Acquisitions (Tables)
|
9 Months Ended |
Sep. 30, 2022 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Total purchase price consideration paid |
| Total purchase price consideration paid |
|
|
|
|
| |
|
Amount |
|
| SPA cash consideration at closing |
|
$ |
3,500 |
|
| APA cash consideration at closing |
|
|
300 |
|
| Net working capital adjustment |
|
|
269 |
|
| Total |
|
$ |
4,069 |
|
|
| Assets acquired and liabilities assumed |
| Assets acquired and liabilities assumed |
|
|
|
|
| Cash |
|
$ |
176 |
|
| Accounts Receivable |
|
|
238 |
|
| Prepaids Expenses |
|
|
25 |
|
| Trade Name |
|
|
23 |
|
| Digital Network |
|
|
2,804 |
|
| Technology |
|
|
300 |
|
| Goodwill |
|
|
673 |
|
| Accounts Payable and Accrued Expenses |
|
|
(140 |
) |
| Tax Liability |
|
|
(30 |
) |
| Total Consideration |
|
$ |
4,069 |
|
|
| Schedule of total purchase price consideration paid |
| Schedule of total purchase price consideration paid |
|
|
|
|
| |
|
Amount |
|
| Cash |
|
$ |
38,310 |
|
| Genius Common Stock Issued |
|
|
10,832 |
|
| Shares Issued Exchangeable for Genius Common Stock |
|
|
722 |
|
| Stock Option Value of Replacement Options- Pre-Combination Vested Options |
|
|
1,213 |
|
| Severance Payments |
|
|
1,044 |
|
| Bonuses |
|
|
529 |
|
| Total |
|
$ |
52,650 |
|
|
| Schedule of fair value of the assets acquired and the liabilities assumed |
| Schedule of fair value of the assets acquired and the liabilities assumed |
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,573 |
|
| Accounts Receivable |
|
|
34,237 |
|
| Other Receivables |
|
|
78 |
|
| Prepaid Expenses and Other |
|
|
1,245 |
|
| Property and Equipment |
|
|
1,936 |
|
| ROU Assets |
|
|
10,311 |
|
| IP (In-Process) |
|
|
4,600 |
|
| IP (Proprietary Productions) |
|
|
5,684 |
|
| Tradename |
|
|
7,631 |
|
| Customer Relationships |
|
|
16,064 |
|
| Networks and Platforms |
|
|
803 |
|
| Goodwill |
|
|
21,399 |
|
| 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 |
|
|
(60 |
) |
| Total Consideration |
|
$ |
52,650 |
|
|
| Supplemental pro forma information |
| Supplemental pro forma information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
Genius Brands Consolidated
(including Wow and Ameba results)
|
|
|
Wow |
|
|
Ameba |
|
| |
|
September 30,
2022
|
|
|
September 30,
2021
|
|
|
September
30, 2021(1) |
|
|
September 30,
2021
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total Revenues |
|
$ |
19,679 |
|
|
$ |
18,091 |
|
|
$ |
16,033 |
|
|
$ |
186 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (Loss) |
|
$ |
(11,218 |
) |
|
$ |
(8,338 |
) |
|
$ |
833 |
|
|
$ |
82 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Share of Common Stock (Basic and Diluted) |
|
$ |
(0.04 |
) |
|
$ |
(0.03 |
) |
|
$ |
– |
|
|
$ |
– |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding (Basic and Diluted) |
|
|
317,282,770 |
|
|
|
300,321,658 |
|
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine months Ended |
|
| |
|
Genius Brands Consolidated (including Wow and Ameba results)
|
|
|
Wow |
|
|
Ameba |
|
|
Wow |
|
|
Ameba |
|
| |
|
September 30, 2022 |
|
|
September 30, 2021 |
|
|
September 30, 2022(1) |
|
|
September 30, 2022 |
|
|
September 30, 2021(1) |
|
|
September 30, 2021 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Revenues |
|
$ |
61,346 |
|
|
$ |
48,927 |
|
|
$ |
53,242 |
|
|
$ |
1,274 |
|
|
$ |
43,130 |
|
|
$ |
519 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (Loss) |
|
$ |
(28,144 |
) |
|
$ |
(90,388 |
) |
|
$ |
158 |
|
|
$ |
(22 |
) |
|
$ |
2,272 |
|
|
$ |
247 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss per Share of Common Stock (Basic and Diluted) |
|
$ |
(0.09 |
) |
|
$ |
(0.31 |
) |
|
$ |
– |
|
|
$ |
– |
|
|
$ |
– |
|
|
$ |
– |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding (Basic and Diluted) |
|
|
312,243,439 |
|
|
|
296,001,742 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
(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.
|