Item 1. Financial Statements
Item 1. Financial Statements
Kartoon Studios, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except for share data)
As of
June 30, 2025
December 31, 2024
(Unaudited)
ASSETS
Current Assets:
Cash
$ 2,056
$ 7,879
Restricted Cash
512
506
Investments in Marketable Securities (amortized cost of $ 700 and $ 2,116 , respectively)
687
2,029
Accounts Receivable (net of allowance of $ 94 and $ 239 , respectively)
7,043
11,982
Tax Credits Receivable (net of allowance of $ 316 and $ 187 , respectively)
12,287
10,295
Other Receivable
1,531
1,367
Prepaid Expenses and Other Assets
1,347
606
Total Current Assets
25,463
34,664
Noncurrent Assets:
Property and Equipment, net
1,886
2,053
Operating Lease Right-of-Use Assets, net
5,552
5,847
Finance Lease Right-of-Use Assets, net
487
278
Notes and Accounts Receivable from Related Party
–
1,352
Film and Television Costs, net
4,093
2,621
Tax Credits Receivable (net of allowance of $ 393 and $ 421 , respectively)
2,227
2,384
Investment in Your Family Entertainment AG
10,773
16,429
Intangible Assets, net
19,404
19,722
Other Assets
118
117
Total Assets
$ 70,003
$ 85,467
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable
$ 6,772
$ 11,954
Participations Payable
1,073
1,427
Accrued Expenses
1,278
405
Accrued Salaries and Wages
1,916
1,213
Deferred Revenue
6,510
5,997
Margin Loan
116
900
Production Facilities, net
10,609
9,220
Current Portion of Operating Lease Liabilities
1,018
1,002
Current Portion of Finance Lease Liabilities
264
249
Due to Related Party
–
8
Other Current Liabilities
804
1,065
Total Current Liabilities
30,360
33,440
Noncurrent Liabilities:
Deferred Revenue
3,369
3,371
Operating Lease Liabilities, Net Current Portion
5,025
5,359
Finance Lease Liabilities, Net Current Portion
210
54
Deferred Tax Liability, net
1,336
1,301
Warrant Liability
–
5,477
Other Noncurrent Liabilities
28
5
Total Liabilities
40,328
49,007
Commitments and Contingencies (Note 19)
–
–
Stockholders’ Equity:
Preferred Stock, 10,000,000 shares authorized, 0 shares issued and outstanding as
of June 30, 2025 and December 31, 2024
–
–
0% Series A Convertible Preferred Stock, $ 0.001 par value, 6,000 shares authorized,
0 shares issued and outstanding as of June 30, 2025 and December 31, 2024
–
–
Series B Preferred Stock, $ 0.001 par value, 0 shares authorized, 0 shares issued
and outstanding as of June 30, 2025 and December 31, 2024
–
–
Series C Preferred Stock, $ 0.001 par value, 50,000 shares authorized, 0 shares
issued and outstanding as of June 30, 2025 and December 31, 2024
–
–
Common Stock, $ 0.001 par value, 190,000,000 and 190,000,000
shares authorized, 47,982,835 and 46,285,078 shares issued and 47,906,569 and 46,209,081 outstanding as of June 30, 2025 and
December 31, 2024, respectively
48
45
Additional Paid-in Capital
783,860
777,930
Treasury Stock at Cost, 76,266 and 75,997 shares of common stock
as of June 30, 2025 and December 31, 2024, respectively
( 340 )
( 340 )
Accumulated Deficit
( 751,975 )
( 739,285 )
Accumulated Other Comprehensive Loss
( 3,238 )
( 3,379 )
Total Kartoon Studios, Inc. Stockholders' Equity
28,355
34,971
Non-Controlling Interests in Consolidated Subsidiaries
1,320
1,489
Total Stockholders' Equity
29,675
36,460
Total Liabilities and Stockholders’ Equity
$ 70,003
$ 85,467
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
Kartoon Studios, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except for share data)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Revenues:
Production Services
$ 7,359
$ 5,095
$ 13,931
$ 7,858
Content Distribution
1,992
2,396
3,973
4,725
Licensing and Royalties
86
27
170
127
Media Advisory and Advertising Services
842
866
1,709
1,752
Total Revenues
10,279
8,384
19,783
14,462
Operating Expenses:
Marketing and Sales
167
292
353
736
Direct Operating Costs
7,113
5,845
13,797
10,170
General and Administrative
6,214
6,908
11,927
14,511
Total Operating Expenses
13,494
13,045
26,077
25,417
Loss from Operations
( 3,215 )
( 4,661 )
( 6,294 )
( 10,955 )
Interest Expense
( 165 )
( 246 )
( 293 )
( 449 )
Other Expense, net
( 2,887 )
( 1,016 )
( 6,271 )
( 1,583 )
Net Loss
( 6,267 )
( 5,923 )
( 12,858 )
( 12,987 )
Net Loss Attributable to Non-Controlling Interests
104
50
169
69
Net Loss Attributable to Kartoon Studios, Inc.
$ ( 6,163 )
$ ( 5,873 )
$ ( 12,689 )
$ ( 12,918 )
Net Loss per Share (Basic)
$ ( 0.13 )
$ ( 0.15 )
$ ( 0.27 )
$ ( 0.35 )
Net Loss per Share (Diluted)
$ ( 0.13 )
$ ( 0.15 )
$ ( 0.27 )
$ ( 0.35 )
Weighted Average Shares Outstanding (Basic)
47,805,923
38,386,420
47,252,544
36,842,083
Weighted Average Shares Outstanding (Diluted)
47,805,923
38,386,420
47,252,544
36,842,083
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
Kartoon Studios, Inc.
Condensed Consolidated Statements of Comprehensive
Loss
(in thousands)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Net Loss
$ ( 6,267 )
$ ( 5,923 )
$ ( 12,858 )
$ ( 12,987 )
Change in Accumulated Other Comprehensive Income:
Change in Unrealized Gain on Marketable Securities
11
43
45
63
Realized Loss on Marketable Securities Reclassified from AOCI into Earnings
32
216
28
357
Foreign Currency Translation Adjustments
37
( 52 )
68
( 236 )
Total Change in Accumulated Other Comprehensive Income
80
207
141
184
Total Comprehensive Net Loss
$ ( 6,187 )
$ ( 5,716 )
$ ( 12,717 )
$ ( 12,803 )
Net Loss Attributable to Non-Controlling Interests
104
50
169
69
Total Comprehensive Net Loss Attributable to Kartoon Studios, Inc.
$ ( 6,083 )
$ ( 5,666 )
$ ( 12,548 )
$ ( 12,734 )
The accompanying notes are an integral part of
these condensed consolidated financial statements.
5
Kartoon Studios, Inc.
Condensed Consolidated Statements of Stockholders'
Equity
(in thousands, except for share data)
(Unaudited)
Common Stock
Preferred Stock
Additional Paid-In
Treasury Stock
Accumulated
Accumulated Other Comprehensive
Non-
Controlling
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Loss
Interest
Total
December 31, 2024
46,209,081
$ 46
–
$ –
$ 777,930
75,997
$ ( 340 )
$ ( 739,286 )
$ ( 3,379 )
$ 1,489
$ 36,460
Issuance of Common Stock for Services
14,990
–
–
–
3
–
–
–
–
–
3
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes
99,177
1
–
–
27
134
–
–
–
–
28
Share Based Compensation
–
–
–
–
87
–
–
–
–
–
87
Stock Options Granted to Consultants, Net
–
–
–
–
8
–
–
–
–
–
8
Warrant Exercise
1,462,000
1
–
–
–
–
–
–
–
–
1
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss
–
–
–
–
–
–
–
–
30
–
30
Currency Translation Adjustment
–
–
–
–
–
–
–
–
31
–
31
Net Loss
–
–
–
–
–
–
–
( 6,526 )
–
( 65 )
( 6,591 )
Balance, March 31, 2025
47,785,248
$ 48
–
$ –
$ 778,055
76,131
$ ( 340 )
$ ( 745,812 )
$ ( 3,318 )
$ 1,424
$ 30,057
Issuance of Common Stock for Services
77,292
–
–
–
52
–
–
–
–
–
52
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes
44,029
–
–
–
–
135
–
–
–
–
–
Share Based Compensation
–
–
–
–
48
–
–
–
–
–
48
Stock Options Granted to Consultants, Net
–
–
–
–
( 4 )
–
–
–
–
–
( 4 )
Warrant Reclassification
–
–
–
–
5,709
–
–
–
–
–
5,709
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss
–
–
–
–
–
–
–
–
43
–
43
Currency Translation Adjustment
–
–
–
–
–
–
–
–
37
–
37
Net Loss
–
–
–
–
–
–
–
( 6,163 )
–
( 104 )
( 6,267 )
Balance, June 30, 2025
47,906,569
$ 48
–
$ –
$ 783,860
76,266
$ ( 340 )
$ ( 751,975 )
$ ( 3,238 )
$ 1,320
$ 29,675
(continued)
6
Kartoon Studios, Inc.
Condensed Consolidated Statements of Stockholders'
Equity
(in thousands, except for share data)
(Unaudited)
Common
Stock
Preferred
Stock
Additional Paid-In
Treasury
Stock
Accumulated
Accumulated Other
Comprehensive
Non-
Controlling
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Deficit
Loss
Interest
Total
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
–
–
–
–
–
–
–
–
–
–
Fractional Shares Issued Upon Reverse
Stock Split
–
–
–
–
–
–
–
–
–
–
–
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
Proceeds From Warrant Exchange, net
–
–
–
–
–
–
–
–
–
–
–
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
The accompanying notes are an integral part of
these condensed consolidated financial statements.
7
Kartoon Studios, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30,
2025
2024
Cash Flows from Operating Activities:
Net Loss
$ ( 12,858 )
$ ( 12,987 )
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:
Amortization of Film and Television Costs
107
144
Depreciation and Amortization of Property, Equipment and Intangible Assets
1,277
1,201
Amortization of Right-of-Use Asset
530
971
Amortization of Premium on Marketable Securities
7
44
Share Based Compensation Expense
135
390
Impairment of Film and Television Costs
–
17
Loss on Settlement of Related Party Note
1,344
–
Gain on Early Lease Termination
( 4 )
–
Loss on Revaluation of Equity Investments in Your Family Entertainment AG
7,418
881
Unrealized (Gain) Loss on Foreign Currency of Equity Investments in Your Family Entertainment AG
( 1,761 )
596
Loss (Gain) on Warrant Revaluation
232
( 60 )
Realized Loss on Marketable Securities
28
357
Stock Issued for Services
81
158
Stock Options Issued for Services
4
–
Credit Loss Expense
61
114
Other Non-Cash Items
13
3
Decrease (Increase) in Operating Assets:
Accounts Receivable
5,050
5,322
Other Receivable
( 149 )
( 270 )
Tax Credits Earned (less capitalized)
( 5,889 )
( 4,128 )
Tax Credits Received, net
5,069
10,251
Film and Television Costs, net
( 1,952 )
( 440 )
Prepaid Expenses and Other Assets
( 750 )
( 513 )
Increase (Decrease) in Operating Liabilities:
Accounts Payable
( 5,221 )
( 6,592 )
Accrued Salaries and Wages
656
52
Accrued Expenses
872
384
Accrued Production Costs
11
643
Participations Payable
( 366 )
( 441 )
Deferred Revenue
213
1,682
Lease Liability
( 447 )
( 413 )
Due From (To) Related Party
3
( 1 )
Other Liabilities
( 4 )
( 19 )
Net Cash Used in Operating Activities
$ ( 6,290 )
$ ( 2,654 )
Cash Flows from Investing Activities:
Repayments from Related Party for Notes Receivable
–
45
Proceeds from Sales and Maturities of Marketable Securities
3,152
5,514
Investment in Marketable Securities
( 1,771 )
–
Investment in Intangible Assets, net
–
( 7 )
Purchase of Property and Equipment
( 80 )
( 34 )
Net Cash Provided by Investing Activities
$ 1,301
$ 5,518
Cash Flows from Financing Activities:
Proceeds from Margin Loan
5,223
6,297
Repayments of Margin Loan
( 6,005 )
( 6,022 )
Proceeds from Production Facilities
5,221
4,285
Repayment of Production Facilities
( 4,476 )
( 9,653 )
Repayments of Bank Indebtedness, net
–
( 2,628 )
Proceeds from Securities Purchase Agreements
–
3,329
Principal Payments on Finance Lease Obligations
( 208 )
( 389 )
Debt Issuance Costs
( 29 )
( 48 )
Shares Withheld for Taxes on Vested Restricted Shares
–
25
Proceeds from Warrant Exercise
1
–
Net Cash Used in Financing Activities
$ ( 273 )
$ ( 4,804 )
Effect of Exchange Rate Changes on Cash
( 555 )
586
Net Decrease in Cash and Restricted Cash
( 5,817 )
( 1,354 )
Beginning Cash and Restricted Cash
8,385
4,095
Ending Cash and Restricted Cash
$ 2,568
$ 2,741
Supplemental Disclosures of Cash Flow Information
Cash Paid for Interest
$ 35
$ 75
Non-Cash Operating Activities
Reduction in Leased Asset Due to Modified Lease Liability
$ 106
$ –
Non-Cash Financing and Investing Activities
Leased Assets Obtained in Exchange for New Finance Lease Liabilities
$ 356
$ –
The accompanying notes are an integral part of
these condensed consolidated financial statements.
8
Kartoon Studios, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2025
Note 1: Organization and Business
Organization and Nature of Business
Kartoon Studios, Inc. (formerly
Genius Brands International, Inc.) (the “Company”, “Kartoon Studios” or “we,” “us” or
“our”) is a global content and brand management company focused on the creation, production, licensing, and distribution of
multimedia animated content for children. Led by experienced industry personnel, the Company’s core business includes original intellectual
property (“IP”) development, third-party IP production services, media agency, and content monetization through licensing
and owned distribution platforms.
Kartoon Studios’ owned
and produced titles include Stan Lee’s Superhero Kindergarten (starring Arnold Schwarzenegger), Llama Llama (starring
Jennifer Garner), Rainbow Rangers , KC! Pop Quiz , and Shaq’s Garage (starring Shaquille O’Neal). The Company’s
library also includes titles such as Baby Genius , Thomas Edison’s Secret Lab , Warren Buffett’s Secret Millionaires
Club , Team Zenko Go! , Reboot , Bee & PuppyCat: Lazy in Space , and Castlevania . The Company maintains
a strategy of leveraging owned IP and third-party relationships to expand distribution and consumer product licensing.
Kartoon Studios also owns
WOW Unlimited Media Inc. (“WOW”), through which the Company established its affiliate relationship with Mainframe Studios—one
of the largest animation production studios globally. In addition, Wow owns Frederator Networks Inc. (“Frederator”)
along with its Channel Frederator Network . Mainframe Studios is a producer-for-hire for several major streaming platforms and IP
holders. To date, Mainframe has produced over 1,200 television episodes, 70 movies, and three feature films, including titles such as
Barbie Dreamhouse Adventures , Octonauts: Above & Beyond , Cocomelon , SuperKitties , and Unicorn Academy ,
in partnership with leading global media companies. Frederator operates a leading animation-focused creator network on YouTube encompassing
over 2,500 channels. Frederator Studios has developed and produced original programming in partnership with Cartoon Network, Nickelodeon,
Nick Jr., Netflix, Sony Pictures Animation, and Amazon.
The Company distributes its
content across streaming platforms, linear television, and its ad-supported and subscription-based video-on-demand services and apps,
including Kartoon Channel! and Ameba TV . Distribution partners include: YouTube, YouTube Kids, Amazon Prime Video, Amazon
Fire, Roku, Apple TV, iOS, Android TV, Android mobile, XBox, Pluto TV, Xumo, Tubi, Samsung TV Plus, Google TV, Cox, DISH, Sling TV, KartoonChannel.com,
and smart TVs from Samsung and LG. The Company also licenses content to third-party networks and streaming services globally, including
Netflix, Paramount+, HBO Max, and Nickelodeon.
The Company owns Ameba Inc.
(“Ameba”), a Canadian-based subscription streaming service with a focus on educational and entertainment content for younger
children. As a cornerstone of the Company’s subscription offerings, Ameba delivers a vast library of engaging and educational content,
accessible across multiple platforms.
The Company also owns The
Beacon Media Group, LLC and The Beacon Communications Group, Ltd. (collectively, “Beacon”), a specialized media and marketing
agency focused on children’s and family audiences. Beacon represents over 20 kids and family clients, including Bandai Namco, Moose
Toys, Bazooka Brands, Goliath Games, Playmates Toys, Cepia LLC, and Zebra Pens.
9
Through its investment in
Germany-based Your Family Entertainment AG (“YFE”), a publicly listed company on the Frankfurt Stock Exchange (RTV: FWB),
the Company holds a strategic interest in one of Europe’s leading independent children’s content providers, with a catalog
of approximately 150 titles and 3,500 half-hour episodes.
The Company holds a controlling
interest in Stan Lee Universe, LLC (“SLU”), which owns the intellectual property rights to Stan Lee’s name, likeness,
signature, and associated IP assets.
Kartoon Studios’ common
stock is listed on the NYSE American LLC (“NYSE American”) under the ticker symbol “TOON.”
Liquidity, Going Concern, and Capital Resources
As of June 30, 2025,
the Company had cash and restricted cash of $ 2.6 million, which decreased by $ 5.8 million as compared to December 31, 2024. The decrease
was primarily due to cash used in operating activities of $ 6.3 million, cash used in financing activities of $ 0.3 million, the effect
of exchange rate of $ 0.6 million, offset by cash provided by investing activities of $ 1.3 million. The cash used in operating activities
was primarily due to net loss of $ 12.9 million and net change in operating asset and liabilities of $ 2.9 million, partially offset by
net change in non-cash adjustments of $ 9.5 million. The cash used in financing activities was primarily due to payments of lease obligations
of $ 0.2 million and repayments of the production facilities and margin loan, net of proceeds from each, resulting in net cash used of
$0.1 million. The cash provided by investing activities of $ 1.3 million was primarily due to proceeds from the sale and maturities of
marketable securities of $ 3.2 million, offset by the investment in marketable securities of $ 1.8 million.
As of June 30,
2025, the Company held available-for-sale marketable securities with a fair value of $ 0.7
million,a decrease of $ 1.3
million as compared to December 31, 2024, due to a sale of securities during the six months ended June 30, 2025. The
available-for-sale securities consist of government debt securities and are also available as a source of liquidity.
In accordance with Accounting
Standards Codification (“ASC”), Presentation of Financial Statements - Going Concern (Subtopic 205-40), the Company has evaluated
whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern
for at least one year after the date the condensed consolidated financial statements are issued.
Historically, the Company
has incurred net losses. For the six months ended June 30, 2025 and 2024, the Company reported net losses of $ 12.9 million and $ 13 .0 million,
respectively. The Company reported net cash used in operating activities of $ 6.3 million, and cash used in operating activities of $ 2.7
million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had an accumulated deficit
of $ 752 .0 million and total stockholders’ equity of $ 29.7 million. As of June 30, 2025, the Company had total current assets
of $ 25.5 million, including cash of $ 2.1 million, restricted cash of $ 0.5 million, and marketable securities of $ 0.7 million, and
total current liabilities of $ 30.4 million. The Company had negative working capital of $ 4.9 million as of June 30, 2025, compared
to working capital of $ 1.2 million as of December 31, 2024. Management has evaluated the significance of these conditions in relation
to the Company’s ability to meet its obligations and concluded, that there is substantial doubt about our ability to continue as
a going concern for a period of at least one year subsequent to the issuance of the accompanying condensed consolidated financial statements.
Historically, the Company has financed its operations primarily through revenue generated from operations, loans and sales of its securities,
and the Company expects to continue to seek and obtain additional capital in a similar manner. In order to address the Company’s
capital needs, the Company intends to consider multiple alternatives, including, but not limited to, the sale of equity or debt securities,
financing arrangements or entering into collaborative, strategic, and/or licensing transactions. There can be no assurance that the Company
will be able to complete any such financing, collaborative or strategic transaction in a timely manner or on acceptable terms. As a result,
the Company may have to significantly limit its operations and its business, financial condition and results of operations would be materially
harmed. In parallel, management also plans to preserve liquidity, as needed, by implementing cost saving measures. For example, subsequent
to the period ending June 30, 2025, in order to improve liquidity, the Company sold certain assets, including CARES Act Employee
Retention Tax Credit receivables and 1,500,000 YFE shares. While management is taking these steps to improve liquidity, due to the uncertainty
surrounding the successful execution and timing of these plans, substantial doubt continues to exist regarding the Company’s ability
to meet its obligations as they become due within one year after the date the financial statements are issued.
10
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, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025. 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.
The accompanying combined
interim financial statements are unaudited, but in the opinion of management, contain all adjustments (which include normal recurring
adjustments) considered necessary to present fairly the interim financial statements. Interim results are not necessarily indicative of
financial results for a full year. The information included in this Form 10-Q should be read in conjunction with the Company’s 2024
Annual Report.
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, 2024.
Foreign Currency Forward Contracts
As of June 30, 2025 and
December 31, 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 $ 0.1 million and $ 0.6 million, respectively, recorded within Other Current Liabilities on the condensed consolidated
balance sheets. For the three and six months ended June 30, 2025 ,
the Company recorded a realized loss of $ 24,070 and $ 0.2 million, respectively, on
FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations. For the three and
six months ended June 30, 2024 , the Company recorded a realized loss of
$ 20,903 and $ 0.1 million, respectively, on FX forward contracts within Production Services Revenue
on the condensed consolidated statements of operations.
Trade Accounts Receivable and Allowance for
Credit Loss
As of June 30, 2025 and
December 31, 2024, the Company recorded an allowance for credit loss of $ 0.1 million and $ 0.2 million, respectively.
11
The following table summarizes
the activity in the allowance for credit losses related to trade accounts receivable as of June 30, 2025 and December 31, 2024
(in thousands):
Schedule of allowance for credit losses trade accounts receivable
Balance, net as of December 31, 2023
$ 189
Charged to costs and expenses
64
Recoveries
( 14 )
Balance, net as of December 31, 2024
$ 239
Charged to costs and expenses
28
Recoveries
( 35 )
Write-offs
( 138 )
Balance, net as of June 30, 2025
$ 94
Tax Credits Receivable
The Company classifies the
majority of its tax credits receivable as current based on their normal operating cycle. As of June 30, 2025, a portion of the Company’s
tax credits receivable is presented as a long-term asset due to uncertainty regarding the timing of obtaining the necessary certifications
required to process the tax credits. Management will continue to monitor the status of the outstanding items and reclassify the receivable
to current when the timing of collection becomes reasonably estimable.
As of June 30, 2025 and
December 31, 2024, $ 14.5 million a nd $ 12.7 million in tax credit receivables related
to Wow’s film and television productions were recorded, net of $ 0.7 million and $ 0.6 million, respectively, recorded as an allowance
for credit loss. As of June 30, 2025, $ 2.2 million in tax credits receivable net of $ 0.4 million allowance for credit loss was presented
as non-current asset. As of December 31, 2024 $ 2.4 million in tax credits receivable net of $ 0.4 million allowance for credit loss
was presented as non-current asset.
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 CAD
100,000. As of June 30, 2025 and December 31, 2024, the Company had eight and twelve bank deposit accounts with an aggregate
uninsured balance of $ 0.8 million and $ 6.7 million, respectively.
The Company has a managed
account with a financial institution. The managed account maintains its investments in marketable securities of approximately $ 0.7 million
and $ 2 .0 million as of June 30, 2025 and December 31, 2024, 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, 2025 and December 31,
2024, the Company did not have account balances held at this financial institution that exceed the insured balances.
As of June 30, 2025,
the Company’s investment portfolio consists of high-grade, fixed-income U.S. government agency bonds and therefore would not be
considered diversified. While this represents a concentration in a single asset class and issuer type, these investments are considered
to have minimal credit risk due to the high credit quality of U.S. government agencies. The Company continues to monitor its investment
holdings in accordance with its investment policy and believes no significant concentration of credit risk exists with respect to these
investments.
12
During the three months ended
June 30, 2025, the Company had four customers, whose total revenue exceeded 10% of the total condensed consolidated revenue. These
customers accounted for 86.6 % of the total revenue. During the three months ended June 30, 2024, the Company had four customers whose
total revenue exceeded 10% of the total condensed consolidated revenue. These customers accounted for 80.9 % of the total revenue.
During the six months ended
June 30, 2025, the Company had four customers, whose total revenue exceeded 10% of the total condensed consolidated revenue. These
customers accounted for 85.9 % 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 condensed consolidated revenue. These customers accounted for 66.7 % of the total revenue.
As of June 30, 2025,
the Company had two customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted
for 49.6 % of the total accounts receivable as of June 30, 2025. As of December 31, 2024, the Company had three customers whose
total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 53.2 % of the total accounts receivable
as of December 31, 2024.
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, 2025
(in thousands):
Schedule of marketable securities measured at fair value on a recurring basis
Level 1
Level 2
Total Fair Value
Investments in Marketable Securities:
U.S. Agency and Government Sponsored Securities
$ –
$ 687
$ 687
Total
$ –
$ 687
$ 687
The following table summarizes
the marketable securities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31,
2024 (in thousands):
Level 1
Level 2
Total Fair Value
Investments in Marketable Securities:
Corporate Bonds
$ 537
$ –
$ 537
U.S. Agency and Government Sponsored Securities
–
1,107
1,107
U.S. States and Municipalities
–
385
385
Total
$ 537
$ 1,492
$ 2,029
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 FASB ASC 320, Investments – Debt and Equity Securities . An allowance for credit loss was not
recorded for the marketable securities as of June 30, 2025 and December 31, 2024. Refer to Note 5 for additional details.
13
New Accounting Standards Issued but Not Yet
Adopted
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 ASU 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 consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures.
In March 2024, the FASB issued
ASU 2024-01, Scope Application of Profits Interests and Similar Awards . The ASU is intended to help entities determine whether
profits interest and similar awards are in the scope of ASC 718, Stock Compensation . The ASU solely focuses on scope and does not
address guidance on recognition, classification, attribution, or measurement. For public business entities, it is effective for annual
periods beginning after December 15, 2024 and interim periods within those annual periods. For all other entities, it is effective for
annual periods beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements. The amendments
would be applied either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest
and similar awards granted or modified on or after the date at which the entity first applies the amendments. The Company is in the process
of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which
is expected to result in enhanced disclosures.
In November, 2024 the FASB
issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expense. This update mandates that public companies provide more detailed information about specific
expenses in their financial statement notes. The effective date for this guidance is annual reporting periods beginning after December
15, 2026, with interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process
of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which
is expected to result in enhanced disclosures.
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 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, from which the Company plans to develop
and license multiple properties each year.
During the three months ended
June 30, 2025 and 2024 and the six months ended June 30, 2025 and 2024, SLU generated an insignificant amount of net loss. There
were no contributions or distributions during the six months ended June 30, 2025 and 2024 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, 2025,
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
29 % 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, 2025, the fair value
of the investment was determined to be $ 10.8 million recorded within noncurrent assets on the Company’s consolidated balance sheet.
The fair value as of June 30, 2025 decreased by net $ 5.7 million, as compared to December 31, 2024. The net decrease is comprised
of the net impact of a decrease in YFE’s stock price, and the effect of foreign currency remeasurement from EURO to USD. The total
change in fair value is recorded within Other Income (Expense), net on the Company’s consolidated statement of operations. As of
June 30, 2025 and December 31, 2024, the Company’s ownership in YFE was 44.8 %. On July 14, 2025, the Company sold 1,500,000
YFE shares for total proceeds of € 750,000 as part of its ongoing strategy to optimize its portfolio of assets. Subsequently, the
Company’s ownership in YFE decreased to 34.98 %.
14
Note 5: Marketable Securities
The Company classifies its
marketable debt securities as available-for-sale (“AFS”) and reports them at fair value in accordance with ASC Topic 326,
Measurement of Credit Losses on Financial Instruments .
The investments in marketable
securities had an adjusted cost basis of $ 0.7
million and a market value of $ 0.7
million as of June 30, 2025. The balances consisted of the following securities (in thousands) :
Schedule of marketable securities
Adjusted Cost
Unrealized Gain (Loss)
Fair Value
U.S. Agency and Government Sponsored Securities
$ 700
$ ( 13 )
$ 687
Total
$ 700
$ ( 13 )
$ 687
The investments in marketable
securities as of December 31, 2024 had an adjusted cost basis of $ 2.1
million and a market value of $ 2 .0
million. The balances consisted of the following securities (in thousands) :
Adjusted Cost
Unrealized Gain (Loss)
Fair Value
Corporate Bonds
$ 559
$ ( 22 )
$ 537
U.S. Agency and Government Sponsored Securities
1,155
( 48 )
1,107
U.S. States and Municipalities
402
( 17 )
385
Total
$ 2,116
$ ( 87 )
$ 2,029
The Company holds 1 AFS security,
which was in an unrealized loss position and has been in an unrealized loss position for a period greater than 12 months as of June 30,
2025. The AFS securities held by the Company as of December 31, 2024 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, 2025 and December 31, 2024, an allowance for credit loss was no t recognized as the issuers of the securities
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 $ 32,145
and $ 215,612 were recognized in earnings during the three months ended June 30, 2025 and 2024, respectively. Realized losses of $ 27,691
and $ 356,786 were recognized in earnings during the six months ended June 30, 2025 and 2024, respectively, primarily 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, 2025 were as follows (in thousands):
Schedule of contractual maturities of marketable investments
Fair Value
Due within 1 year
$ 687
Total
$ 687
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.
15
Note 6: Property and Equipment, net
The Company has property
and equipment as follows (in thousands):
Schedule of property and equipment, net
As of
June 30, 2025
December 31, 2024
Furniture and Equipment
$ 81
$ 117
Computer Equipment
824
817
Leasehold Improvements
2,200
2,200
Software
282
250
Property and Equipment, gross
3,387
3,384
Less Accumulated Depreciation
( 1,339 )
( 1,078 )
Foreign Currency Translation Adjustment
( 162 )
( 253 )
Property and Equipment, net
$ 1,886
$ 2,053
During the six months ended
June 30, 2025 and 2024, the Company recorded depreciation expense of $ 0.3 million and $ 0.2 million, respectively.
During the six months ended
June 30, 2025 and 2024, the Company did no t incur any impairment charges on its property and equipment.
Note 7: Leased Right-of-Use Assets, net
Leased right-of-use assets
consisted of the following (in thousands):
Schedule of leased right of use assets
As of
June 30, 2025
December 31, 2024
Operating Lease
Office Lease Assets
$ 9,332
$ 9,437
Accumulated Amortization
( 3,168 )
( 2,740 )
Finance Lease
Equipment Lease Assets
4,570
4,214
Accumulated Amortization
( 3,802 )
( 3,643 )
Right-of-Use Assets, Gross
$ 6,932
$ 7,268
Foreign Currency Translation Adjustment
( 893 )
( 1,143 )
Leased Right-of-Use Assets, net
$ 6,039
$ 6,125
16
As of June 30, 2025,
the weighted-average lease term for the Company’s operating leases was 69 months and the weighted-average discount rate was 11.2 %.
As of December 31, 2024, the weighted-average lease term for operating leases was 73 months and the weighted-average discount rate
was 11.1 %.
Effective April 1, 2025, the
Company executed a lease reassignment agreement with the landlord for its Ontario office, resulting in the reassignment of one of its
suites to a new tenant. The Company continues to lease and occupy remaining space under the original terms of the lease agreement. The
reassignment reduced the Company’s leased space from 570 square feet to 74 square feet, and associated rent obligations, but did
not change any other conditions of the lease. The modification was accounted for as a partial termination of the lease under ASC 842.
Accordingly, the Company remeasured the lease liability as of the effective date of the modification using the discount rate based on
the remaining lease term and payments. Based on the modified lease payment terms, the discount rate was determined to be 8.96%,
and the remeasured lease liability was $ 16,042 . This represented a reduction of $ 0.1 million compared to the pre-modification
lease liability. The Company adjusted the right-of-use asset based on the proportion of the reduction in the remeasured lease liability,
resulting in a reduction of $ 0.1 million. The Company recognized a gain on lease modification of $ 4,253 in the consolidated
statements of operations. The remaining lease costs of $ 16,770 will be recognized on a straight-line basis over the remaining lease
term.
Operating lease costs during
the three months ended June 30, 2025 and 2024 were $ 0.4 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, 2025 and 2024 were $ 0.7 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, 2025, the Company recorded finance lease costs of $ 0.1 million and $ 0.2 million respectively, primarily comprised
of ROU amortization of $ 0.1 million and $ 0.2 million respectively. 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. 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, 2025 and December 31, 2024 (in thousands):
Schedule of film and television costs activity
Film and Television Costs, net as of December 31, 2023
$ 1,295
Additions to Film and Television Costs
1,653
Disposals
( 75 )
Film Amortization Expense
( 231 )
Foreign Currency Translation Adjustment
( 21 )
Film and Television Costs, net as of December 31, 2024
$ 2,621
Additions to Film and Television Costs
1,566
Disposals
( 18 )
Film Amortization Expense
( 107 )
Foreign Currency Translation Adjustment
31
Film and Television Costs, net as of June 30, 2025
$ 4,093
During the six months ended
June 30, 2025 and 2024, the Company recorded amortization expense of $ 0.1 million and $ 0.2 million, respectively. The Company did no t
write-down or record any significant impairment charges on film costs during the six months ended June 30, 2025 and 2024.
17
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
Schedule of intangible asset
Weighted Average Remaining Amortization
As of
Period
June 30, 2025
December 31, 2024
Customer Relationships
5.0
$ 17,325
$ 17,325
Digital Networks
12.8
803
803
Trade Names
65.9
9,970
9,970
Intangible Assets, gross
28,098
28,098
Less Accumulated Amortization
( 6,821 )
( 5,822 )
Foreign Currency Translation Adjustment
( 1,873 )
( 2,555 )
Intangible Assets, net
$ 19,404
$ 19,722
During the three months ended
June 30, 2025 and 2024, the Company recorded intangible asset amortization expense of $ 0.5 million and $ 0.5 million, respectively. During
the six months ended June 30, 2025 and 2024, the Company recorded intangible asset amortization expense of $ 1 .0 million and $ 1 .0 million,
respectively.
Expected future amortization
of intangible assets subject to amortization as of June 30, 2025 is as follows (in thousands):
Schedule of expected future intangible asset amortization
Fiscal Year:
2025
$ 1,020
2026
2,040
2027
2,040
2028
2,040
2029
2,040
Thereafter
4,724
Total
$ 13,904
As of June 30, 2025, $ 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.
18
Note 10: Deferred Revenue
As of June 30, 2025 and
December 31, 2024, the Company had aggregate short term and long term deferred revenue of $ 9.9 million and $ 9.4 million, respectively.
The increase in deferred revenue is primarily related to productions on various shows nearing completion of the project as of June 30,
2025, similar to the progress as of December 31, 2024. 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, 2025 and
December 31, 2024, the Company’s margin loan balance was $ 0.1 million and $ 0.9 million, respectively. During the six months
ended June 30, 2025, the Company borrowed an additional $ 5.2 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 0.32 % and 0.46 %, respectively, on average margin loan balances of $ 0.1 million and $ 1 .0 million as of June 30, 2025
and December 31, 2024, respectively. During the three months ended June 30, 2025 and 2024, the Company incurred interest expense
on the loan of $ 3,062 and $ 12,429 , respectively. During the six months ended June 30, 2025 and 2024, the Company incurred interest expense
on the loan of $ 4,868 and $ 31,061 , respectively, included in Interest Expense on the Company’s condensed consolidated statements
of operations. 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 that are comprised of the following:
Production Facilities, net
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. Any borrowings
under the production facilities are collateralized by a security interest in substantially all of the relevant production 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 well as those of certain of our subsidiaries and related entities acting as guarantors of
the production facilities.
As of June 30, 2025 and
December 31, 2024, the Company had an outstanding net balance of USD 10.6 million (CAD 14.5 million), including USD 0.8 million (CAD
1 .0 million) of interest, and USD 9.2 million (CAD 13.3 million), including USD 0.8 million (CAD 1.2 million) of interest, respectively,
recorded as Production Facilities, net within current liabilities on the Company’s condensed consolidated balance sheets.
As of June 30, 2025 and
December 31, 2024, Production Facilities, net includes unamortized debt issuance costs related to the issuance of production facilities
of $ 0.1 million and $ 0.1 million, respectively, which were included as a reduction to the carrying amount of production facilities.
19
Equipment Lease Facility
In the fourth quarter of 2022,
the Company 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 $ 1 .0 million (CAD 1.4 million) in total. Each transaction under the
equipment lease facility has specific financing terms in respect of the leased equipment such as term, finance amount, rate, and payment
terms.
As
of June 30, 2025 , the Company has two leases remaining under
this facility with finance rates of 7.52 % and 8.20 %, and remaining lease terms of 5 months
and 14 months, respectively .
As of June 30, 2025 and
December 31, 2024, the outstanding balances, net of repayments, of $ 0.2 million (CAD 0.2 million) and $ 0.3 million (CAD 0.4 million),
respectively, were included within current and noncurrent Finance Lease Liabilities, net on the Company’s consolidated balance sheets.
Note 13: Stockholders’ Equity
Common Stock
As of June 30, 2025 and
December 31, 2024 the total number of authorized shares of common stock was 190,000,000 .
As of June 30, 2025 and
December 31, 2024, there were 47,906,569 and 46,209,081 shares of common stock outstanding, respectively.
During the six months ended
June 30, 2025 and 2024, the Company issued 95,282 and 127,242 shares of common stock for services, respectively.
During the six months ended
June 30, 2025 and 2024, the Company issued 143,206 and 88,531 shares of common stock in connection with vested restricted stock units
(RSUs), net of shares withheld for tax obligations, respectively.
On March 5, 2025, the Company
issued 1,462,000 shares of common stock to investor Armistice Capital Master Fund Ltd. upon the exercise of outstanding pre-funded warrants.
The warrants were exercised at a price of $ 0.001 per share, which represented par value, resulting in total proceeds of $ 1,462 . The issuance
was completed in accordance with the terms of the warrant agreements, and the shares issued are fully paid and non-assessable.
Preferred Stock
The Company has 10,000,000
shares of preferred stock authorized with a par value of $0.001 per share including 9,944,000 shares of undesignated preferred stock,
6,000 shares designated as 0% Series A Convertible Preferred Stock and 50,000 shares designated as Series C Preferred Stock. The board
of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our 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.
As of June 30, 2025 and
December 31, 2024, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of June 30, 2025 and December 31,
2024, there were 0 shares of Series C Preferred Stock outstanding.
20
Treasury Stock
During the six months ended
June 30, 2025 and 2024, 269 and 217 shares of common stock, respectively, with a cost of $ 187 and $ 252 , respectively, were withheld to
cover taxes owed by certain employees, all of which were included as treasury stock outstanding and recorded at cost within Treasury Stock
on the condensed consolidated balance sheet.
Note 14: Stock Options
On August 27, 2020, the Company’s
stockholders approved the adoption of the Kartoon Studios, Inc. 2020 Equity Incentive Plan (as amended, the ”2020 Plan”).
The 2020 Plan replaced the previously adopted 2015 Incentive Plan (the “2015 Plan”). The maximum number of shares available
for issuance was initially equal to the sum of (i) 3,000,000 shares of common stock and (ii) the number of shares of common stock remaining
available for issuance under the 2015 Plan, which was then equal to 216,767 shares . On May 23, 2023, the Company’s stockholders
approved the adoption of an Amended and Restated 2020 Equity Incentive Plan, which provided for the maximum number of shares of common
stock available for issuance under the 2020 Plan to be increased by 5,000,000 shares. Subsequently, on May 14, 2025, the Company’s
stockholders approved a further amendment and restatement of the 2020 Plan, providing for an additional increase of 5,000,000 shares of
common stock authorized for issuance under the plan. As of June 30, 2025 the maximum number of shares available for issuance was
13,216,767 .
During the six months ended
June 30, 2025 and 2024, the Company did no t grant any stock options.
The following table summarizes
the Company’s option activity:
Schedule of option activity
Stock Options
Weighted-Average Remaining Contractual Life
Weighted-Average Exercise Price per Share
Outstanding at December 31, 2024
952,140
4.79
$ 12.72
Granted
–
–
–
Exercised
–
–
–
Forfeited/Cancelled
( 25,547 )
–
7.70
Expired
( 44,280 )
–
16.45
Outstanding at June 30, 2025
882,313
4.58
$ 12.68
Unvested at June 30, 2025
–
–
–
Vested and exercisable at June 30, 2025
882,313
4.58
$ 12.68
During the three months ended
June 30, 2025 and 2024, the Company recognized $ 6,486 and $ 40,317 , respectively, in share-based compensation expense related to stock
options. During the six months ended June 30, 2025 and 2024, the Company recognized $ 24,699 and $ 0.1 million, respectively, in share-based
compensation expense related to stock options included in General and Administrative Expense on the Company’s condensed consolidated
statements of operations. As of June 30, 2025, the Company had no unrecognized share-based compensation expense related to outstanding
stock options. The outstanding options as of June 30, 2025 had an aggregated intrinsic value of zero .
21
Note 15: Restricted Stock Units
Restricted stock units (“RSUs”)
are granted under the Company’s 2020 Plan. During the six months ended June 30, 2025 and 2024, the Company granted 180,936 and 194,680
fully vested RSUs to the Company’s board members and consultants, with a fair market value of $ 0.1 million and $ 0.2 million, respectively.
An aggregate of 187,604 shares
of common stock were issued during the six months ended June 30, 2025 as a result of RSUs vested during the current and prior periods.
The following table summarizes
the Company’s RSU activity:
Schedule of RSU activity
Restricted Stock Units
Weighted-
Average Grant Date Fair Value per Share
Unvested at December 31, 2024
870,417
$ 13.53
Granted
180,936
0.64
Vested
( 180,936 )
0.64
Forfeited
–
–
Unvested at June 30, 2025
870,417
$ 13.53
During the three months ended
June 30, 2025 and 2024, the Company recognized $ 0.04 million and $ 0.1 million, respectively, in share-based compensation expense related
to RSUs. During the six months ended June 30, 2025 and 2024, the Company recognized $ 0.1 million and $ 0.3 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, 2025 was $ 13,573 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, 2025 was $ 0.1 million.
Note 16: Warrants
The following table summarizes
the activity in the Company’s outstanding warrants during the six months ended June 30, 2025:
Schedule of warrant activity
Warrants
Weighted-Average Remaining Contractual Life
Weighted-Average Exercise Price per Share
Outstanding at December 31, 2024
25,734,752
1.16
$ 2.19
Granted
–
–
–
Exercised
( 1,462,000 )
–
0.01
Expired
( 116,809 )
–
3.61
Forfeitures
–
–
–
Outstanding at June 30, 2025
24,155,943
3.11
$ 2.32
Exercisable at June 30, 2025
24,155,943
3.11
$ 2.32
22
On March 13, 2025, 89,286
derivative warrants classified as a liability as issued with convertible notes in 2020 to purchase shares of the Company’s common
stock expired and were no longer outstanding as of June 30, 2025. In addition, 27,523 warrants previously classified as equity expired
during the six months ended June 30, 2025.
On March 5, 2025, 1,462,000
of the pre-funded warrants were exercised at a price of $ 0.001 per share, which represented par value, resulting in total proceeds of
$ 1,462 . The issuance was completed in accordance with the terms of the warrant agreements, and the shares issued are fully paid and non-assessable.
On December 18, 2024, the
Company issued 7,894,736 Series A derivative warrants and 7,894,736 Series B derivative warrants in connection with the public offering.
Upon issuance, the warrants were classified as liabilities as the terms did not allow for settlement in shares in all circumstances, including
under the Fundamental Transaction provision. The warrants were initially measured at fair value and remeasured at each reporting period,
with changes in fair value recorded in earnings.
On May 14, 2025, the Company’s
shareholders approved the settlement of the Series A warrants and Series B warrants in shares in all scenarios, including in the event
of a Fundamental Transaction, thereby satisfying the conditions for equity classification. Based on this approval, the Company reevaluated
the classification of the warrants under ASC 815-40 and determined that equity classification is appropriate. The warrants were remeasured
to fair value immediately before the reclassification. As of May 13, 2025, the warrants were revalued at approximately $5.7 million, resulting
in a $0.7 million decrease in the liability as compared to March 31, 2025. The change in value was recorded as a Gain on Revaluation
of Warrants within Other Income (Expense), net on the consolidated statements of operations and within the Adjustments to Reconcile Net
Loss to Net Cash Used in Operating Activities on the consolidated statements of cash flows. Subsequently, the total liability of approximately
$5.7 million was reclassified to additional paid-in capital.
As of June 30, 2025, the 7,894,736 Series A warrants
and 7,894,736 Series B warrants remain outstanding as equity-classified instruments.
The fair value of the outstanding
Series A derivative warrants, prior to their reclassification to equity, was determined by using the Black-Scholes Merton option pricing
model based on the following assumptions as of May 13, 2025:
Schedule of assumptions
May 13, 2025
Market Price
$ 0.65
Exercise Price
$ 0.57
Dividend Yield
–%
Volatility
86.34%
Risk-free Interest Rate
4.11%
Expected Life of Warrants
5.00
The fair value of the outstanding
Series A derivative warrants was determined by using the BSM option pricing model based on the following assumptions as of December 31,
2024:
December 31, 2024
Market Price
$ 0.59
Exercise Price
$ 0.57
Dividend Yield
–%
Volatility
102%
Risk-free Interest Rate
3.98%
Expected Life of Warrants
5.00
23
The fair value of the outstanding
Series B derivative warrants, prior to their reclassification to equity, was determined by using the Black-Scholes Merton option pricing
model based on the following assumptions as of May 13, 2025:
Schedule of assumptions
May 13, 2025
Market Price
$ 0.65
Exercise Price
$ 0.57
Dividend Yield
–%
Volatility
68.87%
Risk-free Interest Rate
4.11%
Expected Life of Warrants
1.50
The fair value of the outstanding
Series B derivative warrants was determined by using the BSM option pricing model based on the following assumptions as of December 31,
2024:
Exercise Price
December 31, 2024
Market Price
$ 0.59
Exercise Price
$ 0.57
Dividend Yield
–%
Volatility
83%
Risk-free Interest Rate
3.98%
Expected Life of Warrants
1.50
Note 17: Supplemental Financial Statement Information
Other Expense, net
Components of Other Expense, net, are summarized
as follows (in thousands):
Schedule of other income expense, net
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Interest Expense (a)
$ ( 165 )
$ ( 246 )
$ ( 293 )
$ ( 449 )
Gain (Loss) on Revaluation of Warrants (b)
( 678 )
23
( 232 )
60
Loss on Revaluation of Equity Investment in YFE (c)
( 3,778 )
( 881 )
( 7,418 )
( 881 )
Realized Loss on Marketable Securities Investments (d)
( 32 )
( 216 )
( 28 )
( 357 )
Gain (Loss) on Foreign Exchange (e)
1,713
( 330 )
2,380
( 980 )
Loss on Debt Settlement (f)
–
–
( 944 )
–
Interest Income (g)
12
42
66
95
Finance Lease Interest Expense (h)
( 6 )
( 24 )
( 10 )
( 54 )
Gain on Lease Termination (i)
4
–
4
–
Other (j)
( 122 )
370
( 89 )
534
Other Expense, net
$ ( 2,887 )
$ ( 1,016 )
$ ( 6,271 )
$ ( 1,583 )
24
Three Months and Six Months Ended June 30, 2025
(a)
Interest Expense during the three and
six months ended June 30, 2025 consisted of $ 0.2 million and $ 0.3 million respectively, primarily due to interest incurred on
production facilities.
(b)
The Loss on Revaluation of Warrants during the three months ended June 30, 2025 is related to the remeasurement occurred immediately before reclassification of the outstanding 7,894,736 Series A warrants and 7,894,736 Series B warrants from liability to equity. The Loss on Revaluation of Warrants during the six months ended June 30, 2025 consists of $0.7 million Loss recorded at remeasurement offset by a $0.4 million fair value gain in the period ended March 31, 2025 of the outstanding 7,894,736 Series A warrants and 7,894,736 Series B warrants. These Warrants were classified as a liability in the period ended March 31, 2025 and change in their Fair Value resulted in a recorded gain due to a decrease of expiration period.
(c)
As accounted for using the fair value option, the Loss on Revaluation of Equity Investment in YFE of $ 3.8 million and $ 7.4 million, respectively, recorded in the three and six months ended June 30, 2025, is a result of the decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period. This excludes the impact of foreign currency recorded separately.
(d)
The Realized Loss on Marketable Securities Investments of $ 32,145 recorded during the three months ended June 30, 2025 is related to the Loss of $ 37,197 on sale of certain securities prior to the maturity date, offset by the Gain of $ 5,053 attributable to the sale of U.S. Treasury Securities. The Realized Loss on Marketable Securities Investments of $ 27,691 recorded during the six months ended June 30, 2025 is related to the Loss of $ 37,197 on sale of certain securities prior to the maturity date, offset by the Gain of $ 9,507 attributable to the sale of U.S. Treasury Securities.
(e)
The Gain on Foreign Exchange during the three and six months ended June 30, 2025 primarily related to the revaluation of the YFE investment, resulting in a gain of $ 1.7 million and $ 2.4 million, respectively, due to the depreciation of the U.S. dollar against the Euro relative to prior periods..
(f)
In April 2025, a settlement agreement with YFE related to the Shareholder Loan Agreement was finalized. As the settlement was considered probable and the loss reasonably estimable as of March 31, 2025, the Company recorded a loss of approximately $ 0.9 million during the period ended June 30, 2025.
(g)
Interest Income during the three and six months ended June 30, 2025 and 2024 primarily consisted of income from investments in marketable securities, net of premium amortization expense, as well as other transactions, including interest income related to Employee Retention Tax Credit (“ERTC”) receivable and interest income related to the Shareholder Loan. Each of these sources was individually immaterial.
(h)
The Finance Lease Interest Expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
(i)
On April 1, 2025, a subsidiary, Beacon Communications, executed a rent reassignment agreement relinquishing one floor of its office space in Toronto to a new tenant who assumed the lease obligation for that floor. This transaction resulted in a gain of $ 4,253 on lease modification recorded during the period ended June 30, 2025.
(j)
During the three months ended June 30, 2025, a
net loss of $ 0.1
million was recognized in connection with the reversal of previously accrued other income related to Employee Retention Tax Credit
(ERTC) claims. Other income had initially been recorded based on anticipated recoveries from submitted claims. Recent legislative
developments reduced the expected recoverable amounts, resulting in a partial reversal of the accrued other income. The amount
also included $ 11,991
of other income, primarily consisting of late fees from select clients on payment plans. For the six months ended June 30,
2025, other income primarily related to such late fees totaled $ 50,197 .
25
Three Months and Six Months Ended June 30, 2024
(a)
Interest Expense during the three and six months ended June 30, 2024 consisted of $ 0.2 million and $ 0.4 million, respectively, primarily due to interest incurred on production facilities and bank indebtedness.
(b)
The Gain on Revaluation of Warrants recorded during the three and six months ended June 30, 2024 was related to the remeasurement of 89,286 outstanding liability warrants which expired in March 2025.
(c)
As accounted for using the fair value option, the Loss on Revaluation of Equity Investment in YFE of $ 0.9 million recorded in the three and six months ended June 30, 2024, was a result of the decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period. This excluded the impact of foreign currency recorded separately.
(d)
The Realized Loss on Marketable Securities Investments during the three and six months ended June 30, 2024 reflected the loss that was not recovered from the investments due to selling securities prior to maturity.
(e)
The Gain (Loss) on Foreign Exchange during the three and six months ended June 30, 2024 was 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 was related to remeasurements of transactions made in foreign currencies that are outstanding as of the condensed consolidated balance sheet date.
(f)
No loss on settlement of debt was recorded during the three and six months ended June 30, 2024.
(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 represented the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
(j)
Other Income during the three and six months ended June 30, 2024 was 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 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 consolidated financial statements.
For the six months ended June 30,
2025, the effective tax rate was 0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state
income taxes, a foreign tax rate differential, and a change in valuation allowance. For the six months ended June 30, 2024, the effective
tax rate was 0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, a foreign tax
rate differential, and a change in valuation allowance.
During the six months ended
June 30, 2025 the Company did no t record an income tax expense. As of June 30, 2025 and December 31, 2024, net deferred
tax liability was $ 1.3 million and $ 1.3 million, respectively.
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.
26
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 2020.
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.
On July 4, 2025, the President
signed H.R. 1 the One Big Beautiful Bill Act into law. The legislation includes several changes to federal tax law that generally
allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing
of domestic research and development expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining
the limitation on business interest expense. These changes were not reflected in the income tax provision for the period ended June 30,
2025, as enactment occurred after the balance sheet date. The Company is currently evaluating the impact on future periods.
Note 19: Commitments and Contingencies
The following is a schedule
of future minimum cash contractual obligations as of June 30, 2025 (in thousands):
Schedule of future minimum lease payments
2025
2026
2027
2028
2029
Thereafter
Total
Operating Leases
$ 780
$ 1,570
$ 1,402
$ 1,058
$ 1,097
$ 2,248
$ 8,155
Finance Leases
187
169
116
29
–
–
501
Employment Contracts
1,713
853
538
498
–
–
3,602
Consulting Contracts
2,572
1,296
–
–
–
–
3,868
Debt
10,724
–
–
–
–
–
10,724
Production Financing
254
–
–
–
–
–
254
Contractual obligation
$ 16,230
$ 3,888
$ 2,056
$ 1,585
$ 1,097
$ 2,248
$ 27,104
Leases
The present value discount
of the minimum operating lease payments above was $ 2.1 million which when deducted from the cash commitments for the leases included in
the table above, equates to the lease liabilities of $ 6 .0 million recorded as of June 30, 2025 on the Company’s condensed consolidated
balance sheet.
Employment contracts
The Company has entered into
employment agreements with certain key executives, which remain in effect for fixed terms. Under these agreements, the executives receive
a base salary, subject to potential reviews at the discretion of the Board of Directors. Some of these agreements also include provisions
for severance benefits in certain circumstances. As a result, the Company's commitments under these agreements represent future salary
or severance payments obligations.
27
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.
In May 2024, the Company entered
into a license agreement for the animated television series Andrew the Big BIG Unicorn , under which it committed to provide a non-refundable
advance to one of the co-producers. As of June 30, 2025, approximately $0.3 million of the committed advance remains unpaid and is
expected to be funded in 2025. The advance is recoupable from future distribution and licensing revenues generated within the Company’s
licensed territories.
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, 2025 and 2024,
Mr. Heyward did no t earn any executive producer fees. Mr. Heyward also earned his $ 55,000 quarterly bonus for each quarter during the
six months ended June 30, 2025 and 2024.
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, 2025 and 2024, Mr. Heyward has no t 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 June 30, 2024, for services rendered to Wow. Mr. Heyward earned $ 100,000 in creative producer fees for each
quarter during the six months ended June 30, 2025 and 2024.
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 industry standard royalty on all sales made
by AHAA utilizing the licensed content. During the six months ended June 30, 2025 and 2024, Mr. Heyward has no t 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 were to
be repaid by no later than June 30, 2026. On April 27, 2025, the Company entered into a settlement agreement with YFE to resolve the outstanding
Shareholder Loan Agreement. Pursuant to the settlement, the Company accepted a reduced repayment amount of $ 0.4 million, payable
in two installments no later than June 2025, in full satisfaction of the loan balance. The settlement agreement became effective in April
2025 and the Company recorded an adjustment to the balance of the loan and recognized a loss of approximately $0.9 million. As of June 30,
2025, all terms of the settlement agreement were fulfilled.
28
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 income was $595 during the six months ended June 30, 2025 and 2024 and recorded within Other Expense, net
in the Company's condensed consolidated statements of operations.
During the quarter ended September 30,
2024, the Company entered into a one year consulting agreement with a related party for office
space interior design services. The agreement was subject to an initial fee of $ 6,545 and a monthly fee of $ 595 that commenced on September
1, 2024. The monthly expense was $ 595 and $ 0 during the six months ended June 30, 2025 and 2024, respectively, and was recorded within
General and Administrative expenses in the Company's condensed consolidated statements of operations.
On February 6, 2025,
certain members of the Company’s executive management team, including the Chief Operating Officer, established a nonprofit
organization. The Stan Lee Foundation (the “Foundation”), which has applied for tax-exempt status under Section
501(c)(3). The Foundation is not owned, governed, or controlled by the Company. The Company may reference the Foundation in
connection with reputational or community engagement efforts. The Company provided limited administrative support totaling
approximately $ 497
during the three months ended June 30, 2025. This support was not part of an ongoing funding commitment and is not considered
material to the Company’s financial statements. The Foundation is not consolidated in these financial statements.
Note 21: Segment Reporting
ASC Topic 280 Segment Reporting
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief
operating decision maker (“CODM”) uses revenue and net income (loss) to evaluate the profitability and performance of each
operating segment. The CODM does not evaluate the operating segments using asset information and it is therefore not disclosed. Segment
operating expenses include operating expenses directly attributable to the segment as well as certain shared corporate administration
services and other costs which are allocated to the reportable segments, such as legal expenses, human resources expenses, accounting
expenses, insurance expenses, and corporate facilities expenses. Segment operating expenses exclude certain non-recurring items and other
costs, such as interest expense, interest income, share-based compensation expense, and taxes. The Company’s CODM evaluates the
performance of each reportable segment based on segment operating income (loss) because it provides insight to operational leverage and
other operational metrics for each segment.
The Company has identified
two operating segments based on the nature of the products and services offered:
Content Production and Distribution
segment includes the operations of Kartoon Studios, Inc, Mainframe Studios, and Frederator Studios. These entities are aggregated due
to their similar economic characteristics, nature of products and services, production processes, customer types, and distribution methods.
This segment is focused on the creation, production, and distribution of animated and live-action content, as well as licensing and royalty
revenue from intellectual property.
Media Advisory and Advertising
Services segment includes The Beacon Media Group and The Beacon Communications Group. These entities provide media advisory and advertising
services and marketing services.
The CEO (CODM) reviews revenue
and net operating results, as allocated based on the nature of the business activity.
29
The following table presents the revenue and net
earnings within the Company's two
operating segments (in thousands):
Schedule of segment information by revenues and net earnings
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Total Revenues:
Content Production and Distribution
$ 9,437
$ 7,518
$ 18,074
$ 12,710
Media Advisory and Advertising Services
842
866
1,709
1,752
Total Revenues
$ 10,279
$ 8,384
$ 19,783
$ 14,462
Net Loss:
Content Production and Distribution
$ ( 5,505 )
$ ( 5,696 )
$ ( 11,531 )
$ ( 12,435 )
Media Advisory and Advertising Services
( 658 )
( 177 )
( 1,158 )
( 483 )
Total Net Loss Attributable to Kartoon Studios, Inc.
$ ( 6,163 )
$ ( 5,873 )
$ ( 12,689 )
$ ( 12,918 )
Geographic Information
The following table provides
information about disaggregated revenue by geographic area (in thousands):
Schedule of segments by geographic area
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Total Revenues:
United States
$ 4,889
$ 4,304
$ 9,615
$ 7,485
Canada
3,734
1,808
6,761
1,948
United Kingdom
1,618
2,240
3,330
4,799
Other
38
32
77
230
Total Revenues
$ 10,279
$ 8,384
$ 19,783
$ 14,462
Additional considerations
include the use of segment-level budgets and forecasts created by Mainframe Studios, Frederator and Kartoon Studios at the entity level.
The additional financial information prepared by the segment managers is discussed at length in meetings with the CODM. The Company determines
that the revenue information reviewed by the CODM, combined with the financial information discussed with the segment managers is sufficiently
detailed to allow the CODM to assess each component’s performance and make resource allocation decisions. Kartoon Studios, Frederator
and Mainframe Studios are separate entities, although according to ASC 280-10-50-11 all criteria are met in order to present result in
aggregation.
30
When evaluating the Company’s
performance and making key decisions regarding resource allocation, the CODM reviews several metrics included in net income or loss,
which also include the following:
Schedule of segment
allocations
Three Months Ended June 30, 2025
Content Production and Distribution
Media Advisory and Advertising
Total
Revenue
$ 9,437
$ 842
$ 10,279
Less Operating Expenses:
Selling, Marketing and Direct Operating Costs
7,212
70
7,282
General and Administrative Expenses
4,176
1,252
5,428
Other Expenses
–
8
8
Segment results:
$ ( 1,951 )
$ ( 488 )
$ ( 2,439 )
Reconciliation of net (loss) income:
Depreciation Expense
$ 685
$ 43
$ 728
Interest Expense
165
–
165
Stock Based Compensation
48
–
48
Tax provision
–
–
–
Other
2,760
127
2,887
Net Loss Attributable to Non-Controlling Interests
( 104 )
–
( 104 )
Net Loss Attributable to Kartoon Studios, Inc.
$ ( 5,505 )
$ ( 658 )
$ ( 6,163 )
Six Months Ended June 30, 2025
Content Production and Distribution
Media Advisory and Advertising
Total
Revenue
$ 18,074
$ 1,709
$ 19,783
Less Operating Expenses:
Selling, Marketing and Direct Operating Costs
14,002
148
14,150
General and Administrative Expenses
7,849
2,520
10,369
Other Expenses
–
8
8
Segment results:
$ ( 3,777 )
$ ( 967 )
$ ( 4,744 )
Reconciliation of net (loss) income:
Depreciation Expense
$ 1,324
$ 90
$ 1,414
Interest Expense
293
–
293
Stock Based Compensation
136
–
136
Tax Provision
–
–
–
Other
6,170
101
6,271
Net Loss Attributable to Non-Controlling Interests
( 169 )
–
( 169 )
Net Loss Attributable to Kartoon Studios, Inc.
$ ( 11,531 )
$ ( 1,158 )
$ ( 12,689 )
31
Three Months Ended June 30, 2024
Content Production and Distribution
Media Advisory and Advertising
Total
Revenue
$ 7,518
$ 866
$ 8,384
Less Operating Expenses:
Selling, Marketing and Direct Operating Costs
6,061
75
6,136
General and Administrative Expenses
4,736
1,193
5,929
Other Expenses
–
–
–
Segment results:
$ ( 3,279 )
$ ( 402 )
$ ( 3,681 )
Reconciliation of net (loss) income:
Depreciation Expense
$ 765
$ 51
$ 816
Interest Expense
246
–
246
Stock Based Compensation
164
–
164
Tax provision
–
–
–
Other
1,292
( 276 )
1,016
Net Loss Attributable to Non-Controlling Interests
( 50 )
–
( 50 )
Net Loss Attributable to Kartoon Studios, Inc.
$ ( 5,696 )
$ ( 177 )
$ ( 5,873 )
Six Months Ended June 30, 2024
Content Production and Distribution
Media Advisory and Advertising
Total
Revenue
$ 12,710
$ 1,752
$ 14,462
Less Operating Expenses:
Selling, Marketing and Direct Operating Costs
10,818
88
10,906
General and Administrative Expenses
9,861
2,477
12,338
Other Expenses
–
5
5
Segment results:
$ ( 7,969 )
$ ( 818 )
$ ( 8,787 )
Reconciliation of net (loss) income:
Depreciation Expense
$ 1,673
$ 105
$ 1,778
Interest Expense
446
3
449
Stock Based Compensation
–
–
–
Tax provision
390
–
390
Other
2,026
( 443 )
1,583
Net Loss Attributable to Non-Controlling Interests
( 69 )
–
( 69 )
Net Loss Attributable to Kartoon Studios, Inc.
$ ( 12,435 )
$ ( 483 )
$ ( 12,918 )
All other segment items included
in net income or loss are reported on the consolidated statements of operations and described within their respective disclosures.
32
Note 22: Subsequent Events
As of August 13, 2025,
the Company had margin loan balance of $0.2 million.
On July 14, 2025, the Company
sold 1,500,000 YFE shares for total proceeds of €750,000 or €0.50 per share, as part of its ongoing strategy to optimize its
portfolio of assets. Although this transaction occurred after June 30, 2025 and did not impact the fair value measurement reported in
the Company’s June 30, 2025 financial statements, it is expected to affect the valuation in the subsequent reporting period. The
Company will continue to monitor the investment for any further developments and assess any potential accounting implications.
Subsequent to June 30,
2025, the Company entered into a Share Exchange Agreement with F&M Film und Medien Beteiligungs GmbH (“F&M”), pursuant
to which The Company agreed to transfer 348,127 shares of Your Family Entertainment AG (“YFE”) currently held by the Company,
to F&M, in exchange for 348,127 shares of the Company’s common stock currently held by F&M, on a one-for-one basis. The
share exchange was structured as a non-cash transaction and will be effected upon the mutual closing date, subject to the exchange of
share certificates and registration of the transferred shares.
Subsequent to June 30,
2025, the Company entered into an agreement to sell its rights to its $0.9 million outstanding Employee Retention Tax Credit (ERTC) refund
claims to a third party in exchange for cash consideration. Under the agreement, the Company received an upfront payment of $0.5 million
equal to 55% of the claim amount upon execution, with an additional payment of $0.1 million equal to 15%, to be
paid upon collection from the IRS. The Company is entitled to receive any interest earned on the 15% refundable amount if it is collected
from the IRS within nine months of signing the agreement. Any interest received from the IRS after the nine-month period will be retained
by the lender. Pursuant to the agreement, the Company retains legal title and remains obligated in the event of any disallowance, modification,
or reduction of the claim by the IRS.
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.