Veritone, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Fair Value of Purchase Price Consideration

The following table summarizes the fair value of purchase price consideration to acquire Performance Bridge:

Acquisition consideration	Amount
Cash consideration at closing	$	1,220
Equity consideration at closing		3,938
Working capital adjustment		34
Contingent earnout		3,770
Total	$	8,962

Summary of Preliminary and Final Purchase Price Allocations

The preliminary and final allocations of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination regarding deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on its determination of the value of the deferred tax liability.

Purchase price allocation	Preliminary			Final
Cash	$	2,283		$	2,283
Accounts receivable		3,551			3,551
Prepaid and other current assets		23			23
Property and equipment		43			43
Intangible assets		5,800			5,800
Accounts payable		(1,402	)		(1,402	)
Accrued expenses and other current liabilities		(4,337	)		(4,337	)
Accrued compensation		(42	)		(42	)
Deferred tax liability		-			(1,317	)
Identifiable net assets acquired	$	5,919		$	4,602
Goodwill		3,043			4,360
Total purchase price	$	8,962		$	8,962

Summary of Details of Acquired Intangible Assets

The following table presents details of the acquired intangible assets of Performance Bridge:

	Estimated Useful Life (in years)		Fair Value
Customer relationships		5.0	$	5,100
Noncompete agreement		4.0		700
Total intangible assets			$	5,800

Wazee Digital Inc [Member]

Summary of Fair Value of Purchase Price Consideration

The following table summarizes the fair value of purchase price consideration to acquire Wazee Digital:

Acquisition consideration	Amount
Cash consideration at closing	$	7,423
Equity consideration at closing		5,129
Total	$	12,552

Summary of Preliminary and Final Purchase Price Allocations

The preliminary and final allocations of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting are presented in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition.

Purchase price allocation	Preliminary			Final
Cash	$	975		$	975
Accounts receivable		2,396			2,396
Prepaid and other current assets		376			376
Property and equipment		292			292
Intangible assets		13,300			13,300
Accounts payable		(825	)		(825	)
Accrued expenses and other current liabilities		(3,639	)		(3,516	)
Accrued compensation		(850	)		(850	)
Other long-term liabilities		(700	)		(700	)
Identifiable net assets acquired	$	11,325		$	11,448
Goodwill		1,227			1,104
Total purchase price	$	12,552		$	12,552

Summary of Details of Acquired Intangible Assets

The following table presents details of the acquired intangible assets of Wazee Digital:

	Estimated Useful Life (in years)		Fair Value
Developed technology		5.0	$	9,100
Customer relationships		5.0		4,200
Total intangible assets			$	13,300

Summary of Unaudited Pro Forma Combined Financial Information

The following table presents unaudited pro forma combined financial information for the year ended December 31, 2018, as if the acquisition of Wazee Digital had occurred at the beginning of that year:

	Year Ended
	December 31,
	2018
Net revenue - pro forma combined	$	39,196
Net loss - pro forma combined		(62,086	)

Summary of Adjustments Included in Unaudited Pro Forma Combined Net Revenues

The following adjustments were included in the unaudited pro forma combined net revenues:

	Year Ended
	December 31,
	2018
Net revenue	$	27,047
Add: Net revenue - acquired business		12,149
Net revenue - pro forma combined	$	39,196

Summary of Unaudited Adjustments Included in Unaudited Pro Forma Combined Net Loss

The following unaudited adjustments were included in the unaudited pro forma combined net loss:

	Year Ended
	December 31,
	2018
Net loss	$	(61,104	)
Add: Results of operations - acquired business		570
Less: Pro forma adjustments
Depreciation and amortization		1,552
Net loss - pro forma combined	$	(62,086	)

Net loss per share - pro forma combined:
Basic and diluted	$	(3.35	)

Shares used to compute net loss per share - pro forma combined:
Basic and diluted		18,515

Machine Box, Inc. [Member]

Summary of Fair Value of Purchase Price Consideration

The following table summarizes the fair value of purchase price consideration to acquire Machine Box:

Acquisition consideration	Amount
Cash consideration at closing	$	423
Equity consideration at closing		1,061
Total	$	1,484

Summary of Preliminary and Final Purchase Price Allocations

The preliminary and final allocations of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination of deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on the determination of the value of the deferred tax liability.

Purchase price allocation	Preliminary			Final
Cash	$	25		$	25
Intangible assets		700			700
Accrued expenses		(375	)		(375	)
Deferred tax liability		-			(172	)
Identifiable net assets acquired	$	350		$	178
Goodwill		1,134			1,306
Total purchase price	$	1,484		$	1,484

Summary of Details of Acquired Intangible Assets

The following table presents details of the acquired intangible assets of Machine Box:

	Estimated Useful Life (in years)		Fair Value
Developed technology		5.0	$	500
Trademarks and tradenames		2.3		100
Noncompete agreement		3.0		100
Total intangible assets			$	700