0001558370-20-013690 | 10-Q | XBRL Viewer | Chicken Soup FOR THE Soul Entertainment INC

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 12, 2020
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Entity Registrant Name	Chicken Soup for the Soul Entertainment, Inc.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001679063
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Amendment Flag	false
Common Class A And Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,670,884
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,856,946
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,813,938

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
ASSETS
Cash and cash equivalents	$ 9,243,315	$ 6,447,402
Accounts receivable, net of allowance for doubtful accounts of $1,777,744 and $1,531,247, respectively	24,772,024	34,661,119
Prepaid expenses and other current assets	2,985,503	1,173,223
Goodwill	21,448,106	21,448,106
Indefinite lived intangible assets	12,163,943	12,163,943
Intangible assets, net	20,575,942	35,451,951
Film library, net	36,878,196	33,250,149
Due from affiliated companies	6,081,324	7,642,432
Programming costs and rights, net	20,702,405	15,113,574
Other assets, net	4,794,239	313,585
Total assets	159,644,997	167,665,484
LIABILITIES AND EQUITY
Current maturities of commercial loan	0	3,200,000
Commercial loan, net of unamortized deferred finance costs of $0 and $189,525, respectively	0	11,810,475
9.50% Notes due 2025, net of unamortized deferred finance costs of $1,059,401 and $0, respectively	21,040,599	0
Notes payable under revolving credit facility	2,500,000	5,000,000
Film acquisition advance	10,210,000	0
Accounts payable and accrued expenses	25,923,748	26,646,390
Ad representation fees payable	3,021,520	12,429,838
Film library acquisition obligations	10,609,186	5,020,600
Programming obligations	6,416,012	7,300,861
Accrued participation costs	12,894,099	5,066,512
Other liabilities	1,777,548	170,106
Total liabilities	94,392,712	76,644,782
Commitments and contingencies (Note 14)
Stockholders' Equity:
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 1,732,139 and 1,599,002 shares issued and outstanding, respectively; redemption value of $43,303,475 and $39,975,050, respectively	173	160
Additional paid-in capital	96,498,618	87,610,030
Deficit	(67,182,836)	(32,695,629)
Class A common stock held in treasury, at cost (74,235 shares)	(632,729)	(632,729)
Total stockholders’ equity	28,684,500	54,283,039
Subsidiary convertible preferred stock	36,350,000	36,350,000
Noncontrolling interests	217,785	387,663
Total equity	65,252,285	91,020,702
Total liabilities and equity	159,644,997	167,665,484
Common Class A
Stockholders' Equity:
Common stock value	492	425
Common Class B
Stockholders' Equity:
Common stock value	$ 782	$ 782

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Accounts Receivable	$ 1,777,744	$ 1,531,247
Deferred Costs	$ 0	$ 189,525
Treasury Stock, Common, Shares	74,235	74,235
Series A Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Liquidation Preference Per Share	$ 25.00	$ 25.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	1,732,139	1,732,139
Preferred Stock, Shares Outstanding	1,599,002	1,599,002
Preferred Stock, Redemption Amount	$ 43,303,475	$ 39,975,050
Common Class A
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	70,000,000	70,000,000
Common Stock, Shares, Issued	4,919,195	4,259,920
Common Stock, Shares, Outstanding	4,844,960	4,185,685
Common Class B
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	7,813,938	7,813,938
Common Stock, Shares, Outstanding	7,813,938	7,813,938
Nine point Five Zero, Notes Due 2025 [Member]
Deferred Costs	$ 1,059,401	$ 0
Interest rate	9.50%	9.50%

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Online networks	$ 6,652,562	$ 14,383,659	$ 21,038,965	$ 25,128,001
Distribution and Production	13,318,050	2,662,429	26,948,795	6,655,114
Total revenue	19,970,612	17,046,088	47,987,760	31,783,115
Less: returns and allowances	(608,861)	(255,394)	(1,861,396)	(828,785)
Net revenue	19,361,751	16,790,694	46,126,364	30,954,330
Cost of revenue	14,840,851	13,614,648	37,684,786	23,568,743
Gross profit	4,520,900	3,176,046	8,441,578	7,385,587
Operating expenses:
Selling, general and administrative	9,301,550	6,371,870	23,194,223	13,894,351
Amortization and depreciation	4,576,742	4,695,522	15,022,885	5,631,136
Management and license fees	1,936,175	1,676,303	4,612,636	3,091,093
Total operating expenses	15,814,467	12,743,695	42,829,744	22,616,580
Operating loss	(11,293,567)	(9,567,649)	(34,388,166)	(15,230,993)
Interest expense	659,803	195,881	1,322,831	483,363
Loss on debt extinguishment	169,219	350,691	169,219	350,691
Acquisition-related costs		1,078,637	98,926	3,735,373
Other non-operating income, net	(43,445)	(8,997)	(4,381,292)	(34,546)
Loss before income taxes and preferred dividends	(12,079,144)	(11,183,861)	(31,597,850)	(19,765,874)
Provision for income taxes	26,000	1,248,000	93,000	557,000
Net loss before noncontrolling interests and preferred dividends	(12,105,144)	(12,431,861)	(31,690,850)	(20,322,874)
Net loss attributable to noncontrolling interests	(73,135)	(37,473)	(169,878)	(36,960)
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.	(12,032,009)	(12,394,388)	(31,520,972)	(20,285,914)
Less: preferred dividends	1,017,691	929,387	2,966,235	2,330,675
Net loss available to common stockholders	$ (13,049,700)	$ (13,323,775)	$ (34,487,207)	$ (22,616,589)
Net loss per common share:
Basic and diluted	$ (1.04)	$ (1.11)	$ (2.83)	$ (1.89)

Condensed Consolidated Statements of Equity - USD ($)	Common Class A Common Stock	Common Class B Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Treasury Stock	Subsidiary convertible Preferred Stock	Noncontrolling Interests	Total
Balance at Dec. 31, 2018	$ 421	$ 782	$ 92	$ 59,360,583	$ 2,281,187	$ (632,729)			$ 61,010,336
Balance (in shares) at Dec. 31, 2018	4,227,740	7,817,238	918,497
Share based compensation - stock options				190,847					190,847
Share based compensation - common stock				25,000					25,000
Issuance of Preferred stock			$ 14	3,499,986					3,500,000
Issuance of Preferred stock (in shares)			140,000
Preferred stock issuance costs				(288,160)					(288,160)
Dividends					(603,307)				(603,307)
Net loss					(2,773,430)				(2,773,430)
Balance at Mar. 31, 2019	$ 421	$ 782	$ 106	62,788,256	(1,095,550)	(632,729)			61,061,286
Balance (in shares) at Mar. 31, 2019	4,227,740	7,817,238	1,058,497
Balance at Dec. 31, 2018	$ 421	$ 782	$ 92	59,360,583	2,281,187	(632,729)			61,010,336
Balance (in shares) at Dec. 31, 2018	4,227,740	7,817,238	918,497
Net loss									(20,285,914)
Balance at Sep. 30, 2019	$ 425	$ 782	$ 160	88,077,143	(20,335,402)	(632,729)	$ 36,350,000	$ 484,985	103,945,364
Balance (in shares) at Sep. 30, 2019	4,259,920	7,813,938	1,599,002
Balance at Mar. 31, 2019	$ 421	$ 782	$ 106	62,788,256	(1,095,550)	(632,729)			61,061,286
Balance (in shares) at Mar. 31, 2019	4,227,740	7,817,238	1,058,497
Share based compensation - common stock				250,097					250,097
Issuance of Preferred stock			$ 28	6,987,597					6,987,625
Issuance of Preferred stock (in shares)			279,505
Preferred stock issuance costs				(538,295)					(538,295)
Stock options exercised	$ 2			160,159					160,161
Stock options exercised (in shares)	16,666
Conversion of Class B shares to Class A shares (in shares)	3,300	(3,300)
Dividends					(797,981)				(797,981)
Crackle business combination				15,322,531			36,350,000	521,945	52,194,476
Net income loss attributable to noncontrolling interest								513	513
Net loss					(5,118,096)				(5,118,096)
Balance at Jun. 30, 2019	$ 423	$ 782	$ 134	84,995,345	(7,011,627)	(632,729)	36,350,000	522,458	114,224,786
Balance (in shares) at Jun. 30, 2019	4,247,706	7,813,938	1,338,002
Share based compensation - stock options				236,351					236,351
Shares issued to directors	$ 1			25,000					25,001
Shares issued to directors (in shares)	6,956
Common stock grant (in shares)	5,258
Common stock grant	$ 1			41,854					41,855
Issuance of Preferred stock			$ 26	6,524,974					6,525,000
Issuance of Preferred stock (in shares)			261,000
Preferred stock issuance costs				(663,251)					(663,251)
Dividends					(929,387)				(929,387)
Crackle business combination				(3,083,130)					(3,083,130)
Net income loss attributable to noncontrolling interest								(37,473)	(37,473)
Net loss					(12,394,388)				(12,394,388)
Balance at Sep. 30, 2019	$ 425	$ 782	$ 160	88,077,143	(20,335,402)	(632,729)	36,350,000	484,985	103,945,364
Balance (in shares) at Sep. 30, 2019	4,259,920	7,813,938	1,599,002
Balance at Dec. 31, 2019	$ 425	$ 782	$ 160	87,610,030	(32,695,629)	(632,729)	36,350,000	387,663	91,020,702
Balance (in shares) at Dec. 31, 2019	4,259,920	7,813,938	1,599,002
Share based compensation - stock options				213,585					213,585
Share based compensation - common stock				31,250					31,250
Shares issued to directors	$ 1			(1)
Shares issued to directors (in shares)	7,805
Dividends					(974,272)				(974,272)
Net income loss attributable to noncontrolling interest								(52,854)	(52,854)
Net loss					(10,453,108)				(10,453,108)
Balance at Mar. 31, 2020	$ 426	$ 782	$ 160	87,854,864	(44,123,009)	(632,729)	36,350,000	334,809	79,785,303
Balance (in shares) at Mar. 31, 2020	4,267,725	7,813,938	1,599,002
Balance at Dec. 31, 2019	$ 425	$ 782	$ 160	87,610,030	(32,695,629)	(632,729)	36,350,000	387,663	91,020,702
Balance (in shares) at Dec. 31, 2019	4,259,920	7,813,938	1,599,002
Net loss									(31,520,972)
Balance at Sep. 30, 2020	$ 492	$ 782	$ 173	96,498,618	(67,182,836)	(632,729)	36,350,000	217,785	65,252,285
Balance (in shares) at Sep. 30, 2020	4,919,195	7,813,938	1,732,139
Balance at Mar. 31, 2020	$ 426	$ 782	$ 160	87,854,864	(44,123,009)	(632,729)	36,350,000	334,809	79,785,303
Balance (in shares) at Mar. 31, 2020	4,267,725	7,813,938	1,599,002
Share based compensation - stock options				198,023					198,023
Share based compensation - common stock				31,250					31,250
Dividends					(974,272)				(974,272)
Net income loss attributable to noncontrolling interest								(43,889)	(43,889)
Net loss					(9,035,855)				(9,035,855)
Balance at Jun. 30, 2020	$ 426	$ 782	$ 160	88,084,137	(54,133,136)	(632,729)	36,350,000	290,920	69,960,560
Balance (in shares) at Jun. 30, 2020	4,267,725	7,813,938	1,599,002
Sale of Class A Common Stock in initial public offering net of stock issuance fees of $3,101,493	$ 63			4,999,937					5,000,000
Issuance of common stock (in shares)	625,000
Share based compensation - stock options				230,123					230,123
Share based compensation - common stock				116,650					116,650
Shares issued to directors	$ 1			(1)
Shares issued to directors (in shares)	6,470
Common stock grant (in shares)	10,000
Common stock grant	$ 1			(1)
Issuance of common stock	63			4,999,937					5,000,000
Issuance of Preferred stock			$ 13	2,992,774					2,992,787
Issuance of Preferred stock (in shares)			133,137
Stock options exercised	$ 1			74,999					75,000
Stock options exercised (in shares)	10,000
Dividends					(1,017,691)				(1,017,691)
Net income loss attributable to noncontrolling interest								(73,135)	(73,135)
Net loss					(12,032,009)				(12,032,009)
Balance at Sep. 30, 2020	$ 492	$ 782	$ 173	$ 96,498,618	$ (67,182,836)	$ (632,729)	$ 36,350,000	$ 217,785	$ 65,252,285
Balance (in shares) at Sep. 30, 2020	4,919,195	7,813,938	1,732,139

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from Operating Activities:
Net loss	$ (31,690,850)	$ (20,322,874)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	820,881	794,149
Amortization of programming costs and rights	216,486	451,050
Amortization of deferred financing costs	65,905	72,063
Amortization and depreciation of intangibles, property and equipment	15,661,774	5,631,136
Amortization of film library	16,781,685	3,475,471
Bad debt and video return expense	4,072,785	1,241,243
Realized and unrealized losses on marketable securities	183,815	0
Loss on debt extinguishment	169,219	350,691
Other non-operating income	(5,530,650)	0
Deferred income taxes	0	452,000
Changes in operating assets and liabilities:
Trade accounts receivable	5,816,310	(16,132,075)
Prepaid expenses and other assets	(2,691,799)	(933,210)
Programming costs and rights	(5,805,317)	(1,622,067)
Film library	(20,409,732)	(10,134,353)
Accounts payable, accrued expenses and other payables	(7,000,310)	17,797,811
Film library acquisition and programming obligations	6,093,737	3,019,500
Accrued participation costs	7,827,587	(230,564)
Other liabilities	1,607,442	(278,870)
Net cash used in operating activities	(13,811,032)	(16,368,899)
Cash flows from Investing Activities:
Expenditures for property and equipment	(2,811,225)	0
Sales of marketable securities	640,510	0
Decrease (increase) in due from affiliated companies	1,561,108	(5,796,629)
Net cash used in investing activities	(609,607)	(5,796,629)
Cash flows from Financing Activities:
Proceeds from commercial loan	0	8,665,000
Repayments of commercial loan	(15,200,000)	(666,667)
Repayments of revolving credit facility from related party	(2,500,000)	0
Proceeds from 9.50% notes due 2025, net	20,995,000	0
Proceeds from film acquisition advance	8,820,000	0
Proceeds from issuance of common stock under equity plans	75,000	160,161
Dividends paid to common stockholders	(2,966,235)	(2,330,675)
Payment of deferred financing costs	0	(192,004)
Net cash provided by financing activities	17,216,552	21,158,734
Net increase (decrease) in cash and cash equivalents	2,795,913	(1,006,794)
Cash and cash equivalents at beginning of period	6,447,402	7,201,758
Cash and cash equivalents at end of the period	9,243,315	6,194,964
Supplemental data:
Interest paid	977,925	376,881
Noncash investing activities (accrued property and equipment)	2,400,000	0
Noncash investing activities (Crackle Plus business combination)	0	51,672,531
Common Class A
Cash flows from Financing Activities:
Proceeds from issuance of common stock under equity plans	5,000,000	0
Preferred Class A [Member]
Cash flows from Financing Activities:
Proceeds from issuance of Series A preferred stock	$ (2,992,787)	$ (15,522,919)

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($)	Sep. 30, 2020	Jul. 17, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents	$ 9,243,315		$ 6,447,402
Total cash, cash equivalents and restricted cash per statements of cash flows	$ 9,243,315		$ 6,447,402	$ 6,194,964	$ 7,201,758
Nine point Five Zero, Notes Due 2025 [Member]
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheets
Debt Instrument, Interest Rate, Stated Percentage	9.50%	9.50%	9.50%

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Note 1 – Description of the Business Chicken Soup for the Soul Entertainment, Inc. (the “Company”), is a Delaware corporation formed on May 4, 2016. The Company operates video-on-demand networks and is a leading global independent television and film distribution company with one of the largest independently owned television and film libraries. The Company operates in one reportable segment, across two operations areas, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. The Company currently operates in the United States and internationally and derives its revenue primarily in the United States. The Company has a presence in over 56 countries and territories worldwide. The chief executive officer of the Company is Mr. William J. Rouhana, Jr.

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Note 2 – Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed consolidated financial statements of Chicken Soup for the Soul Entertainment, Inc. have been prepared in conformity with accounting principles generally accepted in the United States and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. These condensed consolidated financial statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, estimated film ultimate revenues, allowance for doubtful accounts, intangible assets, share-based compensation expense, valuation allowance for income taxes and amortization of programming and film library costs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates the assumptions, judgments and estimates. Actual results may differ from these estimates. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Interim results are not necessarily indicative of the results for a full year. Certain prior year amounts have been reclassified to conform to the current year presentation. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements	9 Months Ended
Recent Accounting Pronouncements	Sep. 30, 2020
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	Note 3 – Recent Accounting Pronouncements Recently Issued Accounting Standards In March 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-02, “Improvements to Accounting for Costs of Films and License Agreements for Program Materials.” The amendments in this ASU align the accounting for production costs of an episodic television series with the accounting for production costs of films. In addition, the ASU modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements under the current film and broadcaster entertainment industry guidance. The new guidance is effective for the Company’s interim and annual reporting periods starting in the fiscal year beginning after December 15, 2020, with early adoption permitted. The new guidance will be applied on a prospective basis. Based on the Company’s preliminary assessment, the impact of implementation is not expected to be material. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808) – Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this ASU clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. The new guidance is effective for the Company’s interim and annual reporting periods starting in the fiscal year beginning after December 15, 2020, with early adoption permitted. The new guidance should be applied retrospectively to the date of initial application of the new revenue guidance in Topic 606 (January 1, 2018 for the Company). The Company does not expect the adoption of the amendments to have a material impact on its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020 for the Company, with early adoption permitted. The new guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The impact of adoption on the Company’s condensed consolidated financial statements is immaterial. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect the adoption of the amendments to have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for public companies’ fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. Because the Company is an emerging growth company, adoption is not required until fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021 as recently voted and deferred by FASB. The Company is currently assessing the potential impact ASU 2016-02 will have on its consolidated financial statements. Based on the Company’s preliminary assessment, the impact of implementation is expected to have a material impact on its condensed consolidated financial statements. If adopted, the Company estimates the right-of-use lease asset and corresponding lease liability will each total approximately $15,600,000, respectively, as of September 30, 2020. The Company does not expect adoption to have any material impact on its results from operations and financial condition. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial statements.

Business Combination

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Business Combination

Note 4 – Business Combination

The Company consummated the creation of its Crackle Plus subsidiary on May 14, 2019. In consideration for assets contributed to Crackle Plus by CPE Holdings, Inc. (“CPEH”), a Delaware corporation and affiliate of Sony Pictures Television Inc. (“Sony”), and Crackle, Inc., a Delaware corporation and wholly owned subsidiary of CPEH (“Crackle”), Crackle Plus issued to Crackle 37,000 units of preferred equity (“Preferred Units”) and 1,000 units of common equity (“Common Units”), which are now held by CPEH. In consideration for assets contributed to Crackle Plus by the Company, Crackle Plus issued to the Company 99,000 Common Units. From May 2020 to October 2020 (“Exercise Period”), CPEH will have the right to either convert its Preferred Units into Common Units of Crackle Plus or require us to purchase all, but not less than all, of its interest in Crackle Plus (“Put Option”). We would likely elect to pay the Put Option in cash or through the issuance of our 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) using a price per share of $25, unless we are able to raise sufficient cash to pay the Put Option in cash. Subject to certain limitations, in the event that CPEH hasn’t converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period.

As additional consideration to CPEH, the Company issued to CPEH warrants to purchase (a) Eight Hundred Thousand (800,000) shares of the Class A common stock of the Company at an exercise price of $8.13 per share (the “CSSE Class I Warrants”), (b) warrants to purchase One Million Two Hundred Thousand (1,200,000) shares of the Class A common stock of the Company at an exercise price of $9.67 per share, (the “CSSE Class II Warrants”); (c) warrants to purchase Three Hundred Eighty Thousand (380,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-A Warrants”); and (d) warrants to purchase One Million Six Hundred Twenty Thousand (1,620,000) shares of the Class A common stock of the Company at an exercise price of $11.61 per share, (the “CSSE Class III-B Warrants”). All the CSSE Warrants have a five-year term commencing on the closing and are exercisable at any time and from time to time during such term.

The Crackle Plus transaction was accounted for as a purchase of a business in accordance with FASB ASC 805, Business Combinations and the aggregate purchase price consideration of $51,672,531 has been allocated to assets acquired and liabilities assumed, based on management’s analysis and information received from an independent third-party appraisal.

The initial purchase price allocation was preliminary and subject to change up to one year after the date of acquisition. The final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows:


	May 14, 2019
Accounts receivable, net	$	5,360,667
Prepaid expenses		892,200
Programming Rights		1,155,363
Goodwill		18,911,027
Brand Value		18,807,004
Customer User Base		21,194,641
Content Rights		1,708,270
Partner Agreements		4,005,714
Assets acquired		72,034,886
Accounts payable and accrued expenses		(13,061,494)
Programming Obligations		(7,300,861)
Liabilities assumed		(20,362,355)
Total purchase consideration	$	51,672,531

In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected growth rates and estimated discount rates.

The amount related to other intangible assets represents the estimated fair values of the brand (trademark), customer user base, content rights, and partner agreements. These long lived assets are being amortized on a straight-line basis over their estimated useful lives of 16-84 months.

Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the intangible assets acquired that do not qualify for separate recognition.

The fair values of assets acquired, and liabilities assumed were based upon valuations performed by independent third party valuation experts.

Purchase Price Consideration Allocation:


Fair Value of Preferred Units	$	36,350,000
Fair Value of Warrants in CSSE		10,899,204
Fair Value of Put Option		4,423,327
Total Estimated Purchase Price	$	51,672,531

The purchase price paid by the Company reflects the total consideration given in return for the ownership share available to CPEH in the entity. Consideration given has been calculated at the fair market value of the Crackle Plus Preferred Units; the four CSSE tranches of warrants and the Put Option. The Company valued the securities based on the terms of the Contribution Agreement and the use of the Black Scholes model valuation technique on each of the respective components as follows,

The Preferred Units have a stated value at the time of the acquisition of $36.35 million, as set forth in the Crackle Plus Operating Agreement;

The four (4) tranches of CSSE warrants were individually valued based on the Black Sholes valuation model using their respective terms and strike prices (ranging from a 5% to 50% premium over the initial market price of $7.74). Each tranche used a volatility of 58% and a 5-year risk free rate of 2.2%;

The Put Option was valued via the Black-Sholes valuation model assuming an initial price of $36.35 million, strike price of $40M, volatility of 17% and term of 1.5 years reflecting the latest time the Put Option could be exercised or triggered.

All consideration transferred has been determined to represent equity-classified contingent consideration and has been measured at fair value as of the acquisition date. Equity-classified contingent consideration is not remeasured following the acquisition date, and its subsequent settlement is accounted for within equity. The equity classification has been determined based on the terms of the transaction.

The following table illustrates Crackle’s stand-alone financial performance included in the Company’s condensed consolidated statement of operations:


	Three Months Ended September 30,

	2020		2019
Gross revenue	$	7,427,763	$	14,023,375
Gross margin	$	1,231,913	$	2,419,470
Net loss	$	(7,454,920)	$	(5,851,970)


	Nine Months Ended September 30,

	2020		2019
Gross revenue	$	22,569,775	$	23,445,004
Gross margin	$	3,552,624	$	5,579,282
Net loss	$	(17,592,841)	$	(5,428,404)

Revenue Recognition

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 5 – Revenue Recognition

Revenue from contracts with customers is recognized as an unsatisfied performance obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control as we satisfy contractual performance obligations at a point in time or over time. Our contractual performance obligations include licensing of content and delivery of online advertisements on our owned and operated VOD platforms, the distribution of film content and production of episodic television series. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are valued at a fixed price at inception and do not include any variable consideration or financing components in our normal course of business. Sales tax, value added tax, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue.

The following tables disaggregate our revenue by operations area:


	Three Months Ended September 30,
							% of
	2020		% of revenue		2019		revenue
Revenue:
Online networks	$	6,652,562	34	%	$	14,383,659	86	%
Distribution and Production		13,318,050	69	%		2,662,429	16	%
Total revenue		19,970,612	103	%		17,046,088	102	%
Less: returns and allowances		(608,861)	(3)	%		(255,394)	(2)	%
Net revenue	$	19,361,751	100	%	$	16,790,694	100	%


	Nine Months Ended September 30,
							% of
	2020		% of revenue		2019		revenue
Revenue:
Online networks	$	21,038,965	46	%	$	25,128,001	81	%
Distribution and Production		26,948,795	58	%		6,655,114	22	%
Total revenue		47,987,760	104	%		31,783,115	103	%
Less: returns and allowances		(1,861,396)	(4)	%		(828,785)	(3)	%
Net revenue	$	46,126,364	100	%	$	30,954,330	100	%

Online Networks

In this operations area, the Company distributes and exhibits VOD content through Crackle Plus directly to consumers across all digital platforms, such as connected TV’s, smartphones, tablets, gaming consoles and the web through our owned and operated AVOD Crackle Plus networks. We also distribute our own and third-party owned content to consumers across various digital platforms through our SVOD network, Pivotshare. We generate advertising revenues primarily by serving video advertisements to our streaming viewers on our AVOD networks and subscription revenue from customers on our SVOD network.

Revenue from online digital distribution and VOD platforms in our Online Networks operations area are recorded over time as advertisements are delivered and when monthly activity is reported by advertisers.

Television and Film Distribution and Production

In this operations area, the Company distributes movies and television series worldwide, through Screen Media, to consumers through license agreements across all media, including theatrical, home video, pay-per-view, free, cable, pay television, VOD, mobile and new digital media platforms worldwide. We own the copyright or long-term distribution rights to over 1,000 television series and feature films, representing one of the largest independently owned libraries of filmed entertainment in the world.

Historically, we produced content in two main ways: we worked with sponsors and used highly regarded independent producers to develop and produce our television and short-form video content, including Brand-related content. We also derived revenue from our subsidiary, A Plus, which develops and distributes high-quality, empathetic short-form videos to millions of people worldwide. As a result of launching Crackle Plus, we decided to change our approach to content production, focusing primarily on co-production partnerships in order to build our AVOD networks, through Crackle Plus, and our worldwide distribution capabilities through Screen Media. By focusing this way, we believe that we will be able to grow our business more rapidly by entering into production agreements with a variety of production partners. In October 2019, we launched Landmark Studio Group, our first production co-venture subsidiary. Landmark Studio Group is a fully integrated entertainment company focused on ownership, development, and production of quality entertainment franchises.

The Company recognizes revenue from the production and distribution of television programs and short-form video content as each episode becomes available for delivery or becomes available for broadcast, and for short-form online videos, revenue is recognized when the videos are posted to a website for viewing. Revenue from the distribution of short-form online media content is included in television and short-form video production revenue in the accompanying consolidated statements of operations. Cash advances received by the Company are recorded as deferred revenue until all performance obligations have been satisfied.

For all customer contracts, the Company evaluates whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, the Company reports revenue for show productions, films distributed, and advertising placed on CSSE properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). The Company is the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. The Company also generates revenue through agency relationships in which revenue is reported net of agency commissions and publisher payments in arrangements where we do not own the content or the ad inventory.

No impairment losses have arisen from any CSSE contracts with customers during the three and nine months ended September 30, 2020 and 2019.

Performance obligations

The unit of measure under ASC 606 is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have either a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct, or have multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price can generally be readily allocated to each performance obligation based upon the selling price of each distinct service in the contract. In cases where estimates are needed to allocate the transaction price, we use historical experience and projections based on currently available information.

Contract balances

Contract balances include the following:


	September 30,		December 31,
	2020		2019
Accounts receivable, net	$	13,498,711	$	23,266,611
Contract assets (included in accounts receivable)		11,273,313		11,394,508
Total accounts receivable, net	$	24,772,024	$	34,661,119

Deferred revenue (included in other liabilities)	$	1,018,383	$	—

Contract assets are primarily comprised of contract obligations that are generally satisfied over time under the terms of our contracts with customers and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate to advance consideration received from customers under the terms of our contracts primarily related to cash payments received in advance of satisfaction of the contractual performance obligation. We generally receive payments from customers based upon contractual billing schedules and arrangements.

Contract receivables are recognized in the period the Company performs the agreed upon performance obligations and the Company’s right to consideration becomes unconditional. Payment terms vary by the type and location of our customer and the products or services provided. Payment terms for amounts invoiced are typically net 30 or 60 days. The term between invoicing and when payment is due is not significant.

A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a future event, other than the passage of time (i.e. type of unbilled receivable). Given the nature of our business from time to time we engage with customers for terms that include minimum guarantees which are contractual obligations for payment over a period of time that may extend past one year at a variable rate of payment – based on sales or collections. These minimum guarantees are generally collectible via royalty payments at an agreed rate which are collected on a monthly or quarterly basis. Contractual arrangements containing minimum guarantees are evaluated on a contract by contract basis for the need for present value treatment. As of the financial statement date no material arrangements requiring financing treatment have been identified.

The Company records deferred revenues (also referred to as contract liabilities under Topic 606) when cash payments are received or due in advance of our satisfying our performance obligations. Our deferred revenue balance primarily relates to advance payments received related to our content distribution rights agreements and our production sponsorship arrangements. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the three and nine months ended September 30, 2020.

Arrangements with multiple performance obligations

In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined.

Practical expedients

The Company has elected to use the practical expedient under the relevant accounting guidance to omit disclosure of remaining (or partially unsatisfied) performance obligations as the related contracts have an original expected duration of one year or less.

The Company has elected to use the practical expedient under the relevant accounting guidance to expense sales commissions as incurred because the amortization period is generally one year or less. These commission costs are recorded within Selling, general and administrative expenses.

Share-Based Compensation

9 Months Ended

Sep. 30, 2020

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Note 6 – Share-Based Compensation

Effective January 1, 2017, the Company adopted the 2017 Long Term Incentive Plan (the “Plan”) to attract and retain certain employees. The Plan provides for the issuance of up to 1,250,000 common stock equivalents subject to the terms and conditions of the Plan. The Plan generally provides for quarterly and bi-annual vesting over terms ranging from two to three years. The Company accounts for the Plan as an equity plan.

The Company recognizes stock options granted under the Plan at fair value determined by applying the Black Scholes options pricing model to the grant date market value of the underlying common shares of the Company.

The compensation expense associated with stock options is amortized on a straight-line basis over their respective vesting periods. For the three months ended September 30, 2020 and 2019, the Company recognized $230,123 and $236,351, respectively, and for the nine months ended September 30, 2020 and 2019, the Company recognized $641,731 and $677,295, respectively, of non-cash share-based compensation expense relating to stock options in selling, general and administrative expenses in the condensed consolidated statements of operations.

Stock options activity as of September 30, 2020 is as follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2019	1,032,500	$	7.73	3.33	$	576,000
Granted	30,000		8.73
Forfeited	—		—
Exercised	(10,000)		7.50
Expired	—		—
Outstanding at September 30, 2020	1,052,500	$	7.76	2.73	$	7,021,325

Vested and exercisable at September 30, 2020	834,167	$	7.57	2.08	$	5,725,583

As of September 30, 2020 the Company had unrecognized pre-tax compensation expense of $916,770 related to non-vested stock options under the Plan of which $189,537, $625,147 and $102,086 will be recognized in 2020, 2021 and 2022, respectively.

We used the following weighted average assumptions to estimate the fair value of stock options granted for the periods presented as follows:


	Nine Months Ended September 30,
Weighted Average Assumptions:	2020			2019
Expected dividend yield		0.0	%		0.0	%
Expected equity volatility		56.1	%		56.1	%
Expected term (years)		5			5
Risk-free interest rate		2.20	%		2.22	%
Exercise price per stock option	$	7.76		$	7.73
Market price per share	$	7.32		$	7.27
Weighted average fair value per stock option	$	3.54		$	3.51

The risk-free rates are based on the implied yield available on US Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options.

The Company estimates expected terms for stock options awarded to employees using the simplified method in accordance with ASC 718, Stock Compensation, because the Company does not have sufficient relevant information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options using the contractual term. Expected volatility is calculated based on the Company’s peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants.

The Company also awards common stock under the Plan to directors, employees and third-party consultants that provide services to the Company. The value is based on the market price of the stock on the date granted and amortized over the vesting period. For the three months ended September 30, 2020 and 2019, the Company recognized non-cash share-based compensation expense relating to stock grants of $116,650 and $66,854, respectively. For the nine months ended September 30, 2020 and 2019, the Company recognized non-cash share-based compensation expense relating to stock grants of $179,150 and $116,854, respectively.

Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

Note 7 - Earnings Per Share

Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. The dilutive effect of outstanding common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method.

Basic and diluted earnings per share are computed as follows:


	Three Months Ended September 30,
	2020		2019
Net loss available to common stockholders	$	(13,049,700)	$	(13,323,775)
Basic weighted-average shares outstanding		12,508,643		11,994,112
Effect of dilutive securities:
Assumed issuance of shares from exercise of stock options(a)		—		—
Assumed issuance of shares from exercise of warrants(a)		—		—

Diluted weighted-average shares outstanding(a)		12,508,643		11,994,112

Loss per share:
Basic and diluted	$	(1.04)	$	(1.11)

(a) For the three months ended September 30, 2020 and 2019, common stock equivalents totaling 942,336 and 325,790, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.


	Nine Months Ended September 30,
	2020		2019
Net loss available to common stockholders	$	(34,487,207)	$	(22,616,589)
Basic weighted-average shares outstanding		12,174,779		11,983,136
Effect of dilutive securities:
Assumed issuance of shares from exercise of stock options(a)		—		—
Assumed issuance of shares from exercise of warrants(a)		—		—

Diluted weighted-average shares outstanding(a)		12,174,779		11,983,136

Loss per share:
Basic and diluted	$	(2.83)	$	(1.89)

(a) For the nine months ended September 30, 2020 and 2019, common stock equivalents totaling 344,419 and 248,857, respectively, were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

Programming Costs

9 Months Ended

Sep. 30, 2020

Entertainment [Abstract]

Programming Costs

Note 8 – Programming Costs

Programming costs and rights, consists of the following:


	September 30,		December 31,
	2020		2019
Programming costs released	$	22,344,720	$	21,254,720
In production		—		991,277
In development		7,588,805		1,896,209
Accumulated depreciation		(9,758,353)		(9,682,935)
Programming costs, net		20,175,172		14,459,271

Programming rights		1,169,362		1,155,364
Accumulated depreciation		(642,129)		(501,061)
Programming rights, net		527,233		654,303

Total	$	20,702,405	$	15,113,574

Programming costs consists primarily of episodic television programs which are available for distribution through a variety of platforms, including Crackle. Amounts capitalized include development costs, production costs and direct production dedicated employee salaries.

Costs to create episodic programming are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenues expected to be recognized from various forms of exploitation.

Amortization expense related to episodic television programs was $11,667 and $25,816 for the three months ended September 30, 2020 and 2019, respectively, and $75,418 and $122,253 for the nine months ended September 30, 2020 and 2019, respectively.

During the three and nine months ended September 30, 2020 and 2019, the Company did not record any impairments related to our programming costs.

Programming rights consists of licenses to various titles which the company makes available for streaming on Crackle for an agreed upon license period.

Amortization expense related to programming rights was $39,426 and $155,263 for the three months ended September 30, 2020 and 2019, respectively, and $141,068 and $328,797 for the nine months ended September 30, 2020 and 2019, respectively.

Film Library

9 Months Ended

Sep. 30, 2020

Film Costs [Abstract]

Film Library

Note 9 – Film Library

Film library costs, net of amortization, consists of the following:


	September 30,		December 31,
	2020		2019
Acquisition costs	$	71,680,347	$	51,270,615
Accumulated amortization		(34,802,151)		(18,020,466)
Net film library costs	$	36,878,196	$	33,250,149

Film library consists primarily of the cost of acquiring film distribution rights and related acquisition and accrued participation costs. Costs related to film distribution rights are amortized in the proportion that revenues bear to management’s estimates of the ultimate revenue expected to be recognized from various forms of exploitation.

Film library amortization expense was $7,981,212 and $1,214,610 for the September 30, 2020 and 2019, respectively, and $16,781,685 and $3,475,471 for the nine months ended September 30, 2020 and 2019, respectively.

During the three and nine months ended September 30, 2020 and 2019, the Company did not record any impairments related to our film library.

Intangible Assets

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 10 - Intangible Assets

Indefinite lived intangible assets, consists of the following:


	September 30,		December 31,
	2020		2019
Intangible asset - video content license	$	5,000,000	$	5,000,000
Popcornflix film rights and other assets		7,163,943		7,163,943
	$	12,163,943	$	12,163,943

Intangible assets, net, consists of the following:


	September 30,		December 31,
	2020		2019
Acquired customer base, net	$	1,316,889	$	1,660,425
Non-compete agreement, net		154,632		287,175
Website development, net		162,194		259,510
Crackle Plus customer user base, net		—		11,259,653
Crackle Plus content rights, net		925,313		1,352,381
Crackle brand value, net		15,112,771		17,127,807
Crackle Plus partner agreements, net		2,904,143		3,505,000
	$	20,575,942	$	35,451,951

Amortization expense was $4,517,115 and $4,681,030 for the three months ended September 30, 2020 and 2019, respectively, and $14,876,009 and $5,587,663 for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020 amortization expense for the next 5 years is expected be:


Remainder of 2020	$	1,205,452
2021		4,755,536
2022		4,159,440
2023		3,774,138
2024		2,987,143
Thereafter		3,694,233
Total	$	20,575,942

Goodwill consists of the following:


	September 30,		December 31,
	2020		2019
Goodwill: Pivotshare	$	1,300,319	$	1,300,319
Goodwill: A Plus		1,236,760		1,236,760
Goodwill: Crackle Plus		18,911,027		18,911,027
	$	21,448,106	$	21,448,106

There was no impairment recorded related to goodwill and intangible assets in the three and nine months ended September 30, 2020 and 2019, respectively.

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

Note 11 – Debt

Commercial Loan

On August 22, 2019, the Company, entered into an amended and restated loan agreement with Patriot Bank, N.A. Under the Amended and Restated Loan Agreement, the Company’s outstanding $5,000,000 term loan and $3,500,000 line of credit were consolidated and combined into a term loan in the principal amount of $16,000,000 (the “Commercial Loan”). As a result, the Company recognized a loss on extinguishment of debt of $350,691 during the three and nine months ended September 30, 2019.

The Commercial Loan was evidenced by a consolidated, amended and restated term promissory note (“Note”). Subject to the terms of the Note, the Commercial Loan bore interest, payable monthly in arrears, at a fixed rate of 5.75% per annum. (which amount increased to 6.25% in March 2020 due to our failure to maintain a minimum cash deposit with Patriot Bank, N.A.) and had a maturity date of September 1, 2024.

On June 19, 2020, the Company and Patriot Bank, N.A. entered into an amendment and waiver, pursuant to which Patriot Bank waived certain defaults under the Amended and Restated Loan Agreement. The Company agreed to furnish certain financial reports to Patriot Bank and Patriot Bank acknowledged the Company’s intention to consummate an underwritten public offering of bonds and use a portion of the proceeds of such offering to repay in full the outstanding obligations under the Amended and Restated Loan Agreement.

On July 17, 2020, the Company repaid the entirety of the principal outstanding under the Commercial Loan of $13,333,333.

Revolving Credit Facility

On October 11, 2019, the Company created a majority owned subsidiary Landmark Studio Group. Through Landmark Studio Group, the Company entered into a Revolving Credit Facility (“Revolving Credit Facility”) with Cole Investments VII, LLC. The Revolving Credit Facility consists of a line of credit in the amount of $5,000,000 and bears interest of 8% per annum.

On July 23, 2020, the Company repaid $2,500,000 of the principal outstanding under the Revolving Credit Facility. The outstanding principal is repayable in full on October 11, 2021. At the option of the lender, the loan is repayable in cash or additional equity in the subsidiary.

9.50% Notes Due 2025

On July 17, 2020, the Company completed a public offering of 9.50% Notes due 2025 (the “Notes”) in the aggregate principal amount of $21,000,000. On August 5, 2020, the Company sold an additional $1,100,000 of Notes pursuant to the partial exercise of the overallotment option. The Notes bear interest at 9.50% per annum, payable every March 31, June 30, September 30, and December 31, and at maturity, beginning September 30, 2020. The Notes mature on July 31, 2025.

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

Film Acquisition Advance

On August 27, 2020, the Company entered into a Film Acquisition Advance Agreement with Great Point Media Limited (“GPM”). GPM advanced to the Company $10,210,000 of acquisition advances on August 28, 2020 (the “Acquisition Advance”) and may, directly, or through affiliated entities, fund additional acquisition advances in the future. Pursuant to the agreement, GPM has formed a US-based special purpose vehicle (the “SPV”), which has been assigned the territorial licenses and distribution rights in certain films and productions owned or to be acquired by Screen Media Ventures Inc., CSSE’s wholly owned subsidiary. The Company will pay the SPV on a quarterly basis adjusted gross receipts generated on each of the assigned productions during the two year term of the agreement, until the SPV has recouped the full Acquisition Advance for each of the productions together with interest and additional participation amounts on gross receipts generated by the productions. The Acquisition Advance bears interest at 10% per annum compounded monthly on the amount outstanding. In the event the SPV has not recouped the full Acquisition Advance from gross receipts generated within the two year contractual term, the Company shall pay the remaining balance outstanding, if any, by no later than November 30, 2022.

Long-term debt for the periods presented was as follows:


	September 30,		December 31,
	2020		2019
Commercial Loan	$	—	$	15,200,000
Notes due 2025		22,100,000		—
Revolving Credit Facility		2,500,000		5,000,000
Film acquisition advance		10,210,000		—
Total debt		34,810,000		20,200,000
Less: debt issuance costs		1,059,401		189,525
Less: current portion		—		3,200,000
Total long-term debt	$	33,750,599	$	16,810,475

As of September 30, 2020, the expected aggregate maturities of debt for each of the next five years are as follows:



Remainder of 2020	$	—
2021		2,500,000
2022		10,210,000
2023		—
2024		—
Thereafter		22,100,000
	$	34,810,000

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 12 – Income Taxes

The Company’s current and deferred income tax provision (benefit) are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Current provision (benefit):
States	$	26,000	$	(5,000)		93,000		105,000
Total current provision		26,000		(5,000)		93,000		105,000
Deferred provision:
Federal		—		923,000		—		333,000
States		—		330,000		—		119,000
Total deferred provision		—		1,253,000		—		452,000
Total provision for income taxes	$	26,000	$	1,248,000	$	93,000	$	557,000

Deferred income taxes reflect the temporary differences between the financial statement carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, adjusted by the relevant tax rate. The components of deferred tax assets and liabilities are as follows:


	September 30,		December 31,
	2020		2019
Deferred tax assets:
Net operating loss carry-forwards	$	13,352,000	$	9,680,000
Acquisition-related costs		723,000		723,000
Film library and other intangibles		7,406,000		3,769,000
Deferred state taxes		34,000		34,000
Less: valuation allowance		(18,566,000)		(11,243,000)
Total deferred tax assets		2,949,000		2,963,000
Deferred tax liabilities:
Programming costs		2,831,000		2,820,000
Other assets		118,000		143,000
Total deferred tax liabilities		2,949,000		2,963,000
Net deferred tax asset	$	—	$	—

The Company and its subsidiaries have combined net operating losses of approximately $49,591,000, $10,845,000 of which were incurred before 2018 and expire between 2031 and 2037 with the balance of $38,746,000 having no expiration under changes made by the Tax Cuts and Jobs Act but may only be utilized generally to offset only 80 percent of taxable income. The ultimate realization of the tax benefit from net operating losses is dependent upon future taxable income, if any, of the Company.

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Additionally the separate-return-limitation-year (SRLY) rules that apply to consolidated returns may limit the utilization of losses in a given year when consolidated tax returns are filed. Management has determined that because of a recent history of recurring losses, the ultimate realization of the net operating loss carryovers is not assured and has recorded a full valuation allowance. Public trading of company stock poses a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The deferred tax asset valuation allowance increased by $2,920,000 and $5,290,000 in the three months ended September 30, 2020 and 2019, respectively. The deferred tax asset valuation allowance increased by $7,323,000 and $5,394,000 in the nine months ended September 30, 2020 and 2019, respectively..

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 13 – Related Party Transactions At September 30, 2020 and December 31, 2019, the Company is owed $6,081,324 and $7,642,432, respectively, from affiliated companies - primarily CSS. The Company is part of CSS’s central cash management system whereby payroll and benefits are administered by CSS and the related expenses are charged to its subsidiaries and funds are transferred between affiliates to fulfill joint liquidity needs and business initiatives. Advances and repayments occur periodically. The Company and CSS do not charge interest on the net advances. For the three months ended September 30, 2020 and 2019, the Company recorded management and license fees of $1,936,175 and $1,676,303, respectively, and $4,612,636 and $3,091,093 for the nine months ended September 30, 2020 and 2019, respectively, payable to CSS.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 - Commitments and Contingencies

Operating Leases

The Company is obligated under non-cancellable lease agreements for certain facilities and services, which frequently include renewal options and escalation clauses. For leases that contain predetermined fixed escalations, we recognize the related rent expense on a straight-line basis and record the difference between the recognized rent expense and amounts payable under the lease as lease obligations. Lease obligations due within one year are included in accounts payable and accrued expenses on our condensed consolidated balance sheets. These leases expire at various points through 2031.

During May 2020, a technology platform vendor discontinued operations prior to the completion of the contractual service period. As a result, the Company was relieved of its multi-year commitment which extended through May 2022 of approximately $9,800,000. This commitment relief has been reflected in the below future minimum payments table.

Rent expense related to these leases was $399,711 and $107,303 for the three months ended September 30, 2020 and 2019, respectively, and $1,314,019 and $340,421 for the nine months ended September 30, 2020 and 2019, respectively.

Content Obligations

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

As of September 30, 2020, the Company had $23,503,285 of content obligations, comprised of $10,609,186 in film library acquisition obligations and $12,894,099 in accrued participation costs.

As of December 31, 2019, the Company had $10,087,112 of content obligations, comprised of $5,020,600 in film library acquisition obligations and $5,066,512 in accrued participation costs.

In the ordinary course of business, the Company from time to time enters into contractual arrangements under which it agrees to commitments with producers and other content providers for the acquisition of content and distribution rights which are in production or have not yet been completed, delivered to, and accepted by the Company ready for exploitation. Based on those contractual arrangements, the Company is committed but is not contractually liable to transfer any financial consideration until final delivery and acceptance has occurred. These commitments which are expected to be fulfilled in the normal course of business have been included below. The Company does not include any estimated obligation for these future titles beyond the known minimum amount.

Future minimum payments under non-cancelable operating leases and content agreements as of September 30, 2020 were as follows:



Remainder of 2020		1,555,468
2021		7,390,120
2022		7,083,085
2023		1,269,773
2024		1,295,168
2025 - 2031		8,862,909
Total minimum lease payments	$	27,456,523

Legal and Other Matters

The Company is not presently a party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on its business, financial condition, or results of operations.

Equity	9 Months Ended
Equity	Sep. 30, 2020
Equity [Abstract]
Equity	Note 15 – Equity Subsidiary convertible preferred stock The subsidiary convertible preferred stock represents the equity attributable to the noncontrolling interest holder as a part of the Crackle Plus business combination. Given the terms of the transaction, the noncontrolling interest holder has the right to convert its Preferred Units in the Crackle Plus joint venture into Common Units representing common ownership of 49% in the Crackle Plus joint venture or into Series A Preferred Stock in the Company. Based on the terms of the transaction agreement, the noncontrolling interest in the Crackle Plus joint venture is convertible into equity. Noncontrolling interest The noncontrolling interest represents a 1% equity interest in the consolidated subsidiary Crackle Plus. The noncontrolling interest is presented as a component of equity and the proportionate share of net income (loss) attributed to the noncontrolling interest is recorded in results of operations. Changes in noncontrolling interest that does not result in a loss of control are accounted for in equity. Gains and losses from the changes in the noncontrolling interest that result in a loss of control are recorded in results of operations.

Segment Reporting and Geographic Information	9 Months Ended
Segment Reporting and Geographic Information	Sep. 30, 2020
Segment Reporting [Abstract]
Segment Reporting and Geographic Information	Note 16 – Segment Reporting and Geographic Information The Company’s reportable segment has been determined based on the distinct nature of its operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker. The Company operates in one reportable segment, across two operations areas, the distribution and production of video content for sale to others and for use on our owned and operated video on demand platforms. We have a presence in over 56 countries and territories worldwide and intend to continue to sell our video content internationally. Net revenue generated in the United States accounted for approximately 99% of total net revenue for the three and nine months ended September 30, 2020 and 2019, respectively. Remaining net revenue was generated in the rest of the world. Long-lived assets are 100% based in the United States.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 17 – Subsequent Events Management has evaluated events occurring between the end of the period, September 30, 2020 and November 11, 2020 and noted no subsequent events requiring financial statement disclosure.

Business Combination (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]


	May 14, 2019
Accounts receivable, net	$	5,360,667
Prepaid expenses		892,200
Programming Rights		1,155,363
Goodwill		18,911,027
Brand Value		18,807,004
Customer User Base		21,194,641
Content Rights		1,708,270
Partner Agreements		4,005,714
Assets acquired		72,034,886
Accounts payable and accrued expenses		(13,061,494)
Programming Obligations		(7,300,861)
Liabilities assumed		(20,362,355)
Total purchase consideration	$	51,672,531

Schedule of Business Acquisitions, by Acquisition [Table Text Block]


Fair Value of Preferred Units	$	36,350,000
Fair Value of Warrants in CSSE		10,899,204
Fair Value of Put Option		4,423,327
Total Estimated Purchase Price	$	51,672,531

Crackle Plus

Schedule of Crackle’s financial performance

	Three Months Ended September 30,

	2020		2019
Gross revenue	$	7,427,763	$	14,023,375
Gross margin	$	1,231,913	$	2,419,470
Net loss	$	(7,454,920)	$	(5,851,970)


	Nine Months Ended September 30,

	2020		2019
Gross revenue	$	22,569,775	$	23,445,004
Gross margin	$	3,552,624	$	5,579,282
Net loss	$	(17,592,841)	$	(5,428,404)

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]


	Three Months Ended September 30,
							% of
	2020		% of revenue		2019		revenue
Revenue:
Online networks	$	6,652,562	34	%	$	14,383,659	86	%
Distribution and Production		13,318,050	69	%		2,662,429	16	%
Total revenue		19,970,612	103	%		17,046,088	102	%
Less: returns and allowances		(608,861)	(3)	%		(255,394)	(2)	%
Net revenue	$	19,361,751	100	%	$	16,790,694	100	%


	Nine Months Ended September 30,
							% of
	2020		% of revenue		2019		revenue
Revenue:
Online networks	$	21,038,965	46	%	$	25,128,001	81	%
Distribution and Production		26,948,795	58	%		6,655,114	22	%
Total revenue		47,987,760	104	%		31,783,115	103	%
Less: returns and allowances		(1,861,396)	(4)	%		(828,785)	(3)	%
Net revenue	$	46,126,364	100	%	$	30,954,330	100	%

Contract with Customer, Asset and Liability [Table Text Block]


	September 30,		December 31,
	2020		2019
Accounts receivable, net	$	13,498,711	$	23,266,611
Contract assets (included in accounts receivable)		11,273,313		11,394,508
Total accounts receivable, net	$	24,772,024	$	34,661,119

Deferred revenue (included in other liabilities)	$	1,018,383	$	—

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation, Stock Options, Activity [Table Text Block]


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contract	Intrinsic
	Stock Options	Price		Term (Yrs.)	Value
Outstanding at December 31, 2019	1,032,500	$	7.73	3.33	$	576,000
Granted	30,000		8.73
Forfeited	—		—
Exercised	(10,000)		7.50
Expired	—		—
Outstanding at September 30, 2020	1,052,500	$	7.76	2.73	$	7,021,325

Vested and exercisable at September 30, 2020	834,167	$	7.57	2.08	$	5,725,583

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]


	Nine Months Ended September 30,
Weighted Average Assumptions:	2020			2019
Expected dividend yield		0.0	%		0.0	%
Expected equity volatility		56.1	%		56.1	%
Expected term (years)		5			5
Risk-free interest rate		2.20	%		2.22	%
Exercise price per stock option	$	7.76		$	7.73
Market price per share	$	7.32		$	7.27
Weighted average fair value per stock option	$	3.54		$	3.51

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]


	Three Months Ended September 30,
	2020		2019
Net loss available to common stockholders	$	(13,049,700)	$	(13,323,775)
Basic weighted-average shares outstanding		12,508,643		11,994,112
Effect of dilutive securities:
Assumed issuance of shares from exercise of stock options(a)		—		—
Assumed issuance of shares from exercise of warrants(a)		—		—

Diluted weighted-average shares outstanding(a)		12,508,643		11,994,112

Loss per share:
Basic and diluted	$	(1.04)	$	(1.11)


	Nine Months Ended September 30,
	2020		2019
Net loss available to common stockholders	$	(34,487,207)	$	(22,616,589)
Basic weighted-average shares outstanding		12,174,779		11,983,136
Effect of dilutive securities:
Assumed issuance of shares from exercise of stock options(a)		—		—
Assumed issuance of shares from exercise of warrants(a)		—		—

Diluted weighted-average shares outstanding(a)		12,174,779		11,983,136

Loss per share:
Basic and diluted	$	(2.83)	$	(1.89)

Programming Costs (Tables)

9 Months Ended

Sep. 30, 2020

Entertainment [Abstract]

Schedule of programming costs, net of amortization


	September 30,		December 31,
	2020		2019
Programming costs released	$	22,344,720	$	21,254,720
In production		—		991,277
In development		7,588,805		1,896,209
Accumulated depreciation		(9,758,353)		(9,682,935)
Programming costs, net		20,175,172		14,459,271

Programming rights		1,169,362		1,155,364
Accumulated depreciation		(642,129)		(501,061)
Programming rights, net		527,233		654,303

Total	$	20,702,405	$	15,113,574

Film Library (Tables)

9 Months Ended

Sep. 30, 2020

Film Costs [Abstract]

Schedule of film library costs


	September 30,		December 31,
	2020		2019
Acquisition costs	$	71,680,347	$	51,270,615
Accumulated amortization		(34,802,151)		(18,020,466)
Net film library costs	$	36,878,196	$	33,250,149

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]


	September 30,		December 31,
	2020		2019
Intangible asset - video content license	$	5,000,000	$	5,000,000
Popcornflix film rights and other assets		7,163,943		7,163,943
	$	12,163,943	$	12,163,943

Schedule of Finite-Lived Intangible Assets [Table Text Block]


	September 30,		December 31,
	2020		2019
Acquired customer base, net	$	1,316,889	$	1,660,425
Non-compete agreement, net		154,632		287,175
Website development, net		162,194		259,510
Crackle Plus customer user base, net		—		11,259,653
Crackle Plus content rights, net		925,313		1,352,381
Crackle brand value, net		15,112,771		17,127,807
Crackle Plus partner agreements, net		2,904,143		3,505,000
	$	20,575,942	$	35,451,951

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]


Remainder of 2020	$	1,205,452
2021		4,755,536
2022		4,159,440
2023		3,774,138
2024		2,987,143
Thereafter		3,694,233
Total	$	20,575,942

Schedule of Goodwill [Table Text Block]


	September 30,		December 31,
	2020		2019
Goodwill: Pivotshare	$	1,300,319	$	1,300,319
Goodwill: A Plus		1,236,760		1,236,760
Goodwill: Crackle Plus		18,911,027		18,911,027
	$	21,448,106	$	21,448,106

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of long-term debt


	September 30,		December 31,
	2020		2019
Commercial Loan	$	—	$	15,200,000
Notes due 2025		22,100,000		—
Revolving Credit Facility		2,500,000		5,000,000
Film acquisition advance		10,210,000		—
Total debt		34,810,000		20,200,000
Less: debt issuance costs		1,059,401		189,525
Less: current portion		—		3,200,000
Total long-term debt	$	33,750,599	$	16,810,475

Schedule of aggregate maturities of long-term debt



Remainder of 2020	$	—
2021		2,500,000
2022		10,210,000
2023		—
2024		—
Thereafter		22,100,000
	$	34,810,000

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Current provision (benefit):
States	$	26,000	$	(5,000)		93,000		105,000
Total current provision		26,000		(5,000)		93,000		105,000
Deferred provision:
Federal		—		923,000		—		333,000
States		—		330,000		—		119,000
Total deferred provision		—		1,253,000		—		452,000
Total provision for income taxes	$	26,000	$	1,248,000	$	93,000	$	557,000

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


	September 30,		December 31,
	2020		2019
Deferred tax assets:
Net operating loss carry-forwards	$	13,352,000	$	9,680,000
Acquisition-related costs		723,000		723,000
Film library and other intangibles		7,406,000		3,769,000
Deferred state taxes		34,000		34,000
Less: valuation allowance		(18,566,000)		(11,243,000)
Total deferred tax assets		2,949,000		2,963,000
Deferred tax liabilities:
Programming costs		2,831,000		2,820,000
Other assets		118,000		143,000
Total deferred tax liabilities		2,949,000		2,963,000
Net deferred tax asset	$	—	$	—

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Operating Lease Commitment



Remainder of 2020		1,555,468
2021		7,390,120
2022		7,083,085
2023		1,269,773
2024		1,295,168
2025 - 2031		8,862,909
Total minimum lease payments	$	27,456,523

Description of the Business (Details)	9 Months Ended
Description of the Business (Details)	Sep. 30, 2020 segment country
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	1
Number of operating segments	2
Number of countries and territories worldwide the company has a presence \| country	56

Recent Accounting Pronouncements (Details)	Sep. 30, 2020 USD ($)
Accounting Policies [Abstract]
Operating Lease, Right-of-Use Asset	$ 15,600,000

Business Combination - Purchase price to fair value of net assets acquired (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Mar. 27, 2019
Purchase price consideration allocated to fair value of net assets acquired:
Goodwill	$ 21,448,106	$ 21,448,106
Crackle Plus Entity [Member]
Purchase price consideration allocated to fair value of net assets acquired:
Accounts receivable, net			$ 5,360,667
Prepaid expenses			892,200
Programming Rights			1,155,363
Goodwill			18,911,027
Assets acquired			72,034,886
Accounts payable and accrued expenses			(13,061,494)
Programming Obligations			(7,300,861)
Liabilities assumed			(20,362,355)
Total purchase consideration, less cash acquired			51,672,531
Crackle Plus Entity [Member] \| Brand Value [Member]
Purchase price consideration allocated to fair value of net assets acquired:
Intangible assets other than goodwill			18,807,004
Crackle Plus Entity [Member] \| Customer User Rights [Member]
Purchase price consideration allocated to fair value of net assets acquired:
Intangible assets other than goodwill			21,194,641
Crackle Plus Entity [Member] \| Content Rights [Member]
Purchase price consideration allocated to fair value of net assets acquired:
Intangible assets other than goodwill			1,708,270
Crackle Plus Entity [Member] \| Partner Agreements [Member]
Purchase price consideration allocated to fair value of net assets acquired:
Intangible assets other than goodwill			$ 4,005,714

Business Combination - Purchase Price Consideration Allocation (Details) - Crackle Plus Entity [Member] - USD ($)		1 Months Ended
	Mar. 27, 2019	Mar. 27, 2019
Business Acquisition [Line Items]
Total Estimated Purchase Price	$ 51,672,531	$ 51,672,531
Fair Value Of Preferred Units
Business Acquisition [Line Items]
Total Estimated Purchase Price		36,350,000
Fair Value Of Warrants Csse
Business Acquisition [Line Items]
Total Estimated Purchase Price		10,899,204
Fair Value Of Put Option
Business Acquisition [Line Items]
Total Estimated Purchase Price		$ 4,423,327

Business Combination - Financial Performance (Details) - Crackle Plus Entity [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Business Acquisition [Line Items]
Gross revenue	$ 7,427,763	$ 14,023,375	$ 22,569,775	$ 23,445,004
Gross margin	1,231,913	2,419,470	3,552,624	5,579,282
Net loss	$ (7,454,920)	$ (5,851,970)	$ (17,592,841)	$ (5,428,404)

Business Combination (Details)		1 Months Ended	3 Months Ended		9 Months Ended
Business Combination (Details)	Mar. 27, 2019 USD ($) Y shares	Mar. 27, 2019 USD ($) Y	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Mar. 27, 2019 $ / shares	Mar. 27, 2019 shares	Mar. 27, 2019	Mar. 27, 2019 USD ($)
Amortization method					straight-line basis
Measurement Input, Share Price [Member]
Strike prices and market price \| $ / shares							7.74
Crackle Plus Entity [Member]
Convertible preferred stock terms of conversion					From May 2020 to October 2020 ("Exercise Period"), CPEH will have the right to either convert its Preferred Units into Common Units of Crackle Plus or require us to purchase all, but not less than all, of its interest in Crackle Plus ("Put Option"). We would likely elect to pay the Put Option in cash or through the issuance of our 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock") using a price per share of $25, unless we are able to raise sufficient cash to pay the Put Option in cash. Subject to certain limitations, in the event that CPEH hasn't converted its Preferred Units into Common Units of Crackle Plus or exercised its Put Option, Crackle shall be deemed to have automatically exercised the Put Option on the last day of the Exercise Period.
Purchase price consideration \| $	$ 51,672,531	$ 51,672,531
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual \| $			$ 7,427,763	$ 14,023,375	$ 22,569,775	$ 23,445,004
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual \| $			$ (7,454,920)	$ (5,851,970)	$ (17,592,841)	$ (5,428,404)
Crackle Plus Entity [Member] \| Measurement Input Strike Price [Member] \| Put Option [Member]
Initial price and strike price									40,000,000
Crackle Plus Entity [Member] \| Measurement Input, Option Volatility [Member]
Strike prices and market price									58
Crackle Plus Entity [Member] \| Measurement Input, Expected Term [Member] \| Put Option [Member]
Initial price and strike price \| Y	1.5	1.5
Crackle Plus Entity [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Strike prices and market price									2.2
Crackle Plus Entity [Member] \| Measurement Input Initial Price Assumption [Member] \| Put Option [Member]
Initial price and strike price \| $										36,350,000
Crackle Plus Entity [Member] \| Measurement Input, Price Volatility [Member] \| Put Option [Member]
Initial price and strike price									17
Crackle Plus Entity [Member] \| Minimum [Member]
Estimated useful lives					16 months
Crackle Plus Entity [Member] \| Minimum [Member] \| Measurement Input Strike Price [Member]
Strike prices and market price	5	5							5
Crackle Plus Entity [Member] \| Maximum [Member]
Estimated useful lives					84 months
Crackle Plus Entity [Member] \| Maximum [Member] \| Measurement Input Strike Price [Member]
Strike prices and market price									50
Crackle Plus Entity [Member] \| Warrant [Member]
Warrants term	5 years
Crackle Plus Entity [Member] \| Contribution Agreement [Member] \| Crackle JV interest [Member]
Number of shares issued	99,000
Crackle Plus Entity [Member] \| Preferred Stock \| Contribution Agreement [Member]
Number of shares issued	37,000
Crackle Plus Entity [Member] \| Common Stock \| Contribution Agreement [Member]
Number of shares issued	1,000
Crackle Plus Entity [Member] \| Common Class A \| CSSE Class I Warrant [Member]
Number of securities called by warrants or rights								800,000
Exercise price of warrants or rights \| $ / shares							$ 8.13
Crackle Plus Entity [Member] \| Common Class A \| CSSE Class II Warrant [Member]
Number of securities called by warrants or rights								1,200,000
Exercise price of warrants or rights \| $ / shares							9.67
Crackle Plus Entity [Member] \| Common Class A \| CSSE Class III A Warrant [Member]
Number of securities called by warrants or rights								380,000
Exercise price of warrants or rights \| $ / shares							11.61
Crackle Plus Entity [Member] \| Common Class A \| CSSE Class III B Warrant [Member]
Number of securities called by warrants or rights								1,620,000
Exercise price of warrants or rights \| $ / shares							$ 11.61

Revenue Recognition - Disaggregates our revenue by major operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Total revenue	$ 19,970,612	$ 17,046,088	$ 47,987,760	$ 31,783,115
Less: returns and allowances	(608,861)	(255,394)	(1,861,396)	(828,785)
Net revenue	19,361,751	16,790,694	46,126,364	30,954,330
Revenue
Disaggregation of Revenue [Line Items]
Net revenue	$ 19,361,751	$ 16,790,694	$ 46,126,364	$ 30,954,330
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Customer Concentration Risk [Member] \| Revenue
Disaggregation of Revenue [Line Items]
Concentration risk percentage	103.00%	102.00%	104.00%	103.00%
Sales Returns and Allowances [Member]
Disaggregation of Revenue [Line Items]
Less: returns and allowances	$ (608,861)	$ (255,394)	$ (1,861,396)	$ (828,785)
Sales Returns and Allowances [Member] \| Revenue
Disaggregation of Revenue [Line Items]
Concentration risk percentage	(3.00%)	(2.00%)	(4.00%)	(3.00%)
Online networks
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,652,562	$ 14,383,659	$ 21,038,965	$ 25,128,001
Online networks \| Customer Concentration Risk [Member] \| Revenue
Disaggregation of Revenue [Line Items]
Concentration risk percentage	34.00%	86.00%	46.00%	81.00%
Distribution and Production
Disaggregation of Revenue [Line Items]
Total revenue	$ 13,318,050	$ 2,662,429	$ 26,948,795	$ 6,655,114
Distribution and Production \| Customer Concentration Risk [Member] \| Revenue
Disaggregation of Revenue [Line Items]
Concentration risk percentage	69.00%	16.00%	58.00%	22.00%

Revenue Recognition - Contract assets (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Contract with Customer, Asset and Liability [Abstract]
Accounts receivable, net	$ 13,498,711	$ 23,266,611
Contract Assets	11,273,313	11,394,508
Total accounts receivable, net	24,772,024	$ 34,661,119
Contract Liabilities	$ 1,018,383

Revenue Recognition - Additional information (Details)	3 Months Ended		9 Months Ended
Revenue Recognition - Additional information (Details)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) item	Sep. 30, 2019 USD ($)
Disaggregation of Revenue [Line Items]
Impairment losses from CSSE contracts with customers \| $	$ 0	$ 0	$ 0	$ 0
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false]			true
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true false]			true
Television and film distribution
Disaggregation of Revenue [Line Items]
Number of television series and feature films own the copyrights or long-term distribution rights \| item			1,000

Share-Based Compensation (Details) - Employee Stock Option [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options, Total outstanding at the beginning of the period \| shares	1,032,500
Number of Stock Options, Options granted \| shares	30,000
Number of Stock Options, Options exercised \| shares	(10,000)
Number of Stock Options, Total outstanding at the end of the period \| shares	1,052,500	1,032,500
Number of Stock Options, Total exercisable at March 31, 2020 \| shares	834,167
Weighted Average Exercise Price, Beginning of period \| $ / shares	$ 7.73
Weighted Average Exercise Price, Granted \| $ / shares	8.73
Weighted Average Exercise Price, Exercised \| $ / shares	7.50
Weighted Average Exercise Price, End of period \| $ / shares	7.76	$ 7.73
Weighted Average Exercise Price, Vested and Exercisable \| $ / shares	$ 7.57
Weighted Average Remaining Contract Term, Total outstanding	2 years 8 months 23 days	3 years 3 months 29 days
Weighted Average Remaining Contract Term Exercise Price, Vested and Exercisable	2 years 29 days
Aggregate Intrinsic Value, Total outstanding Balance, Beginning of the period \| $	$ 576,000
Aggregate Intrinsic Value, Total outstanding Balance, End of the period \| $	7,021,325	$ 576,000
Aggregate Intrinsic Value, Vested and Exercisable at March 31, 2020 \| $	$ 5,725,583

Share-Based Compensation - Weighted average assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Valuation assumptions:
Expected dividend yield	0.00%	0.00%
Expected equity volatility	56.10%	56.10%
Expected term (years)	5 years	5 years
Risk-free interest rate	2.20%	2.22%
Exercise price per stock option	$ 7.76	$ 7.73
Market price per share	7.32	7.27
Weighted average fair value per stock option	$ 3.54	$ 3.51

Share-Based Compensation - Narrative (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 01, 2017	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 13, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock equivalents authorized under Plan									1,250,000
Unrecognized pre-tax compensation expense		$ 916,770		$ 916,770
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan	2 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for share-based plan	3 years
Scenario, Forecast [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized						$ 102,086	$ 625,147	$ 189,537
Straight-line [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized		230,123	$ 236,351	641,731	$ 677,295
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized		$ 116,650	$ 66,854	$ 179,150	$ 116,854
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted				30,000
Stock options exercised				10,000

Earnings Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
Earnings Per Share (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Reconciliation Per share [Abstract]
Net loss available to common stockholders	$ (13,049,700)	$ (13,323,775)	$ (34,487,207)	$ (22,616,589)
Basic weighted-average shares outstanding	12,508,643	11,994,112	12,174,779	11,983,136
Diluted weighted-average shares outstanding	12,508,643	11,994,112	12,174,779	11,983,136
Loss per share:
Basic and diluted	$ (1.04)	$ (1.11)	$ (2.83)	$ (1.89)

Earnings Per Share - Antidilutive securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Common Stock
Antidilutive securities	942,336	325,790	344,419	248,857

Programming Costs (Details) - USD ($)	3 Months Ended		9 Months Ended
Programming Costs (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Entertainment [Abstract]
Programming costs released	$ 22,344,720		$ 22,344,720		$ 21,254,720
In production					991,277
In development	7,588,805		7,588,805		1,896,209
Accumulated depreciation	(9,758,353)		(9,758,353)		(9,682,935)
Programming costs, net	20,175,172		20,175,172		14,459,271
Programming rights	1,169,362		1,169,362		1,155,364
Accumulated depreciation	(642,129)		(642,129)		(501,061)
Programming rights, net	527,233		527,233		654,303
Total	20,702,405		20,702,405		$ 15,113,574
Amortization expense of episodic television programs	11,667	$ 25,816	75,418	$ 122,253
Amortization expense on programming rights	$ 39,426	$ 155,263	$ 141,068	$ 328,797

Film Library (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Film Costs [Abstract]
Acquisition costs	$ 71,680,347	$ 51,270,615
Accumulated amortization	(34,802,151)	(18,020,466)
Net film library costs	$ 36,878,196	$ 33,250,149

Film Library- Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Film Library- Narrative (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Film Libraries [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 7,981,212	$ 1,214,610	$ 16,781,685	$ 3,475,471

Intangible Assets - Indefinite lived Intangible assets (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Indefinite lived intangible assets	$ 12,163,943	$ 12,163,943
Video content license
Indefinite lived intangible assets	5,000,000	5,000,000
Popcornflix film rights and other assets
Indefinite lived intangible assets	$ 7,163,943	$ 7,163,943

Intangible Assets - Finite-lived (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Intangible assets	$ 20,575,942	$ 35,451,951
Acquired customer base, net
Intangible assets	1,316,889	1,660,425
Non-compete agreement, net
Intangible assets	154,632	287,175
Website Development, net
Intangible assets	162,194	259,510
Crackle Plus Customer User Base, net
Intangible assets		11,259,653
Crackle Plus Content Rights, net
Intangible assets	925,313	1,352,381
Crackle Brand Value, net
Intangible assets	15,112,771	17,127,807
Crackle Plus Partner Agreements, net
Intangible assets	$ 2,904,143	$ 3,505,000

Intangible Assets - Amortization Expense (Details)	Sep. 30, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2020	$ 1,205,452
2021	4,755,536
2022	4,159,440
2023	3,774,138
2024	2,987,143
Thereafter	3,694,233
Amortization expense	$ 20,575,942

Intangible Assets - Goodwill (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Goodwill	$ 21,448,106	$ 21,448,106
Pivotshare Inc
Goodwill	1,300,319	1,300,319
A Plus
Goodwill	1,236,760	1,236,760
Crackle Plus
Goodwill	$ 18,911,027	$ 18,911,027

Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangible Assets - Narrative (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4,517,115	$ 4,681,030	$ 14,876,009	$ 5,587,663
Goodwill and intangible asset impairment	$ 0	$ 0	$ 0	$ 0

Debt - Schedule (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Total debt	$ 34,810,000	$ 20,200,000
Less: debt issuance costs	1,059,401	189,525
Less: current portion		3,200,000
Total long-term debt	33,750,599	16,810,475
Commercial Loan
Total debt		15,200,000
Revolving credit facility
Total debt	2,500,000	$ 5,000,000
Nine point Five Zero, Notes Due 2025 [Member]
Total debt	22,100,000
Film Acquisition Advance [Member]
Total debt	$ 10,210,000

Debt - Future principal payments (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2021	$ 2,500,000
2022	10,210,000
Thereafter	22,100,000
Total debt	$ 34,810,000	$ 20,200,000

Debt - Narrative (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
Debt - Narrative (Details) - USD ($)	Aug. 27, 2020	Jul. 23, 2020	Jul. 17, 2020	Mar. 31, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Aug. 05, 2020	Dec. 31, 2019	Oct. 11, 2019	Aug. 22, 2019
Loss on debt extinguishment					$ (169,219)	$ (350,691)	$ (169,219)	$ (350,691)
Proceeds from Issuance of Common Stock							75,000	160,161
Total debt					34,810,000		34,810,000			$ 20,200,000
Repayments of Lines of Credit							2,500,000	0
Revolving credit facility
Original principal amount											$ 5,000,000
Interest rate											8.00%
Total debt					$ 2,500,000		$ 2,500,000			$ 5,000,000
Repayments of Lines of Credit		$ 2,500,000
Revolving Line of Credit
Total debt												$ 3,500,000
Nine point Five Zero, Notes Due 2025 [Member]
Original principal amount			$ 21,000,000						$ 1,100,000
Interest rate			9.50%		9.50%		9.50%			9.50%
Proceeds from Issuance of Common Stock			$ 20,995,000
Payments of Stock Issuance Costs			1,105,000
Total debt					$ 22,100,000		$ 22,100,000
Film Acquisition Advance [Member]
Original principal amount	$ 10,210,000
Debt Instrument, Interest Rate During Period	10.00%
Long-term Debt, Term	2 years
Total debt					$ 10,210,000		10,210,000
Commercial Loan
Original principal amount												$ 16,000,000
Loss on debt extinguishment						$ 350,691		350,691
Interest rate												5.75%
Increase of interest rate				6.25%
Total debt										$ 15,200,000
Repayments of Secured			13,333,333
Repayments of Lines of Credit			$ 13,333,333
Term Loan
Total debt												$ 5,000,000
Common Class A
Proceeds from Issuance of Common Stock							$ 5,000,000	$ 0

Income Taxes - Provision (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes - Provision (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Current provision (benefit):
States	$ 26,000	$ (5,000)	$ 93,000	$ 105,000
Total current provision	26,000	(5,000)	93,000	105,000
Deferred provision (benefit):
Federal		923,000		333,000
States		330,000		119,000
Total deferred provision		1,253,000		452,000
Total provision for income taxes	$ 26,000	$ 1,248,000	$ 93,000	$ 557,000

Income Taxes - Deferred taxes (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Deferred Tax Assets:
Net operating loss carry-forwards	$ 13,352,000	$ 9,680,000
Acquisition-related costs	723,000	723,000
Film library and other intangibles	7,406,000	3,769,000
Deferred state taxes	34,000	34,000
Less: valuation allowance	(18,566,000)	(11,243,000)
Total Deferred Tax Assets	2,949,000	2,963,000
Deferred Tax Liabilities:
Programming costs	2,831,000	2,820,000
Other assets	118,000	143,000
Total Deferred Tax Liabilities	2,949,000	2,963,000
Net deferred tax asset	$ 0	$ 0

Income Taxes - Additional information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating loss carryforward subject to expiration	$ 49,591,000		$ 49,591,000
Operating loss carryforwards not subject to expiration with limited annual deduction	38,746,000		$ 38,746,000
Percentage of operating loss carryforwards offset on taxable income			80.00%
Deferred tax asset valuation allowance	2,920,000	$ 5,290,000	$ 7,323,000	$ 5,394,000
Tax Year 2031 to 2037
Operating loss carryforward subject to expiration	$ 10,845,000		$ 10,845,000

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Related Party Transaction [Line Items]
Due from affiliated companies	$ 6,081,324		$ 6,081,324		$ 7,642,432
CSS \| Management Agreement
Related Party Transaction [Line Items]
Management fee expense	1,936,175	$ 1,676,303	4,612,636	$ 3,091,093
CSS \| License Agreement
Related Party Transaction [Line Items]
License fee expense	$ 1,936,175	$ 1,676,303	$ 4,612,636	$ 3,091,093

Commitments and Contingencies (Details)	Sep. 30, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2020	$ 1,555,468
2021	7,390,120
2022	7,083,085
2023	1,269,773
2024	1,295,168
2025 - 2031	8,862,909
Total minimum lease payments	$ 27,456,523

Commitments and Contingencies - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Long Term Commitment, Relief	$ 9,800,000		$ 9,800,000
Rent expense	399,711	$ 107,303	1,314,019	$ 340,421
Content Acquisition, Licensing And Production [Member]
Other Commitment	12,894,099		12,894,099		$ 5,066,512
content obligation	23,503,285		23,503,285		10,087,112
Library acquisition	$ 10,609,186		$ 10,609,186		$ 5,020,600

Equity (Details) - Crackle Plus Entity [Member]	Sep. 30, 2020
Common ownership percent	49.00%
Noncontrolling interests percent	1.00%

Segment Reporting and Geographic Information (Details)	3 Months Ended		9 Months Ended
Segment Reporting and Geographic Information (Details)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020 segment country	Sep. 30, 2019
Number of reportable segments			1
Number of operating segments			2
Number of countries and territories worldwide the company has a presence \| country			56
UNITED STATES
Percent of consolidated long-lived assets			100.00%
Sales Revenue, Net [Member] \| UNITED STATES
Concentration risk percentage	99.00%	99.00%	99.00%	99.00%

Subsequent Events (Details) - USD ($)	9 Months Ended
Subsequent Events (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Subsequent Event [Line Items]
Gross proceeds	$ 75,000	$ 160,161
Common Class A
Subsequent Event [Line Items]
Gross proceeds	$ 5,000,000	$ 0