SSTI SoundThinking Inc

 

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): November 12, 2024

 

 

SoundThinking, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-38107	47-0949915
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
39300 Civic Center Dr. Suite 300
Fremont, California				94538
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 510 794-3100

 

Name

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.005 per share		SSTI		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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

 

On November 12, 2024, SoundThinking, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press release dated November 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		SoundThinking, Inc.
Date: November 12, 2024		By:	/s/ Ralph A. Clark
			Ralph A. Clark
			President and Chief Executive Officer

 

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Exhibit 99.1

 

SoundThinking Reports Third Quarter 2024 Financial Results

 

Revenues Increased 10% to $26.3 Million, Driven by New and Existing Customer Growth

 

Company Reaffirms FY 2024 Revenue Guidance Range of $104.0 Million to $106.0 Million, Representing 13% Year-Over-Year Growth at the Midpoint, and FY 2024 Adjusted EBITDA Margin Guidance Range of 18% to 20%

 

Company Introduces FY 2025 Revenue Guidance Range of $107.0 Million to $109.0 Million, Representing 3% Year-Over-Year Growth at the Midpoint, and FY 2025 Adjusted EBITDA Margin Guidance Range of 19% to 21%

 

FREMONT, CA – November 12, 2024 – SoundThinking, Inc. (Nasdaq: SSTI), a leading public safety technology company, today reported financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial and Operational Highlights

 

1 See the section below titled “Non-GAAP Financial Measures” for more information about Adjusted EBITDA and its reconciliation to GAAP net income (loss).

Management Commentary

 

“SoundThinking delivered another strong quarter, highlighted by 10% revenue growth, gross margin expansion and improving cash generation,” said President and CEO Ralph Clark. “Our third-quarter results, driven by new and expanding customer relationships, underscore the strength and versatility of our innovative SafetySmart™ platform. Our flagship ShotSpotter solution went ‘live’ in four new cities and one university, and expanded coverage in eight existing cities. We also saw robust momentum across our other SafetySmart solutions, with over 15 new customer implementations, reflecting our expanded market reach and growing demand.

 

“We enhanced our SafePointe solution with upgraded AI-driven software and more powerful hardware components, improving its efficiency and reliability for customers. Additionally, we launched ‘PlateRanger, Powered by Rekor,’ an

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end-to-end vehicle and License Plate Reader (LPR) public safety solution that is already showing promising synergies and adding value for our customers.

 

“We believe our focused execution on our strategic priorities is driving diversified growth, strengthening our balance sheet, and enhancing operational efficiencies for long-term success. We anticipate continued momentum into Q4 and 2025, and are energized by the expanding public and private market opportunities ahead.”

 

Third Quarter 2024 Financial Results

 

Revenues for the third quarter of 2024 were $26.3 million, compared to $24.0 million for the same quarter of 2023. The increase in revenues was primarily due to new and expanding customer subscriptions and contributions from SafePointe, which was acquired in the third quarter of 2023.

Gross profit for the third quarter of 2024 was $15.2 million (58% of revenues), an improvement compared to $13.8 million (57% of revenues) for the same period in 2023.

Total operating expenses for the third quarter of 2024 were $16.3 million, compared to $15.2 million for the same period in 2023. The increase in operating expenses was primarily due to higher headcount and employee-related costs, including costs related to SafePointe, which was acquired in the third quarter of 2023.

Net loss for the third quarter of 2024 totaled $1.4 million, or $(0.11) per basic and diluted share (based on 12.7 million basic and diluted weighted-average shares outstanding), compared to net loss of $1.9 million, or $(0.15) per basic and diluted share (based on 12.5 million basic and diluted weighted-average shares outstanding), for the same period in 2023.

Adjusted EBITDA for the third quarter of 2024 totaled $4.5 million, an increase compared to $4.3 million in the same period last year.

At quarter end, the company had $15.3 million in cash and cash equivalents, $25.9 million in accounts receivable and contract assets, net, $49.5 million in deferred revenue, $4.0 million in debt related to borrowings to partially fund the SafePointe acquisition, and approximately $21.0 million available on its credit facility.

 

Financial Outlook

 

The company reaffirmed its full-year 2024 revenue guidance range of $104.0 million to $106.0 million, representing 13% year-over-year growth at the midpoint. The company also still expects Adjusted EBITDA margins of 18% to 20% for the full year 2024.

 

“Despite the ongoing civic debate regarding the non-renewal of the ShotSpotter contract in Chicago and the loss of that contract with approximately $8.5 million in annual revenue, we remain confident in our ability to drive revenue growth and improve profitability in 2025 and beyond,” added Clark. As a result, we are providing our 2025 guidance as follows: We expect to achieve revenue in the range of $107.0 million to $109.0 million and Adjusted EBITDA between 19% and 21%.

 

The company’s financial outlook statements are based on current expectations. The preceding statements are forward-looking, and actual results could differ materially depending on market conditions and the factors set forth under “Safe Harbor Statement” below. The company has not reconciled its Adjusted EBITDA outlook to GAAP net income (loss) due to the uncertainty and variability of interest income (expense), income taxes, depreciation and amortization, stock-based compensation expenses, and acquisition-related expenses, which are reconciling items between Adjusted EBITDA and GAAP net income (loss). Because the company cannot reasonably predict such items, a reconciliation to forecasted GAAP net income (loss) is not available without unreasonable effort. Such items could have a significant impact on the calculation of GAAP net income (loss). For more information, see “Non-GAAP Financial Measures” below.

 

Conference Call

 

SoundThinking will hold a conference call today November 12, 2024 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results and provide an update on business conditions.

 

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SoundThinking management will host the presentation, followed by a question-and-answer period.

 

U.S. dial-in: 1-877-407-8029

International dial-in: 1-201-689-8029

Conference ID: 13749551

 

A live audio webcast of the conference call will be available in listen-only mode simultaneously and available for replay via the investor relations section of the company’s website at www.soundthinking.com.

Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization.

A replay of the call will be available after 7:30 p.m. Eastern Time on the same day through November 26, 2024.

U.S. replay dial-in: 1-877-660-6853

International replay dial-in: 1-201-612-7415

Replay ID: 13749551

 

Non-GAAP Financial Measures

 

Adjusted net income (loss): Adjusted net income (loss), a non-GAAP financial measure, represents the company’s net income (loss) before acquisition-related expenses, including adjustments to the company's contingent consideration obligation, restructuring expense and loss from disposal of fixed assets.

 

Adjusted EBITDA: Adjusted EBITDA, a non-GAAP financial measure, represents the company’s net income (loss) before interest (income) expense, income taxes, depreciation, amortization and impairment, restructuring costs and losses on restructuring related fixed asset disposals, stock-based compensation expense and acquisition-related expenses, including adjustments to the company's contingent consideration obligation. Adjusted EBITDA is a measure used by management internally to understand and evaluate the company’s core operating performance and trends across accounting periods and in connection with developing future operating plans, making strategic decisions regarding the allocation of capital and considering initiatives focused on cultivating new markets for its solutions. In particular, the exclusion of these expenses in calculating Adjusted EBITDA facilitates comparisons of the company’s operating performance on a period-to-period basis.

SoundThinking believes adjusted net income (loss) and Adjusted EBITDA also provide useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. For example, SoundThinking adjusts EBITDA for stock-based compensation expense and acquisition-related expenses because such expenses often vary for reasons that are generally unrelated to financial and operational performance in a particular period. Stock-based compensation is utilized by SoundThinking to attract and retain employees with a goal of long-term retention and the alignment of employee interests with those of the company and its stockholders, rather than to address operational performance for any particular period’s financial performance measures, in particular net income (loss), or its other GAAP financial results.

 

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The following table presents a reconciliation of GAAP net loss, the most directly comparable GAAP measure, to adjusted net loss, for each of the periods indicated (in thousands, except share and per share data):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
GAAP net loss		$	(1,440	)		$	(1,874	)		$	(5,101	)		$	(6,361	)
Less:
Acquisition-related expenses			—				689				—				864
Restructuring expense			—				—				346				—
Loss on disposal of fixed assets			—				—				5				—
Change in fair value of contingent consideration			—				82				(554	)			(923	)
Adjusted net loss		$	(1,440	)		$	(1,103	)		$	(5,304	)		$	(6,420	)
Net loss per share, basic and diluted		$	(0.11	)		$	(0.15	)		$	(0.40	)		$	(0.52	)
Adjusted net loss per share, basic and diluted		$	(0.11	)		$	(0.09	)		$	(0.42	)		$	(0.52	)
Weighted-average shares used in computing net loss per share and adjusted net loss per share, basic and diluted			12,688,850				12,480,830				12,750,664				12,320,119

 

The following table presents a reconciliation of GAAP net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated (in thousands):

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
GAAP net loss		$	(1,440	)		$	(1,874	)		$	(5,101	)		$	(6,361	)
Less:
Interest (income) expense, net			(7	)			42				176				(64	)
Income taxes			319				299				667				643
Depreciation, amortization and impairment			2,561				2,475				7,974				8,126
Restructuring expense			—				—				346				—
Loss on disposal of fixed assets			—				—				5				—
Stock-based compensation expense			3,054				2,573				9,127				7,272
Change in fair value of contingent consideration			—				82				(554	)			(923	)
Acquisition-related expenses			—				689				—				864
Adjusted EBITDA		$	4,487			$	4,286			$	12,640			$	9,557

 

Safe Harbor Statement

 

This press release contains "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the company’s expectations for its estimated revenue and Adjusted EBITDA for 2024 and 2025, driving diversified growth, strengthening its balance sheet and enhancing operational efficiencies for long-term success, continued momentum into Q4 and 2025, expanding public and private market opportunities ahead, its ability to achieve revenue growth and enhanced profitability in 2025 and beyond, its long-term financial targets, ability to drive profitable growth and build upon existing contracts and partnerships, including in the United States and internationally, operating momentum, financial visibility, sales pipeline, revenue growth, operating leverage and margin expansion. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the company’s control. The company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: that the City of Chicago will not be using ShotSpotter following November 2024; the company’s ability to successfully negotiate and execute contracts with new and existing customers in a timely manner, if at all; the company’s ability to maintain and increase sales, including sales of the company’s newer product lines; the availability of funding for the company’s customers to purchase the company’s solutions; the complexity, expense and time associated with contracting with government entities; the company’s ability to maintain and expand coverage of existing public safety customer accounts and further penetrate the public safety market; the potential effects of negative publicity; the company’s ability to sell its solutions into international and other new markets; the lengthy sales

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cycle for the company’s solutions; changes in federal funding available to support local law enforcement; the company’s ability to deploy and deliver its solutions; the company’s ability to maintain and enhance its brand; and the company’s ability to address the business and other impacts and uncertainties associated with macroeconomic factors, as well as other risk factors included in the company’s most recent annual report on Form 10-K and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

About SoundThinking, Inc.

SoundThinking, Inc. (Nasdaq: SSTI) is a leading public safety technology company that delivers AI and data-driven solutions for law enforcement, civic leadership, and security professionals. SoundThinking is trusted by more than 300 customers and has worked with approximately 2,100 agencies to drive more efficient, effective, and equitable public safety outcomes. The company's SafetySmart™ platform includes ShotSpotter®, the leading acoustic gunshot detection system; CrimeTracer™, the leading law enforcement search engine; CaseBuilder™, a one-stop investigation management system; ResourceRouter™, software that directs patrol and community anti-violence resources to help maximize their impact; SafePointe®, an AI-based weapons detection system and PlateRanger powered by Rekor, a leading LPR solution. SoundThinking has been designated a Great Place to Work® Company.

 

Company Contact:

Alan Stewart, CFO

SoundThinking, Inc.

+1 (510) 794-3100

astewart@soundthinking.com

 

Investor Relations Contacts:

Matt Glover and Greg Bradbury

Gateway Group, Inc.

+1 (949) 574-3860

SSTI@gateway-grp.com

 

Ankit Hira and Sean Daly

Solebury Strategic Communications

+1 (203) 546-0444

ahira@soleburystrat.com

 

 

 

 

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SoundThinking, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenues		$	26,250			$	23,977			$	78,620			$	66,672
Costs
Cost of revenues			10,979				10,225				32,031				28,881
Impairment of property and equipment			54				—				412				72
Total costs			11,033				10,225				32,443				28,953
Gross profit			15,217				13,752				46,177				37,719
Operating expenses
Sales and marketing			7,181				6,289				21,615				19,580
Research and development			3,413				3,186				10,441				8,896
General and administrative			5,669				5,677				18,379				15,806
Change in fair value of contingent consideration			—				82				(554	)			(923	)
Restructuring expense			—				—				346				—
Total operating expenses			16,263				15,234				50,227				43,359
Operating loss			(1,046	)			(1,482	)			(4,050	)			(5,640	)
Other income (expense), net
Interest income (expense), net			7				(42	)			(176	)			64
Other expense, net			(82	)			(51	)			(208	)			(142	)
Total other expense, net			(75	)			(93	)			(384	)			(78	)
Loss before income taxes			(1,121	)			(1,575	)			(4,434	)			(5,718	)
Provision for income taxes			319				299				667				643
Net loss		$	(1,440	)		$	(1,874	)		$	(5,101	)		$	(6,361	)
Net loss per share, basic and diluted		$	(0.11	)		$	(0.15	)		$	(0.40	)		$	(0.52	)
Weighted-average shares used in computing net loss per share, basic and diluted			12,688,850				12,480,830				12,750,664				12,320,119

 

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SoundThinking, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)
 

		September 30,				December 31,
		2024				2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	15,257			$	5,703
Accounts receivable and contract assets, net			25,857				30,700
Prepaid expenses and other current assets			5,256				3,902
Total current assets			46,370				40,305
Property and equipment, net			20,979				21,028
Operating lease right-of-use assets			2,088				2,315
Goodwill			34,213				34,213
Intangible assets, net			34,148				36,938
Other assets			3,934				3,909
Total assets		$	141,732			$	138,708
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable		$	2,687			$	3,031
Line of credit			4,000				7,000
Deferred revenue, short-term			43,458				41,265
Accrued expenses and other current liabilities			9,455				8,521
Total current liabilities			59,600				59,817
Deferred revenue, long-term			6,070				812
Deferred tax liability			1,358				1,226
Other liabilities			1,378				2,096
Total liabilities			68,406				63,951
Commitments and contingencies (Note 15)
Stockholders' equity
Common stock: $0.005 par value; 500,000,000 shares authorized; 12,558,536 and 12,761,448 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			63				64
Additional paid-in capital			173,771				170,139
Accumulated deficit			(100,219	)			(95,118	)
Accumulated other comprehensive loss			(289	)			(328	)
Total stockholders' equity			73,326				74,757
Total liabilities and stockholders' equity		$	141,732			$	138,708

 

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v3.24.3

Document and Entity Information	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity Registrant Name	SoundThinking, Inc.
Entity Central Index Key	0001351636
Entity Emerging Growth Company	false
Securities Act File Number	001-38107
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0949915
Entity Address, Address Line One	39300 Civic Center Dr.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	794-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.005 per share
Trading Symbol	SSTI
Security Exchange Name	NASDAQ

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