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Exhibit 99.2
SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| March 31, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| 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 | ||||
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SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended 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 | ||||||
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SOUNDHOUND AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended 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 | ||||
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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 | $ | — | ||||
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