Veritone, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

Estimated
Fair Value

Estimated Useful Lives (in years)

Influencer network

Trade name

Brand relationships

Total intangible assets

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Preliminary Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands):


VSL Acquisition Consideration	Preliminary
Cash consideration at closing	$	1,700
Deferred consideration		252
Total	$	1,952

The preliminary allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):j


Preliminary allocation of VSL Acquisition Consideration**	Preliminary
Accounts receivable, net	$	57
Property, equipment and improvements, net		13
Intangible assets		1,500
Total assets acquired		1,570
Accrued expenses and other current liabilities		32
Total liabilities assumed		32
Identifiable net assets acquired		1,538
Goodwill		414
Total purchase consideration	$	1,952

VocaliD [Member]

Summary of Preliminary Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands):


VocaliD Acquisition Consideration	Preliminary
Cash consideration at closing	$	1,609
Deferred consideration		1,785
Net working capital adjustment		(10	)
Total	$	3,384

The preliminary allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):


Preliminary allocation of VocaliD Acquisition Consideration**	Preliminary
Cash	$	216
Intangible assets		2,700
Total assets acquired		2,916
Accounts payable		6
Accrued expenses and other current liabilities		33
Deferred tax liability		663
Total liabilities assumed		702
Identifiable net assets acquired		2,214
Goodwill		1,170
Total purchase consideration	$	3,384

March 2022 Acquisition [Member]

Summary of Preliminary Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the March Acquisition Consideration (in thousands):


March Acquisition Consideration	Preliminary
Cash consideration at closing	$	1,500
Equity consideration at closing		1,929
Deferred consideration		2,707
Acquired cash		684
Settlement of pre-existing receivable		(976	)
Net working capital adjustment		37
Total	$	5,881

The preliminary allocation of the March Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):


Preliminary allocation of March Acquisition Consideration**	Preliminary
Cash	$	715
Accounts receivable		1,088
Prepaid and other current assets		120
Property and equipment		53
Intangible assets		2,700
Other assets		247
Total assets acquired		4,923
Accounts payable		18
Accrued expenses and other current liabilities		1,788
Operating lease liabilities, non-current		140
Total liabilities assumed		1,946
Identifiable net assets acquired		2,977
Goodwill		2,904
Total purchase consideration	$	5,881

Summary of Valuation of Intangible Assets

The valuation of the intangible assets acquired along with their estimated useful lives, is as follows (in thousands):

Pandologic Ltd [Member]

Summary of Preliminary Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the Merger Consideration (in thousands):


Merger Consideration	Amount
Cash consideration at closing	$	58,733
Equity consideration at closing		31,500
Contingent earnout		39,512
Net working capital adjustment		5,818
Total	$	135,563

The allocation of the Merger Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):


Allocation of Merger Consideration**	Amount
Cash	$	11,581
Accounts receivable		21,344
Prepaid and other current assets		8,710
Property and equipment		618
Intangible assets		92,000
Other assets		1,653
Total assets acquired		135,906
Accounts payable		13,183
Accrued expenses and other current liabilities		9,443
Deferred tax liability		12,686
Total liabilities assumed		35,312
Identifiable net assets acquired		100,594
Goodwill		34,969
Total purchase consideration	$	135,563

Summary of Valuation of Intangible Assets

The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands):


	Estimated Fair Value		Estimated Useful Lives (in years)
Customer relationships	$	70,000	5 - 7
Developed technology		20,000	4
Trade name		2,000	5
Total intangible assets	$	92,000

Summary of Unaudited Proforma Information

The unaudited pro forma financial information was as follows (in thousands):


	Three Months Ended September 30,			Nine Months Ended September 30,
	2021			2021
Net revenue	$	35,488		$	92,980
Loss before provision for income taxes		(10,574	)		(60,652	)
Net loss		(9,886	)		(57,165	)