Intangible Assets and Goodwill | Note 9 – Intangible Assets and Goodwill Intangible assets, consists of the following: Gross Net Carrying Accumulated Accumulated Carrying Amount Amortization Impairment Amount December 31, 2023: Crackle Plus content rights $ 1,708,270 $ 1,708,270 $ - $ - Crackle Plus brand value 18,807,004 12,157,467 6,649,537 - Crackle Plus partner agreements 4,005,714 3,705,285 300,429 - Distribution network 3,600,000 3,100,000 - 500,000 Locomotive contractual rights 1,206,870 886,767 - 320,103 1091 intangible assets 2,810,000 1,894,444 - 915,556 Redbox - Trade names and trademarks 82,700,000 6,628,240 52,798,000 23,273,760 Redbox - Technology 30,800,000 5,317,606 17,150,000 8,332,394 Redbox - Customer Relationships 177,700,000 16,025,417 160,103,750 1,570,833 Popcornflix brand value 7,163,943 732,789 5,406,154 1,025,000 Total definite lived intangibles 330,501,801 52,156,285 242,407,870 35,937,646 Chicken Soup for the Soul Brand 5,000,000 - 5,000,000 - Total indefinite lived intangibles 5,000,000 - 5,000,000 - Total $ 335,501,801 $ 52,156,285 $ 247,407,870 $ 35,937,646 December 31, 2022: Crackle Plus content rights $ 1,708,270 $ 1,708,270 $ — $ — Crackle Plus brand value 18,807,004 9,739,341 — 9,067,663 Crackle Plus partner agreements 4,005,714 2,904,143 — 1,101,571 Distribution network 3,600,000 1,900,000 — 1,700,000 Locomotive contractual rights 1,206,870 484,477 — 722,393 1091 intangible assets 2,810,000 861,111 — 1,948,889 Redbox - Trade names and trademarks 82,700,000 2,067,500 — 80,632,500 Redbox - Technology 30,800,000 1,650,000 — 29,150,000 Redbox - Customer Relationships 177,700,000 5,261,250 — 172,438,750 Popcornflix brand value 7,163,943 — 3,500,000 3,663,943 Total definite lived intangibles 330,501,801 26,576,092 3,500,000 300,425,709 Chicken Soup for the Soul Brand 5,000,000 — — 5,000,000 Total indefinite lived intangibles 5,000,000 — — 5,000,000 Total $ 335,501,801 $ 26,576,092 $ 3,500,000 $ 305,425,709 Amortization expense was $25.6 million and $15.1 million for the years ended December 31, 2023, and 2022, respectively. As of December 31, 2023 amortization expense for the next 5 years is expected be: 2024 $ 6,008,065 2025 4,157,686 2026 3,429,631 2027 3,429,631 2028 3,173,381 Beyond 15,739,252 Total $ 35,937,646 Total goodwill on the Consolidated Balance Sheets was $120.5 million and $260.7 million as of December 31, 2023 and December 31, 2022, respectively. Changes in the carrying amount of goodwill by reporting units for the years ended December 31, 2023 and 2022 were as follows: December 31, 2023 Digital Distribution & Production Retail Beginning balance $ 155,069,845 $ 26,552,214 $ 79,125,998 Adjustments — — (3,352,082) Accumulated impairment losses (61,128,000) — (75,773,916) Total $ 93,941,845 $ 26,552,214 $ — December 31, 2022 Digital Distribution & Production Retail Beginning balance $ 18,911,027 $ 21,075,503 $ — Acquisitions 136,158,818 5,476,711 79,125,998 Total $ 155,069,845 $ 26,552,214 $ 79,125,998 Goodwill and Intangible Asset Impairment As part of the Company finalizing its valuation of Redbox during 2023, $136.2 million of the $215.3 million of goodwill was allocated to Online Networks reporting unit which was renamed Digital reporting unit in 2023. The residual $79.1 million remained in the Redbox reporting unit which was renamed Retail reporting unit. Goodwill relating to the Company’s three reporting units and other intangible assets with indefinite lives are reviewed for impairment on an annual basis at December 31, 2023, or more frequently if events or circumstances indicate the carrying amount may not be recoverable. For annual impairment tests at December 31, 2023, the Company performs a qualitative or quantitative assessment, as required, for its reporting units and the indefinite lived intangibles. At September 30, 2023, the Company undertook and interim test of its goodwill across its reporting units due to operating results not meeting management’s expectations, particularly Redbox’s kiosk rentals. The Company performed a qualitative and quantitative assessment, as required, for its reporting units goodwill. The Company utilized a discounted cash flow method that estimates the free cash flow available to both debt and equity investors to determine the enterprise value of the reporting units based on Level 3 inputs. The analysis for the Distribution & Production reporting unit indicated that there was no impairment condition. The analysis for the Digital and Retail reporting units indicated an impairment condition existed. As such, the Company evaluated the recoverability of the long-lived assets associated with the reporting units and determined that there was an intangible impairment of $243.9 million across certain intangibles and an and a goodwill impairment of $136.9 million across the Digital and Retail reporting units. At December 31, 2023, the Company qualitatively determined there was no impairment condition related to its goodwill. A sustained deterioration in business further, including our inability to consummate additional financings under our strategic initiatives discussed elsewhere, could result in additional impairments in the future, which could have a material adverse effect on our business, financial condition and results of operations. For our 2022 assessment, the Company performed a qualitative assessment of its CSS indefinite lived brand intangible and determined it was not impaired. The Company weighed the relative impact of market-specific and macroeconomic factors, as well as factors specific to the indefinite lived asset. Based on the qualitative assessments, the Company concluded that the fair value of the indefinite lived intangible asset is greater than its carrying value, and therefore, performing a quantitative test was unnecessary. The Company performed a quantitative test on its Popcornflix indefinite lived intangible at December 31, 2022, the Company recognized an impairment In 2022, the Company performed a quantitative assessment of the Distribution & Production reporting unit. The Company weighed the relative impact of market-specific and macroeconomic factors, as well as factors specific to the reporting unit. Based on the quantitative assessment, the Company concluded that the fair value of the reporting unit is greater than its carrying value therefore there was no impairment. The Company performed a qualitative and quantitative test for its Online Networks reporting unit. The Online Networks reporting unit had a negative equity value as of December 31, 2022 and therefore was not deemed to be impaired, as the reporting unit’s fair value exceeds the carrying value. |