UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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:
(Exact Name of Registrant as Specified in Its Charter)
| N/A | ||
| (State or Other Jurisdiction of | (IRS Employer | |
| Incorporation or Organization) | Identification Number) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
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.
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).
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 | ☐ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of August 7, 2023, there were Class A Common Voting Shares, without par value outstanding.
TABLE OF CONTENTS
| 2 |
PART I. Financial Information
Item 1. Financial Statements
Strong Global Entertainment, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, 2023 | December 31, 2022 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable (net of credit allowances of $ | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Finance lease right-of-use asset | ||||||||
| Film and television programming rights, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Payable to FG Group Holdings Inc. (Note 16) | ||||||||
| Short-term debt | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of operating lease obligations | ||||||||
| Current portion of finance lease obligations | ||||||||
| Deferred revenue and customer deposits | ||||||||
| Total current liabilities | ||||||||
| Operating lease obligations, net of current portion | ||||||||
| Finance lease obligations, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments, contingencies and concentrations (Note 15) | ||||||||
| Equity: | ||||||||
| Common stock, par value; shares authorized, issued and outstanding as of June 30, 2023 | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Net parent investment | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 3 |
Strong Global Entertainment, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net product sales | $ | $ | $ | $ | ||||||||||||
| Net service revenues | ||||||||||||||||
| Total net revenues | ||||||||||||||||
| Total cost of products | ||||||||||||||||
| Total cost of services | ||||||||||||||||
| Total cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling and administrative expenses: | ||||||||||||||||
| Selling | ||||||||||||||||
| Administrative | ||||||||||||||||
| Total selling and administrative expenses | ||||||||||||||||
| Gain on disposal of assets | ||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency transaction (loss) gain | ( | ) | ( | ) | ||||||||||||
| Other income, net | ( | ) | ( | ) | ||||||||||||
| Total other (expense) income | ( | ) | ( | ) | ||||||||||||
| (Loss) income before income taxes | ( | ) | ||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income per share | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted-average shares used in computing net loss per share: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 4 |
Strong Global Entertainment, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Currency translation adjustment: | ||||||||||||||||
| Unrealized net change arising during period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 5 |
Strong Global Entertainment, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Three and Six Months Ended June 30, 2023 and 2022
($ and shares in thousands)
| Common Stock (Shares) | Common Stock ($) | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Net Parent Investment | Total | ||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Cumulative effect of adoption of accounting principle (Note 2) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Net transfer to parent | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net (loss) income | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Net transfer to parent | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Reclassification of Net parent investment | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock and Landmark warrant, net of costs | ||||||||||||||||||||||||||||
| Vesting of restricted stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Common Stock (Shares) | Common Stock ($) | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Net Parent Investment | Total | ||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive income | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Net transfer from parent | - | |||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive income | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Vesting of restricted stock | - | |||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Net transfer from parent | ||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 6 |
Strong Global Entertainment, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| (Recovery of) provision for doubtful accounts | ( | ) | ||||||
| Provision for obsolete inventory | ||||||||
| Provision for warranty | ||||||||
| Depreciation and amortization | ||||||||
| Amortization and accretion of operating leases | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Stock-based compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Current income taxes | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue and customer deposits | ( | ) | ( | ) | ||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Acquisition of programming rights | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Principal payments on short-term debt | ( | ) | ( | ) | ||||
| Principal payments on long-term debt | ( | ) | ( | ) | ||||
| Borrowings under credit facility | ||||||||
| Repayments under credit facility | ( | ) | ||||||
| Payments on finance lease obligations | ( | ) | ||||||
| Proceeds from initial public offering | ||||||||
| Payments of withholding taxes for net share settlement of equity awards | ( | ) | ||||||
| Net cash transferred (to) from parent | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Amount payable to Landmark Studio Group in connection with acquisition of projects (Note 9) | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 7 |
Strong Global Entertainment, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Operations
Strong Global Entertainment (“Strong Global Entertainment,” or the “Company”) is a leader in the entertainment industry providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company is s a holding company and conducts business through its wholly-owned operating subsidiaries: Strong/MDI Screen Systems, Inc. (“Strong/MDI”) is a leading premium screen and projection coatings supplier in the world;, Strong Technical Services, Inc. (“STS”), provides comprehensive managed service offerings with 24/7/365 support nationwide to ensure solution uptime and availability; and Strong Studios, Inc. (“Strong Studios”), develops and produces original feature films and television series and acquires rights to distribute content globally.
On
May 15, 2023, the Company completed an initial public offering (“IPO”) of of its Class A Voting Common Shares without
par value (“Common Shares”) at a price to the public of $ per share. The IPO closed on May 18, 2023 and the Company completed
its separation from FG Group Holdings, Inc (“FG Group Holdings”). Total net proceeds of approximately $
Refer to Note 5 for additional details relating to the Company’s IPO and separation transactions.
2. Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
These condensed consolidated financial statements were presented in accordance with the requirements of interim financial data and consequently do not include all of the disclosures normally required by GAAP for annual reporting purposes, such as those made in the Company’s audited financial statements for the years ended December 31, 2022 and 2021. The results for interim periods are not necessarily indicative of trends or results expected for a full fiscal year.
In May 2023, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation (see below for additional information) are now also referred to as “consolidated financial statements.” In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over (historical cost) basis.
The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars.
For Periods Prior to the Separation
Prior to the separation, the Company’s financial statements were derived from the consolidated financial statements and accounting records of FG Group Holdings as if Strong Global Entertainment had operated on a stand-alone basis during the periods presented and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. Historically, Strong Global Entertainment was reported as an operating segment within FG Group Holdings’ reportable segments and did not operate as a stand-alone company. Accordingly, FG Group Holdings historically reported the financial position and the related results of operations, cash flows and changes in equity of Strong Global Entertainment as a component of FG Group Holdings’ consolidated financial statements.
Prior to the Separation, the historical results of operations included allocations of FG Group Holdings’ costs and expenses including FG Group Holdings’ corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications.
For periods prior to the Separation, the operating results of Strong Global Entertainment have historically been disclosed as a reportable segment within the consolidated financial statements of FG Group Holdings enabling identification of directly attributable transactional information, functional departments and headcount. The combined balance sheets were primarily derived by reference to one, or a combination, of Strong Global Entertainment transaction-level information, functional department or headcount. Revenue and Cost of revenue were derived from transactional information specific to Strong Global Entertainment products and services. Directly attributable operating expenses were derived from activities relating to Strong Global Entertainment functional departments and headcount. Certain additional costs, including compensation costs for corporate employees, have been allocated from FG Group Holdings. The allocated costs for corporate functions included, but were not limited to, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing activities, shared facilities and other shared services, which are not provided at the Strong Global Entertainment level. These costs were allocated on a basis of revenue, headcount or other measures Strong Global Entertainment has determined as reasonable.
| 8 |
Strong Global Entertainment employees also historically participated in FG Group Holdings’ stock-based incentive plans, in the form of restricted stock units (“RSUs”) and stock options issued pursuant to FG Group Holdings’ employee stock plan. Stock-based compensation expense has been directly reported by Strong Global Entertainment based on the awards and terms previously granted to FG Group Holdings’ employees.
Allocations
for management costs and corporate support services provided to Strong Global Entertainment totaled $
The management of Strong Global Entertainment believes the assumptions underlying the combined financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided, or the benefit received by, Strong Global Entertainment during the periods presented. Nevertheless, the combined financial statements may not be indicative of Strong Global Entertainment’s future performance, do not necessarily include all of the actual expenses that would have been incurred had Strong Global Entertainment been an independent entity during the historical periods and may not reflect the results of operations, financial position, and cash flows had Strong Global Entertainment been a stand-alone company during the periods presented.
The operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by FG Group Holdings, where applicable. Income tax expense and other income tax related information contained in the financial statements prior to the Separation are presented on a separate return basis as if Strong Global Entertainment had filed its own tax returns.
Use of Management Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations.
| 9 |
Cash and Cash Equivalents
All
short-term, highly liquid financial instruments are classified as cash equivalents in the condensed consolidated balance sheets and statements
of cash flows. Generally, these instruments have maturities of three months or less from date of purchase. As of June 30, 2023, $
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and bad debt expense to be adjusted accordingly. Past due accounts are written off when our efforts have been unsuccessful in collecting amounts due.
Income Taxes
Income taxes are accounted for under the asset and liability method. The Company uses an estimate of its annual effective rate at each interim period based on the facts and circumstances at the time while the actual effective rate is calculated at year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing whether the deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the consolidated statements of operations as income tax expense.
Stock Compensation Plans
The Company recognizes compensation expense for all stock-based payment awards based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the vesting period of the awards. The Company measures stock-based compensation at the grant date based on the fair value of the award. The fair value of stock options is estimated using the Black-Scholes option pricing model. Estimated compensation cost relating to RSUs is based on the closing fair market value of the Company’s common stock on the date of grant. No stock-based compensation cost was capitalized as a part of inventory during the periods ended June 30, 2023 and June 30, 2022.
Prior to the Separation, the Company’s employees participated in FG Group Holdings’ stock-based compensation plans. Stock-based compensation expense was allocated to the Company based on the awards and terms previously granted to the FG Group Holdings’ employees.
Film and Television Programming Rights
In March 2022, the Company began producing original productions and acquiring rights to films and television programming. Film and television programming rights include the unamortized costs of in-process or in-development content produced or acquired by the Company. The Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. Where available, the Company utilizes certain governmental incentives, programs and other structures from states and foreign countries (e.g., refundable tax credits calculated based on the amount of money spent in the particular jurisdiction in connection with the production) to fund its film and television productions and reduce financial risk. Film and television program rights are stated at the lower of amortized cost or estimated fair value.
| 10 |
The costs of producing content are amortized using the individual-film-forecast method. These costs are amortized based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“Ultimate Revenue”) as of each reporting date to reflect the most current available information. Participation costs represent contingent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors or actors and estimated liabilities for participations are accrued based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned. Management’s judgment is required in estimating Ultimate Revenue and the costs to be incurred throughout the life of each film or television program. Amortization is adjusted when necessary to reflect increases or decreases in forecasted Ultimate Revenues.
For an episodic television series, the period over which Ultimate Revenues are 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. For films, Ultimate Revenue includes estimates over a period not to exceed ten years following the date of initial release.
Content assets are expected to be 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.
Due to the inherent uncertainties involved in making such estimates of Ultimate Revenues and expenses, these estimates may differ materially from actual results. In addition, in the normal course of our business, some films and titles will be more successful or less successful than anticipated. Management regularly reviews and revises, when necessary, its Ultimate Revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. An increase in the estimate of Ultimate Revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of Ultimate Revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically result in an impairment requiring a write-down of the film cost to the title’s fair value. The Company has not incurred any of these write-downs.
An impairment charge would be 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 capitalized costs may be required because of changes in management’s future revenue estimates.
Fair Value of Financial Instruments
Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
| ● | Level 1 – inputs to the valuation techniques are quoted prices in active markets for identical assets or liabilities | |
| ● | Level 2 – inputs to the valuation techniques are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly | |
| ● | Level 3 – inputs to the valuation techniques are unobservable for the assets or liabilities |
The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of June 30, 2023 and December 31, 2022.
| 11 |
Fair values measured on a recurring basis at June 30, 2023 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Fair values measured on a recurring basis at December 31, 2022 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company’s short-term debt is recorded at historical cost. The carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, accrued expenses and short-term debt reported in the consolidated balance sheets equal or approximate their fair values due to the short-term nature of these instruments.
All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which include non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment).
Recently Adopted Accounting Pronouncements
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments.” This ASU requires the measurement of all expected credit losses for financial assets, including trade
receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts.
The Company adopted this ASU effective January 1, 2023. Upon adoption the Company recorded a cumulative effect adjustment decreasing
net parent investment by $
3. Revenue
The Company accounts for revenue using the following steps:
| ● | Identify the contract, or contracts, with a customer; |
| ● | Identify the performance obligations in the contract; |
| ● | Determine the transaction price; |
| ● | Allocate the transaction price to the identified performance obligations; and |
| ● | Recognize revenue when, or as, the Company satisfies the performance obligations. |
The Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine whether they are distinct, whether the items have value on a standalone basis, and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
| 12 |
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients, or receives cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.
The Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of June 30, 2023 or December 31, 2022.
The following tables disaggregate the Company’s revenue by major source and by operating segment for the three and six months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | |||||||||||||
| Screen system sales | $ | $ | $ | $ | ||||||||||||
| Digital equipment sales | ||||||||||||||||
| Extended warranty sales | ||||||||||||||||
| Other product sales | ||||||||||||||||
| Total product sales | ||||||||||||||||
| Field maintenance and monitoring services | ||||||||||||||||
| Installation services | ||||||||||||||||
| Strong Studios services | ||||||||||||||||
| Other service revenues | ||||||||||||||||
| Total service revenues | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Screen system sales
The Company typically recognizes revenue on the sale of its screen systems when control of the screen is transferred to the customer, usually at time of shipment. However, revenue is recognized upon delivery for certain international shipments with longer shipping transit times because control transfers upon customer delivery. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. For contracts that are long-term in nature, the Company believes that the use of the percentage-of-completion method is appropriate as the Company has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues, and contract costs. Under the percentage-of-completion method, revenue is recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract.
Digital equipment sales
The Company recognizes revenue on sales of digital equipment when the control of the equipment is transferred, which typically occurs at the time of shipment from the Company’s warehouse or drop-shipment from a third party. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer.
| 13 |
Field maintenance and monitoring services
The Company sells service contracts that provide maintenance and monitoring services to its Strong Entertainment customers. These contracts are generally 12 months in length. Revenue related to service contracts is recognized ratably over the term of the agreement.
In addition to selling service contracts, the Company also performs discrete time and materials-based maintenance and repair work for customers. Revenue related to time and materials-based maintenance and repair work is recognized at the point in time when the performance obligation has been fully satisfied.
Installation services
The Company performs installation services for its customers and recognizes revenue upon completion of the installations.
Strong Studios Services
The Company develops and produces original films and television series, as well as acquires third-party rights to content for global multi-platform distribution and recognizes revenue upon the transfer or license of film and television programming rights and related intellectual property.
Extended warranty sales
The Company performs installation services for its customers and recognizes revenue upon completion of the installations.
Timing of revenue recognition
The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three and six months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | |||||||||||||
| Point in time | $ | $ | $ | $ | ||||||||||||
| Over time | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
At
June 30, 2023, the unearned revenue amount associated with long-term projects that the Company uses the percentage-of-completion method
to recognize revenue, maintenance and monitoring services and extended warranty sales in which the Company is the primary obligor was
$
Basic net loss per share has been computed on the basis of the weighted average number of shares of common stock outstanding. In periods when the Company reported a net loss, there were no differences between average shares used to compute basic and diluted loss per share as inclusion of stock options and restricted stock units would have been anti-dilutive in those periods. The weighted average number of shares outstanding for the basic and diluted net income (loss) per share for the periods prior to the completion of the IPO is based on the number of shares of the Company’s common stock outstanding on May 15, 2023, the effective date of the registration statement relating to the IPO. On that date, the Company issued shares of its common stock to the Company’s sole stockholder of record, Strong/MDI (after which Strong/MDI held shares of common stock, which represented all of the then issued and outstanding common stock). The following table summarizes the weighted average shares used to compute basic and diluted net loss per share (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Dilutive effect of stock options and certain non-vested restricted stock units | ||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
| Anti-dilutive employee stock-based awards, excluded | ||||||||||||||||
| 14 |
5. The Separation and Initial Public Offering
On
May 15, 2023, the Company completed an IPO of of its Class A Voting Common Shares at a price to the public of $ per share.
The IPO closed on May 18, 2023 and the Company completed its separation from FG Group Holdings. Total net proceeds of approximately $
In connection with the Separation of the Company from FG Group Holdings and the IPO, the Company entered into a Master Asset Purchase Agreement, an IP Assignment Agreement, the FG Group Holdings Asset Transfer Agreement, the FG Group Holdings IP Assignment Agreement, the Joliette Plant Lease, the Share Transfer Agreements and a number of other agreements. Under the Management Services Agreement, the Company and FG Group Holdings provide certain services to each other, which include information technology, legal, finance and accounting, human resources, tax, treasury, and other services, and charges a fee that is based on its actual costs and expenses for those services in the future (with mark-up, if necessary, to comply with applicable transfer pricing principles under Canadian and U.S. tax regulations). These agreements took effect upon the closing of the Separation and IPO.
6. Inventories
Inventories consisted of the following (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Raw materials and components | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
The
inventory balances are net of reserves of approximately $
| Inventory reserve balance at December 31, 2022 | $ | |||
| Inventory write-offs during 2023 | ( | ) | ||
| Provision for inventory reserve during 2023 | ||||
| Inventory reserve balance at June 30, 2023 | $ |
| 15 |
7. Other Current Assets
Other current assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Receivable from Safehaven 2022, Inc. | ||||||||
| Costs incurrent in connection with initial public offering | ||||||||
| Unbilled accounts receivable | ||||||||
| Production tax rebate receivable | ||||||||
| Receivable from Ravenwood Productions LLC | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
8. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements (Note 12) | ||||||||
| Machinery and other equipment | ||||||||
| Office furniture and fixtures | ||||||||
| Construction in progress | ||||||||
| Total properties, cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
9. Film and Television Programming Rights, Net
Film and television programming rights, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Television series in development | $ | $ | ||||||
| Films in development | ||||||||
| Total film and programming rights | ||||||||
| Accumulated amortization | ( | ) | ||||||
| Total film and programming rights, net | $ | $ | ||||||
A rollforward of film and television programming rights, net for the six months ended June 30, 2023, is as follows (in thousands):
| Balance at December 31, 2022 | $ | |||
| Expenditures on in-process projects | ||||
| Acquisition of distribution rights | ||||
| Amortization of film and programming rights | ( | ) | ||
| Adjustment to fair value of warrant issued to Landmark | ( | ) | ||
| Balance at June 30, 2023 | $ |
| 16 |
In
March 2022, Strong Studios acquired the rights to original feature films and television series from Landmark Studio Group LLC (“Landmark”),
including the assignment of third party rights to content for global multiplatform distribution. The transaction entailed the acquisition
of certain projects which are in varying stages of development, none of which have produced revenue as of June 30, 2023. In connection
with such assignment and purchase, Strong Studios agreed to pay to Landmark approximately $
As
a condition precedent to entry into the AA Agreement, Strong Studios agreed to enter into distribution agreements for Safehaven
and Flagrant (the “AA Distribution Agreements”) with Screen Media Ventures, LLC (“SMV”). Pursuant to the
AA Distribution Agreements, SMV agreed to purchase the global distribution rights to Safehaven for $
During
the second quarter of 2022, Safehaven 2022, Inc. (“Safehaven 2022”) was established to manage the production and financing
of Safehaven.
| Cash | $ | |||
| Television programming rights | ||||
| Other assets | ||||
| Total assets | $ | |||
| Accounts payable and accrued expenses | $ | |||
| Due to Strong Studios | ||||
| Debt | ||||
| Equity | ||||
| Total liabilities and equity | $ |
| 17 |
Effective
June 30, 2023, Safehaven 2022 entered into a purchase agreement (the “Purchase Agreement”) with SMV, to purchase all of SMV’s
right, title and interest in Safehaven. Under the terms of the Purchase Agreement, the purchase price payable by Safehaven 2022 was satisfied
by the payment in full by Ravenwood-Productions, LLC (“Ravenwood”) of the amount due as a minimum guarantee under the Safehaven
AA Distribution Agreement to Bank of Hope. SMV is entitled to receive no further payments in respect of the Safehaven series,
provided that, upon Strong Studios’ receipt of $
Effective June 30, 2023, the Company and Ravenwood entered into a management agreement (the “Management Agreement”), pursuant to which:
| ● | Ravenwood
advanced the amount due to Bank of Hope in respect of the minimum guarantee under the Safehaven AA Distribution Agreement of approximately $ | |
| ● | Safehaven 2022, Strong Studios and Ravenwood will enter into a sales agent agreement with an agency to represent and sell the Safehaven series. | |
| ● | Each
of Ravenwood and Strong Studios will be paid a management commission of | |
| ● | All
Gross Receipts (as defined by the Management Agreement) shall be distributed according to an agreed waterfall, with the balance to
be paid to the named participants, including Strong Studios which will be paid | |
| ● | Safehaven
2022 conveyed to Ravenwood an undivided |
Safehaven
2022 recognizes revenue and cost of sales using the individual-film-forecast method based on the ratio of the current period’s
revenues to management’s estimated remaining total gross revenues to be earned. During the quarter ended June 30, 2023, Safehaven
2022 recognized $
| 18 |
10. Accrued Expenses
Accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Employee-related | $ | $ | ||||||
| Warranty obligation | ||||||||
| Interest and taxes | ||||||||
| Legal and professional fees | ||||||||
| Accrued participation costs | ||||||||
| Film and television programming rights | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
11. Debt
Short-term debt and long-term debt consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Short-term debt: | ||||||||
| Strong/MDI 20-year installment loan | $ | $ | ||||||
| Strong/MDI 5-year equipment loan | ||||||||
| Strong/MDI revolving credit facility | ||||||||
| Safehaven production debt | ||||||||
| Insurance debt | ||||||||
| Total short-term debt | $ | $ | ||||||
| Less: deferred debt issuance costs, net | ( | ) | ||||||
| Total short-term debt, net of issuance costs | $ | $ | ||||||
| Long-term debt: | ||||||||
| Tenant improvement loan | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt, net of current portion | $ | $ | ||||||
Strong/MDI Installment Loans and Revolving Credit Facility
On
September 5, 2017, the Company’s Canadian subsidiary, Strong/MDI, entered into a demand credit agreement, as amended and restated
May 15, 2018, with Canadian Imperial Bank of Commerce (“CIBC”) consisting of a revolving line of credit for up to CAD$
| 19 |
In
January 2023, Strong/MDI and CIBC entered into a demand credit agreement (the “2023 Credit Agreement”), which amended and
restated the 2021 Credit Agreement. The 2023 Credit Agreement consists of a revolving line of credit for up to CAD$
Tenant Improvement Loan
During
the fourth quarter of 2021, the Company entered into a lease for a combined office and warehouse in Omaha, Nebraska. The Company incurred
total costs of approximately $
Safehaven Production Debt
Safehaven
2022 entered into a Loan and Security Agreement (“Loan Agreement”) with Bank of Hope to provide interim production
financing for the Safehaven production. The Company is not a borrower or guarantor under the Loan Agreement, and Safehaven
2022 is the sole borrower and guarantor under the Loan Agreement. The maturity date of the Loan Agreement is the earlier of (i) the
date on which payment is accelerated by Bank of Hope due to an event of default or (ii) March 15, 2024. As of June 30, 2023,
Safehaven 2022 had borrowed $
Insurance debt
The
Company maintains certain commercial insurance policies, including management liability and other policies customarily held by publicly
traded companies. The Company elected to finance a portion of the annual premium, which will be repaid in monthly installments through
January 2024. The finance agreement bears fixed interest of approximately
| 20 |
Contractual Principal Payments
Contractual required principal payments on the Company’s long-term debt at June 30, 2023, are as follows (in thousands):
| Remainder of 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total | $ |
12. Leases
The Company and its subsidiaries lease plant and office facilities and equipment under operating and finance leases expiring through 2038. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.
Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration.
The Company elected to not apply the recognition requirements of Accounting Standards Codification Topic 842, “Leases,” to leases of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
The Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.
| 21 |
The following tables present the Company’s lease costs and other lease information (dollars in thousands):
| Lease cost | Three Months Ended | Six Months Ended | ||||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Operating lease cost | ||||||||||||||||
| Short-term lease cost | ||||||||||||||||
| Net lease cost | $ | $ | $ | $ | ||||||||||||
| Other information | Three Months Ended | Six Months Ended | ||||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | $ | $ | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | $ | ||||||||||||
As of June 30, 2023 | ||||
| Weighted-average remaining lease term - finance leases (years) | ||||
| Weighted-average remaining lease term - operating leases (years) | ||||
| Weighted-average discount rate - finance leases | % | |||
| Weighted-average discount rate - operating leases | % | |||
The following table presents a maturity analysis of the Company’s operating and finance lease liabilities as of June 30, 2023 (in thousands):
| Operating Leases | Finance Leases | |||||||
| Remainder of 2023 | $ | $ | ||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: Amount representing interest | ( | ) | ( | ) | ||||
| Present value of lease payments | ||||||||
| Less: Current maturities | ( | ) | ( | ) | ||||
| Lease obligations, net of current portion | $ | $ | ||||||
13. Income and Other Taxes
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. A cumulative loss in a particular tax jurisdiction in recent years is a significant piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence, including recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance should be recorded against all of the Company’s U.S. tax jurisdiction deferred tax assets as of June 30, 2023 and December 31, 2022.
| 22 |
Changes in tax laws may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted and made significant changes to Federal tax laws, including certain changes that were retroactive to the 2019 tax year. The effects of these changes relate to deferred tax assets and net operating losses; all of which are offset by valuation allowance. There were no material income tax consequences of this enacted legislation on the reporting period of these financial statements.
The Company is subject to possible examinations not yet initiated for Federal purposes for the fiscal years 2019 through 2021. The Company is also subject to possible examinations for state and local purposes. In most cases, these examinations in the state and local jurisdictions remain open based on the particular jurisdiction’s statute of limitations.
The Company recognizes compensation expense for all stock-based payment awards based on estimated grant date fair values. Stock-based compensation expense is included in selling and administrative expenses.
The Company’s 2023 Share Compensation Plan (the “Plan”) was approved by the Compensation Committee of the Board of Directors with the discretion to grant stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other stock- based awards and cash-based awards. Vesting terms vary with each grant and may be subject to vesting upon a “change in control” of the Company. As of June 30, 2023, approximately million shares were available for issuance under the Plan.
Stock Options
The Company granted a total of options during the six months ended June 30, 2023, all of which were granted on June 5, 2023. Options to purchase shares of common stock were granted with exercise prices equal to the fair value of the common stock on the date of the grant. The weighted average grant date fair value of stock options granted on June 5, 2023 was $. The fair value of each stock option granted is estimated on the date of grant using a Black-Scholes valuation model with the following weighted average assumptions:
| Expected dividend yield at date of grant | % | |||
| Risk-free interest rate | % | |||
| Expected stock price volatility | % | |||
| Expected life of options (in years) |
| 23 |
The following table summarizes stock option activity for the six months ended June 30, 2023:
Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Outstanding at December 31, 2022 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Expired | ||||||||||||||||
| Outstanding at June 30, 2023 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2023 | $ | $ | ||||||||||||||
The aggregate intrinsic value in the table above represents the total that would have been received by the option holders if all in-the-money options had been exercised and sold on the date indicated.
As of June 30, 2023, stock option awards were non-vested. Unrecognized compensation cost related to non-vested stock options was approximately $ million, which is expected to be recognized over a weighted average period of years.
Restricted Stock Units
The following table summarizes stock option activity for the six months ended June 30, 2023:
Number of Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Non-vested at December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Shares vested | ( | ) | ||||||
| Shares forfeited | ||||||||
| Non-vested at June 30, 2023 | $ | |||||||
As of June 30, 2023, the total unrecognized compensation cost related to non-vested restricted stock unit awards was approximately $ million, which is expected to be recognized over a weighted average period of years.
| 24 |
15. Commitments, Contingencies and Concentrations
Litigation
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on the Company’s business or financial condition.
FG
Group Holdings is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A
majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting
products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to FG Group
Holdings. In FG Group Holdings’ experience, a large percentage of these types of claims have never been substantiated and have
been dismissed by the courts. FG Group Holdings has not suffered any adverse verdict in a trial court proceeding related to asbestos
claims and intends to continue to defend these lawsuits. Under the FG Group Holdings Asset Purchase Agreement, the Company agreed to
indemnify FG Group Holdings for future losses, if any related to current product liability or personal injury claims arising out of
products sold or distributed in the U.S. by the operations of the businesses being transferred to the Company in the Separation, in
an aggregate amount not to exceed $
Concentrations
The
Company’s top ten customers accounted for approximately
Financial instruments that potentially expose the Company to a concentration of credit risk principally consist of accounts receivable. The Company sells product to a large number of customers in many different geographic regions. To minimize credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition.
16. Related Party Transactions
Related Party Transactions
In connection with the IPO, we and FG Group Holdings entered into a management services agreement that provides a framework for our ongoing relationship with FG Group Holdings. FG Group Holdings and its subsidiaries and we and our subsidiaries, provide each other certain services which include information technology, legal, finance and accounting, human resources, tax, treasury, and other services. Pursuant to the Management Services Agreement, the charges for these services are generally based on their actual cost basis.
The
Company manufactures its screens in an approximately
Costs Incurred in Connection with the IPO
Prior
to the Separation, the Company incurred $
Working Capital Advance to Safehaven 2022
As
discussed in Note 9, Safehaven 2022 has received working capital advances of $
Landmark Transaction
As
discussed in Note 9, Strong Studios acquired, from Landmark, the rights to original feature films and television series, and has been
assigned third party rights to content for global multiplatform distribution. In connection with such assignment and purchase, Strong
Studios agreed to pay to Landmark approximately $
| 25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. In addition to historical information, this Quarterly Report on Form 10–Q, including management’s discussion and analysis, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not historical are forward-looking and reflect expectations for future Company performance. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section contained in Item 1A in this Quarterly Report on Form 10-Q for the six months ended June 30, 2023, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue streams to compensate for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases, or armed conflict); and the adequacy of the Company’s insurance. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19 pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly in the cinema, entertainment, and other industries in which the Company and the companies in which the Company holds an equity stake operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
| 26 |
Overview
Strong Global Entertainment, Inc. (“Strong Global Entertainment,” the “Company,” “we,” “our,” and “us”) is a leader in the entertainment industry, providing mission critical products and services to cinema exhibitors and entertainment venues for over 80 years. The Company manufactures and distributes premium large format projection screens, provides comprehensive managed services, technical support and related products and services primarily to cinema exhibitors, theme parks, educational institutions, and similar venues. In addition to traditional projection screens, the Company manufactures and distributes its Eclipse curvilinear screens, which are specially designed for theme parks, immersive exhibitions, as well as simulation applications. It also provides maintenance, repair, installation, network support services and other services to cinema operators, primarily in the United States. The Company also owns Strong Studios, which develops and produces original feature films and television series.
We plan to grow market share and organic revenue and improve operating results, with the intent of expanding the ultimate valuation of the business. In addition, we may acquire other businesses, which may be within or outside of our existing markets.
Impact of COVID-19 Pandemic
The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations. Our results of operations in future periods may continue to be adversely impacted by inflationary pressures and global supply chain issues, and other negative effects on global economic conditions.
| 27 |
Results of Operations
The following table sets forth our operating results for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Net revenues | $ | 17,839 | $ | 8,823 | $ | 9,016 | 102.2 | % | ||||||||
| Cost of revenues | 10,630 | 6,724 | 3,906 | 58.1 | % | |||||||||||
| Gross profit | 7,209 | 2,099 | 5,110 | 243.4 | % | |||||||||||
| Gross profit percentage | 40.4 | % | 23.8 | % | ||||||||||||
| Selling and administrative expenses | 7,032 | 2,159 | 4,873 | 225.7 | % | |||||||||||
| Income (loss) from operations | 177 | (60 | ) | 237 | (395.0 | )% | ||||||||||
| Other (expense) income | (503 | ) | 182 | (685 | ) | (376.4 | )% | |||||||||
| (Loss) income before income taxes | (326 | ) | 122 | (448 | ) | (367.2 | )% | |||||||||
| Income tax expense | (90 | ) | (109 | ) | 19 | (17.4 | )% | |||||||||
| Net (loss) income | $ | (416 | ) | $ | 13 | $ | (429 | ) | N/M | |||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Net revenues | $ | 27,790 | $ | 18,543 | $ | 9,247 | 49.9 | % | ||||||||
| Cost of revenues | 18,260 | 14,239 | 4,021 | 28.2 | % | |||||||||||
| Gross profit | 9,530 | 4,304 | 5,226 | 121.4 | % | |||||||||||
| Gross profit percentage | 34.3 | % | 23.2 | % | ||||||||||||
| Selling and administrative expenses | 8,996 | 3,995 | 5,001 | 125.2 | % | |||||||||||
| Gain on disposal of asset | 1 | - | 1 | N/M | ||||||||||||
| Income from operations | 535 | 309 | 226 | 73.1 | % | |||||||||||
| Other (expense) income | (431 | ) | 81 | (512 | ) | (632.1 | )% | |||||||||
| Income before income taxes | 104 | 390 | (286 | ) | (73.3 | )% | ||||||||||
| Income tax expense | (144 | ) | (184 | ) | 40 | (21.7 | )% | |||||||||
| Net (loss) income | $ | (40 | ) | $ | 206 | $ | (246 | ) | (119.4 | )% | ||||||
Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022
Revenues
Revenue increased 102.2% to $17.8 million in the second quarter of 2023 from $8.8 million in the second quarter of 2022. The increase from the prior year was due to $1.7 million of higher revenue from product sales and a $7.3 million increase in service revenue, which included $6.4 million from the sale of an ownership stake in the Safehaven series. The revenue recognized in connection with Strong Studios’ projects will vary from period to period and will depend on the timing of the monetization of the projects. Excluding the revenue related to Safehaven, total revenue during the second quarter of 2023 increased 29.9% over the prior year, and service revenue increased 42.5%.
The increase in revenue from products was primarily due to a 24% increase in sales of screen systems as the upgrade to laser projection continues across the industry, as well as a 32% increase in the sale of digital equipment. We expect the upgrades from xenon to laser to accelerate throughout 2023 and continue for at least the next several years.
On the cinema services side, the primary driver of the revenue increase was from installation services, which grew 121% from the prior year as we have increased the scope of our offerings to better support our customers and to increase market share in cinema services, including cinema screen installation work performed for certain of our customers.
| 28 |
Gross Profit
Gross profit was $7.2 million or 40.4% of revenues in the second quarter of 2023 compared to $2.1 million or 23.8% in the second quarter of 2022. Gross profit during the 2nd quarter of 2023 included approximately $4.4 million from the sale of a portion of the IP of Safehaven. Gross profit realized in connection with Strong Studios’ projects will vary from period to period and will depend on the timing of the monetization of the projects. Excluding the gross profit related to Safehaven, total gross profits during the second quarter of 2023 would have been 24.5% of revenue.
Gross profit from product sales was $2.1 million or 25.0% of revenues for the second quarter of 2023 compared to $1.8 million or 27.7% of revenues for the second quarter of 2022. The decrease in gross profit percentage from product sales resulted primarily from product mix as revenue from the sale of lower margin digital equipment grew at a slightly faster rate than our higher margin cinema screens.
Gross profit from service revenue was $5.1 million or 54.1% of revenues for the second quarter of 2023 compared to $0.3 million or 11.7% of revenues for the second quarter of 2022. Gross profit percentage increased from the prior year due to sale of an ownership stake in the Safehaven series, as well as slightly higher overall gross margin from cinema services. Gross margin on our installation services also improved from the prior year as we started to see the benefits from the transition from third-party screen installation costs with internal labor. We expect margins on installation services to continue to improve as we continue to onboard and utilize our internal installation team.
Income (Loss) from Operations
Income from operations was $0.2 million in the second quarter of 2023 compared to a loss from operations of $0.1 million during the second quarter of 2022. We recorded approximately $1.2 million of costs in connection with the completion of the IPO and $4.0 million of production participation costs in connection with the sale of an ownership stake in the Safehaven series. The increase in gross profit was partially offset by higher selling and administrative expenses, including marketing and travel and entertainment expenses, as revenue and business activity increased.
Other Financial Items
Total other expense of $0.5 million during the second quarter of 2023 primarily consisted of $0.4 million of foreign currency transaction adjustments and $0.1 million of interest expense. Total other income of $0.2 million during the second quarter of 2022 included $0.2 million of foreign currency transaction adjustments and $27,000 of interest expense.
Income tax expense was $0.1 million during each of the first quarter of 2023 and 2022, respectively. Our income tax expense primarily consisted of income tax on our foreign earnings.
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Revenues
Revenue increased 49.9% to $27.8 million in the first half of 2023 from $18.5 million in the first half of 2022. The increase from the prior year was due to $1.2 million of higher revenue from product sales and $8.0 million increase in service revenue, which included $6.4 million from the sale of an ownership stake in the Safehaven series. The revenue recognized in connection with Strong Studios’ projects will vary from period to period and will depend on the timing of the monetization of the projects. Excluding the revenue related to Safehaven, total revenue during the first half of 2023 increased 15.5% over the prior year, and service revenue increased 39.4%.
The increase in revenue from products was primarily due to a $0.8 million increase in the sale of digital equipment and $0.3 million of higher sales of traditional cinema screens. We expect the upgrades from xenon to laser to accelerate throughout 2023 and continue for at least the next several years.
On the cinema services side, the primary driver of the revenue increase was from installation services, which increased $1.0 million from the prior year as we have increased the scope of our offerings to better support our customers and to increase market share in cinema services, including cinema screen installation work performed for certain of our customers.
| 29 |
Gross Profit
Gross profit was $9.5 million or 34.3% of revenues in the first half of 2023 compared to $4.3 million or 23.2% in the first half of 2022. Gross profit during the first half of 2023 included approximately $4.4 million from the sale of an ownership stake in Safehaven. Gross profit realized in connection with Strong Studios’ projects will vary from period to period and will depend on the timing of the monetization of the projects. Excluding the gross profit related to Safehaven, total gross profits during the first half of 2023 would have been 24.0% of revenue.
Gross profit from product sales was $3.8 million or 24.6% of revenues for the first half of 2023 compared to $3.7 million or 25.7% of revenues for the first half of 2022. The slight decrease in gross profit percentage from product sales resulted primarily from product mix as revenue from the sale of lower margin digital equipment grew at a slightly faster rate than our higher margin traditional cinema screens.
Gross profit from service revenue was $5.7 million or 46.7% of revenues for the first half of 2023 compared to $0.6 million or 14.7% of revenues for the first half of 2022. Gross profit percentage increased from the prior year due to the sale of an ownership stake in the Safehaven series. We expect margins on installation services to continue to improve as we continue to onboard and utilize our internal installation team.
Income from Operations
Income from operations was $0.5 million in the first half of 2023 compared to $0.3 million during the first half of 2022. We recorded approximately $1.2 million of costs in connection with the completion of the IPO and $4.0 million of production participation costs in connection with the sale of an ownership stake in the Safehaven series. In addition, selling and administrative expenses, marketing and travel and entertainment expenses were higher during the first half of 2023 as revenue and business activity increased, including the addition of Strong Studios, in the current period as compared to the prior year, which was offset by an increase in gross profit.
Other Financial Items
Total other expense of $0.4 million during the first half of 2023 primarily consisted of $0.3 million of foreign currency transaction adjustments and $0.1 million of interest expense. Total other income of $0.1 million during the second quarter of 2022 included $0.1 million of foreign currency transaction adjustments and $51,000 of interest expense.
Income tax expense was $0.1 million and $0.2 million during the first half of 2023 and 2022, respectively. Our income tax expense primarily consisted of income tax on our foreign earnings.
Liquidity and Capital Resources
During the past several years, we have primarily met our working capital and capital resource needs from our IPO, operating cash flows and credit facilities. Our primary cash requirements involve operating expenses, working capital, capital expenditures, and other general corporate activities. We ended the second quarter of 2023 with total cash and cash equivalents of $4.4 million compared to $3.6 million as of December 31, 2023.
In response to the COVID-19 pandemic and related closures of cinemas, theme parks and entertainment venues, we took decisive actions to conserve cash, reduce operating expenditures, delay capital expenditures, and manage working capital.
We believe that our existing sources of liquidity, including cash and cash equivalents, operating cash flow, credit facilities, receivables and other assets will be sufficient to meet our projected capital needs for at least the next twelve months. However, our ability to continue to meet our cash requirements will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flow from operations, our ability to manage costs and working capital successfully, any unforeseen disruptions of cinemas, theme parks and other entertainment venues (such as those experienced with COVID-19), and the continued availability of financing, if needed. We cannot provide any assurance that our assumptions used to estimate our liquidity requirements will remain accurate due to the variability and unpredictability of the current economic environment. In the event of a sustained market deterioration or declines in net sales or other events, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our Class A Voting Common Shares without par value (“Common Shares”) and opportunities for uses of any proceeds, engage in additional public or private offerings of equity or debt securities to increase our capital resources. However, financial and economic conditions could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all, and we cannot provide any assurance that we will be able to obtain any additional sources of financing or liquidity on acceptable terms, or at all. See Note [9] to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, for a description of our debt as of June 30, 2023.
| 30 |
Debt
Strong/MDI Installment Loans & Revolving Credit Facility
On June 7, 2021, Strong/MDI entered into a demand credit agreement (the “2021 Credit Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”), which amended and restated the demand credit agreement dated as of September 5, 2017. The 2021 Credit Agreement consisted of a revolving line of credit for up to CDN$2.0 million subject to a borrowing base requirement, a 20-year installment loan for up to CDN$5.1 million and a 5-year installment loan for up to CDN$0.5 million. These borrowings were due on demand by the lender. In January 2023, Strong/MDI entered into a demand credit agreement (the “2023 Credit Agreement”), which amended and restated the 2021 Credit Agreement. The 2023 Credit Agreement consists of a revolving line of credit for up to CAD$5.0 million and a 20-year installment loan for up to CAD$3.1 million. Under the 2023 Credit Agreement: (i) the amount outstanding under the line of credit is payable on demand and bears interest at the lender’s prime rate plus 1.0% and (ii) the amount outstanding under the installment loan bears interest at the lender’s prime rate plus 0.5% and is payable in monthly installments, including interest, over their respective borrowing periods. The lender may also demand repayment of the installment loan at any time. The 2023 Credit Agreement is secured by a lien on Strong/MDI’s Quebec, Canada facility and substantially all of Strong/MDI’s assets. The 2023 Credit Agreement requires Strong/MDI to maintain a ratio of liabilities to “effective equity” (tangible stockholders’ equity, less amounts receivable from affiliates and equity holdings) not exceeding 2.5 to 1 and a fixed charge coverage ratio of not less than 1.1 times earnings before interest, income taxes, depreciation and amortization. The borrowings under the revolving line of credit are due on demand by the lender and total $2.2 million, approximately $3.0 million CAD, as of June 30, 2023. In May 2023, Strong/MDI and CIBC entered into an amendment to the 2023 Credit Agreement which reduced the amount available under the revolving line of credit to CAD$3.4 million, and CIBC provided an undertaking to Strong/MDI to a release of CIBC’s security interest in certain assets transferred to a subsidiary in connection with transactions related to our initial public offering (the “IPO”).
Cash Flows from Operating Activities
Net cash used in operating activities was $0.6 million during the first half of 2023 compared to $2.0 million during the first half of 2022. Cash from operations increased due to improvements in working capital including the collection of accounts receivable and customer deposits, which was partially offset by higher payments to our vendors and for other accrued expenses.
Cash Flows from Investing Activities
Net cash used in investing activities was $0.4 million during the first half of 2023, which consisted of $0.3 million of capital expenditures and a $0.1 million outflow related to the acquisition of film and television programming rights. Net cash used in investing activities during the first half of 2022 was $0.5 million, which consisted of $0.2 million of capital expenditures and a $0.3 million outflow related to the acquisition of film and television programming rights.
Cash Flows from Financing Activities
Net cash provided by financing activities was $1.9 million during the first half of 2023, which primarily consisted of net proceeds of our IPO of $2.4 million and $2.2 million of net borrowings under the CIBC revolving line of credit, partially offset by $2.3 million transferred to FG Group Holdings and $0.4 million of principal payments on debt and finance leases. Net cash provided by financing activities was $0.9 million during the first half of 2022, consisting primarily of $1.1 million transferred from FG Group Holdings, partially offset by $0.2 million of principal payments on debt.
| 31 |
Use of Non-GAAP Measures
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, we disclose information regarding Adjusted EBITDA, which differs from the term EBITDA as it is commonly used. In addition to adjusting net income (loss) to exclude income taxes, interest, and depreciation and amortization, Adjusted EBITDA also excludes share-based compensation, impairment charges, severance, foreign currency transaction gains (losses), transactional gains and expenses, gains on insurance recoveries and other cash and non-cash charges and gains.
EBITDA and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating our operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of our operations that, when coupled with the GAAP results, provides a more complete understanding of our financial results.
EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (loss) or to net cash from operating activities as measures of operating results or liquidity. Our calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating our performance.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
We believe EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.
| 32 |
The following table sets forth reconciliations of net income under GAAP to EBITDA and Adjusted EBITDA (in thousands):
| Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net (loss) income | $ | (416 | ) | $ | 13 | $ | (40 | ) | $ | 206 | ||||||
| Interest expense, net | 62 | 27 | 118 | 51 | ||||||||||||
| Income tax expense | 90 | 109 | 144 | 184 | ||||||||||||
| Depreciation and amortization | 2,130 | 154 | 2,309 | 367 | ||||||||||||
| EBITDA | 1,866 | 303 | 2,531 | 808 | ||||||||||||
| Stock-based compensation expense | 748 | 33 | 766 | 72 | ||||||||||||
| IPO related expenses | 475 | - | 475 | - | ||||||||||||
| Foreign currency transaction loss (gain) | 426 | (206 | ) | 309 | (128 | ) | ||||||||||
| Adjusted EBITDA | $ | 3,515 | $ | 130 | $ | 4,081 | $ | 752 | ||||||||
Hedging and Trading Activities
Our primary exposure to foreign currency fluctuations pertains to our subsidiary in Canada. In certain instances, we may enter into a foreign exchange contract to manage a portion of this risk. We do not have any trading activities that include non-exchange traded contracts at fair value.
Seasonality
Generally, our revenue and earnings fluctuate moderately from quarter to quarter. As we increase our sales in our current markets, and as we expand into new markets in different geographies, it is possible we may experience different seasonality patterns in our business. As a result, the results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for an entire fiscal year.
Recently Issued Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements in conformity with U.S. generally accepted accounting principles, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and our historical experience.
Our accounting policies and estimates that are most critical to the presentation of our results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as our critical accounting policies.
Revenue Recognition
The Company accounts for revenue using the following steps:
| ● | Identify the contract, or contracts, with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the identified performance obligations; and | |
| ● | Recognize revenue when, or as, the Company satisfies the performance obligations. |
| 33 |
We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. We consider the sensitivity of the estimate, our relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. We typically do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.
We defer costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We did not have any deferred contract costs as of June 30, 2023 or December 31, 2022.
Film and Television Programming Rights
Commencing in March 2022, we began producing original productions and acquiring rights to films and television programming. Film and television programming rights include the unamortized costs of in-process or in-development content produced or acquired by us. Our capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. Film and television program rights are stated at the lower of amortized cost or estimated fair value. Fair value is determined using a discounted cash flow methodology with assumptions for cash flows. Key inputs employed in the discounted cash flow methodology include estimates of ultimate revenue (as defined below) and costs, as well as a discount rate. The discount rate utilized in the valuation is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with acquiring the film and television programming rights.
The costs of producing content are amortized using the individual-film-forecast method. These costs are amortized based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“Ultimate Revenue”) as of each reporting date to reflect the most current available information. Management’s judgment is required in estimating Ultimate Revenue and the costs to be incurred throughout the life of each film or television program. Amortization is adjusted when necessary to reflect increases or decreases in forecasted Ultimate Revenues.
| 34 |
For an episodic television series, the period over which Ultimate Revenues are 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. For films, Ultimate Revenue includes estimates over a period not to exceed ten years following the date of initial release.
Content assets are expected to be 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.
Due to the inherent uncertainties involved in making such estimates of Ultimate Revenues and expenses, these estimates may differ from actual results. In addition, in the normal course of our business, some films and titles will be more successful or less successful than anticipated. Management regularly reviews and revises, when necessary, its Ultimate Revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. An increase in the estimate of Ultimate Revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of Ultimate Revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically result in an impairment requiring a write-down of the film cost to the title’s fair value. We have not yet incurred any of these write-downs.
An impairment charge would be 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.
Cost Allocations
Our historical combined financial statements for periods prior to the IPO were prepared on a stand-alone basis in accordance with U.S. GAAP and are derived from FG Group Holdings’ consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributed to our operations and include allocations of expenses from FG Group Holdings. FG Group Holdings continues to provide certain services to us, and costs associated with these functions have been allocated to us in such prior period financial statements. The allocations include costs related to corporate services, such as executive management, information technology, legal, finance and accounting, human resources, tax, treasury, and other services. These costs were allocated on a basis of revenue, headcount or other measures we have determined as reasonable. Stock-based compensation includes expense attributable to our employees are also allocated from FG Group Holdings. These allocations are reflected within operating expenses in our consolidated statements of operations. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent company during the periods prior to the IPO or of the additional costs we incur as a stand-alone company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable as we are a “smaller reporting company” as defined by Item 229.10(f)(1) of Regulation S-K.
Item 4. Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and principal accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective at ensuring that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (the “SEC”)’s rules and forms.
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.
| 35 |
PART II. Other Information
Item 1. Legal Proceedings
In the ordinary course of our business operations, we are involved, from time to time, in certain legal disputes. FG Group Holdings is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to FG Group Holdings. In FG Group Holdings’ experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. FG Group Holdings has suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits. Under the FG Group Holdings Asset Purchase Agreement, we agreed to indemnify FG Group Holdings for future losses, if any related to current product liability or personal injury claims arising out of products sold or distributed in the U.S. by the operations of the businesses being transferred to us in the Separation, in an aggregate amount not to exceed $250,000 per year, as well as to indemnify FG Group Holdings for all expenses (including legal fees) related to the defense of such claims. As of June 30, 2023, we have a loss contingency reserve of approximately $0.2 million, which represents our estimate of our potential losses related to the settlement of open cases. During 2022 and the first half of 2023, FG Group Holdings settled three cases, which resulted in payments totaling $53,000. When appropriate, FG Group Holdings may settle additional claims in the future. We do not expect the resolution of these cases to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Item 1A. Risk Factors
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus as filed with the SEC on May 16, 2023 pursuant to Rule 424(b)(5) under the Securities Act, relating to our Registration Statement on Form S-1. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On November 9, 2021, we issued one Common Share to Strong/MDI. On May 18, 2023, in connection with the IPO, we issued 5,999,999 Common Shares and 100 Class B Limited Voting Shares without par value to Strong/MDI. On May 18, 2023, we also issued an aggregate of 143,823 Common Shares to our directors and officers and issued to the representative of the underwriters in our IPO (or its designees), warrants to purchase up to an aggregate of 50,000 Common Shares (5% of the Common Shares sold in the IPO). These warrants are exercisable at $5.00 per share, which represents 125% of the public offering price per share in the IPO. The warrants are exercisable at any time and from time to time, in whole or in part, commencing on November 13, 2023, 180-days from the effective date of the IPO registration statement, and expiring on May 15, 2028, five years following the effective date of such registration statement.
On May 26, 2023, we issued a warrant to Landmark Studio Group LLC to purchase up to 150,000 Common Shares, exercisable for three years beginning six months after May 18, 2023, at an exercise price of $4.00 per share.
The foregoing issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds from IPO of Common Shares
On October 26, 2021, our Registration Statement on Form S-1 (file No.: 333-264165) was declared effective by the SEC for our IPO of Common Shares. Our Common Shares began trading on NYSE American on May 16, 2023, and the IPO closed on May 18, 2023. In connection with our IPO, we issued and sold an aggregate of 1,000,000 Common Shares at a price of $4.00 per share. The Company also granted the underwriters a 45-day option to purchase up to 150,000 additional Common Shares of the Company on the same terms and conditions for the purpose of covering any over-allotments in connection with the IPO. On May 18, 2023, we also issued to the representative of the underwriters or its designees, warrants to purchase up to an aggregate of 50,000 Common Shares with the exercise price of $5.00 per share. Total net proceeds of approximately $1.4 million were raised from the IPO after deducting underwriting discounts and commissions and before offering costs. Estimated offering costs amounted to approximately $2.1 million.
| 36 |
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on May 16, 2023 pursuant to Rule 424(b).
Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of common stock we made during the quarter ended June 30, 2023. The table reflects shares withheld from employees to satisfy certain tax obligations due in connection with grants of stock under the 2023 Share Compensation Plan (the “Plan”). The Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose. The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | The Maximum Number of Shares That May Still be Purchased Under the Plans or Programs | ||||||||||||
| April 2023 | - | $ | - | - | - | |||||||||||
| May 2023 | 26,177 | 3.99 | 26,177 | - | ||||||||||||
| June 2023 | - | - | - | - | ||||||||||||
| Quarter Ended June 30, 2023 | 26,177 | $ | 3.99 | 26,177 | - | |||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Incorporated by Reference | ||||||||||
Exhibit Number |
Document Description | Form | Exhibit | Filing Date |
Filed Herewith | |||||
| 10.1 | Purchase Agreement dated June 30, 2023 between Safehaven 2022, Inc. and Screen Media Ventures, LLC. | X | ||||||||
| 10.2 | Second Amendment to Assignment and Attachment Agreement dated June 30, 2023 between Strong Studios, Inc. and Landmark Studio Group, LLC. | X | ||||||||
| 10.3 | Safehaven 2022, Inc. Stock Purchase Agreement between Strong Studios, Inc. and Unbounded Services LLC. | X | ||||||||
| 10.4 | Management Agreement between Strong Studios, Inc. and Ravenwood-Productions, LLC. | X | ||||||||
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer. | X | ||||||||
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer. | X | ||||||||
| 32.1 | 18 U.S.C. Section 1350 Certification of Chief Executive Officer. | X | ||||||||
| 32.2 | 18 U.S.C. Section 1350 Certification of Chief Financial Officer. | X | ||||||||
| 101 | The following materials from Strong Global Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (unaudited); (ii) the Condensed Consolidated Statements of Operations (unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Loss (unaudited); (iv) the Condensed Consolidated Statements of Stockholders’ Equity (unaudited); (v) the Condensed Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited). | X | ||||||||
| 104 | XBRL Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||||||
| 37 |
SIGNATURES
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 thereunto duly authorized.
| STRONG GLOBAL ENTERTAINMENT, INC. | ||||
| By: | /s/ MARK D. ROBERSON |
By: | /s/ TODD R. MAJOR | |
Mark D. Roberson Chief Executive Officer (Principal Executive Officer)
|
Todd R. Major Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
| Date: | August 14, 2023 | Date: | August 14, 2023 | |
| 38 |
Exhibit 10.1
PURCHASE AGREEMENT
This Purchase Agreement (the “Agreement”) is entered into as of June 30, 2023 between Safehaven 2022, Inc. (“SH2022”) and Screen Media Ventures, LLC (“SMV”) with respect to the episodic television series presently entitled “Safehaven” (the “Series”)
1. CONDITION PRECEDENT. The rights and obligations of the parties hereunder are conditioned upon and subject to:
(a) Each party’s full execution and delivery of this Agreement, Exhibit A and the Short Form Assignment, attached hereto and made a part hereof.
(b) A fully executed amendment to that certain Assignment and Attachment Agreement dated as of March 3, 2022, as amended, between SH 2022, Strong Studios, Inc. (“Strong”) on the one hand and Landmark Studio Group, LLC and Safehaven 2020, Inc. (individually and collectively “Landmark”);
(c) SH2022 and Ravenwood, LLC (“Ravenwood”) entering into a purchase agreement for certain rights in the Series (the “Ravenwood Agreement”);
(d) The full execution of an agreement between Bank of Hope (the “Bank”) and Ravenwood directing payment of the Purchase Price to the Bank (the “Payoff Letter”) and the receipt by the Bank of the Purchase Price;
(e) A fully executed termination agreement terminating that certain Interparty Agreement dated as of June 15, 2022 between SH2022, SMV and the Bank (the “Interparty Agreement”);
(f) The full execution of an amendment to the Memorandum of Agreement between Screen Media Ventures, LLC and Kevin V. Duncan and Kahiltna LLC dated September 15, 2022, in a form satisfactory to SMV.
(g) A fully executed termination agreement terminating that certain Interparty Agreement dated as of October 20, 2022 between Kevin V. Duncan and Kahiltna, LLC, Safehaven 2022, Inc. and Screen Media Ventures LLC.
2. PURCHASED RIGHTS. SMV hereby irrevocable sells, assigns, transfers and conveys to SH2022, its successors, licensees, and assigns, exclusively, in perpetuity and throughout the universe, all of SMV’s right, title and interest of every kind and nature whatsoever, in and to the Series, including, without limitation, all rights acquired by SMV pursuant to that certain distribution agreement between SMV on the one hand and Strong and SH2022 on the other hand, dated March 3, 2022, as amended (the “Distribution Agreement”). Notwithstanding anything construable to the contrary in this Agreement or any other agreement related to the Series, SH2022 and Strong acknowledge that all rights in the Series are subject to the existing Bank lien and the terms of that certain Loan and Security Agreement and all ancillary documents executed in connection therewith between Bank and SH2022.
3. CONSIDERATION. (a) The purchase price is $6,361,637.58 (the “Purchase Price”). The Purchase Price shall be satisfied in full by Ravenwood paying the Bank the Purchase Price pursuant to the Payoff Letter.
(b) Contingent Compensation: Upon Strong Studio Inc.’s receipt of $15,000,000 in gross receipts, SMV shall be paid an amount equal to five percent (5%) of the Net Proceeds (defined below) up to a maximum of $400,000.
| 1 |
(c) ‘‘Net Proceeds” shall be defined, computed and accounted for in accordance with the SH2022’s best definition of net proceeds, subject to good faith negotiation in accordance with customary industry and SH2022’s parameters in a most favored nations basis against other net proceeds participants (excluding financiers). SMV shall have all customary rights as a net proceeds participant pursuant to such definition, provided that SMV’s share of the Net Proceeds shall not be subject to any cross-collateralization with any other project or production.
4. DISTRIBUTION AGREEMENT TERMINATION AND RELEASE. The Distribution Agreement is terminated by operation of this Agreement, is of no further force or effect, and shall be deemed null and void. SH2022 and Strong on the one hand, and SMV on the other hand, hereby releases and discharges the other party from any obligations under the Distribution Agreement and each party’s rights and obligations under the Distribution Agreement are hereby released and terminated. Without limitation, SMV and its parent, affiliated and subsidiary companies, will have no further rights or obligations in or to the worldwide distribution of the Series.
5. SMV’S REPRESENTATIONS AND WARRANTIES. SMV represents and warrants that:
(a) SMV has the full right, power and authority to execute this Agreement and convey the rights granted herein.
(b) This Agreement constitutes a legal, valid and binding obligation of SMV enforceable against it in accordance with its terms thereof.
(c) SMV is not subject to any obligation or disability that will hinder or prevent the full completion and performance by SMV of all of the covenants, agreements, and conditions to be kept or performed by SMV hereunder.
(d) SMV has not made and shall not make, any grant, assignment or encumbrance in connection with the Series or take any action that will directly or indirectly conflict with or impair the complete and quiet enjoyment by SH2022 of the Series;
(e) To the best of its knowledge there are no adverse claim, pending or threatened litigation, arbitration, mediation or other adverse proceeding involving the Series.
6. INDEMNIFICATION.
(a) SMV shall defend, indemnify and hold SH2022 and its parents, affiliates, subsidiaries, directors, officers, agents, employees, licensees, successors, and assigns (collectively, “SH2022 Indemnitees”) harmless from and against any third party claims, charges, damages, costs, expenses (including reasonable outside attorneys’ and accountant’s fees and disbursements), judgments, settlements, penalties, liabilities or losses of any kind or nature whatsoever (collectively, “Expenses”) arising out of or resulting from any breach of any of SMV’s warranties, representations or undertakings under any provision of this Agreement.
| 2 |
(b) SH2022 shall defend, indemnify and hold SMV and its parents, affiliates, subsidiaries, directors, officers, agents, employees, licensees, successors, and assigns (collectively, “SMV Indemnitees”) harmless from and against any and all Expenses arising out of or resulting from any breach by SH2022 of its obligations contained herein or by reason of or resulting from any breach of any of SH2022’s warranties, representations or undertakings under any provision of this Agreement.
(c) If either a SMV Indemnitee or a SH2022 Indemnitee is entitled to indemnification hereunder (an “Indemnitee”), the Indemnitee will give the indemnifying party (“Indemnitor”) prompt written notice of the applicable claim (but any delay in notification will not relieve Indemnitor of its indemnification obligations under this Agreement except to the extent that such delay materially impairs Indemnitor’s ability to defend such claim). The Indemnitee will cooperate reasonably with Indemnitor and provide all information and assistance as Indemnitor may reasonably require in connection with the defense and settlement of such claim. Indemnitor will, at its own expense, control the defense and settlement of such claim, but Indemnitor may not, without the prior written approval of Indemnitee, enter into or acquiesce to any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any of the Indemnitee. In addition, the Indemnitee will have the right to participate, at their own expense and with counsel of their own choosing, in the defense of any claim, in which case Indemnitee will cooperate reasonably with the Indemnitor and provide all information and assistance as the Indemnitor may reasonably require in connection with the defense and settlement of such claim.
7. FURTHER INSTRUMENTS. The parties hereto agree to sign and/or deliver to each other such further instruments as may reasonably be required to carry out or effectuate the purposes and intent of this Agreement.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. SMV shall not assign this Agreement without the prior written consent of SH2022. Notwithstanding the foregoing, SMV may assign its rights to payment(s) to any third party without the consent of SH2022. SMV may also assign this Agreement to any entity controlling, controlled by or under common control with SMV; to a successor-in-interest in the event of a corporate reorganization, merger, or sale of all or substantially all of SMVs, equity securities, assets or business related to the subject matter of this Agreement without the prior approval of SH2022 provided that SMV shall provide written notice of such assignment to the SH2022 as soon as is reasonably practicable (e.g., without violating any contractual confidentiality obligations); and provided, further, that any such assignee assumes all obligations of SMV in this Agreement in full and in writing..
9. NO INJUNCTIVE RELIEF BY SMV. SMV’s sole and exclusive remedy for SH2022’s breach of this Agreement, or any term hereof, shall be limited to the right to recover monetary damages, if any, in one or more arbitration proceedings under Paragraph 11 hereof, and SMV irrevocably waives its right to seek and/or obtain rescission, reformation, injunctive or any other form of equitable relief.
10. NOTICES. All notices, payments and statements which either party is required, or may desire, to give to the other shall be given by addressing the same to the other at the address set forth below or at such other addresses as may be designated in writing by such party. All such notices shall be given by email during normal business hours (followed by a hard copy thereof by mail), personal delivery, or by mailing (by postpaid, certified or registered mail) to the appropriate parties at the addresses set forth below. The effective date of said notices shall be the date of personal delivery or e-mailing thereof, or two (2) days after the postmark date if mailed in the United States and five (5) days if mailed outside the United States.
| 3 |
| To SH2022: | c/o STRONG STUDIOS, INC. | |
| 5906 Fairview Road, Suite 275 | ||
| Charlotte, NC 28210 | ||
| Attention: Mark Roberson, CEO, and David Ozer its President. | ||
| To SMV: | Screen Media Ventures, LLC | |
| P.O. Box 700 | ||
| Cos Cob, CT 06807 | ||
| Attention: Legal & Business Affairs | ||
| Email: business_affairs@chickensoupforthesoul.com | ||
| Telephone: 203-861-4000 |
11. GOVERNING LAW/DISPUTE RESOLUTION. All controversies, claims or disputes between the parties to this Agreement arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as set forth in Paragraphs 11(b), below, shall be resolved according to the procedures set forth in Paragraph 11(a) which shall constitute the sole dispute resolution mechanism hereunder:
(a) Arbitration: All Disputes shall be submitted to final and binding arbitration. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under USD$250,000) or the JAMS Comprehensive (for claims over USD$250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the New York office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in New York, New York before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow New York law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any New York state or federal court with experience in matters involving the entertainment industry. Judgment upon the award may be entered in any court of competent jurisdiction. The parties shall be responsible for payment of their own attorneys’ fees in connection with any proceedings under this Paragraph 11(a). In connection with any proceeding under this provision, the parties agree to take reasonable efforts, consistent with all applicable laws, rules and regulations, to preserve the confidentiality of information, documents, testimony and proceedings that relate to the arbitration and the Dispute.
(b) Other Matters: Notwithstanding anything to the contrary contained herein, SH2022’s right to seek equitable relief may be heard in a court (State or Federal) located in New York County, New York. Neither party will contest the venue as inconvenient or improper, and the parties hereto consent to such venue.
| 4 |
12. ENTIRE AGREEMENT. This Agreement and any attachments hereto contain the entire understanding of the parties hereto and replaces any and all former agreements, understandings and representations, and contains all of the terms, conditions, understandings and promises of the parties hereto, relating in any way to the subject hereof. This Agreement may not be modified except by a document signed by both parties.
13. RELATIONSHIP. This Agreement shall not constitute a joint venture or a partnership of any kind between the parties hereto. There are no third party beneficiaries to this Agreement.
14. COUNTERPARTS. This Agreement may be signed in two or more counterparts, each of which will be deemed original and all of which together shall constitute one and the same agreement. Signatures delivered via facsimile or electronically via PDF, TIFF, JPEG, or the like shall have the same legal effect as original signatures.
15. PUBLICITY/PRESS RELEASES. All publicity, paid advertisements, press notices, interviews and other information with respect to the Series shall be under SH2022’s sole control and SMVand their respective affiliates, and subsidiaries shall not issue any publicity releases, public relations materials, advertisements or public statements concerning this Agreement or the Series, without SH2022’s prior written approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
| SAFEHAVEN 2022, INC. | SCREEN MEDIA VENTURES, LLC | ||
| /s/ David Ozer | /s/ Dave Fannon | ||
| David Ozer | Name: | Dave Fannon | |
| President | Title: | President | |
| In so far as it pertains to: | |||
| STRONG STUDIOS, INC. | |||
| /s/ David Ozer | |||
| David Ozer | |||
| President | |||
| 5 |
EXHIBIT “A”
SHORT FORM ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Screen Media Ventures, LLC (“SMV”) in accordance with and subject to the terms and conditions of this Purchase Agreement dated as of June 30, 2023 (the “Agreement”), does hereby irrevocably and exclusively assign, transfer and convey to SH2022, Inc. (“SH2022”), its successors and assigns forever, all of SMV’s present and future right, title and interest in and to the Series entitled “Safehaven”, including without limitation, the right to copy, display and distribute the Series throughout the universe.
This Short Form Assignment is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between the terms of this Short Form Assignment and the terms of the Agreement, the Agreement shall control.
IN WITNESS WHEREOF, this document as executed on June 30, 2023.
| SCREEN MEDIA VENTURES, LLC | ||
| By: | /s/ Dave Fannon | |
| Its: | President | |
| Date: | June 30, 2023 | |
Exhibit 10.2
Strong Studios, Inc.
5906 Fairview Road, Suite 275
Charlotte, NC 28210
| June 30, 2023 |
Screen Media Ventures, LLC
800 Third Avenue
New York, NY 10022
Attention: David Fannon and William J. Rouhana, Jr.
Landmark Studio Group, LLC
P.O. Box 700
Cos Cob, CT 06807
Attention: David Ellender and William J. Rouhana, Jr.
Safehaven 2020, Inc.
P.O. Box 700
Cos Cob, CT 06807
Attention: David Ellender and William J. Rouhana, Jr.
| Re: | Safehaven/ 2nd Amendment to Assignment Agreement |
Dear David and David:
Reference is made to the original episodic television series currently entitled “Safehaven” (the “Safehaven Series”) and to the following agreements:
(A) The fully executed Distribution Agreement dated March 3, 2022 between Screen Media Ventures, LLC (“Screen Media”) and Strong Studios, Inc. (“Strong”), amended as of May 20, 2022, which amendment, among other things, added “Safehaven 2022, Inc. (“SH2022”) as a party, and as further amended as of October 25, 2022, which amendment, among other things, increased the Advance to Seven Million Dollars (“Safehaven Distribution Agreement”);
(B) The fully executed Assignment & Attachment Agreement dated March 3, 2022 between Landmark Studio Group LLC (“LSG”), as amended by that certain “Safehaven Amendment to Assignment Agreement” effective as of March 3, 2022, which amendment, among other things, added Safehaven 2020, Inc. (a wholly-owned subsidiary of LSG) as a party, and as further amended by that certain “Flagrant/Amendment and Termination Letter” dated as of January 13, 2023 (the “Assignment and Attachment Agreement”); and
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows:
1. The parties acknowledge that the Safehaven Distribution Agreement is terminated by that certain Purchase Agreement dated as of June 30, 2023 between SH2022 and SMV, is of no further force or effect, and is deemed null and void. For further clarity SMV, including all related companies, affiliates, subsidiaries, and parent companies shall have no further rights under the Safehaven Distribution Agreement or with respect to the Safehaven Series or any derivatives or spinoffs thereof.
2. The Assignment & Attachment Agreement is hereby amended as follows: Paragraphs 3 (LSG Attachment), 5 (Distribution Agreements), 6 (Reversion) and the Guaranty by Ballantyne Strong, Inc. are hereby deleted in their entirety. Except as modified herein the Assignment & Attachment Agreement shall remain in full force and effect.
3. Each of the parties represent and warrants that it has the right to enter into this Agreement.
4. This agreement may be signed in counterparts and by electronic means.
Please confirm your agreement to the foregoing by executing this Agreement in the spaces provided below.
SIGNATURE PAGE TO FOLLOW
| ACCEPTED & AGREED: | |||
| STRONG STUDIOS, INC. | |||
| /s/ David Ozer | |||
| David Ozer | |||
| President | |||
| SAFEHAVEN 2022, INC. | LANDMARK STUDIO GROUP, LLC | ||
| /s/ David Ozer | /s/ David Ellender | ||
| David Ozer | Name: | David Ellender | |
| President | Title: | CEO | |
| SAFEHAVEN 2020, LLC | |||
| /s/ William J. Rouhana, Jr | |||
| Name: | William J. Rouhana, Jr. | ||
| Title: | CEO | ||
| In so far as it pertains to Section 1 above: | |||
| SCREEN MEDIA VENTURES, LLC | |||
| /s/ Dave Fannon. | |||
| Name: | Dave Fannon | ||
| Title: | President | ||
Exhibit 10.3
SAFEHAVEN 2022, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 23, 2023, by and between Strong Studios, Inc., a Delaware corporation (the “Purchaser”), and Unbounded Services LLC, a Delaware limited liability company (“Seller”).
1. Purchase of Shares.
1.1 Purchase. For good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Purchaser hereby purchases, and the Seller hereby sells to Purchaser, Five Hundred Ten (510) shares (the “Shares”) of the common stock of Safehaven 2022, Inc., a Delaware corporation, (the “Company”) constituting all of Seller’s interest in the Company.
2. Securities Law Compliance.
2.1 Exemption From Registration. Purchaser acknowledges that the sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or registered or qualified under applicable state securities laws in reliance upon certain exemptions from such registration and qualification. Purchaser further acknowledges that the Shares must be held indefinitely and may not be resold, transferred or otherwise disposed of without registration under the 1933 Act and registration or qualification under applicable state securities laws or an opinion of counsel, in form and substance satisfactory to the Company, that such registration and qualification is not required.
2.2 Investment Representations. In connection with the purchase of the Shares, Purchaser represents to the Company as follows:
(a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s own account and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the 1933 Act or under any applicable state securities laws. Purchaser does not have any present intention to transfer the Shares to any other party. Purchaser understands that the exemption from registration under the 1933 Act for the issuance of the Shares depends in part upon the bona fide nature of Purchaser’s investment intent as expressed in this Agreement.
(b) Purchaser understands that the Shares are “restricted securities” under federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares indefinitely unless they are registered and qualified under such laws or an exemption from such registration and qualification is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. Purchaser further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on certain requirements, including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company, which are outside of Purchaser’s control and which the Company is under no obligation, and may not be able, to satisfy.
3. Miscellaneous.
3.1 Legends. The stock certificates for the Shares shall be endorsed with any legends that may be required by federal or state securities or other applicable laws.
3.2 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement and understanding between the parties hereto with regard to the subject matter hereof and supersedes all prior discussions and agreements (whether oral or written) between the parties with respect thereto. No amendments or waivers to this Agreement will be effective unless in writing and signed by the party against whom such amendment or waiver is to be enforced.
3.3 Governing Law. This Agreement will be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws.
3.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument.
3.5 Facsimile and Electronic Signatures. This Agreement may be executed and delivered by facsimile or electronic transmission, and upon such delivery, the facsimile or electronic transmission shall have the same effect as if an original signature had been delivered to the other party.
[remainder of this page left intentionally blank]
| 2 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first indicated above.
| PURCHASER: | ||||
| STRONG STUDIO, INC., a Delaware corporation | ||||
| By | /s/ David Ozer | |||
| Name: | David Ozer | |||
| Title: | Chief Executive Officer | |||
| SELLER: | ||||
| UNBOUNDED SERVICES LLC, a Delaware limited liability company | ||||
| By | /s/ Matt Harton | |||
| Name: | Matt Harton | |||
| Title: | President | |||
| In so far as it pertains to: | ||||
| COMPANY: | ||||
| SAFEHAVEN 2022, INC., a Delaware corporation | ||||
| By | /s/ David Ozer | |||
| Name: | David Ozer | |||
| Title: | Director | |||
| 3 |
Exhibit 10.4
This agreement (the “Agreement”) is dated as of June 30, 2023 between Safehaven 2022, Inc. (“SH2022”) and Strong Studios, Inc. (“Strong”) on the one hand, and Ravenwood-Productions, LLC (“Ravenwood”) on the other hand.
WHEREAS, SH2022 entered into a Loan and Security Agreement dated as of June 15, 2022, amended as of October 24, 2022 (the “Loan Agreement”) with Bank of Hope (the “Bank”) with respect to a loan (the “Loan”) the proceeds of which were used to a portion of the financing of the television series Safehaven (the “Series”);
WHEREAS, SH2022, successor in interest to Strong, entered into a distribution agreement dated as of March 3, 2022, amended on May 20, 2022 (the “Distribution Agreement”) with Screen Media Ventures (“SMV”);
WHEREAS, Strong entered into an Assignment and Attachment Agreement dated as of March 3, 2022 (the “Landmark Agreement”) with Landmark Studio Group, LLC (“Landmark”);
WHEREAS, SH2022 wishes to purchase the distribution rights in the Series from SMV and terminate the Distribution Agreement;
WHEREAS, Strong and Landmark wish to amend the Landmark Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:
1. Conditions Precedent. The parties’ obligations are subject to the satisfaction of the following conditions precedent: (i) SH2022 and SMV entering into an agreement acceptable to Ravenwood terminating and/or purchasing all of SMV’s rights to distribute the Series; (ii) Strong and Landmark entering into an agreement acceptable to Ravenwood terminating all interests held by Landmark and its parent, affiliated and subsidiary companies in the Series; (iii) SH2022 and Ravenwood entering into an agreement with the Bank consenting to the termination of the Distribution Agreement, the termination of the Interparty Agreement between SH2022, the Bank and SMV dated as of June 15, 2022, and the assumption of Ravenwood of certain obligations to pay part of the Loan as described in paragraph 2 herein (the “Payoff Letter”); (iv) Kevin V. Duncan (“Duncan”) and Kahiltna, LLC (“Kahiltna”) and SMV entering into an agreement to terminate the Memorandum of Agreement dated September 15, 2022 between Duncan and Kahiltna and SMV; (v) Duncan and Kahiltna, SH2022 and SMV entering into an agreement to terminate the Interparty Agreement between Duncan and Kahiltna, SH2022 and SMV dated as of October 20, 2022, (vi) the adoption of meeting minutes of SH2022 appointing Duncan as Treasurer, with observance of all necessary formalities; and (vii) the full execution of this Agreement by the parties hereto.
| Page 1 of 8 |
2. Ravenwood Minimum Guarantee Payment. Ravenwood will promptly advance the amount due to the Bank in respect of the minimum guarantee under the Distribution Agreement, which as of July 3, 2023 is Six Million Three Hundred and Sixty-Six Thousand Sixty-Two Dollars and One Cent ($6,366,062.01) and a per diem rate of One Thousand Four Hundred Seventy Four United States Dollars and Eighty Eight Cents (US$1,474.88) for each day after July 3, 2023 up to July 10, 2023, at which time the Bank reserves the right to change the foregoing amounts (the “MG Payment”), plus the legal fees incurred by the Bank, which are $7,000, on the later of June 30, 2023, the complete execution of this Agreement, and the satisfaction of the Conditions Precedent in Section 1. In the event the MG Payment is not made on June 30, 2023, the MG Payment will increase by an amount determined by the Bank. Ravenwood shall receive simple interest at the rate of twelve percent (12%) per annum on the amount of the MG Payment advanced by Ravenwood until said amount has been repaid in full.
3. Sales Agent Agreement. SH2022, Strong and Ravenwood will enter into a sales agent agreement (the “Sales Agent Agreement”) with William Morris Endeavor Agency (“WME”) to represent and sell the Series. All agreements for the sale and/or license of the Series shall be collectively referred to herein as the “New License Agreement”.
4. New License Agreement. (a) SH2022, Strong, and Ravenwood shall enter into the New License Agreement, provided, that all key business decisions, including, without limitation, sales price, term, territory, distribution fees and distribution expenses shall be mutually agreed between SH2022 and Ravenwood.
(b) SH2022 shall be primarily responsible for administering the New License Agreement and all Gross Receipts (defined below) with respect to the Series, provided, however, that Strong and Ravenwood shall hire a mutually agreed production accountant to oversee the accounting and payment of residuals, deferred fees, and participations. Duncan shall be appointed Treasurer of SH2022 and shall be the primary contact for the production accountant. The disposition of Gross Receipts shall be made in accordance with this Agreement, and shall require the signature of two officers of SH2022, one being Duncan and the other an officer appointed by Strong.
(c) In the event a third party buyer or licensee requires or requests additional delivery materials (EPK, publicity stills, etc.), Strong and Ravenwood agree to evenly split any costs and/or expenses associated with any such requirements or requests.
5. Management Commissions. Ravenwood will be paid a management commission of twenty percent (20%) of the Net Sales Price of the Series (the “Ravenwood Commission”). Strong will be paid a management commission of seven percent (7%) of the Net Sales Price of the Series (the “Strong Commission”). “Net Sales Price of the Series” as used herein shall mean the gross sales price and/or advance received by SH2022 and/or Strong for the sale and/or license of the Series pursuant to the New License Agreement procured under the Sales Agent Agreement less the sales commission and costs payable to WME under the Sales Agent Agreement (the “WME Commission”), and the actual out of pocket costs incurred in connection with negotiating and entering into the Sales Agreement and the New License Agreement.
| Page 2 of 8 |
6. Distribution of Gross Receipts. “Gross Receipts” shall be defined as all cash, revenues, funds and receipts, but specifically excluding all tax incentives and rebates (“Tax Incentives”), received by SH2022 in connection with the Series. All Tax Incentives remaining after payment to the Bank, if any, shall be distributed to pay down the production advances made by Kahiltna and Strong referenced in paragraph 6(d) below, on a pro-rata basis. All Gross Receipts, including but not limited to, the Net Sales Price of the Series and all subsequent proceeds payable under the New License Agreement, shall be distributed as follows:
(a) first, to pay the Bank and discharge the Loan, it being acknowledged by the parties that the Bank is in first position until the Loan is paid in full in accordance with the Loan Agreement; , then;
(b) to repay the Ravenwood advance to the Bank in amount equal to the MG Payment plus accrued interest as provided herein until fully repaid, then;
(c) to pay the Ravenwood Commission and the Strong Commission on a pro rata basis, then;
(d) to repay the production advance made by Kahiltna in the amount of $585,000 and the production advance made by Strong in the amount of $710,000, on a pro rata basis, plus simple interest calculated at the rate of twelve percent (12%) per annum from the date made, then;
(e) to pay producer fee deferrals, on a pro rata basis, to: (i) 451 Media Group in the amount of $25,000, LLC; (ii) High Park Entertainment 20/20, Inc. in the amount of $25,000; (iii) Kahiltna in the amount of $50,000; (iv) Stan Spry in the amount of $62,500; (v) Unbounded Media Corporation in the amount of $75,000; and (vi) Strong in the amount of $125,000, then;
(f) to pay the remaining amounts to the following participants in the following percentages: Ravenwood: 35.5%; Strong: 32.5%; Kevin Duncan: 9.5%; James Seale: 7.5%; Cartel: 5%; Unbounded Media Corporation: 5%; 451 Media Group: 2.5%; Brad Turner: 1.5% and High Park Entertainment 20/20, Inc.: 1%.
(g) Notwithstanding anything to the contrary contained in this Agreement, the parties shall authorize the production accountant to pay residuals and guild payments when such payments are due under the relevant guild agreements and any such payments shall take priority over all other payments hereunder.
(h) For avoidance of doubt, the additional 5% of Net Proceeds payable to SMV pursuant to paragraph 3(b) of the Purchase Agreement dated June 30, 2023 between SH2022 and SMV shall be paid out of Strong’s 32.5% participation as referenced in paragraph 6(f), above, and shall not be deducted from the amounts payable to any other participant.
7. Ownership of the Series. (a) SH2022 hereby conveys to Ravenwood an undivided seventy-five percent (75%) interest in all rights in and to the Series, including, without limitation, the copyright therein, the right to distribute and promote the Series, prequels, sequels, spinoffs and derivatives thereof, and all rights ancillary thereto (the “Series IP”) retaining twenty-five percent (25%) for itself. The foregoing grant in the Series IP shall be subject to the agreements made in connection with the development and production of the first season of the Series (the “Series Agreements”), including, without limitation, that certain Option Purchase Agreement between Prospector Pictures, LLC and Kahiltna on the one hand, and Landmark, as predecessor in interest to SH2022 on the other hand dated September 11, 2019, as amended. The parties acknowledge that ownership of the Series IP is subject to the lien of the Bank.
| Page 3 of 8 |
(b) All decisions with respect to the Series and the Series IP shall be made jointly by the parties. Without limiting the generality of the foregoing, neither party shall enter into any agreements with respect to the Series IP without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, provided that the parties shall act at all times in good faith and in a manner that will not frustrate the intent of this Agreement. In the event either party wishes to sell its undivided interest in the Series IP, it shall first offer it to the other party. If the parties cannot enter into an agreement for the Series IP within thirty (30) days, the selling party may solicit offers from third parties, provided, that prior to selling the Series IP to a third party, it shall offer the non-selling party the right to purchase the Series IP on the same terms and conditions offered by the third party. If the parties cannot agree on a valuation for the interest to be sold, each party shall select an independent appraiser, and these two appraisers shall select a third appraiser, each of which shall prepare a valuation report within 30 days from the date of their respective appointment. The value of the interest to be sold shall be calculated by taking the average of the two valuations that most closely approximate each other and disregarding the most divergent valuation.
(c) Strong and SH2022 represent and warrant that, except with respect to the outstanding obligations listed in Schedule A attached hereto and made a part hereof, to the best of their knowledge there are no outstanding invoices, debts, claims, deferred compensation, gross receipts participations, modified adjusted gross receipts participations or other profit participations, whether or not similar, or other obligations with respect to the production of the Series.
(d) Strong and SH2022 represent and warrant that, to the best of their knowledge and subject to the Series Agreements, with respect to the Series IP, (i) none of the rights herein granted and assigned to Ravenwood have been granted and/or assigned to any other person, firm or corporation; (ii) that no material contained in the Series IP, but specifically excluding all of the underlying literary material, is libelous or violative of the right of privacy of any person; (iii) that the full utilization of any and all rights in and to the Series IP will not violate the rights of any person, firm or corporation; (iv) that SH2022 is the exclusive proprietor, throughout the universe, of all rights in and to the Series IP; (v) that neither Strong nor SH2022 have assigned, licensed or in any manner encumbered, diminished or impaired any such rights in the Series IP; (vii) that neither Strong nor SH2022 has committed or omitted to perform any act by which such rights could or will be encumbered, diminished or impaired; (viii) that there are no outstanding claims or litigation pending against or involving the title, ownership and/or copyright in the Series IP, or in any part thereof, or in any rights granted herein to Ravenwood; and (ix) that no attempt shall be made hereafter to encumber, diminish or impair any of the rights granted herein.
(e) Strong and SH2022 represent and warrant that SH2022 is in good standing in the state of its formation and in all states in which it is registered or qualified to do business.
| Page 4 of 8 |
(f) Strong and SH2022 shall defend, indemnify and hold Ravenwood, Duncan and Kahiltna and their respective parents, affiliates, subsidiaries, owners, directors, officers, agents, employees, licensees, successors, and assigns harmless from and against any third party claims, charges, damages, costs, expenses (including reasonable outside attorneys’ and accountant’s fees and disbursements), judgments, settlements, penalties, liabilities or losses of any kind or nature whatsoever arising out of or resulting from any breach of any of Strong’s and/or SH2022’s warranties, representations or undertakings under any provision of this Agreement.
8. Publicity. Neither party shall issue or authorize the issuance of any publicity, or give any statement or interview, with respect to the Series, this Agreement, the commitments made hereunder or any other matter referred to herein without first obtaining the other party’s written consent. Nothing contained herein shall limit Strong from disclosing this agreement in accordance with its obligations as a publicly traded company or any party from confirming the existence of the Series or its involvement therein.
9. No Injunctive Relief. If either party breaches this Agreement, the non-breaching party shall be limited to an action at law to recover money damages, if any, and shall not have the right to terminate or rescind this Agreement or to in any way enjoin or restrain the production, distribution, advertising, marketing or exploitation of the Series or the Series IP.
10. Dispute Resolution. This Agreement is governed by the laws of the State of Colorado , applicable to contracts entered into and wholly performed in the State of Colorado, without reference to conflict of laws principles.
11. Notices. All notices, accountings, statements and other documents to be given hereunder, and all approvals required to be given hereunder in writing, shall be given by one party to each of the other parties either by personal delivery or by mail (postage prepaid), and shall be addressed as follows:
| To Ravenwood: | 885 South Milwaukee Street |
| Denver, CO 80209 | |
| With copy to: | |
| Dorothy Richardson | |
| Law Offices of Dorothy B. Richardson | |
| 6303 Owensmouth Avenue, 10th Floor | |
| Woodland Hills, CA 91367 | |
| To SH 2022/Strong: | |
| 5906 Fairview Avenue, Suite 275 | |
| Charlotte, NC 28210 |
| Page 5 of 8 |
| With copy to: | |
| Ralph G. De Palma, Esq., P.C. | |
| c/o Pryor Cashman, LLP | |
| 7 Times Square, 40th floor | |
| New York, NY 10036 |
or such other address as may be subsequently designated in writing by any party. Notices shall be deemed to have been duly given or made (a) if delivered personally by courier or otherwise to a party, then as of the date delivered or if delivery is refused, then as of the date presented; (b) if sent or mailed by Federal Express, Express Mail or other overnight mail service to a party or if sent via certified or registered mail to a party, return receipt requested, then as of the date delivered or if delivery is refused, then as of the date presented; (c) if sent via the United States mail to a party, return receipt requested, then as of the date delivered or if delivery is refused, then as of the date presented.
12. Severability. If any provision of this Agreement, or the application thereof, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
13. Counterparts. This Agreement may be executed in multiple counterparts and by electronic signatures, each one of which shall constitute an original executed copy of this Agreement.
14. Entire Agreement. This agreement constitutes a fully binding agreement and is the entire agreement between the parties with respect to the subject matter hereof, superseding all prior agreements, whether written of oral.
15. Modification. This Agreement may not be modified except in a writing signed by the parties.
16. Waiver. No waiver by either party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Assignment. Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either party may assign this Agreement to a wholly-owned subsidiary, affiliate, owner, or parent company, or by consolidation, merger, or to a purchaser of all or substantially all of the party’s assets. It is understood and agreed that it is the intention of SH2022 to assign all or a part of its rights to Strong following repayment and release of the Loan, and no notice shall be necessary. No assignment shall relieve the assigning party of any of its obligations hereunder, and all such obligations shall be deemed obligations of any successor-in-interest and of the assigning party severally and jointly. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
| Page 6 of 8 |
18. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
| ACCEPTED & AGREED: | ||||
| SAFEHAVEN 2022, INC. | RAVENWOOD-PRODUCTIONS, LLC | |||
| /s/ David Ozer | /s/ Kevin V. Duncan | |||
| Name: | David Ozer | Name: | Kevin V. Duncan | |
| Title: | President | Title: | Managing Member | |
| Date: | 7/7/2023 | Date: | July 7, 2023 | |
| STRONG STUDIOS, INC. | ||||
| /s/ David Ozer | ||||
| Name: | David Ozer | |||
| Title: | President | |||
| Date: | 7/7/2023 | |||
| Page 7 of 8 |
Schedule A
Cost Report
| Page 8 of 8 |
Exhibit 31.1
CERTIFICATION
I, Mark D. Roberson, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2023 of Strong Global 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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. |
| By: | /s/ MARK D. ROBERSON | |
| Mark D. Roberson | ||
| Chief Executive Officer | ||
| August 14, 2023 |
Exhibit 31.2
CERTIFICATION
I, Todd R. Major, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2023 of Strong Global 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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. |
| By: | /s/ TODD R. MAJOR | |
| Todd R. Major | ||
| Chief Financial Officer |
August 14, 2023
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, Mark D. Roberson, Chief Executive Officer of Strong Global Entertainment, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Report”).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge 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 operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 14th day of August 2023.
| /s/ MARK D. ROBERSON | |
| Mark D. Roberson | |
| Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to Strong Global Entertainment, Inc. and will be retained by Strong Global Entertainment, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, Todd R. Major, Chief Financial Officer of Strong Global Entertainment, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Report”).
The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge 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 operations of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 14th day of August 2023.
| /s/ TODD R. MAJOR | |
| Todd R. Major | |
| Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to Strong Global Entertainment, Inc. and will be retained by Strong Global Entertainment, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ / shares in Thousands, $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Doubtful accounts receivable | $ 250 | $ 409 |
| Preferred stock, par value | $ 0 | $ 0 |
| Preferred stock, shares authorized | 150,000 | 150,000 |
| Common stock, shares issued | 7,144 | |
| Common stock, shares outstanding | 7,144 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Total net revenues | $ 17,839 | $ 8,823 | $ 27,790 | $ 18,543 |
| Total cost of revenues | 10,630 | 6,724 | 18,260 | 14,239 |
| Gross profit | 7,209 | 2,099 | 9,530 | 4,304 |
| Selling and administrative expenses: | ||||
| Selling | 618 | 684 | 1,151 | 1,225 |
| Administrative | 6,414 | 1,475 | 7,845 | 2,770 |
| Total selling and administrative expenses | 7,032 | 2,159 | 8,996 | 3,995 |
| Gain on disposal of assets | 1 | |||
| Income (loss) from operations | 177 | (60) | 535 | 309 |
| Other (expense) income: | ||||
| Interest expense, net | (62) | (27) | (118) | (51) |
| Foreign currency transaction (loss) gain | (426) | 206 | (309) | 128 |
| Other income, net | (15) | 3 | (4) | 4 |
| Total other (expense) income | (503) | 182 | (431) | 81 |
| (Loss) income before income taxes | (326) | 122 | 104 | 390 |
| Income tax expense | (90) | (109) | (144) | (184) |
| Net (loss) income | $ (416) | $ 13 | $ (40) | $ 206 |
| Net income per share | ||||
| Basic | $ (0.06) | $ 0.00 | $ (0.01) | $ 0.03 |
| Diluted | $ (0.06) | $ 0.00 | $ (0.01) | $ 0.03 |
| Weighted-average shares used in computing net loss per share: | ||||
| Basic | 6,553 | 6,000 | 6,278 | 6,000 |
| Diluted | 6,553 | 6,000 | 6,278 | 6,000 |
| Net (loss) income | $ (416) | $ 13 | $ (40) | $ 206 |
| Currency translation adjustment: | ||||
| Unrealized net change arising during period | (180) | (731) | (252) | (553) |
| Total other comprehensive loss | (180) | (731) | (252) | (553) |
| Comprehensive loss | (596) | (718) | (292) | (347) |
| Product [Member] | ||||
| Total net revenues | 8,411 | 6,683 | 15,615 | 14,386 |
| Total cost of revenues | 6,305 | 4,834 | 11,770 | 10,692 |
| Service [Member] | ||||
| Total net revenues | 9,428 | 2,140 | 12,175 | 4,157 |
| Total cost of revenues | $ 4,325 | $ 1,890 | $ 6,490 | $ 3,547 |
Nature of Operations |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of Operations | 1. Nature of Operations
Strong Global Entertainment (“Strong Global Entertainment,” or the “Company”) is a leader in the entertainment industry providing mission critical products and services to cinema exhibitors and entertainment venues for over 90 years. The Company is s a holding company and conducts business through its wholly-owned operating subsidiaries: Strong/MDI Screen Systems, Inc. (“Strong/MDI”) is a leading premium screen and projection coatings supplier in the world;, Strong Technical Services, Inc. (“STS”), provides comprehensive managed service offerings with 24/7/365 support nationwide to ensure solution uptime and availability; and Strong Studios, Inc. (“Strong Studios”), develops and produces original feature films and television series and acquires rights to distribute content globally.
On May 15, 2023, the Company completed an initial public offering (“IPO”) of of its Class A Voting Common Shares without par value (“Common Shares”) at a price to the public of $ per share. The IPO closed on May 18, 2023 and the Company completed its separation from FG Group Holdings, Inc (“FG Group Holdings”). Total net proceeds of approximately $1.4 million were raised from the IPO after deducting underwriting discounts and commissions and offering costs. Offering costs totaled approximately $2.1 million. Strong Global Entertainment’s Common Shares are listed on the NYSE American under the ticker symbol “SGE.”
Refer to Note 5 for additional details relating to the Company’s IPO and separation transactions.
|
Summary of Significant Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
These condensed consolidated financial statements were presented in accordance with the requirements of interim financial data and consequently do not include all of the disclosures normally required by GAAP for annual reporting purposes, such as those made in the Company’s audited financial statements for the years ended December 31, 2022 and 2021. The results for interim periods are not necessarily indicative of trends or results expected for a full fiscal year.
In May 2023, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation (see below for additional information) are now also referred to as “consolidated financial statements.” In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over (historical cost) basis.
The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars.
For Periods Prior to the Separation
Prior to the separation, the Company’s financial statements were derived from the consolidated financial statements and accounting records of FG Group Holdings as if Strong Global Entertainment had operated on a stand-alone basis during the periods presented and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. Historically, Strong Global Entertainment was reported as an operating segment within FG Group Holdings’ reportable segments and did not operate as a stand-alone company. Accordingly, FG Group Holdings historically reported the financial position and the related results of operations, cash flows and changes in equity of Strong Global Entertainment as a component of FG Group Holdings’ consolidated financial statements.
Prior to the Separation, the historical results of operations included allocations of FG Group Holdings’ costs and expenses including FG Group Holdings’ corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications.
For periods prior to the Separation, the operating results of Strong Global Entertainment have historically been disclosed as a reportable segment within the consolidated financial statements of FG Group Holdings enabling identification of directly attributable transactional information, functional departments and headcount. The combined balance sheets were primarily derived by reference to one, or a combination, of Strong Global Entertainment transaction-level information, functional department or headcount. Revenue and Cost of revenue were derived from transactional information specific to Strong Global Entertainment products and services. Directly attributable operating expenses were derived from activities relating to Strong Global Entertainment functional departments and headcount. Certain additional costs, including compensation costs for corporate employees, have been allocated from FG Group Holdings. The allocated costs for corporate functions included, but were not limited to, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing activities, shared facilities and other shared services, which are not provided at the Strong Global Entertainment level. These costs were allocated on a basis of revenue, headcount or other measures Strong Global Entertainment has determined as reasonable.
Strong Global Entertainment employees also historically participated in FG Group Holdings’ stock-based incentive plans, in the form of restricted stock units (“RSUs”) and stock options issued pursuant to FG Group Holdings’ employee stock plan. Stock-based compensation expense has been directly reported by Strong Global Entertainment based on the awards and terms previously granted to FG Group Holdings’ employees.
Allocations for management costs and corporate support services provided to Strong Global Entertainment totaled $0.3 million and $0.5 million for the six months ended June 30, 2023 and June 30, 2022, respectively, all of which is included in general and administrative expenses. Strong Global Entertainment expects to incur additional expenses as a stand-alone publicly traded company.
The management of Strong Global Entertainment believes the assumptions underlying the combined financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided, or the benefit received by, Strong Global Entertainment during the periods presented. Nevertheless, the combined financial statements may not be indicative of Strong Global Entertainment’s future performance, do not necessarily include all of the actual expenses that would have been incurred had Strong Global Entertainment been an independent entity during the historical periods and may not reflect the results of operations, financial position, and cash flows had Strong Global Entertainment been a stand-alone company during the periods presented.
The operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by FG Group Holdings, where applicable. Income tax expense and other income tax related information contained in the financial statements prior to the Separation are presented on a separate return basis as if Strong Global Entertainment had filed its own tax returns.
Use of Management Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations.
Cash and Cash Equivalents
All short-term, highly liquid financial instruments are classified as cash equivalents in the condensed consolidated balance sheets and statements of cash flows. Generally, these instruments have maturities of three months or less from date of purchase. As of June 30, 2023, $2.4 million of the $4.4 million in cash and cash equivalents was held in Canada.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and bad debt expense to be adjusted accordingly. Past due accounts are written off when our efforts have been unsuccessful in collecting amounts due.
Income Taxes
Income taxes are accounted for under the asset and liability method. The Company uses an estimate of its annual effective rate at each interim period based on the facts and circumstances at the time while the actual effective rate is calculated at year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing whether the deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the consolidated statements of operations as income tax expense.
Stock Compensation Plans
The Company recognizes compensation expense for all stock-based payment awards based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the vesting period of the awards. The Company measures stock-based compensation at the grant date based on the fair value of the award. The fair value of stock options is estimated using the Black-Scholes option pricing model. Estimated compensation cost relating to RSUs is based on the closing fair market value of the Company’s common stock on the date of grant. No stock-based compensation cost was capitalized as a part of inventory during the periods ended June 30, 2023 and June 30, 2022.
Prior to the Separation, the Company’s employees participated in FG Group Holdings’ stock-based compensation plans. Stock-based compensation expense was allocated to the Company based on the awards and terms previously granted to the FG Group Holdings’ employees.
Film and Television Programming Rights
In March 2022, the Company began producing original productions and acquiring rights to films and television programming. Film and television programming rights include the unamortized costs of in-process or in-development content produced or acquired by the Company. The Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. Where available, the Company utilizes certain governmental incentives, programs and other structures from states and foreign countries (e.g., refundable tax credits calculated based on the amount of money spent in the particular jurisdiction in connection with the production) to fund its film and television productions and reduce financial risk. Film and television program rights are stated at the lower of amortized cost or estimated fair value.
The costs of producing content are amortized using the individual-film-forecast method. These costs are amortized based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“Ultimate Revenue”) as of each reporting date to reflect the most current available information. Participation costs represent contingent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors or actors and estimated liabilities for participations are accrued based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned. Management’s judgment is required in estimating Ultimate Revenue and the costs to be incurred throughout the life of each film or television program. Amortization is adjusted when necessary to reflect increases or decreases in forecasted Ultimate Revenues.
For an episodic television series, the period over which Ultimate Revenues are 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. For films, Ultimate Revenue includes estimates over a period not to exceed ten years following the date of initial release.
Content assets are expected to be 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.
Due to the inherent uncertainties involved in making such estimates of Ultimate Revenues and expenses, these estimates may differ materially from actual results. In addition, in the normal course of our business, some films and titles will be more successful or less successful than anticipated. Management regularly reviews and revises, when necessary, its Ultimate Revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. An increase in the estimate of Ultimate Revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of Ultimate Revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically result in an impairment requiring a write-down of the film cost to the title’s fair value. The Company has not incurred any of these write-downs.
An impairment charge would be 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 capitalized costs may be required because of changes in management’s future revenue estimates.
Fair Value of Financial Instruments
Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of June 30, 2023 and December 31, 2022.
Fair values measured on a recurring basis at June 30, 2023 (in thousands):
Fair values measured on a recurring basis at December 31, 2022 (in thousands):
The Company’s short-term debt is recorded at historical cost. The carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, accrued expenses and short-term debt reported in the consolidated balance sheets equal or approximate their fair values due to the short-term nature of these instruments.
All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which include non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment).
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The Company adopted this ASU effective January 1, 2023. Upon adoption the Company recorded a cumulative effect adjustment decreasing net parent investment by $24,000.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | 3. Revenue
The Company accounts for revenue using the following steps:
The Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine whether they are distinct, whether the items have value on a standalone basis, and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients, or receives cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.
The Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of June 30, 2023 or December 31, 2022.
The following tables disaggregate the Company’s revenue by major source and by operating segment for the three and six months ended June 30, 2023 and 2022 (in thousands):
Screen system sales
The Company typically recognizes revenue on the sale of its screen systems when control of the screen is transferred to the customer, usually at time of shipment. However, revenue is recognized upon delivery for certain international shipments with longer shipping transit times because control transfers upon customer delivery. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. For contracts that are long-term in nature, the Company believes that the use of the percentage-of-completion method is appropriate as the Company has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues, and contract costs. Under the percentage-of-completion method, revenue is recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract.
Digital equipment sales
The Company recognizes revenue on sales of digital equipment when the control of the equipment is transferred, which typically occurs at the time of shipment from the Company’s warehouse or drop-shipment from a third party. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer.
Field maintenance and monitoring services
The Company sells service contracts that provide maintenance and monitoring services to its Strong Entertainment customers. These contracts are generally 12 months in length. Revenue related to service contracts is recognized ratably over the term of the agreement.
In addition to selling service contracts, the Company also performs discrete time and materials-based maintenance and repair work for customers. Revenue related to time and materials-based maintenance and repair work is recognized at the point in time when the performance obligation has been fully satisfied.
Installation services
The Company performs installation services for its customers and recognizes revenue upon completion of the installations.
Strong Studios Services
The Company develops and produces original films and television series, as well as acquires third-party rights to content for global multi-platform distribution and recognizes revenue upon the transfer or license of film and television programming rights and related intellectual property.
Extended warranty sales
The Company performs installation services for its customers and recognizes revenue upon completion of the installations.
Timing of revenue recognition
The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three and six months ended June 30, 2023 and 2022 (in thousands):
At June 30, 2023, the unearned revenue amount associated with long-term projects that the Company uses the percentage-of-completion method to recognize revenue, maintenance and monitoring services and extended warranty sales in which the Company is the primary obligor was $0.4 million. The Company expects to recognize $0.4 million of the unearned revenue amounts during the remainder of 2023, and immaterial amounts from 2024 through 2026.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Los) Per Share |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income per share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Los) Per Share |
Basic net loss per share has been computed on the basis of the weighted average number of shares of common stock outstanding. In periods when the Company reported a net loss, there were no differences between average shares used to compute basic and diluted loss per share as inclusion of stock options and restricted stock units would have been anti-dilutive in those periods. The weighted average number of shares outstanding for the basic and diluted net income (loss) per share for the periods prior to the completion of the IPO is based on the number of shares of the Company’s common stock outstanding on May 15, 2023, the effective date of the registration statement relating to the IPO. On that date, the Company issued shares of its common stock to the Company’s sole stockholder of record, Strong/MDI (after which Strong/MDI held shares of common stock, which represented all of the then issued and outstanding common stock). The following table summarizes the weighted average shares used to compute basic and diluted net loss per share (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Separation and Initial Public Offering |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Separation And Initial Public Offering | |
| The Separation and Initial Public Offering | 5. The Separation and Initial Public Offering
On May 15, 2023, the Company completed an IPO of of its Class A Voting Common Shares at a price to the public of $ per share. The IPO closed on May 18, 2023 and the Company completed its separation from FG Group Holdings. Total net proceeds of approximately $1.4 million were raised from the IPO after deducting underwriting discounts and commissions and offering costs. Offering costs totaled approximately $2.1 million. The Company’s Common Shares are listed on the NYSE American under the ticker symbol “SGE.”
In connection with the Separation of the Company from FG Group Holdings and the IPO, the Company entered into a Master Asset Purchase Agreement, an IP Assignment Agreement, the FG Group Holdings Asset Transfer Agreement, the FG Group Holdings IP Assignment Agreement, the Joliette Plant Lease, the Share Transfer Agreements and a number of other agreements. Under the Management Services Agreement, the Company and FG Group Holdings provide certain services to each other, which include information technology, legal, finance and accounting, human resources, tax, treasury, and other services, and charges a fee that is based on its actual costs and expenses for those services in the future (with mark-up, if necessary, to comply with applicable transfer pricing principles under Canadian and U.S. tax regulations). These agreements took effect upon the closing of the Separation and IPO.
|
Inventories |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventories | 6. Inventories
Inventories consisted of the following (in thousands):
The inventory balances are net of reserves of approximately $0.5 million as of both June 30, 2023 and December 31, 2022. The inventory reserves primarily related to the Company’s finished goods inventory. A rollforward of the inventory reserve for the six months ended June 30, 2023, is as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Assets |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Assets | 7. Other Current Assets
Other current assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Film and Television Programming Rights, Net |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Industries [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Film and Television Programming Rights, Net | 9. Film and Television Programming Rights, Net
Film and television programming rights, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
A rollforward of film and television programming rights, net for the six months ended June 30, 2023, is as follows (in thousands):
In March 2022, Strong Studios acquired the rights to original feature films and television series from Landmark Studio Group LLC (“Landmark”), including the assignment of third party rights to content for global multiplatform distribution. The transaction entailed the acquisition of certain projects which are in varying stages of development, none of which have produced revenue as of June 30, 2023. In connection with such assignment and purchase, Strong Studios agreed to pay to Landmark approximately $1.7 million in four separate payments, $0.3 million of which was paid upon the closing of the transaction. The $1.7 million acquisition price was allocated to three projects in development: $1.0 million to Safehaven, $0.3 million to Flagrant and $0.4 million to Shadows in the Vineyard. The Company also agreed to issue to Landmark no later than 10 days after the completion of the IPO of Strong Global Entertainment, a warrant to purchase up to 150,000 Common Shares of Strong Global Entertainment, exercisable for three years beginning six months after the consummation of the IPO, at an exercise price equal to the per-share offering price of Strong Global Entertainment’s Common Shares in the IPO (the “Landmark Warrant”). The Landmark Warrant allows for cashless exercise in certain limited circumstances and provides for certain registration rights for such warrant shares.
As a condition precedent to entry into the AA Agreement, Strong Studios agreed to enter into distribution agreements for Safehaven and Flagrant (the “AA Distribution Agreements”) with Screen Media Ventures, LLC (“SMV”). Pursuant to the AA Distribution Agreements, SMV agreed to purchase the global distribution rights to Safehaven for $6.5 million and Flagrant for $2.5 million upon delivery of each project. In January 2023, Strong Studios amended its agreement with SMV resulting in Strong Studios retaining the worldwide global distribution rights for the Flagrant series and releasing SMV from the obligation to purchase the distribution rights for the series. On June 30, 2023, Strong Studios amended the Safehaven AA Agreement with SMV resulting in Strong Studios retaining the worldwide global distribution rights for the Safehaven series and releasing SMV from the obligation to purchase the distribution rights for the series.
During the second quarter of 2022, Safehaven 2022, Inc. (“Safehaven 2022”) was established to manage the production and financing of Safehaven. Strong Studios owned 49% of Safehaven 2022 and the remaining 51% was owned by Unbounded Services, LLC (“Unbounded”). Strong Studios assigned the Landmark distribution agreement to Safehaven 2022, and the Landmark distribution agreement serves as collateral for the production financing at Safehaven 2022. Effective June 23, 2023, the Company increased its ownership in Safehaven 2022 from 49% to 100%, and Safehaven 2022 became a wholly owned subsidiary of Strong Studios.
Prior to acquiring 100% of Safehaven 2022 in June 2023, Strong Studios reviewed its ownership in Safehaven 2022 and concluded that it had significant influence, but not a controlling interest, in Safehaven 2022 based on its ownership being less than 50% along with having one of three representatives on the board of managers of Safehaven 2022. Strong Studios also reviewed whether it otherwise had the power to make decisions that significantly impact the economic performance of Safehaven 2022 and concluded that it did not control the entity and is not the primary beneficiary. Accordingly, the Company applied the equity method of accounting to its equity holding in Safehaven 2022 through June 30, 2023, at which time the Company increased its ownership interest in Safehaven 2022 from 49% to 100% and began consolidating Safehaven 2022 as a wholly owned subsidiary of Strong Studios. A summary of the balance sheet of Safehaven 2022 as of June 30, 2023, is as follows (in thousands):
Effective June 30, 2023, Safehaven 2022 entered into a purchase agreement (the “Purchase Agreement”) with SMV, to purchase all of SMV’s right, title and interest in Safehaven. Under the terms of the Purchase Agreement, the purchase price payable by Safehaven 2022 was satisfied by the payment in full by Ravenwood-Productions, LLC (“Ravenwood”) of the amount due as a minimum guarantee under the Safehaven AA Distribution Agreement to Bank of Hope. SMV is entitled to receive no further payments in respect of the Safehaven series, provided that, upon Strong Studios’ receipt of $15.0 million in gross receipts, SMV shall be paid an amount equal to five percent (5%) of the net proceeds up to a maximum of $0.4 million.
Effective June 30, 2023, the Company and Ravenwood entered into a management agreement (the “Management Agreement”), pursuant to which:
Safehaven 2022 recognizes revenue and cost of sales using the individual-film-forecast method based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned. During the quarter ended June 30, 2023, Safehaven 2022 recognized $6.4 million of revenue in connection with the sale of a portion of the intellectual property rights, recorded a total of $5.4 million of expenses, including $2.0 million amortization of the film and programming rights intangible asset and $3.4 million of accrued participation costs.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses | 10. Accrued Expenses
Accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 11. Debt
Short-term debt and long-term debt consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
Strong/MDI Installment Loans and Revolving Credit Facility
On September 5, 2017, the Company’s Canadian subsidiary, Strong/MDI, entered into a demand credit agreement, as amended and restated May 15, 2018, with Canadian Imperial Bank of Commerce (“CIBC”) consisting of a revolving line of credit for up to CAD$3.5 million, subject to a borrowing base requirement, a 20-year installment loan for up to CAD$6.0 million and a 5-year installment loan for up to CAD$0.5 million. On June 7, 2021, Strong/MDI entered into a demand credit agreement (the “2021 Credit Agreement”), which amended and restated the demand credit agreement dated as of September 5, 2017. The 2021 credit agreement consisted of a revolving line of credit for up to CAD$2.0 million subject to a borrowing base requirement, a 20-year installment loan for up to CAD$5.1 million and a 5-year installment loan for up to CAD$0.5 million. Amounts outstanding under the line of credit are payable on demand and bear interest at the prime rate established by CIBC. Amounts outstanding under the installment loans bear interest at CIBC’s prime rate plus 0.5% and are payable in monthly installments, including interest, over their respective borrowing periods. CIBC may also demand repayment of the installment loans at any time. The Strong/MDI credit facilities are secured by a lien on Strong/MDI’s Quebec, Canada facility and substantially all of Strong/MDI’s assets. The 2021 Credit Agreement required Strong/MDI to maintain a ratio of liabilities to “effective equity” (tangible stockholders’ equity, less amounts receivable from affiliates and equity method holdings) not exceeding 2.5 to 1, a current ratio (excluding amounts due from related parties) of at least 1.3 to 1 and minimum “effective equity” of CAD$4.0 million.
In January 2023, Strong/MDI and CIBC entered into a demand credit agreement (the “2023 Credit Agreement”), which amended and restated the 2021 Credit Agreement. The 2023 Credit Agreement consists of a revolving line of credit for up to CAD$5.0 million and a 20-year installment loan for up to CAD$3.1 million. Under the 2023 Credit Agreement: (i) the amount outstanding under the line of credit is payable on demand and bears interest at the lender’s prime rate plus 1.0% and (ii) the amount outstanding under the installment loan bears interest at the lender’s prime rate plus 0.5% and is payable in monthly installments, including interest, over their respective borrowing periods. The lender may also demand repayment of the installment loan at any time. The 2023 Credit Agreement is secured by a lien on Strong/MDI’s Quebec, Canada facility and substantially all of Strong/MDI’s assets. The 2023 Credit Agreement requires Strong/MDI to maintain a ratio of liabilities to “effective equity” (tangible stockholders’ equity, less amounts receivable from affiliates and equity holdings) not exceeding 2.5 to 1 and a fixed charge coverage ratio of not less than 1.1 times earnings before interest, income taxes, depreciation and amortization. The 5-year installment note was paid in full in connection with entering into the 2023 Credit Agreement. In connection with the IPO, the 20-year installment note did not transfer to the Company. Strong/MDI was in compliance with its debt covenants as of June 30, 2023. In May 2023, Strong/MDI and CIBC entered into an amendment to the 2023 Credit Agreement which reduced the amount available under the revolving line of credit to CAD$3.4 million, and CIBC provided an undertaking to Strong/MDI to a release of CIBC’s security interest in certain assets to be transferred to a subsidiary in connection with transactions related to the IPO. As of June 30, 2023, there was CAD$3.0 million, or approximately $2.2 million, of principal outstanding on the revolving credit facility, which bears variable interest at 7.95%
Tenant Improvement Loan
During the fourth quarter of 2021, the Company entered into a lease for a combined office and warehouse in Omaha, Nebraska. The Company incurred total costs of approximately $0.4 million to complete the build-out of the new combined office and warehouse facility. The landlord has agreed to fund approximately 50% of the build-out costs, and the Company is required to repay the portion funded by the landlord in equal monthly installments through the end of the initial lease term in February 2027. Through the end of 2021, the Company incurred approximately $0.2 million of total costs to build out the facility, of which approximately $0.1 million was funded by the landlord. The Company completed the build-out during the first quarter of 2022 and incurred an additional $0.2 million of total costs to complete the build-out, of which approximately $0.1 million was funded by the landlord.
Safehaven Production Debt
Safehaven 2022 entered into a Loan and Security Agreement (“Loan Agreement”) with Bank of Hope to provide interim production financing for the Safehaven production. The Company is not a borrower or guarantor under the Loan Agreement, and Safehaven 2022 is the sole borrower and guarantor under the Loan Agreement. The maturity date of the Loan Agreement is the earlier of (i) the date on which payment is accelerated by Bank of Hope due to an event of default or (ii) March 15, 2024. As of June 30, 2023, Safehaven 2022 had borrowed $9.9 million under the facility for production costs incurred to that date. Subsequent to June 30, 2023, Ravenwood paid approximately $6.4 million of the outstanding production debt. The remaining balance on the Loan Agreement was satisfied in July 2023 upon receipt of the production tax rebates and incentives earned as a result of shooting the Safehaven series in Canada.
Insurance debt
The Company maintains certain commercial insurance policies, including management liability and other policies customarily held by publicly traded companies. The Company elected to finance a portion of the annual premium, which will be repaid in monthly installments through January 2024. The finance agreement bears fixed interest of approximately 10%.
Contractual Principal Payments
Contractual required principal payments on the Company’s long-term debt at June 30, 2023, are as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | 12. Leases
The Company and its subsidiaries lease plant and office facilities and equipment under operating and finance leases expiring through 2038. The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.
Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration.
The Company elected to not apply the recognition requirements of Accounting Standards Codification Topic 842, “Leases,” to leases of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
The Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.
The following tables present the Company’s lease costs and other lease information (dollars in thousands):
The following table presents a maturity analysis of the Company’s operating and finance lease liabilities as of June 30, 2023 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income and Other Taxes |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Income Tax Disclosure [Abstract] | |
| Income and Other Taxes | 13. Income and Other Taxes
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. A cumulative loss in a particular tax jurisdiction in recent years is a significant piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence, including recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance should be recorded against all of the Company’s U.S. tax jurisdiction deferred tax assets as of June 30, 2023 and December 31, 2022.
Changes in tax laws may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted and made significant changes to Federal tax laws, including certain changes that were retroactive to the 2019 tax year. The effects of these changes relate to deferred tax assets and net operating losses; all of which are offset by valuation allowance. There were no material income tax consequences of this enacted legislation on the reporting period of these financial statements.
The Company is subject to possible examinations not yet initiated for Federal purposes for the fiscal years 2019 through 2021. The Company is also subject to possible examinations for state and local purposes. In most cases, these examinations in the state and local jurisdictions remain open based on the particular jurisdiction’s statute of limitations.
|
Stock Based Compensation |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Based Compensation |
The Company recognizes compensation expense for all stock-based payment awards based on estimated grant date fair values. Stock-based compensation expense is included in selling and administrative expenses.
The Company’s 2023 Share Compensation Plan (the “Plan”) was approved by the Compensation Committee of the Board of Directors with the discretion to grant stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other stock- based awards and cash-based awards. Vesting terms vary with each grant and may be subject to vesting upon a “change in control” of the Company. As of June 30, 2023, approximately million shares were available for issuance under the Plan.
Stock Options
The Company granted a total of options during the six months ended June 30, 2023, all of which were granted on June 5, 2023. Options to purchase shares of common stock were granted with exercise prices equal to the fair value of the common stock on the date of the grant. The weighted average grant date fair value of stock options granted on June 5, 2023 was $. The fair value of each stock option granted is estimated on the date of grant using a Black-Scholes valuation model with the following weighted average assumptions:
The following table summarizes stock option activity for the six months ended June 30, 2023:
The aggregate intrinsic value in the table above represents the total that would have been received by the option holders if all in-the-money options had been exercised and sold on the date indicated.
As of June 30, 2023, stock option awards were non-vested. Unrecognized compensation cost related to non-vested stock options was approximately $ million, which is expected to be recognized over a weighted average period of years.
Restricted Stock Units
The following table summarizes stock option activity for the six months ended June 30, 2023:
As of June 30, 2023, the total unrecognized compensation cost related to non-vested restricted stock unit awards was approximately $ million, which is expected to be recognized over a weighted average period of years.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments, Contingencies and Concentrations |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments, Contingencies and Concentrations | 15. Commitments, Contingencies and Concentrations
Litigation
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on the Company’s business or financial condition.
FG Group Holdings is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to FG Group Holdings. In FG Group Holdings’ experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. FG Group Holdings has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits. Under the FG Group Holdings Asset Purchase Agreement, the Company agreed to indemnify FG Group Holdings for future losses, if any related to current product liability or personal injury claims arising out of products sold or distributed in the U.S. by the operations of the businesses being transferred to the Company in the Separation, in an aggregate amount not to exceed $250,000 per year, as well as to indemnify FG Group Holdings for all expenses (including legal fees) related to the defense of such claims. As of June 30, 2023, the Company has a loss contingency reserve of approximately $0.2 million, which represents the Company’s estimate of its potential losses related to the settlement of open cases. During 2022 and the first half of 2023, the FG Group Holdings settled three cases, which resulted in payments totaling $53,000. When appropriate, the FG Group Holdings may settle additional claims in the future. The Company does not expect the resolution of these cases to have a material adverse effect on its consolidated financial condition, results of operations or cash flows.
Concentrations
The Company’s top ten customers accounted for approximately 41% of consolidated net revenues during the six months ended June 30, 2023. Trade accounts receivable from these customers represented approximately 63% of net consolidated receivables at June 30, 2023. One of the Company’s customers accounted for more than 10% of both its consolidated net revenues during the six months ended June 30, 2023 and its net consolidated receivables as of June 30, 2023. While the Company believes its relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. A significant decrease or interruption in business from the Company’s significant customers could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which the Company sells its products.
Financial instruments that potentially expose the Company to a concentration of credit risk principally consist of accounts receivable. The Company sells product to a large number of customers in many different geographic regions. To minimize credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition.
|
Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 16. Related Party Transactions
Related Party Transactions
In connection with the IPO, we and FG Group Holdings entered into a management services agreement that provides a framework for our ongoing relationship with FG Group Holdings. FG Group Holdings and its subsidiaries and we and our subsidiaries, provide each other certain services which include information technology, legal, finance and accounting, human resources, tax, treasury, and other services. Pursuant to the Management Services Agreement, the charges for these services are generally based on their actual cost basis.
The Company manufactures its screens in an approximately 80,000 square-foot facility near Montreal, Quebec, Canada, which is owned by Strong/MDI. The Company and Strong/MDI have entered into a long-term lease agreement covering the Company’s continued use of the facility.
Costs Incurred in Connection with the IPO
Prior to the Separation, the Company incurred $1.0 million of costs in connection with the IPO which were paid by FG Group Holdings. During 2022, it was determined the Company will reimburse FG Group Holdings following the completion of the IPO. Accordingly, the Company has recorded the $1.0 million within Payable to FG Group Holdings on the consolidated balance sheet as of June 30, 2023.
Working Capital Advance to Safehaven 2022
As discussed in Note 9, Safehaven 2022 has received working capital advances of $0.7 million, of which $0.6 million was funded by FG Group Holdings. Strong Studios expects Safehaven 2022 to reimburse the working capital advances within the next twelve months. Upon reimbursement of the working capital advances from Safehaven 2022, Strong Studios will then reimburse FG Group Holdings. Accordingly, the Company has recorded the subsequent reimbursement of $0.6 million to FG Group Holdings within Payable to FG Group Holdings on the consolidated balance sheet as of June 30, 2023. The intercompany payable by Safehaven 2022 to Strong Studios, and Strong Studio’s intercompany receivable from Safehaven 2022 have been eliminated in consolidation.
Landmark Transaction
As discussed in Note 9, Strong Studios acquired, from Landmark, the rights to original feature films and television series, and has been assigned third party rights to content for global multiplatform distribution. In connection with such assignment and purchase, Strong Studios agreed to pay to Landmark approximately $1.7 million of which $0.6 million of which has been paid by FG Group Holdings, and the remaining approximately $1.0 million will be repaid to Landmark in quarterly installments thorough October 2025. Strong Studios expects to reimburse FG Group Holdings for the $0.6 million paid to Landmark. Accordingly, the Company has recorded the $0.6 million within Payable to FG Group Holdings on the consolidated balance sheet as of June 30, 2023. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
These condensed consolidated financial statements were presented in accordance with the requirements of interim financial data and consequently do not include all of the disclosures normally required by GAAP for annual reporting purposes, such as those made in the Company’s audited financial statements for the years ended December 31, 2022 and 2021. The results for interim periods are not necessarily indicative of trends or results expected for a full fiscal year.
In May 2023, the Company became a standalone publicly traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined financial statements for all periods presented prior to the Separation (see below for additional information) are now also referred to as “consolidated financial statements.” In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over (historical cost) basis.
The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars.
For Periods Prior to the Separation
Prior to the separation, the Company’s financial statements were derived from the consolidated financial statements and accounting records of FG Group Holdings as if Strong Global Entertainment had operated on a stand-alone basis during the periods presented and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission. Historically, Strong Global Entertainment was reported as an operating segment within FG Group Holdings’ reportable segments and did not operate as a stand-alone company. Accordingly, FG Group Holdings historically reported the financial position and the related results of operations, cash flows and changes in equity of Strong Global Entertainment as a component of FG Group Holdings’ consolidated financial statements.
Prior to the Separation, the historical results of operations included allocations of FG Group Holdings’ costs and expenses including FG Group Holdings’ corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications.
For periods prior to the Separation, the operating results of Strong Global Entertainment have historically been disclosed as a reportable segment within the consolidated financial statements of FG Group Holdings enabling identification of directly attributable transactional information, functional departments and headcount. The combined balance sheets were primarily derived by reference to one, or a combination, of Strong Global Entertainment transaction-level information, functional department or headcount. Revenue and Cost of revenue were derived from transactional information specific to Strong Global Entertainment products and services. Directly attributable operating expenses were derived from activities relating to Strong Global Entertainment functional departments and headcount. Certain additional costs, including compensation costs for corporate employees, have been allocated from FG Group Holdings. The allocated costs for corporate functions included, but were not limited to, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing activities, shared facilities and other shared services, which are not provided at the Strong Global Entertainment level. These costs were allocated on a basis of revenue, headcount or other measures Strong Global Entertainment has determined as reasonable.
Strong Global Entertainment employees also historically participated in FG Group Holdings’ stock-based incentive plans, in the form of restricted stock units (“RSUs”) and stock options issued pursuant to FG Group Holdings’ employee stock plan. Stock-based compensation expense has been directly reported by Strong Global Entertainment based on the awards and terms previously granted to FG Group Holdings’ employees.
Allocations for management costs and corporate support services provided to Strong Global Entertainment totaled $0.3 million and $0.5 million for the six months ended June 30, 2023 and June 30, 2022, respectively, all of which is included in general and administrative expenses. Strong Global Entertainment expects to incur additional expenses as a stand-alone publicly traded company.
The management of Strong Global Entertainment believes the assumptions underlying the combined financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided, or the benefit received by, Strong Global Entertainment during the periods presented. Nevertheless, the combined financial statements may not be indicative of Strong Global Entertainment’s future performance, do not necessarily include all of the actual expenses that would have been incurred had Strong Global Entertainment been an independent entity during the historical periods and may not reflect the results of operations, financial position, and cash flows had Strong Global Entertainment been a stand-alone company during the periods presented.
The operations of the Company were included in the consolidated U.S. federal, and certain state and local and foreign income tax returns filed by FG Group Holdings, where applicable. Income tax expense and other income tax related information contained in the financial statements prior to the Separation are presented on a separate return basis as if Strong Global Entertainment had filed its own tax returns.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Management Estimates | Use of Management Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
The coronavirus pandemic (“COVID-19”) had an unprecedented impact to consumer behaviors and our customers, particularly our customers’ ability and willingness to purchase our products and services. The Company believes that consumer reticence to engage in outside-the-home activities, caused by the risk of contracting COVID-19, has abated, and our customers have resumed more typical, pre-COVID-19 purchasing behaviors. And while we believe our customers made significant progress in its recovery from the pandemic, the impact of COVID-19 on inflation and supply chains and the continued economic recovery will be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in- and out-of-home entertainment. There can be no assurances that there will be no additional public health crises, including further resurgence or variants of COVID-19, which could reverse the current trend and have a negative impact on the Company’s results of operations.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | Cash and Cash Equivalents
All short-term, highly liquid financial instruments are classified as cash equivalents in the condensed consolidated balance sheets and statements of cash flows. Generally, these instruments have maturities of three months or less from date of purchase. As of June 30, 2023, $2.4 million of the $4.4 million in cash and cash equivalents was held in Canada.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable | Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and bad debt expense to be adjusted accordingly. Past due accounts are written off when our efforts have been unsuccessful in collecting amounts due.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Income Taxes
Income taxes are accounted for under the asset and liability method. The Company uses an estimate of its annual effective rate at each interim period based on the facts and circumstances at the time while the actual effective rate is calculated at year-end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing whether the deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the consolidated statements of operations as income tax expense.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Compensation Plans | Stock Compensation Plans
The Company recognizes compensation expense for all stock-based payment awards based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the vesting period of the awards. The Company measures stock-based compensation at the grant date based on the fair value of the award. The fair value of stock options is estimated using the Black-Scholes option pricing model. Estimated compensation cost relating to RSUs is based on the closing fair market value of the Company’s common stock on the date of grant. No stock-based compensation cost was capitalized as a part of inventory during the periods ended June 30, 2023 and June 30, 2022.
Prior to the Separation, the Company’s employees participated in FG Group Holdings’ stock-based compensation plans. Stock-based compensation expense was allocated to the Company based on the awards and terms previously granted to the FG Group Holdings’ employees.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Film and Television Programming Rights | Film and Television Programming Rights
In March 2022, the Company began producing original productions and acquiring rights to films and television programming. Film and television programming rights include the unamortized costs of in-process or in-development content produced or acquired by the Company. The Company’s capitalized costs include all direct production and financing costs, capitalized interest when applicable, and production overhead. Where available, the Company utilizes certain governmental incentives, programs and other structures from states and foreign countries (e.g., refundable tax credits calculated based on the amount of money spent in the particular jurisdiction in connection with the production) to fund its film and television productions and reduce financial risk. Film and television program rights are stated at the lower of amortized cost or estimated fair value.
The costs of producing content are amortized using the individual-film-forecast method. These costs are amortized based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned (“Ultimate Revenue”) as of each reporting date to reflect the most current available information. Participation costs represent contingent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors or actors and estimated liabilities for participations are accrued based on the ratio of the current period’s revenues to management’s estimated remaining total gross revenues to be earned. Management’s judgment is required in estimating Ultimate Revenue and the costs to be incurred throughout the life of each film or television program. Amortization is adjusted when necessary to reflect increases or decreases in forecasted Ultimate Revenues.
For an episodic television series, the period over which Ultimate Revenues are 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. For films, Ultimate Revenue includes estimates over a period not to exceed ten years following the date of initial release.
Content assets are expected to be 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.
Due to the inherent uncertainties involved in making such estimates of Ultimate Revenues and expenses, these estimates may differ materially from actual results. In addition, in the normal course of our business, some films and titles will be more successful or less successful than anticipated. Management regularly reviews and revises, when necessary, its Ultimate Revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value. An increase in the estimate of Ultimate Revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of Ultimate Revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically result in an impairment requiring a write-down of the film cost to the title’s fair value. The Company has not incurred any of these write-downs.
An impairment charge would be 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 capitalized costs may be required because of changes in management’s future revenue estimates.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of June 30, 2023 and December 31, 2022.
Fair values measured on a recurring basis at June 30, 2023 (in thousands):
Fair values measured on a recurring basis at December 31, 2022 (in thousands):
The Company’s short-term debt is recorded at historical cost. The carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, accrued expenses and short-term debt reported in the consolidated balance sheets equal or approximate their fair values due to the short-term nature of these instruments.
All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which include non-financial long-lived assets, are measured at fair value in certain circumstances (for example, when there is evidence of impairment).
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The Company adopted this ASU effective January 1, 2023. Upon adoption the Company recorded a cumulative effect adjustment decreasing net parent investment by $24,000. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Values Measured on Recurring Basis | Fair values measured on a recurring basis at June 30, 2023 (in thousands):
Fair values measured on a recurring basis at December 31, 2022 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Disaggregation of Revenue | The following tables disaggregate the Company’s revenue by major source and by operating segment for the three and six months ended June 30, 2023 and 2022 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services | The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three and six months ended June 30, 2023 and 2022 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Los) Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income per share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share Basic and Diluted |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventories | Inventories consisted of the following (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventory Reserve |
|
|||||||||||||||||||||||||||||||||||||||||||||
Other Current Assets (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Other Current Assets | Other current assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Film and Television Programming Rights, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Industries [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Film and Television Programming Rights | Film and television programming rights, net consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Roll forward of Film and Programming Rights | A rollforward of film and television programming rights, net for the six months ended June 30, 2023, is as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Balance Sheet Information |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accrued Expenses | Accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Short-term debt and Long-term debt | Short-term debt and long-term debt consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Contractual Principal Payments | Contractual required principal payments on the Company’s long-term debt at June 30, 2023, are as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Lease Costs and Other Lease Information | The following tables present the Company’s lease costs and other lease information (dollars in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Operating and Finance Lease Liabilities | The following table presents a maturity analysis of the Company’s operating and finance lease liabilities as of June 30, 2023 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Based Compensation (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value Valuation Model |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Stock Option |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Restricted Stock Units Activity |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | ||
|---|---|---|---|
May 15, 2023 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Number of shares issued | 5,999,000 | ||
| Proceeds from issuance initial public offering | $ 2,411 | ||
| IPO [Member] | |||
| Proceeds from issuance initial public offering | $ 1,400 | ||
| Common Class A [Member] | IPO [Member] | |||
| Number of shares issued | 1,000,000 | ||
| Share price | $ 4.00 | ||
| Proceeds from issuance initial public offering | $ 1,400 | ||
| Estimated offering costs | $ 2,100 | ||
Schedule of Fair Values Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash and cash equivalents | $ 4,371 | $ 3,615 |
| Total | 4,371 | 3,615 |
| Fair Value, Inputs, Level 1 [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash and cash equivalents | 4,371 | 3,615 |
| Total | 4,371 | 3,615 |
| Fair Value, Inputs, Level 2 [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash and cash equivalents | ||
| Total | ||
| Fair Value, Inputs, Level 3 [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash and cash equivalents | ||
| Total |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jan. 01, 2023 |
Dec. 31, 2022 |
|
| Professional and Contract Services Expense | $ 300,000 | $ 500,000 | ||
| Cash and cash equivalents | 4,371,000 | $ 3,615,000 | ||
| Cumulative effect adjustment decreasing net parent investment | $ 14,228,000 | |||
| Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member] | ||||
| Cumulative effect adjustment decreasing net parent investment | $ 24,000 | |||
| CANADA | ||||
| Cash and cash equivalents | $ 2,400,000 | |||
Schedule of Disaggregation of Revenue by Timing of Transfer of Goods or Services (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Disaggregation of Revenue [Line Items] | ||||
| Total revenue | $ 17,839 | $ 8,823 | $ 27,790 | $ 18,543 |
| Transferred at Point in Time [Member] | ||||
| Disaggregation of Revenue [Line Items] | ||||
| Total revenue | 16,312 | 7,533 | 24,742 | 15,974 |
| Transferred over Time [Member] | ||||
| Disaggregation of Revenue [Line Items] | ||||
| Total revenue | $ 1,527 | $ 1,290 | $ 3,048 | $ 2,569 |
Revenue (Details Narrative) $ in Millions |
Jun. 30, 2023
USD ($)
|
|---|---|
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Unearned revenue | $ 0.4 |
| Remainder of 2023 [Member] | |
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
| Unearned revenue | $ 0.4 |
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) shares in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Weighted average shares outstanding: | ||||
| Basic weighted average shares outstanding | 6,553 | 6,000 | 6,278 | 6,000 |
| Dilutive effect of stock options and certain non-vested restricted stock units | ||||
| Diluted weighted average shares outstanding | 6,553 | 6,000 | 6,278 | 6,000 |
| Anti-dilutive employee stock-based awards, excluded | 119 | 56 | ||
Net Income (Los) Per Share (Details Narrative) |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
shares
| |
| Net income per share | |
| Stock issued during period of common stock | 5,999,000 |
| Shares held for common stock | 6,000,000 |
The Separation and Initial Public Offering (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | ||
|---|---|---|---|
May 15, 2023 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Number of shares issued | 5,999,000 | ||
| Proceeds from issuance initial public offering | $ 2,411 | ||
| IPO [Member] | |||
| Proceeds from issuance initial public offering | $ 1,400 | ||
| Common Class A [Member] | IPO [Member] | |||
| Number of shares issued | 1,000,000 | ||
| Share price | $ 4.00 | ||
| Proceeds from issuance initial public offering | $ 1,400 | ||
| Estimated offering costs | $ 2,100 | ||
Schedule of Inventories (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Raw materials and components | $ 1,984 | $ 1,826 |
| Work in process | 312 | 279 |
| Finished goods | 829 | 1,284 |
| Inventory , net | $ 3,125 | $ 3,389 |
Schedule of Inventory Reserve (Details) $ in Thousands |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
USD ($)
| |
| Inventory Disclosure [Abstract] | |
| Inventory reserve balance at December 31, 2022 | $ 486 |
| Inventory write-offs during 2023 | (16) |
| Provision for inventory reserve during 2023 | 29 |
| Inventory reserve balance at June 30, 2023 | $ 499 |
Inventories (Details Narrative) - USD ($) $ in Millions |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Net of reserves | $ 0.5 | $ 0.5 |
Schedule of Other Current Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
| Prepaid expenses | $ 810 | $ 417 |
| Receivable from Safehaven 2022, Inc. | 1,625 | |
| Costs incurrent in connection with initial public offering | 1,920 | |
| Unbilled accounts receivable | 541 | 337 |
| Production tax rebate receivable | 3,476 | |
| Receivable from Ravenwood Productions LLC | 6,379 | |
| Other | 607 | 248 |
| Total | $ 11,813 | $ 4,547 |
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | $ 6,308 | $ 12,265 |
| Less: accumulated depreciation | (4,653) | (7,658) |
| Property, plant and equipment, net | 1,655 | 4,607 |
| Land [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | 48 | |
| Building Improvements [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | 415 | 6,752 |
| Machinery and Equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | 4,968 | 4,778 |
| Furniture and Fixtures [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | 687 | 675 |
| Construction in Progress [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property , plant and equipment , gross | $ 238 | $ 12 |
Schedule of Film and Television Programming Rights (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Other Industries [Abstract] | ||
| Television series in development | $ 9,449 | $ 1,308 |
| Films in development | 222 | 193 |
| Total film and programming rights | 9,671 | 1,501 |
| Accumulated amortization | (1,980) | |
| Total film and programming rights, net | $ 7,691 | $ 1,501 |
Schedule of Roll forward of Film and Programming Rights (Details) $ in Thousands |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
USD ($)
| |
| Other Industries [Abstract] | |
| Film and television programming rights, beginning | $ 1,501 |
| Expenditures on in-process projects | 86 |
| Acquisition of distribution rights | 8,188 |
| Amortization of film and programming rights | (1,980) |
| Adjustment to fair value of warrant issued to Landmark | (104) |
| Film and television programming rights, ending | $ 7,691 |
Schedule of Balance Sheet Information (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Other assets | $ 11,813 | $ 4,547 |
| Total assets | 41,550 | 25,538 |
| Due to Strong Studios | 625 | 6 |
| Equity | 8,872 | 9,204 |
| Total liabilities and equity | 41,550 | $ 25,538 |
| Safehaven 2022 [Member] | ||
| Cash | 164 | |
| Television programming rights | 3,505 | |
| Other assets | 8,142 | |
| Total assets | 11,811 | |
| Accounts payable and accrued expenses | 250 | |
| Debt | 9,851 | |
| Equity | ||
| Total liabilities and equity | 11,811 | |
| Safehaven 2022 [Member] | Related Party [Member] | ||
| Due to Strong Studios | $ 1,710 |
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| Employee-related | $ 2,019 | $ 1,283 |
| Warranty obligation | 321 | 309 |
| Interest and taxes | 330 | 294 |
| Legal and professional fees | 268 | 462 |
| Accrued participation costs | 3,473 | |
| Film and television programming rights | 650 | 1,709 |
| Other | 266 | 429 |
| Total | $ 7,327 | $ 4,486 |
Schedule of Short-term debt and Long-term debt (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | $ 12,219 | $ 2,510 |
| Total short-term debt | 12,229 | 2,510 |
| Less: deferred debt issuance costs, net | (10) | |
| Tenant improvement loan | 144 | 162 |
| Less: current portion | (37) | (36) |
| Long-term debt, net of current portion | 107 | 126 |
| 20-year Installment Loan [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | 2,289 | |
| 5-year Equipment Loan [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | 221 | |
| Revolving Credit Facilities [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | 2,238 | |
| Safehaven Production Debt [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | 9,851 | |
| Insurance Debt [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total short-term debt, net of issuance costs | $ 140 |
Schedule of Contractual Principal Payments (Details) - USD ($) $ in Thousands |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Debt Disclosure [Abstract] | ||
| Remainder of 2023 | $ 18 | |
| 2024 | 37 | |
| 2025 | 40 | |
| 2026 | 42 | |
| 2027 | 7 | |
| Thereafter | ||
| Total | $ 144 | $ 162 |
Schedule of Fair Value Valuation Model (Details) |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Share-Based Payment Arrangement [Abstract] | |
| Expected dividend yield at date of grant | 0.00% |
| Risk-free interest rate | 3.82% |
| Expected stock price volatility | 68.70% |
| Expected life of options (in years) | 5 years |
Summary of Stock Option (Details) - USD ($) |
6 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 05, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
|
| Share-Based Payment Arrangement [Abstract] | |||
| Options, Outstanding, Beginning Balance | |||
| Weighted average exercise price per share, Beginning Balance | |||
| Weighted average remaining contractual term (Years), Ending Balance | 9 years 10 months 24 days | 0 years | |
| Aggregate intrinsic value, Beginning Balance | |||
| Granted | 156,000 | ||
| Weighted average exercise price per share, granted | $ 1.86 | $ 3.11 | |
| Exercised | |||
| Forfeited | |||
| Expired | |||
| Options, Outstanding, Ending Balance | 156,000 | ||
| Weighted average exercise price per share, Ending Balance | $ 3.11 | ||
| Aggregate intrinsic value, Ending Balance | |||
| Exercisable, Outstanding Balance | |||
| Weighted average exercise price per share Exercisable, Ending Balance | |||
| Weighted average remaining contractual term (Years) Exercisable, Ending Balance | 0 years | ||
| Aggregate intrinsic value Exercisable, Ending Balance |
Summary of Restricted Stock Units Activity (Details) shares in Thousands |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
$ / shares
shares
| |
| Share-Based Payment Arrangement [Abstract] | |
| Non vested, beginning balance | |
| Weighted average grant date fair value, beginning balance | $ / shares | |
| Granted | 369,000 |
| Weighted average grant date fair value, Granted | $ / shares | $ 3.77 |
| Shares vested | (170,000) |
| Shares forfeited | |
| Non vested, ending balance | 199,000 |
| Weighted average grant date fair value, ending balance | $ / shares | $ 3.58 |
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions |
6 Months Ended | |
|---|---|---|
Jun. 05, 2023 |
Jun. 30, 2023 |
|
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Shares available for issuance | 500,000 | |
| Common stock granted | 156,000 | |
| weighted average grant per share | $ 1.86 | $ 3.11 |
| Stock option non vested | 156,000 | |
| Unrecognized compensation cost | $ 0.3 | |
| Weighted average period | 4 years 10 months 24 days | |
| Restricted Stock Units (RSUs) [Member] | ||
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Unrecognized compensation cost | $ 0.7 | |
| Weighted average period | 2 years 8 months 12 days |
Commitments, Contingencies and Concentrations (Details Narrative) |
6 Months Ended |
|---|---|
|
Jun. 30, 2023
USD ($)
| |
| Product Information [Line Items] | |
| Legal fees | $ 250,000 |
| Loss Contingency Accrual | 200,000 |
| Loss Contingency Accrual, Payments | $ 53,000 |
| Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | 10 Customer [Member] | |
| Product Information [Line Items] | |
| Concentration Risk, Percentage | 4100.00% |
| Accounts Receivable [Member] | Customer Concentration Risk [Member] | 10 Customer [Member] | |
| Product Information [Line Items] | |
| Concentration Risk, Percentage | 6300.00% |
Related Party Transactions (Details Narrative) $ in Millions |
1 Months Ended | 6 Months Ended | |
|---|---|---|---|
|
Mar. 31, 2022
USD ($)
|
Jun. 30, 2023
USD ($)
ft²
|
Mar. 31, 2023
USD ($)
|
|
| FG Group Holdings [Member] | |||
| Related Party Transaction [Line Items] | |||
| Payable to related party | $ 0.6 | ||
| Business acquisition transaction costs | $ 0.6 | ||
| Debt installment payment | 1.0 | ||
| Reimbursement to related party | 0.6 | ||
| Landmark Studio Group [Member] | |||
| Related Party Transaction [Line Items] | |||
| Business acquisition purchase price | $ 1.7 | 1.7 | |
| Business acquisition transaction costs | $ 0.3 | ||
| IPO [Member] | |||
| Related Party Transaction [Line Items] | |||
| Other liabilities current | 1.0 | ||
| FG Group Holdings [Member] | |||
| Related Party Transaction [Line Items] | |||
| Other liabilities current | 1.0 | ||
| FG Group Holdings [Member] | Safehaven 2022 [Member] | |||
| Related Party Transaction [Line Items] | |||
| [custom:WorkingCapital-0] | $ 0.7 | ||
| Management Service Agreement [Member] | FG Group Holdings [Member] | IPO [Member] | |||
| Related Party Transaction [Line Items] | |||
| Area of land | ft² | 80,000 |