Good afternoon, and welcome to SoundThinking’s Second Quarter 2023 Conference Call. My name is Ina, and I will be your operator for today’s call. Joining us are SoundThinking CEO, Ralph Clark; and CFO, Alan Stewart. Please note that certain information discussed on the call today will include forward-looking statements about future events and SoundThinking’s business strategy and future financial and operating performance. These forward-looking statements are only predictions and are subject to risks and uncertainties and assumptions that are difficult to predict and may cause the actual results to differ materially from those stated or implied by those statements. Certain of these risks and assumptions are discussed in SoundThinking’s SEC filings, including its registration statement on Form S-1. These forward-looking statements reflect management’s beliefs, estimates and predictions as of the date of this live broadcast, August 8, 2023, and SoundThinking undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this call. Finally, I would like to remind everyone that this call will be recorded and made available for replay via link available in the Investor Relations section of the Company’s website at ir.soundthinking.com. Now, I would like to turn the call over to SoundThinking’s CEO, Ralph Clark. Sir, please proceed.

Good afternoon. And thank you for joining our second quarter 2023 conference call. After Alan and I give our views, we’ll be happy to take your questions. However, before I get into the specifics of our Q2 2023 performance, I want to first share with you that overall, our company is settling into our expanded platform vision and our new corporate identity of SoundThinking. We’re well on our way toward executing on the promising next phase of our growth journey and impact narrative. We continue to be bullish on the tremendous opportunity we have in partnering with law enforcement and their digital transformation, which we believe is fundamental in improving the law enforcement profession and better connecting them to the communities they serve. And even with the current challenges they face with limited resources and increased scrutiny, we are committed in our purpose to help them become more efficient, effective and equitable in closing the public safety gap that exists in communities worldwide. Turning to financial performance. Our Q2 2023 revenues were mostly in line with our expectations with $22.1 million compared to Q2 2022 revenue of $20 million. Adjusted EBITDA was $2.4 million or 11% of revenues compared to $4.1 million or 20% of revenues for Q2 2022. As Alan will address in more detail, below-the-line expenses in this quarter included increased investment in sales and marketing associated with our rebranding launch along with increased headcount and personnel-related costs and a few one-time other expenses. We had another phenomenal quarter of go-live activity with 7 new city captures and 1 new university along with 7 city expansions and a university expansion this quarter. These included, but were not limited to, new customer captures of Erie, Pennsylvania, Deerfield Beach and Lauderhill, Florida. We also took live material expansion miles in Detroit, Cleveland and Virginia Beach. We are confident in our go-live momentum and with what has already been taken live during the first half of this year, combined with our current booked, contracted and staffed projects slated to go live in the next 60 to 90 days, we project to be at 140 ShotSpotter go-live miles this year. There is a potential upside to this forecast that could put us north of 150 miles to the extent that we can book additional near-term sales pipeline opportunities in Q3 that can also be deployed in Q4. I’m also quite happy to report that we have another quarter with zero attrition. Let me provide a brief update on where we are in Chicago. Recent public statements and actions by the Mayor’s office, including the formal budget appropriation and funding of the previously executed contract extension, have been constructive. We believe this moves us beyond the potential 2023 cancellation risk that we had previously and appropriately factored. We’re still very focused on working with Chicago PD on demonstrating and articulating the value of ShotSpotter in saving lives and enhancing downstream investigations, as we continue to build upon strong police department and city council support. In fact, just this past weekend, local news reported on a 6 a.m. ShotSpotter alert that led Chicago PD in finding a 14-year-old gunshot wound victim who was quickly rushed to a stronger hospital in critical condition. There was no corresponding 911 call. It is likely that this child is alive today due to the ShotSpotter alert and the quick and brave response of Chicago PD first responders. This narrative is consistent with the feedback we’ve received in a recent modest community outreach campaign conducted in and around Chicago. We are very pleased but not at all surprised with the overwhelming positive response that was garnered, including incredibly supportive comments and powerful personal testimonies of lives saved like the tragic incident I just shared from this past weekend. Importantly, we believe the capability ShotSpotter helps bring about is consistent with Mayor Johnson’s expressed values and his focus on community engagement. We are hopeful and looking forward to continuing our partnership with the city and citizens of Chicago. We also have positive news to share regarding Puerto Rico. As you may recall, we reluctantly terminated our service to Puerto Rico earlier this year due to the contract expiration and the customer’s inability to extend our multiyear contract. Puerto Rico has since contracted for a 90-day interim extension to resume service. They use this period not only to develop but also issue an RFP and evaluate competitive bids. We are highly confident about our prospects for a multiyear contract award, given our stellar track record and value to the Puerto Rico Police Department. We’re very excited to continue our work in Puerto Rico and build upon our relationship representing over 10 years, should this new contract be awarded and formally executed. ShotSpotter momentum is clearly building, and we continue to invest in widening our competitive moat with key new features that support increased law enforcement transparency and effectiveness. The first of these, our Ground Truth feature, provides responding officers the ability to quickly annotate the alert in their mobile app with a metadata description of the disposition of that incident, such as shell casing evidence found or victim attended. Our ShotCast feature is a media-ready digital alert that can be shared with local broadcast media that shows the approximate location of the gunfire event on a map with an animated dot representing round count combined with a recorded audio snippet of the alert. And lastly, our new Cop to Dot feature automatically measures and tracks the time from alert to dispatch officer response that agency management can analyze to show overall response times to ShotSpotter alerts. We’re also deploying a new acoustic gunshot detection sensor platform that includes a robust azimuth capability and a neural network filtering feature that will further improve our already high accuracy rate. We believe these cumulative enhancements demonstrate our commitment to further invest in innovation and maintain our dominant position in the wide area acoustic gunshot detection space. We are further encouraged by several cross-sell and bundle opportunities we see across our four solution offerings of the SafetySmart platform. In the second quarter alone, we closed 3 cross-sell/bundled deals. The cross-sell and bundle pipeline is growing along with new buying center opportunities that we believe will become a bigger part of our growth story going forward. And lastly, on the product front, I’m excited to share that we are negotiating an agreement with PredPol, an early pioneer in developing AI-based patrol management solutions to transition their customers to SoundThinking’s ResourceRouter solution, as well as acquire their patents in certain intellectual property. We have already hired their engineering team who will be working on the transition plan as well as accelerating the current ResourceRouter product roadmap. ResourceRouter provides a unique and proven way to allocate patrol resources in a way to deter crime without risking over-policing. In this era of early retirements, recruitment challenges, and understaffed departments, we view these capabilities as key in helping agencies do more with less through technology. While not material in the near term, over time, we believe the combination of cross-selling PredPol customers to multiple SoundThinking solutions and the application of this patent to enhance our platform will be a meaningful value contributor to the Company and facilitate our application of AI and machine learning technology to public safety. In conclusion, we’re maintaining our full year revenue guidance in the range of $92 million to $94 million for 2023, while adjusting our full year adjusted EBITDA margin to be in the range of 16% to 18% of revenues. And with that, let me turn the call over to Alan.

Thank you, Ralph. We’re pleased with our performance in the second quarter. As Ralph mentioned, this quarter, we went live in 7 new ShotSpotter cities and 1 new university and expanded in 7 current cities and 1 current university. We’re continuing to see an increase in the interest of our solutions across our SafetySmart platform. At this point, we expect to add approximately 140 new miles of ShotSpotter coverage this year, almost 40% higher than 2022. In Q2, we also contracted with two new CaseBuilder customers and 3 new CrimeTracer customers. Our bundled product strategy appears to be working well as we are starting to see a dramatic increase from customers who would like to contract with multiple products from our SafetySmart platform. Let me provide more details on the quarter, and then I will share some thoughts around the balance of the year. Second quarter revenues were slightly ahead of expectations at $22.1 million, a 10% increase over $20 million in the second quarter of 2022. Revenue increased as our deployed miles are up year-over-year. Gross profit for the second quarter of 2023 was $12.7 million or 57% of revenue versus $11.6 million or 58% of revenue for the prior year period. We expect gross margins to improve in the second half of the year after we are awarded the large CaseBuilder contract with the Department of Corrections customer. Our adjusted EBITDA was down to $2.4 million this year from $4.1 million last year for the second quarter due to some one-time expenses that totaled approximately $1.7 million. As a reminder, adjusted EBITDA, a non-GAAP financial measure, is calculated by taking our GAAP net income or loss and adjusting out interest income, income taxes, depreciation, amortization and impairment, stock-based compensation expenses and acquisition-related expenses, including adjustments to our contingent consideration obligation. Turning to our expenses. Our operating expenses for the second quarter were $15 million or 68% of revenues versus $8.4 million or 42% of revenues in the second quarter of 2022. Operating expenses included higher costs, primarily due to personnel expansion, continued high legal expenses and approximately $1.7 million related to items such as approximately $500,000 related to a company-wide all-hands meeting tied to our company name and product rebranding launch, over $800,000 in accelerated intangible amortization related to our Forensic Logic acquisition, a write-off related to unpaid invoices from Puerto Rico, and a couple of other less material items. That said, operating expenses for the second quarter were offset by contingent consideration adjustment, a reduction of approximately $1 million related to the potential earn-out payments associated with our Forensic Logic acquisition, which have been reduced for 2023 due to a reduction in the value of some expected contracts. Breaking down our expenses, sales and marketing expense for the second quarter was $7.4 million or 34% of total revenue versus $5.8 million or 29% of total revenue for the prior year period. The increase in costs was related to the above-mentioned items. Our R&D expenses for the second quarter were $3.1 million or 14% of total revenue compared to $2.5 million or 13% of total revenue for the prior year period. We continue to invest in increasing the functionality of all of our products. G&A expenses for the quarter were $5.5 million or 25% of total revenue compared to $3.6 million or 18% of total revenue for the prior year period. G&A expenses do not include any changes in the fair value of the contingent consideration. The increase in G&A expenses was primarily related to increased legal costs, increased personnel-related costs, higher consulting fees, and some business acquisition costs. We expect our G&A expenses will continue to stay similar to Q2 in absolute dollars as our company grows. That said, for the third and fourth quarters, we expect that they would decrease as a percentage of revenues from what we experienced in Q2. Our GAAP net loss was $2.7 million or $0.22 per basic and diluted shares for the quarter based on 12.2 million basic concluded weighted average shares outstanding. This compares to net income of $3 million or an income of $0.25 per basic share and $0.24 per diluted share for the second quarter based on $12.1 million and $12.3 million basic and diluted weighted shares outstanding, respectively, for the prior year period. Our adjusted net income for the second quarter was a loss of $3.5 million or a loss of $0.28 per share based on 12.2 million basic and diluted weighted average shares outstanding. This compares to a loss of $427,000 or a loss of $0.04 per share based on 12.1 million basic and diluted weighted average shares outstanding for the prior year period. Adjusted net income, a non-GAAP financial measure, is calculated by taking our GAAP net income and adding back acquisition-related expenses, including adjustments to our contingent consideration obligation. Deferred revenue at the end of the quarter decreased to $39 million from $43.7 million at the end of the fourth quarter 2022, and the decrease was primarily related to the timing of renewals. We ended the quarter with $3.9 million in cash and cash equivalents versus $10.5 million at the end of the fourth quarter 2022. The decrease is primarily related to almost $27.6 million in accounts receivable that we had at the end of the second quarter, some of which has already been collected. Our current cash balance is greater than $10 million. During the second quarter, we repurchased 100,401 of our shares at an average price of $23.79 for approximately $2.4 million. We have approximately $25 million available on our line of credit, if ever needed. So, we still have no short or long-term debt outstanding. Turning to our full year 2023 outlook. We’re maintaining our full year revenue guidance range at $92 million to $94 million but reducing our adjusted EBITDA margin to 16% to 18% based on the increased expenses incurred during the quarter and the ongoing legal costs that are higher than expected. Now back to Ralph for some final thoughts. And then we’ll be happy to take your questions.

Thanks, Alan. Before we take your questions, I want to give a personal shout-out and thank you to our project management and field services teams that really stepped up and had a phenomenal first half performance of go-live activity this year. I also want to thank our incident review center, customer service, and DevOps teams for executing one of the smoothest drama-free July 4th holidays we have ever experienced in the 10-plus years I’ve been with the Company. The company-wide collaborations and collective passion for our purpose sets us apart and is literally saving lives every single day. Thank you. And with that, we’ll now take your questions.

Your first question comes from the line of Richard Baldry. Please go ahead.

Thanks. You sort of mentioned that there could be upside to another 10 miles in the second half added. Talk about sort of what the swing factors there are, is it the time to get to contract still, or is it more deployment or maybe a little bit of both?

Yes. This is Ralph, Richard. Thank you very much for that question. It’s a little bit of both. We have a number of deals that are in the last stage of being negotiated. And to the extent that we’re able to kind of bring those over the wire and book them soon enough to be able to staff them with project managers and get them deployed before the year-end, that’s what that extra 10-plus miles could potentially be.

Okay. And I think I heard that the large CaseBuilder deal contract was actually closed in the second quarter, if I heard that correctly. Could you maybe talk about the factors around deploying that? What needs to be done to deploy it sort of around revenue recognition, when that could start to impact the P&L, does it scale over time? Just any color around how that will work in the future.

Yes. So, this is Ralph again. Yes, let me correct you. We haven’t formally closed that transaction yet. That’s still very much in the pipeline and being worked. In fact, we ran into a bit of a delay, which is the bad news. I guess, the good news is that part of the delay was due to negotiating another year of contract on that deal. Previously, I think we had talked about being a 5-year kind of $16 million deal. It’s now been extended to 6 years and it’ll come in at approximately $18 million. So, that is still very much in the pipeline, and we’re hoping to get that closed in the next quarter.

Okay, great. And then on the bundled sales, can you maybe talk a little bit about how that process is working? Are you leading with that? Are you finding there’s sort of inbound interest when you’re approaching on that? And is that a few of your salespeople that are sort of running with that as a primary, or is that really across the board for your sales guys?

Yes, this is Alan. I’ll respond first and then Ralph can add his thoughts. This applies to all of our salespeople. The commission plans we have established encompass all the various products we are currently offering. We've noticed that when we discuss one specific solution, customers often mention they've heard about our other offerings. In those situations, we inform them about additional solutions, even if they haven't directly requested that information. We might casually mention, for example, "By the way, we also provide this and that which may interest you, similar to what appealed to customers X, Y, or Z." Consequently, we're observing a growing interest from customers in bundled products.

And in pushing that, is there some sort of concept of if you take it both upfront and do it that there’s a discount or a better pricing associated with that, or do you just feel that when you’re in implementing, it’s just easier to do both at the same time, so the clients are just happy to get it done in one shot?

Yes. This is Alan. Okay. Great question. We are offering a slight discount. It’s not significant when you start adding the additional contracts, but it is a slight discount and enough that people are taking advantage of it.

And your next question comes from the line of Mike Latimore from Northland Capital.

Hi. This is Aditya on behalf of Mike Latimore. Could you tell me what percentage of the bookings in the first half of the year came from the Tier 4 and Tier 5 cities?

Yes, I'll try to answer your question. I’m not sure we understood it correctly, so please correct us if we're wrong. We have booked a number of cities, including both new cities and expansions, along with a few new universities. In total, considering our go-live activities for the first and second quarters, as well as what we currently have planned and staffed, we believe we could reach 140 square miles of deployment, which is 20 miles more than what we initially discussed in our plans. We are making significant progress with our core business regarding domestic acoustic gunshot mile deployments. Does that answer your question?

Yes. But what percentage of it comes from the Tier 4 cities, Tier 5 cities?

Yes. What we can say is that there were a few contracts that began to go live or were assigned in Q2, which we were awarded by the cities in the second half of last year. For instance, Suffolk County and Cleveland were mentioned in the fourth quarter of last year, but the contracts were not signed until the first and second quarters of this year. We are noticing more new cities coming on board, although it can take time for them to receive city council approval and get the contracts finalized.

All right. Got it. Could you give some color on what kind of gross margins we can expect for the second half of the year?

Yes, sure. So, this is Alan again. So, we did see an increase in gross margins. First quarter was only about 55%. We’re now back up to 57%. We are expecting gross margins to increase continuing into Q3 and Q4. Some of those are related to when we expect Puerto Rico to get back under contract. That will significantly improve the gross margin, as well as the Department of Corrections contract, the large one. We’ve already incurred a lot of the costs related to that revenue that’s coming in. So, it’s going to come in with a higher gross margin as well. We would expect and hope to have that gross margin pretty close to 60% by the time we ended the year.

And your next question comes from the line of Jeremy Hamblin from Craig-Hallum Capital Group.

I want to come back to the expense side of the business, the operating expenses and just make sure that I had a good understanding of expectations going forward. So, kind of starting with the sales and marketing costs, which accelerated. You noted that you’ve made some investments looking to drive the business. And I just wanted to understand, $7.4 million in Q2, I think probably one of the biggest step-ups, maybe the biggest step-up you guys have had in any quarter sequentially since you’ve been public. Is any of that one-time? Is that kind of $7 million-plus really the range that we would be thinking about on a go-forward basis? And how should we be thinking about that into 2024 as well?

Jeremy, this is Alan. Thank you for your question; it's a good one and can be a bit complex. The increase from $5.8 million in Q2 last year to $7.4 million this year is about $1.6 million. However, it’s important to note that $1.5 million of that increase pertains to expenses that are not expected to repeat. Specifically, $800,000 is linked to an accelerated intangible amortization regarding trademarks and forensic logic. When we transitioned from COPLINK X to CrimeTracer, we had to make adjustments based on purchase price allocations, which required us to accelerate that amortization. If we hadn't done this, the $800,000 would have been spread out over the next ten years, making it a non-recurring expense. In addition, approximately $500,000 was related to the one-time rebranding costs for the company name and our four products, which we won’t incur again. Therefore, that accounts for $1.3 million of the $1.6 million, bringing us close to last year’s figures. We have added some ongoing costs, about $1 million for personnel and other items, which accounts for a slight increase of a few hundred thousand dollars this quarter. The significant part is that most of the previous expenses are not going to recur. Looking ahead, regarding sales and marketing spending, which is currently at 34%, we anticipate this will decrease to around 28% as we move forward.

Got it. And when you say 28%, you’re talking about in the second half of ’23 as a percent of revenue?

Yes. I’m referring to 28%. That was close to what it was in Q1. So, we’re expecting to go back down or maybe even a little lower as our revenues continue to increase. So, it’s definitely not going to be anywhere near the 34% that we have this quarter.

Right. No, I understood that. Okay. And then, in the G&A, though, it sounds like that is more of a step-up, albeit there are some things that are maybe one-time in nature. But just a little more color on that. It sounds like you’re thinking...

Yes, this is Alan answering. There are some items that are difficult to classify as strictly one-time occurrences, particularly those associated with bad debt or acquisitions, which are infrequent but not necessarily one-time events. In Q2, we experienced nearly $0.5 million related to these matters, which we do not anticipate recovering. Additionally, our legal expenses have been somewhat higher than expected. We are receiving more subpoenas now compared to the past, especially over the last four to five years, but we are improving our response to them. Although we expect legal expenses to remain elevated, we believe we can manage them better moving forward. General and administrative expenses will continue to be higher in terms of actual dollars, but as our top-line revenue increases, these expenses will represent a smaller percentage.

Okay. Understood. This is a longer-term consideration, but the change in EBITDA margin expectations is significant. Previously, we were anticipating mid-20s, and now we're looking at 17% at the midpoint of your guidance. Moving forward, it seems like the business will incur slightly more expenses than we initially expected for various reasons. What would be a more reasonable target? I assume you plan to return to the 20s next year? Is that correct?

Yes, this is Alan. I will start, and Ralph can add as well. Absolutely. One reason is the $1.7 million we spent, which will not recur; even if we factor that back in, the number increases. We are certainly expecting to be above 20% as we head into next year. Additionally, it's important to note that we have already hired most of the personnel needed for the Department of Corrections contract, which generates about $2 million annually in subscriptions and between $1 million and $2 million in professional services. These contracts will come with significantly higher gross margins, positively impacting our bottom line and increasing adjusted EBITDA.

Yes, contribution actually, contribution margin. Yes. And I would just add, too, I think we made very prudent investments by kind of putting the pedal to the metal on sales and marketing because we saw a unique opportunity to really scale and grow the business in this particular moment. And I think it’s fair to say, even on a very short-term basis, with respect to the performance we’re seeing on go-live miles cadence that is paying off. It was very prudent for us to do it. We’ve gone from going live with 100 miles for, I think, the past two years in a row. We’re now stepping that up. We’re talking about 140 to possibly 150 miles. That’s a 40% to 50% increase. And that doesn’t happen like magically. It happens because we’re very intentional about making investments in kind of go-to-market motion. And so, we thought it was prudent to make those investments and be a little bit more, I would say, kind of generous in how we invested because we saw an opportunity to really accelerate our footprint in acoustic gunshot detection, and it’s paying off. It was a smart thing to do.

The next question comes from the line of Jonathan Ruykhaver from Cantor Fitzgerald.

So, I believe there was a pipeline, and state and federal opportunities that came along with Forensic Logic. I just want to be clear that the accelerated amortization wasn’t related to any potential lost customers there?

Yes. So, this is Alan reported that. The acceleration of the asset is totally related to the name change. It has nothing to do with that. That said, we also did have a contingent consideration adjustment, which was about $1 million that was related to forensic logic, a slight delay in some of the contracts that we are getting. But I also want to say, while we had to reduce that related to the numbers tied to the earn-out, they’re also going to grow about 30% from last year in terms of the revenues that we’re getting from Forensic Logic. So things are still going well. We just had to, from an accounting perspective, make that adjustment related to the earn-outs.

Okay. That’s helpful. It seems you still feel quite confident about the demand environment for that specific product.

Yes, absolutely. Yes, 100%. In fact, one of the bundled deals that we talked about was actually led with the CrimeTracer solution that actually brought in the investigate solution behind it.

Okay. Yes. That’s great to hear. And also, just to be clear, the write-off related to Puerto Rico, is that a risk that you continue to see that? I know you touched on that contract briefly, but how do you beat potential further write-downs on that contract?

Well, this is Alan. We don’t expect any further write-downs of that. That was really tied to the uncollectible receivable. And we are now, as Ralph mentioned, waiting for the results of a multiyear contract with them again. We don’t expect that to recur.

Okay. That’s good to hear. And then just the go-to-market initiatives, you touched on this briefly, but specifically, the initiatives to have more reps per territory. I’m just curious of how you’re tracking those plans? And then, I guess, even more importantly, how are you managing account conflict as you add more reps per territory? What’s the delineation mark? I assume it relates to the different tiers, but how are you managing that?

Yes, this is Ralph, and I'd be happy to address that. It all begins with outstanding sales leadership, which we are fortunate to have in our sales leader, Gary Bunyard. Our organization consists of territory representatives who handle specific geographic areas and collaborate with overlay representatives who have specialized knowledge, whether it's in CrimeTracer, CaseBuilder, or acoustic gunshot detection with ShotSpotter. They're essentially managing the opportunities within their respective regions. An exciting development with our platform extensions is that we are now able to pursue different buying centers than we have traditionally targeted. While we've always focused on local law enforcement agencies, which have been integral to our foundation, we are now expanding to include state-level agencies. We've already seen some success with our CrimeTracer solution, including a significant deal in the state of Massachusetts that we discussed last year. We are also seeing opportunities at the state level for our CaseBuilder solution, having recently won an award from a state investigative agency for our CaseBuilder investigative case management solution, which targets a completely different buyer than our usual local law enforcement. Additionally, we have opportunities with local law enforcement agencies that may not experience the persistent gun crime we've primarily addressed with ShotSpotter. The potential is vast, and our approach of discussing the entire platform has proven effective, as we often discover that clients who seem interested in one product are actually intrigued by one or two other offerings. Our pipeline continues to expand, and we are committed to demonstrating how we are technically integrating these products for greater effectiveness. We're still in the early stages of this initiative and are thrilled with the positive feedback we've received thus far.

Thank you. At this time, this concludes our question-and-answer session. If your question was not taken, you may contact SoundThinking’s Investor Relations team by emailing [email protected]. I’d now like to turn the call back over to Mr. Clark for his closing remarks. Thank you.

Great. Thank you very much. We really appreciate everyone’s questions and engagement, and looking forward to continuing our conversations with you on one-on-one calls. Thank you very much.

Thank you for joining us for today’s call. You may now disconnect.