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SoundThinking(SSTI) - 2022 Q4 - Annual Report
2023-03-14 19:56
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38107 ShotSpotter, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0949915 (State or other jurisdiction of inco ...
SoundThinking(SSTI) - 2022 Q4 - Earnings Call Transcript
2023-02-23 03:43
Financial Data and Key Metrics Changes - The net income for 2022 was $6.4 million, or $0.52 per share, compared to a net loss of $4.4 million, or $0.38 per share, in the prior year [1] - Adjusted EBITDA for 2022 was $15.9 million, a 54% increase from $10.4 million in 2021, with a revenue retention rate of 124% [87][67] - Q4 2022 revenues increased 50% to $21 million from $14 million in Q4 2021, with adjusted EBITDA increasing 131% to $4.3 million [67][87] Business Line Data and Key Metrics Changes - The company added over 100 miles live during 2022, contributing to significant revenue growth [86] - The Forensic Logic acquisition contributed to revenue growth, with a full quarter of revenues included in Q4 2022 [81] - The gross profit for Q4 2022 was $11.9 million, or 57% of revenue, compared to $7.5 million, or 54% of revenue, in the prior year [105] Market Data and Key Metrics Changes - Deferred revenue as of December 31 was $43.7 million, up from $26.7 million at the end of 2021, indicating strong cash generation [87] - The funding environment remains constructive at local, state, and federal levels, with $10 billion committed to public safety technology [68] - The company expects to achieve revenue guidance of $94 million to $96 million for 2023, driven by a strong pipeline of domestic and international deals [111] Company Strategy and Development Direction - The company is focusing on integrating the Coplink X solution into its sales and support infrastructure to enhance upsell opportunities [66] - There is a strategic emphasis on expanding into Tier 4 and Tier 5 markets, which have shown promising sales cycles [18] - The company aims to transition into a precision policing platform provider, moving beyond just gunshot detection technology [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ability to drive profitable growth due to strong demand drivers and a robust funding environment [78] - The company anticipates adjusted EBITDA to increase from 20% in 2022 to between 24% and 26% in 2023 [2] - Management noted that the demand for technology solutions is increasing due to rising violent crime and the need for effective policing strategies [77] Other Important Information - The company reported a net loss of $1 million for Q4 2022, an improvement from a net loss of $3.3 million in the prior year [82] - The gross margin is expected to improve, with projections of reaching 60% in 2023 and potentially 70% in the coming years [129][131] - The company has no short or long-term debt and approximately $25 million available on its line of credit [135] Q&A Session Summary Question: Can you discuss the deferred revenue growth and its implications for cash deployment? - Management noted that deferred revenue growth was significant, and they are considering aggressive cash deployment strategies, including potential share buybacks [6] Question: What impact did the sensor replacement cycle have on the P&L? - Management indicated that the sensor replacement cycle was a drag on the P&L but is expected to ease in 2023 [7] Question: How is the company integrating Forensic Logic into its operations? - The integration of Forensic Logic is ongoing, with a focus on aligning sales efforts and leveraging state and federal opportunities [123][151] Question: What is the outlook for gross margins and EBITDA margins? - Management expects gross margins to reach 60% in 2023 and adjusted EBITDA margins to move towards 40% in the coming years [59][60] Question: What is the appetite for additional acquisitions? - The company is open to acquisitions that provide strategic value, although they have not pursued any recently [43][45]
SoundThinking(SSTI) - 2022 Q3 - Quarterly Report
2022-11-09 22:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Commission File Number: 001-38107 ShotSpotter, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0949915 (State or other jurisdiction of incorporation or organization) 39300 Civic Center Dr., Suite 300 Fremont, California 94538 (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ...
SoundThinking(SSTI) - 2022 Q3 - Earnings Call Transcript
2022-11-09 03:25
ShotSpotter, Inc. (NASDAQ:SSTI) Q3 2022 Earnings Conference Call November 8, 2022 4:30 PM ET Company Participants Ralph Clark - Chief Executive Officer Alan Stewart - Chief Financial Officer Conference Call Participants Richard Baldry - ROTH Capital Mike Latimore - Northland Capital Markets Matt Pfau - William Blair Jack Cole - Craig-Hallum Capital Operator Good afternoon and welcome to ShotSpotter's Third Quarter 2022 Earnings Conference Call. My name is Sarah and I will be your operator for today's call. ...
SoundThinking(SSTI) - 2022 Q2 - Quarterly Report
2022-08-10 21:18
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38107 ShotSpotter, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0949915 (State or other jurisdiction of ...
SoundThinking(SSTI) - 2022 Q2 - Earnings Call Transcript
2022-08-10 00:03
ShotSpotter, Inc. (NASDAQ:SSTI) Q2 2022 Earnings Conference Call August 9, 2022 4:30 PM ET Company Participants Ralph Clark - Chief Executive Officer Alan Stewart - Chief Financial Officer Conference Call Participants Richard Baldry - Roth Capital Matt Pfau - William Blair Operator Good afternoon, everyone and welcome to ShotSpotter's Second Quarter 2022 Earnings Conference Call. My name is Jamie and I will be your operator for today's conference. Joining us are; ShotSpotter's CEO, Ralph Clark; and CFO, Ala ...
Company Conference Presentation
2022-07-01 14:46
[০] ShotSpotter® | --- | --- | --- | --- | --- | --- | --- | --- | |-------|--------------|-------|-------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Presentation | | | | | | | | | | | | | | | | | | | | | | | | | | | June 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | DISCLAIMER Cautionary Note Regarding Forward-Looking Statements 2 This presentation cont ...
SoundThinking(SSTI) - 2022 Q1 - Quarterly Report
2022-05-16 21:26
[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Q1 2022 unaudited financials show significant changes, primarily from the January 2022 Forensic Logic acquisition [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $110.2 million by March 31, 2022, primarily due to the Forensic Logic acquisition Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$110,204** | **$72,304** | | Cash and cash equivalents | $8,852 | $15,636 | | Goodwill | $23,171 | $2,816 | | Intangible assets, net | $29,220 | $13,564 | | **Total Liabilities** | **$61,429** | **$38,489** | | Deferred revenue, short-term | $33,886 | $26,235 | | Accrued expenses and other current liabilities | $12,952 | $6,680 | | **Total Stockholders' Equity** | **$48,775** | **$33,815** | - The increase in **Goodwill to $23.2 million** is primarily due to the acquisition of Forensic Logic, which added $20.4 million[50](index=50&type=chunk) - Intangible assets increased significantly due to the Forensic Logic acquisition, which added assets such as software technology ($7.1M), tradenames ($1.0M), and customer relationships ($8.2M)[41](index=41&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2022 revenues grew 41% to $21.2 million, resulting in a net income of $387,000, a substantial increase from Q1 2021 Q1 Statement of Operations Summary (in thousands, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Revenues | $21,214 | $15,013 | | Gross Profit | $12,924 | $8,688 | | Total Operating Expenses | $12,492 | $8,519 | | Operating Income | $432 | $169 | | Net Income | $387 | $79 | | Net Income per Share, diluted | $0.03 | $0.01 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2022 operating cash flow was positive $1.3 million, a reversal from Q1 2021, with $6.5 million used in investing activities for an acquisition Q1 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,283 | $(1,496) | | Net cash used in investing activities | $(6,526) | $(1,231) | | Net cash used in financing activities | $(1,621) | $(2,374) | | **Decrease in cash, cash equivalents** | **$(6,864)** | **$(5,101)** | - The primary use of cash in investing activities was **$4.6 million for a business acquisition**, net of cash acquired[21](index=21&type=chunk) - Financing activities included **$1.6 million for repurchases of common stock**[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the $31.6 million Forensic Logic acquisition, significant customer concentration, and Q1 2022 common stock repurchases - On January 3, 2022, the company acquired Forensic Logic for total estimated consideration of **$31.6 million**, comprising $4.9M cash, $14.3M in stock, and an estimated $12.4M in contingent earnout[40](index=40&type=chunk)[41](index=41&type=chunk) - For Q1 2022, two customers accounted for **38% and 10% of total revenues**, respectively, indicating significant customer concentration[34](index=34&type=chunk) - The company repurchased **57,623 shares of its common stock for $1.6 million** during the quarter, with $1.4 million remaining available under the repurchase program[60](index=60&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2022's 41% revenue growth to new customers and the Forensic Logic acquisition, despite ongoing pandemic and supply chain risks [Overview](index=17&type=section&id=Overview) The company expanded its precision-policing solutions with the Forensic Logic acquisition, achieving 41% revenue growth in Q1 2022, noting high customer concentration - Acquired Forensic Logic in January 2022 to enhance its suite of precision policing technology solutions, adding lead generation to its case management offerings[85](index=85&type=chunk) - Revenues grew **41% year-over-year to $21.2 million** for the three months ended March 31, 2022[89](index=89&type=chunk) - Customer concentration remains high, with the City of New York and the City of Chicago representing **38% and 10% of total revenues**, respectively, in Q1 2022[89](index=89&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Q1 2022 saw revenues increase by $6.2 million (41%), gross profit by 49%, and operating expenses by 47%, with G&A rising due to legal fees Comparison of Operations (in thousands) | Line Item | Q1 2022 | Q1 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $21,214 | $15,013 | $6,201 | 41% | | Gross Profit | $12,924 | $8,688 | $4,236 | 49% | | Total Operating Expenses | $12,492 | $8,519 | $3,973 | 47% | | Income from Operations | $432 | $169 | $263 | 156% | | Net Income | $387 | $79 | $308 | 390% | - The **$6.2 million revenue increase** was driven by new customers, existing customer expansions, Forensic Logic's revenue contribution, and a delayed contract amendment[133](index=133&type=chunk) - General and Administrative expenses increased by **$1.4 million**, primarily due to a $0.9 million rise in legal expenses related to the lawsuit against VICE Media for defamation[138](index=138&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) The company's $8.9 million cash and $20.0 million loan facility provide sufficient liquidity, with cash used for the Forensic Logic acquisition and stock repurchases - As of March 31, 2022, the company had **$8.9 million in cash and cash equivalents** and access to a **$20.0 million revolving loan facility**, with no amounts outstanding[141](index=141&type=chunk) - The acquisition of Forensic Logic includes a contingent earnout of up to **$9.5 million payable based on 2022 revenues** and up to **$10.5 million based on 2023 revenues**[145](index=145&type=chunk) - During Q1 2022, the company repurchased **57,623 shares for $1.6 million**, leaving $1.5 million available under the program[147](index=147&type=chunk) [Item 3. Qualitative and Quantitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Qualitative%20and%20Quantitative%20Disclosures%20About%20Market%20Risk) No material changes occurred in market risk exposure during Q1 2022, with primary risks remaining interest rate, foreign exchange rate, and inflation fluctuations - There were no material changes in market risk during Q1 2022 compared to the disclosures in the 2021 Annual Report on Form 10-K[161](index=161&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2022, while integrating internal controls of the newly acquired Forensic Logic - The CEO and CFO concluded that as of March 31, 2022, the company's disclosure controls and procedures were effective[162](index=162&type=chunk) - Following the January 2022 acquisition of Forensic Logic, the company is continuing to integrate its internal controls into ShotSpotter's control structure[163](index=163&type=chunk) [PART II. OTHER INFORMATION](index=29&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include ongoing COVID-19 impacts, supply chain disruptions, reliance on government contracts, social unrest, reputational damage, and intellectual property concerns - The COVID-19 pandemic continues to pose a material adverse risk, with potential impacts on customer funding, supply chain disruptions (specifically semiconductor chips), and deployment delays[168](index=168&type=chunk)[172](index=172&type=chunk) - Social unrest and movements like "Defund the Police" may directly or indirectly affect police agency budgets and funding available to current and potential customers[191](index=191&type=chunk) - The business is exposed to reputational risk from real or perceived false positive/negative alerts and negative publicity, such as the lawsuit filed against VICE Media for alleged defamation[210](index=210&type=chunk)[212](index=212&type=chunk) - The company relies on a single contract manufacturer for its proprietary sensors and faces risks from component shortages, particularly semiconductor chips[266](index=266&type=chunk)[267](index=267&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued $14.3 million in common stock for the Forensic Logic acquisition and repurchased $1.6 million of its own stock during Q1 2022 - Issued **464,540 shares of common stock valued at $14.3 million** as part of the Forensic Logic acquisition on January 3, 2022, in an unregistered sale[331](index=331&type=chunk) Issuer Purchases of Equity Securities (Q1 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2022 | — | — | | Feb 2022 | — | — | | Mar 2022 | 57,623 | $28.34 | | **Total** | **57,623** | **$28.34** | [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section indexes all exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - The Exhibit Index lists documents filed with the report, including certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[337](index=337&type=chunk)
SoundThinking(SSTI) - 2022 Q1 - Earnings Call Transcript
2022-05-11 19:18
ShotSpotter Inc. (NASDAQ:SSTI) Q1 2022 Earnings Conference Call May 10, 2022 4:30 PM ET Company Participants Ralph Clark - CEO Alan Stewart - CFO Conference Call Participants Brian Ruttenbur - Imperial Capital Richard Baldry - ROTH Capital Matt Pfau - William Blair Charles Erlikh - Robert W. Baird Operator Good afternoon, and welcome to ShotSpotter's First Quarter 2022 Earnings Conference Call. My name is Tom, and I will be your operator for today's call. Joining us are ShotSpotter's CEO, Ralph Clark; and C ...
SoundThinking(SSTI) - 2021 Q4 - Annual Report
2022-03-28 21:40
Part I [Business](index=6&type=section&id=Item%201.%20Business) ShotSpotter provides precision-policing technology, including gunshot detection, AI-driven patrol, and case management, primarily serving law enforcement via subscriptions - The company's flagship public safety solution, ShotSpotter Respond, is the leading outdoor gunshot detection, location, and alerting system, trusted by law enforcement in over **125 cities** as of December 31, 2021[16](index=16&type=chunk) - ShotSpotter generates revenue through annual subscriptions for its solutions, with coverage areas under contract for **911 square miles** as of December 31, 2021[17](index=17&type=chunk) - The company has expanded its product suite to include ShotSpotter Connect (patrol management), ShotSpotter Investigate (case management), and security solutions like SecureCampus and SiteSecure[16](index=16&type=chunk) [Overview and Industry Background](index=6&type=section&id=Item%201.%20Business-Overview) ShotSpotter addresses critical public safety gaps by providing precision-policing solutions to combat underreported gunfire and improve case clearance rates - The majority of urban gunfire goes unreported. A Brookings Institute report suggests approximately **80%** of gunshots detected by ShotSpotter are not reported to 911 by residents[20](index=20&type=chunk) - The company aims to solve three key problems: the violent crime problem exacerbated by unreported gunfire, the inefficiency of 'gut-based' police patrolling, and low case closure rates for homicides[19](index=19&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Homicide clearance rates in the U.S. averaged **61%** in 2020, indicating a significant number of suspects are not held accountable, which ShotSpotter's solutions aim to improve[24](index=24&type=chunk) [Our Solutions](index=8&type=section&id=Item%201.%20Business-Our%20Solutions) ShotSpotter offers a Precision Policing Platform including Respond for gunfire detection, Connect for AI-driven patrol, and Investigate for case management - ShotSpotter Respond alerts are typically sent within **45 seconds** of a gunfire incident, providing precise location, number of shots, and other tactical data to first responders[29](index=29&type=chunk)[35](index=35&type=chunk) - The system uses an array of 20-25 intelligent sensors per square mile, which send data to cloud servers for multilateration analysis, followed by human review at the Incident Review Center (IRC)[33](index=33&type=chunk)[40](index=40&type=chunk) - ShotSpotter Investigate, launched in July 2021, provides a complete digital case management solution to help detectives consolidate evidence, collaborate, and improve case closure rates[65](index=65&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - The company's forensic evidence and expert witness testimony have been admitted in over **200 criminal prosecutions** across numerous states under both Frye and Daubert standards[50](index=50&type=chunk) [Our Markets and Growth Strategy](index=18&type=section&id=Item%201.%20Business-Our%20Markets%20and%20Growth%20Strategy) The company targets law enforcement and security markets, with a growth strategy focused on customer acquisition, expansion, international growth, and new product development - The domestic market for the public safety solution (ShotSpotter Respond) is estimated at approximately **1,400 cities**[73](index=73&type=chunk) - The domestic market for security solutions (SecureCampus/SiteSecure) includes an estimated **5,000 college campuses and airports**[74](index=74&type=chunk) - A key growth strategy is "land and expand," with approximately **43%** of Respond customers having expanded their coverage areas from their initial deployments as of year-end 2021[81](index=81&type=chunk) - The company's overall revenue retention rate was **125%** for 2021, indicating strong customer retention and expansion[81](index=81&type=chunk) [Competition](index=22&type=section&id=Item%201.%20Business-Competition) ShotSpotter operates in a fragmented market, facing limited direct competition for wide-area gunshot detection but broader competition in policing technology - The company is not aware of any direct competitors offering wide-area solutions comparable to ShotSpotter Respond[98](index=98&type=chunk) - Competitors for security solutions (SiteSecure/SecureCampus) include Alarm.com, Safety Dynamics Inc., V5 Systems, EAGL, and Flock Safety[101](index=101&type=chunk) - Competitors for the ShotSpotter Connect solution include Geolitica, Inc. and potentially CAD providers like CentralSquare Technologies and Motorola Solutions, Inc[102](index=102&type=chunk) - For its case management solution, competitors include RMS providers like Mark43 and Tyler, as well as purpose-built solutions such as Kaseware and CaseClosed[104](index=104&type=chunk) [Human Capital](index=23&type=section&id=Item%201.%20Business-Human%20Capital) As of December 2021, ShotSpotter employed 167 people with low attrition, emphasizing diversity and offering competitive compensation and COVID-19 support - As of December 31, 2021, the company employed **167 people**, all in the United States, with a total attrition rate below **17%** in 2021[110](index=110&type=chunk) - The company reports strong diversity metrics: women comprise **31%** of employees and underrepresented minorities **47%**. At the board level, women represent **33%** and underrepresented minorities **56%**[112](index=112&type=chunk)[116](index=116&type=chunk) - In response to COVID-19, the company implemented work-from-home policies, provided flexible hours, additional paid time off, and a work-from-home fund for employees[118](index=118&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including COVID-19 supply chain impacts, profitability challenges, government funding sensitivity, operational dependencies, and legal/regulatory issues - The COVID-19 pandemic has materially and adversely affected the business, with ongoing risks related to supply chain disruptions, particularly an industry-wide chip shortage impacting sensor delivery[129](index=129&type=chunk)[132](index=132&type=chunk) - The company has not been profitable recently, reporting a net loss of **$4.4 million** for the year ended December 31, 2021, and may not achieve or maintain profitability in the future[144](index=144&type=chunk) - Ongoing social unrest, protests, and movements like "Defund the Police" may adversely affect police agency budgets and funding available to current and potential customers[149](index=149&type=chunk) - The company relies on a single contract manufacturer for its proprietary ShotSpotter sensors, creating risk in the event of an interruption in supply[220](index=220&type=chunk) - Real or perceived false positive or false negative alerts could damage the company's reputation and adversely affect growth prospects and results of operations[165](index=165&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) ShotSpotter leases its main offices in Fremont, Washington D.C., and Newark, believing current facilities are adequate for immediate needs - The company's principal facilities are leased office spaces in Fremont, CA; Washington, DC; and Newark, NJ[288](index=288&type=chunk) - ShotSpotter does not own any real property and believes its current leased facilities are adequate for the immediate future[289](index=289&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a civil rights lawsuit and filed a defamation lawsuit against VICE Media, seeking over $300 million in damages - The company is a defendant in a civil rights lawsuit filed by Silvon S. Simmons against the City of Rochester, alleging collusion to fabricate gunshot alert evidence. The company believes the claims are without merit[290](index=290&type=chunk) - On October 12, 2021, ShotSpotter filed a defamation lawsuit against VICE Media, LLC, seeking over **$200 million** in compensatory and **$100 million** in punitive damages[291](index=291&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[295](index=295&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=55&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) ShotSpotter's common stock trades on Nasdaq, with no cash dividends paid or planned, as earnings are retained for business expansion - The company's common stock has been listed on the Nasdaq Capital Market under the symbol "SSTI" since June 7, 2017[298](index=298&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future, retaining funds for business expansion[300](index=300&type=chunk) - Proceeds from the IPO were used to repay debt (**$13.7 million**), fund the acquisition of HunchLab (**$1.7 million**), and fund the acquisition of LEEDS (**$14.6 million**)[304](index=304&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2021, revenues grew 27% to $58.2 million, but the company reported a $4.4 million net loss due to increased operating expenses, while maintaining solid liquidity | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenue retention rate | 125% | 107% | 111% | | Sales and marketing spend per $1.00 of new annualized contract value | $0.37 | $0.51 | $0.43 | | Net new "go-live" square miles | 101 | 49 | 82 | | Annual recurring revenue ("ARR") (in millions) | $63.2 | $46.3 | $42.9 | - Revenues increased by **27%** to **$58.2 million** in 2021 from **$45.7 million** in 2020[318](index=318&type=chunk) - The company reported a net loss of **$4.4 million** in 2021, a significant decrease from the **$1.2 million** net income in 2020[320](index=320&type=chunk) - Two customers, the City of New York and the City of Chicago, accounted for **28%** and **14%** of total revenues in 2021, respectively[318](index=318&type=chunk) [Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Results%20of%20Operations) Revenues increased 27% in 2021, but rising operating expenses, particularly in sales, marketing, and G&A, led to an operating loss | (In thousands) | 2021 | 2020 | | :--- | :--- | :--- | | **Revenues** | **$58,155** | **$45,734** | | Gross Profit | $32,519 | $26,975 | | *Gross Margin* | *56%* | *59%* | | Total Operating Expenses | $36,588 | $25,682 | | Operating Income (Loss) | $(4,069) | $1,293 | | **Net Income (Loss)** | **$(4,431)** | **$1,225** | - The **$12.4 million** revenue increase in 2021 was primarily from new customers, expansions of existing coverage, and contributions from the LEEDS acquisition[365](index=365&type=chunk) - Sales and marketing expenses increased by **$5.2 million** (**50%**) in 2021, mainly due to higher commissions, personnel costs from a full year of LEEDS headcount, and increased trade show expenses[368](index=368&type=chunk) - General and administrative expenses increased by **$4.3 million** (**44%**) in 2021, driven by a **$1.3 million** increase in legal/litigation costs and a **$1.3 million** increase in contingent consideration expense for the LEEDS earnout[370](index=370&type=chunk) [Liquidity and Capital Resources](index=67&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Liquidity%20and%20Capital%20Resources) As of December 2021, ShotSpotter had $15.6 million in cash and an undrawn $20.0 million credit facility, with operating cash flow of $9.8 million - As of December 31, 2021, the company had **$15.6 million** in cash and cash equivalents and an available, undrawn **$20.0 million** revolving credit facility[382](index=382&type=chunk) | (In thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net cash from Operating activities | $9,822 | $11,209 | $13,692 | | Net cash used in Investing activities | $(7,884) | $(18,758) | $(4,909) | | Net cash from (used in) Financing activities | $(2,266) | $(956) | $5,482 | - In 2021, the company repurchased **95,151 shares** of its common stock for **$3.6 million** under its stock repurchase program[389](index=389&type=chunk) - The company estimates a contingent earnout payment of **$1.5 million** to be paid in 2023 related to the 2020 acquisition of LEEDS[386](index=386&type=chunk) [Critical Accounting Estimates](index=70&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment in revenue recognition for subscriptions and professional services, business acquisitions, and stock-based compensation - Revenue Recognition: Subscription revenues are recognized ratably over the contract term. Setup fees, if deemed a material right, are recognized over a period of three to five years[338](index=338&type=chunk)[409](index=409&type=chunk) - Professional services revenue from the LEEDS acquisition is recognized over time based on cumulative resource costs incurred as a percentage of total forecast costs, requiring significant management judgment[413](index=413&type=chunk)[415](index=415&type=chunk) - Business Acquisitions: The allocation of purchase price to acquired assets, particularly intangible assets like customer relationships and developed technology, requires critical estimates of future cash flows and discount rates[419](index=419&type=chunk) - Goodwill: Goodwill is tested for impairment annually or when trigger events occur. The fair value of the reporting unit is estimated using a discounted cash flow methodology, which requires significant judgment[420](index=420&type=chunk) [Financial Statements and Supplementary Data](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited consolidated financial statements present the company's financial position and results, showing a net loss of $4.4 million in 2021 | (In thousands) | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | $34,274 | $31,136 | | Total Assets | $72,304 | $66,320 | | **Liabilities & Equity** | | | | Total Current Liabilities | $34,502 | $30,979 | | Total Liabilities | $38,489 | $32,015 | | Total Stockholders' Equity | $33,815 | $34,305 | | (In thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenues | $58,155 | $45,734 | $40,752 | | Gross Profit | $32,519 | $26,975 | $24,343 | | Net (Loss) Income | $(4,431) | $1,225 | $1,798 | - The independent auditor, Baker Tilly US, LLP, issued an unqualified opinion on the consolidated financial statements[429](index=429&type=chunk) [Notes to Consolidated Financial Statements](index=81&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data-Notes%20to%20Consolidated%20Financial%20Statements) Notes detail revenue recognition, the LEEDS acquisition, goodwill, financing, tax carryforwards, equity plans, legal contingencies, and the Forensic Logic acquisition - The company acquired LEEDS in November 2020 for a total consideration of **$23.8 million**, which included cash, stock, and a contingent earnout[512](index=512&type=chunk) - As of Dec 31, 2021, the company had federal net operating loss carryforwards of approximately **$78.4 million** to offset future taxable income, subject to limitations[540](index=540&type=chunk) - The company has a stock repurchase program of up to **$15 million**; during 2021, it repurchased **95,151 shares** for **$3.6 million**[552](index=552&type=chunk)[553](index=553&type=chunk) - Subsequent to year-end, on January 3, 2022, the company acquired Forensic Logic, LLC for **$5.0 million** in cash, **$15.0 million** in common stock, and additional contingent consideration[583](index=583&type=chunk) [Controls and Procedures](index=104&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 2021, noting LEEDS integration as a material change - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were effective[585](index=585&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[588](index=588&type=chunk) - The integration of internal controls from the LEEDS acquisition, completed in November 2020, is considered a material change to the company's internal control over financial reporting[586](index=586&type=chunk) [Other Information](index=104&type=section&id=Item%209B.%20Other%20Information) No other information is reported for this item - None[589](index=589&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=105&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement - Information for this item is incorporated by reference from the company's definitive Proxy Statement[593](index=593&type=chunk) [Executive Compensation](index=105&type=section&id=Item%2011.%20Executive%20Compensation) Executive and director compensation information is incorporated by reference from the company's definitive Proxy Statement - Information for this item is incorporated by reference from the company's definitive Proxy Statement[594](index=594&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=105&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management is incorporated by reference from the company's definitive Proxy Statement - Information for this item is incorporated by reference from the company's definitive Proxy Statement[595](index=595&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=105&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the company's definitive Proxy Statement - Information for this item is incorporated by reference from the company's definitive Proxy Statement[596](index=596&type=chunk) [Principal Accountant Fees and Services](index=105&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement - Information for this item is incorporated by reference from the company's definitive Proxy Statement[597](index=597&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=106&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists consolidated financial statements and refers to the Exhibit Index for all filed or incorporated exhibits - This section contains the consolidated financial statements and a list of exhibits filed with the report[600](index=600&type=chunk)[602](index=602&type=chunk) [Form 10-K Summary](index=106&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided - None[603](index=603&type=chunk)