8-K
SOUNDHOUND AI, INC. (SOUN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May9, 2024
SOUNDHOUND AI, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40193 | 85-1286799 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 5400 Betsy Ross Drive<br><br> <br>Santa Clara, CA | 95054 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 441-3200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| --- | --- | --- |
| Class A Common Stock, $0.0001 par value per share | SOUN | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment | SOUNW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2024, SoundHound AI, Inc. (the “Company”) issued a press release announcing financial results and operational highlights for the first quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K. The Company is also furnishing as Exhibit 99.2 to this current report on Form 8-K the consolidated balance sheets of the Company as of March 31, 2024, and the related consolidated statements of operations and comprehensive loss and consolidated statements of cash flows for the period ended March 31, 2024.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated May 9, 2024 |
| 99.2 | Financial Statements for the period ended March 31, 2024 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SoundHound AI, Inc. | ||
|---|---|---|
| Dated: May 9, 2024 | By: | /s/ Keyvan Mohajer |
| Name: | Keyvan Mohajer | |
| Title: | Chief Executive Officer |
Exhibit 99.1
SoundHound AI Reports 73% Q1 RevenueGrowth to $11.6 Million; First Quarter Closes With $226 Million in Cash
Company Raises Full Year Revenue Outlook
SANTA CLARA, Calif.--(BUSINESS WIRE)--SoundHound AI, Inc. (Nasdaq: SOUN), a global leader in voice artificial intelligence, today reported its financial results for the first quarter 2024.
“Our first quarter sets the tonefor 2024 as another year of strong growth for SoundHound. Voice AI is fast becoming a must-have tool for customer service, and that’sreflected in the demand we’re seeing for subscriptions,” said Keyvan Mohajer, CEO and Co-Founder of SoundHound AI. “Asan AI company, we combine our 20+ years of technology innovation and billions of customer interactions to create the best voice AI technologyon the market. Across automotive and customer service, global brands are increasingly looking to us to provide an exceptional experience”
First Quarter Financial Highlights
| ● | Reported revenue was $11.6 million, an increase of 73% year-over-year |
|---|---|
| ● | GAAP gross margin was 60%; non-GAAP gross margin was 66% |
| --- | --- |
| ● | GAAP earnings per share was a loss of ($0.12); non-GAAP earnings per share was a loss of ($0.07) |
| --- | --- |
| ● | GAAP net loss was ($33.0) million; non-GAAP net loss was ($19.9) million |
| --- | --- |
| ● | Adjusted EBITDA was ($15.4) million |
| --- | --- |
| ● | The consolidated results include the operational and transactional impacts from the acquisition of SYNQ3, which closed in the first<br>quarter; non-GAAP metrics^1^ exclude certain one-time transaction expenses, amortization of intangibles and fair value of contingent<br>liabilities as described in more detail below. |
| --- | --- |
| ● | Cumulative subscriptions & bookings backlog^2^ customer metric was $682 million and grew by approximately 80% year over<br>year |
| --- | --- |
| ● | Annual run rate of over 4 billion queries, first quarter up more than 60% year-over-year |
| --- | --- |
| ● | Strong cash balance of $226 million at the end of the first quarter |
| --- | --- |
“We were pleased to start the yearwith a robust top line performance, in our strongest Q1 ever,” said Nitesh Sharan, CFO of SoundHound AI. “Our business momentumcontinues to accelerate with a growing pipeline across all businesses.”
First Quarter Business Highlights
Customer Service
| ● | The company closed the acquisition of SYNQ3 in the quarter. The combination creates the largest voice AI provider for restaurants<br>with over 10,000 active locations. |
|---|---|
| ● | Dynamic Interaction, SoundHound’s next generation drive thru AI interface, is now live with a top global QSR brand. |
| --- | --- |
| ● | Agreements have also been executed with a number of other large QSR brands, including Church’s Chicken. |
| --- | --- |
| ● | Applebee’s has expanded its use of voice AI ordering across multiple franchisees resulting in an additional 500 live locations. |
| --- | --- |
| ● | Another major QSR with over 2,000 locations uses SoundHound’s AI for drive thru and continues to expand this to more locations<br>as they add drive-thru capabilities. |
| --- | --- |
| ● | SoundHound’s Smart Answering has extended the company’s customer service offering beyond restaurants, with new multi-location<br>customers including a major Planet Fitness franchisee. |
| --- | --- |
Automotive+
| ● | SoundHound partnered with NVIDIA to deliver in-vehicle voice-enabled generative AI responses that don’t require connectivity,<br>with large language models running on NVIDIA DRIVE. |
|---|---|
| ● | SoundHound Chat AI, the world’s first voice assistant with integrated generative AI continues to ramp with Stellantis. In addition<br>to Opel, Peugeot, Vauxhall and DS Automobiles, announcements were made by Alfa Romeo, and Lancia. |
| --- | --- |
| ● | Stellantis’s DS Automobiles became the first vehicle on the road in Japan with voice-enabled generative AI, via SoundHound Chat<br>AI. |
| --- | --- |
| ● | Signed a multi-year agreement to license our software with a large broadcaster and telecommunications company that provides television,<br>internet, fixed line and mobile telephone services to consumers and businesses in Austria, Germany, Ireland, Italy and the UK. |
| --- | --- |
| ● | Later this summer another prominent US-based EV maker will go live into production with SoundHound voice assistants across its full<br>fleet of market-leading vehicles. |
| --- | --- |
| ● | A new deal with a leading Asian electric car manufacturer to embed SoundHound’s software into its expanding lineup of affordable<br>luxury cars. |
| --- | --- |
Other partnerships
| ● | SoundHound partnered with Perplexity to bring cutting-edge online LLMs to SoundHound Chat AI. This will expand the type and complexity<br>of the questions the assistant is able to answer across phones, cars, and IoT devices. |
|---|---|
| ● | The company joined ARM’s partner program where it anticipates being able to showcase new advancements of its leading voice AI platform. |
| --- | --- |
| 1) | Please see table below for a reconciliation from GAAP to non-GAAP. |
| --- | --- |
| 2) | See section ‘Certain Defined Terms’ at the end of this press release for additional information. |
| --- | --- |
First Quarter 2024 FinancialMeasures^1^
| Three Months Ended<br> <br>(thousands, except per share data) | March 31,<br><br>2024 | March 31,2023^2^ | Change | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 11,594 | $ | 6,707 | 73 | % | |||
| GAAP gross profit | $ | 6,925 | $ | 4,731 | 46 | % | |||
| Non-GAAP gross profit | $ | 7,598 | $ | 4,846 | 57 | % | |||
| GAAP gross margin | 59.7 | % | 70.5 | % | -10.8 pp | ||||
| Non-GAAP gross margin | 65.5 | % | 72.3 | % | -6.8 pp | ||||
| GAAP operating loss | $ | (28,529 | ) | $ | (25,203 | ) | -13 | % | |
| Non-GAAP adjusted EBITDA | $ | (15,404 | ) | $ | (14,914 | ) | -3 | % | |
| GAAP net loss | $ | (33,009 | ) | $ | (27,430 | ) | -20 | % | |
| Non-GAAP net loss | $ | (19,884 | ) | $ | (17,141 | ) | -16 | % | |
| GAAP net loss per share | $ | (0.12 | ) | $ | (0.14 | ) | 0.02 | ||
| Non-GAAP net loss per share | $ | (0.07 | ) | $ | (0.08 | ) | 0.01 | ||
| 1) | Please see table below for a reconciliation from GAAP to<br>non-GAAP. | ||||||||
| --- | --- | ||||||||
| 2) | Note: the Company identified corrections related to historical<br>financial transactions for certain prior periods, which have been revised. These amounts were primarily related to other income and expenses.<br>Specifically, general and admin was adjusted by $165 and net loss, which further included the result of changes to other income and expenses<br>by $896, was impacted by $1,061 for the period ending March 31, 2023. Further details will be provided when the company’s 10-Q<br>is filed. | ||||||||
| --- | --- |
2
Liquidity and Cash Flows
The company’s total cash was $226 million at March 31, 2024.
Condensed Cash Flow Statement
| Three Months Ended<br><br> (thousands) | March 31,<br><br>2024 | March 31,<br><br>2023 | ||||
|---|---|---|---|---|---|---|
| Cash flows: | ||||||
| Net cash used in operating activities | $ | (21,948 | ) | $ | (14,540 | ) |
| Net cash used in investing activities | (3,788 | ) | (15 | ) | ||
| Net cash provided by financing activities | 142,698 | 51,641 | ||||
| Effects of exchange rate changes on cash | 103 | - | ||||
| Net change in cash and cash equivalents | $ | 117,065 | $ | 37,086 |
Business Outlook
SoundHound updates full year 2024 revenue outlook to be in a range of $65 to $77 million.
Additional Information
For more information please see the company’s SEC filings which can be obtained on the company’s website at investors.soundhound.com. The financial statements will be posted on the website, and will be included when we file our 10-Q. The financial data presented in this press release should be considered preliminary until the company files its 10-Q.
The company will hold its Annual Shareholder Meeting on June 12, 2024 and more information can be found here: Annual Meeting.
Conference Call and Webcast
Keyvan Mohajer, Co-Founder and CEO, and Nitesh Sharan, CFO will host a live audio conference call and webcast today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time. A live webcast and replay will also be accessible at investors.soundhound.com.
3
About SoundHound AI
SoundHound (Nasdaq: SOUN), a global leader in conversational intelligence, offers voice AI solutions that let businesses offer incredible conversational experiences to their customers. Built on proprietary technology, SoundHound’s voice AI delivers best-in-class speed and accuracy in numerous languages to product creators across automotive, TV, and IoT, and to customer service industries via groundbreaking AI-driven products like Smart Answering, Smart Ordering, and Dynamic Drive-Thru, an AI-powered multimodal food ordering solution. Along with SoundHound Chat AI, a powerful voice assistant with integrated Generative AI, SoundHound powers millions of products and services, and processes billions of interactions each year for world class businesses. www.soundhound.com
Forward Looking Statements and OtherDisclosures
This press release contains forward-looking statements, which are not historical facts, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. These forward-looking statements include, but are not limited to, statements concerning our expected financial performance, our ability to implement our business strategy and anticipated business and operations, the potential utility of and market for our products and services, our ability to achieve revenue from our cumulative bookings backlog and subscription bookings backlog, and guidance for financial results for 2024. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of risks and uncertainties impacting SoundHound’s business including, our ability to successfully launch and commercialize new products and services and derive significant revenue, our ability to develop the bespoke products and services required under the contracts included in our bookings backlog and subscription backlog, including, but not limited to, our ability to convert customer adoption of Smart Ordering into realized revenue, our ability to predict or measure supply chain disruptions at our customers, our market opportunity and our ability to acquire new customers and retain existing customers, unexpected costs, charges or expenses resulting from the acquisition of SYNQ3, the ability of the SYNQ3 acquisition to be accretive on the company’s financial results, the timing and impact of our growth initiatives, level of product service failures that could lead our customers to use competitors’ services, our ability to predict direct and indirect customer demand for our existing and future products, our ability to hire, retain and motivate employees, the effects of competition, including price competition within our industry segment, technological, regulatory and legal developments that uniquely or disproportionately impact our industry segment, developments in the economy and financial markets and those other factors described in our risk factors set forth in our filings with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
4
Certain Defined Terms
Cumulative Subscriptions & Bookings Backlog, includes our bookings backlog and subscriptions backlog in one holistic metric. Cumulative bookings backlog is derived from committed customer contracts and takes into account the prior quarter end balance of bookings backlog plus new bookings in the current quarter minus associated revenue recognized from bookings from prior periods. Subscriptions backlog refers to potential revenue achievable for the company with current customers where the company is the leading or exclusive provider, and assuming a 4-year ramp up during which time our technologies are being implemented and assuming a successful full roll out of our technologies over a total 5-year duration. Reasonable assumptions about adoption percentages are included, with lower percentages applied to pilot and proof-of-concept customers.
Non-GAAP Measures of Financial Performance
To supplement the company’s financial statements, which are presented on the basis of U.S. generally accepted accounting principles (GAAP), the following non-GAAP measures of financial performance are included in this release: non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, non-GAAP net loss and non-GAAP earnings per share.
The company believes that providing this non-GAAP information in addition to the GAAP financial information, allows investors to view the financial results in the way the company views its operating results. The company also believes that providing this information allows investors to not only better understand the company’s financial performance, but also, better evaluate the information used by management to evaluate and measure such performance.
As such, the company believes that disclosing non-GAAP financial measures to the readers of its financial statements provides the reader with useful supplemental information that allows for greater transparency in the review of the company’s financial and operational performance.
We define the company’s non-GAAP measures by excluding certain items:
We arrive at non-GAAP gross profit and non-GAAP gross margin by excluding (i) amortization of intangibles (including acquired intangible assets) and (ii) stock-based compensation.
We arrive at adjusted EBITDA by excluding (i) total interest and other income/(expense), net, (ii) income taxes, (iii) depreciation and amortization expense (including acquired intangible assets), (iv) stock-based compensation, (v) restructuring expense, (vi) change in fair value of contingent consideration for business acquisition, and (vii) acquisition-related costs.
We arrive at non-GAAP net loss and non-GAAP net loss per share by excluding (i) depreciation and amortization expense (including acquired intangible assets), (ii) stock-based compensation, (iii) restructuring expense, (iv) change in fair value of contingent consideration for business acquisition, and (v) acquisition-related costs.
Reconciliations of GAAP to these adjusted non-GAAP financial measures are included in the tables below. When analyzing the company’s operating results, investors should not consider non-GAAP measures as substitutes for the comparable financial measures prepared in accordance with GAAP.
To the extent that the Company presents any forward-looking non-GAAP financial measures, the Company does not present a quantitative reconciliation of such measures to the most directly comparable GAAP financial measure (or otherwise present such forward-looking GAAP measures) because it is impractical to do so.
5
First Quarter Reconciliation of GAAPGross Profit to Non-GAAP Gross Profit and GAAP Gross Margin to Non-GAAP Gross Margin
| Three Months Ended<br><br> (thousands) | March 31,<br><br>2024 | March 31,<br><br>2023 | ||||
|---|---|---|---|---|---|---|
| GAAP gross profit^1^ | $ | 6,925 | $ | 4,731 | ||
| Adjustments: | ||||||
| Amortization of Intangibles | 521 | - | ||||
| Stock-based compensation | 152 | 115 | ||||
| Non-GAAP gross profit | $ | 7,598 | $ | 4,846 | ||
| GAAP gross margin | 59.7 | % | 70.5 | % | ||
| Non-GAAP gross margin | 65.5 | % | 72.3 | % |
| 1) | GAAP gross profit is calculated by subtracting the cost of<br>revenues from revenues. |
|---|
First Quarter Reconciliation of GAAPNet Loss to Non-GAAP Adjusted EBITDA
| Three Months Ended<br> (thousands) | March 31,<br><br>2024 | March 31,<br><br>2023 | ||||
|---|---|---|---|---|---|---|
| GAAP net loss | $ | (33,009 | ) | $ | (27,430 | ) |
| Adjustments: | ||||||
| Interest and other income/(expense), net**^1^** | 4,185 | 1,898 | ||||
| Income taxes | 295 | 329 | ||||
| Depreciation and amortization | 1,471 | 708 | ||||
| Stock-based compensation | 6,979 | 5,996 | ||||
| Restructuring | - | 3,585 | ||||
| Change in fair value of contingent acquisition liabilities | 4,162 | - | ||||
| Acquisition-related expenses | 513 | - | ||||
| Non-GAAP<br>adjusted EBITDA | $ | (15,404 | ) | $ | (14,914 | ) |
| 1) | Includes other income/(expense) of $1.5 and $(0.8) million<br>for the three months ended March 31, 2024 and 2023, respectively. |
|---|
First Quarter Reconciliation of GAAPNet Loss to Non-GAAP Net Loss and Non-GAAP Net Loss Per Share
| Three Months Ended<br><br> (thousands) | March 31,<br><br>2024 | March 31,<br><br>2023 | ||||
|---|---|---|---|---|---|---|
| GAAP net loss | $ | (33,009 | ) | (27,430 | ) | |
| Adjustments: | ||||||
| Depreciation and amortization | 1,471 | 708 | ||||
| Stock-based compensation | 6,979 | 5,996 | ||||
| Restructuring | - | 3,585 | ||||
| Change in fair value of contingent acquisition liabilities | 4,162 | - | ||||
| Acquisition-related expenses | 513 | - | ||||
| Non-GAAP net loss | $ | (19,884 | ) | (17,141 | ) | |
| GAAP net loss per share**^1^** | (0.12 | ) | (0.14 | ) | ||
| Adjustments | 0.05 | 0.06 | ||||
| Non-GAAP Net loss per share**^1^** | (0.07 | ) | (0.08 | ) | ||
| 1) | Weighted average common shares outstanding (basic and diluted)<br>for the three months ended March 31, 2024 and March 31, 2023 were 286,596,559 and 205,082,328, respectively. | |||||
| --- | --- |
Investors:
Scott Smith
408-724-1498
IR@SoundHound.com
Media:
Fiona McEvoy
415-610-6590
PR@SoundHound.com
6
Exhibit 99.2
SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per sharedata)
| December 31,<br> 2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 211,744 | $ | 95,260 | ||
| Accounts receivable, net of allowances of 234 and 203 as of March 31, 2024 and December 31, 2023, respectively | 6,849 | 4,050 | |||
| Contract assets and unbilled receivable, net of allowance for credit losses of 101 and 17 of March 31, 2024 and December 31, 2023, respectively | 12,104 | 11,780 | |||
| Other current assets | 3,340 | 2,452 | |||
| Total current assets | 234,037 | 113,542 | |||
| Restricted cash equivalents, non-current | 14,356 | 13,775 | |||
| Right-of-use assets | 4,546 | 5,210 | |||
| Property and equipment, net | 1,348 | 1,515 | |||
| Goodwill | 5,760 | — | |||
| Intangible assets, net | 11,580 | — | |||
| Deferred tax asset | 10 | 11 | |||
| Contract assets and unbilled receivable, non-current, net of allowance for credit losses of 176 and 177 of March 31, 2024 and December 31, 2023, respectively | 15,106 | 16,492 | |||
| Other non-current assets | 686 | 577 | |||
| Total assets | 287,429 | $ | 151,122 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 2,997 | $ | 1,653 | ||
| Accrued liabilities | 15,341 | 13,884 | |||
| Operating lease liabilities | 2,791 | 2,637 | |||
| Finance lease liabilities | 93 | 121 | |||
| Income tax liability | 1,630 | 1,618 | |||
| Deferred revenue | 3,631 | 4,310 | |||
| Total current liabilities | 26,483 | 24,223 | |||
| Operating lease liabilities, net of current portion | 2,065 | 3,089 | |||
| Deferred revenue, net of current portion | 4,087 | 4,910 | |||
| Long-term debt | 85,543 | 84,312 | |||
| Contingent acquisition liabilities (Note 17) | 6,819 | — | |||
| Income tax liability, net of current portion | 2,315 | 2,453 | |||
| Other non-current liabilities | 4,638 | 3,967 | |||
| Total liabilities | 131,950 | 122,954 | |||
| Commitments and contingencies (Note 7) | |||||
| Stockholders’ equity: | |||||
| Series A Preferred Stock, 0.0001 par value; 1,000,000 shares authorized; 70,241 and 475,005 shares issued and outstanding, aggregate liquidation preference of 2,481 and 16,227 as of March 31, 2024 and December 31, 2023, respectively | 2,097 | 14,187 | |||
| Class A Common Stock, 0.0001 par value; 455,000,000 shares authorized; 288,822,818 and 216,943,349 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 29 | 22 | |||
| Class B Common Stock, 0.0001 par value; 44,000,000 shares authorized; 32,735,408 and 37,485,408 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 3 | 4 | |||
| Additional paid-in capital | 778,503 | 606,135 | |||
| Accumulated deficit | (625,388 | ) | (592,379 | ) | |
| Accumulated other comprehensive income | 235 | 199 | |||
| Total stockholders’ equity | 155,479 | 28,168 | |||
| Total liabilities and stockholders’ equity | 287,429 | $ | 151,122 |
All values are in US Dollars.
1
SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS
(In thousands, except share and per sharedata)
(Unaudited)
| Three Months Ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenues | $ | 11,594 | $ | 6,707 | ||
| Operating expenses: | ||||||
| Cost of revenues | 4,669 | 1,976 | ||||
| Sales and marketing | 5,542 | 4,875 | ||||
| Research and development | 14,878 | 14,184 | ||||
| General and administrative | 10,267 | 7,290 | ||||
| Change in fair value of contingent acquisition liabilities | 4,162 | — | ||||
| Amortization of intangible assets | 605 | — | ||||
| Restructuring | — | 3,585 | ||||
| Total operating expenses | 40,123 | 31,910 | ||||
| Loss from operations | (28,529 | ) | (25,203 | ) | ||
| Other expense, net: | ||||||
| Interest expense | (5,664 | ) | (1,096 | ) | ||
| Other income (expense), net | 1,479 | (802 | ) | |||
| Total other expense, net | (4,185 | ) | (1,898 | ) | ||
| Loss before provision for income taxes | (32,714 | ) | (27,101 | ) | ||
| Provision for income taxes | 295 | 329 | ||||
| Net loss | (33,009 | ) | (27,430 | ) | ||
| Cumulative dividends attributable to Series A Preferred Stock | (343 | ) | (682 | ) | ||
| Net loss attributable to SoundHound common shareholders | $ | (33,352 | ) | $ | (28,112 | ) |
| Other comprehensive income: | ||||||
| Unrealized gains on investments | 36 | — | ||||
| Comprehensive loss | $ | (32,973 | ) | $ | (27,430 | ) |
| Net loss per share: | ||||||
| Basic and diluted | $ | (0.12 | ) | $ | (0.14 | ) |
| Weighted-average common shares outstanding: | ||||||
| Basic and diluted | 286,596,559 | 205,082,328 |
2
SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows used in operating activities: | ||||||
| Net loss | $ | (33,009 | ) | $ | (27,430 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,470 | 708 | ||||
| Stock-based compensation | 6,979 | 8,249 | ||||
| Loss on change in fair value of ELOC program | — | 571 | ||||
| Amortization of debt issuance cost | 1,231 | 16 | ||||
| Non-cash lease amortization | 743 | 894 | ||||
| Foreign currency gain/loss from remeasurement | (55 | ) | — | |||
| Change in fair value of contingent acquisition liabilities | 4,162 | — | ||||
| Deferred income taxes | (281 | ) | — | |||
| Other, net | 45 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | (1,248 | ) | 754 | |||
| Other current assets | (533 | ) | 653 | |||
| Contract assets | 939 | 126 | ||||
| Other non-current assets | 93 | 186 | ||||
| Accounts payable | 905 | (256 | ) | |||
| Accrued liabilities | (673 | ) | 4,556 | |||
| Operating lease liabilities | (888 | ) | (963 | ) | ||
| Deferred revenue | (1,606 | ) | (2,603 | ) | ||
| Other non-current liabilities | (222 | ) | (1 | ) | ||
| Net cash used in operating activities | (21,948 | ) | (14,540 | ) | ||
| Cash flows used in investing activities: | ||||||
| Purchases of property and equipment | (99 | ) | (15 | ) | ||
| Acquisition of SYNQ3, net of cash acquired | (3,689 | ) | — | |||
| Net cash used in investing activities | (3,788 | ) | (15 | ) | ||
| Cash flows provided by financing activities: | ||||||
| Proceeds from the issuance of Series A Preferred Stock, net of issuance costs | — | 24,942 | ||||
| Proceeds from sales of Class A common stock under the ELOC program, net of issuance costs | — | 28,683 | ||||
| Proceeds from sales of Class A common stock under the Sales Agreement | 137,274 | — | ||||
| Proceeds from the issuance of Class A common stock upon exercise of options | 8,887 | 2,425 | ||||
| Payment of financing costs associated with ELOC Program | — | (250 | ) | |||
| Payment of financing costs associated with the Sales Agreement | (3,435 | ) | — | |||
| Payments on notes payable | — | (4,120 | ) | |||
| Payments on finance leases | (28 | ) | (39 | ) | ||
| Net cash provided by financing activities | 142,698 | 51,641 | ||||
| Effects of exchange rate changes on cash | 103 | — | ||||
| Net change in cash, cash equivalents, and restricted cash equivalents | 117,065 | 37,086 | ||||
| Cash, cash equivalents, and restricted cash equivalents, beginning of period | 109,035 | 9,475 | ||||
| Cash, cash equivalents, and restricted cash equivalents, end of period | $ | 226,100 | $ | 46,561 |
3
SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS– Continued
(In thousands)
(Unaudited)
| Reconciliation to amounts on the condensed consolidated balance sheets: | ||||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 211,744 | $ | 46,331 |
| Non-current portion of restricted cash equivalents | $ | 14,356 | $ | 230 |
| Total cash, cash equivalents, and restricted cash equivalents shown in the condensed consolidated statements of cash flows | $ | 226,100 | $ | 46,561 |
| Supplemental disclosures of cash flow information: | ||||
| Cash paid for interest | $ | 3,539 | $ | 1,074 |
| Cash paid for income taxes | $ | 727 | $ | 550 |
| Noncash investing and financing activities: | ||||
| Conversion of Series A Preferred Stock to Class A common stock | $ | 12,090 | $ | — |
| Issuance of Class A Common Stock to settle commitment shares related to the ELOC program | $ | — | $ | 915 |
| Unpaid issuance costs in connection with the ELOC program | $ | — | $ | 437 |
| Deferred offering costs reclassified to additional paid-in capital | $ | — | $ | 323 |
| Property and equipment acquired under finance leases or debt | $ | 83 | $ | — |
| Fair value of Class A Common Stock issued for business combination | $ | 10,295 | $ | — |
| Fair value of deferred consideration | $ | 143 | $ | — |
| Fair value of contingent holdback consideration | $ | 981 | $ | — |
| Fair value of contingent earnout consideration | $ | 1,676 | $ | — |
| Unpaid deferred offering cost | $ | 200 | $ | — |
4