XML 77 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Summary of purchase price consideration paid The following table summarizes the consideration paid, including the NWC Adjustment (in thousands):
Amount
SPA cash consideration at closing$3,500 
APA cash consideration at closing300 
Net working capital adjustment269 
Total$4,069 
The following table summarizes the consideration paid (in thousands):

Amount
Cash$38,310 
Genius Common Stock Issued10,832 
Shares Issued Exchangeable for Genius Common Stock722 
Stock Option Value of Replacement Options- Pre- Combination Vested Options1,214 
Severance Payments 1,044 
Bonuses529 
Total$52,651 
Summary of assets acquired and liabilities assumed
The Company has completed and finalized the purchase price allocation as of December 31, 2022 and recorded the respective fair values of assets acquired and liabilities assumed on January 13, 2022 as follows (in thousands):
Cash$176 
Accounts Receivable239 
Prepaid Expenses25 
Trade Name24 
Digital Networks2,804 
Technology300 
Goodwill672 
Accounts Payable and Accrued Expenses(140)
Tax Liability(31)
Total Consideration$4,069 
The Company has completed and finalized the purchase price allocation as of December 31, 2022 and recorded the respective fair values of assets acquired and liabilities assumed on April 6, 2022 as follows (in thousands):


Cash and cash equivalents$2,573 
Accounts Receivable34,237 
Other Receivable78 
Prepaid Expenses and Other1,245 
Property and Equipment1,936 
ROU Assets10,311 
IP (Productions in Progress)4,600 
IP (Completed Productions)5,684 
Tradename7,630 
Customer Relationships16,064 
Networks and Platforms803 
Goodwill21,398 
Accounts Payable (1,547)
Participations Payable(1,380)
Bank Debt(1,475)
Accrued Liabilities(3,825)
Interim Production Facilities(16,930)
Deferred Revenue(18,080)
Lease Liabilities(10,614)
Other Liabilities(57)
Total Consideration
$52,651 
Supplemental pro forma information The following supplemental unaudited pro forma information summarizes the Company’s results of operations as if the acquisitions were completed at the beginning of the periods presented (in thousands, except for share and per share data):
Year EndedPartial Period Pre-AcquisitionYear Ended
Genius Brands Consolidated (inc. WOW and Ameba Pre-Acquisition Results)Wow Pre-AcquisitionAmeba Pre-AcquisitionWow Pre-AcquisitionAmeba Pre-Acquisition
December 31, 2022(1)
December 31, 2021
January 1- March 31, 2022
January 1-16, 2022
December 31, 2021(1)
December 31, 2021
Total Revenues$80,404 $72,641 $18,076 $28 $64,010 $758 
Net Loss Attributable to Genius Brands International, Inc.$(44,617)$(123,370)$1,011 $(32)$2,542 $380 
Net Loss per Share of Common Stock (Basic and Diluted)$(1.42)$(4.15)
Weighted Average Shares Outstanding (Basic and Diluted)31,388,27729,751,337

(1) The unaudited historical financial statements of Wow are not adjusted for conversion to U.S. GAAP from International Financial Reporting Standards, as the adjustments are immaterial to the periods presented.