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TOON Kartoon Studios Inc

0.6726
0.0431 (6.85%)
29 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Kartoon Studios Inc AMEX:TOON AMEX Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.0431 6.85% 0.6726 0.70 0.616 0.63 269,316 22:00:00

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

14/11/2024 1:55pm

Edgar (US Regulatory)


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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File Number: 000-54389

 

KARTOON STUDIOS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-4118216
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

190 N. Canon Drive, 4th FL

Beverly Hills, CA 90210

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 310-273-4222

 

______________________________

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol(s) Name of Exchange where registered
Common Stock, par value $0.001 per share TOON The NYSE American

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o   Accelerated filer o
Non-accelerated filer x   Smaller reporting company x
    Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of November 13, 2024, the registrant had 39,568,887 shares of common stock outstanding.

 

 

 

   

 

 

Kartoon Studios, Inc.

FORM 10-Q

 

Table of Contents

 

PART I - FINANCIAL INFORMATION Page Number
   
Item 1. Financial Statements  

Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and December 31, 2023

3
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2024 and 2023 4
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended September 30, 2024 and 2023 5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended September 30, 2024 and 2023 6
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 8
Notes to Unaudited Condensed Consolidated Financial Statements 9
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 30
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 39
    
Item 4. Controls and Procedures. 39
   
PART II - OTHER INFORMATION  
   
Item 1. Legal Proceedings. 41
   
Item 1A. Risk Factors. 43
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 46
   
Item 3. Defaults Upon Senior Securities. 46
   
Item 4. Mine Safety Disclosures. 46
   
Item 5. Other Information. 46
   
Item 6. Exhibits. 47
   
SIGNATURES 48

 

 

 

 2 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

Kartoon Studios, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and par value data)

 

           
   As of 
   September 30, 2024   December 31, 2023 
   (Unaudited)     
ASSETS          
Current Assets:          
Cash  $4,581   $4,095 
Investments in Marketable Securities (amortized cost of $4,266 and $12,838, respectively)   4,079    11,950 
Accounts Receivable (net of allowance of $241 and $189, respectively)   11,893    18,072 
Tax Credits Receivable (net of allowance of $610 and $527, respectively)   12,929    20,714 
Notes and Accounts Receivable from Related Party   1,471    1,435 
Other Receivable   1,327    103 
Prepaid Expenses and Other Assets   900    740 
Total Current Assets   37,180    57,109 
           
Noncurrent Assets:          
Property and Equipment, net   1,655    1,877 
Operating Lease Right-of-Use Assets, net   6,365    7,076 
Finance Lease Right-of-Use Assets, net   1,026    1,867 
Film and Television Costs, net   1,858    1,295 
Investment in Your Family Entertainment AG   17,965    19,094 
Intangible Assets, net   21,126    22,993 
Other Assets   124    125 
Total Assets  $87,299   $111,436 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts Payable  $12,043   $16,864 
Participations Payable   1,188    1,915 
Accrued Expenses   1,132    691 
Accrued Salaries and Wages   1,707    1,926 
Deferred Revenue   5,015    3,127 
Margin Loan   1,069    782 
Production Facilities   8,739    15,336 
Bank Indebtedness   592    2,905 
Current Portion of Operating Lease Liabilities   1,120    908 
Current Portion of Finance Lease Liabilities   923    1,120 
Warrant Liability       63 
Due to Related Party   4    3 
Other Current Liabilities   168     
Total Current Liabilities   33,700    45,640 
           
Noncurrent Liabilities:          
Deferred Revenue   3,371    3,458 
Operating Lease Liabilities, Net Current Portion   5,912    6,736 
Finance Lease Liabilities, Net Current Portion   107    928 
Deferred Tax Liability, net   1,402    1,399 
Other Noncurrent Liabilities   7    14 
Total Liabilities   44,499    58,175 
           
Commitments and Contingencies (Note 19)         
           
Stockholders’ Equity:          
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, as of September 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 September 30, 2024 and December 31, 2023        
Series B Preferred Stock, $0.001 par value, 1 share authorized, 1 share issued and outstanding as of September 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 September 30, 2024 and December 31, 2023        
Common Stock, $0.001 par value, 190,000,000 shares authorized, 39,630,851 and 35,323,217 shares issued and 39,555,161 and 35,247,744 outstanding as of September 30, 2024 and December 31, 2023, respectively   40    352 
Additional Paid-in Capital   778,438    773,986 
Treasury Stock at Cost, 75,690 and 75,473, shares of common stock as of September 30, 2024 and December 31, 2023, respectively   (339)   (339)
Accumulated Deficit   (733,521)   (718,546)
Accumulated Other Comprehensive Loss   (3,376)   (3,883)
Total Kartoon Studios, Inc. Stockholders' Equity   41,242    51,570 
Non-Controlling Interests in Consolidated Subsidiaries   1,558    1,691 
Total Stockholders' Equity   42,800    53,261 
           
Total Liabilities and Stockholders’ Equity  $87,299   $111,436 

 

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 share and per share data)

(Unaudited)

 

                     
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Revenues:                
Production Services  $4,898   $6,360   $12,756   $23,279 
Content Distribution   2,348    2,562    7,002    8,815 
Licensing & Royalties   37    153    235    362 
Media Advisory & Advertising Services   1,425    997    3,177    2,820 
Total Revenues   8,708    10,072    23,170    35,276 
                     
Operating Expenses:                    
Marketing and Sales   290    522    1,026    2,457 
Direct Operating Costs   5,766    13,475    15,936    34,301 
General and Administrative   5,199    8,679    19,710    26,274 
Impairment of Property and Equipment               120 
Impairment of Intangible Assets               4,023 
Impairment of Goodwill               11,287 
Total Operating Expenses   11,255    22,676    36,672    78,462 
                     
Loss from Operations   (2,547)   (12,604)   (13,502)   (43,186)
                     
Interest Expense   (176)   (672)   (625)   (2,777)
Other Income (Expense), net   602    (2,236)   (981)   (6,783)
                     
Loss Before Income Tax Benefit   (2,121)   (15,512)   (15,108)   (52,746)
                     
Income Tax Benefit               934 
                     
Net Loss   (2,121)   (15,512)   (15,108)   (51,812)
                     
Net Loss Attributable to Non-Controlling Interests   64    36    133    83 
                     
Net Loss Attributable to Kartoon Studios, Inc.  $(2,057)  $(15,476)  $(14,975)  $(51,729)
                     
Net Loss per Share (Basic)  $(0.05)  $(0.44)  $(0.40)  $(1.56)
Net Loss per Share (Diluted)  $(0.05)  $(0.44)  $(0.40)  $(1.56)
                     
Weighted Average Shares Outstanding (Basic)   39,499,680    35,088,333    37,734,415    33,160,228 
Weighted Average Shares Outstanding (Diluted)   39,499,680    35,088,333    37,734,415    33,160,228 

 

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 September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Net Loss  $(2,121)  $(15,512)  $(15,108)  $(51,812)
Change in Accumulated Other Comprehensive Income (Loss):                    
Change in Unrealized Gain on Marketable Securities   134    164    197    907 
Realized Losses on Marketable Securities Reclassified from AOCI into Earnings   148    1,897    505    4,154 
Foreign Currency Translation Adjustments   41    (550)   (195)   157 
Total Change in Accumulated Other Comprehensive Loss   323    1,511    507    5,218 
Total Comprehensive Net Loss   (1,798)   (14,001)   (14,601)   (46,594)
Net Loss Attributable to Non-Controlling Interests   64    36    133    83 
Total Comprehensive Net Loss Attributable to Kartoon Studios, Inc.  $(1,734)  $(13,965)  $(14,468)  $(46,511)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

 

 

 

 5 

 

 

Kartoon Studios, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

(in thousands, except share data)

 

                                                     
   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 
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 
                                                     
Issuance of Common Stock for Services  91,644               84                       84 
Reclassification Related to Reverse Stock Split      (316)          316                        
Share Based Compensation                 155                       155 
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss                                282        282 
Currency Translation Adjustment                                41        41 
Net Loss                            (2,057)       (64)   (2,121)
                                                     
Balance, September 30, 2024  39,555,161   $40   1   $   $778,438   75,690   $(339)  $(733,521)  $(3,376)  $1,558   $42,800 

 

 6 

 

 

Kartoon Studios, Inc.

Condensed Consolidated Statements of Stockholders' Equity (Continued)

(Unaudited)

(in thousands, except share data)

 

   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 
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 
                                                     
Issuance of Common Stock for Services  26,152               43                       43 
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes  64,756                  2,441    (9)               (9)
Share Based Compensation                 465                       465 
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss                                2,061        2,061 
Currency Translation Adjustment                                (550)       (550)
Net Loss                            (15,476)       (36)   (15,512)
                                                     
Balance, September 30, 2023  35,145,481   $351   1   $   $770,375   50,939   $(314)  $(693,172)  $(4,707)  $1,707   $74,240 

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)

 

           
   Nine Months Ended September 30, 
   2024   2023 
Cash Flows from Operating Activities:          
Net Loss  $(15,108)  $(51,812)
           
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:          
Amortization of Film and Television Costs   176    612 
Depreciation and Amortization of Property, Equipment & Intangible Assets   1,791    1,943 
Amortization of Right-of-Use Asset   1,400    2,179 
Amortization of Premium on Marketable Securities   59    369 
Share-Based Compensation Expense   545    2,091 
Impairment of Film and Television Costs       6,172 
Impairment of Intangible Assets       4,023 
Impairment of Goodwill       11,287 
Impairment of Property and Equipment       120 
Deferred Income Taxes       (934)
Loss on Early Lease Termination       232 
Marketing Expenses in Exchange for Stock       1,195 
(Gain) Loss on Revaluation of Equity Investments in Your Family Entertainment AG   1,342    (1,102)
Unrealized (Gain) Loss on Foreign Currency of Equity Investments in Your Family Entertainment AG   (212)   205 
Gain on Revaluation of Warrants   (63)   (8,999)
Realized Loss on Marketable Securities   505    4,154 
Warrant Incentive Expense       12,664 
Stock Issued for Services   242    1,040 
Credit Loss Expense   144    351 
Other Non-Cash Items   (10)   2 
           
Decrease (Increase) in Operating Assets:          
Accounts Receivable   6,127    3,481 
Other Receivable   (1,229)   909 
Tax Credits Earned (less capitalized)   (6,468)   (12,327)
Tax Credits Received   13,760    12,247 
Film and Television Costs, net   (744)   (778)
Prepaid Expenses and Other Assets   (169)   (178)
           
Increase (Decrease) in Operating Liabilities:          
Accounts Payable   (4,816)   (1,875)
Accrued Salaries & Wages   (190)   (358)
Accrued Expenses   439    (71)
Accrued Production Costs   491    806 
Participations Payable   (709)   (942)
Deferred Revenue   1,840    (6,208)
Lease Liability   (429)   (695)
Due to Related Party   (3)   55 
Other Liabilities   162    (26)
Net Cash Used in Operating Activities   (1,127)   (20,168)
           
Cash Flows from Investing Activities:          
Repayments from/(Loans to) Related Party for Note Receivables   (37)   1,393 
Proceeds from Principal Collections on Marketable Securities       460 
Proceeds from Sales and Maturities of Marketable Securities   8,009    67,633 
Purchase of Property & Equipment   (70)   (68)
Net Cash Provided by Investing Activities   7,902    69,418 
           
Cash Flows from Financing Activities:          
Proceeds from Margin Loan   9,054    17,619 
Repayments of Margin Loan   (8,767)   (76,182)
Proceeds from Production Facilities   6,492    11,161 
Repayment of Production Facilities   (13,168)   (9,451)
(Repayments of )/Proceeds from Bank Indebtedness, net   (2,253)   573 
Proceeds from Securities Purchase Agreement   3,329    5,299 
Principal Payments on Finance Lease Obligations   (1,040)   (1,555)
Debt Issuance Costs   (116)   (18)
Shares Withheld for Taxes on Vested Restricted Shares   25    (25)
Payment for Warrant Put Option Exercise       (250)
Net Cash Used in Financing Activities   (6,444)   (52,829)
           
Effect of Exchange Rate Changes on Cash   155    34 
           
Net Increase (Decrease) in Cash   486    (3,545)
Beginning Cash   4,095    7,432 
Ending Cash  $4,581   $3,887 
           
Supplemental Disclosures of Cash Flow Information          
Cash Paid for Interest  $145   $285 
           
Non-Cash Financing and Investing Activities          
Leased Assets Obtained in Exchange for New Finance Lease Liabilities  $   $1,432 
Warrants Issued for Services  $   $443 
Warrant Modification  $   $3,510 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 8 

 

 

Kartoon Studios, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2024

 

Note 1: Organization and Business

 

Organization and Nature of Business

 

Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.; 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 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, Samsung TV Plus, LG Smart TVs, Amazon, 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 a leading producer and distributor of high-quality children’s and family programming. YFE owns and operates one of Europe’s largest channel-independent libraries of around 150 titles and 3,500 half-hour episodes.

 

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”), the largest animation focused creator 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 Cartoon Network, 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 3 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.

 

 

 

 9 

 

 

The Company also owns The Beacon Media Group, LLC (“Beacon Media”) and The Beacon Communications Group, Ltd. (“Beacon Communications”) (collectively, “Beacon”), a 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 represents over 20 kids and family clients including Bandai Namco, Moose Toys, Bazooka Candy Brands, Goliath Games, Playmates Toys, Cepia LLC, 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 had 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, which has since expired. 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”). The JV 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. 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 seasons of episodic series.

 

Liquidity, Going Concern, and Capital Resources

 

As of September 30, 2024, the Company had cash of $4.6 million, which increased by $0.5 million as compared to December 31, 2023. The increase was primarily due to cash provided by investing activities of $7.9 million, offset by cash used in financing activities of $6.4 million and cash used for operating activities of $1.1 million. The cash provided by investing activities was primarily due to sales of marketable securities of $8.0 million. The cash used in financing activities was primarily due to repayments of the production facilities, finance lease obligations, and bank indebtedness, net of proceeds from each, resulting in net cash used of $10.0 million, offset by net proceeds from the Offering of $3.3 million and margin loan of $0.3 million.

 

As of September 30, 2024, the Company held available-for-sale marketable securities with a fair value of $4.1 million, a decrease of $7.9 million as compared to December 31, 2023 due to sales and maturities during the nine months ended September 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 September 30, 2024 and December 31, 2023, the Company’s margin loan balance was $1.1 million and $0.8 million, respectively. During the nine months ended September 30, 2024, the Company borrowed an additional $9.1 million from its investment margin account and repaid $8.8 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 0.46% and 0.98%, respectively, on average margin loan balances of $1.0 million and $27.4 million as of September 30, 2024 and December 31, 2023, respectively.

 

 

 

 10 

 

 

For the three months ended September 30, 2024 and September 30, 2023, the Company incurred interest expense on the margin loan of $11,070 and $0.2 million, respectively. The Company incurred interest expense on the margin loan of $42,131 and $1.5 million during the nine months ended September 30, 2024 and September 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.

 

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 $1.2 million U.S. dollars (“USD”) or $1.6 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 $0.7 million (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 $0.4 million (CAD 0.5 million). As of the date of the amendment and December 31, 2023, 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 September 30, 2024, the Company was not in compliance with a financial covenant to maintain a minimum liquidity threshold. Due to financial covenant violations in the second quarter of 2024, the Company’s remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) as of September 30, 2024, are subject to early repayment. During the three months ended September 30, 2024, the lender and the Company agreed to a repayment plan for the equipment leases under the equipment lease line to be completed prior to the end of the fourth quarter of 2024. On August 30, 2024, the Company paid $0.1 million (CAD 0.1 million) to the lender as part of its early repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, the Company paid $0.3 million (CAD 0.4 million) to the lender as part of its repayment plan for the equipment lease line. 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.

 

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 three months ended September 30, 2024 and September 30, 2023, the Company reported net losses of $2.1 million and $15.5 million, respectively. For the nine months ended September 30, 2024 and September 30, 2023, the Company reported net losses of $15.1 million and $51.8 million, respectively. The Company reported net cash used in operating activities of $1.1 million and net cash used in operating activities of $20.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. As of September 30, 2024, the Company had an accumulated deficit of $733.5 million primarily due to approximately $450 million of expenses related to non-operational warrant and stock option expense recorded in 2020 and 2021, and total stockholders’ equity of $42.8 million. As of September 30, 2024, the Company had total current assets of $37.2 million, including cash of $4.6 million and marketable securities of $4.1 million, and total current liabilities of $33.7 million. The Company had working capital of $3.5 million as of September 30, 2024, compared to working capital of $11.5 million as of December 31, 2023. Based on our current expected level of operating expenditures and the cash and cash equivalents on hand at September 30, 2024, management concludes that there is substantial doubt about our ability to continue as a going concern for a period of at least 12 months 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. The Company has filed a registration statement on Form S-3 on December 22, 2023, as amended, registering the sale of up to $75 million of the Company’s securities pursuant to a shelf registration statement, and a registration statement on Form S-1 on September 27, 2024, as amended, in connection with a best efforts public offering of up to $8 million of the Company’s securities. However, the Company does not have any committed sources of financing at this time, and it is uncertain whether any additional funding will be available when it needs it on terms that will be acceptable to it, or at all. The Company’s ability to sell securities registered on its registration statement on From S-3 is limited until such time that the market value of its voting securities held by non-affiliates is $75 million or more. In addition, the number of shares of common stock and securities convertible or exercisable for common stock that the Company can sell, under certain circumstances, will be limited by NYSE American rules and regulations. There can be no assurance that the Company will be able to raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of its existing shareholders will be diluted. The issuance of debt can result in restrictive covenants that limit operations. If funding is not available or not available at terms acceptable to the Company, the Company will seek to reduce overhead costs and reduce its weekly cash obligations in the short term as needed. In addition, the Company can look to divest or bring in equity partners for our various divisions and bring in near term capital.

 

 

 

 11 

 

 

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.

 

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 September 30, 2024, the gross amounts of foreign currency (“FX”) forward contracts in an asset and liability position subject to a master netting arrangement resulted in a net liability of $0.2 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 nine months ended September 30, 2024, the Company recorded a realized gain of $35,601 and $86,355, respectively, on FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company recorded a realized loss of $14,890 and $40,294, 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 September 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 September 30, 2024 and December 31, 2023, $12.9 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.

 

 

 

 12 

 

 

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 September 30, 2024 and December 31, 2023, the Company had twelve and ten bank deposit accounts with an aggregate uninsured balance of $3.0 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 $4.1 million and $12.0 million as of September 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 September 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 September 30, 2024, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 77.2% of the total revenue.

 

During the nine months ended September 30, 2024, the Company had three customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 60.2% of the total revenue. As of September 30, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 59.4% of the total accounts receivable as of September 30, 2024.

 

During the three months ended September 30, 2023, the Company had four customers whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 73.1% of the total revenue.

 

During the nine months ended September 30, 2023, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 79.3% of the total revenue. As of September 30, 2023, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 55.6% of the total accounts receivable as of September 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 September 30, 2024 (in thousands):

 

               
   Level 1   Level 2   Total Fair Value 
Investments in Marketable Securities:               
Corporate Bonds  $1,035   $   $1,035 
U.S. agency and government sponsored securities       1,913    1,913 
U.S. states and municipalities       1,131    1,131 
Total  $1,035   $3,044   $4,079 

 

 

 

 13 

 

 

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”) ASC 320, Investments – Debt and Equity Securities. An allowance for credit loss was not recorded for the marketable securities as of September 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 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 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 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 September 30, 2024 and September 30, 2023, SLU generated a net loss of $63,552 and $35,846, respectively. During the nine months ended September 30, 2024 and September 30, 2023, SLU generated a net loss of $132,750 and $83,179, respectively. There were no contributions or distributions during the three and nine months ended September 30, 2024 and September 30, 2023, and there were no changes in facts and circumstances that would result in a re-evaluation of the VIE assessment.

 

 

 

 14 

 

 

Note 4: Investment in Equity Interest

 

As of September 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 September 30, 2024, the fair value of the investment was determined to be $18.0 million recorded within noncurrent assets on the Company’s condensed consolidated balance sheets. YFE shows a considerably lower trading volume compared to industry standards, especially within the broader media and entertainment sector. Under ASC 820, for an asset or liability to qualify as Level 1, it must have quoted prices in an active market. However, the standard also addresses situations where trading volume is low. ASC 820-10-35-41 states that an active market is one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. When trading volume is low, determining whether the market is still active requires judgment. When considering the use of share price to value an investment in YFE the company had to weigh the arguments for and against the application of Level 1 inputs under ASC 820. An asset could remain in Level 1 if there are enough considerations to support that the market is accessible and reflects current pricing information, despite low volume. While the low trading volume raises concerns regarding the reliability of using share price as a Level 1 input under ASC 820, the company will closely monitor the trading volume and financial performance of the investee. This ongoing oversight will help ensure that any updates to the investment's fair value reflect true market conditions as they evolve over time, considering both the potential growth of the company and fluctuations in trading activity.

 

The fair value as of September 30, 2024 decreased by net $1.1 million, as compared to December 31, 2023. The decrease is the effect of foreign currency remeasurement from EURO to USD resulting in a gain of $0.2 million and share price fluctuations resulting in a loss of $1.3 million. The total change in fair value is recorded within Other Income (Expense), net on the Company’s condensed consolidated statements of operations. As of September 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 $4.3 million and a market value of $4.1 million as of September 30, 2024. The balances consisted of the following securities (in thousands):

 

               
   Adjusted Cost   Unrealized Loss   Fair Value 
Corporate Bonds  $1,080   $(45)  $1,035 
U.S. Agency and Government Sponsored Securities   2,000    (87)   1,913 
U.S. States and Municipalities   1,186    (55)   1,131 
Total  $4,266   $(187)  $4,079 

 

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 September 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 September 30, 2024 and December 31, 2023, an allowance for credit loss was not 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.

 

 

 

 15 

 

 

Realized losses of $0.1 million and $1.9 million were recognized in earnings during the three months ended September 30, 2024 and September 30, 2023, respectively. Realized losses of $0.5 million and $4.2 million were recognized in earnings during the nine months ended September 30, 2024 and September 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 September 30, 2024 were as follows (in thousands):

 

     
   Fair Value 
Due within 1 year  $ 
Due after 1 year through 5 years   4,079 
Total  $4,079 

 

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 
   September 30, 2024   December 31, 2023 
Furniture and Equipment  $117   $117 
Computer Equipment   226    219 
Leasehold Improvements   2,208    2,200 
Software   250    192 
Property and Equipment, gross   2,801    2,728 
           
Less Accumulated Depreciation   (985)   (724)
Foreign Currency Translation Adjustment   (161)   (127)
Property and Equipment, net  $1,655   $1,877 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded depreciation expense of $0.1 million and $0.1 million, respectively. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded depreciation expense of $0.3 million and $0.3 million, respectively.

 

The Company did not incur any impairment charges on its property and equipment during the three and nine months ended September 30, 2024.

 

Due to a lease termination effective August 1, 2023, $0.1 million of property and equipment was written down to zero and recorded in loss on lease termination within Other Income (Expense), net on the condensed consolidated statement of operations during the three and nine months ended September 30, 2023. In addition, during the first quarter of 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.

 

 

 

 16 

 

 

Note 7: Leased Right-of-Use Assets, net

 

Leased right-of-use assets consisted of the following (in thousands):

 

          
   As of 
   September 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   (6,637)   (5,237)
Foreign Currency Translation Adjustment   (769)   (617)
Leased Right-of-Use Assets, net  $7,391   $8,943 

 

As of September 30, 2024, the weighted-average lease term for the Company’s operating leases was 76 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 September 30, 2024 and September 30, 2023 were $0.9 million and $0.4 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations. Operating lease costs during the nine months ended September 30, 2024 and September 30, 2023 were $1.2 million and $1.2 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations.

 

During the three and nine months ended September 30, 2024, the Company recorded right-of-use (“ROU”) amortization of $0.2 million and $1.0 million, respectively. During the three and nine months ended September 30, 2023, the Company recorded ROU amortization of $0.5 million and $1.6 million, respectively. ROU amortization is recorded within General and Administrative Expenses and accretion of interest expense is recorded within Other Income (Expense), net on the Company’s condensed consolidated statements of operations.

 

On August 2, 2023, Beacon Media, signed a Termination of Lease Agreement (the “Lease Termination”), effective August 1, 2023 (the “Effective Date”), related to the office space in Lyndhurst, NJ. The Lease Termination requires Beacon Media to pay an aggregate of $0.1 million in consideration for terminating the lease. The Company wrote off the ROU asset, lease liability, prepaid deposit and fixed assets on the Effective Date. Including fees, the Company recorded a total loss on lease termination of $0.2 million within Other Income (Expense), net on the Company’s condensed consolidated statement of operations during the three months ended September 30, 2023.

 

Note 8: Film and Television Costs, net

 

The following table highlights the activity in Film and Television Costs as of September 30, 2024 and December 31, 2023 (in thousands):

 

     
Film and Television Costs, net as of December 31, 2023  $1,295 
Additions to Film and Television Costs   818 
Disposals   (73)
Film Amortization Expense   (176)
Foreign Currency Translation Adjustment   (6)
Film and Television Costs, net as of September 30, 2024  $1,858 

 

 

 

 17 

 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded film amortization expense of $61,672 and $0.1 million, respectively. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded amortization expense of $0.2 million and $0.5 million, respectively.

 

For the three and nine months ended September 30, 2023, the Company recorded film and television impairment write-downs of $6.2 million. The Company did not incur any film and television impairment write-downs during the three and nine months ended September 30, 2024.

 

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   As of 
   Period   September 30, 2024   December 31, 2023 
Customer Relationships   5.7   $17,390   $17,325 
Digital Networks   13.5    803    803 
Trade Names   66.7    10,100    9,970 
Intangible Assets, gross        28,293    28,098 
                
Less: Accumulated Amortization        (5,528)   (3,794)
Foreign Currency Translation Adjustment        (1,639)   (1,311)
Intangible Assets, net       $21,126   $22,993 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded intangible asset amortization expense of $0.5 million for each reporting period. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded intangible asset amortization expense of $1.5 million and $1.6 million, respectively.

 

The Company did not incur any impairment charges on its definite and indefinite-lived intangible assets during the three and nine months ended September 30, 2024.

 

During the nine months ended September 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, net of $0.6 million in accumulated depreciation, 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.

 

 

 

 18 

 

 

Expected future amortization of intangible assets subject to amortization as of September 30, 2024 is as follows (in thousands):

 

     
Fiscal Year:    
2024 (remainder of year)  $516 
2025   2,072 
2026   2,062 
2027   2,062 
2028   2,062 
Thereafter   6,792 
Total  $15,566 

 

As of September 30, 2024, $5.6 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.

 

Note 10: Deferred Revenue

 

As of September 30, 2024 and December 31, 2023, the Company had aggregate short term and long term deferred revenue of $8.4 million and $6.6 million, respectively. The increase in deferred revenue is primarily related to the stage of progress of various productions as of September 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 September 30, 2024 and December 31, 2023, the Company’s margin loan balance was $1.1 million and $0.8 million, respectively. During the nine months ended September 30, 2024, the Company borrowed an additional $9.1 million from its investment margin account and repaid $8.8 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 0.46% and 0.98%, respectively, on average margin loan balances of $1.0 million and $27.4 million as of September 30, 2024 and December 31, 2023, respectively.

 

For the three months ended September 30, 2024 and September 30, 2023, the Company incurred interest expense on the margin loan of $11,070 and $0.2 million, respectively. The Company incurred interest expense on the margin loan of $42,131 and $1.5 million during the nine months ended September 30, 2024 and September 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.

 

 

 

 19 

 

 

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 September 30, 2024 and December 31, 2023, the Company had an outstanding balance of $0.6 million (CAD 0.8 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 $0.7 million (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 September 30, 2024 and December 31, 2023, the Company had an outstanding balance of $8.7 million (CAD 11.8 million), including $1.3 million (CAD 1.7 million) of interest, and $15.3 million (CAD 20.3 million), including $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 4.49% to 7.18% with remaining lease terms of 1 - 2 months as of September 30, 2024.

 

As of September 30, 2024, the outstanding balance of $0.6 million (CAD 0.8 million) was included within current Finance Lease Liabilities on the Company’s condensed consolidated balance sheets.

 

 

 

 20 

 

 

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 $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 September 30, 2024, the Company has leases remaining under this facility with finance rates of 7.52% to 8.20% and remaining lease terms of 14 - 23 months.

 

As of September 30, 2024, the outstanding balance of $0.4 million (CAD 0.5 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 $1.2 million (CAD 1.6 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. As of September 30, 2024, the Company was not in compliance with a financial covenant to maintain a minimum liquidity threshold. Due to financial covenant violations in the second quarter of 2024, the Company’s remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) as of September 30, 2024, are subject to early repayment. During the three months ended September 30, 2024, the lender and the Company reached an agreement in principle for a repayment plan for the equipment leases under the equipment lease line. On August 30, 2024, the Company paid $0.1 million (CAD 0.1 million) to the lender as part of its early repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, the Company paid $0.3 million (CAD 0.4 million) to the lender as part of its repayment plan for the equipment lease line. The Company expects to enter into a written agreement with the lender prior to the end of the fourth quarter of 2024 to amend the revolving demand facility and equipment lease line.

 

Note 13: Stockholders’ Equity

 

Common Stock

 

As of September 30, 2024 and December 31, 2023, the total number of authorized shares of common stock was 190,000,000.

 

As of September 30, 2024 and December 31, 2023, there were 39,555,161 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.

 

 

 

 21 

 

 

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 were exchangeable into shares of the Company’s common stock in accordance with their terms. Holders of the ExchangeCo shares were 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. (“CallCo”) 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 granted 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 was 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, would not exercise voting rights with respect to the applicable shares. On August 16, 2024, CallCo acquired the balance of the remaining exchangeable shares of ExchangeCo in consideration for shares in the Company’s common stock. Accordingly, the shares of ExchangeCo are no longer held by the public and therefore, (i) the Voting Agreement automatically terminated, and (ii) there are no longer Voting Rights in respect of the shares of ExchangeCo or the Special Voting Share.

 

As of September 30, 2024 and December 31, 2023, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of September 30, 2024 and December 31, 2023, there was 1 share of Series B Preferred Stock outstanding. As of September 30, 2024 and December 31, 2023, there were 0 shares of Series C Preferred Stock outstanding.

 

Treasury Stock

 

During the nine months ended September 30, 2024 and September 30, 2023, 217 and 8,306 shares of common stock with a cost of $252 and $24,700, 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 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 September 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 nine months ended September 30, 2024 and September 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.

 

 

 

 22 

 

 

The fair value of the options granted during the nine months ended September 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 

 

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    4.72   $0.95 
Exercised          $ 
Forfeited/Cancelled   (259,468)      $21.08 
Expired   (5,800)      $19.90 
Outstanding at September 30, 2024   953,640    5.04   $12.75 
                
Unvested at September 30, 2024   102,499    4.35   $4.23 
Vested and exercisable at September 30, 2024   851,141    5.12   $13.77 

 

During the nine months ended September 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.

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recognized $23,804 and $0.2 million, respectively, in share-based compensation expense related to stock options. During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $0.1 million and $0.9 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 September 30, 2024 was $48,503 which will be recognized through the second quarter of 2025 assuming the underlying grants are not cancelled or forfeited. The outstanding shares as of September 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 nine months ended September 30, 2024 and September 30, 2023, the Company granted 286,324 and 76,508 fully vested RSUs to the Company’s board members, employees, and consultants, with a fair market value of $0.3 million and $0.2 million, respectively.

 

An aggregate of 307,417 shares of common stock were issued during the nine months ended September 30, 2024 as a result of RSUs vested during the current and prior periods.

 

 

 

 23 

 

 

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   286,324   $1.12 
Vested   (291,449)  $1.42 
Forfeited      $ 
Unvested at September 30, 2024   977,500   $13.40 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recognized $0.1 million and $0.3 million, respectively, in share-based compensation expense related to RSUs. During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $0.4 million and $1.2 million, respectively, in share-based compensation expense related to RSU awards included in General and Administrative Expenses on the Company’s condensed consolidated statements of operations. The unvested share-based compensation as of September 30, 2024 was $0.1 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 nine months ended September 30, 2024 was $0.4 million.

 

Note 16: Warrants

 

The following table summarizes the Company’s warrant activity:

 

               
   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    4.56   $1.00 
Exercised          $ 
Expired   (26,000)      $26.88 
Forfeitures          $ 
Outstanding at September 30, 2024   6,926,952    3.45   $6.98 
                
Exercisable at September 30, 2024   6,926,952    3.45   $6.98 
Exercisable at December 31, 2023   6,852,952    4.16   $7.14 

 

As of September 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 September 30, 2024, the warrants were revalued at approximately $291, 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 Income (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.

 

 

 

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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 September 30, 2024:

 

     
Market Price  $0.87 
Exercise Price  $2.10 
Dividend Yield    % 
Volatility   61% 
Risk-free Interest Rate   3.98% 
Expected Life of Warrants   0.45 years 

 

Note 17: Supplemental Financial Statement Information

 

Other Income (Expense), net

 

Components of Other Income (Expense), net, are summarized as follows (in thousands):

 

                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Interest Expense (a)  $(176)  $(672)  $(625)  $(2,777)
                     
Warrant Incentive Expense (b)               (12,664)
Gain on Revaluation of Warrants (c)   3    2,797    63    8,999 
Gain (Loss) on Revaluation of Equity Investment in YFE (d)   (461)   (2,325)   (1,342)   1,102 
Realized Loss on Marketable Securities Investments (e)   (148)   (1,897)   (505)   (4,154)
Gain (Loss) on Foreign Exchange (f)   999    (637)   19    (282)
Interest Income (g)   40    95    135    563 
Loss on Early Lease Termination (h)       (232)       (232)
Finance Lease Interest Expense (i)   (20)   (48)   (74)   (152)
Other (j)   189    11    723    37 
Other Income (Expense), net  $602   $(2,236)  $(981)  $(6,783)

 

Three Months and Nine Months Ended September 30, 2024

 

  (a) Interest Expense during the three and nine months ended September 30, 2024 primarily consisted of $0.2 million and $0.6 million, respectively, primarily due to interest incurred on production facilities and bank indebtedness.
  (b) There was no warrant incentive expense in 2024.

 

 

 

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  (c) The Gain on Revaluation of Warrants during the three and nine months ended September 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 nine months ended September 30, 2024, excluding the impact of foreign currency recorded separately, is a result of a decrease in YFE’s stock price as of September 30, 2024.
  (e) The Realized Loss on Marketable Securities Investments during the three and nine months ended September 30, 2024 reflects the loss that will not be recovered from the investments due to selling securities prior to maturity.
  (f) The Gain on Foreign Exchange during the three and nine months ended September 30, 2024 primarily related to the revaluation of the YFE investment, resulting in a gain of $0.8 million and $0.2 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 nine months ended September 30, 2024 primarily consisted of interest income, net of premium amortization expense, recorded for the investments in marketable securities.
  (h) There was no gain or loss on lease termination in 2024.
  (i) The Finance Lease Interest Expense during the three and nine months ended September 30, 2024 represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2024 is primarily related to late fees from select clients on a payment plan.

 

Three Months and Nine Months Ended September 30, 2023

 

  (a) Interest expense during the three and nine months ended September 30, 2023 primarily consisted of $0.2 million and $1.5 million of interest incurred on the margin loan, respectively, and $0.5 million and $1.3 million, respectively, of interest incurred on production facilities loans and bank indebtedness.
  (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.
  (c) The gain on warrant revaluation during the three months ended  September 30, 2023 is primarily related to the $2.7 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the end of the prior reporting period due to a decrease in market price. The gain on warrant revaluation during the nine months ended September 30, 2023 is primarily related to the $8.8 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the issuance date due to a decrease in market price.
  (d) As accounted for using the fair value option, the gain or loss on the YFE investment revaluation, excluding the impact of foreign currency recorded separately, is a result of the increases or decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period.
  (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 loss on foreign currency exchange during the three and nine months ended September 30, 2023 primarily related to the EURO weakening against the USD when compared to the prior reporting period.
  (g) Interest Income during the three and nine months ended September 30, 2023 primarily consisted of interest income of $0.1 million and $0.4 million, net of premium amortization expense, recorded for the investments in marketable securities, respectively.
  (h) The loss on early termination of lease is due to early termination of the Lyndhurst, NJ office lease, effective August 1, 2023. The loss includes fees of $0.1 million and the write-down of assets and liabilities resulting in net, $0.1 million of loss.
  (i) The finance lease interest expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2023 is primarily related to late fees from select clients on a payment plan.

 

 

 

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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 nine months ended September 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 nine months ended September 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.

 

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 September 30, 2024 (in thousands):

                                   
   2024   2025   2026   2027   2028   Thereafter   Total 
Operating Leases  $525   $1,640   $1,645   $1,415   $1,071   $3,386   $9,682 
Finance Leases   756    278    54                1,088 
Employment Contracts   1,014    1,646    222                2,882 
Consulting Contracts   1,019    2,840    769                4,628 
Debt   1,662    8,739                    10,401 
Contractual obligation  $4,976   $15,143   $2,690   $1,415   $1,071   $3,386   $28,681 

 

The present value discount of the minimum operating lease payments above was $2.7 million which when deducted from the cash commitments for the leases included in the table above, equates to the operating lease liabilities of $7.0 million recorded as of September 30, 2024 on the Company’s condensed consolidated balance sheet.

 

 

 

 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.

 

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 nine months ended September 30, 2024, Mr. Heyward did not earn any executive producer fees. During the nine months ended September 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 nine months ended September 30, 2024 and September 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 first quarter of 2023. During the nine months ended September 30, 2023, Mr. Heyward earned and was paid $0.2 million in creative producer fees. During the nine months ended September 30, 2024, Mr. Heyward earned and was paid $0.1 million 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 AHAA utilizing the licensed content. During the nine months ended September 30, 2024 and September 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 $1.5 million (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 September 30, 2024 and December 31, 2023, $1.5 million and $1.4 million, respectively, 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 sublease payments were $595 for the three and nine months ended September 30, 2024 and September 30, 2023 and recorded within Other Income (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 is subject to an initial fee of $6,545 and a monthly fee of $595 that commenced on September 1, 2024. The interior design service fees are recorded within General and Administrative expenses in the Company's condensed consolidated statements of operations.

 

 

 

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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 September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
Content Production & Distribution  $7,283   $9,075   $19,993   $32,456 
Media Advisory & Advertising Services   1,425    997    3,177    2,820 
Total Revenues  $8,708   $10,072   $23,170   $35,276 
                     
Net Loss:                    
Content Production & Distribution  $(2,395)  $(14,947)  $(14,830)  $(50,113)
Media Advisory & Advertising Services   338    (529)   (145)   (1,616)
Total Net Loss Attributable to Kartoon Studio, Inc.  $(2,057)  $(15,476)  $(14,975)  $(51,729)

 

Geographic Information

 

The following table provides information about disaggregated revenue by geographic area (in thousands):

 

                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
United States  $5,005   $5,536   $12,490   $21,537 
Canada   1,615    2,093    3,563    7,496 
United Kingdom   1,909    2,381    6,708    5,972 
Other   179    62    409    271 
Total Revenues  $8,708   $10,072   $23,170   $35,276 

 

Note 22: Subsequent Events

 

Subsequent to September 30, 2024, the Company sold marketable securities and received proceeds of $1.6 million and incurred a realized loss of $0.1 million.

 

As of November 14, 2024, there were no additional subsequent events to report.

 

 

 

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our results of operations, financial condition and liquidity and capital resources should be read in conjunction with our financial statements and related notes for the three and nine months ended September 30, 2024 and September 30, 2023. Certain statements made or incorporated by reference in this report and our other filings with the Securities and Exchange Commission (the “SEC”), in our press releases and in statements made by or with the approval of authorized personnel constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are subject to the safe harbor created thereby. Forward-looking statements reflect intent, belief, current expectations, estimates or projections about, among other things, our industry, management’s beliefs, and future events and financial trends affecting us. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will” and variations of these words or similar expressions are intended to identify forward looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. Although we believe the expectations reflected in any forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. These differences can arise as a result of the risks described in the section entitled “Risk Factors” below in this Quarterly Report on Form 10-Q (the “Form 10-Q”) and in the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 9, 2024 (the “2023 Annual Report”), and elsewhere in this report, as well as other factors that may affect our business, results of operations, or financial condition. Forward-looking statements in this report speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of the date of those documents. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot assure you that the forward-looking statements contained in this report will, in fact, transpire. References to “we”, “us”,”our”, and the “Company” refer to Kartoon Studios, Inc.

 

Overview

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers of our condensed consolidated financial statements with the perspectives of management. This should allow the readers of this report to obtain a comprehensive understanding of our businesses, strategies, current trends, and future prospects. It should be noted that the MD&A contains forward-looking statements that involve risks and uncertainties.

 

Our Business

 

Our Content Distribution business is focused on achieving scale across our networks, including Kartoon Channel!, Frederator, Ameba, and Kartoon Channel! Worldwide. Revenue growth will be driven by the continued focus on licensed content and exploitation of our current content such as Stan Lee, Shaq's Garage, Rainbow Rangers and many more. Continued profit growth will be realized the more we can scale the business across our platforms. In addition, we are looking at artificial intelligence (“AI”) tools to reduce the cost of operating distribution expenses such as dubbing expenses, video resolution upscaling and converting between 2D and 3D.

 

Our Production Services business is focused on creating high-quality original and for hire content in the most efficient way possible. To achieve this, our Mainframe Studios division, the main driver of this business, is exploring more ways to improve operations by adopting a more flexible and efficient approach. This includes collaborating with outsource partners and utilizing AI technology to streamline processes and drive efficiencies within the organization.

 

 

 

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Our Licensing & Royalties business has the most upside and potential for the Company. We are looking to take advantage of our incredible set of Stan Lee assets to drive consumer products - both digitally and physically. We will be focused on utilizing all of our IP assets further in 2024 and beyond.

 

Our Media Advisory & Advertising Services business is focused on driving deal flow opportunities and winning annuity business through retainers and projects. The team continues to focus on the toy business, but also expansion into tangential industries such as family and travel. The team has expanded their reach recently by leveraging their relationships with influencers to promote products and provide bespoke marketing initiatives for the clients.

 

Results of Operations

 

Our summary results for the three months ended September 30, 2024 and 2023 are below:

 

Revenue

 

   Three Months Ended September 30,         
   2024   2023   Change   % Change 
   (in thousands, except percentages) 
Production Services  $4,898   $6,360   $(1,462)   (23)% 
Content Distribution   2,348    2,562    (214)   (8)% 
Licensing & Royalties   37    153    (116)   (76)%
Media Advisory & Advertising Services   1,425    997    428    43% 
Total Revenue  $8,708   $10,072   $(1,364)   (14)%

 

Production Services revenue was generated specifically by Wow providing animation production services. Revenue for production services is recognized over time on a percentage of completion basis, therefore, as the projects are still in progress, we recognize revenue based upon the proportion of costs incurred cumulatively to total expected costs. Consequently, less revenue is recognized during the periods in which the projects are near completion or completed. Revenue for Wow production services for the three months ended September 30, 2024 was 23% lower than the Wow production services revenue recognized during three months ended September 30, 2023 primarily due to a lower volume of active service production projects in the current period versus the prior year period.

 

Revenue related to Content Distribution on advertisement supported video on demand (“AVOD”) and subscription video on demand (“SVOD”), including advertising sales for the three months ended September 30, 2024, decreased by 8% as compared to the three months ended September 30, 2023. This was primarily due to a decrease in Frederator’s creator network revenue of $0.2 million from YouTube due to reduced advertising spending and a decline in revenue per mille (“RPM”) advertising rates.

 

Revenue related to Licensing & Royalties for the three months ended September 30, 2024 decreased by 76% as compared to the three months ended September 30, 2023 primarily due to higher royalties earned in the prior year for owned IP and music royalties.

 

Revenue generated by Media Advisory & Advertising services for the three months ended September 30, 2024 increased by 43% as compared to the three months ended September 30, 2023 primarily due to higher net renewal activity and media purchases from clients.

 

 

 

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Expenses

 

   Three Months Ended September 30,         
   2024   2023   Change   % Change 
   (in thousands, except percentages) 
Marketing and Sales  $290   $522   $(232)   (44)% 
Direct Operating Costs   5,766    13,475    (7,709)   (57)% 
General and Administrative   5,199    8,679    (3,480)   (40)% 
Total Expenses  $11,255   $22,676   $(11,421)   (50)% 

 

The decrease in Marketing and Sales expenses for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was primarily due to a decrease of $0.3 million in marketing expenses associated with company brand development.

 

Direct Operating Costs during the three months ended September 30, 2024 consisted primarily of salaries and related expenses for the animation production services employees of Wow and Frederator. Channel expenses, licensing and production of content costs, such as participation expenses related to profit sharing obligations with various animation studios, post-production studios, writers, directors, musicians or other creative talent that had rendered services and amortization, including any write-downs of film and television costs, make up the remainder of Direct Operating Costs. The decrease was primarily due to $6.3 million of film cost impairments and write-down of development projects for the three months ended September 30, 2023, a $1.1 million reduction in salary costs, net of tax credits, from a decline in headcount as a result of lower volumes of service production projects for the three months ended September 30, 2024, compared to the same period of the prior year, and a reduction of $0.2 million in participation estimates related to Wow owned IP.

 

The decrease in General and Administrative expenses for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was primarily due to a decrease in expenses of $1.9 million related to cost saving initiatives, a decrease of $0.6 million in litigation expenses mainly due to a litigation insurance provision recognized in the three months ended September 30, 2024, a decrease of $0.4 million in annual shareholder meeting expenses of holding the annual shareholder meeting during the quarter ended September 30, 2024 as opposed to earlier in the prior year, and lower depreciation expense of $0.3 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

 

During the three months ended September 30, 2023, we reassessed our nonfinancial assets, including our definite-lived intangible assets, our indefinite-lived intangible assets and our remaining goodwill for impairment. As a result, we concluded that impairment charges to those assets were required. We concluded that there were no indications or triggering events that would further impair the assets during the three months ended September 30, 2024.

 

Our summary results for the nine months ended September 30, 2024 and 2023 are below:

 

Revenue

 

   Nine Months Ended September 30,         
   2024   2023   Change   % Change 
   (in thousands, except percentages) 
Production Services  $12,756   $23,279   $(10,523)   (45)% 
Content Distribution   7,002    8,815    (1,813)   (21)% 
Licensing & Royalties   235    362    (127)   (35)% 
Media Advisory & Advertising Services   3,177    2,820    357    13% 
Total Revenue  $23,170   $35,276   $(12,106)   (34)% 

 

 

 

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Production Services revenue was generated specifically by Wow providing animation production services. Revenue for production services is recognized over time on a percentage of completion basis, therefore, as the projects are still in progress, we recognize revenue based upon the proportion of costs incurred cumulatively to total expected costs. Consequently, less revenue is recognized during the periods in which the projects are near completion or completed. Revenue for Wow production services for the nine months ended September 30, 2024 was 45% lower than the Wow production services revenue recognized during nine months ended September 30, 2023 primarily due to a lower volume of active service production projects in the current period versus the prior year period.

 

Revenue related to Content Distribution on AVOD and SVOD, including advertising sales for the nine months ended September 30, 2024, decreased by 21% as compared to the nine months ended September 30, 2023. This was primarily due to a decrease in Frederator’s creator network revenue of $1.7 million from YouTube due to reduced advertising spending and a decline in RPM advertising rates.

 

Revenue related to Licensing & Royalties for the nine months ended September 30, 2024 decreased by 35% as compared to the nine months ended September 30, 2023 primarily due to higher royalties earned in the prior year for music royalties.

 

Revenue generated by Media Advisory & Advertising services for the nine months ended September 30, 2024 increased by 13% as compared to the nine months ended September 30, 2023 primarily due to higher net renewal activity, client fees, and media purchases from clients.

 

Expenses

 

   Nine Months Ended September 30,         
   2024   2023   Change   % Change 
   (in thousands, except percentages) 
Marketing and Sales  $1,026   $2,457   $(1,431)   (58)%
Direct Operating Costs   15,936    34,301    (18,365)   (54)% 
General and Administrative   19,710    26,274    (6,564)   (25)% 
Impairment of Property and Equipment       120    (120)   —% 
Impairment of Intangible Assets       4,023    (4,023)   —% 
Impairment of Goodwill       11,287    (11,287)   —% 
Total Expenses  $36,672   $78,462   $(41,790)   (53)% 

 

The decrease in Marketing and Sales expenses for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 was primarily due to expenses incurred for stock issued for services of $1.3 million related to our Shaq’s Garage series that was not incurred during the current nine months ended September 30, 2024, and a decrease of $0.3 million in marketing expenses associated with company brand development

 

Direct Operating Costs during the nine months ended September 30, 2024 consisted primarily of salaries and related expenses for the animation production services employees of Wow and Frederator. Channel expenses, licensing and production of content costs, such as participation expenses related to profit sharing obligations with various animation studios, post-production studios, writers, directors, musicians or other creative talent that had rendered services and amortization, including any write-downs of film and television costs, make up the remainder of Direct Operating Costs. The decrease of 54% as compared to the nine months ended September 30, 2023 was primarily due to a $11.5 million reduction in salary costs, net of tax credits, as a result in a reduction in headcount due to a lower volume of service production projects for the nine months ended September 30, 2024, compared to the same period of the prior year, and $6.5 million of film cost impairments and write-down of development projects for the nine months ended September 30, 2024.

 

 

 

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The decrease in General and Administrative expenses for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 was primarily due to a decrease of $2.0 million as a result of decreased use in equipment rentals and software licenses, a decrease of $1.5 million in share-based compensation expense, a decrease of $1.5 million in payroll related expenses, a decrease of $0.9 million in depreciation related to equipment leases that had ended prior to the current period, and a decrease of $0.6 million in general administrative expenses related to additional cost saving initiatives.

 

During the nine months ended September 30, 2023, we reassessed our nonfinancial assets, including our definite-lived intangible assets, our indefinite-lived intangible assets and our remaining goodwill for impairment. As a result, we concluded that impairment charges to those assets were required. We concluded that there were no indications or triggering events that would further impair the assets during the nine months ended September 30, 2024.

 

Other Expense, net

 

Components of Other Expense, net are summarized as follows (in thousands):

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Interest Expense (a)  $(176)  $(672)  $(625)  $(2,777)
                     
Warrant Incentive Expense (b)               (12,664)
Gain on Revaluation of Warrants (c)   3    2,797    63    8,999 
Gain (Loss) on Revaluation of Equity Investment in YFE (d)   (461)   (2,325)   (1,342)   1,102 
Realized Loss on Marketable Securities Investments (e)   (148)   (1,897)   (505)   (4,154)
Gain (Loss) on Foreign Exchange (f)   999    (637)   19    (282)
Interest Income (g)   40    95    135    563 
Loss on Early Lease Termination (h)       (232)       (232)
Finance Lease Interest Expense (i)   (20)   (48)   (74)   (152)
Other (j)   189    11    723    37 
Other Income (Expense), net  $602   $(2,236)  $(981)  $(6,783)

 

Three Months and Nine Months Ended September 30, 2024

 

  (a) Interest Expense during the three and nine months ended September 30, 2024 primarily consisted of $0.2 million and $0.6 million, respectively, primarily due to interest incurred on production facilities and bank indebtedness.
  (b) There was no warrant incentive expense in 2024.
  (c) The Gain on Revaluation of Warrants during the three and nine months ended September 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 nine months ended September 30, 2024, excluding the impact of foreign currency recorded separately, is a result of a decrease in YFE’s stock price as of September 30, 2024.
  (e) The Realized Loss on Marketable Securities Investments during the three and nine months ended September 30, 2024 reflects the loss that will not be recovered from the investments due to selling securities prior to maturity.

 

 

 

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  (f) The Gain on Foreign Exchange during the three and nine months ended September 30, 2024 primarily related to the revaluation of the YFE investment, resulting in a gain of $0.8 million and $0.2 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 nine months ended September 30, 2024 primarily consisted of interest income, net of premium amortization expense, recorded for the investments in marketable securities.
  (h) There was no gain or loss on lease termination in 2024.
  (i) The Finance Lease Interest Expense during the three and nine months ended September 30, 2024 represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2024 is primarily related to late fees from select clients on a payment plan.

 

Three Months and Nine Months Ended September 30, 2023

 

  (a) Interest expense during the three and nine months ended September 30, 2023 primarily consisted of $0.2 million and $1.5 million of interest incurred on the margin loan, respectively, and $0.5 million and $1.3 million, respectively, of interest incurred on production facilities loans and bank indebtedness.
  (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.
  (c) The gain on warrant revaluation during the three months ended  September 30, 2023 is primarily related to the $2.7 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the end of the prior reporting period due to a decrease in market price. The gain on warrant revaluation during the nine months ended September 30, 2023 is primarily related to the $8.8 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the issuance date due to a decrease in market price.
  (d) As accounted for using the fair value option, the gain or loss on the YFE investment revaluation, excluding the impact of foreign currency recorded separately, is a result of the increases or decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period.
  (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 loss on foreign currency exchange during the three and nine months ended September 30, 2023 primarily related to the EURO weakening against the USD when compared to the prior reporting period.
  (g) Interest Income during the three and nine months ended September 30, 2023 primarily consisted of interest income of $0.1 million and $0.4 million, net of premium amortization expense, recorded for the investments in marketable securities, respectively.
  (h) The loss on early termination of lease is due to early termination of the Lyndhurst, NJ office lease, effective August 1, 2023. The loss includes fees of $0.1 million and the write-down of assets and liabilities resulting in net, $0.1 million of loss.
  (i) The finance lease interest expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2023 is primarily related to late fees from select clients on a payment plan.

 

Liquidity, Going Concern, and Capital Resources

 

As of September 30, 2024, we had cash of $4.6 million, which increased by $0.5 million as compared to December 31, 2023. The increase was primarily due to cash provided by investing activities of $7.9 million, offset by cash used in financing activities of $6.4 million and cash used for operating activities of $1.1 million. The cash used in financing activities was primarily due to repayments of the production facilities, finance lease obligations, and bank indebtedness, net of proceeds from each, resulting in net cash used of $10.0 million, offset by net proceeds from the Offering of $3.3 million and margin loan of $0.3 million. The cash provided by investing activities was primarily due to sales of marketable securities of $8.0 million.

 

 

 

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As of September 30, 2024, we held available-for-sale marketable securities with a fair value of $4.1 million, a decrease of $7.9 million as compared to December 31, 2023 due to sales and maturities during the nine months ended September 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 September 30, 2024 and December 31, 2023, our margin loan balance was $1.1 million and $0.8 million, respectively. During the nine months ended September 30, 2024, we borrowed an additional $9.1 million from our investment margin account and repaid $8.8 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 0.71% and 0.98%, respectively, on average margin loan balances of $7.5 million and $27.4 million as of September 30, 2024 and December 31, 2023, respectively.

 

For three months ended September 30, 2024 and September 30, 2023, we incurred interest expense on the loan of $11,070 and $0.2 million, respectively. We incurred interest expense on the margin loan of $42,131 and $1.5 million during the nine months ended September 30, 2024 and September 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 our condensed consolidated balance sheets.

 

We are 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 $1.2 million (CAD 1.6 million).

 

During March 2024, we 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 $0.7 million (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, we have 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 $0.4 million (CAD 0.5 million). As of the date of amendment and December 31, 2023, 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 September 30, 2024, we are not in compliance with a financial covenant to maintain a minimum liquidity threshold. Due to financial covenant violations in the second quarter of 2024, our remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) are subject to early repayment. During the three months ended September 30, 2024, the lender agreed to a repayment plan for the equipment leases under the equipment lease line to be completed prior to the end of the fourth quarter of 2024. On August 30, 2024, we paid $0.1 million (CAD 0.1 million) to the lender as part of our repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, we paid $0.3 million (CAD 0.4 million) to the lender as part of our repayment plan for the equipment lease line. The amendment and covenant violation did not have any impact on our production facilities that are separate from the revolving demand facility and are used for financing specific productions.

 

 

 

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Working Capital

 

As of September 30, 2024, we had total current assets of $37.2 million, including cash of $4.6 million and marketable securities of $4.1 million, and our total current liabilities were $33.7 million. We had working capital of $3.5 million as of September 30, 2024 as compared to working capital of $11.5 million as of December 31, 2023. The decrease of $8.0 million was primarily due to sales of marketable securities of $8.0 million, a decrease in accounts receivable and tax credits receivable of $14.0 million, partially offset by a decrease in accounts payable of $4.8 million and a decrease in production facilities and bank indebtedness of $8.9 million. During the nine months ended September 30, 2024, we met our immediate cash requirements through existing cash balances and through the sale of marketable securities. Additionally, we used equity and equity-linked instruments to pay for services and compensation. Based on our current expected level of operating expenditures and the cash and cash equivalents on hand at September 30, 2024, management concludes that there is substantial doubt about our ability to continue as a going concern for a period of at least 12 months 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. The Company has filed a registration statement on Form S-3 on December 22, 2023, as amended, registering the sale of up to $75 million of the Company’s securities pursuant to a shelf registration statement, and a registration statement on Form S-1 on September 27, 2024, as amended, in connection with a best efforts public offering of up to $8 million of the Company’s securities. However, the Company does not have any committed sources of financing at this time, and it is uncertain whether any additional funding will be available when it needs it on terms that will be acceptable to it, or at all. The Company’s ability to sell securities registered on its registration statement on From S-3 is limited until such time that the market value of its voting securities held by non-affiliates is $75 million or more. In addition, the number of shares of common stock and securities convertible or exercisable for common stock that the Company can sell, under certain circumstances, will be limited by NYSE American rules and regulations. There can be no assurance that the Company will be able to raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of its existing shareholders will be diluted. The issuance of debt can result in restrictive covenants that limit operations. If funding is not available or not available at terms acceptable to the Company, the Company will seek to reduce overhead costs and reduce its weekly cash obligations in the short term as needed. In addition, the Company can look to divest or bring in equity partners for our various divisions and bring in near term capital.

 

Comparison of Cash Flows for the Nine Months Ended September 30, 2024 and September 30, 2023

 

Our total cash as of September 30, 2024 and September 30, 2023 was $4.6 million and $3.9 million, respectively.

 

   Nine Months Ended September 30,     
   2024   2023   Change 
   (in thousands) 
Net Cash Used in Operating Activities  $(1,127)  $(20,168)  $19,041 
Net Cash Provided by Investing Activities   7,902    69,418    (61,516)
Net Cash Used in Financing Activities   (6,444)   (52,829)   46,385 
Effect of Exchange Rate Changes on Cash   155    34    121 
Net Increase (Decrease) in Cash  $486   $(3,545)  $4,031 

 

 

 

 

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Net Non-cash Expenses

 

Items necessary to reconcile from net loss to cash used in operating activities included net non-cash expenses of $5.9 million for the nine months ended September 30, 2024 as compared to net non-cash expenses of $37.6 million for the nine months ended September 30, 2023. The net decrease of $31.7 million in non-cash expenses was primarily due to the absence of the recognition of $21.6 million in impairment expenses of film and television costs, long-lived assets, intangible assets and goodwill, a decrease in warrant incentive expense of $12.7 million, a decrease of realized losses from marketable securities of $3.6 million, and a decrease in share-based compensation of $1.5 million. The decreases were partially offset by the nine months ended September 30, 2023 reconciling non-cash items of $8.9 million related to gains from revaluations of warrants.

 

Change in Operating Activities

 

The net change in operating asset and liability activities provided by operating activities of $8.1 million as of September 30, 2024 compared to the net change in operating asset and liability activities used by operating activities of $6.0 million as of September 30, 2023 was primarily due to an increase in net receipts of tax credits during the current year of $7.4 million as credits were received for production completed in the prior year, a decrease in deferred revenue of $8.0 million, an increase in accounts receivable, net of $2.6 million and a $2.9 million increase in accounts payable due to timing.

 

Change in Investing Activities

 

The decrease in cash provided by investing activities of $61.5 million was primarily due to a decrease in proceeds from the sales and maturities of marketable securities of $60.1 million during the nine months ended September 30, 2024 as a result of selling less marketable securities during the current period.

 

Change in Financing Activities

 

The decrease in cash used in financing activities of $46.4 million was primarily due to a decrease in repayments of our margin loan of $67.4 million, partially offset by less proceeds drawn from the margin loan and production facilities of $13.2 million, higher repayments during the current period, compared to proceeds from bank indebtedness during the prior year period, resulting in a net increase of cash used in financing of $2.8 million, and higher repayments of production facilities in the current year of $3.7 million.

 

Material Cash Requirements

 

We have entered into arrangements that contractually obligate us to make payments that will affect our liquidity and cash flows in future periods. Our material cash requirements from known contractual and other obligations primarily relate to our debt and lease obligations and our employment and consulting contracts. The aggregate amount of future minimum purchase obligations under these agreements over the period of next five years is approximately $25.3 million as of September 30, 2024, of which $5.0 million could be owed within one year. Included in the amount that could be due within one year is the margin loan current balance of $1.1 million and revolving demand facility current balance of $0.6 million.

 

We plan to utilize our liquidity (as described above) to fund our material cash requirements.

 

As of September 30, 2024, we had $1.1 million in commitments for capital expenditures, related to equipment leases.

 

 

 

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Critical Accounting Estimates

 

The preparation of the financial statements and related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of our 2023 Annual Report, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 2023 Annual Report describe the significant accounting policies and methods used in the preparation of our condensed consolidated financial statements.

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting which were disclosed in our 2023 Annual Report. Our management, including our Chief Executive Officer and Chief Financial Officer, has also concluded that as of December 31, 2023, March 31, 2024, and June 30, 2024, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting which were disclosed in our 2023 Annual Report.

 

Material Weakness in Internal Control over Financial Reporting

 

As disclosed in Item 9A, “Controls and Procedures” of our 2023 Annual Report, our management identified the following material weaknesses in our internal control over financial reporting:

 

Inadequate design of user access provisioning/deprovisioning controls and inadequate segregation of duties on certain controls or processes;

 

Lack of specialized experts related to income tax areas; and

 

Inappropriate application of accounting standards related to warrant modifications

 

 

 

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Notwithstanding the identified material weaknesses, our management believes the unaudited condensed financial statements included in this Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

 

Management’s Plan to Remediate the Material Weakness

 

We continue to be committed to maintaining a strong internal control environment. In response to the identified material weaknesses, management has taken comprehensive actions to strengthen its internal controls and has been and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated.

 

Our plans for remediation include, but are not limited to, the efforts summarized below, which have been or are in the process of being implemented:

 

Enhanced procedures for formal documented review and approval of journal entries;

 

Reorganized the accounting team members to ensure proper segregation of duties;

 

Implemented core financial reporting and financial close software systems;

 

Performed risk assessment procedures and improved the documentation of internal processes and controls;

 

Improved documentation over complex financial transactions;

 

Implemented additional procedures over assessment of cybersecurity and information technology general controls;

 

Increase the extent of oversight and verification checks included in operation of user access controls and processes; and

 

Continue to enhance review over financial reporting, financial operations, internal controls including segregation of duties; as well as improve tax analysis and fair value estimates.

 

We will not be able to conclude whether these efforts will fully remediate the material weakness until the updated process has operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.

 

Changes in Internal Control over Financial Reporting

 

Other than the remediation efforts described above, there was no change in our internal controls over financial reporting that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations over Internal Controls

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

 

 

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PART II. OTHER INFORMATION

 

Item 1.Legal Proceedings

 

As of September 30, 2024, there were no material pending legal proceedings to which the Company is a party or as to which any of its property is subject other than as described below.

 

Securities Litigation. As previously disclosed, the U.S. Court of Appeals for the Ninth Circuit issued an opinion earlier this year affirming in part and reversing in part the District Court’s prior dismissal of the securities litigation. The case was remanded to the District Court for further proceedings. In early June 2024, the District Court directed Defendants to file a renewed motion to dismiss focused on the matters that remain in the case. Consistent with that order, Defendants filed their renewed motion on July 29, 2024, and it is fully briefed. The District Court took the motion under submission on the briefs, and the parties are now awaiting the District Court’s decision.

 

As previously disclosed, the Company, its Chief Executive Officer Andy Heyward, and its former Chief Financial Officer Robert Denton were named as defendants in a putative class action lawsuit filed in the U.S. District Court for the Central District of California and styled In re Genius Brands International, Inc. Securities Litigation, Master File No. 2:20-cv-07457 DSF (RAOx). Lead plaintiffs alleged generally that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by issuing allegedly false or misleading statements about the Company, initially over an alleged class period running from March into early July 2020. Plaintiffs sought unspecified damages on behalf of the alleged class of persons who invested in the Company’s common stock during the alleged class period. Defendants moved to dismiss lead plaintiffs’ amended complaint; and in a decision issued on August 30, 2021, the Court dismissed the amended complaint but granted lead plaintiffs a further opportunity to plead a claim.

 

In September 2021, lead plaintiffs filed a second amended complaint, naming the same defendants. The new complaint alleged again that the Company made numerous – depending on how one counted, more than two dozen -- false or misleading statements about the Company’s business and business prospects, this time over an expanded alleged class period that extended into March 2021; they again alleged that these misstatements violated Section 10(b) and 20(a) of the Exchange Act. Lead plaintiffs again sought unspecified damages on behalf of an alleged class of persons who invested in the Company’s common stock during the expanded alleged class period. In November 2021, the defendants filed a motion to dismiss the second amended complaint. On July 15, 2022, the Court issued a decision dismissing the second amended complaint in its entirety and with prejudice. On August 12, 2022, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. After a full briefing of the appeal, a panel of the Court of Appeals held oral argument on the appeal on November 6, 2023, and took the matter under submission.

 

On April 5, 2024, the Appellate Court issued its opinion, affirming in part and reversing in part the decision of the District Court. The Appellate Court affirmed the dismissal of certain claims pertaining to Company statements where it found that Plaintiffs failed to adequately plead a 10(b) cause of action but reversed the lower court’s dismissal of claims related to four of the Company’s alleged misstatements, finding that, in three of those instances, the Plaintiffs adequately pleaded loss causation, and in one instance adequately alleged a misleading statement. The Court of Appeals did not address other elements of any claims based on these four complained-of statements, noting that the District Court should address those issues on remand. The matter was remanded to the District Court in May 2024. By order entered June 4, 2024, the Court directed the defendants to file a renewed motion to dismiss on a schedule to be proposed by the parties. As noted, Defendants filed that motion on July 29, 2024. Under an agreed, and court-ordered, briefing schedule, briefing of the motion extended into October 2024, and the District Court took the motion under submission without a hearing. The parties are awaiting the District Court’s decision. The Company cannot predict the timing or outcome of the renewed motion to dismiss Plaintiffs’ remaining claims based on the four remaining alleged misstatements, or the outcome of the case more generally.

 

 

 

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Shareholder Derivative Actions. Since the Company’s last quarterly report, there have been no developments in the shareholder derivative actions involving the Company. Related to the securities class action, the Company’s directors (other than Dr. Cynthia Turner-Graham, Michael Hirsh, and Stefan Piech), together with Messrs. Heyward and Denton and former director Michael Klein, have been named as defendants in several putative stockholder derivative lawsuits. As previously disclosed, these include a consolidated proceeding pending in the U.S. District Court for the Central District of California and styled In re Genius Brands Stockholder Derivative Litigation, Case No. 2:20-cv-08277 DSF (RAOx); an action filed in the Los Angeles County Superior Court captioned Ly, etc. v. Heyward, et al., Case No. 20STCV44611; and an additional case pending in the U.S. District Court for the District of Nevada, styled Miceli, etc. v. Heyward, et al., Case No. 3:21-cv-00132-MMD-WGC. While the allegations and legal claims vary somewhat among the derivative actions, they all generally allege that the defendants breached fiduciary duties owed to the Company. The plaintiffs, all alleged stockholders of the Company, purport to sue on behalf and for the benefit of the Company. Accordingly, the derivative plaintiffs seek no recovery from the Company. Instead, as a stockholder derivative action, the Company is named as a nominal defendant. Pursuant to agreements among the parties, the courts in all of the derivative lawsuits have stayed proceedings pending the outcome of the securities litigation. As the Company cannot predict the outcome of the securities litigation, it is likewise unable to predict the outcome of the shareholder derivative lawsuits.

 

Section 16(b) Litigation. As previously disclosed, the Company is also a nominal defendant in an action filed on January 11, 2022, in the U.S. District Court for the Southern District of New York and styled Todd Augenbaum v. Anson Investments Master Fund LP, et al., Case No. 1:22-cv-00249 AS. The action, which again purports to be brought on behalf and for the benefit of the Company, seeks the recovery under Section 16(b) of the Exchange Act of supposed short-swing profits allegedly realized by roughly a dozen persons and entities that participated as investors in certain of the Company’s private placements of securities in 2020. Plaintiff Augenbaum, who purports to be a Company stockholder, filed his lawsuit after issuing a demand to the Company’s Board of Directors asking that the Company sue the investor defendants. The Company rejected the demand in late December 2021, and Mr. Augenbaum sued a few weeks later, as Section 16(b) permits him to do. No Company officer or director is among the defendants. The defendant investors filed motions to dismiss the action. After full briefing, the court, by order entered March 30, 2023, granted the motion to dismiss with leave to amend. Plaintiff subsequently filed his First Amended Complaint on May 1, 2023. Defendants moved to dismiss again. After a full briefing and oral argument, the Court (with a new judge now sitting) denied the motion to dismiss by order entered on January 24, 2024. The parties then engaged in extensive fact discovery, which closed in October 2024. The parties are now proceeding with expert discovery, and dispositive motions are expected to be filed before year-end. The Court has not set a trial date. As noted, Plaintiff seeks no relief from the Company; indeed, he seeks monetary relief for the Company. In any event, the Company cannot predict the outcome of the case.

 

In connection with the Augenbaum lawsuit, two of the investor groups named as defendants (the “demanding defendants”) have made a demand on the Company for indemnification pursuant to terms of an indemnity provision of the securities purchase agreements under which they invested in the Company. The Company believes the indemnity provision to be inapplicable and has rejected the demands. The Company and the demanding defendants have entered into standstill agreements and the parties have agreed to defer resolution of the indemnification matter pending resolution of the underlying litigation. In addition, the Company’s placement agent for the offerings at issue, Special Equities Group (“SEG”), was subpoenaed by Mr. Augenbaum. Pursuant to its placement-agent agreement with the Company, which covers a relationship broader than the offerings at issue, SEG demanded indemnification from the Company for its legal fees to comply with that subpoena. While reserving its rights, the Company believes that SEG has an indemnity claim under the governing placement agent agreement that likely has more merit than the demanding defendants’ demands. The Company cannot predict whether other parties may issue indemnification demands, or the outcome of any future proceedings that might arise concerning the such demands.

 

Demand Letter. The Company received a demand letter from Dawson James Securities (“Dawson”) on or about April 22, 2024, alleging it was owed commissions and fees arising from the Company’s offering of securities announced on April 18, 2024. The Company disputes Dawson’s asserted entitlement to commissions and fees.

 

 

 

 42 

 

 

In all of the above-mentioned active proceedings, the Company has denied and continues to deny any wrongdoing and intends to defend the claims vigorously. The Company maintains a program of directors’ and officers’ liability insurance that, subject to the insurers’ reservations of rights, has offset a portion of the costs of defending the securities class action litigation, and that the Company expects will afford coverage for some costs of the other shareholder litigation should any of those cases proceed.

 

Item 1A.Risk Factors

 

We have incurred net losses since inception.

 

We have a history of operating losses and incurred net losses in each fiscal quarter since our inception. During the nine months ended September 30, 2024, we generated total revenues of $23.2 million and incurred a net loss of $15.0 million, while for the same period the previous year, we generated total revenue of $35.3 million and incurred a net loss of $51.7 million, respectively. For the year ended December 31, 2023, we generated total revenues of $44.1 million and incurred a net loss of $77.1 million, while for the previous year, we generated net revenue of $62.3 million and incurred a net loss of $45.6 million. These losses, among other things, have had an adverse effect on our results of operations, financial condition, stockholders’ equity, net current assets and working capital.

 

We will need to generate additional revenue and/or reduce costs to achieve profitability. We are generating revenues derived from our existing properties, properties in production, and new brands being introduced into the marketplace. However, the ability to sustain these revenues and generate significant additional revenues and reduce our expenses or achieve profitability will depend upon numerous factors some of which are outside of our control.

 

There is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern.

 

Based on our current expected level of operating expenditures and the cash and cash equivalents on hand at September 30, 2024, management concludes that there is substantial doubt about our ability to continue as a going concern for a period of at least 12 months subsequent to the issuance of the accompanying condensed consolidated financial statements.

 

Historically, we have financed its operations primarily through revenue generated from operations, loans and sales of our securities, and we expect to continue to seek and obtain additional capital in a similar manner. We have filed a registration statement on Form S-3 on December 22, 2023, as amended, registering the sale of up to $75 million of the Company’s securities pursuant to a shelf registration statement, and a registration statement on Form S-1 on September 27, 2024, as amended, in connection with a best efforts public offering of up to $8 million of the Company’s securities. However, we do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. Our ability sell securities registered on our registration statement on Form S-3 is limited until such time the market value of our voting securities held by non-affiliates is $75 million or more. In addition, the number of shares of common stock and securities convertible or exercisable for common stock that we can sell, under certain circumstances, will be limited by the NYSE American rules and regulations. There can be no assurance that we will be able to continue to raise funds through the sale of shares of common stock or issuance of debt. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of its existing stockholders will be diluted. The issuance of debt can result in restrictive covenants that limit operations. If funding is not available or not available at terms acceptable to us, we will seek to reduce overhead costs and reduce its weekly cash obligations in the short term as needed. In addition, we can look to divest or bring in equity partners for our various divisions and bring in near term capital. No adjustments have been made to the presented condensed consolidated financial statements as a result of this uncertainty.

 

 

 

 43 

 

 

We have incurred indebtedness that could adversely affect our operations and financial condition.

 

As of September 30, 2024, we and our subsidiaries have production loan facility obligations of approximately $8.7 million and advances outstanding of $0.6 million under our senior secured revolving credit facility. As of December 31, 2023, we and our subsidiaries have production loan facility obligations of approximately $15.3 million and advances outstanding of $2.9 million under our senior secured revolving credit facility. We also had an outstanding margin loan of $0.8 million secured by our marketable investment securities as of December 31, 2023. The facilities are guaranteed by us and the security reflects substantially all of our tangible and intangible assets including a combination of federal and provincial tax credits, other government incentives, production service agreements and license agreements. The facilities and the margin loan are generally repayable on demand and are subject to customary default provisions, representations and warranties and other terms and conditions.

 

Our level of debt could have adverse consequences on our business, such as making it more difficult for us to satisfy our obligations with respect to our other debt; limiting our ability to refinance such indebtedness or to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; increasing our vulnerability to economic downturns and adverse developments in our business; exposing us to the risk of increased interest rates as certain of our borrowings are at fixed long term rates and or variable rates of interest; limiting our flexibility in planning for, and reducing our flexibility in reacting to, changes in the conditions of the financial markets and our industry; placing us at a competitive disadvantage compared to other, less leveraged competitors; increasing our cost of borrowing; and restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness and exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments.

 

We are currently in default under financial covenants under our revolving demand facility.

 

We were not in compliance with a financial covenant under the revolving demand facility as of September 30, 2024. Due to financial covenant violations in the second quarter of 2024, the Company’s remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) as of September 30, 2024, are subject to early repayment. During the three months ended September 30, 2024, the lender and the Company agreed to a repayment plan for the equipment leases under the equipment lease line to be completed prior to the end of the fourth quarter of 2024. On August 30, 2024, the Company paid $0.1 million (CAD 0.1 million) to the lender as part of its early repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, the Company paid $0.3 million (CAD 0.4 million) to the lender as part of its repayment plan for the equipment lease line. The amendment and covenant violations 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.

 

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

 

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period under Rule 144, or shares issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and, in anticipation of which, the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. In general, under Rule 144, a non-affiliated person who has held restricted shares of our common stock for a period of six months may sell into the market all of their shares, subject to us being current in our periodic reports filed with the SEC.

 

As of September 30, 2024, approximately 37,303,946 shares of common stock are outstanding and unrestricted, out of the 39,555,161 shares of common stock issued, meaning they exclude shares held by insiders and can be freely traded on the open market. As of September 30, 2024, there were 6,926,952 warrants outstanding. Lastly, as of September 30, 2024, there are 953,640 shares of common stock underlying outstanding options granted, 2,385,247 shares, including vested and unvested, of common stock underlying outstanding restricted stock units (“RSUs”) and 1,832,734 shares reserved for issuance under our Kartoon Studios, Inc. 2020 Incentive Plan.

 

 

 

 44 

 

 

To date, our revenues have come from a limited number of customers, making us dependent on those few customers.

 

During the three months ended September 30, 2024, we had four customers, whose total revenue exceeded 10% of the total condensed consolidated revenue. These customers accounted for 77.2% of the total revenue.

 

During the nine months ended September 30, 2024, we had three customers, whose total revenue exceeded 10% of the total condensed consolidated revenue. These customers accounted for 60.2% of the total revenue. As of September 30, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 59.4% of the total accounts receivable as of September 30, 2024.

 

The loss of, or a significant reduction of business from, any of our primary customers will have a material adverse effect on our business, financial condition, and results of operation unless we are able to replace such customers with other primary customers.

 

We have identified material weaknesses in our internal control over financial reporting. Failure to remediate the material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.

 

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

We cannot provide assurance that we have identified all, or that we will not in the future have additional, material weaknesses in our internal control over financial reporting. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address deficiencies. If we do not effectively remediate the material weaknesses identified by management and maintain adequate internal controls over financial reporting in the future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act on a timely basis. Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss of public confidence in the reliability of our financial statements, which, in turn, could materially adversely affect our business, the market value of our common stock and our access to capital markets.

 

 

 

 45 

 

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) Unregistered Sales of Equity Securities

 

We did not sell any equity securities during the quarter ended September 30, 2024 in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC.

 

(b) Use of Proceeds

 

Not applicable.

 

(c) Issuer Purchases of Equity Securities

 

Not applicable.

 

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

 

Item 5.Other Information

 

During the quarter ended September 30, 2024, none of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

 

 

 

 

 

 

 

 46 

 

 

Item 6.Exhibits

 

EXHIBIT INDEX

 

3.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2021)
3.2 Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on February 9, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 10, 2023)
3.3 Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2019)
3.4 Amended and Restated Certificate of Designations, Preferences and Rights of the 0% Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on November 21, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2019)
3.5 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 12, 2022)
3.6 Articles of Merger of Kartoon Studios, Inc. into the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 27, 2023).
3.7 Certificate of Designation of Series C Preferred Stock of the Company, dated September 25, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on September 25, 2023)
3.8 First Amendment to the Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 25, 2023)
3.9 Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on November 9, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2023)
31.1* Section 302 Certification of Chief Executive Officer
31.2* Section 302 Certification of Chief Financial Officer
32.1** Section 906 Certification of Chief Executive Officer
32.2** Section 906 Certification of Chief Financial Officer
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in inline XBRL and included in exhibit 101).

__________

*Filed herewith.
**Furnished herewith.

 

 

 

 47 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Kartoon Studios, Inc.
     
November 14, 2024 By: /s/ Andy Heyward
    Andy Heyward
    Chief Executive Officer (Principal Executive Officer)
     
November 14, 2024   /s/ Brian Parisi
    Brian Parisi
    Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 48 

 

EXHIBIT 31.1

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Andy Heyward, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Kartoon Studios, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

       
Date: November 14, 2024 By: /s/ Andy Heyward
   

Andy Heyward

Chief Executive Officer

(Principal Executive Officer)

 

 

EXHIBIT 31.2

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Brian Parisi, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Kartoon Studios, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

       
Date: November 14, 2024 By: /s/ Brian Parisi
   

Brian Parisi

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Andy Heyward, Chief Executive Officer of Kartoon Studios, Inc., (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: November 14, 2024
By: /s/ Andy Heyward
Andy Heyward
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Brian Parisi, Chief Financial Officer of Kartoon Studios, Inc., (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

                 
Date: November 14, 2024 By: /s/ Brian Parisi
   

Brian Parisi

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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Sep. 30, 2024
Nov. 13, 2024
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Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-54389  
Entity Registrant Name KARTOON STUDIOS, INC.  
Entity Central Index Key 0001355848  
Entity Tax Identification Number 20-4118216  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 190 N. Canon Drive  
Entity Address, Address Line Two 4th FL  
Entity Address, City or Town Beverly Hills  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90210  
City Area Code 310  
Local Phone Number 273-4222  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol TOON  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
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v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash $ 4,581 $ 4,095
Investments in Marketable Securities (amortized cost of $4,266 and $12,838, respectively) 4,079 11,950
Accounts Receivable (net of allowance of $241 and $189, respectively) 11,893 18,072
Tax Credits Receivable (net of allowance of $610 and $527, respectively) 12,929 20,714
Prepaid Expenses and Other Assets 900 740
Total Current Assets 37,180 57,109
Noncurrent Assets:    
Property and Equipment, net 1,655 1,877
Operating Lease Right-of-Use Assets, net 6,365 7,076
Finance Lease Right-of-Use Assets, net 1,026 1,867
Film and Television Costs, net 1,858 1,295
Investment in Your Family Entertainment AG 17,965 19,094
Intangible Assets, net 21,126 22,993
Other Assets 124 125
Total Assets 87,299 111,436
Current Liabilities:    
Accounts Payable 12,043 16,864
Participations Payable 1,188 1,915
Accrued Expenses 1,132 691
Accrued Salaries and Wages 1,707 1,926
Deferred Revenue 5,015 3,127
Margin Loan 1,069 782
Production Facilities 8,739 15,336
Bank Indebtedness 592 2,905
Current Portion of Operating Lease Liabilities 1,120 908
Current Portion of Finance Lease Liabilities 923 1,120
Warrant Liability 0 63
Total Current Liabilities 33,700 45,640
Noncurrent Liabilities:    
Deferred Revenue 3,371 3,458
Operating Lease Liabilities, Net Current Portion 5,912 6,736
Finance Lease Liabilities, Net Current Portion 107 928
Deferred Tax Liability, net 1,402 1,399
Other Noncurrent Liabilities 7 14
Total Liabilities 44,499 58,175
Commitments and Contingencies (Note 19)  
Stockholders’ Equity:    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, as of September 30, 2024 and December 31, 2023 0 0
Common Stock, $0.001 par value, 190,000,000 shares authorized, 39,630,851 and 35,323,217 shares issued and 39,555,161 and 35,247,744 outstanding as of September 30, 2024 and December 31, 2023, respectively 40 352
Additional Paid-in Capital 778,438 773,986
Treasury Stock at Cost, 75,690 and 75,473, shares of common stock as of September 30, 2024 and December 31, 2023, respectively (339) (339)
Accumulated Deficit (733,521) (718,546)
Accumulated Other Comprehensive Loss (3,376) (3,883)
Total Kartoon Studios, Inc. Stockholders' Equity 41,242 51,570
Non-Controlling Interests in Consolidated Subsidiaries 1,558 1,691
Total Stockholders' Equity 42,800 53,261
Total Liabilities and Stockholders’ Equity 87,299 111,436
Series A Preferred Stock [Member]    
Stockholders’ Equity:    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, as of September 30, 2024 and December 31, 2023 0 0
Series B Preferred Stock [Member]    
Stockholders’ Equity:    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, as of September 30, 2024 and December 31, 2023 0 0
Series C Preferred Stock [Member]    
Stockholders’ Equity:    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, as of September 30, 2024 and December 31, 2023 0 0
Related Party [Member]    
Current Assets:    
Other Receivable 1,471 1,435
Current Liabilities:    
Other Current Liabilities 4 3
Nonrelated Party [Member]    
Current Assets:    
Other Receivable 1,327 103
Current Liabilities:    
Other Current Liabilities $ 168 $ 0
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Amortized cost $ 4,266 $ 12,838
Accounts receivable, net of allowance 241 189
Tax credits receivable, net of allowance $ 610 $ 527
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 190,000,000 190,000,000
Common stock, shares issued 39,630,851 35,323,217
Common stock, shares outstanding 39,555,161 35,247,744
Treasury stock, shares 75,690 75,473
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 6,000 6,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Series B Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1 1
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
Series C Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000 50,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues:        
Total Revenues $ 8,708 $ 10,072 $ 23,170 $ 35,276
Operating Expenses:        
Marketing and Sales 290 522 1,026 2,457
Direct Operating Costs 5,766 13,475 15,936 34,301
General and Administrative 5,199 8,679 19,710 26,274
Impairment of Property and Equipment 0 0 0 120
Impairment of Intangible Assets 0 0 0 4,023
Impairment of Goodwill 0 0 0 11,287
Total Operating Expenses 11,255 22,676 36,672 78,462
Loss from Operations (2,547) (12,604) (13,502) (43,186)
Interest Expense (176) (672) (625) (2,777)
Other Income (Expense), net 602 (2,236) (981) (6,783)
Loss Before Income Tax Benefit (2,121) (15,512) (15,108) (52,746)
Income Tax Benefit 0 0 0 934
Net Loss (2,121) (15,512) (15,108) (51,812)
Net Loss Attributable to Non-Controlling Interests 64 36 133 83
Net Loss Attributable to Kartoon Studios, Inc. $ (2,057) $ (15,476) $ (14,975) $ (51,729)
Net Loss per Share (Basic) $ (0.05) $ (0.44) $ (0.40) $ (1.56)
Net Loss per Share (Diluted) $ (0.05) $ (0.44) $ (0.40) $ (1.56)
Weighted Average Shares Outstanding (Basic) 39,499,680 35,088,333 37,734,415 33,160,228
Weighted Average Shares Outstanding (Diluted) 39,499,680 35,088,333 37,734,415 33,160,228
Production Services [Member]        
Revenues:        
Total Revenues $ 4,898 $ 6,360 $ 12,756 $ 23,279
Content Distribution [Member]        
Revenues:        
Total Revenues 2,348 2,562 7,002 8,815
License [Member]        
Revenues:        
Total Revenues 37 153 235 362
Media Advisory And Advertising Services [Member]        
Revenues:        
Total Revenues $ 1,425 $ 997 $ 3,177 $ 2,820
v3.24.3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Loss $ (2,121)     $ (15,512)     $ (15,108) $ (51,812)
Change in Accumulated Other Comprehensive Income (Loss):                
Change in Unrealized Gain on Marketable Securities 134     164     197 907
Realized Losses on Marketable Securities Reclassified from AOCI into Earnings 148     1,897     505 4,154
Foreign Currency Translation Adjustments 41     (550)     (195) 157
Total Change in Accumulated Other Comprehensive Loss 323     1,511     507 5,218
Total Comprehensive Net Loss (1,798)     (14,001)     (14,601) (46,594)
Net Loss Attributable to Non-Controlling Interests 64     36     133 83
Total Comprehensive Net Loss Attributable to Kartoon Studios, Inc. (1,734)     (13,965)     (14,468) (46,511)
Balance, June 30, 2023 44,359 $ 46,474 $ 53,261 87,742 $ 92,281 $ 112,869 53,261 112,869
Issuance of Common Stock for Services $ 84 83 74 43 997      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes   25 (9) (6) $ (9)    
Proceeds From Warrant Exchange, net         4,857      
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net   3,329            
Share Based Compensation $ 155 164 226 465 717 $ 910    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss 282 259 161 2,061 633 2,367    
Currency Translation Adjustment 41 (52) (184) (550) 704 3    
Net Loss (2,121) (5,923) (7,064) (15,512) (12,441) (23,859)    
Balance, September 30, 2023 42,800 44,359 46,474 74,240 87,742 92,281 42,800 74,240
Common Stock [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 $ 356 $ 352 $ 352 $ 351 $ 320 $ 319 $ 352 $ 319
Shares, Outstanding, Beginning Balance 39,463,517 35,351,190 35,247,744 35,054,573 32,113,784 31,918,552 35,247,744 31,918,552
Issuance of Common Stock for Services      
Stock Issued During Period, Shares, Issued for Services 91,644 73,745 53,497 26,152 404,251      
Reclassification Related to Reverse Stock Split (316)              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes   $ 29 $ 1    
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures   38,582 49,949 64,756 224,988 78,088    
Proceeds From Warrant Exchange, net         $ 2      
[custom:StockIssuedDuringPeriodSharesWarrantExchange]         2,311,550      
Fractional Shares Issued Upon Reverse Stock Split              
Stock Issued During Period, Shares, Stock Splits           117,144    
Proceeds from Securities Purchase Agreement, Net   $ 4            
Stock Issued During Period, Shares, New Issues   4,000,000            
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss    
Balance, September 30, 2023 $ 40 $ 356 $ 352 $ 351 $ 351 $ 320 $ 40 $ 351
Shares, Outstanding, Ending Balance 39,555,161 39,463,517 35,351,190 35,145,481 35,054,573 32,113,784 39,555,161 35,145,481
Preferred Stock [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023
Shares, Outstanding, Beginning Balance 1 1 1 1 1 1 1 1
Issuance of Common Stock for Services      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes      
Proceeds From Warrant Exchange, net              
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net              
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss    
Balance, September 30, 2023
Shares, Outstanding, Ending Balance 1 1 1 1 1 1 1 1
Additional Paid-in Capital [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 $ 777,883 $ 774,286 $ 773,986 $ 769,867 $ 763,327 $ 762,418 $ 773,986 $ 762,418
Issuance of Common Stock for Services $ 84 83 74 43 997      
Reclassification Related to Reverse Stock Split 316              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes   25 (29) $ (1)    
Proceeds From Warrant Exchange, net         4,855      
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net   3,325            
Share Based Compensation $ 155 164 226 465 717 $ 910    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss    
Balance, September 30, 2023 778,438 777,883 774,286 770,375 769,867 763,327 778,438 770,375
Treasury Stock, Common [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 $ (339) $ (339) $ (339) $ (305) $ (299) $ (290) $ (339) $ (290)
Shares, Outstanding, Beginning Balance 75,690 75,473 75,473 48,498 46,333 42,633 75,473 42,633
Issuance of Common Stock for Services      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes   $ (9) $ (6) $ (9)    
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures   217   2,441 2,165 3,700    
Proceeds From Warrant Exchange, net              
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net              
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss    
Balance, September 30, 2023 $ (339) $ (339) $ (339) $ (314) $ (305) $ (299) $ (339) $ (314)
Shares, Outstanding, Ending Balance 75,690 75,690 75,473 50,939 48,498 46,333 75,690 50,939
Retained Earnings [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 $ (731,464) $ (725,591) $ (718,546) $ (677,696) $ (665,271) $ (641,443) $ (718,546) $ (641,443)
Issuance of Common Stock for Services      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes      
Proceeds From Warrant Exchange, net              
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net              
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss (2,057) (5,873) (7,045) (15,476) (12,425) (23,828)    
Balance, September 30, 2023 (733,521) (731,464) (725,591) (693,172) (677,696) (665,271) (733,521) (693,172)
AOCI Attributable to Parent [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 (3,699) (3,906) (3,883) (6,218) (7,555) (9,925) (3,883) (9,925)
Issuance of Common Stock for Services      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes      
Proceeds From Warrant Exchange, net              
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net              
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss 282 259 161 2,061 633 2,367    
Currency Translation Adjustment 41 (52) (184) (550) 704 3    
Net Loss    
Balance, September 30, 2023 (3,376) (3,699) (3,906) (4,707) (6,218) (7,555) (3,376) (4,707)
Noncontrolling Interest [Member]                
Change in Accumulated Other Comprehensive Income (Loss):                
Balance, June 30, 2023 1,622 1,672 1,691 1,743 1,759 1,790 1,691 1,790
Issuance of Common Stock for Services      
Reclassification Related to Reverse Stock Split              
Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes      
Proceeds From Warrant Exchange, net              
Fractional Shares Issued Upon Reverse Stock Split              
Proceeds from Securities Purchase Agreement, Net              
Share Based Compensation    
Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss    
Currency Translation Adjustment    
Net Loss (64) (50) (19) (36) (16) (31)    
Balance, September 30, 2023 $ 1,558 $ 1,622 $ 1,672 $ 1,707 $ 1,743 $ 1,759 $ 1,558 $ 1,707
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows from Operating Activities:    
Net Loss $ (15,108) $ (51,812)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:    
Amortization of Film and Television Costs 176 612
Depreciation and Amortization of Property, Equipment & Intangible Assets 1,791 1,943
Amortization of Right-of-Use Asset 1,400 2,179
Amortization of Premium on Marketable Securities 59 369
Share-Based Compensation Expense 545 2,091
Impairment of Film and Television Costs 0 6,172
Impairment of Intangible Assets 0 4,023
Impairment of Goodwill 0 11,287
Impairment of Property and Equipment 0 120
Deferred Income Taxes 0 (934)
Loss on Early Lease Termination 0 232
Marketing Expenses in Exchange for Stock 0 1,195
(Gain) Loss on Revaluation of Equity Investments in Your Family Entertainment AG 1,342 (1,102)
Unrealized (Gain) Loss on Foreign Currency of Equity Investments in Your Family Entertainment AG (212) 205
Gain on Revaluation of Warrants (63) (8,999)
Realized Loss on Marketable Securities 505 4,154
Warrant Incentive Expense 0 12,664
Stock Issued for Services 242 1,040
Credit Loss Expense 144 351
Other Non-Cash Items (10) 2
Decrease (Increase) in Operating Assets:    
Accounts Receivable 6,127 3,481
Other Receivable (1,229) 909
Tax Credits Earned (less capitalized) (6,468) (12,327)
Tax Credits Received 13,760 12,247
Film and Television Costs, net (744) (778)
Prepaid Expenses and Other Assets (169) (178)
Increase (Decrease) in Operating Liabilities:    
Accounts Payable (4,816) (1,875)
Accrued Salaries & Wages (190) (358)
Accrued Expenses 439 (71)
Accrued Production Costs 491 806
Participations Payable (709) (942)
Deferred Revenue 1,840 (6,208)
Lease Liability (429) (695)
Due to Related Party (3) 55
Other Liabilities 162 (26)
Net Cash Used in Operating Activities (1,127) (20,168)
Cash Flows from Investing Activities:    
Repayments from/(Loans to) Related Party for Note Receivables (37) 1,393
Proceeds from Principal Collections on Marketable Securities 0 460
Proceeds from Sales and Maturities of Marketable Securities 8,009 67,633
Purchase of Property & Equipment (70) (68)
Net Cash Provided by Investing Activities 7,902 69,418
Cash Flows from Financing Activities:    
Proceeds from Margin Loan 9,054 17,619
Repayments of Margin Loan (8,767) (76,182)
Proceeds from Production Facilities 6,492 11,161
Repayment of Production Facilities (13,168) (9,451)
(Repayments of )/Proceeds from Bank Indebtedness, net (2,253) 573
Proceeds from Securities Purchase Agreement 3,329 5,299
Principal Payments on Finance Lease Obligations (1,040) (1,555)
Debt Issuance Costs (116) (18)
Shares Withheld for Taxes on Vested Restricted Shares 25 (25)
Payment for Warrant Put Option Exercise 0 (250)
Net Cash Used in Financing Activities (6,444) (52,829)
Effect of Exchange Rate Changes on Cash 155 34
Net Increase (Decrease) in Cash 486 (3,545)
Beginning Cash 4,095 7,432
Ending Cash 4,581 3,887
Supplemental Disclosures of Cash Flow Information    
Cash Paid for Interest 145 285
Non-Cash Financing and Investing Activities    
Leased Assets Obtained in Exchange for New Finance Lease Liabilities 0 1,432
Warrants Issued for Services 0 443
Warrant Modification $ 0 $ 3,510
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ (2,057) $ (15,476) $ (14,975) $ (51,729)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Organization and Business
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business

Note 1: Organization and Business

 

Organization and Nature of Business

 

Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.; 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 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, Samsung TV Plus, LG Smart TVs, Amazon, 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 a leading producer and distributor of high-quality children’s and family programming. YFE owns and operates one of Europe’s largest channel-independent libraries of around 150 titles and 3,500 half-hour episodes.

 

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”), the largest animation focused creator 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 Cartoon Network, 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 3 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 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 represents over 20 kids and family clients including Bandai Namco, Moose Toys, Bazooka Candy Brands, Goliath Games, Playmates Toys, Cepia LLC, 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 had 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, which has since expired. 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”). The JV 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. 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 seasons of episodic series.

 

Liquidity, Going Concern, and Capital Resources

 

As of September 30, 2024, the Company had cash of $4.6 million, which increased by $0.5 million as compared to December 31, 2023. The increase was primarily due to cash provided by investing activities of $7.9 million, offset by cash used in financing activities of $6.4 million and cash used for operating activities of $1.1 million. The cash provided by investing activities was primarily due to sales of marketable securities of $8.0 million. The cash used in financing activities was primarily due to repayments of the production facilities, finance lease obligations, and bank indebtedness, net of proceeds from each, resulting in net cash used of $10.0 million, offset by net proceeds from the Offering of $3.3 million and margin loan of $0.3 million.

 

As of September 30, 2024, the Company held available-for-sale marketable securities with a fair value of $4.1 million, a decrease of $7.9 million as compared to December 31, 2023 due to sales and maturities during the nine months ended September 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 September 30, 2024 and December 31, 2023, the Company’s margin loan balance was $1.1 million and $0.8 million, respectively. During the nine months ended September 30, 2024, the Company borrowed an additional $9.1 million from its investment margin account and repaid $8.8 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 0.46% and 0.98%, respectively, on average margin loan balances of $1.0 million and $27.4 million as of September 30, 2024 and December 31, 2023, respectively.

 

For the three months ended September 30, 2024 and September 30, 2023, the Company incurred interest expense on the margin loan of $11,070 and $0.2 million, respectively. The Company incurred interest expense on the margin loan of $42,131 and $1.5 million during the nine months ended September 30, 2024 and September 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.

 

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 $1.2 million U.S. dollars (“USD”) or $1.6 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 $0.7 million (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 $0.4 million (CAD 0.5 million). As of the date of the amendment and December 31, 2023, 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 September 30, 2024, the Company was not in compliance with a financial covenant to maintain a minimum liquidity threshold. Due to financial covenant violations in the second quarter of 2024, the Company’s remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) as of September 30, 2024, are subject to early repayment. During the three months ended September 30, 2024, the lender and the Company agreed to a repayment plan for the equipment leases under the equipment lease line to be completed prior to the end of the fourth quarter of 2024. On August 30, 2024, the Company paid $0.1 million (CAD 0.1 million) to the lender as part of its early repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, the Company paid $0.3 million (CAD 0.4 million) to the lender as part of its repayment plan for the equipment lease line. 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.

 

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 three months ended September 30, 2024 and September 30, 2023, the Company reported net losses of $2.1 million and $15.5 million, respectively. For the nine months ended September 30, 2024 and September 30, 2023, the Company reported net losses of $15.1 million and $51.8 million, respectively. The Company reported net cash used in operating activities of $1.1 million and net cash used in operating activities of $20.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. As of September 30, 2024, the Company had an accumulated deficit of $733.5 million primarily due to approximately $450 million of expenses related to non-operational warrant and stock option expense recorded in 2020 and 2021, and total stockholders’ equity of $42.8 million. As of September 30, 2024, the Company had total current assets of $37.2 million, including cash of $4.6 million and marketable securities of $4.1 million, and total current liabilities of $33.7 million. The Company had working capital of $3.5 million as of September 30, 2024, compared to working capital of $11.5 million as of December 31, 2023. Based on our current expected level of operating expenditures and the cash and cash equivalents on hand at September 30, 2024, management concludes that there is substantial doubt about our ability to continue as a going concern for a period of at least 12 months 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. The Company has filed a registration statement on Form S-3 on December 22, 2023, as amended, registering the sale of up to $75 million of the Company’s securities pursuant to a shelf registration statement, and a registration statement on Form S-1 on September 27, 2024, as amended, in connection with a best efforts public offering of up to $8 million of the Company’s securities. However, the Company does not have any committed sources of financing at this time, and it is uncertain whether any additional funding will be available when it needs it on terms that will be acceptable to it, or at all. The Company’s ability to sell securities registered on its registration statement on From S-3 is limited until such time that the market value of its voting securities held by non-affiliates is $75 million or more. In addition, the number of shares of common stock and securities convertible or exercisable for common stock that the Company can sell, under certain circumstances, will be limited by NYSE American rules and regulations. There can be no assurance that the Company will be able to raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of its existing shareholders will be diluted. The issuance of debt can result in restrictive covenants that limit operations. If funding is not available or not available at terms acceptable to the Company, the Company will seek to reduce overhead costs and reduce its weekly cash obligations in the short term as needed. In addition, the Company can look to divest or bring in equity partners for our various divisions and bring in near term capital.

 

v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies

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.

 

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 September 30, 2024, the gross amounts of foreign currency (“FX”) forward contracts in an asset and liability position subject to a master netting arrangement resulted in a net liability of $0.2 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 nine months ended September 30, 2024, the Company recorded a realized gain of $35,601 and $86,355, respectively, on FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company recorded a realized loss of $14,890 and $40,294, 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 September 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 September 30, 2024 and December 31, 2023, $12.9 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 CAD 100,000. As of September 30, 2024 and December 31, 2023, the Company had twelve and ten bank deposit accounts with an aggregate uninsured balance of $3.0 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 $4.1 million and $12.0 million as of September 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 September 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 September 30, 2024, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 77.2% of the total revenue.

 

During the nine months ended September 30, 2024, the Company had three customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 60.2% of the total revenue. As of September 30, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 59.4% of the total accounts receivable as of September 30, 2024.

 

During the three months ended September 30, 2023, the Company had four customers whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 73.1% of the total revenue.

 

During the nine months ended September 30, 2023, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 79.3% of the total revenue. As of September 30, 2023, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 55.6% of the total accounts receivable as of September 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 September 30, 2024 (in thousands):

 

               
   Level 1   Level 2   Total Fair Value 
Investments in Marketable Securities:               
Corporate Bonds  $1,035   $   $1,035 
U.S. agency and government sponsored securities       1,913    1,913 
U.S. states and municipalities       1,131    1,131 
Total  $1,035   $3,044   $4,079 

 

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”) ASC 320, Investments – Debt and Equity Securities. An allowance for credit loss was not recorded for the marketable securities as of September 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 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 condensed consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures and is not expected to be material.

 

v3.24.3
Variable Interest Entity
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entity

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 (the “Stan Lee Assets”), from which the Company plans to develop and license multiple properties each year.

 

During the three months ended September 30, 2024 and September 30, 2023, SLU generated a net loss of $63,552 and $35,846, respectively. During the nine months ended September 30, 2024 and September 30, 2023, SLU generated a net loss of $132,750 and $83,179, respectively. There were no contributions or distributions during the three and nine months ended September 30, 2024 and September 30, 2023, and there were no changes in facts and circumstances that would result in a re-evaluation of the VIE assessment.

 

v3.24.3
Investment in Equity Interest
9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Equity Interest

Note 4: Investment in Equity Interest

 

As of September 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 September 30, 2024, the fair value of the investment was determined to be $18.0 million recorded within noncurrent assets on the Company’s condensed consolidated balance sheets. YFE shows a considerably lower trading volume compared to industry standards, especially within the broader media and entertainment sector. Under ASC 820, for an asset or liability to qualify as Level 1, it must have quoted prices in an active market. However, the standard also addresses situations where trading volume is low. ASC 820-10-35-41 states that an active market is one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. When trading volume is low, determining whether the market is still active requires judgment. When considering the use of share price to value an investment in YFE the company had to weigh the arguments for and against the application of Level 1 inputs under ASC 820. An asset could remain in Level 1 if there are enough considerations to support that the market is accessible and reflects current pricing information, despite low volume. While the low trading volume raises concerns regarding the reliability of using share price as a Level 1 input under ASC 820, the company will closely monitor the trading volume and financial performance of the investee. This ongoing oversight will help ensure that any updates to the investment's fair value reflect true market conditions as they evolve over time, considering both the potential growth of the company and fluctuations in trading activity.

 

The fair value as of September 30, 2024 decreased by net $1.1 million, as compared to December 31, 2023. The decrease is the effect of foreign currency remeasurement from EURO to USD resulting in a gain of $0.2 million and share price fluctuations resulting in a loss of $1.3 million. The total change in fair value is recorded within Other Income (Expense), net on the Company’s condensed consolidated statements of operations. As of September 30, 2024 and December 31, 2023, the Company’s ownership in YFE was 44.8%.

 

v3.24.3
Marketable Securities
9 Months Ended
Sep. 30, 2024
Investments, All Other Investments [Abstract]  
Marketable Securities

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 $4.3 million and a market value of $4.1 million as of September 30, 2024. The balances consisted of the following securities (in thousands):

 

               
   Adjusted Cost   Unrealized Loss   Fair Value 
Corporate Bonds  $1,080   $(45)  $1,035 
U.S. Agency and Government Sponsored Securities   2,000    (87)   1,913 
U.S. States and Municipalities   1,186    (55)   1,131 
Total  $4,266   $(187)  $4,079 

 

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 September 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 September 30, 2024 and December 31, 2023, an allowance for credit loss was not 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 $0.1 million and $1.9 million were recognized in earnings during the three months ended September 30, 2024 and September 30, 2023, respectively. Realized losses of $0.5 million and $4.2 million were recognized in earnings during the nine months ended September 30, 2024 and September 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 September 30, 2024 were as follows (in thousands):

 

     
   Fair Value 
Due within 1 year  $ 
Due after 1 year through 5 years   4,079 
Total  $4,079 

 

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.

 

v3.24.3
Property and Equipment, net
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, net

Note 6: Property and Equipment, net

 

The Company has property and equipment as follows (in thousands):

 

          
   As of 
   September 30, 2024   December 31, 2023 
Furniture and Equipment  $117   $117 
Computer Equipment   226    219 
Leasehold Improvements   2,208    2,200 
Software   250    192 
Property and Equipment, gross   2,801    2,728 
           
Less Accumulated Depreciation   (985)   (724)
Foreign Currency Translation Adjustment   (161)   (127)
Property and Equipment, net  $1,655   $1,877 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded depreciation expense of $0.1 million and $0.1 million, respectively. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded depreciation expense of $0.3 million and $0.3 million, respectively.

 

The Company did not incur any impairment charges on its property and equipment during the three and nine months ended September 30, 2024.

 

Due to a lease termination effective August 1, 2023, $0.1 million of property and equipment was written down to zero and recorded in loss on lease termination within Other Income (Expense), net on the condensed consolidated statement of operations during the three and nine months ended September 30, 2023. In addition, during the first quarter of 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.

 

v3.24.3
Leased Right-of-Use Assets, net
9 Months Ended
Sep. 30, 2024
Leased Right-of-use Assets Net  
Leased Right-of-Use Assets, net

Note 7: Leased Right-of-Use Assets, net

 

Leased right-of-use assets consisted of the following (in thousands):

 

          
   As of 
   September 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   (6,637)   (5,237)
Foreign Currency Translation Adjustment   (769)   (617)
Leased Right-of-Use Assets, net  $7,391   $8,943 

 

As of September 30, 2024, the weighted-average lease term for the Company’s operating leases was 76 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 September 30, 2024 and September 30, 2023 were $0.9 million and $0.4 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations. Operating lease costs during the nine months ended September 30, 2024 and September 30, 2023 were $1.2 million and $1.2 million, respectively, recorded within General and Administrative Expenses on the Company’s condensed consolidated statements of operations.

 

During the three and nine months ended September 30, 2024, the Company recorded right-of-use (“ROU”) amortization of $0.2 million and $1.0 million, respectively. During the three and nine months ended September 30, 2023, the Company recorded ROU amortization of $0.5 million and $1.6 million, respectively. ROU amortization is recorded within General and Administrative Expenses and accretion of interest expense is recorded within Other Income (Expense), net on the Company’s condensed consolidated statements of operations.

 

On August 2, 2023, Beacon Media, signed a Termination of Lease Agreement (the “Lease Termination”), effective August 1, 2023 (the “Effective Date”), related to the office space in Lyndhurst, NJ. The Lease Termination requires Beacon Media to pay an aggregate of $0.1 million in consideration for terminating the lease. The Company wrote off the ROU asset, lease liability, prepaid deposit and fixed assets on the Effective Date. Including fees, the Company recorded a total loss on lease termination of $0.2 million within Other Income (Expense), net on the Company’s condensed consolidated statement of operations during the three months ended September 30, 2023.

 

v3.24.3
Film and Television Costs, net
9 Months Ended
Sep. 30, 2024
Other Industries [Abstract]  
Film and Television Costs, net

Note 8: Film and Television Costs, net

 

The following table highlights the activity in Film and Television Costs as of September 30, 2024 and December 31, 2023 (in thousands):

 

     
Film and Television Costs, net as of December 31, 2023  $1,295 
Additions to Film and Television Costs   818 
Disposals   (73)
Film Amortization Expense   (176)
Foreign Currency Translation Adjustment   (6)
Film and Television Costs, net as of September 30, 2024  $1,858 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded film amortization expense of $61,672 and $0.1 million, respectively. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded amortization expense of $0.2 million and $0.5 million, respectively.

 

For the three and nine months ended September 30, 2023, the Company recorded film and television impairment write-downs of $6.2 million. The Company did not incur any film and television impairment write-downs during the three and nine months ended September 30, 2024.

 

v3.24.3
Intangible Assets, net
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, net

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   As of 
   Period   September 30, 2024   December 31, 2023 
Customer Relationships   5.7   $17,390   $17,325 
Digital Networks   13.5    803    803 
Trade Names   66.7    10,100    9,970 
Intangible Assets, gross        28,293    28,098 
                
Less: Accumulated Amortization        (5,528)   (3,794)
Foreign Currency Translation Adjustment        (1,639)   (1,311)
Intangible Assets, net       $21,126   $22,993 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recorded intangible asset amortization expense of $0.5 million for each reporting period. During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded intangible asset amortization expense of $1.5 million and $1.6 million, respectively.

 

The Company did not incur any impairment charges on its definite and indefinite-lived intangible assets during the three and nine months ended September 30, 2024.

 

During the nine months ended September 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, net of $0.6 million in accumulated depreciation, 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 September 30, 2024 is as follows (in thousands):

 

     
Fiscal Year:    
2024 (remainder of year)  $516 
2025   2,072 
2026   2,062 
2027   2,062 
2028   2,062 
Thereafter   6,792 
Total  $15,566 

 

As of September 30, 2024, $5.6 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.

 

v3.24.3
Deferred Revenue
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Deferred Revenue

Note 10: Deferred Revenue

 

As of September 30, 2024 and December 31, 2023, the Company had aggregate short term and long term deferred revenue of $8.4 million and $6.6 million, respectively. The increase in deferred revenue is primarily related to the stage of progress of various productions as of September 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.

 

v3.24.3
Margin Loan
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Margin Loan

Note 11: Margin Loan

 

As of September 30, 2024 and December 31, 2023, the Company’s margin loan balance was $1.1 million and $0.8 million, respectively. During the nine months ended September 30, 2024, the Company borrowed an additional $9.1 million from its investment margin account and repaid $8.8 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 0.46% and 0.98%, respectively, on average margin loan balances of $1.0 million and $27.4 million as of September 30, 2024 and December 31, 2023, respectively.

 

For the three months ended September 30, 2024 and September 30, 2023, the Company incurred interest expense on the margin loan of $11,070 and $0.2 million, respectively. The Company incurred interest expense on the margin loan of $42,131 and $1.5 million during the nine months ended September 30, 2024 and September 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.

 

v3.24.3
Bank Indebtedness and Production Facilities
9 Months Ended
Sep. 30, 2024
Bank Indebtedness And Production Facilities  
Bank Indebtedness and Production Facilities

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 September 30, 2024 and December 31, 2023, the Company had an outstanding balance of $0.6 million (CAD 0.8 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 $0.7 million (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 September 30, 2024 and December 31, 2023, the Company had an outstanding balance of $8.7 million (CAD 11.8 million), including $1.3 million (CAD 1.7 million) of interest, and $15.3 million (CAD 20.3 million), including $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 4.49% to 7.18% with remaining lease terms of 1 - 2 months as of September 30, 2024.

 

As of September 30, 2024, the outstanding balance of $0.6 million (CAD 0.8 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 $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 September 30, 2024, the Company has leases remaining under this facility with finance rates of 7.52% to 8.20% and remaining lease terms of 14 - 23 months.

 

As of September 30, 2024, the outstanding balance of $0.4 million (CAD 0.5 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 $1.2 million (CAD 1.6 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. As of September 30, 2024, the Company was not in compliance with a financial covenant to maintain a minimum liquidity threshold. Due to financial covenant violations in the second quarter of 2024, the Company’s remaining equipment lease agreements with the lender of $0.6 million (CAD 0.8 million) as of September 30, 2024, are subject to early repayment. During the three months ended September 30, 2024, the lender and the Company reached an agreement in principle for a repayment plan for the equipment leases under the equipment lease line. On August 30, 2024, the Company paid $0.1 million (CAD 0.1 million) to the lender as part of its early repayment plan for the existing equipment lease line agreements. Subsequent to September 30, 2024, the Company paid $0.3 million (CAD 0.4 million) to the lender as part of its repayment plan for the equipment lease line. The Company expects to enter into a written agreement with the lender prior to the end of the fourth quarter of 2024 to amend the revolving demand facility and equipment lease line.

 

v3.24.3
Stockholders’ Equity
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders’ Equity

Note 13: Stockholders’ Equity

 

Common Stock

 

As of September 30, 2024 and December 31, 2023, the total number of authorized shares of common stock was 190,000,000.

 

As of September 30, 2024 and December 31, 2023, there were 39,555,161 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.

 

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 were exchangeable into shares of the Company’s common stock in accordance with their terms. Holders of the ExchangeCo shares were 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. (“CallCo”) 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 granted 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 was 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, would not exercise voting rights with respect to the applicable shares. On August 16, 2024, CallCo acquired the balance of the remaining exchangeable shares of ExchangeCo in consideration for shares in the Company’s common stock. Accordingly, the shares of ExchangeCo are no longer held by the public and therefore, (i) the Voting Agreement automatically terminated, and (ii) there are no longer Voting Rights in respect of the shares of ExchangeCo or the Special Voting Share.

 

As of September 30, 2024 and December 31, 2023, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of September 30, 2024 and December 31, 2023, there was 1 share of Series B Preferred Stock outstanding. As of September 30, 2024 and December 31, 2023, there were 0 shares of Series C Preferred Stock outstanding.

 

Treasury Stock

 

During the nine months ended September 30, 2024 and September 30, 2023, 217 and 8,306 shares of common stock with a cost of $252 and $24,700, 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.

 

v3.24.3
Stock Options
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stock Options

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 September 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 nine months ended September 30, 2024 and September 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.

 

The fair value of the options granted during the nine months ended September 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 

 

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    4.72   $0.95 
Exercised          $ 
Forfeited/Cancelled   (259,468)      $21.08 
Expired   (5,800)      $19.90 
Outstanding at September 30, 2024   953,640    5.04   $12.75 
                
Unvested at September 30, 2024   102,499    4.35   $4.23 
Vested and exercisable at September 30, 2024   851,141    5.12   $13.77 

 

During the nine months ended September 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.

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recognized $23,804 and $0.2 million, respectively, in share-based compensation expense related to stock options. During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $0.1 million and $0.9 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 September 30, 2024 was $48,503 which will be recognized through the second quarter of 2025 assuming the underlying grants are not cancelled or forfeited. The outstanding shares as of September 30, 2024 had an aggregated intrinsic value of zero.

 

v3.24.3
Restricted Stock Units
9 Months Ended
Sep. 30, 2024
Restricted Stock Units  
Restricted Stock Units

Note 15: Restricted Stock Units

 

Restricted stock units (“RSUs”) are granted under the Company’s 2020 Plan. During the nine months ended September 30, 2024 and September 30, 2023, the Company granted 286,324 and 76,508 fully vested RSUs to the Company’s board members, employees, and consultants, with a fair market value of $0.3 million and $0.2 million, respectively.

 

An aggregate of 307,417 shares of common stock were issued during the nine months ended September 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   286,324   $1.12 
Vested   (291,449)  $1.42 
Forfeited      $ 
Unvested at September 30, 2024   977,500   $13.40 

 

During the three months ended September 30, 2024 and September 30, 2023, the Company recognized $0.1 million and $0.3 million, respectively, in share-based compensation expense related to RSUs. During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $0.4 million and $1.2 million, respectively, in share-based compensation expense related to RSU awards included in General and Administrative Expenses on the Company’s condensed consolidated statements of operations. The unvested share-based compensation as of September 30, 2024 was $0.1 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 nine months ended September 30, 2024 was $0.4 million.

 

v3.24.3
Warrants
9 Months Ended
Sep. 30, 2024
Warrants  
Warrants

Note 16: Warrants

 

The following table summarizes the Company’s warrant activity:

 

               
   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    4.56   $1.00 
Exercised          $ 
Expired   (26,000)      $26.88 
Forfeitures          $ 
Outstanding at September 30, 2024   6,926,952    3.45   $6.98 
                
Exercisable at September 30, 2024   6,926,952    3.45   $6.98 
Exercisable at December 31, 2023   6,852,952    4.16   $7.14 

 

As of September 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 September 30, 2024, the warrants were revalued at approximately $291, 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 Income (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 September 30, 2024:

 

     
Market Price  $0.87 
Exercise Price  $2.10 
Dividend Yield    % 
Volatility   61% 
Risk-free Interest Rate   3.98% 
Expected Life of Warrants   0.45 years 

 

v3.24.3
Supplemental Financial Statement Information
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Supplemental Financial Statement Information

Note 17: Supplemental Financial Statement Information

 

Other Income (Expense), net

 

Components of Other Income (Expense), net, are summarized as follows (in thousands):

 

                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Interest Expense (a)  $(176)  $(672)  $(625)  $(2,777)
                     
Warrant Incentive Expense (b)               (12,664)
Gain on Revaluation of Warrants (c)   3    2,797    63    8,999 
Gain (Loss) on Revaluation of Equity Investment in YFE (d)   (461)   (2,325)   (1,342)   1,102 
Realized Loss on Marketable Securities Investments (e)   (148)   (1,897)   (505)   (4,154)
Gain (Loss) on Foreign Exchange (f)   999    (637)   19    (282)
Interest Income (g)   40    95    135    563 
Loss on Early Lease Termination (h)       (232)       (232)
Finance Lease Interest Expense (i)   (20)   (48)   (74)   (152)
Other (j)   189    11    723    37 
Other Income (Expense), net  $602   $(2,236)  $(981)  $(6,783)

 

Three Months and Nine Months Ended September 30, 2024

 

  (a) Interest Expense during the three and nine months ended September 30, 2024 primarily consisted of $0.2 million and $0.6 million, respectively, primarily due to interest incurred on production facilities and bank indebtedness.
  (b) There was no warrant incentive expense in 2024.

 

  (c) The Gain on Revaluation of Warrants during the three and nine months ended September 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 nine months ended September 30, 2024, excluding the impact of foreign currency recorded separately, is a result of a decrease in YFE’s stock price as of September 30, 2024.
  (e) The Realized Loss on Marketable Securities Investments during the three and nine months ended September 30, 2024 reflects the loss that will not be recovered from the investments due to selling securities prior to maturity.
  (f) The Gain on Foreign Exchange during the three and nine months ended September 30, 2024 primarily related to the revaluation of the YFE investment, resulting in a gain of $0.8 million and $0.2 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 nine months ended September 30, 2024 primarily consisted of interest income, net of premium amortization expense, recorded for the investments in marketable securities.
  (h) There was no gain or loss on lease termination in 2024.
  (i) The Finance Lease Interest Expense during the three and nine months ended September 30, 2024 represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2024 is primarily related to late fees from select clients on a payment plan.

 

Three Months and Nine Months Ended September 30, 2023

 

  (a) Interest expense during the three and nine months ended September 30, 2023 primarily consisted of $0.2 million and $1.5 million of interest incurred on the margin loan, respectively, and $0.5 million and $1.3 million, respectively, of interest incurred on production facilities loans and bank indebtedness.
  (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.
  (c) The gain on warrant revaluation during the three months ended  September 30, 2023 is primarily related to the $2.7 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the end of the prior reporting period due to a decrease in market price. The gain on warrant revaluation during the nine months ended September 30, 2023 is primarily related to the $8.8 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the issuance date due to a decrease in market price.
  (d) As accounted for using the fair value option, the gain or loss on the YFE investment revaluation, excluding the impact of foreign currency recorded separately, is a result of the increases or decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period.
  (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 loss on foreign currency exchange during the three and nine months ended September 30, 2023 primarily related to the EURO weakening against the USD when compared to the prior reporting period.
  (g) Interest Income during the three and nine months ended September 30, 2023 primarily consisted of interest income of $0.1 million and $0.4 million, net of premium amortization expense, recorded for the investments in marketable securities, respectively.
  (h) The loss on early termination of lease is due to early termination of the Lyndhurst, NJ office lease, effective August 1, 2023. The loss includes fees of $0.1 million and the write-down of assets and liabilities resulting in net, $0.1 million of loss.
  (i) The finance lease interest expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2023 is primarily related to late fees from select clients on a payment plan.

 

v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

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 nine months ended September 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 nine months ended September 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.

 

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.

 

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 19: Commitments and Contingencies

 

The following is a schedule of future minimum cash contractual obligations as of September 30, 2024 (in thousands):

                                   
   2024   2025   2026   2027   2028   Thereafter   Total 
Operating Leases  $525   $1,640   $1,645   $1,415   $1,071   $3,386   $9,682 
Finance Leases   756    278    54                1,088 
Employment Contracts   1,014    1,646    222                2,882 
Consulting Contracts   1,019    2,840    769                4,628 
Debt   1,662    8,739                    10,401 
Contractual obligation  $4,976   $15,143   $2,690   $1,415   $1,071   $3,386   $28,681 

 

The present value discount of the minimum operating lease payments above was $2.7 million which when deducted from the cash commitments for the leases included in the table above, equates to the operating lease liabilities of $7.0 million recorded as of September 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.

 

v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

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 nine months ended September 30, 2024, Mr. Heyward did not earn any executive producer fees. During the nine months ended September 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 nine months ended September 30, 2024 and September 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 first quarter of 2023. During the nine months ended September 30, 2023, Mr. Heyward earned and was paid $0.2 million in creative producer fees. During the nine months ended September 30, 2024, Mr. Heyward earned and was paid $0.1 million 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 AHAA utilizing the licensed content. During the nine months ended September 30, 2024 and September 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 $1.5 million (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 September 30, 2024 and December 31, 2023, $1.5 million and $1.4 million, respectively, 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 sublease payments were $595 for the three and nine months ended September 30, 2024 and September 30, 2023 and recorded within Other Income (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 is subject to an initial fee of $6,545 and a monthly fee of $595 that commenced on September 1, 2024. The interior design service fees are recorded within General and Administrative expenses in the Company's condensed consolidated statements of operations.

 

v3.24.3
Segment Reporting
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting

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 September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
Content Production & Distribution  $7,283   $9,075   $19,993   $32,456 
Media Advisory & Advertising Services   1,425    997    3,177    2,820 
Total Revenues  $8,708   $10,072   $23,170   $35,276 
                     
Net Loss:                    
Content Production & Distribution  $(2,395)  $(14,947)  $(14,830)  $(50,113)
Media Advisory & Advertising Services   338    (529)   (145)   (1,616)
Total Net Loss Attributable to Kartoon Studio, Inc.  $(2,057)  $(15,476)  $(14,975)  $(51,729)

 

Geographic Information

 

The following table provides information about disaggregated revenue by geographic area (in thousands):

 

                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
United States  $5,005   $5,536   $12,490   $21,537 
Canada   1,615    2,093    3,563    7,496 
United Kingdom   1,909    2,381    6,708    5,972 
Other   179    62    409    271 
Total Revenues  $8,708   $10,072   $23,170   $35,276 

 

v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 22: Subsequent Events

 

Subsequent to September 30, 2024, the Company sold marketable securities and received proceeds of $1.6 million and incurred a realized loss of $0.1 million.

 

As of November 14, 2024, there were no additional subsequent events to report.

 

v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Prior Periods and Reclassifications

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.

 

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

Foreign Currency Forward Contracts

 

As of September 30, 2024, the gross amounts of foreign currency (“FX”) forward contracts in an asset and liability position subject to a master netting arrangement resulted in a net liability of $0.2 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 nine months ended September 30, 2024, the Company recorded a realized gain of $35,601 and $86,355, respectively, on FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company recorded a realized loss of $14,890 and $40,294, respectively, on FX forward contracts within Production Services Revenue on the condensed consolidated statements of operations.

 

Trade Accounts Receivable and Allowance for Credit Loss

Trade Accounts Receivable and Allowance for Credit Loss

 

As of September 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

Tax Credits Receivable

 

As of September 30, 2024 and December 31, 2023, $12.9 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

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 September 30, 2024 and December 31, 2023, the Company had twelve and ten bank deposit accounts with an aggregate uninsured balance of $3.0 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 $4.1 million and $12.0 million as of September 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 September 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 September 30, 2024, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 77.2% of the total revenue.

 

During the nine months ended September 30, 2024, the Company had three customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 60.2% of the total revenue. As of September 30, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 59.4% of the total accounts receivable as of September 30, 2024.

 

During the three months ended September 30, 2023, the Company had four customers whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 73.1% of the total revenue.

 

During the nine months ended September 30, 2023, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 79.3% of the total revenue. As of September 30, 2023, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 55.6% of the total accounts receivable as of September 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

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 September 30, 2024 (in thousands):

 

               
   Level 1   Level 2   Total Fair Value 
Investments in Marketable Securities:               
Corporate Bonds  $1,035   $   $1,035 
U.S. agency and government sponsored securities       1,913    1,913 
U.S. states and municipalities       1,131    1,131 
Total  $1,035   $3,044   $4,079 

 

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”) ASC 320, Investments – Debt and Equity Securities. An allowance for credit loss was not recorded for the marketable securities as of September 30, 2024 and December 31, 2023. Refer to Note 5 for additional details.

 

New Accounting Standards Issued but Not Yet Adopted

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 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 condensed consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures and is not expected to be material.

 

v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of marketable securities measured at fair value on a recurring basis
               
   Level 1   Level 2   Total Fair Value 
Investments in Marketable Securities:               
Corporate Bonds  $1,035   $   $1,035 
U.S. agency and government sponsored securities       1,913    1,913 
U.S. states and municipalities       1,131    1,131 
Total  $1,035   $3,044   $4,079 
v3.24.3
Marketable Securities (Tables)
9 Months Ended
Sep. 30, 2024
Investments, All Other Investments [Abstract]  
Schedule of marketable securities
               
   Adjusted Cost   Unrealized Loss   Fair Value 
Corporate Bonds  $1,080   $(45)  $1,035 
U.S. Agency and Government Sponsored Securities   2,000    (87)   1,913 
U.S. States and Municipalities   1,186    (55)   1,131 
Total  $4,266   $(187)  $4,079 

 

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 
Schedule of contractual maturities of marketable investments
     
   Fair Value 
Due within 1 year  $ 
Due after 1 year through 5 years   4,079 
Total  $4,079 
v3.24.3
Property and Equipment, net (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment, net
          
   As of 
   September 30, 2024   December 31, 2023 
Furniture and Equipment  $117   $117 
Computer Equipment   226    219 
Leasehold Improvements   2,208    2,200 
Software   250    192 
Property and Equipment, gross   2,801    2,728 
           
Less Accumulated Depreciation   (985)   (724)
Foreign Currency Translation Adjustment   (161)   (127)
Property and Equipment, net  $1,655   $1,877 
v3.24.3
Leased Right-of-Use Assets, net (Tables)
9 Months Ended
Sep. 30, 2024
Leased Right-of-use Assets Net  
Schedule of leased right of use assets
          
   As of 
   September 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   (6,637)   (5,237)
Foreign Currency Translation Adjustment   (769)   (617)
Leased Right-of-Use Assets, net  $7,391   $8,943 
v3.24.3
Film and Television Costs, net (Tables)
9 Months Ended
Sep. 30, 2024
Other Industries [Abstract]  
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   818 
Disposals   (73)
Film Amortization Expense   (176)
Foreign Currency Translation Adjustment   (6)
Film and Television Costs, net as of September 30, 2024  $1,858 
v3.24.3
Intangible Assets, net (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible asset
               
   Weighted Average Remaining Amortization   As of 
   Period   September 30, 2024   December 31, 2023 
Customer Relationships   5.7   $17,390   $17,325 
Digital Networks   13.5    803    803 
Trade Names   66.7    10,100    9,970 
Intangible Assets, gross        28,293    28,098 
                
Less: Accumulated Amortization        (5,528)   (3,794)
Foreign Currency Translation Adjustment        (1,639)   (1,311)
Intangible Assets, net       $21,126   $22,993 
Schedule of expected future intangible asset amortization
     
Fiscal Year:    
2024 (remainder of year)  $516 
2025   2,072 
2026   2,062 
2027   2,062 
2028   2,062 
Thereafter   6,792 
Total  $15,566 
v3.24.3
Stock Options (Tables)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of assumptions used
     
Exercise Price  $0.95 
Dividend Yield    % 
Volatility   92.1% 
Risk-free interest rate   4.3% 
Expected life of options   5.0 years 
Schedule of 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    4.72   $0.95 
Exercised          $ 
Forfeited/Cancelled   (259,468)      $21.08 
Expired   (5,800)      $19.90 
Outstanding at September 30, 2024   953,640    5.04   $12.75 
                
Unvested at September 30, 2024   102,499    4.35   $4.23 
Vested and exercisable at September 30, 2024   851,141    5.12   $13.77 
v3.24.3
Restricted Stock Units (Tables)
9 Months Ended
Sep. 30, 2024
Restricted Stock Units  
Schedule of RSU activity
          
   Restricted Stock Units  

Weighted-

Average Grant Date Fair Value per Share

 
Unvested at December 31, 2023   982,625   $13.42 
Granted   286,324   $1.12 
Vested   (291,449)  $1.42 
Forfeited      $ 
Unvested at September 30, 2024   977,500   $13.40 
v3.24.3
Warrants (Tables)
9 Months Ended
Sep. 30, 2024
Warrants  
Schedule of warrant activity
               
   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    4.56   $1.00 
Exercised          $ 
Expired   (26,000)      $26.88 
Forfeitures          $ 
Outstanding at September 30, 2024   6,926,952    3.45   $6.98 
                
Exercisable at September 30, 2024   6,926,952    3.45   $6.98 
Exercisable at December 31, 2023   6,852,952    4.16   $7.14 
Schedule of assumptions
     
Market Price  $0.87 
Exercise Price  $2.10 
Dividend Yield    % 
Volatility   61% 
Risk-free Interest Rate   3.98% 
Expected Life of Warrants   0.45 years 
v3.24.3
Supplemental Financial Statement Information (Tables)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of other income expense, net
                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Interest Expense (a)  $(176)  $(672)  $(625)  $(2,777)
                     
Warrant Incentive Expense (b)               (12,664)
Gain on Revaluation of Warrants (c)   3    2,797    63    8,999 
Gain (Loss) on Revaluation of Equity Investment in YFE (d)   (461)   (2,325)   (1,342)   1,102 
Realized Loss on Marketable Securities Investments (e)   (148)   (1,897)   (505)   (4,154)
Gain (Loss) on Foreign Exchange (f)   999    (637)   19    (282)
Interest Income (g)   40    95    135    563 
Loss on Early Lease Termination (h)       (232)       (232)
Finance Lease Interest Expense (i)   (20)   (48)   (74)   (152)
Other (j)   189    11    723    37 
Other Income (Expense), net  $602   $(2,236)  $(981)  $(6,783)

 

Three Months and Nine Months Ended September 30, 2024

 

  (a) Interest Expense during the three and nine months ended September 30, 2024 primarily consisted of $0.2 million and $0.6 million, respectively, primarily due to interest incurred on production facilities and bank indebtedness.
  (b) There was no warrant incentive expense in 2024.

 

  (c) The Gain on Revaluation of Warrants during the three and nine months ended September 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 nine months ended September 30, 2024, excluding the impact of foreign currency recorded separately, is a result of a decrease in YFE’s stock price as of September 30, 2024.
  (e) The Realized Loss on Marketable Securities Investments during the three and nine months ended September 30, 2024 reflects the loss that will not be recovered from the investments due to selling securities prior to maturity.
  (f) The Gain on Foreign Exchange during the three and nine months ended September 30, 2024 primarily related to the revaluation of the YFE investment, resulting in a gain of $0.8 million and $0.2 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 nine months ended September 30, 2024 primarily consisted of interest income, net of premium amortization expense, recorded for the investments in marketable securities.
  (h) There was no gain or loss on lease termination in 2024.
  (i) The Finance Lease Interest Expense during the three and nine months ended September 30, 2024 represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2024 is primarily related to late fees from select clients on a payment plan.

 

Three Months and Nine Months Ended September 30, 2023

 

  (a) Interest expense during the three and nine months ended September 30, 2023 primarily consisted of $0.2 million and $1.5 million of interest incurred on the margin loan, respectively, and $0.5 million and $1.3 million, respectively, of interest incurred on production facilities loans and bank indebtedness.
  (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.
  (c) The gain on warrant revaluation during the three months ended  September 30, 2023 is primarily related to the $2.7 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the end of the prior reporting period due to a decrease in market price. The gain on warrant revaluation during the nine months ended September 30, 2023 is primarily related to the $8.8 million change in fair value as of the end of the current reporting period of the Exchange Warrants and SEG Warrants compared to the fair value as of the issuance date due to a decrease in market price.
  (d) As accounted for using the fair value option, the gain or loss on the YFE investment revaluation, excluding the impact of foreign currency recorded separately, is a result of the increases or decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period.
  (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 loss on foreign currency exchange during the three and nine months ended September 30, 2023 primarily related to the EURO weakening against the USD when compared to the prior reporting period.
  (g) Interest Income during the three and nine months ended September 30, 2023 primarily consisted of interest income of $0.1 million and $0.4 million, net of premium amortization expense, recorded for the investments in marketable securities, respectively.
  (h) The loss on early termination of lease is due to early termination of the Lyndhurst, NJ office lease, effective August 1, 2023. The loss includes fees of $0.1 million and the write-down of assets and liabilities resulting in net, $0.1 million of loss.
  (i) The finance lease interest expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line.
  (j) Other during the three and nine months ended September 30, 2023 is primarily related to late fees from select clients on a payment plan.
v3.24.3
Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum lease payments
                                   
   2024   2025   2026   2027   2028   Thereafter   Total 
Operating Leases  $525   $1,640   $1,645   $1,415   $1,071   $3,386   $9,682 
Finance Leases   756    278    54                1,088 
Employment Contracts   1,014    1,646    222                2,882 
Consulting Contracts   1,019    2,840    769                4,628 
Debt   1,662    8,739                    10,401 
Contractual obligation  $4,976   $15,143   $2,690   $1,415   $1,071   $3,386   $28,681 
v3.24.3
Segment Reporting (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of segment information by revenues and net earnings
                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
Content Production & Distribution  $7,283   $9,075   $19,993   $32,456 
Media Advisory & Advertising Services   1,425    997    3,177    2,820 
Total Revenues  $8,708   $10,072   $23,170   $35,276 
                     
Net Loss:                    
Content Production & Distribution  $(2,395)  $(14,947)  $(14,830)  $(50,113)
Media Advisory & Advertising Services   338    (529)   (145)   (1,616)
Total Net Loss Attributable to Kartoon Studio, Inc.  $(2,057)  $(15,476)  $(14,975)  $(51,729)
Schedule of segments by geographic area
                    
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2024   2023   2024   2023 
Total Revenues:                    
United States  $5,005   $5,536   $12,490   $21,537 
Canada   1,615    2,093    3,563    7,496 
United Kingdom   1,909    2,381    6,708    5,972 
Other   179    62    409    271 
Total Revenues  $8,708   $10,072   $23,170   $35,276 
v3.24.3
Organization and Business (Details Narrative)
$ / shares in Units, $ in Millions
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 27, 2024
USD ($)
Aug. 30, 2024
USD ($)
Aug. 30, 2024
CAD ($)
Apr. 23, 2024
USD ($)
$ / shares
shares
Dec. 22, 2023
USD ($)
Mar. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Title
Episode
Channel
Client
$ / shares
Sep. 30, 2024
CAD ($)
Title
Episode
Channel
Client
Sep. 30, 2023
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Sep. 30, 2024
CAD ($)
Jun. 21, 2024
USD ($)
Mar. 31, 2024
CAD ($)
Dec. 31, 2023
USD ($)
$ / shares
shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Common stock, par value | $ / shares             $ 0.001   $ 0.001               $ 0.001
Number of share sold, value         $ 75,000,000                        
Cash             $ 4,581,000   $ 4,581,000               $ 4,095,000
Increase in cash                 486,000   $ (3,545,000)            
Net cash provided by investing activities                 7,902,000   69,418,000            
Net cash used in financing activities                 6,444,000   52,829,000            
Net cash used in operating activities                 1,127,000   20,168,000            
Proceeds from sale of marketable securities                 8,009,000   67,633,000            
Net of proceeds                 10,000,000                
Net proceeds from the Offering                 3,329,000   5,299,000            
Margin loan                 300,000                
Available-for-sale marketable securities with a fair value             4,100,000   4,100,000               12,000,000
Due to sales and maturities                 7,900,000                
Average margin loan balances             1,069,000   1,069,000               782,000
Proceeds from loan                 6,492,000   11,161,000            
Repayment of loan                 13,168,000   9,451,000            
Net loss             2,121,000 $ 15,512,000 15,108,000   51,812,000            
Accumulated deficit             733,521,000   733,521,000               718,546,000
Expenses related to non-operational warrant and stock option expense                       $ 450,000,000 $ 450,000,000        
Total stockholders' equity             42,800,000   42,800,000                
Total current assets             37,180,000   37,180,000               57,109,000
Marketable securities             4,079,000   4,079,000               11,950,000
Total current liabilities             33,700,000   33,700,000               45,640,000
Working capital             3,500,000   3,500,000               11,500,000
Public offering $ 8,000,000                                
Market value of its voting securities held by non-affiliates         $ 75,000,000                        
Revolving Demand Facility And Equipment Lease Line [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Outstanding amounts             1,200,000   1,200,000         $ 1.6      
Revolving Demand Facility [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Interest rate           2.00%                      
Maximum letters of credit           $ 700,000                   $ 1.0  
Letter of Credit [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Interest rate           2.00%                      
Maximum letters of credit           $ 200,000                      
Debt instrument, term           1 year                      
Treasury Risk Management Facility [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Outstanding amounts                                 0
Maximum letters of credit           $ 400,000                   $ 0.5  
Equipment Lease Line [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Repayment of loan   $ 100,000 $ 0.1           300,000 $ 0.4              
Outstanding amounts             600,000   600,000         $ 0.8      
Margin Loan [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Average margin loan balances             $ 1,100,000   1,100,000               $ 800,000
Proceeds from loan                 9,100,000                
Repayment of loan                 $ 8,800,000                
Interest rate                 0.60% 0.60%              
Weighted average interest rates             0.46%   0.46%         0.46%     0.98%
Interest expense             $ 11,070 $ 200,000 $ 42,131   $ 1,500,000            
Median [Member] | Margin Loan [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Average margin loan balances             $ 1,000,000   $ 1,000,000               $ 27,400,000
Registered Direct Offering [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Sale of stock, maximum authorized consideration       $ 7,000,000                          
Number of share sold, value       $ 4,000,000                          
Registered Direct Offering [Member] | Pre Funded Warrants [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Warrants to purchase | shares       100,000                          
Sale of stock, price per share | $ / shares       $ 0.99                          
Warrant per share | $ / shares       $ 0.99                          
Registered Direct Offering [Member] | Warrant Repricing Option [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Warrants | shares       4,784,909                         4,784,909
Registered Direct Offering [Member] | Warrant Repricing Option [Member] | Maximum [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Warrant per share | $ / shares       $ 2.50                         $ 2.50
Registered Direct Offering [Member] | Warrant Repricing Option [Member] | Minimum [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Warrant per share | $ / shares       $ 1.00                         $ 1.00
Registered Direct Offering [Member] | Common Stock [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Number of shares, sold | shares       3,900,000                          
Common stock, par value | $ / shares       $ 0.001                          
Sale of stock, price per share | $ / shares       $ 1.00                          
Over-Allotment Option [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Number of shares, sold | shares       3,000,000                          
Over-Allotment Option [Member] | Common Stock [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Sale of stock, price per share | $ / shares       $ 1.00                          
Wow [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Number of multi channel | Channel                 2,500 2,500              
Beacon Media Group [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Number of multi channel | Client                 20 20              
Winnie The Pooh [Member] | Maximum [Member] | The Walt Disney Company [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Revenue from contract with customer excluding assessed tax term estimated annual                             $ 6,000,000,000    
Winnie The Pooh [Member] | Minimum [Member] | The Walt Disney Company [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Revenue from contract with customer excluding assessed tax term                             80,000,000,000    
Revenue from contract with customer excluding assessed tax term estimated annual                             $ 3,000,000,000    
YFE [Member] | YFE Acquisition [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Number of titles | Title                 150 150              
Number of episodes | Episode                 3,500 3,500              
Kartoon Channel Winnie The Pooh Joint Venture [Member] | Winnie The Pooh [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Ownership percentage                             60.00%    
Ownership percentage, noncontrolling                             40.00%    
Kartoon Channel Winnie The Pooh Joint Venture [Member] | Winnie The Pooh [Member] | Catalyst Venture Partners [Member]                                  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                  
Fair value of joint venture                             $ 30,000,000    
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value $ 4,079 $ 11,950
Corporate Bond Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,035 5,908
US Agency And Government Sponsored Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,913 1,852
US Treasury Notes Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,131 $ 3,581
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,035  
Fair Value, Inputs, Level 1 [Member] | Corporate Bond Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,035  
Fair Value, Inputs, Level 1 [Member] | US Agency And Government Sponsored Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 0  
Fair Value, Inputs, Level 1 [Member] | US Treasury Notes Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 0  
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 3,044  
Fair Value, Inputs, Level 2 [Member] | Corporate Bond Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 0  
Fair Value, Inputs, Level 2 [Member] | US Agency And Government Sponsored Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value 1,913  
Fair Value, Inputs, Level 2 [Member] | US Treasury Notes Securities [Member]    
Platform Operator, Crypto Asset [Line Items]    
Total Fair Value $ 1,131  
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Product Information [Line Items]          
Allowance for credit loss $ 200,000   $ 200,000   $ 200,000
Tax credits receivable 12,929,000   12,929,000   20,714,000
Allowance for tax credit receivable 610,000   610,000   527,000
Aggregate uninsured balance 3,000,000   3,000,000   2,500,000
Investments in marketable securities $ 4,100,000   $ 4,100,000   $ 12,000,000
Four Customers [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]          
Product Information [Line Items]          
Concentration risk, percentage 77.20% 73.10%   79.30%  
Four Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Product Information [Line Items]          
Concentration risk, percentage       55.60%  
Three Customers [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]          
Product Information [Line Items]          
Concentration risk, percentage     60.20%    
Three Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Product Information [Line Items]          
Concentration risk, percentage     59.40%    
Foreign Exchange Contract [Member]          
Product Information [Line Items]          
Net liability $ 200,000   $ 200,000    
Foreign Exchange Contract [Member] | Production Services [Member]          
Product Information [Line Items]          
Realized gain (loss) $ 35,601 $ (14,890) $ 86,355 $ (40,294)  
v3.24.3
Variable Interest Entity (Details Narrative)
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Jul. 31, 2020
Creation
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Net loss $ (2,121,000) $ (15,512,000) $ (15,108,000) $ (51,812,000)  
Variable Interest Entity, Primary Beneficiary [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Net loss $ 63,552 $ 35,846 $ 132,750 $ 83,179  
Stan Lee Universe [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Number of creations | Creation         100
v3.24.3
Investment in Equity Interest (Details Narrative) - YFE Acquisition [Member] - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]        
Equity method investments, ownership percentage 44.80% 44.80%   28.69%
Equity Method Investments $ 18.0 $ 18.0    
Equity method investments, fair value net, gain (loss)   1.1    
Equity method investments, foreign currency impact, gain (loss) $ 0.8 0.2    
Equity method investments, stock price impact, gain (loss)   $ (1.3)    
Common Stock [Member]        
Schedule of Equity Method Investments [Line Items]        
[custom:EquityMethodInvestmentsShares-0]     6,857,132  
v3.24.3
Marketable Securities (Details - Investments in marketable securities) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Debt securities, available-for-sale, amortized cost $ 4,266 $ 12,838
Debt securities, available-for-sale, unrealized loss (187) (888)
Available-for-sale marketable securities with a fair value 4,079 11,950
Corporate Bond Securities [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Debt securities, available-for-sale, amortized cost 1,080 6,333
Debt securities, available-for-sale, unrealized loss (45) (425)
Available-for-sale marketable securities with a fair value 1,035 5,908
US Agency And Government Sponsored Securities [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Debt securities, available-for-sale, amortized cost 2,000 2,000
Debt securities, available-for-sale, unrealized loss (87) (148)
Available-for-sale marketable securities with a fair value 1,913 1,852
US Treasury Notes Securities [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Debt securities, available-for-sale, amortized cost 1,186 3,859
Debt securities, available-for-sale, unrealized loss (55) (278)
Available-for-sale marketable securities with a fair value $ 1,131 3,581
US Treasury Securities [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Debt securities, available-for-sale, amortized cost   646
Debt securities, available-for-sale, unrealized loss   (37)
Available-for-sale marketable securities with a fair value   $ 609
v3.24.3
Marketable Securities (Details - Contractual maturities) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Investments, All Other Investments [Abstract]    
Due within 1 year $ 0  
Due after 1 year through 5 years 4,079  
Total $ 4,079 $ 11,950
v3.24.3
Marketable Securities (Details Narrative)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Security
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Security
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Investments, All Other Investments [Abstract]          
Debt securities, available-for-sale, amortized cost $ 4,266,000   $ 4,266,000   $ 12,838,000
Investments in marketable securities $ 4,100,000   $ 4,100,000   $ 12,000,000
AFS securities, unrealized loss position | Security 5   5    
Unrealized loss position, period     12 months   12 months
Allowance for credit loss $ 0   $ 0   $ 0
Realized loss $ 100,000 $ 1,900,000 $ 505,000 $ 4,154,000  
v3.24.3
Property and Equipment, Net (Details - Property and equipment) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 2,801 $ 2,728
Less Accumulated Depreciation (985) (724)
Foreign Currency Translation Adjustment (161) (127)
Property and Equipment, net 1,655 1,877
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross 117 117
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross 226 219
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross 2,208 2,200
Software Development [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 250 $ 192
v3.24.3
Property and Equipment, net (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Aug. 02, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]            
Depreciation   $ 100 $ 100   $ 300 $ 300
Impairment charges on property and equipment   $ 0 $ 0 $ 100 0 120
Loss on lease termination $ 100       $ (0) $ (232)
v3.24.3
Leased Right-of-Use Assets, net (Details - Leased right-of-use assets) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
[custom:OperatingAndFinanceLeaseRightOfUseAssetBeforeAmortization-0] $ 14,797 $ 14,797
[custom:OperatingAndFinanceLeaseRightOfUseAssetAccumulatedAmortization-0] (6,637) (5,237)
[custom:OperatingAndFinanceLeaseRightOfUseAssetAccumulatedAmortizationForeignCurrencyTranslationAdjustment-0] (769) (617)
[custom:OperatingAndFinanceLeaseRightOfUseAsset-0] 7,391 8,943
Office Lease Assets [Member]    
Property, Plant and Equipment [Line Items]    
[custom:OperatingAndFinanceLeaseRightOfUseAssetBeforeAmortization-0] 9,437 9,437
Equipment Lease Assets [Member]    
Property, Plant and Equipment [Line Items]    
[custom:OperatingAndFinanceLeaseRightOfUseAssetBeforeAmortization-0] $ 5,360 $ 5,360
v3.24.3
Leased Right-of-Use Assets, net (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Aug. 02, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Operating leases, weighted-average lease term   76 months   76 months   83 months
Operating leases, weighted-average discount rate   11.10%   11.10%   11.10%
Operating lease costs   $ 900 $ 400 $ 1,200 $ 1,200  
Right-of-use amortization   $ 200 $ 500 1,000 1,600  
Loss on lease termination $ 100     $ (0) $ (232)  
Lyndhurst NJ [Member]            
Termination expense 100          
Loss on lease termination $ 200          
v3.24.3
Film and Television Costs, net (Details - Activity in film and television costs)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Other Industries [Abstract]  
[custom:FilmAndTelevisionCostsNet-1] $ 1,295
[custom:FilmAndTelevisionCostsNetAdditions] 818
[custom:FilmAndTelevisionCostsNetDisposals] (73)
[custom:FilmAndTelevisionCostsNetAmortizationExpensesAndImpairmentLosses] (176)
[custom:FilmAndTelevisionCostsNetForeignCurrencyTranslation] (6)
[custom:FilmAndTelevisionCostsNet-2] $ 1,858
v3.24.3
Film and Television Costs, net (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Industries [Abstract]        
Film amortization expense $ 61,672 $ 100,000 $ 200,000 $ 500,000
Film and television impairment write-downs $ 0 $ 6,200,000 $ 0 $ 6,200,000
v3.24.3
Intangible Assets, net - Components of Intangible Assets, net (Details - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Intangible Assets, Gross (Excluding Goodwill) $ 28,293 $ 28,098
Finite-Lived Intangible Assets, Accumulated Amortization (5,528) (3,794)
[custom:IntangibleAssetsForeignCurrencyTranslationAdjustment-0] (1,639) (1,311)
Intangible Assets, Net (Excluding Goodwill) $ 21,126 22,993
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible assets 5 years 8 months 12 days  
Intangible Assets, Gross (Excluding Goodwill) $ 17,390 17,325
Digital Networks [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible assets 13 years 6 months  
Intangible Assets, Gross (Excluding Goodwill) $ 803 803
Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible assets 66 years 8 months 12 days  
Intangible Assets, Gross (Excluding Goodwill) $ 10,100 $ 9,970
v3.24.3
Intangible Assets, net - Expected Future Intangible Asset Amortization (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 (remainder of year) $ 516
2025 2,072
2026 2,062
2027 2,062
2028 2,062
Thereafter 6,792
Total $ 15,566
v3.24.3
Intangible Assets, net (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]            
Amortization expense $ 500 $ 500   $ 1,500 $ 1,600  
Impairment charges 0 0 $ 100 0 120  
Impairment of intangible assets         4,000  
Impairment of intangible assets, definite lived         2,800  
Accumulated depreciation 600     600    
Impairment of intangible assets, finite lived 0 $ 0   0 4,023  
Intangible assets gross 28,293     28,293   $ 28,098
Wow [Member] | Trade Names [Member]            
Finite-Lived Intangible Assets [Line Items]            
Intangible assets gross 5,600     5,600    
Trade Names [Member]            
Finite-Lived Intangible Assets [Line Items]            
Intangible assets gross $ 10,100     $ 10,100   $ 9,970
Trade Names [Member] | Frederator [Member]            
Finite-Lived Intangible Assets [Line Items]            
Impairment of intangible assets, finite lived         $ 1,300  
v3.24.3
Deferred Revenue (Details Narrative) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Aggregate short term and long term deferred revenue $ 8.4 $ 6.6
v3.24.3
Margin Loan (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Short-Term Debt [Line Items]          
Line of credit $ 1,069,000   $ 1,069,000   $ 782,000
Proceeds from lines of credit     6,492,000 $ 11,161,000  
Repayments of lines of credit     13,168,000 9,451,000  
Margin Loan [Member]          
Short-Term Debt [Line Items]          
Line of credit $ 1,100,000   1,100,000   $ 800,000
Proceeds from lines of credit     9,100,000    
Repayments of lines of credit     $ 8,800,000    
Debt instrument on variable rate     0.60%    
Weighted average interest rates 0.46%   0.46%   0.98%
Interest expense $ 11,070 $ 200,000 $ 42,131 $ 1,500,000  
Margin Loan [Member] | Median [Member]          
Short-Term Debt [Line Items]          
Line of credit $ 1,000,000   $ 1,000,000   $ 27,400,000
v3.24.3
Bank Indebtedness and Production Facilities (Details Narrative)
$ in Millions
1 Months Ended 9 Months Ended
Aug. 30, 2024
USD ($)
Aug. 30, 2024
CAD ($)
Mar. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
CAD ($)
Sep. 30, 2024
CAD ($)
Mar. 31, 2024
CAD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CAD ($)
Line of Credit Facility [Line Items]                  
Bank indebtedness, current       $ 592,000       $ 2,905,000  
Production facilities net, current       8,739,000       15,336,000  
Revolving Demand Facility [Member]                  
Line of Credit Facility [Line Items]                  
Bank indebtedness, current       600,000   $ 0.8   2,900,000 $ 3.8
Line of credit facility, maximum borrowing capacity     $ 700,000       $ 1.0    
Debt instrument on variable rate     2.00%            
Letter of Credit [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, maximum borrowing capacity     $ 200,000            
Debt instrument, term     1 year            
Debt instrument on variable rate     2.00%            
Treasury Risk Management Facility [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, maximum borrowing capacity     $ 400,000       $ 0.5    
Line of credit               0  
Production Facilities [Member]                  
Line of Credit Facility [Line Items]                  
Production facilities net, current       8,700,000   11.8   15,300,000 20.3
Production facilities interest       $ 1,300,000   1.7   $ 1,400,000 $ 1.9
Production Facilities [Member] | Minimum [Member]                  
Line of Credit Facility [Line Items]                  
Debt instrument on variable rate       1.00% 1.00%        
Production Facilities [Member] | Maximum [Member]                  
Line of Credit Facility [Line Items]                  
Debt instrument on variable rate       1.25% 1.25%        
Equipment Lease Line [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit       $ 600,000   $ 0.8      
Payments to acquire equipment on lease $ 100,000 $ 0.1   $ 300,000 $ 0.4        
Equipment Lease Line [Member] | Minimum [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, interest rate       4.49% 4.49%        
Lessee finance lease       1 month   1 month      
Equipment Lease Line [Member] | Maximum [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, interest rate       7.18% 7.18%        
Lessee finance lease       2 months   2 months      
Equipment Lease Facility [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, maximum borrowing capacity       $ 1,000,000   $ 1.4      
Line of credit       $ 400,000   $ 0.5      
Equipment Lease Facility [Member] | Minimum [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, interest rate       7.52% 7.52%        
Lessee finance lease       14 months   14 months      
Equipment Lease Facility [Member] | Maximum [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit facility, interest rate       8.20% 8.20%        
Lessee finance lease       23 months   23 months      
Revolving Demand Facility And Equipment Lease Line [Member]                  
Line of Credit Facility [Line Items]                  
Line of credit       $ 1,200,000   $ 1.6      
v3.24.3
Stockholders’ Equity (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Class of Stock [Line Items]      
Common stock shares authorized 190,000,000   190,000,000
Common stock shares outstanding 39,555,161   35,247,744
Preferred stock shares authorized 10,000,000   10,000,000
Preferred stock par value $ 0.001   $ 0.001
Series A Preferred Stock [Member]      
Class of Stock [Line Items]      
Preferred stock shares authorized 6,000   6,000
Preferred stock par value $ 0.001   $ 0.001
Preferred stock shares outstanding 0   0
Series B Preferred Stock [Member]      
Class of Stock [Line Items]      
Preferred stock shares authorized 1   1
Preferred stock par value $ 0.001   $ 0.001
Preferred stock shares outstanding 1   1
Series C Preferred Stock [Member]      
Class of Stock [Line Items]      
Preferred stock shares authorized 50,000   50,000
Preferred stock par value $ 0.001   $ 0.001
Preferred stock shares outstanding 0   0
Treasury Stock, Common [Member]      
Class of Stock [Line Items]      
Shares of common stock withheld to cover taxes 217 8,306  
Cost of common stock withheld to cover taxes $ 252 $ 24,700  
v3.24.3
Stock Options (Details - Option pricing model assumptions) - Share-Based Payment Arrangement, Option [Member]
9 Months Ended
Sep. 30, 2024
$ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Exercise price $ 0.95
Dividend yield 0.00%
Volatility 92.10%
Risk-free interest rate 4.30%
Expected life 5 years
v3.24.3
Stock Options (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of options outstanding, beginning balance 1,183,908  
Weighted average remaining contractual life 5 years 14 days 5 years 6 months 21 days
Weighted average exercise price per share, beginning balance $ 14.96  
Number of options, granted 35,000  
Weighted average remaining contractual life, options granted 4 years 8 months 19 days  
Weighted average exercise price per share, granted $ 0.95  
Number of options, exercised 0  
Weighted average exercise price per share, exercised $ 0  
Number of options, forfeited/cancelled (259,468)  
Weighted average exercise price per share, forfeited/cancelled $ 21.08  
Number of options, expired (5,800)  
Weighted average exercise price per share, expired $ 19.90  
Number of options outstanding, ending balance 953,640 1,183,908
Weighted average exercise price per share, ending balance $ 12.75 $ 14.96
Number of options, unvested 102,499  
Weighted- average remaining contractual life, unvested 4 years 4 months 6 days  
Weighted average exercise price per share, unvested $ 4.23  
Number of options, vested and exercisable 851,141  
Weighted- average remaining contractual life, vested and exercisable 5 years 1 month 13 days  
Weighted average exercise price per share, vested and exercisable $ 13.77  
v3.24.3
Stock Options (Details Narrative) - Share-Based Payment Arrangement, Option [Member] - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
May 23, 2024
Sep. 01, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Options granted     35,000 0    
Options to purchase common stock     35,000      
Fair market value     $ 24,210      
Share-based compensation expense $ 23,804 $ 200,000 100,000 $ 900,000    
Unrecognized share-based compensation expense 48,503   48,503      
Aggregated intrinsic value $ 0   $ 0      
Employees [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares vested       55,816    
Number of value vested       $ 100,000    
Plan 2020 [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares available for issuance         5,000,000 3,000,000
Plan 2015 [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares available for issuance         216,767  
Outstanding shares granted 12,000   12,000      
v3.24.3
Restricted Stock Units (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
RSUs Outstanding shares, beginning balance | shares 982,625
Weighted- average grant date fair value per share, beginning balance | $ / shares $ 13.42
RSUs Granted | shares 286,324
Weighted- average grant date fair value per share, granted | $ / shares $ 1.12
RSUs Vested | shares (291,449)
Weighted- average grant date fair value per share, vested | $ / shares $ 1.42
RSUs Forfeited | shares 0
Weighted- average grant date fair value per share, forfeited | $ / shares $ 0
RSUs Outstanding shares, ending balance | shares 977,500
Weighted- average grant date fair value per share, ending balance | $ / shares $ 13.40
v3.24.3
Restricted Stock Units (Details Narrative) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Number of shares issued     307,417  
Restricted Stock Units (RSUs) [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
RSU's granted     286,324  
Share-based compensation expense $ 0.1 $ 0.3 $ 0.4 $ 1.2
Unvested share-based compensation $ 0.1   0.1  
Fair value shares vested     $ 0.4  
Restricted Stock Units (RSUs) [Member] | Boards Members And Consultants [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
RSU's granted     286,324 76,508
RSU's fair market value     $ 0.3 $ 0.2
v3.24.3
Warrants (Details - Warrant activity) - Warrant [Member] - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Warrants outstanding at beginning balance 6,852,952  
Weighted-average remaining contractual life 3 years 5 months 12 days 4 years 1 month 28 days
Weighted-average exercise price per share at beginning balance $ 7.14  
Warrants outstanding, granted 100,000  
Weighted-average remaining contractual life, granted 4 years 6 months 21 days  
Weighted-average exercise price per share, granted $ 1.00  
Warrants outstanding, exercised 0  
Warrants outstanding, expired (26,000)  
Weighted-average exercise price per share, expired $ 26.88  
Warrants outstanding, forfeitures 0  
Warrants outstanding at ending balance 6,926,952 6,852,952
Weighted-average exercise price per share at ending balance $ 6.98 $ 7.14
Number of warrant exercisable 6,926,952 6,852,952
Weighted-average remaining contractual life, exercisable 3 years 5 months 12 days 4 years 1 month 28 days
Weighted-average exercise price per share, exercisable $ 6.98 $ 7.14
v3.24.3
Warrants (Details - Warrant assumptions) - Warrant [Member]
9 Months Ended
Sep. 30, 2024
$ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Market price $ 0.87
Exercise Price $ 2.10
Dividend yield 0.00%
Volatility 61.00%
Risk-free interest rate 3.98%
Expected life of warrants 5 months 12 days
v3.24.3
Warrants (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2024
Apr. 23, 2024
Dec. 31, 2023
Warrant Repricing Option [Member] | Registered Direct Offering [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrants outstanding   4,784,909 4,784,909
Warrant Repricing Option [Member] | Registered Direct Offering [Member] | Maximum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrant exercise price   $ 2.50 $ 2.50
Warrant Repricing Option [Member] | Registered Direct Offering [Member] | Minimum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrant exercise price   $ 1.00 1.00
Warrant Before Repricing Option [Member] | Registered Direct Offering [Member] | Weighted Average [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrant exercise price     8.19
Warrant After Repricing Option [Member] | Registered Direct Offering [Member] | Weighted Average [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrant exercise price     $ 7.14
Warrant [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Warrants issued 89,286    
Warrants revalued amount $ 291    
Increase decrease warrant liability $ 100,000    
Warrants outstanding 6,926,952   6,852,952
Warrant exercise price $ 6.98   $ 7.14
v3.24.3
Supplemental Financial Statement Information (Details - Other Income Expense) - USD ($)
3 Months Ended 9 Months Ended
Aug. 01, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Short-Term Debt [Line Items]            
Interest Expense (a)   $ (176,000) $ (672,000) $ (625,000) $ (2,777,000)  
Warrant Incentive Expense (b)   0 0 0 (12,664,000)  
Gain on revaluation of warrants   3,000 2,797,000 63,000 8,999,000  
Gain (Loss) on Revaluation of Equity Investment in YFE (d)   (461,000) (2,325,000) (1,342,000) 1,102,000  
Realized Loss on Marketable Securities Investments (e)   (148,000) (1,897,000) (505,000) (4,154,000)  
Gain (Loss) on Foreign Exchange (f)   999,000 (637,000) 19,000 (282,000)  
Interest Income (g)   40,000 95,000 135,000 563,000  
Loss on Early Lease Termination (h)   0 (232,000) 0 (232,000)  
Finance Lease Interest Expense (i)   (20,000) (48,000) (74,000) (152,000)  
Other (j)   189,000 11,000 723,000 37,000  
Other Income (Expense), net   602,000 (2,236,000) (981,000) (6,783,000)  
Warrant incentive expense   (0) (0) 0 12,664,000  
Interest income     100,000   400,000  
Write-down of assets and liabilities $ 100,000          
Gain loss termination lease $ 100,000          
Warrant [Member] | Exchange Warrants [Member]            
Short-Term Debt [Line Items]            
Gain on revaluation of warrants     2,700,000   8,800,000  
Warrant incentive expense           $ 12,700,000
YFE Acquisition [Member]            
Short-Term Debt [Line Items]            
Gain on foreign exchange   800,000   200,000    
Bank Indebtedness [Member]            
Short-Term Debt [Line Items]            
Interest expense   200,000   600,000    
Margin Loan [Member]            
Short-Term Debt [Line Items]            
Interest expense   $ 11,070 200,000 $ 42,131 1,500,000  
Production Facilities Loans And Bank Indebtedness [Member]            
Short-Term Debt [Line Items]            
Interest expense     $ 500,000   $ 1,300,000  
v3.24.3
Income Taxes (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax benefit $ 0 $ 0 $ 0 $ 934,000
Deferred tax liability, net $ 0 $ 0 $ 0 $ 0
v3.24.3
Commitment and Contingencies (Details - Minimum lease commitments)
$ in Thousands
Sep. 30, 2024
USD ($)
Operating Leases  
2024 $ 525
2025 1,640
2026 1,645
2027 1,415
2028 1,071
Thereafter 3,386
Total 9,682
Finance Leases  
2024 756
2025 278
2026 54
2027 0
2028 0
Thereafter 0
Total 1,088
Contractual obligation  
2024 4,976
2025 15,143
2026 2,690
2027 1,415
2028 1,071
Thereafter 3,386
Total 28,681
Employment Contracts [Member]  
Finance Leases  
2024 1,014
2025 1,646
2026 222
2027 0
2028 0
Thereafter 0
Total 2,882
Consulting Contracts [Member]  
Finance Leases  
2024 1,019
2025 2,840
2026 769
2027 0
2028 0
Thereafter 0
Total 4,628
Debt [Member]  
Finance Leases  
2024 1,662
2025 8,739
2026 0
2027 0
2028 0
Thereafter 0
Total $ 10,401
v3.24.3
Commitments and Contingencies (Details Narrative)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Operating lease payments $ 2.7
Operating lease liabilities $ 7.0
v3.24.3
Related Party Transactions (Details Narrative) - Related Party [Member]
€ in Millions
3 Months Ended 9 Months Ended
Feb. 27, 2023
USD ($)
Aug. 25, 2022
Jul. 19, 2022
USD ($)
Dec. 07, 2020
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
Office
Jul. 19, 2022
EUR (€)
Related Party Transaction [Line Items]                      
Accounts receivable from related Party         $ 1,471,000   $ 1,471,000   $ 1,435,000    
Shareholder Loan Agreement [Member] | YFE [Member]                      
Related Party Transaction [Line Items]                      
Interest payable current     $ 1,500,000               € 1.3
Fixed annualized rate     5.00%                
Successive interest periods     3 months                
Accounts receivable from related Party         1,500,000   1,500,000   $ 1,400,000    
Sublease Agreement [Member] | Beverly Hills C A [Member]                      
Related Party Transaction [Line Items]                      
Number of related party lease office space | Office                   1  
Monthly sublease payments         595 $ 595 595 $ 595      
Consulting Agreement [Member]                      
Related Party Transaction [Line Items]                      
Initial fee         6,545            
Monthly fee         595            
Chief Executive Officer [Member] | Employment Agreements [Member]                      
Related Party Transaction [Line Items]                      
Executive producer fees       $ 12,500     0 300,000      
Quarterly bonus         $ 55,000 $ 55,000          
Royalties percentage   50.00%                  
Earned royalties             0 0      
Creative producer fees $ 100,000             200,000      
Creative producer paid             100,000        
Chief Executive Officer [Member] | Merchandising And Licensing Agreement [Member]                      
Related Party Transaction [Line Items]                      
Earned royalties             $ 0 $ 0      
v3.24.3
Segment Reporting (Details- Revenue and net earnings) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Total revenues $ 8,708 $ 10,072 $ 23,170 $ 35,276
Total net loss attributable to kartoon studio, inc. (2,057) (15,476) (14,975) (51,729)
Content Production Distribution [Member]        
Segment Reporting Information [Line Items]        
Total revenues 7,283 9,075 19,993 32,456
Total net loss attributable to kartoon studio, inc. (2,395) (14,947) (14,830) (50,113)
Media Advisory And Advertising Services [Member]        
Segment Reporting Information [Line Items]        
Total revenues 1,425 997 3,177 2,820
Total net loss attributable to kartoon studio, inc. $ 338 $ (529) $ (145) $ (1,616)
v3.24.3
Segment Reporting (Details- Disaggregated revenue) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total revenues $ 8,708 $ 10,072 $ 23,170 $ 35,276
UNITED STATES        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total revenues 5,005 5,536 12,490 21,537
CANADA        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total revenues 1,615 2,093 3,563 7,496
UNITED KINGDOM        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total revenues 1,909 2,381 6,708 5,972
Other Countries [Member]        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total revenues $ 179 $ 62 $ 409 $ 271
v3.24.3
Segment Reporting (Details Narrative)
9 Months Ended
Sep. 30, 2024
Segment
Segment Reporting [Abstract]  
Operating segments 2
v3.24.3
Subsequent Events (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Oct. 02, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Subsequent Event [Line Items]          
Incurred realized loss   $ (100,000) $ (1,900,000) $ (505,000) $ (4,154,000)
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Sold marketable securities $ 1,600,000        
Incurred realized loss $ 100,000        

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