Kartoon Studios, Inc. 10-Q

Item 1. Financial Statements Kartoon Studios, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and par value data) As of June 30, 2024 December 31, 2023 (Unaudited) ASSETS Current Assets: Cash $ 2,741 $ 4,095 Investments in Marketable Securities (amortized cost of $ 6,924 and $ 12,838 , respectively) 6,455 11,950 Accounts Receivable (net of allowance of $ 244 and $ 189 , respectively) 12,663 18,072 Tax Credits Receivable (net of allowance of $ 570 and $ 527 , respectively) 13,961 20,714 Notes and Accounts Receivable from Related Party 1,389 1,435 Other Receivable 367 103 Prepaid Expenses and Other Assets 1,246 740 Total Current Assets 38,822 57,109 Noncurrent Assets: Property and Equipment, net 1,680 1,877 Operating Lease Right-of-Use Assets, net 6,507 7,076 Finance Lease Right-of-Use Assets, net 1,236 1,867 Film and Television Costs, net 1,566 1,295 Investment in Your Family Entertainment AG 17,617 19,094 Intangible Assets, net 21,453 22,993 Other Assets 123 125 Total Assets $ 89,004 $ 111,436 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts Payable $ 10,265 $ 16,864 Participations Payable 1,526 1,915 Accrued Expenses 1,075 691 Accrued Salaries and Wages 1,935 1,926 Deferred Revenue 4,793 3,127 Margin Loan 1,056 782 Production Facilities 9,847 15,336 Bank Indebtedness 423 2,905 Current Portion of Operating Lease Liabilities 1,194 908 Current Portion of Finance Lease Liabilities 1,168 1,120 Warrant Liability 3 63 Due to Related Party 7 3 Other Current Liabilities 297 – Total Current Liabilities 33,589 45,640 Noncurrent Liabilities: Deferred Revenue 3,382 3,458 Operating Lease Liabilities, Net Current Portion 6,104 6,736 Finance Lease Liabilities, Net Current Portion 176 928 Deferred Tax Liability, net 1,386 1,399 Other Noncurrent Liabilities 8 14 Total Liabilities 44,645 58,175 Commitments and Contingencies (Note 19) Stockholders’ Equity: Preferred Stock, 9,943,999 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 – – 0 % Series A Convertible Preferred Stock, $ 0.001 par value, 6,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 – – Series B Preferred Stock, $ 0.001 par value, 1 share authorized, 1 share issued and outstanding as of June 30, 2024 and December 31, 2023 – – Series C Preferred Stock, $ 0.001 par value, 50,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 – – Common Stock, $ 0.001 par value, 190,000,000 shares authorized, 39,539,207 and 35,323,217 shares issued and 39,463,517 and 35,247,744 outstanding as of June 30, 2024 and December 31, 2023, respectively 356 352 Additional Paid-in Capital 777,883 773,986 Treasury Stock at Cost, 75,690 and 75,473 , respectively, shares of common stock as of June 30, 2024 and December 31, 2023 ( 339 ) ( 339 ) Accumulated Deficit ( 731,464 ) ( 718,546 ) Accumulated Other Comprehensive Loss ( 3,699 ) ( 3,883 ) Total Kartoon Studios, Inc. Stockholders' Equity 42,737 51,570 Non-Controlling Interests in Consolidated Subsidiaries 1,622 1,691 Total Stockholders' Equity 44,359 53,261 Total Liabilities and Stockholders’ Equity $ 89,004 $ 111,436 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents Kartoon Studios, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Production Services $ 5,095 $ 7,033 $ 7,858 $ 16,919 Content Distribution 2,396 3,012 4,725 6,313 Licensing & Royalties 27 103 127 149 Media Advisory & Advertising Services 866 890 1,752 1,846 Total Revenues 8,384 11,038 14,462 25,227 Operating Expenses: Marketing and Sales 292 1,690 736 1,935 Direct Operating Costs 5,845 9,541 10,170 20,826 General and Administrative 6,908 8,370 14,511 17,595 Impairment of Property and Equipment – – – 120 Impairment of Intangible Assets – – – 4,023 Impairment of Goodwill – – – 11,287 Total Operating Expenses 13,045 19,601 25,417 55,786 Loss from Operations ( 4,661 ) ( 8,563 ) ( 10,955 ) ( 30,559 ) Interest Expense ( 246 ) ( 1,020 ) ( 449 ) ( 2,105 ) Other Expense, net ( 1,016 ) ( 2,858 ) ( 1,583 ) ( 4,570 ) Loss Before Income Tax Benefit (Expense) ( 5,923 ) ( 12,441 ) ( 12,987 ) ( 37,234 ) Income Tax Benefit – – – 934 Net Loss ( 5,923 ) ( 12,441 ) ( 12,987 ) ( 36,300 ) Net Loss Attributable to Non-Controlling Interests 50 16 69 47 Net Loss Attributable to Kartoon Studios, Inc. $ ( 5,873 ) $ ( 12,425 ) $ ( 12,918 ) $ ( 36,253 ) Net Loss per Share (Basic) $ ( 0.15 ) $ ( 0.38 ) $ ( 0.35 ) $ ( 1.12 ) Net Loss per Share (Diluted) $ ( 0.15 ) $ ( 0.38 ) $ ( 0.35 ) $ ( 1.12 ) Weighted Average Shares Outstanding (Basic) 38,386,420 32,379,852 36,842,083 32,180,202 Weighted Average Shares Outstanding (Diluted) 38,386,420 32,379,852 36,842,083 32,180,202 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents Kartoon Studios, Inc. Condensed Consolidated Statements of Comprehensive Loss (in thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net Loss $ ( 5,923 ) $ ( 12,441 ) $ ( 12,987 ) $ ( 36,300 ) Change in Accumulated Other Comprehensive Income (Loss): Change in Unrealized Gain (Loss) on Marketable Securities 43 ( 87 ) 63 743 Realized Losses on Marketable Securities Reclassified from AOCI into Earnings 216 720 357 2,257 Foreign Currency Translation Adjustments ( 52 ) 704 ( 236 ) 707 Total Change in Accumulated Other Comprehensive Loss 207 1,337 184 3,707 Total Comprehensive Net Loss ( 5,716 ) ( 11,104 ) ( 12,803 ) ( 32,593 ) Net Loss Attributable to Non-Controlling Interests 50 16 69 47 Total Comprehensive Net Loss Attributable to Kartoon Studios, Inc. $ ( 5,666 ) $ ( 11,088 ) $ ( 12,734 ) $ ( 32,546 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents Kartoon Studios, Inc. Condensed Consolidated Statements of Stockholders' Equity (in thousands, except share data) (Unaudited) Common Stock Preferred Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Shares Amount Shares Amount Shares Amount Balance, December 31, 2023 35,247,744 $ 352 1 $ – $ 773,986 75,473 $ ( 339 ) $ ( 718,546 ) $ ( 3,883 ) $ 1,691 $ 53,261 Issuance of Common Stock for Services 53,497 – – – 74 – – – – – 74 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 49,949 – – – – – – – – – – Share Based Compensation – – – – 226 – – – – – 226 Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – – – – – 161 – 161 Currency Translation Adjustment – – – – – – – – ( 184 ) – ( 184 ) Net Loss – – – – – – – ( 7,045 ) – ( 19 ) ( 7,064 ) Balance, March 31, 2024 35,351,190 $ 352 1 $ – $ 774,286 75,473 $ ( 339 ) $ ( 725,591 ) $ ( 3,906 ) $ 1,672 $ 46,474 Issuance of Common Stock for Services 73,745 — — – 83 — — — — – 83 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 38,582 – – – 25 217 – – – – 25 Proceeds from Securities Purchase Agreement, Net 4,000,000 4 – – 3,325 – – – – – 3,329 Share Based Compensation – – – – 164 – – – – – 164 Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – – – – – 259 – 259 Currency Translation Adjustment – – – – – – – – ( 52 ) – ( 52 ) Net Loss – – – – – – – ( 5,873 ) – ( 50 ) ( 5,923 ) Balance, June 30, 2024 39,463,517 $ 356 1 $ – $ 777,883 75,690 $ ( 339 ) $ ( 731,464 ) $ ( 3,699 ) $ 1,622 $ 44,359 5 Table of Contents Common Stock Preferred Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Shares Amount Shares Amount Shares Amount Balance, December 31, 2022 31,918,552 $ 319 1 $ – $ 762,418 42,633 $ ( 290 ) $ ( 641,443 ) $ ( 9,925 ) $ 1,790 $ 112,869 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 78,088 1 – – ( 1 ) 3,700 ( 9 ) – – – ( 9 ) Fractional Shares Issued Upon Reverse Stock Split 117,144 – – – – – – – – – – Share Based Compensation – – – – 910 – – – – – 910 Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – – – – – 2,367 – 2,367 Currency Translation Adjustment – – – – – – – – 3 – 3 Net Loss – – – – – – – ( 23,828 ) – ( 31 ) ( 23,859 ) Balance, March 31. 2023 32,113,784 $ 320 1 $ – $ 763,327 46,333 $ ( 299 ) $ ( 665,271 ) $ ( 7,555 ) $ 1,759 $ 92,281 Issuance of Common Stock for Services 404,251 – – – 997 – – – – – 997 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 224,988 29 – – ( 29 ) 2,165 ( 6 ) – – – ( 6 ) Proceeds From Warrant Exchange, net 2,311,550 2 – – 4,855 – – – – – 4,857 Share Based Compensation – – – – 717 – – – – – 717 Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – – – – – 633 – 633 Currency Translation Adjustment – – – – – – – – 704 – 704 Net Loss – – – – – – – ( 12,425 ) – ( 16 ) ( 12,441 ) Balance, June 30, 2023 35,054,573 $ 351 1 $ — $ 769,867 48,498 $ ( 305 ) $ ( 677,696 ) $ ( 6,218 ) $ 1,743 $ 87,742 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents Kartoon Studios, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) Six Months Ended June 30, 2024 2023 Cash Flows from Operating Activities: Net Loss $ ( 12,987 ) $ ( 36,300 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Amortization of Film and Television Costs 144 474 Depreciation and Amortization of Property, Equipment & Intangible Assets 1,201 1,324 Amortization of Right-of-Use Asset 971 1,486 Amortization of Premium on Marketable Securities 44 322 Share-Based Compensation Expense 390 1,627 Impairment of Film and Television Costs 17 – Impairment of Intangible Assets – 4,023 Impairment of Goodwill – 11,287 Impairment of Property and Equipment – 120 Deferred Income Taxes – ( 934 ) Marketing Expenses in Exchange for Stock – 1,195 (Gain) Loss on Revaluation of Equity Investments in Your Family Entertainment AG 881 ( 3,427 ) Unrealized (Gain) Loss on Foreign Currency of Equity Investments in Your Family Entertainment AG 596 ( 295 ) Gain on Warrant Revaluation ( 60 ) ( 6,202 ) Realized Loss on Marketable Securities 357 2,257 Warrant Incentive Expense – 12,664 Stock Issued for Services 158 997 Credit Loss Expense 114 246 Other Non-Cash Items 3 ( 3 ) Decrease (Increase) in Operating Assets: Accounts Receivable, net 5,322 7,217 Other Receivable ( 270 ) 749 Tax Credits Earned (less capitalized) ( 4,128 ) ( 8,931 ) Tax Credits Received, net 10,251 10,419 Film and Television Costs, net ( 440 ) ( 689 ) Prepaid Expenses and Other Assets ( 513 ) ( 563 ) Increase (Decrease) in Operating Liabilities: Accounts Payable ( 6,592 ) ( 5,219 ) Accrued Salaries & Wages 52 54 Accrued Expenses 384 339 Accrued Production Costs 643 473 Participations Payable ( 441 ) ( 813 ) Deferred Revenue 1,682 ( 4,216 ) Lease Liability ( 413 ) ( 297 ) Due to Related Party ( 1 ) 53 Other Liabilities ( 19 ) ( 24 ) Net Cash Used in Operating Activities $ ( 2,654 ) $ ( 10,587 ) Cash Flows from Investing Activities: Repayments from/(Loans to) Related Party for Note Receivables 45 1,357 Proceeds from Principal Collections on Marketable Securities – 460 Proceeds from Sales and Maturities of Marketable Securities 5,514 34,169 Investment in Intangible Assets, net ( 7 ) – Purchase of Property & Equipment ( 34 ) ( 38 ) Net Cash Provided by Investing Activities $ 5,518 $ 35,948 Cash Flows from Financing Activities: Proceeds from Margin Loan 6,297 8,582 Repayments of Margin Loan ( 6,022 ) ( 41,778 ) Proceeds from Production Facilities 4,285 6,866 Repayment of Production Facilities ( 9,653 ) ( 8,315 ) (Repayments of )/Proceeds from Bank Indebtedness, net ( 2,628 ) 2,931 Proceeds from Securities Purchase Agreement 3,329 – Principal Payments on Finance Lease Obligations ( 389 ) ( 1,216 ) Debt Issuance Costs ( 48 ) ( 45 ) Proceeds from Warrant Exchange, net – 5,299 Shares Withheld for Taxes on Vested Restricted Shares 25 ( 15 ) Payment for Warrant Put Option Exercise – ( 250 ) Net Cash Used in Financing Activities $ ( 4,804 ) $ ( 27,941 ) Effect of Exchange Rate Changes on Cash 586 ( 13 ) Net Decrease in Cash ( 1,354 ) ( 2,593 ) Beginning Cash 4,095 7,432 Ending Cash $ 2,741 $ 4,839 Supplemental Disclosures of Cash Flow Information Cash Paid for Interest $ 75 $ 285 Non-Cash Financing and Investing Activities Leased Assets Obtained in Exchange for New Finance Lease Liabilities $ – $ 1,216 Warrants Issued for Services $ – $ 443 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents Kartoon Studios, Inc. Notes to Condensed Consolidated Financial Statements June 30, 2024 Note 1: Organization and Business Organization and Nature of Business Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.; “we,” “us,” “our,” or the “Company”) is a global content and brand management company that creates, produces, licenses, and broadcasts timeless and educational, multimedia animated content for children. Led by experienced industry personnel, the Company distributes its content primarily on streaming platforms and television, and licenses properties for a broad range of consumer products based on the Company’s characters. The Company is a “work for hire” producer for many of the streaming outlets and animated content intellectual property (“IP”) holders. In the children’s media sector, the Company’s portfolio features “content with a purpose” for toddlers to tweens, providing enrichment as well as entertainment. With the exception of selected WOW Unlimited Media Inc. (“Wow”) titles, the Company’s programs, along with licensed programs, are being broadcast in the United States on the Company’s wholly-owned advertisement supported video on demand (“AVOD”) service, its free ad supported TV (“FAST”) channels and subscription video on demand (“SVOD”) outlets, Kartoon Channel! and Ameba TV, as well as linear streaming platforms . These streaming platforms include Comcast, Cox, DISH, Sling TV, Amazon Prime Video, Amazon Fire, Roku, Apple TV, Apple iOS, Android TV, Android mobile, Pluto TV, Xumo, Tubi, YouTube, YouTube Kids and via KartoonChannel.com, as well as Samsung and LG smart TVs. The Company's in-house owned and produced animated shows include Stan Lee’s Superhero Kindergarten starring Arnold Schwarzenegger, Llama Llama starring Jennifer Garner, and Rainbow Rangers, KC Pop Quiz and Shaq’s Garage starring Shaquille O’Neal. The Company’s library titles include the award-winning Baby Genius , adventure comedy Thomas Edison’s Secret Lab®, and Warren Buffett’s Secret Millionaires Club , created with and starring iconic investor Warren Buffett, Team Zenko Go!, Reboot , Bee & PuppyCat: Lazy in Space and Castlevania . The Company also licenses its programs to other services worldwide, in addition to the operation of its own channels, including, but not limited to, Netflix, Paramount+, Max, Nickelodeon, and satellite, cable and terrestrial broadcasters around the world. Through the Company’s investments in Germany’s Your Family Entertainment AG (“YFE”), a publicly traded company on the Frankfurt Stock Exchange (RTV-Frankfurt), it has gained access to one of the largest animation catalogues in Europe with over 50 titles consisting of over 1,600 episodes, and a global distribution network which currently covers over 60 territories worldwide. Through the ownership of Wow, the Company established an affiliate relationship with Mainframe Studios, which is one of the largest animation producers in the world. In addition, Wow owns Frederator Networks Inc. (“Frederator”) and its Channel Frederator Network , the largest animation focused multi-channel network on YouTube with over 2,500 channels. Frederator also owns Frederator Studios, focused on developing and producing shorts and series for and with partners. Over the past 20 years, Frederator Studios has partnered with Nickelodeon, Nick Jr., Netflix, Sony Pictures Animation and Amazon. The Company has rights to a select amount of valuable IP, including among them a controlling interest in Stan Lee Universe, LLC (“SLU”), through which it controls the name, likeness, signature, and all consumer product and IP rights to Stan Lee (the “Stan Lee Assets”). Known by his signature phrase “Excelsior!”, Stan Lee is one of the most prolific and legendary creators of all time. As Marvel's editor-in-chief, Stan "The Man" Lee helped build a universe of interlocking continuity, one where fans felt as if they could turn a street corner and run into a superhero from Spider-Man to the Fantastic Four, Thor, Iron Man, the Hulk, the X-Men, and more. Stan went on to become Marvel’s editorial director and publisher in 1972 and was eventually named chairman emeritus. He was the co-creator of characters appearing in 4 of the top 10 box office movies of all time, which featured Spider-Man, Iron Man, the Hulk, Thor, Guardians of the Galaxy, Black Panther, and of course the Avengers, accounting for billions of dollars of revenue for Marvel and the Walt Disney Company. The Company also owns The Beacon Media Group, LLC (“Beacon Media”) and The Beacon Communications Group, Ltd. (“Beacon Communications”) (collectively, “Beacon”), a leading North American marketing and media agency specializing in creating impactful connections between consumers and brands across various industries. With a focus on in-depth research and analysis the agency equips brands with a deep understanding of media landscapes, trends, and platform patterns across generations along with developing highly effective media strategies that deliver results for clients. Beacon 8 Table of Contents represents over 30 kids and family clients including Bandai Namco, Moose Toys, Bazooka Candy Brands, Goliath Games, Playmates Toys, Cra-Z-Art, and Zebra Pens. In addition, the Company owns the Canadian company Ameba Inc. (“Ameba”), which distributes SVOD service for kids and has become a focal point of revenue for TOON Media Networks’ subscription offering. Recent Transactions The Company announced the initial closing of its registered direct offering of up to $ 7,000,000 (the “Offering”) on April 23, 2024. In the initial closing, the Company sold 3,900,000 shares of its common stock, par value $ 0.001 per share (the “Common Stock”), and pre-funded warrants to purchase up to 100,000 shares of Common Stock (the “Pre-funded Warrants”) to an institutional investor (the "Investor"), at $ 1.00 per share of Common Stock and $ 0.99 per Pre-funded Warrant, for aggregate gross proceeds of approximately $ 4,000,000 , prior to deducting placement agent fees and other offering expenses, pursuant to a securities purchase agreement, dated April 18, 2024 (the “SPA”). Pursuant to the terms of the SPA, the Investor has the sole option to purchase up to an additional 3,000,000 shares of Common Stock and/or Pre-funded Warrants as part of the Offering, at $ 1.00 per share of Common Stock and $ 0.99 per Pre-Funded Warrant, in up to three subsequent closings during the 180-day period following the date of the SPA in which each subsequent closing is equal to no less than $ 1,000,000 , whereby the Company would receive additional aggregate gross proceeds of up to $ 3,000,000 (together with the gross proceeds from the initial closing, up to a total of $ 7,000,000 ), prior to deducting placement agent fees and other offering expenses. Additionally, the Company has 4,784,909 warrants with a reprice option that was triggered by the registered direct offering which reduced the exercise price from $ 2.50 per share to $ 1.00 per share. On June 21, 2024, the Company announced the launch of “Winnie-the-Pooh” on the Kartoon Channel through a $ 30.0 million joint venture with Catalyst Venture Partners. The JV partnership stipulates after Catalyst Venture Partners recoup their investment, the ownership and profit split between the partners is 60 % to Kartoon Studios and 40 % to Catalyst Venture Partners. “Winnie-the-Pooh” is based on the designs and stories of one of the most successful brands of all time, A.A. Milne’s “Winnie-the-Pooh,” a property that has generated over $ 80 billion in sales over the last four decades and is estimated to currently generate $ 3 -$ 6 billion per year for The Walt Disney Company. Catalyst Venture Partners will provide the full amount of the production finance with the plan to include an animated holiday movie, five holiday specials and 4 year episode series. Liquidity As of June 30, 2024, the Company had cash of $ 2.7 million, which decreased by $ 1.4 million as compared to December 31, 2023. The decrease was primarily due to cash used in financing activities of $ 4.8 million and cash used for operating activities of $ 2.7 million, offset by cash provided by investing activities of $ 5.5 million. The cash used in financing activities was primarily due to repayments of the production facilities, margin loan and bank indebtedness, net of proceeds from each, resulting in net cash used of $ 7.7 million, offset by proceeds from the Offering of $ 3.3 million. The cash provided by investing activities was due to sales of marketable securities of $ 5.5 million. As of June 30, 2024, the Company held available-for-sale marketable securities with a fair value of $ 6.5 million, a decrease of $ 5.5 million as compared to December 31, 2023 due to sales and maturities during the six months ended June 30, 2024. The available-for-sale securities consist principally of corporate and government debt securities and are also available as a source of liquidity. As of June 30, 2024 and December 31, 2023, the Company’s margin loan balance was $ 1.1 million and $ 0.8 million, respectively. During the six months ended June 30, 2024, the Company borrowed an additional $ 6.3 million from its investment margin account and repaid $ 6.0 million primarily with cash received from sales and maturities of marketable securities. The borrowed amounts were primarily used for operational costs. The interest rates for the borrowings fluctuate based on the Fed Funds Upper Target plus 0.60 %. The weighted average interest rates were 0.82 % and 0.98 %, respectively, on average margin loan balances of $ 9.8 million and $ 27.4 million as of June 30, 2024 and December 31, 2023, respectively. For the three months ended June 30, 2024 and June 30, 2023, the Company incurred interest expense on the loan of $ 12,429 and $ 0.6 million, respectively. The Company incurred interest expense on the loan of $ 31,061 and $ 1.3 million during the six months ended June 30, 2024 and June 30, 2023, respectively. The investment margin account borrowings do not mature but are collateralized by the marketable securities held by the same custodian and the custodian can issue a 9 Table of Contents margin call at any time, effecting a payable on demand loan. Due to the call option, the margin loan is recorded as a current liability on the Company’s condensed consolidated balance sheets. The Company is subject to financial and customary affirmative and negative non-financial covenants on the revolving demand facility and equipment lease agreements that have an aggregate total outstanding balance of $ 1.3 million U.S. dollars (“USD”) or $ 1.7 million of Canadian dollars (“CAD”). During March 2024, the Company amended the revolving demand facility, equipment lease line, and treasury risk management facility. As a result of the amendment, the revolving demand facility allows for draws of up to CAD 1.0 million to be made by way of CAD prime rate loans, CAD overdrafts, USD base rate loans or letters of credit up to a maximum of $ 200,000 in either CAD or USD and having a term of up to 1 year. The CAD prime borrowings and overdrafts bear interest at a rate equal to bank prime plus 2.00 % per annum. The USD base rate borrowings bear interest at a rate equal to bank base rate plus 2.00 % per annum. In addition, the equipment lease line was terminated, however, the Company has and will continue to make the regular principal and interest payments under the specific financing terms of the existing equipment lease agreements. The amendment removed the treasury risk management facility that allowed for advances of up to CAD 0.5 million. As of the date of the amendment and June 30, 2024 there were no outstanding amounts drawn under the treasury risk management facility. The amendment also introduced revised financial covenants that are effective as of March 15, 2024. As of June 30, 2024 , the Company was not in compliance with two financial covenants. The financial covenants required the Company to maintain a minimum liquidity threshold and to complete a minimum equity raise by June 30, 2024. As a result of the covenant violations, the Company’s remaining equipment lease agreements with the lender of CAD 1.2 million are subject to repayment. As of August 14, 2024, the lender and the Company have agreed to a repayment plan for the equipment leases to be completed within the fourth quarter of 2024. The amendment and covenant violation did not have any impact on the Company’s production facilities that are separate from the revolving demand facility and are used for financing specific productions. Historically, the Company has incurred net losses. For the three months ended June 30, 2024 and June 30, 2023, the Company reported net losses of $ 5.9 million and $ 12.4 million, respectively. For the six months ended June 30, 2024 and June 30, 2023, the Company reported net losses of $ 13.0 million and $ 36.3 million, respectively. The Company reported net cash used in operating activities of $ 2.7 million and cash used in operating activities of $ 10.6 million for the six months ended June 30, 2024 and June 30, 2023, respectively. As of June 30, 2024, the Company had an accumulated deficit of $ 731.5 million and total stockholders’ equity of $ 44.4 million. As of June 30, 2024, the Company had total current assets of $ 38.8 million, including cash of $ 2.7 million and marketable securities of $ 6.5 million, and total current liabilities of $ 33.6 million. The Company had working capital of $ 5.2 million as of June 30, 2024, compared to working capital of $ 11.5 million as of December 31, 2023. Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations and noted the Company has sufficient marketable securities and investments to fund operations for the next 12 months from the issuance date of this Quarterly Report on Form 10-Q (“the Form 10-Q”). In addition, the Company has the ability to reduce operating costs and use equity and equity-linked instruments to pay for services and compensation. Note 2: Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed consolidated financial statements of the Company have been prepared in conformity with U.S. Generally Accepted Accounting Principles (U.S. GAAP”) 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, 2023 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other comprehensive income/(loss) that are reported in the condensed consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the company may undertake in the future and on various other assumptions that are believed 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. Prior Periods and Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the unaudited condensed consolidated financial statements. Interim results are not necessarily indicative of financial results for a full year or any other period. The information included in this Form 10-Q should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K. 10 Table of Contents The following is provided to update the Company’s significant accounting policies previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Foreign Currency Forward Contracts As of June 30, 2024 , the gross amounts of FX forwards in an asset and liability position subject to a master netting arrangement resulted in a net liability of $ 0.3 million recorded within Other Current Liabilities on the condensed consolidated balance sheets. As of December 31, 2023 , the FX contracts were fully settled and netted to zero on the Company’s condensed consolidated balance sheets. For the three and six months ended June 30, 2024 , the Company recorded a a realized loss of $ 0.1 million and $ 0.3 million, respectively, on FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations. The change in fair value of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2023, respectively, was recorded as an unrealized gain within Production Services Revenue on the condensed consolidated statement of operations. Trade Accounts Receivable and Allowance for Credit Loss As of June 30, 2024 and December 31, 2023, the Company recorded an allowance for credit loss of $ 0.2 million and $ 0.2 million, respectively. Tax Credits Receivable As of June 30, 2024 and December 31, 2023, $ 14.0 million and $ 20.7 million, respectively, in current tax credit receivables related to Wow’s film and television productions were recorded, net of $ 0.6 million and $ 0.5 million, respectively, recorded as an allowance for credit loss. It is estimated that the Company will collect the receivables balance; therefore, no additional reserve was recorded. Concentration of Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed the Federal Deposit Insurance Corporation’s (“FDIC”) or the Canadian Deposit Insurance Corporation’s (“CDIC”) insured amounts. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account and deposits in banks in Canada are insured by the CDIC up to Canadian Dollar (“CAD”) 100,000. As of June 30, 2024 and December 31, 2023, the Company had nine and ten bank deposit accounts with an aggregate uninsured balance of $ 1.5 million and $ 2.5 million, respectively. The Company has a managed account with a financial institution. The managed account maintains its investments in marketable securities of approximately $ 6.5 million and $ 12.0 million as of June 30, 2024 and December 31, 2023, respectively. Assets in the managed account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000 (with a limit of $250,000 for cash). In addition, the financial institution provides additional “excess of SIPC” coverage which insures up to $1.0 billion. As of June 30, 2024 and December 31, 2023, the Company did not have account balances held at this financial institution that exceed the insured balances. The Company’s investment portfolio consists of investment-grade securities diversified among security types, industries and issuers. The Company’s policy limits the amount of credit exposure to any one security issue or issuer and the Company believes no significant concentration of credit risk exists with respect to these investments. During the three months ended June 30, 2024, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 80.9 % of the total revenue. During the six months ended June 30, 2024, the Company had three customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 66.7 % of the total revenue. As of June 30, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 66.0 % of the total accounts receivable as of June 30, 2024. During the three months ended June 30, 2023, the Company had four customers whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 81.2 % of the total revenue. During the six months ended June 30, 2023, the Company had three customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 71.4 % of the total revenue. As of June 30, 2023, the 11 Table of Contents Company had four customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 70.4 % of the total accounts receivable as of June 30, 2023. There is significant financial risk associated with a dependence upon a small number of customers. The Company periodically assesses the financial strength of these customers and establishes allowances for any anticipated credit losses. Fair Value of Financial Instruments The following table summarizes the marketable securities measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2024 (in thousands): Level 1 Level 2 Total Fair Value Investments in Marketable Securities: Corporate Bonds $ 3,142 $ – $ 3,142 U.S. agency and government sponsored securities – 1,863 1,863 U.S. states and municipalities – 1,450 1,450 Total $ 3,142 $ 3,313 $ 6,455 Fair values were determined for each individual security in the investment portfolio. The Company’s marketable securities are considered to be available-for-sale investments as defined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities . An allowance for credit loss was not recorded for the marketable securities as of June 30, 2024 and December 31, 2023. Refer to Note 5 for additional details. New Accounting Standards Issued but Not Yet Adopted In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements . The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the condensed consolidated financial statements and related disclosures, which is not expected to be material. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures . The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the condensed consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update are effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the condensed consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures and is not expected to be material. Note 3: Variable Interest Entity In July 2020, the Company entered into a binding term sheet with POW! Entertainment, LLC. (“POW”) in which the Company agreed to form an entity with POW to exploit certain rights in intellectual property created by Stan Lee, as well as the name and likeness of Stan Lee. The entity is called “Stan Lee Universe, LLC” (“SLU”). POW and the Company 12 Table of Contents executed an Operating Agreement for the joint venture, effective as of June 1, 2021. The purpose of the acquisition was to enable the Company to assume the worldwide rights, in perpetuity, to the name, physical likeness, physical signature, live-action and animated motion picture, television, online, digital, publishing, comic book, merchandising and licensing rights to Stan Lee and over 100 original Stan Lee creations (the “Stan Lee Assets”), from which the Company plans to develop and license multiple properties each year. During the three months ended June 30, 2024 and June 30, 2023, SLU generated net loss of $ 49,895 and net income of $ 15,911 , respectively. During the six months ended June 30, 2024 and June 30, 2023, SLU generated net loss of $ 69,199 and net income $ 47,334 , respectively. There were no contributions or distributions during the three and six months ended June 30, 2024 and June 30, 2023, and there were no changes in facts and circumstances that would result in a re-evaluation of the VIE assessment. Note 4: Investment in Equity Interest As of June 30, 2024 and December 31, 2023, the Company owned 6,857,132 shares of YFE. At the time of the initial investment in 2021, it was determined that based on the Company’s 28.69 % ownership in YFE, the Company had significant influence over the entity. Therefore, under the equity method of accounting, the Company elected to account for the investment at fair value under the fair value option. Under the fair value option, the investment is remeasured and recorded at fair value each reporting period, with the change recorded through earnings. As of June 30, 2024, the fair value of the investment was determined to be $ 17.6 million recorded within noncurrent assets on the Company’s condensed consolidated balance sheets. The fair value as of June 30, 2024 decreased by net $ 1.5 million, as compared to December 31, 2023. The decrease is the effect of foreign currency remeasurement from EURO to USD resulting in a loss of $ 0.6 million and share price fluctuations resulting in a loss of $ 0.9 million. The total change in fair value is recorded within Other Expense, net on the Company’s condensed consolidated statement of operations. As of June 30, 2024 and December 31, 2023, the Company’s ownership in YFE was 44.8 %. Note 5: Marketable Securities The Company classifies and accounts for its marketable debt securities as available-for-sale securities (“AFS”) and the securities are stated at fair value. Per ASC 326, the Company is required to recognize an allowance for credit losses on its AFS debt securities and recognize a credit loss expense once securities become impaired. The investments in marketable securities had an adjusted cost basis of $ 6.9 million and a market value of $ 6.5 million as of June 30, 2024. The balances consisted of the following securities (in thousands) : Adjusted Cost Unrealized Loss Fair Value Corporate Bonds $ 3,362 $ ( 220 ) $ 3,142 U.S. Agency and Government Sponsored Securities 2,000 ( 137 ) 1,863 U.S. States and Municipalities 1,562 ( 112 ) 1,450 Total $ 6,924 $ ( 469 ) $ 6,455 The investments in marketable securities as of December 31, 2023 had an adjusted cost basis of $ 12.8 million and a market value of $ 12.0 million. The balances consisted of the following securities (in thousands) : Adjusted Cost Unrealized Loss Fair Value Corporate Bonds $ 6,333 $ ( 425 ) $ 5,908 U.S. Treasury 646 ( 37 ) 609 U.S. Agency and Government Sponsored Securities 2,000 ( 148 ) 1,852 U.S. States and Municipalities 3,859 ( 278 ) 3,581 Total $ 12,838 $ ( 888 ) $ 11,950 The Company holds 5 AFS securities, all of which were in an unrealized loss position and have been in an unrealized loss position for a period greater than 12 months as of June 30, 2024. The AFS securities held by the Company as of December 31, 2023 had also been in an unrealized loss position for a period greater than 12 months. The Company reported the net unrealized losses in accumulated other comprehensive income (loss), a component of stockholders’ equity. As of June 30, 2024 and December 31, 2023, an allowance for credit loss was not recognized as the issuers of the securities 13 Table of Contents had not established a cause for default, various rating agencies had reaffirmed each security's investment grade status and the Company did not have the intent, nor is it required to sell its securities prior to recovery. Realized losses of $ 0.2 million and $ 0.7 million were recognized in earnings during the three months ended June 30, 2024 and June 30, 2023, respectively. Realized losses of $ 0.4 million and $ 2.3 million were recognized in earnings during the six months ended June 30, 2024 and June 30, 2023, respectively. The losses were due to selling securities prior to maturity to prevent further market condition losses on the securities. The contractual maturities of the Company’s marketable investments as of June 30, 2024 were as follows (in thousands): Fair Value Due within 1 year $ 186 Due after 1 year through 5 years 6,269 Total $ 6,455 The Company may sell certain of its marketable debt securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation. Note 6: Property and Equipment, net The Company has property and equipment as follows (in thousands): As of June 30, 2024 December 31, 2023 Furniture and Equipment $ 118 $ 117 Computer Equipment 225 219 Leasehold Improvements 2,212 2,200 Software 219 192 Property and Equipment, gross 2,774 2,728 Less Accumulated Depreciation ( 913 ) ( 724 ) Foreign Currency Translation Adjustment ( 181 ) ( 127 ) Property and Equipment, net $ 1,680 $ 1,877 During the three months ended June 30, 2024 and June 30, 2023, the Company recorded depreciation expense of $ 0.1 million for both respective periods. During the six months ended June 30, 2024 and June 30, 2023, the Company recorded depreciation expense of $ 0.2 million for both respective periods. The Company did not incur any impairment charges on its property and equipment during the three and six months ended June 30, 2024. During the six months ended June 30, 2023, due to changes in the Company's estimated undiscounted future cash flows, a reassessment of its long-lived assets was performed. As a result, the carrying value of one of the Company's asset group’s property and equipment assets were written down to zero and an Impairment of Property and Equipment of $ 0.1 million was recorded within Operating Expenses in the condensed consolidated statement of operations. 14 Table of Contents Note 7: Leased Right-of-Use Assets, net Leased right-of-use assets consisted of the following (in thousands): As of June 30, 2024 December 31, 2023 Office Lease Assets $ 9,437 $ 9,437 Equipment Lease Assets 5,360 5,360 Right-of-Use Assets, Gross 14,797 14,797 Accumulated Amortization ( 6,207 ) ( 5,237 ) Foreign Currency Translation Adjustment ( 847 ) ( 617 ) Leased Right-of-Use Assets, net $ 7,743 $ 8,943 As of June 30, 2024, the weighted-average lease term for the Company’s operating leases was 78 months and the weighted-average discount rate was 11.1 %. As of December 31, 2023, the weighted-average lease term for operating leases was 83 months and the weighted-average discount rate was 11.1 %. Operating lease costs during the three months ended June 30, 2024 and June 30, 2023 were $ 0.7 million and $ 0.7 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations. Operating lease costs during the six months ended June 30, 2024 and June 30, 2023 were $ 0.8 million and $ 0.8 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations. During the three and six months ended June 30, 2024, the Company recorded finance lease costs of $ 0.3 million and $ 0.7 million, respectively, primarily comprised of ROU amortization of $ 0.3 million and $ 0.6 million, respectively. During the three and six months ended June 30, 2023, the Company recorded finance lease costs of $ 0.6 million and $ 1.2 million, respectively, primarily comprised of ROU amortization of $ 0.5 million and $ 1.1 million, respectively. ROU amortization is recorded within General and Administrative Expenses and accretion of interest expense is recorded within Other Expense, net on the Company’s condensed consolidated statements of operations. Note 8: Film and Television Costs, net The following table highlights the activity in Film and Television Costs as of June 30, 2024 and December 31, 2023 (in thousands): Film and Television Costs, net as of December 31, 2022 $ 7,780 Additions to Film and Television Costs 1,078 Disposals ( 41 ) Film Amortization Expense & Impairment Losses ( 7,536 ) Foreign Currency Translation Adjustment 14 Film and Television Costs, net as of December 31, 2023 1,295 Additions to Film and Television Costs 441 Disposals ( 10 ) Film Amortization Expense & Impairment Losses ( 152 ) Foreign Currency Translation Adjustment ( 8 ) Film and Television Costs, net as of June 30, 2024 $ 1,566 The Company had a write-down of $ 7,832 and a disposal of $ 9,509 for the three months ended June 30, 2024, and did not record any significant impairment charges on film costs during the three months ended June 30, 2023. During the six months ended June 30, 2024 and June 30, 2023, the Company recorded amortization expense of $ 0.2 million and $ 0.5 million, respectively. There were no additional write downs or disposals within the six months ended June 30, 2024 and June 30, 2023. 15 Table of Contents Note 9: Intangible Assets, net Intangible Assets, net The Company had the following intangible assets (in thousands) with their weighted average remaining amortization period (in years) : Intangible Assets, net Weighted Average Remaining Amortization Period As of June 30, 2024 December 31, 2023 Customer Relationships 6.0 $ 17,429 $ 17,325 Digital Networks 13.8 803 803 Trade Names 66.9 9,957 9,970 Logo 0.5 7 – Intangible Assets, gross 28,196 28,098 Less Accumulated Amortization ( 4,909 ) ( 3,794 ) Foreign Currency Translation Adjustment ( 1,834 ) ( 1,311 ) Intangible Assets, net $ 21,453 $ 22,993 _______________________ During the three months ended June 30, 2024 and June 30, 2023 the Company recorded intangible asset amortization expense of $ 0.5 million for each reporting period. During the six months ended June 30, 2024 and June 30, 2023, the Company recorded intangible asset amortization expense of $ 1.0 million and $ 1.1 million, respectively. The Company did not incur any impairment charges on its definite and indefinite-lived intangible assets during the three and six months ended June 30, 2024. During the six months ended June 30, 2023, the Company recorded a total Impairment of Intangible Assets of $ 4.0 million within Operating Expenses in the condensed consolidated statement of operations. The impairment charge consisted of a write-down of definite-lived intangible assets of $ 2.8 million due to a decrease in an asset group’s estimated undiscounted cash flows. Furthermore, it was determined that the Frederator tradename, an indefinite-lived intangible asset, was impaired by $ 1.3 million. Expected future amortization of intangible assets subject to amortization as of June 30, 2024 is as follows (in thousands): Fiscal Year: 2024 $ 1,027 2025 2,040 2026 2,040 2027 2,040 2028 2,040 Thereafter 6,764 Total $ 15,951 As of June 30, 2024, $ 5.5 million of the Company’s intangible assets related to the acquired trade names from the Wow acquisition had indefinite lives and are not subject to amortization. 16 Table of Contents Note 10: Deferred Revenue As of June 30, 2024 and December 31, 2023, the Company had aggregate short term and long term deferred revenue of $ 8.2 million and $ 6.6 million, respectively. The increase in deferred revenue is primarily related to the stage of progress of various productions as of June 30, 2024, compared to the progress as of December 31, 2023. Wow's deferred revenue balance relates to cash received from customers for productions in progress. Revenue is fully recognized upon production completion. Deferred revenue also includes both (i) variable fee contracts with licensees and customers in which the Company collected advances and minimum guarantees against future royalties and (ii) fixed fee contracts. The Company recognizes revenue related to these contracts when all revenue recognition criteria have been met. Note 11: Margin Loan As of June 30, 2024 and December 31, 2023, the Company’s margin loan balance was $ 1.1 million and $ 0.8 million, respectively. During the six months ended June 30, 2024, the Company borrowed an additional $ 6.3 million from its investment margin account and repaid $ 6.0 million primarily with cash received from sales and maturities of marketable securities. The borrowed amounts were primarily used for operational costs. The interest rates for the borrowings fluctuate based on the Fed Funds Upper Target plus 0.60 %. The weighted average interest rates were 0.82 % and 0.98 %, respectively, on average margin loan balances of $ 9.8 million and $ 27.4 million as of June 30, 2024 and December 31, 2023, respectively. For the three months ended June 30, 2024 and June 30, 2023, the Company incurred interest expense on the loan of $ 12,429 and $ 0.6 million, respectively. The Company incurred interest expense on the loan of $ 31,061 and $ 1.3 million during the six months ended June 30, 2024 and June 30, 2023, respectively. The investment margin account borrowings do not mature but are collateralized by the marketable securities held by the same custodian and the custodian can issue a margin call at any time, effecting a payable on demand loan. Due to the call option, the margin loan is recorded as a current liability on the Company’s condensed consolidated balance sheets. Note 12: Bank Indebtedness and Production Facilities The Company has certain credit facilities (together, the “Facilities”) that are comprised of the following: Revolving Demand Facility As of June 30, 2024 and December 31, 2023 , the Company had an outstanding balance of $ 0.4 million (CAD 0.6 million) and $ 2.9 million (CAD 3.8 million), respectively, on the revolving demand facility by way of bank prime rate loan draws, included as Bank Indebtedness within current liabilities on the Company’s condensed consolidated balance sheets. During March 2024, the Company amended the revolving demand facility. As a result of the amendment, the revolving demand facility allows for draws of up to CAD 1.0 million to be made by way of CAD prime rate loans, CAD overdrafts, USD base rate loans or letters of credit up to a maximum of $ 0.2 million in either CAD or USD and having a term of up to 1 year . The CAD prime borrowings and overdrafts bear interest at a rate equal to bank prime plus 2.00 % per annum. The USD base rate borrowings bear interest at a rate equal to bank base rate plus 2.00 % per annum. Treasury Risk Management Facility During March 2024, an amendment was entered into that removed the treasury risk management facility. As of the date of the amendment and December 31, 2023, there were no outstanding amounts drawn under the treasury risk management facility. Production Facilities The production facilities are used for financing specific productions. The Company’s production facilities bear interest at rates ranging from bank prime plus 1.00 % - 1.25 % per annum. The production facilities are generally repayable on demand and are guaranteed and secured by the Company with no limitations for maximum potential future payments. The security reflects substantially all of the Company's tangible and intangible assets including a combination of federal and provincial tax credits, other government incentives, production service agreements and license agreements. As of June 30, 2024 and December 31, 2023, the Company had an outstanding balance of $ 9.8 million (CAD 13.5 million), including $ 1.3 million (CAD 1.8 million) of interest, and $ 15.3 million (CAD 20.3 million), including 17 Table of Contents $ 1.4 million (CAD 1.9 million) of interest, respectively, recorded as Production Facilities, net within current liabilities on the Company’s condensed consolidated balance sheets. Equipment Lease Line During March 2024, the equipment lease line was terminated, however, the Company continued to make the regular principal and interest payments under the specific financing terms of the existing equipment lease agreements. Each existing transaction under the equipment lease line has specific financing terms in respect of the leased equipment such as term, finance amount, rate, and payment terms. The finance rates for these equipment leases range from 4.19 % to 7.18 % with remaining lease terms of 1 - 25 months as of June 30, 2024 . As of June 30, 2024 , the outstanding balance of $ 0.9 million (CAD 1.2 million) was included within current Finance Lease Liabilities on the Company’s condensed consolidated balance sheets. Equipment Lease Facility The Company also entered into an equipment lease agreement with a Canadian bank. This additional equipment lease facility allows the Company to finance equipment purchases of up to CAD 1.4 million in total. Each transaction under the equipment lease line has specific financing terms in respect of the leased equipment such as term, finance amount, rate, and payment terms. As of June 30, 2024 , the Company has leases remaining under this facility with finance rates of 7.52 % to 8.20 % and remaining lease terms of 17 - 25 months . As of June 30, 2024 , the outstanding balance of $ 0.4 million (CAD 0.6 million) was included within current and noncurrent Finance Lease Liabilities on the Company’s condensed consolidated balance sheets. Loan Covenants, Violations and Waiver The Company is subject to financial and customary affirmative and negative non-financial covenants on the revolving demand facility and equipment lease agreements that have an aggregate total outstanding balance of $ 1.3 million (CAD 1.7 million). The Company has continued to make its regular principal and interest payments in a timely basis since the effective borrowing date. The revolving demand facility and the equipment lease line can be called at any time by the lender as per the original and amended terms of the facilities. The Company was not in compliance with two financial covenants as of June 30, 2024 . The financial covenants required the Company to maintain a minimum liquidity threshold and to complete a minimum equity raise by June 30, 2024. As a result of the covenant violations, the Company’s remaining equipment lease agreements with the lender of CAD 1.2 million are subject to repayment. As of August 14, 2024, the lender and the Company have agreed to a repayment plan for the equipment leases to be completed within the fourth quarter of 2024. Note 13: Stockholders’ Equity Common Stock As of June 30, 2024 and December 31, 2023 the total number of authorized shares of common stock was 190,000,000 . As of June 30, 2024 and December 31, 2023, there were 39,463,517 and 35,247,744 shares of common stock outstanding, respectively. Preferred Stock The Company has 10,000,000 shares of preferred stock authorized with a par value of $ 0.001 per share. The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the Company’s stockholders, to issue from time-to-time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. 18 Table of Contents In connection with the Company’s acquisition of Wow, certain eligible Canadian stockholders, noteholders and optionholders of Wow elected to receive the Exchangeable Shares in the capital of the Wow Exchange Co. Inc. (“ExchangeCo”) instead of shares of the Company’s common stock to which they were otherwise entitled. The shares of ExchangeCo are exchangeable into shares of the Company’s common stock in accordance with their terms. Holders of the ExchangeCo shares are entitled to defined voting rights (the “Voting Rights”) in the Company pursuant to a voting and exchange trust agreement (the “Voting Agreement”) dated April 6, 2022 among the Company, ExchangeCo, 1329258 B.C. Ltd. and Computershare Trust Company of Canada (the “Voting Trustee”). The Voting Trustee holds a single share of Series B Preferred Stock in the capital of the Company (the “Special Voting Share”), which grants the Voting Trustee that number of votes at the meetings of the Company’s stockholders as is equal to the number of shares of the Company’s common stock that at such time have not been delivered pursuant to the tender of ExchangeCo shares. The Voting Trustee is required to exercise each vote attached to the Special Voting Share only as directed by the relevant holder of the underlying Company shares of common stock and, in the absence of any instructions, will not exercise voting rights with respect to the applicable shares. As of June 30, 2024 and December 31, 2023, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of June 30, 2024 and December 31, 2023, there was 1 share of Series B Preferred Stock outstanding. As of June 30, 2024 and December 31, 2023, there were 0 shares of Series C Preferred Stock outstanding. Note 14: Stock Options On September 1, 2020, the Company adopted the Kartoon Studios, Inc. 2020 Incentive Plan (the “2020 Plan”) as voted by the Board of Directors. The Board of Directors approved the maximum number of shares available for issuance up to an aggregate of 3,000,000 shares of common stock, which does not include shares that the Company may issue related to acquisitions. On May 23, 2024, the Board of Directors approved the maximum number of shares available for issuance up to an aggregate of 5,000,000 shares from 3,000,000 shares of common stock in the initial 2020 Plan. The 2020 Plan replaced the previously adopted 2015 Incentive Plan (the “2015 Plan”) that had a total number of authorized shares of 216,767 , however the remaining 12,000 outstanding shares granted under the 2015 Plan, as of June 30, 2024, remain to be governed under such plan. All expired or terminated shares granted under the 2015 Plan, that have not been vested or exercised, reverts to and again becomes available for issuance under the 2020 Plan. During the six months ended June 30, 2024 and June 30, 2023, the Company granted options to purchase 35,000 and no options, respectively. The 35,000 options to purchase common stock had a weighted-average grant date fair market value of $ 24,210 . During the six months ended June 30, 2023, upon termination of certain employees, the Company accelerated the vesting of any unvested options held by the employees pursuant to their employment agreements. This resulted in 55,816 options becoming immediately vested on the separation date and $ 0.1 million in expense recognized by the Company. The fair value of the options granted during the six months ended June 30, 2024 were calculated using the Black-Scholes Merton (“BSM”) option pricing model based on the following assumptions: Exercise Price $ 0.95 Dividend Yield – % Volatility 92.1 % Risk-free interest rate 4.3 % Expected life of options 5.0 years 19 Table of Contents The following table summarizes the Company’s option activity: Stock Options Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price per Share Outstanding at December 31, 2023 1,183,908 5.56 $ 14.96 Granted 35,000 4.97 $ 0.95 Exercised – – $ – Forfeited/Cancelled ( 254,302 ) – $ 21.00 Expired ( 5,800 ) – $ 19.90 Outstanding at June 30, 2024 958,806 5.27 $ 12.81 Unvested at June 30, 2024 107,349 4.48 $ 4.40 Vested and exercisable at June 30, 2024 851,457 5.37 $ 13.87 During the three months ended June 30, 2024 and June 30, 2023, the Company recognized $ 40,317 and $ 0.3 million, respectively, in share-based compensation expense related to stock options. During the six months ended June 30, 2024 and June 30, 2023, the Company recognized $ 0.1 million and $ 0.7 million, respectively, in share-based compensation expense related to stock options.. Share-based compensation expense is included in General and Administrative Expense on the Company’s condensed consolidated statements of operations. The unrecognized share-based compensation expense at June 30, 2024 was $ 0.1 million which will be recognized through the second quarter of 2025 assuming the underlying grants are not cancelled or forfeited. The outstanding shares as of June 30, 2024 had an aggregated intrinsic value of zero . Note 15: Restricted Stock Units Restricted stock units (“RSUs”) are granted under the Company’s 2020 Plan. During the six months ended June 30, 2024 and June 30, 2023, the Company granted 194,680 and 34,431 fully vested RSUs to the Company’s board members and consultants, with a fair market value of $ 0.2 million and $ 0.1 million, respectively. An aggregate of 215,773 shares of common stock were issued during the six months ended June 30, 2024 as a result of RSUs vested during the current and prior periods. The following table summarizes the Company’s RSU activity: Restricted Stock Units Weighted- Average Grant Date Fair Value per Share Unvested at December 31, 2023 982,625 $ 13.42 Granted 194,680 $ 1.23 Vested ( 199,805 ) $ 1.65 Forfeited – $ – Unvested at June 30, 2024 977,500 $ 13.35 During the three months ended June 30, 2024 and June 30, 2023, the Company recognized $ 0.1 million and $ 0.4 million, respectively, in share-based compensation expense related to RSUs. During the six months ended June 30, 2024 and June 30, 2023, the Company recognized $ 0.3 million and $ 0.9 million, respectively, in share-based compensation expense related to RSU awards included in General and Administrative Expense on the Company’s condensed consolidated statements of operations. The unvested share-based compensation as of June 30, 2024 was $ 0.2 million which will be recognized through the fourth quarter of 2026 assuming the underlying grants are not cancelled or forfeited. The total fair value of shares vested during the six months ended June 30, 2024 was $ 0.3 million. Note 16: Warrants The following table summarizes the Company’s warrant activity: 20 Table of Contents Warrants Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price per Share Outstanding at December 31, 2023 6,852,952 4.16 $ 7.14 Granted 100,000 – $ 1.00 Exercised – – $ – Expired ( 26,000 ) – $ 26.88 Forfeitures – – $ – Outstanding at June 30, 2024 6,926,952 3.70 $ 6.98 Exercisable at June 30, 2024 6,926,952 3.70 $ 6.98 Exercisable at December 31, 2023 6,852,952 4.16 $ 7.14 As of June 30, 2024, 89,286 derivative warrants classified as a liability as issued with convertible notes in 2020 to purchase shares of the Company’s common stock remained outstanding and are revalued each reporting period. As of June 30, 2024, the warrants were revalued at approximately $ 2,606 , resulting in a $ 0.1 million decrease in the liability as compared to December 31, 2023. The change in value was recorded as a Gain on Revaluation of Warrants within Other Expense, net on the condensed consolidated statements of operations and within the Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities on the condensed consolidated statements of cash flows. The Company has 4,784,909 warrants as of December 31, 2023 with a reprice option that was triggered by the registered direct offering which reduced the exercise price from $ 2.50 per share to $ 1.00 per share. The reduction in exercise price reduced the Weighted-Average Exercise Price per Share from $ 8.19 before the reprice to $ 7.14 after the reprice. The fair value of the outstanding derivative warrants was determined by using the Black-Scholes Merton option pricing model based on the following assumptions as of June 30, 2024: Market Price $ 1.03 Exercise Price $ 2.10 Dividend Yield – % Volatility 60 % Risk-free Interest Rate 5.09 % Expected Life of Warrants 0.71 years Note 17: Supplemental Financial Statement Information Other Expense, net Components of Other Expense, net, are summarized as follows (in thousands): 21 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest Expense (a) $ ( 246 ) $ ( 1,020 ) $ ( 449 ) $ ( 2,105 ) Warrant Incentive Expense (b) – ( 12,664 ) – ( 12,664 ) Gain on Revaluation of Warrants (c) 23 6,063 60 6,202 Loss on Revaluation of Equity Investment in YFE (d) ( 881 ) 4,322 ( 881 ) 3,427 Realized Loss on Marketable Securities Investments (e) ( 216 ) ( 720 ) ( 357 ) ( 2,257 ) Gain (Loss) on Foreign Exchange (f) ( 330 ) 35 ( 980 ) 355 Interest Income (g) 42 158 95 468 Finance Lease Interest Expense (h) ( 24 ) ( 54 ) ( 54 ) ( 104 ) Other (i) 370 2 534 3 Other Expense, net $ ( 1,016 ) $ ( 2,858 ) $ ( 1,583 ) $ ( 4,570 ) Three Months and Six Months Ended June 30, 2024 (a) Interest Expense during the three and six months ended June 30, 2024 primarily consisted of $ 0.2 million and $ 0.1 million, respectively, primarily due to interest incurred on bank indebtedness. (b) There was no warrant incentive expense in 2024. (c) The Gain on Revaluation of Warrants during the three and six months ended June 30, 2024 is primarily related to the changes in fair value of the remaining outstanding warrant classified as a liability due to decreases in market price. (d) As accounted for using the fair value option, the loss on the YFE investment revaluation during the three and six months ended June 30, 2024, excluding the impact of foreign currency recorded separately, is a result of a decrease in YFE’s stock price as of June 30, 2024. (e) The Realized Loss on Marketable Securities Investments during the three and six months ended June 30, 2024 reflects the loss that will not be recovered from the investments due to selling securities prior to maturity. (f) The Gain (Loss) on Foreign Exchange during the three and six months ended June 30, 2024 primarily related to the revaluation of the YFE investment, resulting in a loss of $ 0.2 million and $ 0.6 million, respectively due to the EURO fluctuation to USD as compared to the prior reporting period. The remaining balance is related to remeasurements of transactions made in foreign currencies that are outstanding as of the condensed consolidated balance sheet date. (g) Interest Income during the three and six months ended June 30, 2024 primarily consisted of interest income, net of premium amortization expense, recorded for the investments in marketable securities. (h) The Finance Lease Interest Expense during the three and six months ended June 30, 2024 represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line. (i) Other during the three and six months ended June 30, 2024 is primarily related to late fees from select clients on a payment plan. 22 Table of Contents Three Months and Six Months Ended June 30, 2023 (a) Interest expense during the three and six months ended June 30, 2023 primarily consisted of $ 0.6 million and $ 1.3 million of interest incurred on the margin loan, respectively, and $ 0.4 million and $ 0.8 million, respectively, of interest incurred on production facilities loans and bank indebtedness assumed as part of the Wow Acquisition. (b) The Warrant Incentive Expense is related to the $ 12.7 million fair value of Exchange Warrants that were issued during the three months ended June 30, 2023 to certain existing warrant holders in exchange for previously issued outstanding warrants and $ 3.5 million recorded as the incremental expense of the 2021 Warrants immediately before and after the repricing. (c) The gain on warrant revaluation during the three and six months ended June 30, 2023 is primarily related to the $ 6.0 million change in fair value as of the end of the reporting period of the Exchange and SEG Warrants compared to the fair value at issuance date. (d) As accounted for using the fair value option, the gain on the YFE investment revaluation during the three and six months ended June 30, 2023, excluding the impact of foreign currency recorded separately, is a result of an increase in YFE’s stock price as of June 30, 2023. (e) The net realized loss on marketable securities reflects the loss that will not be recovered from the investments due to selling securities and issuers' prepayments of principals on certain mortgage-backed securities. (f) The gain on foreign currency exchange during the three and six months ended June 30, 2023 primarily related to the EURO weakening against the USD compared to the three and six months ended prior period. (g) Interest Income during the three and six months ended June 30, 2023 primarily consisted of cash interest received of $ 0.3 million and $ 0.7 million from the investments in marketable securities, respectively, net of premium amortization expense of $ 0.2 million and $ 0.3 million, respectively. (h) The finance lease interest expense represents the interest portion of the finance lease obligations assumed as part of the Wow Acquisition for equipment purchased under an equipment lease line. Prior to the acquisition of Wow, finance leases did not exist. (i) Other during the three and six months ended June 30, 2023 is primarily related to late fees from select clients on a payment plan. Note 18: Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s condensed consolidated financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the condensed consolidated financial statements. Income tax benefit was $ 0.9 million for the six months ended June 30, 2023, which related to impairments of certain intangible assets during the first quarter of 2023 resulting in a decrease to the Deferred Tax Liability, net, balance. There were no activities during the three and six months ended June 30, 2024 that affected the Deferred Tax Liability, net, balance. Kartoon Studios, Inc. and its wholly-owned U.S. subsidiaries are subject to U.S. income taxes and file a consolidated tax return in the U.S. The Beacon Communications Group, Ltd., Ameba Inc. and WOW Unlimited Media Inc. are subject to Canadian income taxes on a stand-alone basis and file separate tax returns in Canada. The Company files income tax returns in the U.S. federal jurisdiction and in the states of California, Florida, Massachusetts, New Jersey, New York, as well as Canada. To the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses were generated and carried forward to make adjustments up to the amount of the net operating losses. The Company is currently subject to U.S. federal, state and local and foreign tax examinations by tax authorities. The Company is no longer subject to audits by U.S. federal, state, local or foreign authorities for years prior to 2019. 23 Table of Contents Kartoon Studios, Inc. and its wholly-owned U.S. subsidiaries are subject to U.S. income taxes and file a consolidated tax return in the U.S. The Beacon Communications Group, Ltd., Ameba Inc. and WOW Unlimited Media Inc. are subject to Canadian income taxes on a stand-alone basis and file separate tax returns in Canada. Note 19: Commitments and Contingencies The following is a schedule of future minimum cash contractual obligations as of June 30, 2024 (in thousands): 2024 2025 2026 2027 2028 Thereafter Total Operating Leases $ 1,038 $ 1,627 $ 1,632 $ 1,403 $ 1,058 $ 3,346 $ 10,104 Finance Leases 1,094 275 53 – – – 1,422 Employment Contracts 1,882 1,224 146 – – – 3,252 Consulting Contracts 1,850 2,838 796 – – – 5,484 Debt 422 9,847 – – – – 10,269 $ 6,286 $ 15,811 $ 2,627 $ 1,403 $ 1,058 $ 3,346 $ 30,531 The present value discount of the minimum operating lease payments above was $ 2.8 million which when deducted from the cash commitments for the leases included in the table above, equates to the lease liabilities of $ 7.3 million recorded as of June 30, 2024 on the Company’s condensed consolidated balance sheet. Other Funding Commitments The Company enters into various agreements associated with its individual properties. Some of these agreements call for the potential future payment of royalties or “profit” participations for either (i) the use of third party intellectual property, in which the Company is obligated to share net profits with the underlying rights holders on a certain basis as defined in the respective agreements, or (ii) services rendered by animation studios, post-production studios, writers, directors, musicians or other creative talent for which the Company is obligated to share with these service providers a portion of the net profits of the properties on which they have rendered services, as defined in each respective agreement. Note 20: Related Party Transactions Pursuant to his employment agreement dated December 7, 2020, Andy Heyward, the Company’s CEO, is entitled to an executive producer fee of $ 12,500 per one-half hour episode for each episode he provides services as an executive producer . During the six months ended June 30, 2024, Mr. Heyward did not earn any executive producer fees. During the six months ended June 30, 2023 Mr. Heyward earned and was paid $ 0.3 million in executive producer fees. Mr. Heyward also earned his $ 55,000 quarterly bonus during each of the quarters in 2024 and 2023. On August 25, 2022, Mr. Heyward’s employment agreement was amended to include assignment of music royalties to Mr. Heyward for all musical compositions in which he provides services as a composer for or on behalf of the Company, in the event that the Company acquires up to 50 % of the writer's share of the royalties for that musical composition. If the Company acquires more than 50 % of the writer's share of the royalties on musical compositions Mr. Heyward provided services for, he has the option to purchase the additional royalties from the Company at the price the Company paid to acquire the additional royalties. During the six months ended June 30, 2024 and June 30, 2023, Mr. Heyward has not earned royalties from musical compositions. On February 27, 2023, Mr. Heyward’s employment agreement was further amended to provide him a creative producer fee of $ 100,000 per quarter, prorated for the three months ended March 31, 2023 and earned the full $ 100,000 in three months ended June 30, 2023, for services rendered to Wow. During the six months ended June 30, 2024, Mr. Heyward earned $ 100,000 during each of the quarters. On July 21, 2020, the Company entered into a merchandising and licensing agreement with Andy Heyward Animation Art (“AHAA”), whose principal is Andy Heyward. The Company entered into a customary merchandise license agreement with AHAA for the use of characters and logos related to Warren Buffett’s Secret Millionaires Club and Stan Lee’s Mighty 7 in connection with certain products to be sold by AHAA. The terms and conditions of such license are customary within the industry, and the Company earns an arm’s-length industry standard royalty on all sales made by 24 Table of Contents AHAA utilizing the licensed content. During the six months ended June 30, 2024 and June 30, 2023, Mr. Heyward has not earned royalties from this agreement. On July 19, 2022, the Company entered into a Shareholder Loan Agreement with YFE in the amount of EURO 1.3 million, accruing interest at the fixed annualized rate of 5 %, with successive interest periods of three months due on the last day of each calendar quarter. The principal plus interest must be repaid by no later than June 30, 2026. As of June 30, 2024 and December 31, 2023 $ 1.4 million is included within Notes and Accounts Receivable from Related Party on the Company’s condensed consolidated balance sheets. During 2022, the Company entered into a sublease agreement with a related party to lease one office in the general office space at 190 N. Canon Drive, Suite 400, Beverly Hills, CA 90210. The monthly payments were $ 595 for the three and six months ended June 30, 2024 and June 30, 2023 and recorded within Other Expense, net in the Company's condensed consolidated statements of operations. Note 21: Segment Reporting The Company’s Chief Operating Decision Maker (“CODM”) uses revenue and net earnings to evaluate the profitability and performance of each operating segment. All other financial information is reviewed by the CODM on a condensed consolidated basis. The CODM does not evaluate the operating segments using asset information and it is therefore not disclosed. All expenses directly attributable to each reportable segment are included in the operating results for each segment. However, the CODM does not evaluate the expenses by operating segment and, therefore, it is not separately presented. The following table presents the revenue and net earnings within the Company's two operating segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total Revenues: Content Production & Distribution $ 7,518 $ 10,148 $ 12,710 $ 23,381 Media Advisory & Advertising Services 866 890 1,752 1,846 Total Revenues $ 8,384 $ 11,038 $ 14,462 $ 25,227 Net Loss: Content Production & Distribution $ ( 5,696 ) $ ( 11,892 ) $ ( 12,435 ) $ ( 35,166 ) Media Advisory & Advertising Services ( 177 ) ( 533 ) ( 483 ) ( 1,087 ) Total Net Loss Attributable to Kartoon Studio, Inc. $ ( 5,873 ) $ ( 12,425 ) $ ( 12,918 ) $ ( 36,253 ) Geographic Information The following table provides information about disaggregated revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total Revenues: United States $ 4,304 $ 7,362 $ 7,485 $ 16,001 Canada 1,808 1,871 1,948 5,426 United Kingdom 2,240 1,747 4,799 3,591 Other 32 58 230 209 Total Revenues $ 8,384 $ 11,038 $ 14,462 $ 25,227 Note 22: Subsequent Events Subsequent to June 30, 2024, the Company sold marketable securities and received proceeds of $ 1.6 million and incurred a realized loss of $ 0.1 million. 25 Table of Contents As of August 14, 2024, there were no additional subsequent events to report. 26 Table of Contents