SoundThinking(SSTI) - 2023 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Presents SoundThinking's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes Condensed Consolidated Balance Sheets Presents SoundThinking's financial position, detailing assets, liabilities, and equity as of September 30, 2023, and December 31, 2022 Condensed Consolidated Balance Sheets (in thousands) | Metric | September 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Assets | $132,957 | $122,748 | | Total Liabilities | $64,847 | $61,803 | | Total Stockholders' Equity | $68,110 | $60,945 | | Cash and cash equivalents | $5,800 | $10,479 | | Accounts receivable and contract assets, net | $24,966 | $30,957 | | Goodwill | $33,728 | $22,971 | | Intangible assets, net | $37,898 | $27,318 | Condensed Consolidated Statements of Operations Details SoundThinking's revenues, gross profit, operating income, and net income for the three and nine months ended September 30, 2023 and 2022 Three Months Ended September 30 (in thousands) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenues | $23,977 | $18,775 | $5,202 | 28% | | Gross profit | $13,752 | $10,302 | $3,450 | 33% | | Operating income (loss) | $(1,482) | $4,075 | $(5,557) | (136%) | | Net income (loss) | $(1,874) | $4,033 | $(5,907) | (146%) | | Net income (loss) per share, basic | $(0.15) | $0.33 | $(0.48) | (145%) | Nine Months Ended September 30 (in thousands) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenues | $66,672 | $60,005 | $6,667 | 11% | | Gross profit | $37,719 | $34,875 | $2,844 | 8% | | Operating income (loss) | $(5,640) | $7,710 | $(13,350) | (173%) | | Net income (loss) | $(6,361) | $7,430 | $(13,791) | (186%) | | Net income (loss) per share, basic | $(0.52) | $0.61 | $(1.13) | (185%) | Condensed Consolidated Statements of Comprehensive Income (Loss) Presents SoundThinking's comprehensive income and loss, including net income and other comprehensive income components, for specified periods Comprehensive Income (Loss) (in thousands) | Period | Net Income (Loss) | Comprehensive Income (Loss) | | :-------------------------- | :---------------- | :-------------------------- | | Three Months Ended Sep 30, 2023 | $(1,874) | $(1,873) | | Three Months Ended Sep 30, 2022 | $4,033 | $3,955 | | Nine Months Ended Sep 30, 2023 | $(6,361) | $(6,433) | | Nine Months Ended Sep 30, 2022 | $7,430 | $7,329 | Condensed Consolidated Statements of Stockholders' Equity Outlines changes in SoundThinking's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit Stockholders' Equity Summary (in thousands, except share data) | Metric | Balance at January 1, 2023 | Balance at September 30, 2023 | | :-------------------------- | :------------------------- | :---------------------------- | | Common Stock Shares | 12,243,929 | 12,720,608 | | Common Stock Par Value | $62 | $64 | | Additional Paid-in Capital | $153,573 | $167,169 | | Accumulated Deficit | $(92,400) | $(98,761) | | Total Stockholders' Equity | $60,945 | $68,110 | - Issuance of common stock from acquisitions contributed $11,291 thousand to additional paid-in capital during the nine months ended September 30, 2023[18] - Repurchase of common stock resulted in a reduction of $5,595 thousand in additional paid-in capital during the nine months ended September 30, 2023[20] Condensed Consolidated Statements of Cash Flows Summarizes SoundThinking's cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30 Cash Flows for Nine Months Ended September 30 (in thousands) | Cash Flow Activity | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Net cash provided by operating activities | $10,635 | $10,069 | | Net cash used in investing activities | $(15,785) | $(13,668) | | Net cash provided by (used in) financing activities | $535 | $(2,331) | | Net change in cash and cash equivalents | $(4,615) | $(5,930) | | Cash, cash equivalents and restricted cash at end of period | $5,800 | $9,604 | - Investing activities in 2023 were primarily driven by the acquisition of SafePointe ($10,995 thousand) and purchases of property and equipment ($4,350 thousand)[20][170] - Financing activities in 2023 included $7,000 thousand in proceeds from the line of credit, offset by $5,595 thousand in common stock repurchases and $1,500 thousand in contingent consideration payments[20][172] Notes to Condensed Consolidated Financial Statements Provides detailed explanations and additional information supporting the condensed consolidated financial statements, covering accounting policies and specific accounts Note 1. Organization and Description of Business Details SoundThinking's rebranding, its SafetySmart™ Platform offerings, and the acquisition of SafePointe, LLC in August 2023 - SoundThinking, Inc. (formerly ShotSpotter, Inc.) rebranded in April 2023 to reflect its broader public safety impact[23] - The company introduced its SafetySmart™ Platform, which includes ShotSpotter®, CrimeTracer™, CaseBuilder™, and ResourceRouter™[23] - In August 2023, SoundThinking acquired SafePointe, LLC, adding an AI-based weapons detection product offering to its SafetySmart Platform[23] Note 2. Summary of Significant Accounting Policies Outlines the accounting principles and significant management estimates used in preparing the financial statements, including customer and supplier concentration - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC interim financial reporting rules[25] - Management's significant estimates include valuation of accounts receivable, tangible and intangible assets, contingent consideration, stock-based compensation, revenue recognition, and income taxes[28] Customer Concentration | Metric | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :----------------- | :----------------- | | Accounts Receivable (top 2 customers) | 13% and 12% | 23% and 17% | | Revenues (top 2 customers, 3 months) | 24% and 9% | 26% and 11% | | Revenues (top 2 customers, 9 months) | 25% and 9% | 32% and 10% | - The company relies on a limited number of suppliers, with a single supplier for its proprietary sensors[34] Note 3. Revenue Related Disclosures Provides details on deferred revenue, remaining performance obligations, and the types of revenue recognized by SoundThinking Deferred Revenue (in thousands) | Period | Beginning Balance | Ending Balance | | :-------------------------- | :---------------- | :------------- | | Nine Months Ended Sep 30, 2023 | $43,720 | $38,346 | | Nine Months Ended Sep 30, 2022 | $26,709 | $36,969 | Remaining Performance Obligations as of September 30, 2023 (in thousands) | Period | Amount | | :---------------- | :------- | | Remainder of 2023 | $22,506 | | 2024 | $55,249 | | 2025 | $26,352 | | Thereafter | $13,576 | | Total | $117,683 | - For the nine months ended September 30, 2023, $63.0 million in revenue was recognized from monthly subscription, maintenance, and support services, and $3.7 million from professional software development services[38] Note 4. Acquisitions Details SoundThinking's acquisitions of SafePointe, LLC in 2023 and Forensic Logic, LLC in 2022, including purchase considerations and recognized assets - In August 2023, SoundThinking acquired SafePointe, LLC for a total purchase consideration of $25.6 million, consisting of $11.4 million in cash, $11.2 million in common stock, and a $3.0 million contingent earnout[41] - The SafePointe acquisition resulted in the recognition of $10.757 million in goodwill and acquired intangible assets including customer relationships ($2.5 million), software technology ($9.2 million), and tradename ($1.1 million)[42] - In January 2022, the company acquired Forensic Logic, LLC for $31.6 million, including $4.9 million in cash, $14.3 million in common stock, and a $12.4 million contingent earnout[48] Note 5. Fair Value Measurements Discusses the fair value measurements of contingent consideration liabilities for acquisitions, classified as Level III, and their changes - Contingent consideration liabilities for Forensic Logic and SafePointe acquisitions are classified as Level III fair value measurements[52][53] - The fair value of Forensic Logic's contingent consideration decreased by $0.9 million during the nine months ended September 30, 2023, due to revised revenue forecasts[52][54] - The SafePointe contingent consideration liability was estimated at $3.0 million as of the acquisition date in August 2023[53][54] Note 6. Goodwill Reports the goodwill balance and attributes its increase primarily to the SafePointe acquisition Goodwill Balance (in thousands) | Date | Amount | | :---------------- | :------- | | September 30, 2023 | $33,728 | | December 31, 2022 | $22,971 | - The increase in goodwill is primarily attributable to the acquisition of SafePointe ($10,757 thousand)[55] Note 7. Intangible Assets, Net Presents the net balance of intangible assets by type, including customer relationships and software technology, and details future amortization Intangible Assets, Net (in thousands) | Asset Type | September 30, 2023 (Net) | December 31, 2022 (Net) | | :-------------------------- | :----------------------- | :---------------------- | | Customer relationships | $21,465 | $20,210 | | Acquired software technology | $14,569 | $6,125 | | Patents and intellectual property | $779 | $94 | | Tradename | $1,085 | $889 | | Total intangible assets, net | $37,898 | $27,318 | - Intangible amortization expense was $3.0 million for the nine months ended September 30, 2023, up from $2.1 million in the prior year[57] Future Intangible Asset Amortization as of September 30, 2023 (in thousands) | Period | Amount | | :---------------- | :------- | | Remainder of 2023 | $963 | | 2024 | $3,841 | | 2025 | $3,823 | | 2026 | $3,783 | | 2027 | $3,770 | | Thereafter | $21,718 | | Total | $37,898 | Note 8. Details of Certain Condensed Consolidated Balance Sheet Accounts Provides detailed breakdowns of specific balance sheet accounts, including accounts receivable, contract assets, accrued expenses, and other current and long-term liabilities Accounts Receivable and Contract Assets, Net (in thousands) | Date | Amount | | :---------------- | :------- | | September 30, 2023 | $24,966 | | December 31, 2022 | $30,957 | Accrued Expenses and Other Current Liabilities (in thousands) | Date | September 30, 2023 | December 31, 2022 | | :-------------------------- | :----------------- | :----------------- | | Personnel-related accruals | $5,393 | $5,971 | | Contingent consideration liability | $2,323 | $1,500 | | Total | $10,482 | $9,965 | Other Liabilities (Long-Term) (in thousands) | Date | September 30, 2023 | December 31, 2022 | | :-------------------------- | :----------------- | :----------------- | | Operating lease liabilities | $1,803 | $2,554 | | Contingent consideration liability | $2,994 | $3,246 | | Total | $4,797 | $5,800 | Note 9. Related Party Transactions Discloses revenues recognized from SoundThinking Labs projects with charitable organizations linked to related parties - The company recognized $85,000 in revenues from SoundThinking Labs projects with charitable organizations linked to a former director and a significant stockholder for the nine months ended September 30, 2023[61] Note 10. Stock Repurchase Program Details the company's common stock repurchases during the period and the remaining authorization under its stock repurchase program - During the nine months ended September 30, 2023, the company repurchased 228,782 shares of common stock for $5.6 million at an average price of $24.41 per share[62] - As of September 30, 2023, $19.4 million remains available under the $25.0 million stock repurchase program approved in November 2022[162] Note 11. Net Income (Loss) per Share Presents basic and diluted net income (loss) per share, along with weighted-average shares outstanding, for quarterly and nine-month periods Net Income (Loss) per Share (in thousands, except per share data) | Metric | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Net income (loss) | $(1,874) | $4,033 | $(6,361) | $7,430 | | Weighted-average shares outstanding, basic | 12,480,830 | 12,167,632 | 12,320,119 | 12,156,980 | | Net income (loss) per share, basic | $(0.15) | $0.33 | $(0.52) | $0.61 | | Net income (loss) per share, diluted | $(0.15) | $0.33 | $(0.52) | $0.60 | - 1,776,793 potentially dilutive shares (options to purchase common stock) were excluded from diluted EPS calculation for Q3 2023 and 9M 2023 as their effect would have been anti-dilutive[65] Note 12. Equity Incentive Plans Details stock option activity, stock-based compensation expense, and changes in shares reserved under the company's equity incentive plans Stock Option Activity (Nine Months Ended September 30, 2023) | Metric | Number of Options Outstanding | Weighted Average Exercise Price | | :-------------------------- | :---------------------------- | :------------------------------ | | Outstanding at Dec 31, 2022 | 1,256,056 | $28.20 | | Granted | 654,714 | $25.73 | | Exercised | (17,214) | $8.61 | | Canceled | (116,763) | $32.04 | | Outstanding at Sep 30, 2023 | 1,776,793 | $27.21 | - Stock-based compensation expense totaled $7,272 thousand for the nine months ended September 30, 2023, allocated across cost of revenues, sales and marketing, R&D, and G&A[74] - The number of shares reserved for issuance under the 2017 Equity Incentive Plan increased by 612,196 shares on January 1, 2023, due to an evergreen provision[68] Note 13. Financing Arrangements Describes the amended Umpqua Credit Agreement, including the increased revolving credit commitment, outstanding balance, and available loan facility - The Umpqua Credit Agreement was amended in November 2022, increasing the revolving credit commitment to $25.0 million and extending the maturity date to October 15, 2024[75] - As of September 30, 2023, $7.0 million was outstanding on the company's line of credit, primarily used to partially fund the SafePointe acquisition[76] - The available loan facility as of September 30, 2023, was approximately $18.0 million[76] Note 14. Commitments and Contingencies Details SoundThinking's involvement in a legal proceeding concerning gunshot alert evidence and the potential adverse effects of an unfavorable outcome - SoundThinking is a defendant in a legal proceeding alleging conspiracy to violate civil rights and malicious prosecution related to gunshot alert evidence, which the company is vigorously disputing[78] - An unfavorable outcome in litigation could require substantial damages or prevent the sale of certain products, potentially having a material adverse effect on the company's business[80] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses SoundThinking's financial condition and operational performance, including business overview, key factors, financial comparisons, and liquidity Overview Provides a business overview, including SoundThinking's rebranding, SafetySmart™ platform, SafePointe acquisition, and key operational metrics - SoundThinking, Inc. (formerly ShotSpotter, Inc.) rebranded in April 2023 and offers the SafetySmart™ platform, including ShotSpotter®, CrimeTracer™, CaseBuilder™, and ResourceRouter™[83] - The company acquired SafePointe, LLC in August 2023, integrating its AI-based weapons detection system into the SafetySmart platform[83][90] Revenue Contribution from ShotSpotter | Period | ShotSpotter Revenue % of Total | | :-------------------------- | :----------------------------- | | Three Months Ended Sep 30, 2023 | 69% | | Three Months Ended Sep 30, 2022 | 74% | | Nine Months Ended Sep 30, 2023 | 71% | | Nine Months Ended Sep 30, 2022 | 68% | Net New 'Go-Live' Cities and Universities | Period | Net New 'Go-Live' | | :-------------------------- | :----------------- | | Three Months Ended Sep 30, 2023 | 7 | | Three Months Ended Sep 30, 2022 | 6 | | Nine Months Ended Sep 30, 2023 | 21 | | Nine Months Ended Sep 30, 2022 | 17 | Components of Results of Operations Explains the primary drivers of SoundThinking's revenues and costs, including subscription services, cost of revenues, and operating expenses - The majority of revenues are derived from subscription services, recognized ratably over the contract term (typically one to three years)[106] - Cost of revenues for ShotSpotter solutions primarily includes depreciation of sensor networks, communication expenses, hosting costs, IRC operations, and personnel costs[115] - Operating expenses (sales and marketing, R&D, G&A) are expected to increase in absolute dollars in the near term due to growth, but generally decrease as a percentage of revenues over time[121] - Research and development efforts focus on new lower-cost sensor hardware, feature development, functionality improvements, and leveraging AI/ML for acoustic event analysis[124][128] Results of Operations Analyzes SoundThinking's financial performance, comparing revenues, gross profit, and net income for the three and nine months ended September 30 Comparison of Three Months Ended September 30, 2023 and 2022 Compares SoundThinking's financial performance for the third quarter, highlighting changes in revenues, net income, and operating expenses - Revenues increased by $5.2 million (28%) to $24.0 million, driven by new customers, expansion of existing coverage, and contributions from the SafePointe acquisition[135] - Net income shifted to a loss of $(1.9) million in 2023 from a $4.0 million profit in 2022, a 146% decrease[134] - Total operating expenses increased by $9.0 million (145%), primarily due to $0.7 million in SafePointe acquisition expenses, $0.5 million in legal costs, and $0.6 million in personnel-related costs[139] Comparison of Nine Months Ended September 30, 2023 and 2022 Compares SoundThinking's financial performance for the nine-month period, detailing changes in revenues, net income, and operating expenses - Revenues increased by $6.7 million (11%) to $66.7 million, mainly from new customers and expanded coverage areas[145] - Net income shifted to a loss of $(6.4) million in 2023 from a $7.4 million profit in 2022, an 186% decrease[144] - Total operating expenses increased by $16.2 million (60%), driven by higher sales and marketing ($2.9 million), R&D ($1.3 million), and G&A ($4.1 million) expenses[144][147][149][150] Liquidity and Capital Resources Assesses SoundThinking's financial liquidity, including cash position, credit facilities, and future cash requirements for operations and acquisitions - As of September 30, 2023, the company had $5.8 million in cash and cash equivalents and an available credit facility of approximately $18.0 million, with $7.0 million outstanding[154] - Management believes existing cash, credit facility, and operating cash flow will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months[155] - Future cash requirements include contingent earnouts for SafePointe (up to $11.5 million through 2025) and Forensic Logic (up to $10.5 million for 2023), and the remaining $19.4 million under the stock repurchase program[157][159][162] Cash Flows for Nine Months Ended September 30 (in thousands) | Cash Flow Activity | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Net cash provided by operating activities | $10,635 | $10,069 | | Net cash used in investing activities | $(15,785) | $(13,668) | | Net cash provided by (used in) financing activities | $535 | $(2,331) | Critical Accounting Estimates Highlights management's significant estimates and assumptions in financial reporting, noting no material changes from the prior annual report - The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts of revenues, assets, liabilities, costs, and expenses[173] - No material changes to critical accounting policies and estimates were reported from those disclosed in the 2022 Annual Report on Form 10-K[174] Recently Issued Accounting Pronouncements Directs readers to Note 2 for information regarding recently issued accounting pronouncements relevant to the financial statements - Refer to Note 2, Summary of Significant Accounting Policies, for information on recently issued accounting pronouncements[175] Item 3. Qualitative and Quantitative Disclosures About Market Risk Discusses SoundThinking's market risk exposure, primarily from interest rates, foreign exchange, and inflation, with no material changes reported - The company's market risk exposure is primarily due to fluctuations in interest rates, foreign exchange rates, and inflation[176] - No material changes in market risk occurred during the nine months ended September 30, 2023, compared to the 2022 Annual Report on Form 10-K[177] Item 4. Controls and Procedures Management confirmed effective disclosure controls and procedures, with ongoing integration of SafePointe's internal controls and no other material changes - Management concluded that disclosure controls and procedures were effective as of September 30, 2023[178] - Internal controls at SafePointe are being integrated into the company's control structure following its acquisition in August 2023[179] - No other material changes in internal control over financial reporting occurred during the quarter ended September 30, 2023[179] PART II. OTHER INFORMATION Item 1. Legal Proceedings Incorporates legal proceedings information from Note 14, detailing a civil rights and malicious prosecution lawsuit against the company - Information on legal proceedings is incorporated by reference from Note 14 to the condensed consolidated financial statements[181] Item 1A. Risk Factors Outlines significant investment risks, categorized by growth, public safety, operations, legal compliance, and common stock ownership, including AI and supply chain concerns Summary of Risk Factors Summarizes high risks associated with SoundThinking common stock, covering business growth, operational challenges, and external market factors - Investing in SoundThinking common stock involves high risks, including those related to business growth, service interruptions, market penetration, customer funding availability, and fluctuating operating results[183] - Other significant risks include unprofitability, need for additional capital, complexities of government contracts, failure of solutions to meet expectations, false positive alerts, negative publicity, economic downturns, and privacy concerns[183] Risks Related to Our Growth Identifies risks impacting SoundThinking's growth, including customer acquisition, market expansion, fluctuating results, profitability, and capital needs - The company's ability to grow depends on accelerating new customer acquisition, expanding coverage for existing customers, international expansion, entering new vertical markets, and managing macroeconomic pressures[184] - Quarterly results may fluctuate significantly due to factors like customer base expansion/contraction, contract renewals, sales timing, customer budgets, and general economic conditions[188] - The company reported a net loss of $6.4 million for the nine months ended September 30, 2023, and an accumulated deficit of $98.8 million, indicating it may not achieve or maintain profitability[195] - Additional capital may be required to fund business growth, potentially leading to equity dilution for existing stockholders or restrictive covenants from debt financing[198] Risks Related to Our Public Safety Business Addresses risks specific to SoundThinking's public safety business, including government contracts, renewal challenges, alert accuracy, and public perception - Success depends on maintaining and increasing sales to government entities, which are influenced by factors like funding availability, political changes, and public perception[199] - The contract with the City of Chicago (9% of 9M 2023 revenues) expires in February 2024, and a delayed renewal with Puerto Rico poses a risk to operating results[201] - Real or perceived false positive gunshot alerts or failures to generate alerts for actual gunfire could damage the company's brand, reputation, and growth prospects[216] - Negative publicity, economic uncertainties, geopolitical developments, and social unrest (e.g., 'Defund the Police' movement) can adversely affect customer funding and business operations[220][225] Strategic and Operational Risks Covers risks related to international expansion, technology interruptions, acquisition integration, supply chain dependencies, and the use of artificial intelligence - Expanding into new international markets exposes the company to significant regulatory, economic, and political risks, potentially delaying sales and increasing costs[227][292] - Interruptions or performance problems with technology, infrastructure, or third-party providers (e.g., wireless carriers, data centers) could impair service delivery and harm the business[233][236][259] - Acquisitions, such as SafePointe and Forensic Logic, carry risks including integration challenges, failure to retain key personnel, unforeseen liabilities, and potential dilution from stock issuance[251][253][254] - Reliance on a limited number of suppliers, including a single contract manufacturer for proprietary ShotSpotter sensors, creates supply chain vulnerabilities[280] - The use of artificial intelligence (AI) in products and services may lead to operational challenges, legal liability, reputational concerns, and competitive risks due to potential flaws, biases, or misuse[286][287][288][289] Legal and Regulatory Risks Examines legal and regulatory risks, including data privacy, AI compliance, NOL limitations, and intellectual property protection and infringement claims - The company is subject to stringent and evolving data privacy and security laws (e.g., GDPR, CCPA, wiretapping laws) and contractual obligations, with non-compliance potentially leading to investigations, fines, and litigation[300][304][306][313] - The use of generative AI tools introduces new legal and compliance uncertainties, including intellectual property ownership challenges and risks of disclosing confidential information[331][332] - The ability to use net operating losses (NOLs) to offset future taxable income may be limited by ownership changes under Section 382 of the Internal Revenue Code and state-specific rules[316] - Failure to adequately protect intellectual property rights (patents, trade secrets) could adversely affect the business, and the company may face costly intellectual property infringement claims from third parties[322][329] Risks Related to the Ownership of Our Common Stock Addresses risks concerning common stock ownership, including price volatility, potential dilution from future sales, dividend policy, and anti-takeover provisions - The market price of common stock may be volatile due to fluctuations in operating results, analyst coverage, funding availability, economic conditions, and negative publicity[335] - Substantial future sales of common stock could cause the market price to decline, and the stock repurchase program, while intended to enhance value, could increase volatility or diminish cash reserves[337][338][339] - The company does not intend to pay dividends for the foreseeable future, requiring investors to rely on stock price appreciation for returns[346] - Anti-takeover provisions in charter documents and Delaware law, such as a classified board and restrictions on stockholder actions, could make an acquisition more difficult and limit stockholder influence[347][349] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details unregistered equity sales for acquisitions and common stock repurchases during Q3 2023, including shares issued and program status - On August 15, 2023, 4,638 shares of common stock were issued to PredPol Inc. for intellectual property assets[353] - On August 18, 2023, 549,579 shares of common stock were issued to SafePointe members as partial consideration for the acquisition[353] - These issuances were deemed exempt from registration under Section 4(a)(2) of the Securities Act[354] Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands) | | :-------------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | | July 1, 2023 - July 31, 2023 | — | — | $21,358 | | August 1, 2023 - August 31, 2023 | 44,980 | $20.60 | $20,431 | | September 1, 2023 - September 30, 2023 | 48,032 | $21.15 | $19,416 | | Total | 93,012 | $20.88 | | Item 6. Exhibits Provides an index of all exhibits filed with the Form 10-Q, including corporate governance documents, officer certifications, and XBRL data - The exhibit index includes corporate governance documents (Amended and Restated Certificate of Incorporation, Bylaws), certifications of principal executive and financial officers, and various Inline XBRL documents[358] Signatures The report is officially signed by SoundThinking, Inc.'s President, CEO, and CFO on November 14, 2023, certifying its submission - The report was signed by Ralph A. Clark, President and Chief Executive Officer, and Alan R. Stewart, Chief Financial Officer, on November 14, 2023[363][364]