2024年8月6日(「取得日」)、サウンドハウンドは、サウンドハウンド、ファイヤーホースマージャーサブLLC(「買収者サブ」)、IPSoft Global Holdings, Inc.、およびBuildGroup, LLCの間で締結された株式購入契約(「購入契約」)の条件に従い、Ameliaの買収(「買収」)を完了しました。各IPSoft Global Holdings, Inc.およびBuildGroup LLCは、それぞれ「売り手」であり、合わせて「売り手」と表現されています。会社は、サウンドハウンドの特定普通株式を合計5,959,050株を売り手に発行しました(「前払い検討事項」)。購入契約の条件に従い、会社は売り手の補償義務を部分的に確保するために、前払い検討事項のうち2,149,530株をエスクローアカウントに預託しました(「エスクロー検討事項」)。 さらに、会社は、買収の成立に伴う売り手の取引費用に関して840万ドルの現金を支払いました。買収の有効時に、各未決済のターゲット株式オプションは権利を有することなく期限切れとなり、取引権も権利を有することなく期限切れになり、取引権も権利を有することなく期限切れとなりました。前払い検討事項に加えて、会社は、2025年および2026会計年度に一定の売上目標の達成に基づいて、最大16,822,429株を売り手に発行することに同意しました。
その他の資金調達イベント
会社は、買収に関連して、ターゲットの修正された上位担保期日ローンを引き受けました(「修正期日ローン施設」)。修正条項に従い、2024年8月7日に現金で$70 millionを支払い、Outstanding principal balanceの一部を支払い、修正期限ローン施設に関連する一定の手数料を解決するために、2,943,917株を発行しました(「債務償却」および買収を合わせて、「取引」といいます)。残高の残高$39.7 millionは2026年6月30日(「満期日」)までの債務及び当該貸付についての利息の一部が現金で支払われることを選択制で、もしくはどれかの利息が種付けられ資本化され、ローン期間中に未払いの元金に加えられ、満期日に未払いの元金および償還された利息が支払われます。修正期限ローン施設はいつでも返済が可能であり、特定の将来の事象が発生した場合、適用プリペイメントプレミアムおよび脱退手数料とともに返済する必要があります。修正期限ローン施設は、現金で支払われる利息の部分に対する適用マージンである9.0%と、適用される利息の部分を支払うための追加の1.0%に等しい年率で利息を獲得します。債務不履行事象が発生すると、利息率は毎年追加の2.0%に自動的に増加し、修正期限ローン施設に関する未払いの元金および利息の全額または一部が直ちに期限満了および支払可能となる可能性があります。
Refer to the table below for a summary of identified reclassification adjustments made to present Amelia’s consolidated balance sheet as of June 30, 2024 to conform presentation to that of SoundHound (in thousands):
Amelia Consolidated Balance Sheet Line Items
SoundHound Consolidated Balance Sheet Line Items
Amelia Historical Consolidated Balance Sheet
Reclassification
Note 2
Amelia Historical After Reclassification
Cash and cash equivalents
Cash and cash equivalents
$
2,717
$
—
$
2,717
Accounts receivable, net
Accounts receivable, net
11,087
(567)
(a)
10,520
Contract assets
Contract assets and unbilled receivable, net
2,692
567
(a)
3,259
Prepaid expenses and other current assets
Other current assets
2,249
2,941
(b)
6,294
-
-
—
1,104
(c)
Other receivables
-
2,941
(2,941)
(b)
—
Deferred sales commissions
-
1,104
(1,104)
(c)
—
-
Restricted cash equivalents, non-current
—
—
—
-
Right-of-use assets
—
236
(d)
236
-
Property and equipment, net
—
370
(d)
370
Goodwill
Goodwill
107,307
—
107,307
Intangibles, net
Intangible assets, net
47,971
—
47,971
-
Deferred tax asset
—
—
—
-
Contract assets and unbilled receivable, noncurrent, net
—
—
—
Deferred sales commissions, non-current
-
2,164
(2,164)
(e)
—
Other non-current assets
Other non-current assets
3,432
(606)
(d)
4,990
—
2,164
(e)
Accounts payable
Accounts payable
12,312
—
12,312
Accrued expenses
Accrued liabilities
11,738
—
11,738
-
Operating lease liabilities
—
217
(f)
217
-
Finance lease liabilities
—
36
(f)
36
-
Income tax liability
—
5,770
(g)
5,770
Deferred revenues
Deferred revenue
26,791
—
26,791
Current portion of long-term debt
-
96,014
—
96,014
Due to related party
-
858
(858)
(h)
—
Other current liabilities
Other current liabilities
5,998
(253)
(f)
858
(5,770)
(g)
858
(h)
25
(k)
-
Operating lease liabilities, net of current portion
—
34
(i)
34
Deferred revenue, net of current portion
Deferred revenue, net of current portion
5,722
—
5,722
Warrant liability
-
5,424
(5,424)
(j)
—
-
Contingent acquisition liabilities
—
—
—
Deferred tax liability
Deferred tax liability
12,378
(25)
(k)
12,353
-
Income tax liability, net of current portion
—
—
—
Other non-current liabilities
Other non-current liabilities
72
(34)
(i)
5,462
5,424
(j)
Common stock
Common Stock, Amelia
100
—
100
Preferred stock
Preferred Stock, Amelia
267,680
—
267,680
-
Series A Preferred Stock
—
—
—
-
Class A Common Stock
—
—
—
-
Class B Common Stock
—
—
—
-
Additional paid-in capital
—
—
—
Accumulated deficit
Accumulated deficit
(258,813)
—
(258,813)
Accumulated other comprehensive (loss) gain
Accumulated other comprehensive income
(2,610)
—
(2,610)
(a)Reflects the reclassification of contract assets from accounts receivable, net.
(b)Reflects the reclassification of other receivables to other current assets.
(c)Reflects the reclassification of deferred sales commissions to other current assets.
(d)Reflects the reclassification of right-of-use assets and property and equipment from other non-current assets.
(e)Reflects the reclassification of deferred sales commissions, non-current to other non-current assets.
(f)Reflects the reclassification of operating lease liabilities and finance lease liabilities from other current liabilities.
(g)Reflects the reclassification of income tax liability from other current liabilities.
(h)Reflects the reclassification of due to related party to other current liabilities.
(i)Reflects the reclassification of non-current operating lease liabilities from other non-current liabilities.
(j)Reflects the reclassification of warrant liability to other non-current liabilities.
(k)Reflects the reclassification of deferred tax liability from other current liabilities.
Refer to the table below for a summary of identified reclassification adjustments made to present Amelia’s consolidated statement of operations for the year ended of December 31, 2023, to conform presentation to that of SoundHound (in thousands):
Amelia Consolidated Statement of Operations Line Items
SoundHound Consolidated Statement of Operations Line Items
Amelia Historical Consolidated Statement of Operations
Reclassification
Note 2
Amelia Historical After Reclassification
Revenue
Revenues
$
93,274
$
—
$
93,274
Cost of revenues (exclusive of depreciation and amortization)
Cost of revenues
56,891
8,800
(l)
65,691
Sales and marketing
Sales and marketing
25,060
—
25,060
Research and development
Research and development
13,582
—
13,582
General and administrative
General and administrative
29,039
90
(l)
29,129
Depreciation and amortization
-
12,095
(12,095)
(l)
—
-
Amortization of intangible assets
—
3,205
(l)
3,205
-
Restructuring
—
—
—
Interest expense, net
Interest expense
(16,782)
—
(16,782)
Other income (expense), net
Other income (expense), net
(5,759)
—
(5,759)
Income tax expense
Provision for income taxes
495
—
495
-
Cumulative dividends attributable to Series A Preferred Stock
—
—
—
(l)Reflects the reclassification of amortization of intangible assets to a separate line item, amortization of technology intangible assets to cost of revenues, and depreciation expense for property and equipment to general and administrative.
Refer to the table below for a summary of identified reclassification adjustments made to present Amelia’s consolidated statement of operations for the six months ended of June 30, 2024, to conform presentation to that of SoundHound (in thousands):
Amelia Consolidated Statement of Operations Line Items
SoundHound Consolidated Statement of Operations Line Items
Amelia Historical Consolidated Statement of Operations
Reclassification
Note 2
Amelia Historical After Reclassification
Revenue
Revenues
$
45,332
$
—
$
45,332
Cost of revenues (exclusive of depreciation and amortization)
Cost of revenues
25,004
4,400
(m)
29,004
Sales and marketing
Sales and marketing
11,587
—
11,587
Research and development
Research and development
5,893
—
5,893
General and administrative
General and administrative
12,342
72
(m)
12,414
-
Change in fair value of contingent acquisition liabilities
—
—
—
Depreciation and amortization
-
6,073
(6,073)
(m)
—
-
Amortization of intangible assets
—
1,601
(m)
1,601
-
Loss on early extinguishment of debt
—
—
—
Interest expense
Interest expense
(10,644)
—
(10,644)
Other income (expense), net
Other income (expense), net
6,828
—
6,828
Income tax expense
Provision for income taxes
123
—
123
-
Cumulative dividends attributable to Series A Preferred Stock
—
—
—
(m)Reflects the reclassification of amortization of intangible assets to a separate line item, amortization of technology intangible assets to cost of revenues, and depreciation expense for property and equipment to general and administrative.
Note 3: Preliminary Purchase Price Allocation
The preliminary purchase consideration of $103.9 million is allocated to Amelia’s tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values. The fair value assessments are preliminary and are based upon available information and certain assumptions, which SoundHound believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.
For purposes of this unaudited pro forma condensed combined financial information, the preliminary calculation of the purchase consideration is as follows:
(in thousands)
Equity consideration
$
15,291
Equity consideration in escrow
8,628
Cash consideration paid
8,407
Contingent earnout consideration
71,560
Total preliminary purchase consideration
$
103,886
As outlined in the Purchase Agreement, shares of SoundHound Class A common stock were issued in a private placement in exchange for Amelia’s equity held by the former stockholders as of the Acquisition Date. The fair value of the 3,809,520 shares issued as equity consideration and the 2,149,530 shares issued and held in escrow was determined by multiplying the total 5,959,050 shares issued by the closing price of the Company’s common stock as of the Acquisition Date, subject to a discount for lack of marketability.
The preliminary purchase consideration also includes $8.4 million of seller transaction expenses paid in connection with the closing of the Acquisition. The seller transaction expenses paid by the Company included certain change in control payments, contractual settlements, and professional, consulting, and legal fees incurred by Amelia and its former shareholders.
The Company also agreed to issue up to 16,822,429 shares of Class A common stock in additional consideration to the Sellers based on achievement of certain revenue targets in fiscal years 2025 (“First Earnout Period”) and 2026 (“Second Earnout Period”). During the First Earnout Period, if the Company’s total software revenue from the sale of Amelia’s products is between $55.0 million and $80.0 million, the base earnout payment will range from 5,607,476 shares to 11,214,953 shares of additional equity consideration. If the Company’s total software revenue from the sale of Amelia’s products is between $80.0 million and $100.0 million, the excess earnout payment will range from zero to 5,607,476 shares of additional equity consideration. If the Target does not earn the entire excess earnout payment of additional equity consideration during the First Earnout Period, the portion not earned may be earned in the Second Earnout Period subject to the same revenue metrics. The Earnout is accounted for as contingent consideration and will be accounted for as a liability, initially measured at fair value of $71.6 million with changes during each reporting period recognized in earnings. The fair value of the Earnout is based on a Monte Carlo simulation model, assessed as of the Acquisition Date.
For purposes of the unaudited pro forma condensed combined financial statements, the following table sets forth a preliminary allocation of the estimated purchase consideration:
As of June 30, 2024
(in thousands)
Total preliminary purchase consideration
$
103,886
Assets:
Cash and cash equivalents
2,717
Accounts receivable, net of allowances
10,520
Contract assets and unbilled receivables
3,259
Other current assets
4,050
Right-of-use assets
236
Property and equipment, net
370
Intangible assets
174,500
Other non-current assets
4,055
Total assets acquired
$
199,707
Liabilities:
Accounts payable
$
12,312
Accrued liabilities
13,998
Operating lease liabilities
251
Income tax liability
5,969
Deferred tax liability
12,327
Deferred revenue
32,513
Long-term debt
121,511
Total liabilities assumed
$
198,881
Preliminary fair value of net assets acquired
$
826
Estimated goodwill
$
103,060
The preliminary estimate of fair values of assets acquired and liabilities assumed have been determined by management of SoundHound using publicly available benchmarking information and other assumptions. The purchase price allocation is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. The final allocation could be materially different from the preliminary allocation used herein and may include (i) changes in fair value and allocations to intangibles assets as well as goodwill, and (ii) other changes to certain assets and liabilities.
Note 4: Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet – Amelia Acquisition
The adjustments related to the acquisition of Amelia included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024 are as follows:
(a)Reflects the total preliminary purchase consideration of $103.9 million, consisting of (i) the issuance of 3,809,520 shares of SoundHound Class A common stock with a fair value of $15.3 million as equity consideration, (ii) the issuance of 2,149,530 shares of SoundHound Class A common stock with a fair value of $8.6 million in escrow as of the Acquisition Date, (iii) the recognition of contingent consideration for the Earnout, which is initially measured at a fair value of $71.6 million, and (iv) the payment of seller transaction expenses of $8.4 million.
(b)Reflects preliminary purchase accounting adjustments to eliminate $2.2 million and $2.2 million from other current assets and other non-current assets, respectively, for deferred costs that were not assets as defined by ASC 805.
(c)Reflects the elimination of Amelia's historical goodwill and the recognition of the preliminary estimate of goodwill based on the preliminary purchase price allocation. The difference between the preliminary total merger consideration and preliminary identifiable net assets acquired is recorded as estimated goodwill. Goodwill recognized in the Acquisition is not expected to be deductible for tax purposes. Refer to Note 3 for further details related to the preliminary purchase price allocation.
As of June 30, 2024
(in thousands)
Estimated goodwill
$
103,060
Elimination of Amelia's historical goodwill
(107,307)
Net adjustment to goodwill
$
(4,247)
(d)Reflects the elimination of Amelia's historical intangible assets and the recognition of the preliminary estimated fair value of intangible assets acquired in the Acquisition. The amortization related to these identifiable intangible assets is reflected in the unaudited pro forma condensed combined statements of operations, as further described in Notes 6(a) and 6(f).
As of June 30, 2024
(in thousands)
Fair value of intangible assets acquired
$
174,500
Elimination of Amelia's historical intangible assets, net
(47,971)
Net adjustment to intangible assets, net
$
126,529
SoundHound determined a preliminary fair value estimate of intangible assets resulting from the preliminary fair value allocation of the purchase price. The intangible assets include the following:
Fair value
Estimated useful life
Intangible assets acquired
(in thousands)
(in years)
Proprietary technology
$
98,900
5
Customer relationships
68,600
5
Trade names
7,000
5
Total fair value of intangible assets acquired
$
174,500
(e)Reflects the recognition of a $1.2 million indemnification asset, which represents the estimated fair value of shares as of the date of the closing expected to be returned to SoundHound from escrow for indemnified tax and specified matters pursuant to the contractual limitations of the Purchase Agreement, and an accrual of $0.2 million in income tax liability for indemnified tax matters assumed.
(f)Reflects the accrual of $1.3 million in accrued liabilities for estimated transaction costs incurred by Amelia subsequent to June 30, 2024, which is net of $8.4 million of seller transaction expenses paid by the Company as of the Acquisition Date.
(g)Reflects the accrual of $4.6 million in accrued liabilities for estimated transaction costs incurred by SoundHound subsequent to June 30, 2024.
(h)Reflects income tax-related adjustments. The adjustment to deferred tax liability of $0.03 million is associated with the incremental differences in the book and tax basis created from the preliminary purchase price allocation, primarily resulting from the preliminary fair value of intangible assets. SoundHound has made no adjustments to Amelia’s historical realizability of deferred tax assets and will continue to assess the realizability of such assets recognizing that realizability could change upon consolidation. This estimate of deferred taxes was determined based on SoundHound's expected ability to use Amelia's net operating loss carryforwards and other tax attributes in future periods as well as the excess of the fair values of the acquired assets and liabilities over the tax basis of the assets and liabilities to be acquired. In addition, under Sections 382 and 383 of the IRC, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-ownership change U.S. federal net operating loss carryforwards and other pre-ownership change U.S. federal tax attributes, such as research tax credits, to offset its post-ownership change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-ownership change net operating loss carryforwards and other tax attributes to offset U.S. federal and state taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.
(i)Reflects the elimination of Amelia’s historical $5.4 million warrant liability from other non-current liabilities following their extinguishment as of the Acquisition Date.
(j)Reflects adjustments of $(26.0) million and $51.1 million to current portion of long-term debt and long-term debt, respectively, to adjust Amelia's historical balance to fair value the terms of the Amended Term Loan Facility. The remaining outstanding balance on the Amended Term Loan Facility has a maturity date of June 30, 2026.
(k)Reflects the elimination of Amelia’s equity (deficit) balances, including common stock of $0.1 million, preferred stock of $267.7 million, accumulated deficit of $161.3 million, and accumulated other comprehensive income of $2.6 million.
Note 5: Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet – Debt Paydown
The adjustments related to the Debt Paydown included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024 are as follows:
(a)Reflects the paydown of $70.0 million on August 7, 2024, by the Company to repay a portion of the Amended Term Loan Facility.
(b)Reflects the issuance of 2,943,917 shares of SoundHound’s Class A common stock with a fair value of $11.8 million to the debtholders of the Amended Term Loan Facility as compensation in lieu of the associated exit fee and other related liabilities.
Note 6: Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations – Amelia Acquisition
The adjustments related to the acquisition of Amelia included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as follows:
(a)Reflects the elimination of Amelia historical amortization expense and the recognition of new amortization expense related to the acquired identifiable intangible assets based on their estimated fair value on the Acquisition Date. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible asset and the associated estimated useful lives.
SoundHound determined a preliminary fair value estimate of intangible assets based on a valuation conducted by a third-party valuation specialist. The acquired intangible assets have been amortized using a straight-line method based on their estimated useful lives as if the Acquisition had been completed on January 1, 2023. Refer to Note 4(d) for the corresponding pro forma adjusting entries to recognize the acquired intangible assets.
For the year ended December 31, 2023
Estimated useful life
(in thousands)
(in years)
Proprietary technology
$
19,780
5
Customer relationships
13,720
5
Trade names
1,400
5
Total amortization expense for acquired intangible assets
$
34,900
For the year ended December 31, 2023
(in thousands)
Amortization expense for acquired intangible assets (proprietary technology)
Net adjustment to amortization of intangible assets
$
11,915
(b)Reflects the elimination of Amelia’s deferred commission amortization expense, related to the elimination in Note 4(b) above.
(c)Reflects the estimated incremental $4.0 million and $9.7 million of transaction costs incurred by SoundHound and Amelia, respectively, which are not yet reflected in the historical financial statements.
(d)Reflects the reduction of $6.6 million in historical Amelia interest expense related to the terms of the Amended Term Loan Facility.
(e)Reflects the pro forma basic and diluted net income per share attributable to the combined entity’s common stockholders presented in conformity with the two-class method required for participating securities as a result of the pro forma adjustments. The two-class method requires income available to common stockholders for the period to be allocated between shares of common stock and participating securities based on their respective rights to receive earnings as if all earnings for the period had been distributed. The shares issued and held in escrow are participating securities that contractually entitle the holders of such shares to participate in the combined entity’s earnings but do not contractually require the holders of such shares to participate in the combined entity’s losses.
The pro forma basic net income per share attributable to the combined entity’s common stockholders is calculated using the historical basic weighted average shares of SoundHound common stock outstanding, adjusted for the additional new shares of SoundHound Class A common stock issued to consummate the Acquisition, assuming the shares were issued and outstanding as of January 1, 2023. Pro forma diluted net income per share attributable to the combined entity’s common stockholders is calculated using the historical diluted weighted average shares of SoundHound Class A common stock outstanding, adjusted for the additional new shares of SoundHound common stock issued to consummate the Acquisition.
The pro forma weighted average shares outstanding used to calculate pro forma basic and diluted net income per share attributable to common stockholders excludes the 2,149,530 shares of SoundHound Class A common stock held in escrow as they are considered contingently returnable shares until the indemnifications subject to escrow have been resolved.
For the year ended December 31, 2023
(in thousands, except share and per share data)
Pro forma net loss attributable to stockholders, December 31, 2023
$
(188,389)
Weighted average shares outstanding - basic and diluted
236,018,341
Pro forma net loss per share - basic and diluted
$
(0.80)
Pro forma weighted average shares outstanding – Basic and diluted
Pro forma weighted average shares outstanding – Basic and diluted
236,018,341
(1)Amount excludes the 2,149,530 shares of SoundHound Class A common stock held in escrow as they are considered contingently returnable shares.
The adjustments related to the acquisition of Amelia included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 are as follows:
(f)Reflects the elimination of Amelia's historical amortization expense and the recognition of new amortization expense related to the acquired identifiable intangible assets based on the estimated fair value as of the Acquisition Date. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible asset and the associated estimated useful lives.
The acquired intangible assets have been amortized using a straight-line method based on their estimated useful lives as if the Acquisition had been completed on January 1, 2024. Refer to Note 4(d) for the corresponding pro forma adjusting entries to recognize the acquired intangible assets.
For the six months ended June 30, 2024
Estimated useful life
(in thousands)
(in years)
Proprietary technology
$
9,890
5
Customer relationships
6,860
5
Trade names
700
5
Total amortization expense for acquired intangible assets
$
17,450
For the six months ended June 30, 2024
(in thousands)
Amortization expense for acquired intangible assets (proprietary technology)
Net adjustment to amortization of intangible assets
$
5,959
(g)Reflects the elimination of Amelia’s deferred commission amortization expense, related to the elimination in Note 4(b) above.
(h)Reflects the reduction of $4.7 million in historical Amelia interest expense related to the terms of the Amended Term Loan Facility.
(i)Reflects the pro forma basic and diluted net income per share attributable to the combined entity’s common stockholders presented in conformity with the two-class method required for participating securities as a result of the pro forma adjustments. The two-class method requires income available to common stockholders for the period to be allocated between shares of common stock and participating securities based on their respective rights to receive earnings as if all earnings for the period had been distributed. The shares issued and held in escrow are participating securities that contractually entitle the holders of such shares to participate in the combined entity’s earnings but do not contractually require the holders of such shares to participate in the combined entity’s losses.
The pro forma basic net income per share attributable to the combined entity’s common stockholders is calculated using the historical basic weighted average shares of SoundHound common stock outstanding, adjusted for the additional new shares of SoundHound Class A common stock issued to consummate the Acquisition, assuming the shares were issued and outstanding as of January 1, 2024. Pro forma diluted net income per share attributable to the combined entity’s common stockholders is calculated using the historical diluted weighted average shares of SoundHound Class A common stock outstanding, adjusted for the additional new shares of SoundHound common stock issued to consummate the Acquisition.
The pro forma weighted average shares outstanding used to calculate pro forma basic and diluted net income per share attributable to common stockholders excludes the 2,149,530 shares of SoundHound Class A common stock held in escrow as they are considered contingently returnable shares until the indemnifications subject to escrow have been resolved.
For the six months ended June 30, 2024
(in thousands, except share and per share data)
Pro forma net loss attributable to stockholders, June 30, 2024
$
(96,483)
Weighted average shares outstanding - basic and diluted
315,967,020
Pro forma net loss per share - basic and diluted
$
(0.31)
Pro forma weighted average shares outstanding – Basic and diluted