3. Business Combination
|9 Months Ended|
Sep. 30, 2014
|Business Combinations [Abstract]|
On November 15, 2013, the Company entered into the Merger Agreement with A Squared and Acquisition Sub. Upon closing of the Merger, which occurred concurrently with entering into the Merger Agreement, our Acquisition Sub merged with and into A Squared, and A Squared, as the surviving entity, became a wholly-owned subsidiary of the Company. As a result of the Merger, the Company acquired the business and operations of A Squared.
Immediately following the Merger, the Companys pre-Merger shareholders and option holders owned approximately 50% of the Companys common stock on a fully-diluted basis, and former A Squared members directly and indirectly owned approximately 50% of the Companys common stock on a fully diluted basis.
Pursuant to the terms and conditions of the Merger:
Although the transaction has been structured as a merger of equals, the merger will be treated as a business combination for accounting purposes. The audited financial statements have been prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Genius Brands is the deemed accounting acquirer, and A Squared is the deemed accounting acquiree based on the following factors: the transfer of the Companys equity as consideration for the merger, the relative size of the pre-merger assets and revenue bases with the Company holding a significantly larger asset and revenue base as compared to A Squared, and the fact that the Company paid a premium over the pre-combination fair value of A Squared.
Purchase Price Allocation
The following table summarizes the final purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the Merger:
Included in the consolidated statement of operations for three and nine months ended September 30, 2014 are revenues of $27,998 and $125,273, respectively, and net loss of $136,031 and $719,411, respectively, attributed to A Squared from the date of acquisition.
The table below presents the proforma revenue and net loss for the three and nine months ended September 30, 2014 and 2013, assuming the Merger had occurred on January 1, 2013, pursuant to ASC 805-10-50. This proforma information does not purport to represent what the actual results of operations of the Company would have been had Merger occurred on this date nor does it purport to predict the results of operations for future periods.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
Reference 1: http://www.xbrl.org/2003/role/presentationRef