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Business Combinations
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Business Combinations

3. Business Combinations

 

Overview of Acquisition

 

On August 12, 2024, the Company entered into a Membership Interest Purchase Agreement by and among the Company, GE and members of the Gebbia family, the (“Gebbia Entertainment Purchase Agreement”), pursuant to which the Company acquired all of the outstanding equity of GE for a purchase price of $1,250,000. The acquisition will be accounted for under the acquisition method of accounting for business combinations pursuant to Topic 805 which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the proposed acquisition date.

 

Allocation of Purchase Price

 

The Company was required to allocate the GE purchase price to tangible and identifiable intangible assets acquired based on their fair values as of August 12, 2024. The excess of the purchase price over those fair values is recorded as goodwill. The Company acquired intangible assets consisting of GE artist contracts, the fair value of which was $778,000 as of the acquisition date.

 

The fair value of identifiable intangible assets and goodwill was determined primarily through a Discounted Cash Flow (“DCF”) analysis, which falls under the income approach. The valuation included the projection of future cash flows from the intangible asset, discounted at a rate that reflected the company’s weighted average cost of capital and accounting for a company-specific risk premium. Additionally, a perpetuity growth rate was applied beyond the forecast period. Goodwill was calculated as the excess of the acquisition price over the fair value of separable assets, capturing anticipated synergies from the business combination.

 

The following table summarizes the Company’s allocation of the purchase price as of the date of acquisition:

 

   Estimated
Fair Value		 
Cash and cash equivalents  $127,000 
Accounts receivable   5,000 
Security deposits   10,000 
Other Intangible assets, net   778,000 
Total Assets acquired   920,000 
      
Goodwill   330,000 
Purchase price  $1,250,000 

 

Since the date of acquisition, there has been no material impact on the Company’s consolidated financial statements for the year ended December 31, 2024. Additionally, on a pro forma basis, the acquisition would not have had a material impact on the Company’s consolidated revenues or net income for the year ended December 31, 2024.