UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K/A

 

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 13, 2021

 

Chicken Soup for the Soul Entertainment Inc.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38125   81- 2560811

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

132 E. Putnam Avenue, Floor 2W, Cos Cob, CT   06807
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 398-0443

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   CSSE   The Nasdaq Stock Market LLC
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share   CSSEP   The Nasdaq Stock Market LLC
9.50% Notes due 2025   CSSEN   The Nasdaq Stock Market LLC

 

 

 

 

Explanatory Note

 

This amendment to the Current Report on Form 8-K of Chicken Soup for the Soul Entertainment (the “Company”) filed on May 13, 2021 (the “Original 8-K”) is being filed solely to furnish a corrected press release announcing the Company’s financial results for the three month period ended March 31, 2021, which supersedes the version previously furnished with the Original 8-K. The press release furnished with the Original 8-K inadvertently included an incorrect reconciliation of Adjusted EBITDA to net income. Except as set forth herein, no modifications have been made to the information contained in the Original 8-K and the Company has not updated any information contained therein to reflect any events that have occurred since the date of the Original 8-K. Accordingly, this amendment should be read in conjunction with the Original 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
99.1   Corrected Press Release.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 25, 2021 CHICKEN SOUP FOR THE SOUL 
ENTERTAINMENT INC.
     
  By: /s/ William J. Rouhana, Jr.
    Name: William J. Rouhana, Jr.
    Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Chicken Soup for the Soul Entertainment Reports Q1 2021 Results

 

75% Q1 net revenue growth year-over-year reinforces outlook for 2021

 

Fully integrated business model driving revenue growth and profitability

 

COS COB, CT – May 13, 2021 – Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE), one of the largest operators of streaming advertising-supported video-on-demand (AVOD) networks, today announced its financial results for the first quarter ended March 31, 2021.

 

“Our first quarter results are a good start on our growth plans for the year, and we’ve made outstanding progress on our strategy so far in 2021,” said William J. Rouhana Jr., chairman and chief executive officer of Chicken Soup for the Soul Entertainment. “Our performance is starting to show the power of our now fully integrated business model focused on delivering original and exclusive content to our growing AVOD networks, reflected in strong growth in net revenue and EBITDA.

 

“In just over five months’ time, we will have significantly expanded our content library while greatly expanding our capabilities to create and deliver new content,” Rouhana continued. “We’ve also announced a new company-branded AVOD network and our new television production unit, Halcyon, and continued to aggressively implement our viewership growth strategy, which will include the launch of an enhanced user experience and platform over the summer. At the same time, we continue to grow our fully-owned library through our strong pipeline of original and exclusive content. With these developments in place, 2021 is shaping up to be a game-changing year for Chicken Soup for the Soul Entertainment.”

 

First Quarter 2021 Financial Summary

 

· Net revenue of $23.2 million, compared to $20.2 million in the seasonally high fourth quarter of 2020, and $13.2 million in the year-ago period. The 75% year-over-year growth was driven by strong performances of original content releases and international and advertising sales.
· Net loss of $9.2 million compared to a net loss of $10.1 million in the fourth quarter of 2020, and a net loss of $11.4 million in the year-ago period; $6.9 million net loss before preferred dividends, compared to $8.9 million net loss in the fourth quarter 2020, and $10.5 million net loss in the year-ago period.
· Adjusted EBITDA of $4.6 million, compared to $2.8 million in the fourth quarter 2020, and $2.0 million in the year-ago period. The 124% year-over-year growth was enhanced by efficiencies and cost savings associated with the fully integrated business model.

 

Recent Business Highlights

 

· First company produced film, Willy’s Wonderland, was ranked as the #1 horror movie on Amazon for a period in the first quarter.
· Crackle Plus viewership in March 2021 reached its highest level since the shelter-in-place peak of April 2020.
· Announced the largest content deal in company history with the pending acquisition of the Sonar Entertainment assets, which, when consummated, will add IP rights to 372 television series with 1,825 episodes and over 700 films, to an already-robust library.
· Presented a diverse new slate of original and exclusive content at NewFronts, which includes numerous exciting, star-studded titles.
· Announced Halcyon, a new television studio to be headed by David Ellender, which will grow the high-quality content pipeline.
· Announced launch of Chicken Soup for the Soul AVOD network that aligns with the company brand and mission.

 

 

 

 

 

 

Gross profit for the quarter ended March 31, 2021 was $7.0 million, or 30% of net revenue, compared to $5.9 million in the fourth quarter of 2020, or 29% of net revenue, and compared to $3.3 million, or 25% of net revenue for the year-ago period.

 

Operating loss for the quarter ended March 31, 2021 was $5.8 million compared to an operating loss of $9.9 million in the fourth quarter 2020, and $10.0 million in the year-ago period.

 

Net loss was $9.2 million, or $0.67 per share, compared to a net loss of $10.1 million, or $0.79 per share, in the fourth quarter 2020, and a net loss of $11.4 million, or $0.95 per share in the prior-year period. Excluding preferred dividends, the net loss in the first quarter of 2021 would have been $6.9 million, or $0.51 per share, compared to net loss of $10.5 million, or $0.87 per share last year.

 

Adjusted EBITDA for the quarter ended March 31, 2021 was $4.6 million, compared to $2.8 million in the fourth quarter 2020, and $2.0 million in the same period last year.

 

As of March 31, 2021, the company had $24.6 million of cash and cash equivalents compared to $14.7 million as of December 31, 2020, and outstanding debt of $31.2 million as of March 31, 2021 compared to $33.6 million as of December 31, 2020.

 

For a discussion of the financial measures presented herein which are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”), see "Note Regarding Use of Non-GAAP Financial Measures" below and the schedules to this press release for additional information and reconciliations of non-GAAP financial measures.

 

The company presents non-GAAP measures such as Adjusted EBITDA and Pro Forma Adjusted EBITDA to assist in an analysis of its business. These non-GAAP measures should not be considered an alternative to GAAP measures as an indicator of the company's operating performance.

 

Conference Call Information

· Date, Time: Thursday, May 13, 2021, 4:30 p.m. ET.
· Toll-free: (833) 832-5128
· International: (484) 747-6583
· Conference ID: 9352518
· A live webcast and replay will be available at http://ir.cssentertainment.com/ under the “News & Events” tab

Conference Call Replay Information

· Toll-free: (855) 859-2056
· International: (404) 537-3406
· Conference ID: 9352518

 

 

 

 

 

 

ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE) operates streaming video-on-demand networks (VOD). The company owns Crackle Plus, which owns and operates a variety of ad-supported and subscription-based VOD networks including Crackle, Popcornflix, Popcornflix Kids, Truli, Pivotshare, Españolflix and FrightPix. The company also acquires and distributes video content through its Screen Media subsidiary and produces original long and short-form content through Landmark Studio Group, Chicken Soup for the Soul Unscripted, APlus.com, and Halcyon Television. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name.

 

Note Regarding Use of Non-GAAP Financial Measures

The company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). It uses a non-GAAP financial measure to evaluate its results of operations and as a supplemental indicator of operating performance. The non-GAAP financial measure that is used 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. Management believes this non-GAAP financial measure enhances the understanding of the company’s historical and current financial results and enables the board of directors and management to analyze and evaluate financial and strategic planning decisions that will directly affect operating decisions and investments. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual 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, the company’s actual operating results included in its condensed consolidated financial statements.

 

“Adjusted EBITDA” means earnings before interest, taxes, depreciation, amortization and non-cash share-based compensation expense, and also includes the gain on bargain purchase of subsidiary and adjustments for other identified charges such as costs incurred to form the company and to prepare for the offering of its Class A common stock to the public, prior to its IPO. Identified charges also include the cost of maintaining a board of directors prior to being a publicly traded company. As the IPO has been completed, director fees will be deducted from Adjusted EBITDA going forward. Adjusted EBITDA is not an earnings measure recognized by 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. Management believes Adjusted EBITDA to be a meaningful indicator of the company’s performance that provides useful information to investors regarding its financial condition and results of operations. The most comparable GAAP measure is operating income.

 

A reconciliation of net loss to Adjusted EBITDA is provided in the company’s Annual Report on Form 10-K for the year ended December 31, 2020 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reconciliation of Unaudited Historical Results to Adjusted EBITDA.”

 

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2021) and uncertainties which could cause actual results to differ from the forward-looking statements. The company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Investors should realize that if our underlying assumptions for the projections contained herein prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections.

 

###

 

 

 

 

 

 

INVESTOR RELATIONS

Taylor Krafchik

Ellipsis

CSSE@ellipsisir.com

646-776-0886

 

MEDIA CONTACT

Kate Barrette

RooneyPartners LLC

kbarrette@rooneyco.com

(212) 223-0561

 

Tables Follow

 

 

 

 

 

  

Chicken Soup for the Soul Entertainment, Inc.

Condensed Consolidated Balance Sheets

 

    March 31,     December 31,  
    2021     2021  
      (unaudited)          
ASSETS                
Cash and cash equivalents   $ 24,569,875     $ 14,732,726  
Accounts receivable, net of allowance for doubtful accounts of $821,070, and $1,035,643, respectively     26,854,738       25,996,947  
Prepaid expenses and other current assets     1,612,155       1,382,502  
Goodwill     21,448,106       21,448,106  
Indefinite lived intangible assets     12,163,943       12,163,943  
Intangible assets, net     18,165,038       19,370,490  
Film library, net     38,709,850       35,239,135  
Due from affiliated companies     4,389,378       5,648,652  
Programming costs and rights, net     13,841,702       15,781,183  
Other assets, net     4,476,459       4,517,102  
Total assets   $ 166,231,244     $ 156,280,786  
                 
LIABILITIES AND EQUITY                
9.50% Notes due 2025, net of deferred issuance costs of $1,699,544 and $1,798,433, respectively   $ 31,196,356     $ 31,097,467  
Notes payable under revolving credit facility           2,500,000  
Film acquisition advance     6,195,174       8,659,136  
Accounts payable and accrued other expenses     20,884,463       21,394,957  
Film library acquisition obligations     14,854,918       8,616,562  
Programming obligations     2,804,125       4,697,316  
Accrued participation costs     7,529,515       12,535,651  
Other liabilities     2,767,892       1,677,906  
Total liabilities     86,232,443       91,178,995  
                 
Equity                
Stockholders' Equity:                
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 3,698,318 and 2,098,318 shares issued and outstanding, respectively; redemption value of $92,457,950 and $52,457,950, respectively     370       210  
Class A common stock, $.0001 par value, 70,000,000 shares authorized; 6,400,766 and 5,157,053 shares issued, 6,326,531 and 5,082,818 shares outstanding, respectively     640       516  
Class B common stock, $.0001 par value, 20,000,000 shares authorized; 7,654,506 shares issued and outstanding, respectively     766       766  
Additional paid-in capital     166,865,655       106,425,548  
Deficit     (86,235,901 )     (77,247,982 )
Class A common stock held in treasury, at cost (74,235 shares)     (632,729 )     (632,729 )
Total stockholders’ equity     79,998,801       28,546,329  
Subsidiary convertible preferred stock           36,350,000  
Noncontrolling interests           205,462  
Total equity     79,998,801       65,101,791  
Total liabilities and equity   $ 166,231,244     $ 156,280,786  

 

 

 

 

 


 

Chicken Soup for the Soul Entertainment, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

 

    Three Months Ended March 31,  
    2021     2020  
Net revenue   $ 23,196,842     $ 13,244,073  
Cost of revenue     16,242,934       9,910,390  
Gross profit     6,953,908       3,333,683  
Operating expenses:                
Selling, general and administrative     9,234,819       6,839,897  
Amortization and depreciation     1,238,027       5,204,728  
Management and license fees     2,319,684       1,324,407  
Total operating expenses     12,792,530       13,369,032  
Operating loss     (5,838,622 )     (10,035,349 )
Interest expense     1,087,944       329,125  
Acquisition-related costs           98,926  
Other non-operating income, net     (570 )     (6,438 )
Loss before income taxes and preferred dividends     (6,925,996 )     (10,456,962 )
Provision for income taxes     14,000       49,000  
Net loss before noncontrolling interests and preferred dividends     (6,939,996 )     (10,505,962 )
Net loss attributable to noncontrolling interests           (52,854 )
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.     (6,939,996 )     (10,453,108 )
Less: preferred dividends     2,253,385       974,272  
Net loss available to common stockholders   $ (9,193,381 )   $ (11,427,380 )
Net loss per common share:                
Basic and diluted   $ (0.67 )   $ (0.95 )

 

 

 

 

 


 

Chicken Soup for the Soul Entertainment, Inc.

Adjusted EBITDA

 

    Three Months Ended March 31,  
    2021     2020  
             
Net loss available to common stockholders   $ (9,193,381 )   $ (11,427,380 )
Preferred dividends     2,253,385       974,272  
Provision for income taxes     14,000       49,000  
Other taxes     84,493       53,411  
Interest expense     1,087,944       329,125  
Film library and program rights amortization     6,928,667       2,494,832  
Share-based compensation expense     231,844       244,835  
Acquisition-related costs           98,926  
Reserve for bad debt and video returns     694,212       1,721,595  
Amortization and depreciation     1,621,360       5,204,728  
Other non-operating income, net     (570 )     (6,438 )
Transitional expenses           2,113,469  
All other nonrecurring costs     840,050       186,948  
Adjusted EBITDA   $ 4,562,004     $ 2,037,323