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

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations and Divestiture (Tables)

Estimated
Fair Value

Estimated Useful Lives (in years)

Customer relationships

Developed technology

Total intangible assets

Business Combinations and Divestiture (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VSL Acquisition Consideration:


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

The 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:


Allocation of VSL Acquisition Consideration**	Amount
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

**The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. All goodwill generated from the acquisition is tax deductible.

Broadbean Acquisition [Member]

Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the Broadbean Acquisition Consideration:


Preliminary Broadbean Acquisition Consideration	Amount
Cash consideration at closing	$	53,224

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


Preliminary Allocation of Broadbean Acquisition Consideration**	Amount
Cash and cash equivalents	$	3,029
Accounts receivable, net		7,910
Prepaid expenses and other current assets		1,008
Property, equipment and improvements, net		4,348
Intangible assets		27,500
Other assets		1,115
Total assets acquired		44,910
Accounts payable		1,369
Deferred revenue		10,134
Other accrued liabilities		4,565
Other non-current liabilities		7,565
Total liabilities assumed		23,633
Identifiable net assets acquired		21,277
Goodwill		31,947
Total purchase consideration	$	53,224

**The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base and to the assembled workforce.

Summary of Valuation of Intangible Assets

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

Summary of Unaudited Proforma Information

The unaudited pro forma financial information was as follows:


	Three months ended September 30,			Nine Months Ended September 30,
	2022			2022
Net revenue	$	44,986		$	130,051
Loss before provision for income taxes		(2,059	)		(23,338	)
Net loss		(3,722	)		(26,739	)

VocaliD [Member]

Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VocaliD Acquisition Consideration:


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

The 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:


Allocation of VocaliD Acquisition Consideration**	Amount
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 Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the March 2022 Acquisition Consideration:


March 2022 Acquisition Consideration	Amount
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 allocation of the March 2022 Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows:


Allocation of March 2022 Acquisition Consideration**	Amount
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: