INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS In March 2019, the Company entered into an agreement to facilitate the Le Mans Esports Series as part of a joint venture with Automobile Club de l’Ouest (“ACO”), the organizer of the 24 Hours of Le Mans endurance race. Through the Company’s ownership interest in this joint venture, which was increased to 51 45 video gaming license In 2021, the Company also acquired intangible assets comprising the KartKraft computer video game as well as software, tradename and non-compete agreements related to its acquisition of 100 In October 2023, the Company sold its NASCAR License to iRacing.com Motorsport Simulations, LLC (“iRacing”). As consideration for such sale and assignment of the NASCAR License and all rights related thereto (“the Assignment”), iRacing paid the Company $ 5.0 0.5 0.5 3.0 Impairment – Year Ended December 31, 2023 The Company completed interim impairment assessments for its indefinite-lived intangible assets and long-lived assets, which include the Company’s finite-lived intangible assets, for the three-month period ended June 30, 2023, following the identification of triggering events. The primary trigger for the impairment review for the interim period ended June 30, 2023 was the Company’s decision to explore strategic alternatives, including, but not limited to, the sale or licensing of the Company’s assets (the “Strategic Initiatives”), and that failure to consummate any such transaction would likely result in the Company being unable to comply with certain requirements of certain of its video game licenses. The Company’s interim impairment assessment as of June 30, 2023 related to its indefinite lived assets, which primarily consisted of the Company’s Le Mans Esports License, was performed using a qualitative assessment. Based on this assessment, the Company concluded that it was more likely than not that the fair value of the Le Mans Esports License asset was greater than its carrying value as of June 30, 2023. For the Company’s long-lived asset impairment assessment as of June 30, 2023, the Company compared the estimated undiscounted future cash flows generated by the gaming segment asset group to the carrying amount of the asset group and determined that the undiscounted cash flows were less than the asset group’s carrying value on a held and used basis. Therefore, the Company estimated the fair value of the asset group and determined that the fair value of the asset group was less than its carrying value, which indicated impairment. The fair value of the asset group was determined using the present value of cash flows expected to be generated by market participants, discounted at a weighted average cost of capital. As a result, the Company determined the fair value of certain licensing agreements, software and non-compete agreements within the asset group were lower than their respective carrying values and recorded an impairment loss within the Gaming segment of approximately $ 4.0 The Company determined the fair value of the finite-lived intangible assets subject to assessment using either a discounted cash flow valuation model or a cost to recreate valuation model, depending on the nature of the asset. The impairment loss recognized during the interim period ended June 30, 2023 was primarily driven by a reduction in expected future revenues primarily related to the Strategic Initiatives, including changes to the Company’s product roadmap, as well as changes to the discount rates applied and assumptions used in the valuation models. As of December 31, 2023, the Company performed its annual indefinite-lived asset impairment review using a quantitative impairment assessment for its indefinite-lived intangible asset which primarily consisted of the Company’s Le Mans Esports License reported in the esports segment. The Company determined the fair value of its the Le Mans Esports License using a discounted cash flow valuation model. The principal assumptions used in the discounted cash flow valuation model used to value the Le Mans Esports License were forecasted revenues and weighted average cost of capital. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods. This quantitative assessment indicated no impairment related to the Le Mans Esports License as of December 31, 2023. For the Company’s long-lived asset impairment assessment as of December 31, 2023, the Company compared the estimated undiscounted future cash flows generated by the asset group to the carrying amount of the asset group and determined that the undiscounted cash flows were less than the asset group’s carrying value on a held and used basis. Therefore, the Company estimated the fair value of the asset group and determined that the fair value of the asset group exceeded its carrying value, which indicated no impairment. The fair value of the asset group was determined using the present value of cash flows expected to be generated by market participants, discounted at a weighted average cost of capital. Impairment – Year Ended December 31, 2022 The Company completed interim impairment assessments for its indefinite- and finite-lived intangible assets for the interim periods ended March 31, 2022 and June 30, 2022, following the identification of triggering events, in addition to its annual impairment assessment performed as of December 31, 2022. As a result of these assessments, the Company determined the carrying value of its rFactor 2 tradename, Le Mans Gaming License and rFactor 2 software technology exceeded their respective fair values, recognizing impairment losses of $ 2.1 1.1 1.3 0.1 0.2 For the three months ended March 31, 2022 interim impairment review, the primary triggers were changes made to the Company’s product roadmap in the first quarter of the fiscal year ending December 31, 2022, which resulted in changes to the scope and timing of certain product releases, as well as changes in the value of the Company’s market capitalization which had reduced significantly since December 31, 2021. These changes were made by the Company to better align the product roadmap with the Company’s ability to produce and release high quality games. For the three months ended June 30, 2022 interim impairment review, the primary triggers were the ongoing reduction in the Company’s share price, the receipt of a deficiency letter notice from NASDAQ and the Company’s ongoing uncertain liquidity position. No indicators of impairment were identified as of September 30, 2022. The interim period impairment assessments indicated that the carrying value of the rFactor 2 trade name and Le Mans Gaming License indefinite-lived intangible assets, as well as its rFactor 2 finite-lived technology, were lower than their respective carrying values. As of December 31, 2022, the Company performed its annual indefinite-lived and finite-lived intangible asset impairment reviews, electing to bypass the optional qualitative assessment and performed quantitative impairment assessments for all of its indefinite-lived and finite-lived intangible assets. The Company determined the fair value of its indefinite-lived intangible assets using a relief-from-royalty method for the trade name, a discounted cash flow valuation model for the Le Mans Gaming License and a cost to recreate valuation model for the finite-lived technology intangible asset. For all impairment assessments performed, the impairment loss for indefinite- and finite-lived intangible assets was primarily driven by a reduction in expected future revenues, following changes to the Company’s product roadmap, as well as changes to the discount rates applied, royalty rates and technological obsolescence assumptions used in the valuation models. The principal assumptions used in each of the relief-from-royalty method assessments used to determine the fair value of the rFactor 2 trade name consisted of forecasted revenues, royalty rate and weighted average cost of capital (i.e., the discount rate), while the principal assumptions used in each of the discounted cash flow valuation models used to value the Le Mans Gaming License were forecasted revenues and weighted average cost of capital. The principal assumptions used determining the fair value of the finite-lived technology intangible asset were number of production hours, cost per hour and technological obsolescence. The Company considers these assumptions to be judgmental and subject to risk and uncertainty, which could result in further changes in subsequent periods. The impairment loss is presented as impairment of intangible assets in the consolidated statements of operations. The following is a summary of intangible assets as of December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS Licensing Licensing Agreements (Indefinite) Software (Finite) Distribution Contracts (Finite) Trade Non-Compete Accumulated Amortization Total Balance as of January 1, 2022 $ 7,198,363 $ 2,810,000 $ 10,364,541 $ 560,000 $ 2,672,581 $ 257,530 $ (3,377,206 ) $ 20,485,809 Impairment - (1,107,054 ) (1,320,993 ) - (2,400,431 ) - - (4,828,478 ) Amortization - - - - - - (1,728,955 ) (1,728,955 ) Foreign currency translation adjustment - (156,301 ) (386,706 ) - (59,965 ) (14,287 ) 49,113 (568,146 ) Balance as of December 31, 2022 7,198,363 1,546,645 8,656,842 560,000 212,185 243,243 (5,057,048 ) 13,360,230 Purchase of intangible assets 757,500 - - - - - - 757,500 Impairment (3,600,720 ) - (487,648 ) - - (64,927 ) 148,668 (4,004,627 ) Disposal of intangible assets (3,446,613 ) - - - - - 1,157,342 (2,289,271 ) Amortization - - - - - - (1,892,466 ) (1,892,466 ) Foreign currency translation adjustment (2,364 ) (51,130 ) (53,257 ) - 11,009 1,950 (41,767 ) (135,559 ) Balance as of December 31, 2023 $ 906,166 $ 1,495,515 $ 8,115,937 $ 560,000 $ 223,194 $ 180,266 $ (5,685,271 ) $ 5,795,807 Weighted average remaining amortization period at December 31, 2023 1.0 - 3.3 - - - - - Accumulated amortization of intangible assets consists of the following: SCHEDULE OF ACCUMULATED AMORTIZATION OF INTANGIBLE ASSETS Licensing Agreements Software Distribution Contracts Non-Compete Agreement Accumulated Amortization Balance as of January 1, 2022 $ 912,260 $ 1,843,716 $ 560,000 $ 61,230 $ 3,377,206 Amortization expense 233,750 1,416,273 - 78,933 1,728,956 Foreign currency translation adjustment - (47,854 ) - (1,260 ) (49,114 ) Balance as of December 31, 2022 1,146,010 3,212,135 560,000 138,903 5,057,048 Amortization expense 463,439 1,387,664 - 41,363 1,892,466 Impairment (148,668) - - - (148,668) Disposals (1,157,342) - - - (1,157,342) Foreign currency translation adjustment (4,901 ) 46,668 - - 41,767 Balance as of December 31, 2023 $ 298,538 $ 4,646,467 $ 560,000 $ 180,266 $ 5,685,271 Estimated aggregate amortization expense of intangible assets for the next five years and thereafter, excluding future amortization on non-amortizing finite-lived intangible assets of $ 1.7 SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS For the Years Ending December 31, Total 2024 $ 2,059,284 2025 870,962 2026 870,962 2027 98,593 2028 30,711 Thereafter 146,587 Estimated aggregate amortization expense $ 4,077,099 |