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Form 8-K/A Chicken Soup for the For: Aug 11

August 15, 2022 6:31 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

Amendment No. 1

 

to 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 11, 2022

 

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
Common Stock Purchase Warrant   CSSEL   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

  

 

 

 

 

  

Item 1.01. Entry into a Material Definitive Agreement.

 

Merger Agreement

 

As previously disclosed in the Current Report on Form 8-K amended hereby, on August 11, 2022, the Company consummated its acquisition of Redbox through a series of mergers under the terms of the previously disclosed Merger Agreement, dated as of May 10, 2022, by and among the Company, Redbox, RB First Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), RB Second Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub LLC”), Redwood Opco Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Opco Merger Sub LLC”), and Redwood Intermediate LLC, a Delaware limited liability company (“Opco LLC”).

 

In accordance with the terms of the Merger Agreement, (i) at the time the First Company Merger (as defined below) became effective (“Effective Time”), (A) Merger Sub Inc. merged (the “First Company Merger”) with and into Redbox, with Redbox continuing as the surviving entity (the “Surviving Corporation”); and (B) simultaneously with the First Company Merger, Opco Merger Sub LLC merged (the “Opco Merger”) with and into Opco LLC, with Opco LLC continuing as the surviving entity; and (ii) immediately following the First Company Merger and Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC (the “Second Company Merger” and, together with the First Company Merger, the “Integrated Mergers,” and the Integrated Mergers together with the Opco Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving entity and a wholly owned subsidiary of the Company.

 

In accordance with the terms of the Merger Agreement, at the Effective Time, (i) each share of Class A common stock of Redbox, par value $0.0001 per share (the “Redbox Class A Common Stock”), was cancelled and exchanged for 0.087 shares (the “Exchange Ratio”) of Company Class A Common Stock, (ii) each unit of Opco LLC was converted into 0.087 shares of Company Class A Common Stock and (iii) each share of Class B common stock of Redbox, par value $0.0001 per share (the “Redbox Class B Common Stock”), was cancelled for no additional consideration.

 

At the Effective Time the vested and unvested restricted stock units of Redbox (each “Redbox RSU Award”) that were outstanding immediately prior to the Effective Time was converted into that number of shares of Company Class A Common Stock equal to the Exchange Ratio multiplied by the number of vested and unvested Redbox RSU Awards held by each holder immediately prior to the Effective Time.

 

The obligations of Redbox under its outstanding public warrants and private warrants (collectively, the “Assumed Warrants”) were assumed by the Company but the Assumed Warrants now evidence the right to receive upon valid exercise thereof shares of Company Class A Common Stock equal to the product of (A) the number of shares of Redbox Class A Common Stock that were subject to such warrant immediately prior to the Effective Time and (B) the Exchange Ratio, as further described under Item 3.03, below.

 

The foregoing description of the Merger Agreement and the Mergers do not purport to be complete and is qualified in its entirety by the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 12, 2022.

 

Item 8.01. Other Items.

 

On August 11, 2022, the Company and Redbox issued a joint press release announcing the closing of the Mergers under the Merger Agreement. A copy of the press release was filed as Exhibit 99.1 to the Current Report on Form 8-K amended hereby and is incorporated herein by reference. Such press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.

 

Attached as Exhibit 99.2 to another Current Report filed on August 12, 2022, relating to the Company’s quarterly financial results for the six months ended June 30, 2022, was an investor presentation that the Company plans to use for public relations and other purposes, which is incorporated herein by reference.

 

The Current Reports on Form 8-K as amended hereby, the press release, and investor presentation contain statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired

 

The audited financial statements of Redbox Entertainment, Inc. as of and for the years ended December 31, 2021 and 2020, and the related notes to the financial statements, were filed by Redbox under its Annual Report on Form 10-K, filed with the SEC on April 15, 2022, and are incorporated herein by reference.

 

The unaudited financial statements of Redbox Entertainment, Inc. as of and for the three and six months ended June 30, 2022, and the related notes to the financial statements, were filed by Redbox under its Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2022, and are incorporated herein by reference.

 

The audited financial statements of Sonar Entertainment, Inc. as of and for the years ended December 31, 2020 and 2019, and the related notes to the financial statements, were filed under the Company’s Amendment No. 1 to Current Report on Form 8-K, filed with the SEC on June 11, 2021, and are incorporated herein by reference.

  

(b) Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma financial information as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021 are filed as Exhibit 99.3 to this Amendment and are incorporated herein by reference.

 

(b) Exhibits:

 

Exhibit
Number
  Description
2.1†*   Merger Agreement, dated as of May 10, 2022, by and among Chicken Soup for the Soul Entertainment, Inc., RB First Merger Sub Inc., RB Second Merger Sub LLC, Redwood Opco Merger Sub LLC, Redbox Entertainment Inc. and Redwood Intermediate LLC.
     
3.1**   Certificate of Formation of RB Second Merger Sub LLC (survivor company of the Mergers)
     
3.2**   Certificate of Merger of Redbox Entertainment Inc. with and into RB Second Merger Sub LLC, with RB Second Merger Sub LLC as the Surviving Company
     
3.3**   Limited Liability Company Operating Agreement of RB Second Merger Sub LLC (survivor company of the Mergers)
     
4.1**   Warrant Assumption and Amendment Agreement by and among Chicken Soup for the Soul Entertainment Inc., Redbox Automated, LLC, the Lenders named therein, and HPS Investment Partners, LC, as administrative agent and collateral agent for the Lenders.
     
4.2†**   HPS Warrant Agreement, dated as of August 11, 2022.
     
10.1†**   Amended and Restated Credit Agreement 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.
     

99.1**

 

Joint Press Release Announcing Consummation of Mergers, dated August 11, 2022.

     
99.2***   Investor Presentation
     
99.3****   Unaudited Pro Forma Consolidated Financial Information for the Company
(giving effect to the acquisition of Redbox) as of and for the six months ended June 30, 2022 and as of and for the year ended December 31, 2021.

     
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Previously filed as an exhibit to the Amendment No. 1 to Current Report on Form 8-K, filed with the SEC on May 12, 2022.

 

Certain of the exhibits and schedules to this agreement have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

  

** Previously filed as an exhibit to the Current Report on Form 8-K, filed with the SEC on August 12, 2022, which is amended hereby.
   
*** Previously filed as an exhibit to the Current Report on Form 8-K relating to the Company’s financial information for the six months ended June 30, 2022, filed with the SEC on August 12, 2022.

 

**** Filed herewith.

 

 

Certain of the exhibits and schedules to this agreement have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

 

 

 

 

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:  August 15, 2022 CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
     
  By: /s/ William J. Rouhana, Jr.
    Name: William J. Rouhana, Jr.
    Title: Chief Executive Officer

 

 

 

 

Exhibit 99.3

 

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations based upon the combined historical financial statements of Chicken Soup for the Soul Entertainment Inc. (“CSSE”) and Redbox Entertainment Inc. (“Redbox”), after giving effect to the completion of the Mergers on August 11, 2022 and the related adjustments described in the accompanying notes. The Mergers were accounted for under the acquisition method of accounting, which requires the determination of the accounting acquirer. The accounting guidance provides that in identifying the acquiring entity in a business combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including; the relative voting rights of the stockholders of the constituent companies in the combined company, the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

 

CSSE is considered to be the acquirer of Redbox for accounting purposes and allocated the purchase price to the fair value of Redbox’s assets and liabilities as of the acquisition date, with the excess purchase price recorded as goodwill.

 

The unaudited pro forma condensed combined balance sheet data as of June 30, 2022 gives effect to the Mergers as if they occurred on that date. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022, and for the year ended December 31, 2021, gives effect to the Mergers as if they had occurred on January 1, 2021. Additionally, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives effect to CSSE’s acquisition of certain assets of Sonar Entertainment, Inc. (“Sonar”) on May 21, 2021, as if it had occurred on January 1, 2021.

 

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with business combination accounting guidance as provided in FASB ASC Topic 805 and reflect the preliminary allocation of the estimated merger consideration to the acquired assets and liabilities assumed based upon their estimated fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. CSSE’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the merger transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results.

 

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company. In connection with the pro forma condensed combined financial information, CSSE allocated the estimated purchase price using its best estimates of fair value. The allocation is dependent upon certain valuation and other analyses that are not yet final. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that the final valuations will not result in material changes to the preliminary estimated purchase price allocation. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transaction or any integration costs. Furthermore, the unaudited pro forma condensed combined statements of operations do not include certain nonrecurring charges and the related tax effects that result directly from the transaction as described in the notes to the unaudited pro forma condensed combined financial information.

 

The pro forma financial statements should be read in conjunction with the separate historical consolidated financial statements and related notes of each of CSSE and Redbox contained in CSSE’s and Redbox’s respective Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 each of which is incorporated by reference in this amended 8-K filing.

 

 

 

Chicken Soup for the Soul Entertainment, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2022

(In thousands )

 

    Chicken Soup
for the Soul
Entertainment,
Inc.
    Reclassified
Redbox
Entertainment,
Inc. (Note 3)
    Transaction       Other       Pro Forma  
    (Historical)     (Historical)     Adjustments       Adjustments       Combined  
ASSETS                                            
Cash, cash equivalents and restricted cash   $ 23,483     $ 13,531     $       $       $ 37,014  
Accounts receivable, net of allowance for doubtful accounts     67,522       16,393                       83,915  
Prepaid expenses and other current assets     2,591       7,337                       9,928  
Due from affiliated companies           4,247                       4,247  
Operating lease right-of-use assets     10,900       7,502                       18,402  
Content assets, net     114,881       26,122                       141,003  
Property and equipment, net           32,517       (19,571 ) (b)     4,309   (h)     17,255  
Intangible assets, net     17,827       88,492       191,108   (b)             297,427  
Indefinite lived intangible assets     12,164                             12,164  
Goodwill     45,463       147,523       16,741   (c)             209,727  
Other assets, net     5,443       563               (4,309 ) (h)     1,697  
Total assets   $ 300,274     $ 344,227     $ 188,278       $ -       $ 832,779  
                                             
LIABILITIES AND EQUITY                                            
Accounts payable and accrued other expenses   $ 49,373     $ 92,303     $ 27,181   (a)         $ 168,857  
Due to affiliated companies     3,146                             3,146  
Programming obligations     17,548                             17,548  
Film library acquisition obligations     38,738                             38,738  
Accrued participation costs     19,689                             19,689  
Film acquisition advances     19,122                             19,122  
Revolving loan     22,993                             22,993  
Debt     42,851       375,208       (22,399 ) (d)     (14,920 ) (i)     380,740  
Contingent consideration     4,710                             4,710  
Put option obligation     11,400                             11,400  
Operating lease liabilities     12,724       7,718                       20,442  
Other liabilities     5,045       18,514       (4,979 ) (e)             18,580  
Total liabilities     247,339       493,743       (197)         (14,920 )       725,965  
Commitments and contingencies                                            
                                             
Stockholders' Equity:                                            
Series A cumulative redeemable perpetual preferred stock                                  
Class A common stock     1       1       (1 ) (f)             1  
Class B common stock     1       3       (3 ) (f)             1  
Additional paid-in capital     250,874       319,002       (250,630 ) (f)     14,920   (i)     334,166  
Deficit     (171,372 )     (356,890 )     327,477   (f)             (200,785 )
Class A common stock held in treasury, at cost     (27,158 )                           (27,158 )
Accumulated other comprehensive income     (12 )                           (12 )
Total stockholders’ equity     52,334       (37,884 )     76,843         14,920         106,213  
Noncontrolling interests     601       (111,632 )     111,632   (g)               601  
Total equity     52,935       (149,516 )     188,475         14,920         106,814  
Total liabilities and equity   $ 300,274     $ 344,227     $ 188,278       $ -       $ 832,779  

  

See accompanying notes to unaudited pro forma condensed combined financial information.

 

 

 

Chicken Soup for the Soul Entertainment, Inc.

Unaudited Pro Forma Condensed Combined

Statement of Operations

For the Six Months Ended June 30, 2022

(In thousands, except share and per share amounts)

 

    Chicken Soup
for the Soul
Entertainment,
Inc.
    Reclassified
Redbox
Entertainment,
Inc. (Note 3)
    Merger
Transaction
      Financing
Transaction
      Other
Accounting
      Combined  
    (Historical)     (Historical)     Adjustments       Adjustments       Adjustments       Pro Forma  
Net revenue   $ 66,843     $ 129,221     $       $       $       $ 196,064  
Cost of revenue     54,172       56,045       —          —          —          110,217  
Gross profit     12,671       73,176                               85,847  
Operating expenses:                                                      
Selling, general and administrative     30,190       121,270       (13,000)   (a)      —          (2,561 ) (o)     135,899  
Amortization and depreciation     3,329       49,932       (16,843 ) (j)     —                  36,418  
Management and license fees     6,684             —          —          2,833   (n)     9,517  
Total operating expenses     40,203       171,202       (29,843 )               272         181,834  
Operating loss     (27,532 )     (98,026 )     29,843                 (272 )       (95,987 )
Interest expense     3,333       15,641       (1,281 ) (k)     884   (k)     —          18,577  
Other non-operating income, net     (482 )     (7,907 )             —          —          (8,389 )
Loss before income taxes and preferred dividends     (30,383 )     (105,760 )     31,124         (884 )       (272 )       (106,175 )
Provision for income taxes     34       114               —                  148  
Net loss before noncontrolling interests and preferred dividends     (30,417 )     (105,874 )     31,124         (884 )       (272 )       (106,323 )
Net loss attributable to noncontrolling interests     (181 )     (81,938 )     81,938   (l)     —                  (181 )
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.     (30,236 )     (23,936 )     (50,814 )       (884 )       (272 )       (106,142 )
Less: preferred dividends     4,674             —          —                  4,674  
Net loss available to common stockholders   $ (34,910 )   $ (23,936 )   $ (50,814 )     $ (884 )     $ (272 )     $ (110,816 )
Net loss per common share:                                                      
Basic and diluted   $ (2.30 )   $ (1.89 )                                  $ (5.60 )
Weighted-average common shares outstanding:                                                      
Basic and diluted     15,152,222       12,672,822       4,635,452   (m)                         19,787,674  

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

 

 

Chicken Soup for the Soul Entertainment, Inc.

Unaudited Pro Forma Condensed Combined

Statement of Operations

For the Year Ended December 31, 2021

(In thousands, except share and per share amounts)

 

    Chicken Soup for
the Soul
Entertainment, Inc.
    Sonar
Entertainment
for the period
from January 1,
2021 through
May 21, 2021
    Transaction
Accounting
      Pro forma
Chicken Soup
for the Soul
Entertainment,
    Reclassified
Redbox
Entertainment,
Inc. (Note 3)
    Merger
Transaction
      Financing
Transaction
    Other
Accounting
      Combined Pro  
    (Historical)     (Historical)     Adjustments       Inc.     (Historical)     Adjustments       Adjustments       Adjustments         Forma  
Net revenue   110,395     5,954     —        $ 116,349     $ 288,540     $ —        $ —      $ —        $ 404,889  
Cost of revenue     79,138       4,183        —          83,321       115,141        —           —                  198,462  
Gross profit     31,257       1,771       —          33,028       173,399       —          —        —          206,427  
Operating expenses:                                                                              
Selling, general and administrative     48,611       6,296       (255 ) (p)     54,652       208,162       40,181   (a)      —        (10,949 ) (o)     292,046  
Amortization and depreciation     5,728       —        520   (q)     6,248       108,505       (59,887 ) (j)      —        —          54,866  
Impairment of content assets     9,795       —        —           9,795       —         —           —        —          9,795  
Impairment of intangible assets and goodwill     2,045       —        —           2,045       —         —           —        —          2,045  
Management and license fees     11,040       —        595   (r)     11,635       —         —           —        4,033   (n)     15,667  
Total operating expenses     77,219       6,296       860         84,375       316,667       (19,706 )       —        (6,916 )       374,420  
Operating loss     (45,962 )     (4,525 )     (860 )       (51,347 )     (143,268 )     19,706         —        6,916         (167,993 )
Interest expense     4,831       28,054       (27,727 ) (s)     5,158       34,606       (2,230 ) (k)     1,769 (k)     —          39,303  
Other non-operating income, net     (379 )     (10 )     10   (t)     (379 )     (3,083 )     —           —        —          (3,462 )
Loss before income taxes and preferred dividends     (50,414 )     (32,569 )     26,857         (56,126 )     (174,791 )     21,936         (1,769 )     6,916         (203,834 )
Provision for income taxes     66       11       (11 ) (s)     66       (34,035 )     —           —        —          (33,969 )
Net loss before noncontrolling interests and preferred dividends     (50,480 )     (32,580 )     26,868         (56,192 )     (140,756 )     21,936         (1,769 )     6,916         (169,865 )
Net loss attributable to noncontrolling interests     (74 )     —        —           (74 )     (27,967 )     27,967   (l)      —        —          (74 )
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.     (50,406 )     (32,580 )     26,868         (56,118 )     (112,789 )     (6,031 )       (1,769 )     6,916         (169,791 )
Less: preferred dividends     9,014       —        —           9,014       —        —           —        —          9,014  
Net loss available to common stockholders   (59,420 )   (32,580 )   26,868       (65,132 )   (112,789 )   (6,031 )     (1,769 )   6,916       (178,805 )
Net loss per common share:                                                                              
Basic and diluted   (3.96 )                     (4.34 )   (0.58 )                               (9.10 )
Weighted-average common shares outstanding:                                                                              
Basic and diluted     15,018,421                         15,018,421       12,618,516       4,635,452   (m)                       19,653,873  

  

See accompanying notes to unaudited pro forma condensed combined financial information.

 

 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1 — Basis of Presentation

 

The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to events that are (1) directly attributable to the merger transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The preliminary determination of the purchase price allocation was based on the fair values of assets acquired and liabilities assumed as of August 11, 2022, the date the proposed transaction closed. CSSE will continue to assess its determination of fair value of the assets acquired and liabilities assumed during the measurement period.

 

CSSE’s and Redbox’s historical results reflect the unaudited condensed statements of operations for the six months ended June 30, 2022, the audited statements of operations for the year ended December 31, 2021 and the unaudited condensed balance sheet as of June 30, 2022. Additionally, CSSE’s historical financial information has been adjusted to reflect the acquisition of Sonar on May 21, 2021.

 

Note 2 — Description of Transaction

 

On August 11, 2022, the CSSE consummated its acquisition of Redbox through a series of mergers under the terms of the previously disclosed Merger Agreement, dated as of May 10, 2022, by and among the Company, Redbox, RB First Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), RB Second Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub LLC”), Redwood Opco Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Opco Merger Sub LLC”), and Redwood Intermediate LLC, a Delaware limited liability company (“Opco LLC”).

 

In accordance with the terms of the Merger Agreement, (i) at the time the First Company Merger (as defined below) became effective (“Effective Time”), (A) Merger Sub Inc. merged (the “First Company Merger”) with and into Redbox, with Redbox continuing as the surviving entity (the “Surviving Corporation”); and (B) simultaneously with the First Company Merger, Opco Merger Sub LLC merged (the “Opco Merger”) with and into Opco LLC, with Opco LLC continuing as the surviving entity; and (ii) immediately following the First Company Merger and Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC (the “Second Company Merger” and, together with the First Company Merger, the “Integrated Mergers,” and the Integrated Mergers together with the Opco Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving entity and a wholly owned subsidiary of the Company.

 

In accordance with the terms of the Merger Agreement, at the Effective Time, (i) each share of Class A common stock of Redbox, par value $0.0001 per share (the “Redbox Class A Common Stock”), was cancelled and exchanged for 0.087 shares (the “Exchange Ratio”) of Company Class A Common Stock, (ii) each unit of Opco LLC was converted into 0.087 shares of Company Class A Common Stock and (iii) each share of Class B common stock of Redbox, par value $0.0001 per share (the “Redbox Class B Common Stock”), was cancelled for no additional consideration.

 

At the Effective Time the vested and unvested restricted stock units of Redbox (each “Redbox RSU Award”) that were outstanding immediately prior to the Effective Time was converted into that number of shares of Company Class A Common Stock equal to the Exchange Ratio multiplied by the number of vested and unvested Redbox RSU Awards held by each holder immediately prior to the Effective Time.

 

The obligations of Redbox under its outstanding public warrants and private warrants (collectively, the “Assumed Warrants”) were assumed by the Company but the Assumed Warrants now evidence the right to receive upon valid exercise thereof shares of Company Class A Common Stock equal to the product of (A) the number of shares of Redbox Class A Common Stock that were subject to such warrant immediately prior to the Effective Time and (B) the Exchange Ratio.

 

 

 

 

Concurrently with the consummation of the merger transaction described above, CSSE entered into an Amended and Restated Credit Agreement (“HPS Credit Agreement”) by and among the CSSE, as primary borrower, Redbox Automated Retail LLC, as co-borrower (“Redbox Automated”), 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, CSSE has obtained (i) a term loan facility consisting of the conversion, and assumption by CSSE 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 the Company as, revolving loans thereunder). In connection with the HPS Credit Agreement, CSSE issued HPS and affiliates a five-year warrant (“HPS Warrant”) to purchase up to an aggregate of 1,011,530 shares of CSSE’s Class A common stock, par value $0.0001 per share (the “CSSE Class A Common Stock”), at a per-share exercise price of $0.0001. These warrants include customary cashless exercise provisions.

 

The Obligations of CSSE and its subsidiary guarantors under the HPS Credit Agreement are secured by a first priority lien in substantially all of the assets of CSSE and its subsidiaries, subject to certain exceptions.

 

Note 3 — Reclassification Adjustments

 

The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those set out in CSSE’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2021, and unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2022. With the information currently available, CSSE has determined that no significant adjustments are necessary to conform Redbox’s consolidated financial statements to the accounting policies used by CSSE in the preparation of the unaudited pro forma condensed combined financial information.

 

The reclassification adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of adjustments necessary to report CSSE’s financial condition and results of operations as if the Mergers were completed.

 

The combined company will finalize the review of accounting policies and reclassifications after the transaction closes, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. The reclassification adjustments currently identified are as follows:

 

 

 

Balance Sheet Reclassification Items of Redbox:

 

Refer to the table below for a summary of reclassification adjustments made to Redbox’s consolidated balance sheet as of June 30, 2022, to conform with that of CSSE’s (amounts in thousands):

 

Redbox Historical   Chicken Soup for the Soul Entertainments Historical   Consolidated               Consolidated  
Consolidated Balance Sheet   Consolidated Balance Sheet   Balances as of               Balances as of  
Line Items   Line Items   June 30, 2022     Reclassifications     Notes   June 30, 2022  
Cash, cash equivalents and restricted cash   Cash, cash equivalents and restricted cash   $ 13,531     $ —          $ 13,531  
Accounts receivable, net of allowances of $202 at December 31, 2021 and $259 at December 31, 2019   Accounts receivable, net of allowance for doubtful accounts     16,393                   16,393  
Due from related parties, net (Note 15)   Due from affiliated companies     4,247                   4,247  
Content library   Content assets, net     26,122                   26,122  
Prepaid expenses and other current assets   Prepaid expenses and other current assets     7,337                   7,337  
Property and equipment, net   Property and equipment, net     32,517                   32,517  
Goodwill (Note 4)   Goodwill     147,523                   147,523  
Intangible assets, net (Note 4)   Intangible assets, net     88,492                   88,492  
Operating lease right-of-use assets (Note 3)   Operating lease right-of-use assets     7,502                   7,502  
Other long-term assets   Other assets, net     563                   563  
Trade payables         36,578       (36,578 )   (a)     —   
Due to related parties, net (Note 15)         74       (74 )   (a)     —   
Accrued and other current liabilities (Note 5)         55,651       (55,651 )   (a)     —   
    Accounts payable and accrued other expenses             92,303     (a)     92,303  
Operating lease liabilities, current portion (Note 4)         2,782       (2,782 )   (a)     —   
Current portion of long-term debt (Note 6)         49,730       (49,730 )   (a)     —   
Long-term debt, net (Note 6)         325,478       (325,478 )   (a)     —   
    Debt             375,208     (a)     375,208  
Warrant liability (Note 11)         8,447       (8,447 )   (a)     —   
Operating lease liabilities, non-current portion (Note 4)         4,936       (4,936 )   (a)     —   
    Operating lease liabilities             7,718     (a)     7,718  
Other long-term liabilities   Other liabilities     10,067       8,447     (a)     18,514  
Class A common stock   Class A common stock     1                   1  
Class B common stock   Class B common stock     3                   3  
Additional paid-in-capital   Additional paid-in capital     319,002                   319,002  
Non-controlling interest   Noncontrolling interests     (111,632 )                 (111,632 )
Accumulated deficit   Deficit     (356,890 )                 (356,890 )

  

 

(a)Represents reclassification for conformity to CSSE’s balance sheet presentation and financial statement line items.

 

Income Statement of Operations Reclassification Items of Redbox:

 

Refer to the table below for a summary of reclassification adjustments made to Redbox’s statement of operations for the six months ended June 30, 2022, to conform with that of CSSE’s (amounts in thousands):

 

 

 

 

Redbox   Chicken Soup for the Soul Entertainment   Statement of Operations               Statement of Operations  
Historical   Historical   For the               For the  
Consolidated Statement of Operations   Consolidated Statement of Operations   Six Months Ended               Six Months Ended  
Line Items   Line Items   June 30, 2022     Reclassifications     Notes   June 30, 2022  
Net revenue   Net revenue   $ 129,221     $ —          $ 129,221  
Product cost         56,045       (56,045 )   (b)     —   
    Cost of revenue             56,045     (b)     56,045  
Direct operating         61,405       (61,405 )   (b)     —   
Marketing         7,124       (7,124 )   (b)     —   
Stock-based compensation expense         3,826       (3,826 )   (b)     —   
General and administrative         48,915       (48,915 )   (b)     —   
    Selling, general and administrative             121,270     (b)     121,270  
Depreciation and amortization   Amortization and depreciation     49,932                   49,932  
Interest and other income (expense), net         (7,734 )     7,734     (b)     —   
    Interest expense             15,641     (b)     15,641  
    Other non-operating income, net             (7,907 )   (b)     (7,907 )
Income tax expense (benefit)   Provision for income taxes     114                   114  
Net loss attributable to non-controlling interest   Net loss attributable to noncontrolling interests     (81,938 )                 (81,938 )

  

 

(b)Represents reclassification for conformity to CSSE’s statement of operations presentation and financial statement line items.

 

Refer to the table below for a summary of reclassification adjustments made to Redbox’s statement of operations for the year ended December 31, 2021, to conform with that of CSSE’s (amounts in thousands):

 

        Redbox               Redbox  
        Historical               Reclassified  
        Statement of               Statement of  
    Chicken Soup for the   Operations               Operations  
    Soul Entertainment   For the               For the  
Redbox Historical   Historical   Year               Year  
Consolidated Statement   Consolidated Statement of   Ended               Ended  
of Operations Line Items   Operations Line Items   December 31, 2021     Reclassifications     Notes   December 31, 2021  
Net revenue   Net revenue   $ 288,540     $           $ 288,540  
Product cost         115,141       (115,141 )   (c)      
    Cost of revenue             115,141     (c)     115,141  
Direct operating         131,926       (131,926 )   (c)      
Marketing         14,806       (14,806 )   (c)      
Stock-based compensation                                
expense         1,994       (1,994 )   (c)      
General and administrative         59,436       (59,436 )   (c)      
    Selling, general and administrative             208,162     (c)     208,162  
Depreciation and amortization   Amortization and depreciation     108,505                   108,505  
Interest and other income                                
(expense), net         (31,523 )     31,523     (c)      
    Interest expense             34,606     (c)     34,606  
    Other non-operating income, net             (3,083 )   (c)     (3,083 )
Income tax expense (benefit)   Provision for income taxes     (34,035 )                 (34,035 )
Net loss attributable to non-   Net loss attributable to                            
controlling interest   noncontrolling interests     (27,967 )                 (27,967 )

 

 

(c)Represents reclassification for conformity to CSSE’s statement of operations presentation and financial statement line items.

 

 

 

 

Note 4 — Estimated Merger Consideration

 

The estimated value of the Merger Consideration for the purpose of this unaudited pro forma condensed combined financial information is approximately $69.6 million based on the $14.75 per share closing price of CSSE Class A Common Stock as of August 11, 2022. The following table summarizes the preliminary estimate of the value of the Merger Consideration (amounts in thousands):

 

Fair value of CSSE Class A Common Stock issued  $65,434 
Fair value of consideration paid for the Redbox RSUs   706 
Fair value of Redbox warrants converted into CSSE warrants   3,468 
Estimated Merger Consideration  $69,608 

 

Note 5 — Allocation of Estimated Merger Consideration

 

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Redbox will be recognized and measured at fair value as of the closing date of the combination and added to those of CSSE. The determination of fair value used in the transaction-related adjustments presented herein are preliminary and based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Mergers. The costs of finite-lived intangible assets are amortized through expense over their estimated lives. The final allocation of the merger consideration, upon the completion of the Mergers, will be based on Redbox’s assets acquired and liabilities assumed as of the acquisition date, and will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual allocations will differ from the transaction accounting adjustments presented herein. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma allocation of the merger consideration will be subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below.

 

The following table sets forth a preliminary allocation of the estimated value of the Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Redbox based on Redbox’s unaudited consolidated balance sheet as of June 30, 2022, with the excess recorded to goodwill (amounts in thousands):

 

Total assets  $88,641 
Total liabilities   462,897 
Net acquired tangible assets   (374,256)
Identifiable intangibles assets   279,600 
Goodwill   164,264 
Allocation of the Estimated Merger Consideration  $69,608 

 

Note 6 — Pro Forma Adjustments

 

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (amounts in thousands except share and per share data)

 

 

 

 

a. To record estimated transaction cost, including adjusting accrued liabilities, as of June 30, 2022, record all unrecognized transaction costs for the year ended December 31, 2021 and eliminate transaction costs incurred during the six months ended June 30, 2022:

 

    Chicken Soup
for the Soul
Entertainment,
Inc.
    Redbox
Entertainment,
Inc.
    Total  
Total estimated transaction costs   $ 17,500     $ 22,681     $ 40,181  
Less costs included in accrued expenses     2,000       1,700       3,700  
Less costs paid through June 30, 2022           9,300       9,300  
Pro forma net adjustment   $ 15,500     $ 11,681     $ 27,181  

 

b.To record purchase accounting adjustments for acquired assets as follows:

 

   Property and equipment   Intangible assets 
Estimated fair value   12,946    279,600 
Historical carrying value   (32,517)   (88,492)
Pro forma net adjustment  $(19,571)  $191,108 

 

c.To record goodwill as a result of the merger and eliminate Redbox’s historical goodwill:

 

Estimated fair value  $164,264 
Historical carrying value   (147,523)
Pro forma net adjustment  $16,741 

 

d.To record the assumed Redbox debt at its estimated fair value after the conversion of $28.5 million of Redbox’s B-2 Debt into 4,035,943 shares of Redbox Class A Common Stock as follows:

 

Estimated fair value  $381,281 
B-2 debt conversion to shares   (28,472)
Estimated fair value after B-2 debt conversion   352,809 
Historical carrying value   (375,208)
Pro forma net adjustment  $(22,399)

 

e.To record purchase accounting adjustments for the Redbox liability classified warrants that were exchanged for Chicken Soup for the Soul liability classified warrants:

 

Estimated fair value  $3,468 
Historical carrying value   (8,447)
Pro forma net adjustment  $(4,979)

 

 

 

 

f.To record consideration paid, reduce the deficit for accrued transaction cost recognized in the pro forma balance sheet, recognize the B-2 debt conversion and eliminate historical carrying values for Redbox Entertainment Inc. equity accounts as follows:

 

    Class A common stock     Class B common stock     Additional        
      Shares       Amount       Shares       Amount       paid-in capital       Deficit  
Consideration transferred     4,635,452     $             $     $ 66,140        
Estimated transaction cost                                             (27,181 )
Post combination compensation expense                                     2,232       (2,232 )
Historical carrying value           (1 )             (3 )     (319,002 )     356,890  
Pro forma net adjustment     4,635,452     $ (1 )         $ (3 )   $ (250,630 )   $ 327,477  

  

g.To record the elimination of the Redbox noncontrolling interest in Opco LLC as members thereof received CSSE Class A Common Stock.
  
h.To reclassify CSSE’s property and equipment from Other Assets, net into a distinct financial statement line item given the materiality of the acquired property and equipment and the combined balances to the total net assets of CSSE.
  
i.To recognize the 1,011,530 equity classified warrants that will be issued to HPS in conjunction with the amended financing agreement to be consummated at the closing of the transaction.

 

Number of penny warrants issued   1,011,530 
Intrinsic value per warrant  $14.75 
Pro forma net adjustment  $14,920 

 

Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments (amounts in thousands except share and per share data)

 

j.To adjust amortization expense based on (i) the elimination of Redbox capitalized software and (ii) the estimated fair value of intangible assets and useful lives:

 

   Six months Ended   Year Ended 
   June 30, 2022   December 31, 2021 
Estimated depreciation and amortization  $11,757   $23,513  
Historical depreciation and amortization   (28,600)   (83,400)
Pro forma net adjustment  $(16,843)  $(59,887)

 

k.To adjust interest expense based upon the assumed debt obligations in connection with the Mergers:

 

    Six months Ended
June 30, 2022
    Year Ended
December 31, 2021
 
Accretion of the debt discount pertaining to the penny warrants   $ (1,492 )   $ (2,984 )
Accretion of the debt discount on the fair value of the assumed debt     (608 )     1,215   
Pro forma financing transaction net adjustment     (884 )     (1,769 )
Interest expense savings from B-2 debt conversion     1,281       2,230  
Total pro forma net adjustment   $ 397     $ 461  

  

 

 

 

l.To eliminate Redbox non-controlling interest in connection with the Mergers.

 

m.The pro forma basic and diluted weighted average share outstanding are a combination of the historic weighted average shares of Chicken Soup for the Soul Entertainment and the issuance of share in connection with the Mergers:

 

   Six months Ended   Year Ended 
   June 30, 2022   December 31, 2021 
Historical weighted average shares outstanding   15,152,222    15,018,421 
Issuance of shares to Redbox   4,436,221    4,436,221 
Issuance of shares in exchange for Redbox RSUs   199,231    199,231 
Pro forma weighted average shares outstanding   19,787,674    19,653,873 

 

n.To record the incremental management and license fee expense based upon historical non- traditional Redbox revenues that is separate from the Merger:

 

    Six months Ended     Year Ended  
    June 30, 2022     December 31, 2021  
Redbox revenue excluding traditional business revenue   $ 28,326     $ 40,331  
Incremental management and license fee     10 %     10 % 
Pro forma net adjustment   $ 2,833     $ 4,033  

  

o.To eliminate historical cost incurred for payroll and employee benefits of Redbox’s workforce that was subject to the 2022 Reduction in Workforce restructuring plan and separate from the Mergers:

 

    Six months Ended
June 30, 2022
    Year Ended
December 31, 2021
 
Reduction in workforce cost  $(2,561)  $(10,949)
           

 

p.Represents adjustment to eliminate historical nonrecurring Sonar Entertainment costs included on the financial statements of the company not directly attributable to the transaction including professional, legal and other overhead expenses.
q.Represents adjustment to record valued Sonar acquisition related Intangible Asset amortization over the useful life of the intangible assets for the period presented on a straight-line basis.
r.Represents adjustment to record additional management and license fees as a result of the Sonar acquisition to be owed to affiliated company based on revenues earned under existing management & licensing agreements.
s.Represents adjustment to eliminate interest expense related to Sonar Entertainment debt facilities, as the debt was not assumed as part of the business combination and adjustment to record interest expense on the revolving loan agreement entered by the Company directly related to the acquisition of Sonar Entertainment.
t.Represents adjustment to eliminate Sonar Entertainment non-operating income not applicable to the transaction and ongoing business.

 

 

 



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