
Preferred Stock dated July 31, 2019.
By Reference
S-
1/A
August 1, 2018
4.2.4 Certificate of Amendment to the Certificate of Designations,
Rights and Preferences of 9.75% Series A Cumulative
Redeemable Perpetual Preferred Stock, dated November 22,
2022
4.2.5 Certificate of Amendment to the Certificate of Designations,
Rights and Preferences of 9.75% Series A Cumulative
Redeemable Perpetual Preferred Stock, dated March 1, 2023
4.3
4.4
4.5.1
4.5.2
4.6
4.7
4.8
4.9
4.10
4.11
4.12
Class I Warrant.
Class II Warrant.
Class III-A Warrant.
Class III-B Warrant.
Class W Warrant Agreement between Chicken Soup for the Soul
Entertainment Inc. and Continental Stock Transfer & Trust Co.
Class Z Warrant Agreement between Chicken Soup for the Soul
Entertainment Inc. and Continental Stock Transfer & Trust Co.
Form of Class W Warrant.
Form of Class Z Warrant.
Indenture, dated as of July 17, 2020, between Chicken Soup for the Soul
Entertainment Inc. and U.S. Bank National Association, as Trustee.
First Supplemental Indenture, dated as of July 17, 2020, between
Chicken Soup for the Soul Entertainment Inc. and U.S. Bank National
Association, as Trustee.
Form of 9.50% Notes due 2025 (included as Exhibit A to Exhibit 4.11
hereto).
4.13
Description of Securities.
4.14 Warrant Assumption and Amendment Agreement, dated as of
August 11, 2022, by and among Redbox Entertainment Inc., a
Delaware corporation, f/k/a Seaport Global Acquisition Corp. (the
By Reference 8-K
November 22, 2022
By Reference 8-K
March 1, 2023
By Reference 8-K
By Reference 8-K
By Reference 8-K
By Reference 8-K
May 15, 2019
May 15, 2019
May 15, 2019
May 15, 2019
By Reference 8-K
November 24, 2020
By Reference 8-K
November 24, 2020
By Reference 8-K
November 24, 2020
By Reference 8-K
November 24, 2020
By Reference 8-K
July 22, 2020
By Reference 8-K
July 22, 2020
By Reference 8-K
July 22, 2020
Herewith
--
--
By Reference 8-K/A
August 15, 2022
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“Company”), Chicken Soup for the Soul Entertainment Inc., a
Delaware corporation (“CSSE”), and Continental Stock Transfer &
Trust Company, a New York corporation (“CST”).
4.15 HPS Warrant Agreement, dated as of August 11, 2022
By Reference
8-K/A
August 15, 2022
10.1
Trademark and Intellectual Property License Agreement between Chicken
Soup for the Soul Entertainment Inc. and Chicken Soup for the Soul, LLC
By Reference
DOS
10.2.1 Management Services Agreement between Chicken Soup for the Soul
By Reference
DOS
Entertainment Inc. and Chicken Soup for the Soul, LLC
10.2.2 Amendment to Management Services Agreement.
10.2.3 Second Amendment to Management Services Agreement.
10.3
10.4
Form of Indemnification Agreement.
Chicken Soup for the Soul Entertainment Inc. 2017 Long-term Incentive
Plan.
10.5.1 Amended and Restated Limited Liability Company Operating Agreement by
and among Crackle Plus, LLC, Chicken Soup for the Soul Entertainment,
Inc. and Crackle, Inc.
Operating Agreement of Crackle Plus, LLC.
10.5.3 Put Option Closing Agreement, dated January 13, 2021, between Crackle
Plus, LLC, Chicken Soup for the Soul Entertainment Inc., and CPE Holdings
Inc.
10.6
10.7
10.8
Limited Liability Company Operating Agreement by and among Landmark
Studio Group, Chicken Soup for the Soul Entertainment, Inc., Cole
Investments VII LLC, David Ozer, Legend Capital Management, LLC, and
Kevin Duncan.
Securities Purchase Agreement, dated as of January 14, 2021, between
Chicken Soup for the Soul Entertainment Inc. and the Investors party thereto.
Registration Rights Agreement, dated as of January 14, 2021, between
Chicken Soup for the Soul Entertainment Inc. and the Investors party thereto.
10.9 Amended and Restated Credit Agreement, dated as of August 11,
2022, by and among Chicken Soup for the Soul Entertainment, Inc. ,
Redbox Automated LLC, the Lenders named therein and HPS
Investment Partners LLC, as administrative agent for the Lenders
By Reference
Herewith
By Reference
By Reference
8-K
--
1-A
1-A
By Reference
8-K
May 15, 2019
September 21,
2016
September 21,
2016
June 30,2019
--
June 21, 2017
June 21, 2017
November 16,
2020
Herewith
--
--
By Reference
8-K
October 18, 2019
By Reference
8-K
January 20, 2021
By Reference
8-K
January 20, 2021
By Reference
8-K/A
August 15, 2022
10.5.2 Amendment to the Amended and Restated Limited Liability Company
By Reference
8-K
10.10 Purchase Agreement, dated March 12, 2023, between Chicken Soup
By Reference
8-K
March 13, 2023
for the Soul Entertainment, Inc. and Lincoln Park,
10.11 Registration Rights Agreement, dated March 12, 2023 by and
between Chicken Soup for the Soul Entertainment, Inc. and Lincoln
Park,
10.14 At the Market Issuance Agreement, dated as of January 25, 2022 by
and among Chicken Soup for the Soul Entertainment, Inc, B. Riley
Securities Inc. and Virtu Americas LLC
21
23.1
31.1
31.2
32.1
32.2
Subsidiaries of the Registrant.
Consent of Rosenfield & Company PLC
Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
By Reference
8-K
March 13, 2023
By Reference 8-K
January 26, 2022
Herewith
Herewith
Herewith
Herewith
Herewith
Herewith
--
--
--
--
--
--
--
--
--
--
--
--
55
Table of Contents
101.INS Inline XBRL Instance Document*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
ITEM 16. Form 10-K Summary
Not applicable.
56
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2023.
CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT, INC.
(Registrant)
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
Chairman and Chief Executive Officer
/s/ Jason Meier
Jason Meier
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
By:
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr., Chairman, Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Jason Meier
Jason Meier, Chief Financial Officer and Principal Accounting Officer
(Principal Financial and Accounting Officer)
/s/ Christopher Mitchell
Christopher Mitchell, Director
/s/ Amy L. Newmark
Amy L. Newmark, Director
/s/ Cosmo DeNicola
Cosmo DeNicola, Director
/s/ Fred M. Cohen
Fred M. Cohen, Director
/s/ Christina Weiss Lurie
Christina Weiss Lurie, Director
/s/ Diana Wilkin
Diana Wilkin, Director
/s/ Vikram Somaya
Vikram Somaya, Director
/s/ Martin Pompadur
Martin Pompadur, Director
57
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
March 31, 2023
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.13
The following description of the Company’s securities is based upon the Company’s amended and restated certificate of incorporation
(“Charter”), the Company’s Bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the Charter
and Bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions
of our Charter and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.13 is a part.
Authorized Capital Stock
We are authorized to issue 70,000,000 shares of Class A common stock, par value $.0001, 20,000,000 shares of Class B common stock,
par value $.0001, and 10,000,000 shares of preferred stock, par value $.0001, of which 4,300,000 has been designated as 9.75% Series A
Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”).
Common Stock
Voting Rights - Holders of shares of Class A common stock and Class B common stock have substantially identical rights, except that
holders of shares of Class A common stock are entitled to one vote per share and holders of shares of Class B common stock are entitled
to ten votes per share. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all
matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our charter. There is
no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the voting power
voting for the election of directors can elect all of the directors.
Dividend Rights - Shares of Class A common stock and Class B common stock shall be treated equally, identically and ratably, on a per
share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the board of directors out of
any assets legally available therefor.
No Preemptive or Similar Rights - Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or
sinking fund provisions.
Right to Receive Liquidation Distributions - Subject to the preferential or other rights of any holders of preferred stock then outstanding,
including the Series A Preferred Stock, upon our dissolution, liquidation or winding up, whether voluntary or involuntary, holders of
Class A common stock and Class B common stock will be entitled to receive ratably all of our assets available for distribution to our
stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such
liquidation, dissolution or winding up is approved in advance by the affirmative vote (or written consent if action by written consent of
stockholders is permitted at such time under our certificate of incorporation) of the holders of a majority of the outstanding shares of
Class A common stock and Class B common stock, each voting separately as a class.
Merger or Consolidation - In the case of any distribution or payment in respect of the shares of Class A common stock or Class B
common stock upon our consolidation or merger with or into any other entity, or in the case of any other transaction having an effect on
stockholders substantially similar to that resulting from a consolidation or merger, such distribution or payment shall be made ratably on
a per share basis among the holders of the Class A common stock and Class B common stock as a single class, provided, however, that
shares of one such class may receive different or disproportionate distributions or payments in connection with such merger,
consolidation or other transaction if (i) the only difference in the per share distribution to the holders of the Class A common stock and
Class B common stock is that any securities distributed to the holder of a share Class B common stock have ten times the voting power
of any securities distributed to the holder of a share of Class A common stock, or (ii) such merger, consolidation or other transaction is
approved by the affirmative vote (or written consent if action by written
consent of stockholders is permitted at such time under our Certificate of Incorporation) of the holders of a majority of the outstanding
shares of Class A common stock and Class B common stock, each voting separately as a class.
Conversion - The outstanding shares of Class B common stock are convertible at any time as follows: (a) at the option of the holder, a
share of Class B common stock may be converted at any time into one share of Class A common stock or (b) upon the election of the
holders of a majority of the then outstanding shares of Class B common stock, all outstanding shares of Class B common stock may be
converted into shares of Class A common stock. Once converted into Class A common stock, the Class B common stock will not be
reissued.
Preferred Stock
General
Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to
establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights
of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our
stockholders. Our board of directors can also increase (but not above the total number of authorized shares of the class) or decrease (but
not below the number of shares then outstanding) the number of shares of any series of preferred stock, without any further vote or action
by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders of our common stock or other series of preferred stock. The issuance of
preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could,
among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely
affect the market price of our common stock and the voting and other rights of the holders of our common stock.
Series A Preferred Stock
Listing - Our Series A Preferred Stock is listed on the Nasdaq Global Market under the symbol “CSSEP”.
Credit Rating - Our Series A Preferred Stock has been rated BBB(-) by Egan-Jones Rating Co., a Nationally Recognized Statistical
Rating Organization (“NRSRO”). The Series A Preferred Stock has not been rated by any other NRSRO or other agency. A securities
rating reflects only the view of a rating agency and is not a recommendation to buy, sell, or hold the Series A Preferred Stock. Any rating
may be subject to revision upward or downward or withdrawal at any time by a rating agency if such rating agency decides that
circumstances warrant that change. Each rating should be evaluated independently of any other rating. No report of any rating agency is
being incorporated herein by reference.
The credit ratings assigned by Egan-Jones are based, in varying degrees, on the following considerations:
● Likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance
with the terms of the obligation;
● Nature of and provisions of the obligation; and
● Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors’ rights.
Credit ratings assigned by Egan-Jones are expressed in terms of default risk. The rating scale utilized by Egan-Jones is as follows:
● AAA — An obligation rated “AAA” has the highest rating assigned by Egan-Jones. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
● AA — An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s capacity to
meet its financial commitment on the obligation is very strong.
● A — An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
● BBB — An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
● BB, B, CCC, CC, and C — Obligations rated “BB”, “B”, “CCC”, “CC”, and “C” are regarded as having significant
speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to
adverse conditions.
● D — An obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not
made on the date due even if the applicable grace period has not expired, unless Egan-Jones believes that such payments will be
made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.
● Plus (+) or minus (-) — The ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.
No Maturity, Sinking Fund or Mandatory Redemption - The Series A Preferred Stock has no stated maturity and will not be subject to
any sinking fund or mandatory redemption. Shares of the Series A Preferred Stock will remain outstanding indefinitely unless we decide
to redeem or otherwise repurchase them. We are not required to set aside funds to redeem the Series A Preferred Stock.
Ranking - The Series A Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon our
liquidation, dissolution or winding up:
● senior to all classes or series of our common stock and to all other equity securities issued by us other than equity securities
referred to in the next two bullet points below;
● on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity
with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our
liquidation, dissolution or winding up;
● junior to all equity securities issued by us with terms specifically providing for ranking senior to the Series A Preferred Stock
with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up
(please see the section entitled “Voting Rights” below); and
● effectively junior to all our existing and future indebtedness (including indebtedness convertible to our common stock or
preferred stock) and to any indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our
existing subsidiaries.
Dividends - Holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by our board of directors,
out of funds of the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 9.75% of the $25.00
per share liquidation preference per annum (equivalent to $2.4375 per annum per share). Dividends on the Series A Preferred Stock shall
be payable monthly on the 15th day of each month; provided that if any dividend payment date is not a business day, as defined in the
certificate of designations, then the dividend that would otherwise have been payable on that dividend payment date may be paid on the
next succeeding business day and no interest, additional dividends or other sums will accrue on the amount so payable for the period
from and after that dividend payment date to that next succeeding business day. Any dividend payable on the Series A Preferred Stock,
including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day
months; however, the shares of Series A Preferred Stock offered hereby will be credited as having accrued dividends since the first day
of the calendar month in which they are issued. Dividends will be payable to holders of record as they appear in our stock records for the
Series A Preferred Stock at the close of business on the applicable record date, which shall be the last day of the calendar month, whether
or not a business day, immediately preceding the month in which the applicable dividend payment date falls. As a result, holders of
shares of Series A Preferred Stock will not be entitled to receive dividends on a dividend payment date if such shares were not issued and
outstanding on the applicable dividend record date.
No dividends on shares of Series A Preferred Stock shall be authorized by our board of directors or paid or set apart for payment by us at
any time when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibit the
authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment
thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for
payment shall be restricted or prohibited by law.
Notwithstanding the foregoing, dividends on the Series A Preferred Stock will accrue whether or not we have earnings, whether or not
there are funds legally available for the payment of those dividends and whether or not those dividends are declared by our board of
directors. No interest, or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A
Preferred Stock that may be in arrears, and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of full
cumulative dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the
earliest accumulated but unpaid dividend due with respect to those shares.
Future distributions on our common stock and preferred stock, including the Series A Preferred Stock, will be at the discretion of our
board of directors and will depend on, among other things, our results of operations, cash flow from operations, financial condition and
capital requirements, any debt service requirements and any other factors our board of directors deems relevant. Accordingly, we cannot
guarantee that we will be able to make cash distributions on our preferred stock or what the actual distributions will be for any future
period.
Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend
periods, no dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior
to the Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up)
shall be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may issue ranking junior
to, or on a parity with, the Series A Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up. Nor shall any other distribution be declared or made upon shares of our common stock or preferred stock that
we may issue ranking junior to, or on a parity with, the Series A Preferred Stock as to the payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up. Also, any shares of our common stock or preferred stock that we may issue ranking
junior to or on a parity with the Series A Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made
available for a sinking fund for the redemption of any such shares) by us (except by conversion into or exchange for our other capital
stock that we may issue ranking junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up).
When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and
the shares of any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the Series A
Preferred Stock, all dividends declared upon the Series A Preferred Stock and any other series of preferred stock that we may issue
ranking on a parity as to the payment of dividends with the Series A Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share of Series A Preferred Stock and such other series of preferred stock that we may issue shall in all cases bear
to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other series of preferred stock that
we may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does
not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any
dividend payment or payments on the Series A Preferred Stock that may be in arrears.
Liquidation Preference - In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of
Series A Preferred Stock will be entitled to be paid out of the assets we have legally available for distribution to our shareholders, subject
to the preferential rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series A Preferred
Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share,
plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of
assets is
made to holders of our common stock or any other class or series of our capital stock we may issue that ranks junior to the Series A
Preferred Stock as to liquidation rights.
In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to
pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series A Preferred
Stock in the distribution of assets, then the holders of the Series A Preferred Stock and all other such classes or series of capital stock
shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be
respectively entitled.
We will use commercially reasonable efforts to provide written notice of any such liquidation, dissolution or winding up no fewer than
10 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders
of Series A Preferred Stock will have no right or claim to any of our remaining assets. The consolidation or merger of us with or into any
other corporation, trust or entity or of any other entity with or into us, or the sale, lease, transfer or conveyance of all or substantially all
of our property or business, shall not be deemed a liquidation, dissolution or winding up of us (although such events may give rise to the
special optional redemption to the extent described below).
Optional Redemption - On and after June 27, 2023, we may, at our option, upon not less than 30 nor more than 60 days’ written notice,
redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00
per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.
Special Optional Redemption - Upon the occurrence of a Change of Control, we may, at our option, upon not less than 30 nor more than
60 days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such
Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to,
but not including, the redemption date.
A “Change of Control” is deemed to occur when the following have occurred and are continuing:
● the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Exchange Act (other than Mr. Rouhana, the chairman of our board of directors, our chief executive officer and our principal
stockholder, any member of his immediate family, and any “person” or “group” under Section 13(d)(3) of the Exchange Act,
that is controlled by Mr. Rouhana or any member of his immediate family, any beneficiary of the estate of Mr. Rouhana, or any
trust, partnership, corporate or other entity controlled by any of the foregoing), of beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of
our stock entitling that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in
the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such
person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition); and
● following the closing of any transaction referred to above, neither we nor the acquiring or surviving entity has a class of
common securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American, or
Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American, or
Nasdaq.
Redemption Procedures. In the event we elect to redeem Series A Preferred Stock, the notice of redemption will be mailed to each holder
of record of Series A Preferred Stock called for redemption at such holder’s address as it appears on our stock transfer records, not less
than 30 nor more than 60 days prior to the redemption date, and will state the following:
·
·
·
·
the redemption date;
the number of shares of Series A Preferred Stock to be redeemed;
the redemption price;
the place or places where certificates (if any) for the Series A Preferred Stock are to be surrendered for payment of the
redemption price;
● that dividends on the shares to be redeemed will cease to accumulate on the redemption date;
● whether such redemption is being made pursuant to the provisions described above under “—Optional Redemption” or “—
Special Optional Redemption”; and
● if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of
the transaction or transactions constituting such Change of Control.
If less than all of the Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify
the number of shares of Series A Preferred Stock held by such holder to be redeemed. No failure to give such notice or any defect thereto
or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except
as to the holder to whom notice was defective or not given.
Holders of Series A Preferred Stock to be redeemed shall surrender the Series A Preferred Stock at the place designated in the notice of
redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption
following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have irrevocably set
aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series A Preferred Stock so called for
redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption
price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series A Preferred Stock, those
shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of those shares will terminate,
except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any
redemption date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption
may be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the period
from and after that redemption date to that next business day. If less than all of the outstanding Series A Preferred Stock is to be
redeemed, the Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating
fractional shares) or by any other equitable method we determine.
In connection with any redemption of Series A Preferred Stock, we shall pay, in cash, any accumulated and unpaid dividends to, but not
including, the redemption date, unless a redemption date falls after a dividend record date and prior to the corresponding dividend
payment date, in which case each holder of Series A Preferred Stock at the close of business on such dividend record date shall be
entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such
shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends,
whether or not in arrears, on shares of the Series A Preferred Stock to be redeemed.
No shares of Series A Preferred Stock shall be redeemed unless full cumulative dividends on all shares of Series A Preferred Stock have
been or contemporaneously are declared and paid and all outstanding shares of Series A Preferred Stock are simultaneously redeemed.
We shall not otherwise purchase or acquire directly or indirectly any shares of Series A Preferred Stock (except by exchanging it for our
capital stock ranking junior to the Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation,
dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series A
Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A
Preferred Stock.
Subject to applicable law, we may purchase shares of Series A Preferred Stock in the open market, by tender or by private agreement.
Any shares of Series A Preferred Stock that we acquire may be retired and reclassified as authorized but unissued shares of preferred
stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.
Voting Rights - Holders of the Series A Preferred Stock do not have any voting rights, except as set forth below or as otherwise required
by law.
On each matter on which holders of Series A Preferred Stock are entitled to vote, each share of Series A Preferred Stock will be entitled
to one vote. In instances described below where holders of Series A Preferred Stock vote with
holders of any other class or series of our preferred stock as a single class on any matter, the Series A Preferred Stock and the shares of
each such other class or series will have one vote for each $25.00 of liquidation preference (excluding accumulated dividends)
represented by their respective shares.
Whenever dividends on any shares of Series A Preferred Stock are in arrears for eighteen or more monthly dividend periods, whether or
not consecutive, the number of directors constituting our board of directors will be automatically increased by two (if not already
increased by two by reason of the election of directors by the holders of any other class or series of our preferred stock we may issue
upon which like voting rights have been conferred and are exercisable and with which the Series A Preferred Stock is entitled to vote as a
class with respect to the election of those two directors) and the holders of Series A Preferred Stock (voting separately as a class with all
other classes or series of preferred stock we may issue upon which like voting rights have been conferred and are exercisable and which
are entitled to vote as a class with the Series A Preferred Stock in the election of those two directors) will be entitled to vote for the
election of those two additional directors (the “preferred stock directors”) at a special meeting called by us at the request of the holders of
record of at least 25% of the outstanding shares of Series A Preferred Stock or by the holders of any other class or series of preferred
stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series A
Preferred Stock in the election of those two preferred stock directors (unless the request is received less than 90 days before the date
fixed for the next annual or special meeting of shareholders, in which case, such vote will be held at the earlier of the next annual or
special meeting of shareholders), and at each subsequent annual meeting until all dividends accumulated on the Series A Preferred Stock
for all past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment
thereof set aside for payment. In that case, the right of holders of the Series A Preferred Stock to elect any directors will cease and, unless
there are other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable, any
preferred stock directors elected by holders of the Series A Preferred Stock shall immediately resign and the number of directors
constituting the board of directors shall be reduced accordingly. In no event shall the holders of Series A Preferred Stock be entitled
under these voting rights to elect a preferred stock director that would cause us to fail to satisfy a requirement relating to director
independence of any national securities exchange or quotation system on which any class or series of our capital stock is listed or quoted.
For the avoidance of doubt, in no event shall the total number of preferred stock directors elected by holders of the Series A Preferred
Stock (voting separately as a class with all other classes or series of preferred stock we may issue upon which like voting rights have
been conferred and are exercisable and which are entitled to vote as a class with the Series A Preferred Stock in the election of such
directors) under these voting rights exceed two. Any person nominated to serve as a director of our company under the foregoing terms
shall be reasonably acceptable to our company.
If a special meeting is not called by us within 30 days after request from the holders of Series A Preferred Stock as described above, then
the holders of record of at least 25% of the outstanding Series A Preferred Stock may designate a holder to call the meeting at our
expense.
If, at any time when the voting rights conferred upon the Series A Preferred Stock are exercisable, any vacancy in the office of a
preferred stock director shall occur, then such vacancy may be filled only by a written consent of the remaining preferred stock director,
or if none remains in office, by vote of the holders of record of the outstanding Series A Preferred Stock and any other classes or series of
preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the
Series A Preferred Stock in the election of the preferred stock directors. Any preferred stock director elected or appointed may be
removed only by the affirmative vote of holders of the outstanding Series A Preferred Stock and any other classes or series of preferred
stock upon which like voting rights have been conferred and are exercisable and which classes or series of preferred stock are entitled to
vote as a class with the Series A Preferred Stock in the election of the preferred stock directors, such removal to be effected by the
affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding Series A Preferred Stock and any such
other classes or series of preferred stock, and may not be removed by the holders of the common stock.
So long as any shares of Series A Preferred Stock remain outstanding, we will not, without the affirmative vote or consent of the holders
of at least 66.67% of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding at the time, given in person
or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity preferred stock that we may issue
upon which like voting rights have been conferred and are exercisable), (a) authorize or create, or increase the authorized or issued
amount of, any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or reclassify any of our authorized capital stock into such shares, or
create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (b) unless
redeeming all Series A Preferred Stock in connection with such action, amend, alter, repeal or replace our certificate of incorporation,
including by way of a merger, consolidation or otherwise in which we may or may not be the surviving entity, so as to materially and
adversely affect and deprive holders of Series A Preferred Stock of any right, preference, privilege or voting power of the Series A
Preferred Stock (each, an “Event”). An increase in the amount of the authorized preferred stock, including the Series A Preferred Stock,
or the creation or issuance of any additional Series A Preferred Stock or other series of preferred stock that we may issue, or any increase
in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series A Preferred Stock with
respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed an Event
and will not require us to obtain 66.67% of the votes entitled to be cast by the holders of the Series A Preferred Stock and all such other
similarly affected series, outstanding at the time (voting together as a class).
The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be
required shall be affected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon
proper notice and sufficient funds shall have been deposited in trust to affect such redemption.
Except as expressly stated in the certificate of designations or as may be required by applicable law, the Series A Preferred Stock do not
have any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof shall not be
required for the taking of any corporate action.
No Conversion Rights - The Series A Preferred Stock is not convertible into our common stock or any other security.
No Preemptive Rights - No holders of the Series A Preferred Stock will, as holders of Series A Preferred Stock, have any preemptive
rights to purchase or subscribe for our common stock or any other security.
Warrants
Class W Warrants - Each outstanding Class W warrant entitles the registered holder to purchase one share of our Class A common stock
at a price of $7.50 per share, subject to adjustment as discussed below. Each warrant is exercisable at any time through June 30, 2023 at
5:00 p.m., New York City time.
Class Z Warrants - Each outstanding Class Z warrant entitles the registered holder to purchase one share of our Class A common stock at
a price of $12.00 per share, subject to adjustment as discussed below. Each warrant is exercisable at any time through June 30, 2024 at
5:00 p.m., New York City time.
Cancellation - We may call for cancellation of all or any portion of the Class W warrants or Class Z warrants for which a notice of
exercise has not yet been delivered to us for consideration equal to $.01 per Class W warrant or Class Z warrant, as the case may be, in
accordance with the provisions of such warrants, if (i) our Class A common stock is traded, listed or quoted on any U.S. market or
electronic exchange, and (ii) the closing per-share sales price of the Class A common stock for any twenty (20) trading days during a
consecutive thirty (30) trading days period exceeds $15.00, for Class W warrants, or $18.00, for Class Z warrants, in each case subject to
adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like.
The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the call notice. On and after the call
date, a record holder of a warrant will have no further rights except to receive the call price for such holder’s warrant upon surrender of
such warrant.
The criteria for calling our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing
share price and the warrant exercise price so that if the share price declines as a result of our call, the call will not cause the share price to
drop below the exercise price of the warrants.
Exercise Rights - Holders of the Class W warrants and Class Z warrants have cashless exercise rights that allow each holder to pay the
exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” for this purpose will mean the
average reported last sale price of the shares of common stock for the ten trading days ending on the trading day prior to the date of
exercise.
The exercise price and number of shares of Class A common stock issuable on exercise of the warrants may be adjusted in certain
circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or
consolidation. However, neither the Class W warrants nor the Class Z warrants will be adjusted for issuances of shares of any equity or
equity-based securities at a price below their respective exercise prices.
The Class W warrants and Class Z warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date
at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as
indicated, accompanied by full payment of the exercise price, by certified or official bank check or wire transfer payable to us, for the
number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and
any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of common
stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by
stockholders.
No fractional shares will be issued upon exercise of the Class W warrants or Class Z warrants. If, upon exercise, a holder would be
entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of
Class A common stock to be issued to the warrant holder.
Listing - We have applied for quotation of the Class W Warrants on the OTCQB Market and the Class Z Warrants on the OTC Pink
Market under the proposed symbols “CSSEW” and “CSSEZ”, respectively, but we cannot guarantee that our Class W Warrants or Class
Z Warrants will be approved for quotation or listing on any market.
9.50% Notes Due 2025
Listing: Our 9.50% Notes due 2025 (“Notes”) are listed on the Nasdaq Global Market under the symbol “CSSEN”.
Interest: 9.50% per year, payable every March 31, June 30, September 30, and December 31. The regular record dates for interest
payments will be every March 15, June 15, September 15, and December 15. If an interest payment date falls on a non-business day, the
applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed
payment.
Maturity: July 31, 2025.
Trustee: U.S. Bank National Association.
Credit Rating: Our Notes are ranked BBB by Egan-Jones Ratings Company. The Notes have not been rated by any other NRSRO or
other agency. A securities rating reflects only the view of a rating agency and is not a recommendation to buy, sell, or hold the Notes.
Any rating may be subject to revision upward or downward or withdrawal at any time by a rating agency if such rating agency decides
that circumstances warrant that change. Each rating should be evaluated independently of any other rating. No report of any rating
agency is being incorporated herein by reference. More information about credit ratings assigned by Egan-Jones is included under
“Series A Preferred Stock” above.
Ranking: The Notes are our direct unsecured obligations and rank:
● Pari passu with, which means equal to, all of our currently outstanding unsecured unsubordinated indebtedness issued by us.
The Notes will also rank pari passu with our general liabilities, which consist of trade and other payables, including any
outstanding dividends payable on our Series A Preferred Stock, interest and debt fees payable, vendor payables, film acquisition
and programming obligations, and accrued participation costs and other expenses such as auditor fees, legal fees, director
fees, etc. We will have the ability to issue from time to time other debt securities with terms different from the Notes, including
terms providing for seniority of such new debt securities, without the consent of the holders of the Notes.
● Senior to any of our future indebtedness that expressly provides it is subordinated to the Notes. We currently do not have
outstanding debt that is subordinated to the Notes and do not currently intend to issue indebtedness that expressly provides that
it is subordinated to the Notes. Therefore, the Notes, as currently contemplated, will not be senior to any indebtedness or
obligations.
● Effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured
to which we subsequently grant a security interest), but only to the extent of the value of the assets securing such indebtedness,
as well as any secured indebtedness that we may incur in the future, such as a new loan facility, or any new indebtedness that is
initially unsecured to which we subsequently grant a security interest, to the extent of the value of the assets securing such
indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future
secured indebtedness may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of
their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes, and any assets of our
subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the Notes.
● Structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries and financing
vehicles, since the Notes are obligations exclusively of Chicken Soup for the Soul Entertainment Inc., and not of any of our
subsidiaries. Structural subordination means that creditors of a parent entity are subordinate to creditors of a subsidiary entity
with respect to the subsidiary’s assets.
Optional Redemption: The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after July 31,
2022 upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The
redemption price shall include (i) 100% of the outstanding principal amount of the Notes called for redemption on the date fixed for
redemption plus (ii) all accrued and unpaid interest payments otherwise payable thereon through the date fixed for redemption. In
addition, in the event of a merger or sale of the Company or substantially all of its assets or a majority of the Company’s equity (on an
after issued basis) in one or a series of related transactions, we will have the right to redeem the Notes prior to July 31, 2022 in
connection with the consummation of such transactions on the foregoing terms.
Holders may be prevented from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be
redeemed in part only, the redemption notice will provide that, upon surrender of such Note, noteholders will receive, without charge, a
new Note or Notes of authorized denominations representing the principal amount of their remaining unredeemed Notes.
If we redeem only some of the Notes, the Trustee will determine the method for selection of the particular Notes to be redeemed, in
accordance with the indenture, and in accordance with the rules of any national securities exchange or quotation system on which the
Notes are listed. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue
on the Notes called for redemption.
No Sinking Fund: The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure repayment of the
Notes at maturity). As a result, our ability to repay the Notes at maturity will depend on our financial condition on the date that we are
required to repay the Notes.
No Repayment at Option of Holders: Holders will not have the option to have the Notes repaid prior to the stated maturity date.
Defeasance: The Notes are subject to defeasance by us. “Defeasance” means that, by depositing with a trustee an amount of cash and/or
government securities sufficient to pay all principal and interest, if any, on the Notes when due and satisfying any additional conditions
required under the indenture relating to the Notes, we will be deemed to have been discharged from our obligations under the Notes.
● Covenant Defeasance: The Notes are subject to covenant defeasance by us. In the event of a “covenant defeasance,” upon
depositing such funds and satisfying similar conditions discussed below we would be released from the restrictive covenants
under the indenture relating to the Notes. The consequences to the holders of the Notes is that, while they no longer benefit from
the restrictive covenants under the indenture, and while the Notes may not be accelerated for any reason, the holders of Notes
nonetheless could look to us for repayment of the Notes if there were a shortfall in the funds deposited with the trustee or the
trustee is prevented from making the payment.
● Full Defeasance: We can release ourselves from all payment and other obligations under the Notes (called “full defeasance”) if
we put in place the following other arrangements: (i) we must deposit in trust for the benefit of all holders of the Notes a
combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the Notes on their various due dates, (ii) we must deliver to the trustee a legal
opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the
above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit, (iii) we must
deliver to the trustee a legal opinion and officer’s certificate stating that all conditions precedent to defeasance have been
complied with, (iv) defeasance must not result sin a breach or violation of, or constitute a default under, the indenture,
and (v) no other default or event of default with respect to the Notes shall have occurred and be continuing and no defaults or
events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
Events of Default. Noteholders will have certain rights if an event of default occurs in respect of the Notes, as described in the following
paragraphs. An event of default will occur if:
● We do not pay the principal (or premium, if any) of any Note when due.
● We do not pay interest on any Note when due and such default is not cured within 30 days.
● We remain in breach of a covenant in respect of the Notes for 60 days after we receive a written notice of default stating we are
in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the Notes).
● We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and in the case of certain orders
or decrees entered against us under bankruptcy law, such order or decree remains undischarged or unstayed for a period of
60 days.
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. The holders of a majority in principal amount of the Notes may waive any past defaults, other than defaults in the
payment of principal or interest or defaults in respect of a covenant that cannot be modified or amended without the consent of each
noteholder.
Certain Provisions in our Certificate of Incorporation
Article Twelve of our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the
sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on
behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of
our company to our company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware
General Corporation Law or our charter documents, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be
the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within
the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of
Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. While this
provision is intended to include all actions, excluding any arising under the Securities Act of 1933, the Exchange Act of 1934 and any
other claim for which the federal courts have exclusive jurisdiction, there is uncertainty as to whether a court would enforce this
provision.
AMENDMENT
Exhibit 10.2.3
Amendment, dated as of March 15, 2021, to the Management Services Agreement, dated May
12, 2016, by and among Chicken Soup for the Soul Entertainment , Inc. (“Service Recipient”), and
Chicken Soup for the Soul, LLC (“Parent”), and the subsidiaries of Service Recipients listed on
Schedule A to the Agreement.
1.
follows:
Section 6.1 of the Agreement is hereby amended and restated in its entirety to read as
“6.1 Terms of Service. The term of this Agreement shall be five (5) years beginning on
the Effective Date; provided however that such term shall renew for successive terms of one (1) year
thereafter unless the Parent or the Service Recipient provides written notice to the other that this
Agreement shall not be renewed at least sixty (30) days prior to the expiration of the then current term.
2.
All other terms of the Agreement shall remain in effect as in effect as of the date of this
Amendment.
CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT, INC.
By: /s/ William J. Rouhana, Jr.
Name:William J. Rouhana, Jr.
Title: Chief Executive Officer
CHICKEN SOUP FOR THE SOUL, LLC
By: CHICKEN SOUP FOR THE SOUL
HOLDINGS, LLC, Manager
By: E BRANDS, LLC, Manager
By: TREMA, LLC, Manager
By: /s/ William J. Rouhana, Jr.
Name:William J. Rouhana, Jr.
Title: Chief Executive Officer
Put Option Closing Agreement
Exhibit 10.5.3
This Put Option Closing Agreement (this “Closing Agreement”), dated January 13, 2021, is
entered into by and among Crackle Plus, LLC (“Crackle Plus”), Chicken Soup for the Soul
Entertainment, Inc. (“CSSE”) and CPE Holdings Inc. (“CPEH”), as successor-in-interest to Crackle,
Inc. (“Crackle”).
WHEREAS, pursuant to Section 9.03(a) of that certain Amended and Restated Limited
Liability Company Agreement (the “Agreement”) among Crackle Plus, CSSE and Crackle, Crackle
had the right to elect to require CSSE to purchase from Crackle all of Crackle's Units in Crackle Plus
(“Subject Units”);
WHEREAS, upon such election by Crackle, CSSE is required to purchase the Subject Units
through, at CSSE's election, the issuance of shares of CSSE's Series A 9.75% redeemable perpetual
preferred stock (“Preferred Stock”) or, in lieu thereof, cash, in either case as calculated in accordance
with Schedule C of the Agreement (the “Purchase Price”); and
WHEREAS, on December 14, 2020, CPEH delivered written notice to CSSE of CPEH's
election to exercise its Put Option under the Agreement.
NOW THEREFORE, it is hereby agreed and acknowledged as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
2. The consummation and closing (the “Closing”) of the purchase of the Subject Units by CSSE
is taking place concurrently with the execution of this Agreement.
3. The Purchase Price is $40,000,000, as determined in accordance with Schedule C of the
Agreement.
4. Pursuant to Section 9.03(a), CSSE hereby elects to pay the entirety of the Purchase Price
through the issuance of Preferred Stock.
5. At Closing, CSSE is causing the instruction letter attached hereto as Exhibit A to be delivered
to its transfer agent, Continental Stock Transfer & Trust Company Inc. (“Continental”),
pursuant to which CSSE instructs Continental to issue to CPEH an aggregate of 1,600,000
shares of Preferred Stock as payment in full for the Subject Units. A copy of the signed
instruction letter, and evidence of delivery thereof to Continental, shall be delivered by CSSE
to CPEH at Closing.
6. At Closing, CSSE is causing the opinion of Graubard Miller, its outside general counsel,
attached hereto as Exhibit B to be delivered to Continental, pursuant to which Graubard Miller
opines that the shares of Preferred Stock to be issued to CPEH in connection with the
foregoing may be issued without registration under the Securities Act of 1933, as amended (the
“Act”) and must bear restrictive legend prohibiting sale or transfer of same
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without subsequent registration under the Act or an exemption therefrom. A copy of the signed
opinion, and evidence of delivery thereof to Continental, shall be delivered by CSSE to CPEH
at Closing.
7. Concurrently herewith, CPEH is delivering to CSSE and Crackle Plus (a) an assignment of the
Units held by CPEH executed by CPEH, in the form attached hereto as Exhibit C and (b) a
certificate meeting the requirements of IRS Notice 2018-29 and Treasury Regulations Section
1.1445-2(b) that CPEH is not a foreign person with the meaning of IRS Codes Section 1446(f)
or 1445, in the form attached hereto as Exhibit D.
8. Concurrently herewith, the resignations of each of Jon Hookstratten and Maria Anguelova as
Managers of Crackle Plus as attached hereto as Exhibit E have been delivered to Crackle Plus,
and Crackle Plus hereby accepts each such resignation to be effective immediately upon
delivery of the Preferred Stock to CPEH.
9. Upon issuance of the Preferred Stock to CPEH in accordance with the foregoing (as evidenced
by documentation provide by Continental to CPEH in form and substance reasonably
satisfactory to CPEH), all Units owned by CPEH shall be deemed returned to Crackle Plus and
no longer outstanding, and CPEH shall no longer be deemed a Member of Crackle Plus or
entitled to any rights of a Member under the terms of the Agreement, except with respect to
rights or obligations that expressly survive the termination of the Agreement and/or the
termination of any Member's membership.
10. Each of CSSE and Crackle Plus hereby represents and warrants to CPEH that (a) each of CSSE
and Crackle Plus has all necessary corporate or company authority to consummate the
transactions as contemplated hereby, (b) there are no orders, actions or claims that would be
reasonably deemed to prevent or prohibit either of CSSE or Crackle Plus from consummating
such transactions, (c) the shares of Preferred Stock shall be duly and validly issued, fully paid
and nonassessable, and (d) no consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority or any third party is required in
connection with the CSSE or Crackle Plus’ execution and delivery of this Closing Agreement,
or the issuance and delivery of the Preferred Stock.
11. CPEH hereby represents and warrants to each of CSSE and Crackle Plus that (a) it has all
necessary corporate authority to consummate the transactions as contemplated hereby and that
there are no orders, actions or claims that would be reasonably deemed to prevent or prohibit
CPEH from consummating such transactions, (b) there are no liens, mortgages or
encumbrances on the Units (except for restrictions under the Agreement and/or under state
and/or federal securities laws) and that CPEH has record and beneficial ownership interest in
and to the Units, (c) CPEH is an “accredited investor” as that term is defined in Rule 501(a)
under the Act, (d) CPEH is acquiring the Preferred Stock for investment purposes and not with
a view to distribution to any other person or entity, (e) CPEH understands that the Preferred
Stock has not been registered under the Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of CPEH's
investment intent as expressed herein, (f) CPEH understands that CSSE makes no
representation as to the credit rating of the Preferred Shares at any
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time after the date of issuance of same, and (g) CPEH understands that the Preferred Stock
cannot be transferred except pursuant to registration under the Act or pursuant to an available
exemption from registration under the Act.
12. Each of CSSE and Crackle Plus, on behalf of themselves and their subsidiaries, affiliates,
parent companies, officers, directors and employees, hereby waive and release any and all
claims, demands, damages, judgments, causes of action and liabilities of any nature
whatsoever, whether or not known, suspected or claimed, arising directly or indirectly on or
prior to the date hereof against CPEH and/or its Affiliates, or any of them, arising out of
CPEH's (or Crackle's) ownership of the Units and membership in Crackle Plus; provided,
however, that in no event shall the foregoing waive, release affect or impair any claims or
rights of CSSE, Crackle Plus, or their subsidiaries, affiliates, parent companies, officers,
directors and employees arising out of that certain Agreement, dated as of June 30, 2020, by
and among Crackle Plus, CSSE, CPEH, Sony Pictures Television Inc. and Funimation Global
Group, LLC (the “Settlement Agreement”).
13. CPEH, on behalf of itself and its subsidiaries, affiliates, parent companies, officers, directors
and employees, hereby waives and releases any and all claims, demands, damages, judgments,
causes of action and liabilities of any nature whatsoever, whether or not known, suspected or
claimed, arising directly or indirectly on or prior to the date hereof against Crackle Plus and
CSSE and/or their respective Affiliates, or any of them, arising out of CPEH’s (or Crackle’s)
ownership of the Units and membership in Crackle Plus; provided, however, that in no event
shall the foregoing waive, release affect or impair any claims or rights of CSSE, Crackle Plus,
or their subsidiaries, affiliates, parent companies, officers, directors and employees arising out
of (i) the Settlement Agreement or (ii) any right to indemnification, reimbursement or
advancement of expenses under the provisions of any member, manager or officer
indemnification agreement with CSSE or Crackle Plus, owed to CPEH or its subsidiaries,
affiliates, parent companies, officers, directors or employees, or any of them, in its or their
capacity(ies) as a member, officer or manager of Crackle Plus, with respect to any third party
claim relating to an act, omission, event or transaction occurring on or prior to the Closing.
14. Each of the parties hereto acknowledges and agrees that such party has read and understands
and has been fully advised by its attorneys as to the contents of Section 1542 of the Civil Code
of the State of California, and that Section 1542 and the benefits thereof are hereby expressly
waived. Section 1542 reads as follows:
1542. General Release; extent.
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY
HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”
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Each of the parties hereto expressly waives and relinquishes all rights and benefits under
Section 1542 and any similar law or common law principle of similar effect of any state or
territory of the United States with respect to the claims released hereby. In connection with
such waiver and release, each of the parties hereto acknowledges that such party is aware that it
may hereafter discover claims or facts in addition to or different from those which it now
knows or believes to be true with respect to the matters released herein, but that it is the
intention of such party to fully, finally and forever, waive, release and relinquish all such
matters and all such claims relative thereto which do exist, may exist or heretofore have
existed. In furtherance of such intention, the releases given herein shall be and remain in effect
as full and complete releases of any such additional or different claims or facts relative thereto.
15. CSSE shall register all of the shares of Preferred Stock for resale under the Act in accordance
the Registration Rights Agreement (as defined in the Contribution Agreement) on or before
April 13, 2021.
16. This Closing Agreement may be executed in counterparts, including counterparts by email,
facsimile, portable document format (pdf) or any electronic signature complying with the U.S.
federal ESIGN Act of 2000 (including DocuSign), each of which shall be deemed an original
and all of which shall together constitute one and the same instrument
The parties have executed this Closing Agreement as of the date first set forth above.
CRACKLE PLUS, LLC
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
CEO
CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT, INC.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
CEO
CPE HOLDINGS, INC.
By: /s/ Eric Gaynor ss
Eric Gaynor ss
Assistant Secretary
-4-
SUBSIDIARIES OF REGISTRANT
Exhibit 21
Name of Subsidiary
Pivotshare, Inc.
Powerslam, LLC
Screen Media Ventures, LLC
757 Film Acquisition LLC
Digital Media Enterprises LLC
Screen Media Films, LLC
TOFG, LLC
A Sharp, Inc.
BD Productions, LLC
PH2017, LLC
VRP2018, LLC
RSHOOD2017, LLC
The Fixer 2018, LLC
Crackle Plus, LLC
Halcyon Television, LLC
TOFG, LLC
RRB Second Merger Sub, LLC
CSS AVOD, Inc.
Landmark Studio Group, LLC
Locomotive Global, Inc.
Proportion of Ownership Interest
100% by the Registrant
100% by Pivotshare, Inc.
100% by the Registrant
100% by Screen Media Ventures, LLC
100% by Screen Media Ventures, LLC
100% by Screen Media Ventures, LLC
100% by Screen Media Ventures, LLC
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
100% by the Registrant
95% by the Registrant
100% by the Registrant
51% by the Registrant
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration No. 333-
267761), Form S-4 (Registration No. 333-265642), Form S-3 (Registration No. 333- 267356, 333-257057), and
Form S-1 (Registration No. 333-239201) of Chicken Soup for the Soul Entertainment, Inc. of our report dated
March 30, 2023, relating to the consolidated financial statements of Chicken Soup for the Soul Entertainment,
Inc. and subsidiaries as of December 31, 2022 and 2021 and for each of the years in the two-year period ended
December 31, 2022, and appearing in the Registration Statements and to the reference to us under the heading
“Experts” in the Registration Statements.
/s/ Rosenfield and Company, PLLC
New York, New York
March 30, 2023
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William J. Rouhana, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Chicken Soup for the Soul Entertainment, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; and
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 31, 2023
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jason Meier, certify that:
1. I have reviewed this annual report on Form 10-K of Chicken Soup for the Soul Entertainment, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; and
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 31, 2023
/s/ Jason Meier
Jason Meier
Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Chicken Soup for the Soul Entertainment, Inc. (the “Company”) on Form 10-K for the year
ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation
of the Company.
Date: March 31, 2023
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Chicken Soup for the Soul Entertainment, Inc. (the “Company”) on Form 10-K for the year
ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation
of the Company.
Date: March 31, 2023
/s/ Jason Meier
Jason Meier
Chief Financial Officer
(Principal Financial and Accounting Officer)