Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ShotSpotter, Inc. | ||
Entity Central Index Key | 0001351636 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity File Number | 001-38107 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-0949915 | ||
Entity Address, Address Line One | 39300 Civic Center Dr. | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94538 | ||
City Area Code | 510 | ||
Local Phone Number | 794-3100 | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 12,141,632 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.005 par value per share | ||
Trading Symbol | SSTI | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 561,021,062 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on June, 22, 2022, are incorporated by reference into Part III of this Report. Such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2021. | ||
Auditor Firm Id | 23 | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 15,636 | $ 16,043 |
Accounts receivable and contract asset, net | 16,134 | 12,921 |
Prepaid expenses and other current assets | 2,504 | 2,172 |
Total current assets | 34,274 | 31,136 |
Property and equipment, net | 17,409 | 15,346 |
Operating lease right-of-use assets | 2,323 | 882 |
Goodwill | 2,816 | 2,811 |
Intangible assets, net | 13,564 | 14,540 |
Other assets | 1,918 | 1,605 |
Total assets | 72,304 | 66,320 |
Current liabilities | ||
Accounts payable | 1,587 | 1,192 |
Deferred revenue, short-term | 26,235 | 24,174 |
Accrued expenses and other current liabilities | 6,680 | 5,613 |
Total current liabilities | 34,502 | 30,979 |
Deferred revenue, long-term | 474 | 405 |
Other liabilities | 3,513 | 631 |
Total liabilities | 38,489 | 32,015 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity | ||
Preferred stock: $0.005 par value; 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock: $0.005 par value; 500,000,000 shares authorized11,703,430 and 11,538,998 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 58 | 58 |
Additional paid-in capital | 132,780 | 128,771 |
Accumulated deficit | (98,785) | (94,354) |
Accumulated other comprehensive loss | (238) | (170) |
Total stockholders' equity | 33,815 | 34,305 |
Total liabilities and stockholders' equity | $ 72,304 | $ 66,320 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.005 | $ 0.005 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 11,703,430 | 11,538,998 |
Common stock, shares outstanding | 11,703,430 | 11,538,998 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 58,155 | $ 45,734 | $ 40,752 |
Costs | |||
Cost of revenues | 25,611 | 18,525 | 16,409 |
Impairment of property and equipment | 25 | 234 | |
Total costs | 25,636 | 18,759 | 16,409 |
Gross profit | 32,519 | 26,975 | 24,343 |
Operating expenses | |||
Sales and marketing | 15,479 | 10,328 | 9,989 |
Research and development | 7,035 | 5,614 | 5,344 |
General and administrative | 14,074 | 9,740 | 7,415 |
Total operating expenses | 36,588 | 25,682 | 22,748 |
Operating income (loss) | (4,069) | 1,293 | 1,595 |
Other income (expense), net | |||
Interest income (expense), net | 38 | 113 | 440 |
Other expense, net | (344) | (271) | (278) |
Total other income (expense), net | (306) | (158) | 162 |
(Loss) income before income taxes | (4,375) | 1,135 | 1,757 |
Provision (benefit) from income taxes | 56 | (90) | (41) |
Net (loss) income | $ (4,431) | $ 1,225 | $ 1,798 |
Net (loss) income per share, basic | $ (0.38) | $ 0.11 | $ 0.16 |
Net (loss) income per share, diluted | $ (0.38) | $ 0.10 | $ 0.15 |
Weighted average shares used in computing net income (loss) per share, basic | 11,647,558 | 11,408,757 | 11,302,780 |
Weighted average shares used in computing net income (loss) per share, diluted | 11,647,558 | 11,730,294 | 11,846,348 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ (4,431) | $ 1,225 | $ 1,798 |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustment | (68) | (36) | 15 |
Comprehensive income (loss) | $ (4,499) | $ 1,189 | $ 1,813 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2018 | $ 17,147 | $ 55 | $ 114,618 | $ (97,377) | $ (149) |
Beginning balance, Shares at Dec. 31, 2018 | 10,864,722 | ||||
Exercise of stock options | $ 454 | $ 2 | 452 | ||
Exercise of stock options, Shares | 307,365 | 307,365 | |||
Issuance of common stock in connection with exercise of warrants | $ 71 | 71 | |||
Issuance of common stock in connection with exercise of warrants, Shares | 26,098 | ||||
Issuance of common stock upon secondary offering, net of costs | 10,554 | $ 1 | 10,553 | ||
Issuance of common stock upon secondary offering, net of costs, Shares | 250,000 | ||||
Repurchase of common stock and retirement | (6,718) | $ (2) | (6,716) | ||
Repurchase of common stock and retirement, Shares | (257,824) | ||||
Issuance of common stock from ESPP purchases | 873 | $ 1 | 872 | ||
Issuance of common stock from ESPP purchases, Shares | 65,639 | ||||
Issuance of common stock from RSU's vested, Shares | 58,150 | ||||
Stock-based compensation | 3,057 | 3,057 | |||
Foreign currency translation gain (loss) | 15 | 15 | |||
Net income (loss) | 1,798 | 1,798 | |||
Ending balance at Dec. 31, 2019 | 27,251 | $ 57 | 122,907 | (95,579) | (134) |
Ending balance, Shares at Dec. 31, 2019 | 11,314,150 | ||||
Exercise of stock options | $ 314 | $ 1 | 313 | ||
Exercise of stock options, Shares | 96,456 | 96,456 | |||
Issuance of common stock in connection with exercise of warrants, Shares | 46,939 | ||||
Repurchase of common stock | $ (1,615) | (1,615) | |||
Repurchase of common stock, Shares | (74,520) | (74,520) | |||
Issuance of common stock from ESPP purchases | $ 704 | 704 | |||
Issuance of common stock from ESPP purchases, Shares | 37,102 | ||||
Issuance of common stock from RSU's vested, Shares | 54,970 | ||||
Issuance of common stock from acquisition | 2,000 | 2,000 | |||
Issuance of common stock from acquisition, Shares | 63,901 | ||||
Stock-based compensation | 4,462 | 4,462 | |||
Foreign currency translation gain (loss) | (36) | (36) | |||
Net income (loss) | 1,225 | 1,225 | |||
Ending balance at Dec. 31, 2020 | 34,305 | $ 58 | 128,771 | (94,354) | (170) |
Ending balance, Shares at Dec. 31, 2020 | 11,538,998 | ||||
Exercise of stock options | $ 898 | 898 | |||
Exercise of stock options, Shares | 97,702 | 97,702 | |||
Issuance of common stock in connection with exercise of warrants | $ 8 | 8 | |||
Issuance of common stock in connection with exercise of warrants, Shares | 50,716 | ||||
Repurchase of common stock | $ (3,601) | (3,601) | |||
Repurchase of common stock, Shares | (95,151) | (95,151) | |||
Issuance of common stock from ESPP purchases | $ 832 | 832 | |||
Issuance of common stock from ESPP purchases, Shares | 30,193 | ||||
Issuance of common stock from RSU's vested, Shares | 80,972 | ||||
Stock-based compensation | 5,872 | 5,872 | |||
Foreign currency translation gain (loss) | (68) | (68) | |||
Net income (loss) | (4,431) | (4,431) | |||
Ending balance at Dec. 31, 2021 | $ 33,815 | $ 58 | $ 132,780 | $ (98,785) | $ (238) |
Ending balance, Shares at Dec. 31, 2021 | 11,703,430 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (4,431,000) | $ 1,225,000 | $ 1,798,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation of property and equipment | 5,795,000 | 5,399,000 | 4,894,000 |
Amortization of intangible assets | 1,032,000 | 187,000 | 88,000 |
Impairment of property and equipment | 25,000 | 234,000 | 0 |
Stock-based compensation | 5,872,000 | 4,462,000 | 3,057,000 |
Loss on disposal of property and equipment | 3,000 | ||
Provision for accounts receivable | 74,000 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable and contract asset | (3,213,000) | 1,953,000 | 1,383,000 |
Prepaid expenses and other assets | (673,000) | (321,000) | (192,000) |
Accounts payable | 354,000 | (190,000) | (243,000) |
Accrued expenses and other current liabilities | 2,918,000 | 575,000 | 108,000 |
Deferred revenue | 2,143,000 | (2,392,000) | 2,799,000 |
Net cash provided by operating activities | 9,822,000 | 11,209,000 | 13,692,000 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (7,840,000) | (4,059,000) | (4,823,000) |
Investment in intangible and other assets | (59,000) | (72,000) | (86,000) |
Business acquisition, net of cash acquired | 15,000 | (14,627,000) | |
Net cash used in investing activities | (7,884,000) | (18,758,000) | (4,909,000) |
Cash flows from financing activities: | |||
Payment of contingent consideration liability | (403,000) | (347,000) | |
Payment of line of credit costs | (12,000) | ||
Proceeds from issuance of common stock upon secondary offering | 11,247,000 | ||
Payments of secondary offering costs | (445,000) | ||
Proceeds from exercise of stock options | 898,000 | 314,000 | 454,000 |
Repurchases of common stock | (3,601,000) | (1,615,000) | (6,718,000) |
Proceeds from exercise of warrants | 8,000 | 71,000 | |
Proceeds from employee stock purchase plan | 832,000 | 704,000 | 873,000 |
Net cash provided by (used in) financing activities | (2,266,000) | (956,000) | 5,482,000 |
Increase (decrease) in cash, cash equivalents and restricted cash | (328,000) | (8,505,000) | 14,265,000 |
Effect of exchange rate on cash and cash equivalents | (79,000) | (2,000) | 7,000 |
Cash, cash equivalents and restricted cash at beginning of year | 16,043,000 | 24,550,000 | 10,278,000 |
Cash, cash equivalents and restricted cash at end of year | 15,636,000 | 16,043,000 | 24,550,000 |
Supplemental cash flow disclosures: | |||
Cash paid for income taxes | 51,000 | ||
Supplemental disclosure of non-cash financing activities: | |||
Property and equipment purchases included in accounts payable | 563,000 | 522,000 | $ 311,000 |
Estimated fair value of contingent consideration | $ 1,330,000 | 170,000 | |
Fair value of common stock issued as consideration for business acquisition | $ 2,000,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business ShotSpotter, Inc. (the “Company”) provides precision-policing solutions for law enforcement and security personnel to help prevent and reduce gun violence and make cities, campuses and facilities safer. The Company’s flagship product, ShotSpotter Respond is the leading outdoor gunshot detection, location and alerting system trusted by over 125 cities at December 31, 2021. ShotSpotter Connect creates crime forecasts designed to enable more precise and effective use of patrol resources to deter crime. The Company’s case management solution, ShotSpotter Investigate, is a cloud-based investigative platform to help law enforcement agencies modernize every phase of an investigation and accelerate case work with easy-to-use software tools. The Company offers its solutions on a Software as a Service, ("SaaS"), subscription model to its customers. ShotSpotter Labs is the Company's effort to support innovative uses of its technology to help protect wildlife and the environment. The Company’s principal executive offices are located in Fremont, California. The Company has five wholly-owned subsidiaries globally. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting. The consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended December 31, 2021, but are not necessarily indicative of the results of operations or cash flows to be anticipated for any future period. The Company has evaluated subsequent events occurring after the date of the consolidated financial statements for events requiring recording or disclosure in the consolidated financial statements. All significant intercompany transactions have been eliminated during consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives and realization of tangible and intangible assets and goodwill, contingent consideration liabilities, stock-based compensation expense, customer life, accounting for revenue recognition, contingent liabilities related to legal matters, and income taxes including deferred taxes and any related valuation allowance. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations. Revenue Recognition – Gunshot Detection Services The Company generates substantially all of its revenues from the sale of gunshot detection subscription services, in which gunshot data generated by Company-owned sensors and software is sold to customers through a cloud-based hosting application for a specified contract period. Typically, the initial contract period is one to three years in length. The subscription contract is generally noncancelable without cause. Generally, these service arrangements do not provide the customer with the right to take possession of the hardware or software supporting the subscription service at any time. A small portion of the Company’s revenues are generated from the delivery of setup services to install Company-owned sensors in the customer’s coverage area and other services including training and a license to integrate with third-party applications. The Company generally invoices customers for 50 % of the total contract value when the contract is fully executed and for the remaining 50 % when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form. The Company generally invoices subscription service renewals for 100 % of the total contract value when the renewal contract is executed. For the public safety solution, the pricing model is based on a per-square-mile basis. For security solutions, the pricing model is on a customized-site basis. As a result of the process for invoicing contracts and renewals upon execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. The Company recognizes revenues upon the satisfaction of performance obligations. At contract inception, the Company assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the subscription services, training, and licenses to integrate with third-party applications are each distinct and represent separate performance obligations. The setup activities are not distinct from the subscription service and are combined into the subscription service performance obligation. However, setup fees may provide a material right to the customer that has influence over the customer's decision to renew. All setup fees are assessed on a quantitative and qualitative basis to determine whether they represent a distinct performance obligation. The total contract value is allocated to each performance obligation identified based on the standalone selling price of the service. Discounts are allocated pro-rata to the identified performance obligations. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not consider the time value of money. Revenues from subscription services are recognized ratably, on a straight-line basis, over the term of the subscription. Revenues from material rights are recognized ratably over the period in which they are determined to provide a material right to the customer, which is generally three years . Revenues from training and licenses to integrate with third-party applications are recognized upon delivery which generally occurs when the subscription service is operational and ready to go live. Subscription renewal fees are recognized ratably over the term of the renewal, which is typically one year . While most customers elect to renew their agreements, in some cases, they may not be able to obtain the proper approvals or funding to complete the renewal prior to expiration. For these customers, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes subscription revenues for the period between the expiration of the term of the agreement and the completion of the renewal process in the month in which the renewal is executed. If a customer declines to renew its subscription, then the remaining fees from material rights, if any, are immediately recognized. The Company capitalizes certain incremental costs of obtaining a contract, which includes sales commissions. As there are not commensurate commissions earned on renewals of the subscription services, the Company capitalizes commissions related to subscription services provided under both the initial contract and renewal periods and amortizes the capitalized commissions on a straight-line basis over the customer life, which is determined to be five years . For commissions that are earned on renewal contracts with an original duration of one year or less, the Company uses the practical expedient applicable to such commissions and recognizes the commissions immediately as expense instead of capitalizing. Amortization of capitalized commissions was $ 0.7 million, $ 0.6 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Revenue Recognition – Software License, Maintenance and Support, and Professional Services With the acquisition of LEEDS, LLC (“LEEDS”), the Company also generates revenues from the sale of (i) a software license and related maintenance and support services to its proprietary software technology and (ii) professional software development services to a single customer, through a sales channel intermediary. The Company has been serving this customer for more than ten years . The sales channel intermediary contract includes an annual, renewable subscription for software and related maintenance and support services. The contract also provides for the procurement of professional services, such as for software development and testing for product feature enhancements, by executing supplementary work orders. The Company recognizes revenue from the license of its software license and related maintenance and support services revenues upon the satisfaction of performance obligations. The Company determined that the term-based software license should be combined with the maintenance and support services as a single performance obligation. The nature of the maintenance and support services, inclusive of the Company’s obligation to provide additional, unspecified software functionality over the license term, in allowing this single customer to be flexible in utilizing the customized software to respond to the changing regulatory environment, are critical to the customer’s ability to derive benefit and value from the license. Contractually, the Company provides continuous access to the software, maintenance and support services, helpdesk and technical support over the contract term, hence a time-elapsed method is used to recognize revenue. Revenues from the software license and maintenance and support services are recognized ratably over the term of the contract because the Company’s obligation to provide the license and related support services is uniform over the license term. The Company generally invoices for these services on a monthly basis in arrears. If a customer does not renew prior to the contract term expiring, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes the revenues for the period between the expiration of the original contract term and the completion of the renewal process in the month in which the renewal is executed. Professional services revenue consists of fees typically associated with the design, development and testing of product feature enhancements requested by the customer. The customer procures additional development services as needed, and generally based upon annual development plans negotiated by and between the customer and the Company. Professional services do not result in significant customization of the maintenance and support services and are considered distinct services. All, and any part of the output, of the Company’s professional services towards such product feature enhancements, belong to the customer. Accordingly, the Company satisfies the performance obligations over time as the performance of work typically creates or enhances an asset that the customer controls as the asset is created or enhanced. As these product feature enhancements each have a fixed contract fee, the Company recognizes revenue over time proportionally as work is performed, based on cumulative resource costs incurred as a percentage of total forecast costs for the project. Management uses significant judgement in making these estimates, which affect the timing of revenue recognition, including how much revenue to recognize in each period, and in estimating the timing of revenue recognition for remaining performance obligations (see Note 3). The contract price and billing schedule are stated in each work order and the Company generally invoices in monthly installments upon the commencement of each work order. Gross versus net presentation The Company’s single software license and related service agreement was facilitated through a sales channel intermediary. The Company presents the total value of the billings to the customer as revenue (or gross) and that portion of the billings to the customer retained by the sales channel intermediary as a sales cost which is included in sales and marketing in the accompanying statement of operations, as the Company has determined that it was the principal in the arrangement. The Company’s conclusion is based on its role in controlling the goods and services consumed by the end-customer throughout the license term or development life cycle, combined with its control over the price charged to the end-user for such goods and services. The fees paid to the sales channel intermediary are expensed as incurred as it relates to a period of performance of one year , and the sales channel intermediary is paid the same rate of commission on any license term renewals or additional professional services that are sold to the customer. Costs Costs include the cost of revenues and charges for impairment of property and equipment. Cost of revenues related to gunshot detection services primarily includes depreciation expense associated with capitalized customer acoustic sensor networks, communication expenses, costs related to hosting the Company's service application, costs related to operating its Incident Review Center (the “IRC”), providing remote and on-site customer support and maintenance and forensic services, certain personnel and related costs of operations, stock-based compensation and allocated overhead, which includes information technology, facility and equipment depreciation costs. Cost of revenues related to software license, maintenance and support, and professional services primarily include personnel costs of project managers, developers and analysts working on the various support tickets and work orders. Such costs are expensed as incurred as they do not create an asset owned by the Company. The Company expenses all costs as incurred for services that are not recoverable under an enforceable contract. Advertising and Public Relations Costs Advertising and public relations costs are expensed as incurred. Advertising and public relations costs were $ 1.3 million, $ 0.3 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were included in sales and marketing expense in the consolidated statements of operations. Research and Development Costs Research and development costs are expensed as incurred and consisted primarily of salaries and benefits, consultant fees, certain facilities costs, and other direct costs associated with the continued development of the Company’s solutions. Product development costs are expensed as incurred until technological feasibility has been established, which the Company defines as the completion of all planning, designing, coding and testing activities that are necessary to establish products that meet design specifications including functions, features and technical performance requirements. The Company has determined that technological feasibility for its software products is reached shortly before they are released for sale. Costs incurred after technological feasibility is established are not significant, and accordingly the Company expenses all research and development costs when incurred. Cash and Cash Equivalents Cash and cash equivalents include all cash and highly liquid investments with an original maturity of three months or less. At December 31, 2021 and 2020, the Company’s cash and cash equivalents consisted of cash deposited in financial institutions. Foreign Currency The functional currency for the Company’s foreign subsidiaries is the local currency. The assets and liabilities of the subsidiary are translated into U.S. dollars using the exchange rate as of each balance sheet date. Revenues and expenses are translated at the average exchange rates for the period. Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency exchange gains and losses that are realized are recorded in other expense, net, in the accompanying consolidated statements of operations. Accounts Receivable, net and Contract Asset Accounts receivable, net consist of trade accounts receivables from the Company’s customers, net of allowance for doubtful accounts if deemed necessary. Accounts receivable are recorded as the invoiced amount. Accounts receivable also consists of trade accounts receivables (net of any commissions) from the sales channel intermediary through which the Company provides software license, maintenance and support, and professional services. The Company does not require collateral or other security for accounts receivable. Contract asset consists of revenues recognized in advance of invoicing the customer. The Company does not charge interest on accounts receivable that are past due. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses based on the Company’s historical experience. At December 31, 2021 and 2020, the Company had a provision against accounts receivable of $ 74,000 . If a receivable is deemed by the Company to be uncollectible, the Company will write off the receivable to bad debt expense. Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of cash and cash equivalents and accounts receivable from trade customers. The Company maintains its cash deposits at one domestic and four international financial institutions. The Company is exposed to credit risk in the event of default by a financial institution to the extent that cash and cash equivalents are in excess of the amount insured by the Federal Deposit Insurance Corporation and other local country government agencies. The Company generally places its cash and cash equivalents with high-credit quality financial institutions. To date, the Company has not experienced any losses on its cash and cash equivalents. Concentration of Accounts Receivable and Contract Asset — At December 31, 2021, one customer accounted for 65 %, of the Company’s total accounts receivable. At December 31, 2020, three customers accounted for 37 %, 27 % and 11 %, respectively, of the Company’s total accounts receivable. Concentration of Revenues — For the year ended December 31, 2021, two customers accounted for 28 % and 14 % of the Company’s revenues. For the year ended December 31, 2020, two customers accounted for 18 % and 15 % of the Company’s revenues. For the year ended December 31, 2019, two customers accounted for 20 % and 14 % of the Company’s revenues. Concentration of Suppliers — The Company relies on a limited number of suppliers and contract manufacturers. In particular, a single supplier is currently the sole manufacturer of the Company’s proprietary sensors. Business Acquisitions The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are recognized separately from the business combination and are recognized as general and administrative expense as incurred. Goodwill Goodwill represents the excess of amounts paid over the fair value of net assets acquired from an acquisition. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (October 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. The Company performed its annual test for goodwill impairment as of October 1, 2021 and concluded that no goodwill impairment charge was necessary. Since inception through December 31, 2021, the Company has no t recorded any goodwill impairment. Intangible Assets Intangible assets consisted of acquired patents and capitalized legal fees related to obtaining patents, as well as customer relationships from the Company’s acquisition of HunchLab in 2018 and LEEDS in 2020 (see Note 4, Business Acquisitions). Patent assets are stated at cost, less accumulated amortization. Customer relationships are recorded at fair value as of the date of the acquisition. Intangible assets are amortized on an attribution method, over their expected useful lives, which range from three years for patents and seven to fifteen years for customer relationships. Property and Equipment, net Property and equipment, net, is stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over their estimated useful lives, ranging from three to five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Costs incurred to develop software for internal use and for the Company’s solutions are capitalized and amortized over such software’s estimated useful life. Internally developed software costs capitalized during all periods presented have not been material. Property and equipment, net also includes software technology resulting from the Company’s acquisition of HunchLab, which was recorded at fair value as of the date of the acquisition, amortized on the straight-line basis over five years . Impairment of Long-Lived Assets The Company annually reviews long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset to the future undiscounted net cash flows which the asset is expected to generate. If such assets are determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the future undiscounted net cash flows arising from the assets. Assets to be disposed of are reported at the lower of their carrying amounts or fair value less cost to sell. Royalty Expense In 2009, the Company entered into a license agreement with a third-party relating to a patented gunshot digital imaging system that facilitates integration with certain third-party systems. The terms of the license agreement require the Company to pay a one-time fee of $ 5,000 for each license sold to a customer allowing the customer to integrate their ShotSpotter service with a third-party application, such as a video management system, with a minimum annual amount due of $ 75,000 . In 2021, 2020, and 2019, the Company incurred only the $ 75,000 minimum amount. The license agreement renews automatically on each subsequent year unless it is terminated in accordance with the agreement. Fair Value Measurements The Company uses a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investing in those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level I — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level II — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level III — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Stock-Based Compensation The Company generally grants options to purchase shares of its common stock to its employees, directors and non-employees for a fixed number of shares with an exercise price equal to the fair value of the underlying shares at the grant date. All stock option grants are accounted for using the fair value method, and stock-based compensation expense is recognized ratably over the requisite service period as the underlying options vest. The Company uses the Black-Scholes option pricing model to measure the fair value of its stock options. The Company estimated the grant date fair value of its common stock options using the following assumptions: Expected Term — The expected term represents the period that the stock-based compensation awards are expected to be outstanding. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the Company used the simplified method to compute expected term, which reflects the weighted-average of time-to-vesting. Risk-Free Interest Rate — The risk-free interest rate is based on the yield on U.S. Treasury yield curve in effect at the grant date. Expected Volatility —The expected volatility is based on the historical volatility of the Company’s stock. Dividend Yield — Expected dividend yield is based on the Company's dividend policy at the time the options were granted. The Company does not plan to pay any dividends in the foreseeable future. Consequently, it has historically used an expected dividend yield of zero . The Company uses the market closing price of its common stock as traded on the Nasdaq Capital Market to determine fair value. The Company generally grants unvested restricted stock unit awards to non-employee directors and executive management for a fixed number of shares and a fixed vesting schedule. The restricted stock unit awards are valued using the closing price on the date of grant and stock-based compensation is recognized ratably over the requisite service period. Forfeitures are recognized as and when they occur. Segment Information The chief operating decision maker is the Company's Chief Executive Officer, who allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it operates as a single operating and reportable segment . Income Taxes The Company records income taxes in accordance with the liability method of accounting. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax law. The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that a deferred tax asset will not be realizable. Changes in tax rates are reflected in the tax provision as they occur. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority . The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares and common stock equivalents outstanding during the period. Common stock equivalents are only included when their effect is dilutive. Common stock equivalents and unvested restricted stock units are potentially dilutive securities and include convertible preferred stock, warrants and outstanding stock options. These potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their inclusion would be anti-dilutive. Recent Accounting Pronouncements Not Yet Effective In June 2016, the Financial Accounting Standards Board ("FASB') issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit loss (“CECL”) and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective at the beginning of the Company’s first quarter of fiscal 2023. Early adoption of the amendments is permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), simplifying the accounting for income taxes by removing certain exceptions to the general principles. The guidance will be effective at the beginning of the Company's first quarter of fiscal 2022. Early adoption of the amendments is permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts from Customers . ASU 2021-08 aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognized by the acquirer. These amendments are effective prospectively for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is allowed. The Company is currently assessing the impact the adoption of this ASU will have on its consolidated financial statements. |
Revenue Related Disclosures
Revenue Related Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Related Disclosures | Note 3. Revenue Related Disclosures The changes in deferred revenue were as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 24,578 $ 26,958 New billings 60,132 42,499 Revenue recognized during the year from beginning balance ( 24,480 ) ( 18,944 ) Revenue recognized during the year from new billings ( 33,509 ) ( 25,947 ) Foreign currency impact ( 12 ) 12 Ending balance $ 26,709 $ 24,578 The following table presents remaining performance obligations for contractually committed revenues as of December 31, 2021 (in thousands): 2022 $ 37,539 2023 25,081 2024 18,345 Thereafter 11,344 Total $ 92,309 The timing of revenue recognition included in the table above is based on estimates of go-live dates for contracts not yet live. Contractually committed revenue includes deferred revenue as of December 31, 2021 and amounts under contract that will be invoiced after December 31, 2021. During the year ended December 31, 2021, the Company recognized revenues of $ 57.3 million from customers in the United States, and $ 0.9 million from customers in South Africa and the Bahamas. During the year ended December 31, 2020, the Company recognized revenues of $ 45.0 million from customers in the United States and $ 0.7 million from customers in South Africa and the Bahamas. During the year ended December 31, 2019 the Company recognized revenues of $ 39.7 million from customers in the United States and $ 1.0 million from a customer in South Africa. During the year ended December 31, 2021 , the Company recognized revenues of $ 54.7 million from monthly subscription, maintenance and support services, and $ 3.4 million from professional software development services. During the year ended December 31, 2020, the Company recognized revenues of $ 45.7 million from monthly subscription, maintenance and support services. During the year ended December 31, 2019 the Company recognized revenues of $ 40.8 million from monthly subscription, maintenance and support services. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 4. Business Acquisitions During the fourth quarter of 2020, the Company acquired all the membership interest interests in LEEDS, a New Jersey based technology company. The purchase consideration included cash consideration of $ 21.6 million and $ 2.0 million in ShotSpotter common stock. The purchase consideration also included a contingent earnout payable based on LEEDS’ revenues generated during 2021 and 2022. The acquisition date fair value of the contingent earnout was $ 0.2 million, resulting in a total purchase consideration of $ 23.8 million. The following table summarizes the final allocation of the purchase price as of the acquisition date (in thousands): Cash and cash equivalents $ 7,044 Accounts receivable and contract asset, net 1,060 Property and equipment, net 161 Operating lease right-of-use asset 225 Goodwill 1,432 Customer relationship 14,410 Other asset 45 Accrued expenses and other current liabilities ( 458 ) Other liabilities ( 98 ) Total estimated consideration $ 23,821 Goodwill primarily represents the value of the employee workforce as well as cash flows from future customers. The Company expects to deduct the amortization of goodwill and intangible assets for tax purposes. A portion of the amortization deduction will commence upon settlement of contingent consideration and contingent liabilities. The Company valued the customer relationship asset using the income approach. Significant assumptions include forecasts of revenues, cost of revenues, research and development expense, sales and marketing expense, general and administrative expense and estimated customer attrition rates. The Company discounted the cash flows at seven percent, reflecting the risk profile of the asset. The customer relationship asset is being amortized over an estimated useful life of 15 years. Acquisition-related expenses totaled $ 0.2 million and $ 0.6 million for the years ended December 31, 2021 and 2020, respectively, which were included in general and administrative expense in the consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements In October 2018, upon the acquisition of certain technology, referred to as HunchLab, from Azavea, Inc., the Company recognized a contingent consideration liability classified within Level III of the fair value hierarchy because some of the inputs used in its measurement were neither directly nor indirectly observable. In January 2020, and February 2021 based on the relevant revenues earned during the second and third year, of the three-year contingent consideration period, the Company paid $ 0.3 million and $ 0.4 million respectively, to Azavea, Inc., resulting in a reduction to zero of the contingent consideration liability. In November 2020, using a Monte Carlo Simulation approach, the Company estimated the fair value of the contingent consideration liability classified within Level III of the fair value hierarchy at the acquisition date of LEEDS to be $ 0.2 million. During the year ended December 31, 2021, the fair value of the contingent consideration was increased by $ 1.3 million based upon estimated 2022 revenue targets, representing an adjustment to the most likely outcome expected for the liability. The changes in the fair value of the contingent consideration liability are summarized below (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 573 $ 750 Payment of contingent consideration liability ( 403 ) ( 347 ) Change in fair value of contingent consideration 1,330 — Contingent consideration from business combination — 170 Ending balance $ 1,500 $ 573 There were no transfers into or out of Level III during the year ended December 31, 2021 and 2020. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6. Goodwill The changes in goodwill for 2021 and 2020 are as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 2,811 $ 1,379 Acquisition of LEEDS (see Note 4—Business Acquisitions) — 1,432 Change during the year 5 — Ending balance $ 2,816 $ 2,811 The Company has no t recorded any goodwill impairment charges through December 31, 2021. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 7. Intangible Assets, net Intangible assets as of December 31, 2021 and 2020 are as follows (in thousands): 2021 Gross Accumulated Amortization Net Customer relationships $ 14,570 $ ( 1,131 ) $ 13,439 Patents 1,214 ( 1,089 ) 125 Total intangible assets, net $ 15,784 $ ( 2,220 ) $ 13,564 2020 Gross Accumulated Amortization Net Customer relationships $ 14,570 $ ( 147 ) $ 14,423 Patents 1,158 ( 1,041 ) 117 Total intangible assets, net $ 15,728 $ ( 1,188 ) $ 14,540 Intangible amortization expense was $ 1.0 million, $ 0.2 million and $ 0.09 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table presents future intangible asset amortization as of December 31, 2021 (in thousands): 2022 $ 1,042 2023 1,020 2024 1,016 2025 978 2026 961 Thereafter 8,547 Total $ 13,564 |
Details of Certain Consolidated
Details of Certain Consolidated Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Details of Certain Consolidated Balance Sheet Accounts | Note 8. Details of Certain Consolidated Balance Sheet Accounts Prepaid expenses and other current assets (in thousands): December 31, 2021 2020 Prepaid software and licenses $ 756 $ 653 Prepaid insurance 611 561 Other prepaid expenses 198 136 Deferred commissions 822 715 Other 117 107 $ 2,504 $ 2,172 Accounts receivable and contract asset (in thousands): December 31, 2021 2020 Accounts receivable $ 16,167 $ 12,459 Contract asset 41 536 Allowance for potential credit losses ( 74 ) ( 74 ) $ 16,134 $ 12,921 Other assets (in thousands): December 31, 2021 2020 Deferred commissions $ 1,723 $ 1,465 Other 195 140 $ 1,918 $ 1,605 Property and equipment, net (in thousands): December 31, 2021 2020 Deployed equipment $ 35,882 $ 31,761 Computer equipment 1,745 1,550 Software 1,314 1,314 Furniture and fixtures 295 217 Leasehold improvements 30 306 Vehicles 239 124 Construction in progress 4,818 1,506 $ 44,323 $ 36,778 Accumulated depreciation and amortization ( 26,914 ) ( 21,432 ) $ 17,409 $ 15,346 Depreciation and amortization expense during the years ended December 31, 2021, 2020 and 2019 was $ 5.8 million, $ 5.4 million and $ 4.9 million, respectively. Accrued expenses and other current liabilities (in thousands): December 31, 2021 2020 Personnel-related accruals $ 4,864 $ 4,217 Royalties payable 47 55 Professional fees 925 92 Sales/ use tax payable 167 46 Contingent consideration ─ 403 Operating lease liability 409 484 Other 268 316 $ 6,680 $ 5,613 Other liabilities (long-term) (in thousand): December 31, 2021 2020 Operating lease liabilities $ 2,013 $ 461 Contingent consideration liability 1,500 170 $ 3,513 $ 631 |
Impairment of Property and Equi
Impairment of Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Impairment of Property and Equipment | Note 9. Impairment of Property and Equipment During the years ended December 31, 2021 and 2020, the Company recognized impairment expense of $ 25,000 and $ 234,000 , respectively, for the impairment of property and equipment primarily related to the book value of customer assets installed at certain customers that did not renew during the year. During the year ended December 31, 2019, the Company did no t recognize any impairment |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Note 10. Financing Arrangements Credit Agreement On September 27, 2018 , the Company entered into a Credit Agreement with Umpqua Bank (the “Umpqua Credit Agreement”), which allowed the Company to borrow up to $ 10.0 million under a revolving loan facility (the “Revolving Facility”) . In August 2020, the Company entered into an amendment to its credit facility to increase the size of the available loan facility from $10.0 million to $ 20.0 million. The Company intends to use the Revolving Facility for general working capital purposes. Borrowings under the Umpqua Credit Agreement are secured by substantially all of the assets of the Company. The Umpqua Credit Agreement includes a letter of credit subfacility of up to $ 3.0 million. Any amounts outstanding under the letter of credit subfacility reduce the amount available for the Company to borrow under the Revolving Facility. Borrowings under the Umpqua Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) a base rate, which fluctuates daily and is the greater of (a) the prime rate in effect as of any date of determination and (b) the daily LIBOR rate as of such date of determination plus 1.0 % per annum, or (2) a LIBOR rate, which can be for a period of 30 , 60 or 90 days at the Company’s option and is equal to the published rate in the Wall Street Journal for such 30-, 60- or 90-day period two business days prior to the commencement of such period, in each case plus 2.0 % per annum . The Company will be required to repay all amounts outstanding under the Umpqua Credit Agreement on September 27, 2022 or earlier if the Umpqua Credit Agreement is terminated prior to such date. The Umpqua Credit Agreement also includes an uncommitted incremental facility provision that would allow the Company, subject to satisfaction of certain conditions, including approval by Umpqua Bank, to increase the Revolving Facility up to a total of $ 25.0 million. Under the Umpqua Credit Agreement, the Company is subject to various negative covenants that limit, subject to certain exclusions, the Company’s ability to incur indebtedness, make loans, invest in or secure the obligations of other parties, pay or declare dividends, make distributions with respect to the Company’s securities, redeem outstanding shares of the Company’s stock, create subsidiaries, materially change the nature of its business, enter into related party transactions, engage in mergers and business combinations, the acquisition or transfer of Company assets outside of the ordinary course of business, grant liens or enter into collateral relationships involving company assets or reincorporate, reorganize or dissolve the Company. The Company is also required to maintain certain financial covenants tied to its leverage, interest charges and profitability. In December 2021, the Company obtained a waiver for the financial covenant tied to its profitability There were no borrowings outstanding as of December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions During the year ended December 31, 2021, the Company recognized $ 0.1 million in revenues, from ShotSpotter Labs projects with charitable organizations that have received donations from one of the Company’s directors and one of the Company’s significant shareholders. During the year ended December 31, 2020 and 2019, the Company recognized $ 0.2 million and $ 0.6 million, respectively, in revenues from ShotSpotter Labs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The domestic and foreign components of net income (loss) before income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ ( 4,280 ) $ 1,562 $ 1,743 Foreign ( 95 ) ( 427 ) 14 Net income (loss) before income tax $ ( 4,375 ) $ 1,135 $ 1,757 The provision (benefit) for income tax consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State — — — Foreign 6 ( 7 ) 7 Total 6 ( 7 ) 7 Deferred: Federal — — — State — — — Foreign 50 ( 83 ) ( 48 ) Total 50 ( 83 ) ( 48 ) Total income tax expense (benefit) $ 56 $ ( 90 ) $ ( 41 ) A reconciliation of income taxes at the statutory federal income tax rate to income tax expense (benefit) included in the accompanying consolidated statements of operations is as follows (in thousands): December 31, 2021 2020 2019 Income tax at statutory rate $ ( 919 ) $ 240 $ 369 Change in valuation allowance 1,288 ( 165 ) ( 17 ) State tax ( 288 ) ( 37 ) ( 133 ) Stock-based compensation 62 ( 11 ) ( 420 ) Research and development credit ( 160 ) ( 103 ) ( 82 ) Foreign rate differential 7 ( 40 ) ( 43 ) Other 66 26 285 Total $ 56 $ ( 90 ) $ ( 41 ) Temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating losses $ 19,920 $ 20,265 Credits 2,557 2,292 Accruals and reserves 2,605 1,648 Deferred revenue and contract costs 140 296 Gross deferred tax assets 25,222 24,501 Valuation allowance ( 24,955 ) ( 23,667 ) Net deferred tax assets 267 834 Deferred tax liabilities: Fixed assets and intangibles ( 267 ) ( 785 ) Total deferred tax assets (liabilities), net $ — $ 49 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company regularly assesses the likelihood that the deferred tax assets will be recovered from future taxable income. The Company considers projected future taxable income and ongoing tax planning strategies, then records a valuation allowance to reduce the carrying value of the net deferred taxes to an amount that is more likely than not able to be realized. Based upon the Company’s assessment of all available evidence, including the previous three years of U.S.-based taxable income and loss after permanent items, estimates of future profitability, and the Company’s overall prospects of future business, the Company determined that it is more likely than not that the Company will not be able to realize a portion of the deferred tax assets in the future. The Company will continue to assess the potential realization of deferred tax assets on an annual basis, or an interim basis if circumstances warrant. If the Company’s actual results and updated projections vary significantly from the projections used as a basis for this determination, the Company may need to change the valuation allowance against the gross deferred tax assets. Management determined that a valuation allowance of $ 25.0 million and $ 23.7 million was required as of December 31, 2021 and 2020, respectively. The federal and state loss carryforwards begin to expire in 2027 and 2022, respectively, unless previously utilized. At December 31, 2021 and 2020, the Company had available net operating loss carryforwards of approximately $ 78.4 million and $ 80.4 million, respectively, for federal income tax purposes, of which $ 73.5 million were generated before 2018 and will begin to expire in 2027 . The remaining net operating losses of $ 4.9 million can be carried forward indefinitely under the Tax Cuts and Jobs Act. The Company continually monitors all positive and negative evidence regarding the realization of its deferred tax assets and may record assets when it becomes more likely than not, than they will be realized, which may impact the expense or benefit from income taxes. At December 31, 2021 and 2020, the net operating losses for state purposes are $ 50.1 million and $ 51.1 million, respectively, and will begin to expire in 2022 if not utilized. As of December 31, 2021, the Company had available for carryover, research and experimental credits of approximately $ 1.4 million for federal income tax purposes and $ 1.4 million for state income tax purposes, which are available to reduce future income taxes. The federal research and experimental tax credits will begin to expire, if not utilized, in 2027. The California research and experimental tax credits carry forward indefinitely until utilized. Section 382 of the Internal Revenue Code of 1986 (the “Code”), as amended, and similar California regulations impose substantial restrictions on the utilization of net operating losses and tax credits in the event of an “ownership change” of a corporation. Accordingly, the Company’s ability to utilize net operating losses and credit carryforwards may be limited as the result of such an “ownership change” as defined in the Code. Uncertain Tax Positions The Company applied FASB ASC 740-10-50, Accounting for Uncertainty in Income Tax, which prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amounts of unrecognized uncertain tax positions is as follows (in thousands): Balance as of December 31, 2019 $ 772 Increases for current year tax positions 70 Increases for prior year tax positions 17 Balance as of December 31, 2020 859 Increases for current year tax positions 87 Increases for prior year tax positions 8 Balance as of December 31, 2021 $ 954 Of the total unrecognized tax benefits at December 31, 2021, no amount will impact the Company's effective tax rate. The Company does not anticipate that there will be a substantial change in unrecognized tax benefits within the next 12 months. The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2021 or December 31, 2020. The Company files federal and state income tax returns in the U.S, certain U.S. territories, and certain foreign jurisdictions. The statues of limitations remain open for 2006 through 2021 in U.S. for federal and state purposes in the U.S. and certain U.S. territories. Years beyond the normal statutes of limitations remain open to audit by tax authorities due to tax attributes generated in earlier years which are being carried forward and may be audited in subsequent years when utilized. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 13. Capital Stock Common Stock The Company is authorized to issue 500,000,000 shares of common stock with a par value of $ 0.005 per share. At December 31, 2021 and 2020, there were 11,703,430 and 11,538,998 shares of common stock issued and outstanding, respectively. Holders of common stock have voting rights equal to one vote per share of common stock held and are entitled to receive any dividends as may be declared from time to time by the Board. At December 31, 2021, shares of common stock reserved for future issuance were as follows: December 31, 2021 Options outstanding 783,928 Shares available for future grant 1,661,956 Unvested restricted stock units 128,810 Total 2,574,694 Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, with a par value of $ 0.005 . At December 31, 2021 and 2020, there was no preferred stock issued or outstanding. Stock Repurchase Program In May 2019, the Company's board of directors adopted a stock repurchase program for up to $ 15 million of our common stock. Although the board of directors has authorized the stock repurchase program, it does not obligate the Company to repurchase any specific dollar amount or number of shares, there is no expiration date for the stock repurchase program, and the stock repurchase program may be modified, suspended or terminated at any time and for any reason. During the year ended December 31, 2021, the Company repurchased 95,151 shares of its common stock at an average price of $ 37.82 per share for $ 3.6 million. During the year ended December 31, 2020, the Company repurchased 74,520 shares of its common stock at an average price of $ 21.65 per share for $ 1.6 million. The repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note 14. Net Income (Loss) per Share The following table summarizes the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ ( 4,431 ) $ 1,225 $ 1,798 Denominator: Weighted-average shares outstanding, basic 11,647,558 11,408,757 11,302,780 Weighted-average shares outstanding, diluted 11,647,558 11,730,294 11,846,348 Net income (loss) per share, basic $ ( 0.38 ) $ 0.11 $ 0.16 Net income (loss) per share, diluted $ ( 0.38 ) $ 0.10 $ 0.15 The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive: Year Ended December 31, 2021 2020 2019 Options to purchase common stock 783,928 573,340 269,202 Unvested restricted stock units 128,810 101,255 54,620 Total 912,738 674,595 323,822 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Common Stock Warrants | Note 15. Common Stock Warrants At December 31, 2021 and 2020, the Company had the following common stock warrants issued and outstanding: Shares Warrant Class 2021 2020 Issuance Price Expiration Common stock warrant — 50,716 February 2014 $ 0.1700 February 2021 The outstanding warrants for 50,716 shares were exercised in February 2021 on a cash basis and converted into 50,716 shares of common stock. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 16. Equity Incentive Plans In February 2005, the Company adopted the 2005 Stock Plan, as amended in January 2010 and November 2012 (the “2005 Plan”). Under the 2005 Plan provisions, the Company was authorized to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, and shares of restricted stock. In May 2017, the Board and the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”). As a result of the adoption of the 2017 Plan, no further grants may be made under the 2005 Plan. The 2017 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. The 2017 Plan included an evergreen provision which provides for the number of shares of common stock reserved for issuance under the 2017 Plan to automatically increase on January 1 of each year by the lesser of (1) 5 % of the number of shares of the Company’s common stock outstanding on December 31 st of the preceding calendar year or (2) such number of shares as determined by the board of directors. The Company's board of directors did not authorize the automatic increase to the 2017 Plan on January 1, for the year ended December 31, 2021. The following table summarizes the activity of shares available for grant under the 2017 Equity Incentive Plan: Shares available for grant at December 31, 2020 1,814,379 Increase in accordance with the evergreen provision — Options issued during the year ( 111,489 ) Canceled during the year 43,101 RSUs granted ( 84,035 ) Shares available for grant at December 31, 2021 1,661,956 Stock Options Incentive stock options may only be granted to Company employees and may only be granted with an exercise price not less than the fair value of the common stock, or not less than 110 % of fair value when the grant is issued to a person who, at the time of grant, owns stock representing more than 10 % of the voting power of all classes of stock. Non-statutory stock options may be granted to Company employees, directors and consultants, and may be granted at a price per share not less than fair value on the date of the grant. Options granted under the 2005 Plan and 2017 Plan generally vest over four years and expire no later than 10 years from the grant date. The 2005 Plan and 2017 Plan grants the Board discretion to determine when the options granted will become exercisable. The 2005 Plan and 2017 Plan allows for the exercise of unvested options with repurchase rights over the restricted common stock issued. At December 31, 2021, 2020, and 2019, there were no unvested options resulting from early exercises. The fair value of stock option grants is set forth below and was determined using the Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2021 2020 2019 Fair value of common stock $ 31.12 -$ 48.05 $ 23.49 -$ 34.07 $ 20.07 -$ 44.95 Expected term (in years) 6 6 6 Risk-free interest rate 0.45 %- 1.62 % 0.36 %- 0.83 % 1.71 %- 2.49 % Expected volatility 65 %- 67 % 64 %- 68 % 64 %- 67 % Expected dividend yield — — — A summary of stock option activities during 2021, 2020 and 2019 is as follows: Number Weighted Weighted Aggregate Intrinsic Value Exercised (in thousands) Outstanding at December 31, 2018 820,186 $ 8.44 Granted 138,200 $ 35.76 $ 21.86 Exercised ( 307,365 ) $ 1.47 $ 12,117 Canceled ( 33,528 ) $ 24.80 Outstanding at December 31, 2019 617,493 $ 17.13 Granted 347,095 $ 32.14 $ 19.15 Exercised ( 96,456 ) $ 3.25 $ 2,257 Canceled ( 54,890 ) $ 26.07 Outstanding at December 31, 2020 813,242 $ 24.58 Granted 111,489 $ 39.00 $ 23.32 Exercised ( 97,702 ) $ 9.20 $ 3,064 Canceled ( 43,101 ) $ 35.84 Outstanding at December 31, 2021 783,928 $ 28.00 Additional information for stock options at December 31, 2021 were as follows: Number Weighted Aggregate Intrinsic Value (in thousands) Weighted Outstanding at December 31, 2021 783,928 28.00 $ 4,524 7.30 Exercisable at December 31, 2021 453,000 23.17 $ 4,362 6.37 At December 31, 2021, total unrecognized stock-based compensation cost related to unvested stock options was $ 6.5 million, which will be recognized ratably over a weighted-average period of 2.6 years. No income tax benefits from stock-based compensation arrangements have been recognized in the consolidated statements of operations. Restricted Stock Units The Company grants restricted stock units (“RSU”) under the 2017 Plan to executive management and its non-employee directors. RSUs granted to executive management generally vest over four years . RSUs granted to non-employee directors generally vest annually. A new non-employee director will receive an initial grant upon joining the board of directors and all directors will receive new annual grants at each annual meeting of shareholders. The following table summarizes the activity of RSU awards: Number Weighted Aggregate Fair Value of RSUs Vested (in thousands) Unvested RSUs at December 31, 2018 110,764 $ 19.58 Granted 62,382 $ 44.05 Vested ( 58,150 ) $ 24.75 $ 2,610 Unvested RSUs at December 31, 2019 114,996 $ 30.24 Granted 91,759 $ 31.75 Vested ( 54,970 ) $ 32.12 $ 1,766 Forfeited ( 10,277 ) $ 41.50 Unvested RSUs at December 31, 2020 141,508 $ 29.67 Granted 84,035 $ 37.86 Vested ( 80,972 ) $ 29.22 $ 3,078 Forfeited ( 15,761 ) $ 31.38 Unvested RSUs at December 31, 2021 128,810 $ 35.09 At December 31, 2021, total unrecognized stock-based compensation cost related to RSUs was $ 3.8 million, which will be recognized ratably over a weighted-average period of 2.4 years. 2017 Employee Stock Purchase Plan In May 2017, the Board and the Company’s stockholders adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback”, which allows eligible employees to purchase shares of the Company’s common stock at a 15 % discount to the lesser of the fair market value of common stock at the beginning and end of the offering period. The 2017 ESPP initial offering period, which began in June 2017, ran for approximately 24 months in length, and contained four 6-month purchase periods. Subsequent offering periods generally run for six months each. An employee’s purchase rights terminate immediately upon termination of employment or other withdrawal from the 2017 ESPP. No participant will have the right to purchase shares of common stock in an amount that has a fair market value of more than $ 25,000 determined as of the first day of the applicable purchase period, for each calendar year. The 2017 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (1) 2 % of the total number of shares of common stock outstanding on December 31 st of the preceding calendar year, (2) 150,000 shares or (3) such number of shares as determined by the board of directors. The Company's board of directors did not authorize the automatic increase to the 2017 ESPP plan on January 1, for the year ended December 31, 2021. The following table summarizes the activity of shares available under the 2017 ESPP: Shares available for grant at December 31, 2020 429,521 Increase in accordance with the evergreen provision — Issued during the year ( 30,193 ) Shares available for grant at December 31, 2021 399,328 The Company accounts for employee stock purchases made under its 2017 ESPP using the estimated grant date fair value of accounting in accordance with ASC 718, Stock Compensation . The Company values ESPP shares using the Black-Scholes model. Total stock-based compensation expense is recorded in the consolidated statements of operations and was allocated as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 1,567 $ 1,093 $ 670 Sales and marketing 1,612 1,268 955 Research and development 734 580 365 General and administrative 1,959 1,521 1,067 Total $ 5,872 $ 4,462 $ 3,057 Stock-based compensation expense is recognized over the award’s expected vesting schedule. Forfeitures are recognized as and when they occur. |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plan | Note 17. Benefit Plan The Company sponsors a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Internal Revenue Code. The Company is allowed to make 401(k) matching contributions as defined in the plan and as approved by the Board. The Company matched 50 % of employee contributions made during 2021 up to a maximum of 2 % of compensation; the match will be deposited to the employees’ 401(k) accounts in 2022. During the years ended December 31, 2021, 2020, and 2019, the Company recorded $ 0.3 million, $ 0.2 million, and $ 0.2 million, respectively, of matching contribution expense. These matching contributions are subject to additional vesting criteria. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | Note 18. Leases The Company leases its principal executive offices in Fremont, California, under a non-cancelable operating lease which expires on February 28, 2027 . This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives, contingent rent provisions or other build-out clauses. The lease contains an option to extend the term for an additional period of up to five years subject to certain terms and conditions. The lease includes both lease (e.g., fixed monthly rent payments) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as the Company elected the practical expedient to group lease and non-lease components for all leases. Upon lease commencement on October 1, 2021 , the Company recognized an operating lease right-of-use asset of $ 2.0 million and a corresponding lease liability of $ 2.0 million, using a discount rate of 3.00 %, which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement. In April 2020, the Company executed a lease agreement for office space in Washington, DC, under a non-cancelable operating lease that expires in November 2025 . This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the lease does not contain contingent rent provisions. The lease contains an option to extend the term for an additional five years subject to certain terms and conditions. This lease includes both lease components (e.g., fixed payments including rent, taxes, parking, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs), which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. Upon lease commencement on May 1, 2020, the Company recognized an operating lease right-of-use asset of $ 0.5 million and a corresponding lease liability of $ 0.5 million, using a discount rate of 3.85 %, which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of commencement. In November 2020, as part of the LEEDS acquisition, the Company acquired the non-cancelable operating lease of LEEDS’ office in Newark, New Jersey, which expires in July 2022 . This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the lease does not contain contingent rent provisions or renewal options. This lease includes both lease (e.g., fixed monthly rent payments) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. In measuring the lease liability upon acquisition, the Company used a discount rate of 5 % which reflects the Company’s incremental borrowing rate for a similar asset and similar term as of the date of acquisition. The operating lease cost recognized for the year ended December 31, 2021, 2020 and 2019, was $ 0.6 million $ 0.4 million and $ 0.3 million, respectively. Supplemental information related to the operating leases as follows (in thousands): December 31, 2021 2020 Assets Operating lease right-of-use assets $ 2,323 $ 882 Liabilities Lease liabilities (short-term) (presented within Accrued expenses and other ) $ 409 $ 484 Lease liabilities (long-term) ( presented within Other liabilities ) 2,013 461 Total operating lease liabilities $ 2,422 $ 945 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities (presented within Operating cash flows) $ 553 $ 386 Maturities of the lease liabilities at December 31, 2021 are as follows (in thousands): 2022 $ 508 2023 523 2024 538 2025 545 2026 499 Total lease payments, undiscounted 2,613 Less: imputed interest ( 191 ) Total $ 2,422 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Contingencies On August 28, 2018, Silvon S. Simmons (the "Plaintiff") amended a complaint against the City of Rochester, New York and various city employees, filed in the United States District Court, Western District of New York, to add the Company and employees as defendants. The amended complaint alleges conspiracy to violate plaintiff's civil rights, denial of the right to a fair trial, and malicious prosecution. The Plaintiff claims that ShotSpotter colluded with the City of Rochester to fabricate and create gunshot alert evidence to secure Plaintiff's conviction. On the basis of the allegations, the Plaintiff has petitioned for compensatory and punitive damages and other costs and expenses, including attorney's fees. The Company believes that the Plaintiff's claims are without merit and are disputing them vigorously. On October 12, 2021, the Company filed a defamation lawsuit against VICE Media, LLC ("VICE"), in Delaware Superior Court. The complaint alleges that VICE intentionally misrepresented court records and targeted ShotSpotter with false accusations in order to cultivate a subversive brand that enables VICE to sell sponsored content to corporate advertisers. ShotSpotter seeks more than $ 200 million in compensatory damages and $ 100 million in punitive damages. The Company may become subject to legal proceedings, as well as demands and claims that arise in the normal course of business. Such claims, even if not meritorious, could result in the expenditure of significant financial and management resources. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed and adjusted to include the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. An unfavorable outcome on any litigation matters could require payment of substantial damages, or, in connection with any intellectual property infringement claims, could require the Company to pay ongoing royalty payments or could prevent the Company from selling certain of its products. As a result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on the Company’s business, operating results, financial condition and cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events Subsequent to the year-end through March 16, 2022, the Company purchased 57,623 shares of its common stock at an average price of $ 28.34 per share for $ 1.6 million. The repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired. On January 3, 2022 , the Company acquired 100 % of the member interests in Forensic Logic, LLC, the premier provider to law enforcement of network search technology and cloud-based information services, for a purchase consideration of $ 5.0 million in cash, subject to working capital adjustments, $ 15.0 million of the Company’s common stock and additional contingent consideration. The contingent consideration is an earnout agreement for 2022 and 2023. Up to $ 9.5 million in contingent earnout will be payable based on Forensic Logic’s revenues generated during 2022. An additional amount up to $ 10.5 million contingent earnout will be payable based on Forensic Logic’s revenues during 2023. The amounts will be determined and paid within approximately 90 days after the end of 2022 and 2023, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting. The consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. In the opinion of management, the accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended December 31, 2021, but are not necessarily indicative of the results of operations or cash flows to be anticipated for any future period. The Company has evaluated subsequent events occurring after the date of the consolidated financial statements for events requiring recording or disclosure in the consolidated financial statements. All significant intercompany transactions have been eliminated during consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives and realization of tangible and intangible assets and goodwill, contingent consideration liabilities, stock-based compensation expense, customer life, accounting for revenue recognition, contingent liabilities related to legal matters, and income taxes including deferred taxes and any related valuation allowance. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations. |
Revenue Recognition | Revenue Recognition – Gunshot Detection Services The Company generates substantially all of its revenues from the sale of gunshot detection subscription services, in which gunshot data generated by Company-owned sensors and software is sold to customers through a cloud-based hosting application for a specified contract period. Typically, the initial contract period is one to three years in length. The subscription contract is generally noncancelable without cause. Generally, these service arrangements do not provide the customer with the right to take possession of the hardware or software supporting the subscription service at any time. A small portion of the Company’s revenues are generated from the delivery of setup services to install Company-owned sensors in the customer’s coverage area and other services including training and a license to integrate with third-party applications. The Company generally invoices customers for 50 % of the total contract value when the contract is fully executed and for the remaining 50 % when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form. The Company generally invoices subscription service renewals for 100 % of the total contract value when the renewal contract is executed. For the public safety solution, the pricing model is based on a per-square-mile basis. For security solutions, the pricing model is on a customized-site basis. As a result of the process for invoicing contracts and renewals upon execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. The Company recognizes revenues upon the satisfaction of performance obligations. At contract inception, the Company assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the subscription services, training, and licenses to integrate with third-party applications are each distinct and represent separate performance obligations. The setup activities are not distinct from the subscription service and are combined into the subscription service performance obligation. However, setup fees may provide a material right to the customer that has influence over the customer's decision to renew. All setup fees are assessed on a quantitative and qualitative basis to determine whether they represent a distinct performance obligation. The total contract value is allocated to each performance obligation identified based on the standalone selling price of the service. Discounts are allocated pro-rata to the identified performance obligations. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not consider the time value of money. Revenues from subscription services are recognized ratably, on a straight-line basis, over the term of the subscription. Revenues from material rights are recognized ratably over the period in which they are determined to provide a material right to the customer, which is generally three years . Revenues from training and licenses to integrate with third-party applications are recognized upon delivery which generally occurs when the subscription service is operational and ready to go live. Subscription renewal fees are recognized ratably over the term of the renewal, which is typically one year . While most customers elect to renew their agreements, in some cases, they may not be able to obtain the proper approvals or funding to complete the renewal prior to expiration. For these customers, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes subscription revenues for the period between the expiration of the term of the agreement and the completion of the renewal process in the month in which the renewal is executed. If a customer declines to renew its subscription, then the remaining fees from material rights, if any, are immediately recognized. The Company capitalizes certain incremental costs of obtaining a contract, which includes sales commissions. As there are not commensurate commissions earned on renewals of the subscription services, the Company capitalizes commissions related to subscription services provided under both the initial contract and renewal periods and amortizes the capitalized commissions on a straight-line basis over the customer life, which is determined to be five years . For commissions that are earned on renewal contracts with an original duration of one year or less, the Company uses the practical expedient applicable to such commissions and recognizes the commissions immediately as expense instead of capitalizing. Amortization of capitalized commissions was $ 0.7 million, $ 0.6 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Revenue Recognition – Software License, Maintenance and Support, and Professional Services With the acquisition of LEEDS, LLC (“LEEDS”), the Company also generates revenues from the sale of (i) a software license and related maintenance and support services to its proprietary software technology and (ii) professional software development services to a single customer, through a sales channel intermediary. The Company has been serving this customer for more than ten years . The sales channel intermediary contract includes an annual, renewable subscription for software and related maintenance and support services. The contract also provides for the procurement of professional services, such as for software development and testing for product feature enhancements, by executing supplementary work orders. The Company recognizes revenue from the license of its software license and related maintenance and support services revenues upon the satisfaction of performance obligations. The Company determined that the term-based software license should be combined with the maintenance and support services as a single performance obligation. The nature of the maintenance and support services, inclusive of the Company’s obligation to provide additional, unspecified software functionality over the license term, in allowing this single customer to be flexible in utilizing the customized software to respond to the changing regulatory environment, are critical to the customer’s ability to derive benefit and value from the license. Contractually, the Company provides continuous access to the software, maintenance and support services, helpdesk and technical support over the contract term, hence a time-elapsed method is used to recognize revenue. Revenues from the software license and maintenance and support services are recognized ratably over the term of the contract because the Company’s obligation to provide the license and related support services is uniform over the license term. The Company generally invoices for these services on a monthly basis in arrears. If a customer does not renew prior to the contract term expiring, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes the revenues for the period between the expiration of the original contract term and the completion of the renewal process in the month in which the renewal is executed. Professional services revenue consists of fees typically associated with the design, development and testing of product feature enhancements requested by the customer. The customer procures additional development services as needed, and generally based upon annual development plans negotiated by and between the customer and the Company. Professional services do not result in significant customization of the maintenance and support services and are considered distinct services. All, and any part of the output, of the Company’s professional services towards such product feature enhancements, belong to the customer. Accordingly, the Company satisfies the performance obligations over time as the performance of work typically creates or enhances an asset that the customer controls as the asset is created or enhanced. As these product feature enhancements each have a fixed contract fee, the Company recognizes revenue over time proportionally as work is performed, based on cumulative resource costs incurred as a percentage of total forecast costs for the project. Management uses significant judgement in making these estimates, which affect the timing of revenue recognition, including how much revenue to recognize in each period, and in estimating the timing of revenue recognition for remaining performance obligations (see Note 3). The contract price and billing schedule are stated in each work order and the Company generally invoices in monthly installments upon the commencement of each work order. Gross versus net presentation The Company’s single software license and related service agreement was facilitated through a sales channel intermediary. The Company presents the total value of the billings to the customer as revenue (or gross) and that portion of the billings to the customer retained by the sales channel intermediary as a sales cost which is included in sales and marketing in the accompanying statement of operations, as the Company has determined that it was the principal in the arrangement. The Company’s conclusion is based on its role in controlling the goods and services consumed by the end-customer throughout the license term or development life cycle, combined with its control over the price charged to the end-user for such goods and services. The fees paid to the sales channel intermediary are expensed as incurred as it relates to a period of performance of one year , and the sales channel intermediary is paid the same rate of commission on any license term renewals or additional professional services that are sold to the customer. |
Costs | Costs Costs include the cost of revenues and charges for impairment of property and equipment. Cost of revenues related to gunshot detection services primarily includes depreciation expense associated with capitalized customer acoustic sensor networks, communication expenses, costs related to hosting the Company's service application, costs related to operating its Incident Review Center (the “IRC”), providing remote and on-site customer support and maintenance and forensic services, certain personnel and related costs of operations, stock-based compensation and allocated overhead, which includes information technology, facility and equipment depreciation costs. Cost of revenues related to software license, maintenance and support, and professional services primarily include personnel costs of project managers, developers and analysts working on the various support tickets and work orders. Such costs are expensed as incurred as they do not create an asset owned by the Company. The Company expenses all costs as incurred for services that are not recoverable under an enforceable contract. |
Advertising and Public Relations Costs | Advertising and Public Relations Costs Advertising and public relations costs are expensed as incurred. Advertising and public relations costs were $ 1.3 million, $ 0.3 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were included in sales and marketing expense in the consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consisted primarily of salaries and benefits, consultant fees, certain facilities costs, and other direct costs associated with the continued development of the Company’s solutions. Product development costs are expensed as incurred until technological feasibility has been established, which the Company defines as the completion of all planning, designing, coding and testing activities that are necessary to establish products that meet design specifications including functions, features and technical performance requirements. The Company has determined that technological feasibility for its software products is reached shortly before they are released for sale. Costs incurred after technological feasibility is established are not significant, and accordingly the Company expenses all research and development costs when incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash and highly liquid investments with an original maturity of three months or less. At December 31, 2021 and 2020, the Company’s cash and cash equivalents consisted of cash deposited in financial institutions. |
Foreign Currency | Foreign Currency The functional currency for the Company’s foreign subsidiaries is the local currency. The assets and liabilities of the subsidiary are translated into U.S. dollars using the exchange rate as of each balance sheet date. Revenues and expenses are translated at the average exchange rates for the period. Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency exchange gains and losses that are realized are recorded in other expense, net, in the accompanying consolidated statements of operations. |
Accounts Receivable, net and Contract Asset | Accounts Receivable, net and Contract Asset Accounts receivable, net consist of trade accounts receivables from the Company’s customers, net of allowance for doubtful accounts if deemed necessary. Accounts receivable are recorded as the invoiced amount. Accounts receivable also consists of trade accounts receivables (net of any commissions) from the sales channel intermediary through which the Company provides software license, maintenance and support, and professional services. The Company does not require collateral or other security for accounts receivable. Contract asset consists of revenues recognized in advance of invoicing the customer. The Company does not charge interest on accounts receivable that are past due. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses based on the Company’s historical experience. At December 31, 2021 and 2020, the Company had a provision against accounts receivable of $ 74,000 . If a receivable is deemed by the Company to be uncollectible, the Company will write off the receivable to bad debt expense. |
Concentrations of Risk | Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of cash and cash equivalents and accounts receivable from trade customers. The Company maintains its cash deposits at one domestic and four international financial institutions. The Company is exposed to credit risk in the event of default by a financial institution to the extent that cash and cash equivalents are in excess of the amount insured by the Federal Deposit Insurance Corporation and other local country government agencies. The Company generally places its cash and cash equivalents with high-credit quality financial institutions. To date, the Company has not experienced any losses on its cash and cash equivalents. Concentration of Accounts Receivable and Contract Asset — At December 31, 2021, one customer accounted for 65 %, of the Company’s total accounts receivable. At December 31, 2020, three customers accounted for 37 %, 27 % and 11 %, respectively, of the Company’s total accounts receivable. Concentration of Revenues — For the year ended December 31, 2021, two customers accounted for 28 % and 14 % of the Company’s revenues. For the year ended December 31, 2020, two customers accounted for 18 % and 15 % of the Company’s revenues. For the year ended December 31, 2019, two customers accounted for 20 % and 14 % of the Company’s revenues. Concentration of Suppliers — The Company relies on a limited number of suppliers and contract manufacturers. In particular, a single supplier is currently the sole manufacturer of the Company’s proprietary sensors. |
Business Acquisitions | Business Acquisitions The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are recognized separately from the business combination and are recognized as general and administrative expense as incurred. |
Goodwill | Goodwill Goodwill represents the excess of amounts paid over the fair value of net assets acquired from an acquisition. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (October 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. The Company performed its annual test for goodwill impairment as of October 1, 2021 and concluded that no goodwill impairment charge was necessary. Since inception through December 31, 2021, the Company has no t recorded any goodwill impairment. |
Intangible Assets | Intangible Assets Intangible assets consisted of acquired patents and capitalized legal fees related to obtaining patents, as well as customer relationships from the Company’s acquisition of HunchLab in 2018 and LEEDS in 2020 (see Note 4, Business Acquisitions). Patent assets are stated at cost, less accumulated amortization. Customer relationships are recorded at fair value as of the date of the acquisition. Intangible assets are amortized on an attribution method, over their expected useful lives, which range from three years for patents and seven to fifteen years for customer relationships. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, is stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over their estimated useful lives, ranging from three to five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Costs incurred to develop software for internal use and for the Company’s solutions are capitalized and amortized over such software’s estimated useful life. Internally developed software costs capitalized during all periods presented have not been material. Property and equipment, net also includes software technology resulting from the Company’s acquisition of HunchLab, which was recorded at fair value as of the date of the acquisition, amortized on the straight-line basis over five years . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company annually reviews long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset to the future undiscounted net cash flows which the asset is expected to generate. If such assets are determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the future undiscounted net cash flows arising from the assets. Assets to be disposed of are reported at the lower of their carrying amounts or fair value less cost to sell. |
Royalty Expense | Royalty Expense In 2009, the Company entered into a license agreement with a third-party relating to a patented gunshot digital imaging system that facilitates integration with certain third-party systems. The terms of the license agreement require the Company to pay a one-time fee of $ 5,000 for each license sold to a customer allowing the customer to integrate their ShotSpotter service with a third-party application, such as a video management system, with a minimum annual amount due of $ 75,000 . In 2021, 2020, and 2019, the Company incurred only the $ 75,000 minimum amount. The license agreement renews automatically on each subsequent year unless it is terminated in accordance with the agreement. |
Fair Value Measurements | Fair Value Measurements The Company uses a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investing in those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level I — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level II — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level III — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Stock-Based Compensation | Stock-Based Compensation The Company generally grants options to purchase shares of its common stock to its employees, directors and non-employees for a fixed number of shares with an exercise price equal to the fair value of the underlying shares at the grant date. All stock option grants are accounted for using the fair value method, and stock-based compensation expense is recognized ratably over the requisite service period as the underlying options vest. The Company uses the Black-Scholes option pricing model to measure the fair value of its stock options. The Company estimated the grant date fair value of its common stock options using the following assumptions: Expected Term — The expected term represents the period that the stock-based compensation awards are expected to be outstanding. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the Company used the simplified method to compute expected term, which reflects the weighted-average of time-to-vesting. Risk-Free Interest Rate — The risk-free interest rate is based on the yield on U.S. Treasury yield curve in effect at the grant date. Expected Volatility —The expected volatility is based on the historical volatility of the Company’s stock. Dividend Yield — Expected dividend yield is based on the Company's dividend policy at the time the options were granted. The Company does not plan to pay any dividends in the foreseeable future. Consequently, it has historically used an expected dividend yield of zero . The Company uses the market closing price of its common stock as traded on the Nasdaq Capital Market to determine fair value. The Company generally grants unvested restricted stock unit awards to non-employee directors and executive management for a fixed number of shares and a fixed vesting schedule. The restricted stock unit awards are valued using the closing price on the date of grant and stock-based compensation is recognized ratably over the requisite service period. Forfeitures are recognized as and when they occur. |
Segment Information | Segment Information The chief operating decision maker is the Company's Chief Executive Officer, who allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it operates as a single operating and reportable segment |
Income Taxes | Income Taxes The Company records income taxes in accordance with the liability method of accounting. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax law. The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that a deferred tax asset will not be realizable. Changes in tax rates are reflected in the tax provision as they occur. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority . The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares and common stock equivalents outstanding during the period. Common stock equivalents are only included when their effect is dilutive. Common stock equivalents and unvested restricted stock units are potentially dilutive securities and include convertible preferred stock, warrants and outstanding stock options. These potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their inclusion would be anti-dilutive. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In June 2016, the Financial Accounting Standards Board ("FASB') issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit loss (“CECL”) and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective at the beginning of the Company’s first quarter of fiscal 2023. Early adoption of the amendments is permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), simplifying the accounting for income taxes by removing certain exceptions to the general principles. The guidance will be effective at the beginning of the Company's first quarter of fiscal 2022. Early adoption of the amendments is permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts from Customers . ASU 2021-08 aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognized by the acquirer. These amendments are effective prospectively for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is allowed. The Company is currently assessing the impact the adoption of this ASU will have on its consolidated financial statements. |
Employee Stock Purchase Plan | The Company accounts for employee stock purchases made under its 2017 ESPP using the estimated grant date fair value of accounting in accordance with ASC 718, Stock Compensation . The Company values ESPP shares using the Black-Scholes model. |
Revenue Related Disclosures (Ta
Revenue Related Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The changes in deferred revenue were as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 24,578 $ 26,958 New billings 60,132 42,499 Revenue recognized during the year from beginning balance ( 24,480 ) ( 18,944 ) Revenue recognized during the year from new billings ( 33,509 ) ( 25,947 ) Foreign currency impact ( 12 ) 12 Ending balance $ 26,709 $ 24,578 |
Schedule of Remaining Performance Obligations for Contractually Committed Revenues | The following table presents remaining performance obligations for contractually committed revenues as of December 31, 2021 (in thousands): 2022 $ 37,539 2023 25,081 2024 18,345 Thereafter 11,344 Total $ 92,309 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation as of Acquisition Date | The following table summarizes the final allocation of the purchase price as of the acquisition date (in thousands): Cash and cash equivalents $ 7,044 Accounts receivable and contract asset, net 1,060 Property and equipment, net 161 Operating lease right-of-use asset 225 Goodwill 1,432 Customer relationship 14,410 Other asset 45 Accrued expenses and other current liabilities ( 458 ) Other liabilities ( 98 ) Total estimated consideration $ 23,821 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Contingent Consideration Liability | The changes in the fair value of the contingent consideration liability are summarized below (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 573 $ 750 Payment of contingent consideration liability ( 403 ) ( 347 ) Change in fair value of contingent consideration 1,330 — Contingent consideration from business combination — 170 Ending balance $ 1,500 $ 573 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in goodwill for 2021 and 2020 are as follows (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 2,811 $ 1,379 Acquisition of LEEDS (see Note 4—Business Acquisitions) — 1,432 Change during the year 5 — Ending balance $ 2,816 $ 2,811 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Net | Intangible assets as of December 31, 2021 and 2020 are as follows (in thousands): 2021 Gross Accumulated Amortization Net Customer relationships $ 14,570 $ ( 1,131 ) $ 13,439 Patents 1,214 ( 1,089 ) 125 Total intangible assets, net $ 15,784 $ ( 2,220 ) $ 13,564 2020 Gross Accumulated Amortization Net Customer relationships $ 14,570 $ ( 147 ) $ 14,423 Patents 1,158 ( 1,041 ) 117 Total intangible assets, net $ 15,728 $ ( 1,188 ) $ 14,540 |
Schedule of Future Intangible Asset Amortization | The following table presents future intangible asset amortization as of December 31, 2021 (in thousands): 2022 $ 1,042 2023 1,020 2024 1,016 2025 978 2026 961 Thereafter 8,547 Total $ 13,564 |
Details of Certain Consolidat_2
Details of Certain Consolidated Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (in thousands): December 31, 2021 2020 Prepaid software and licenses $ 756 $ 653 Prepaid insurance 611 561 Other prepaid expenses 198 136 Deferred commissions 822 715 Other 117 107 $ 2,504 $ 2,172 |
Schedule of Accounts Receivable and Contract Asset | Accounts receivable and contract asset (in thousands): December 31, 2021 2020 Accounts receivable $ 16,167 $ 12,459 Contract asset 41 536 Allowance for potential credit losses ( 74 ) ( 74 ) $ 16,134 $ 12,921 |
Schedule of Other Assets | Other assets (in thousands): December 31, 2021 2020 Deferred commissions $ 1,723 $ 1,465 Other 195 140 $ 1,918 $ 1,605 |
Schedule of Property and Equipment, Net | Property and equipment, net (in thousands): December 31, 2021 2020 Deployed equipment $ 35,882 $ 31,761 Computer equipment 1,745 1,550 Software 1,314 1,314 Furniture and fixtures 295 217 Leasehold improvements 30 306 Vehicles 239 124 Construction in progress 4,818 1,506 $ 44,323 $ 36,778 Accumulated depreciation and amortization ( 26,914 ) ( 21,432 ) $ 17,409 $ 15,346 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities (in thousands): December 31, 2021 2020 Personnel-related accruals $ 4,864 $ 4,217 Royalties payable 47 55 Professional fees 925 92 Sales/ use tax payable 167 46 Contingent consideration ─ 403 Operating lease liability 409 484 Other 268 316 $ 6,680 $ 5,613 |
Schedule of Other Long-term Liabilities | Other liabilities (long-term) (in thousand): December 31, 2021 2020 Operating lease liabilities $ 2,013 $ 461 Contingent consideration liability 1,500 170 $ 3,513 $ 631 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Net Income (Loss) Before Income Tax Expense | The domestic and foreign components of net income (loss) before income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ ( 4,280 ) $ 1,562 $ 1,743 Foreign ( 95 ) ( 427 ) 14 Net income (loss) before income tax $ ( 4,375 ) $ 1,135 $ 1,757 |
Schedule of Provision (Benefit) for Income Tax | The provision (benefit) for income tax consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State — — — Foreign 6 ( 7 ) 7 Total 6 ( 7 ) 7 Deferred: Federal — — — State — — — Foreign 50 ( 83 ) ( 48 ) Total 50 ( 83 ) ( 48 ) Total income tax expense (benefit) $ 56 $ ( 90 ) $ ( 41 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Income Tax Expense (Benefit) | A reconciliation of income taxes at the statutory federal income tax rate to income tax expense (benefit) included in the accompanying consolidated statements of operations is as follows (in thousands): December 31, 2021 2020 2019 Income tax at statutory rate $ ( 919 ) $ 240 $ 369 Change in valuation allowance 1,288 ( 165 ) ( 17 ) State tax ( 288 ) ( 37 ) ( 133 ) Stock-based compensation 62 ( 11 ) ( 420 ) Research and development credit ( 160 ) ( 103 ) ( 82 ) Foreign rate differential 7 ( 40 ) ( 43 ) Other 66 26 285 Total $ 56 $ ( 90 ) $ ( 41 ) |
Schedule of Company's Deferred Tax Assets and Liabilities | Temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating losses $ 19,920 $ 20,265 Credits 2,557 2,292 Accruals and reserves 2,605 1,648 Deferred revenue and contract costs 140 296 Gross deferred tax assets 25,222 24,501 Valuation allowance ( 24,955 ) ( 23,667 ) Net deferred tax assets 267 834 Deferred tax liabilities: Fixed assets and intangibles ( 267 ) ( 785 ) Total deferred tax assets (liabilities), net $ — $ 49 |
Schedule of Unrecognized Uncertain Tax Positions | A reconciliation of the beginning and ending amounts of unrecognized uncertain tax positions is as follows (in thousands): Balance as of December 31, 2019 $ 772 Increases for current year tax positions 70 Increases for prior year tax positions 17 Balance as of December 31, 2020 859 Increases for current year tax positions 87 Increases for prior year tax positions 8 Balance as of December 31, 2021 $ 954 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | At December 31, 2021, shares of common stock reserved for future issuance were as follows: December 31, 2021 Options outstanding 783,928 Shares available for future grant 1,661,956 Unvested restricted stock units 128,810 Total 2,574,694 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss per Share | The following table summarizes the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ ( 4,431 ) $ 1,225 $ 1,798 Denominator: Weighted-average shares outstanding, basic 11,647,558 11,408,757 11,302,780 Weighted-average shares outstanding, diluted 11,647,558 11,730,294 11,846,348 Net income (loss) per share, basic $ ( 0.38 ) $ 0.11 $ 0.16 Net income (loss) per share, diluted $ ( 0.38 ) $ 0.10 $ 0.15 |
Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Income (Loss) per Share | The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive: Year Ended December 31, 2021 2020 2019 Options to purchase common stock 783,928 573,340 269,202 Unvested restricted stock units 128,810 101,255 54,620 Total 912,738 674,595 323,822 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Common Stock Warrants Issued and Outstanding | At December 31, 2021 and 2020, the Company had the following common stock warrants issued and outstanding: Shares Warrant Class 2021 2020 Issuance Price Expiration Common stock warrant — 50,716 February 2014 $ 0.1700 February 2021 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Fair Value of Stock Option Grants Valuation Assumptions by Block-Scholes Option Pricing Model | The fair value of stock option grants is set forth below and was determined using the Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2021 2020 2019 Fair value of common stock $ 31.12 -$ 48.05 $ 23.49 -$ 34.07 $ 20.07 -$ 44.95 Expected term (in years) 6 6 6 Risk-free interest rate 0.45 %- 1.62 % 0.36 %- 0.83 % 1.71 %- 2.49 % Expected volatility 65 %- 67 % 64 %- 68 % 64 %- 67 % Expected dividend yield — — — |
Schedule of Stock Option Activity | A summary of stock option activities during 2021, 2020 and 2019 is as follows: Number Weighted Weighted Aggregate Intrinsic Value Exercised (in thousands) Outstanding at December 31, 2018 820,186 $ 8.44 Granted 138,200 $ 35.76 $ 21.86 Exercised ( 307,365 ) $ 1.47 $ 12,117 Canceled ( 33,528 ) $ 24.80 Outstanding at December 31, 2019 617,493 $ 17.13 Granted 347,095 $ 32.14 $ 19.15 Exercised ( 96,456 ) $ 3.25 $ 2,257 Canceled ( 54,890 ) $ 26.07 Outstanding at December 31, 2020 813,242 $ 24.58 Granted 111,489 $ 39.00 $ 23.32 Exercised ( 97,702 ) $ 9.20 $ 3,064 Canceled ( 43,101 ) $ 35.84 Outstanding at December 31, 2021 783,928 $ 28.00 |
Schedule of Additional Information for Stock Options | Additional information for stock options at December 31, 2021 were as follows: Number Weighted Aggregate Intrinsic Value (in thousands) Weighted Outstanding at December 31, 2021 783,928 28.00 $ 4,524 7.30 Exercisable at December 31, 2021 453,000 23.17 $ 4,362 6.37 |
Schedule of Unvested Restricted Stock Units Awards Activity | The following table summarizes the activity of RSU awards: Number Weighted Aggregate Fair Value of RSUs Vested (in thousands) Unvested RSUs at December 31, 2018 110,764 $ 19.58 Granted 62,382 $ 44.05 Vested ( 58,150 ) $ 24.75 $ 2,610 Unvested RSUs at December 31, 2019 114,996 $ 30.24 Granted 91,759 $ 31.75 Vested ( 54,970 ) $ 32.12 $ 1,766 Forfeited ( 10,277 ) $ 41.50 Unvested RSUs at December 31, 2020 141,508 $ 29.67 Granted 84,035 $ 37.86 Vested ( 80,972 ) $ 29.22 $ 3,078 Forfeited ( 15,761 ) $ 31.38 Unvested RSUs at December 31, 2021 128,810 $ 35.09 |
Schedule of Stock-Based Compensation Expense Recorded in Consolidated Statements of Operations | Total stock-based compensation expense is recorded in the consolidated statements of operations and was allocated as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 1,567 $ 1,093 $ 670 Sales and marketing 1,612 1,268 955 Research and development 734 580 365 General and administrative 1,959 1,521 1,067 Total $ 5,872 $ 4,462 $ 3,057 |
2017 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Activity of Shares Available for Grant | The following table summarizes the activity of shares available for grant under the 2017 Equity Incentive Plan: Shares available for grant at December 31, 2020 1,814,379 Increase in accordance with the evergreen provision — Options issued during the year ( 111,489 ) Canceled during the year 43,101 RSUs granted ( 84,035 ) Shares available for grant at December 31, 2021 1,661,956 |
2017 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Activity of Shares Available for Grant | The following table summarizes the activity of shares available under the 2017 ESPP: Shares available for grant at December 31, 2020 429,521 Increase in accordance with the evergreen provision — Issued during the year ( 30,193 ) Shares available for grant at December 31, 2021 399,328 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Summary of Supplemental Information Related to Operating Leases | Supplemental information related to the operating leases as follows (in thousands): December 31, 2021 2020 Assets Operating lease right-of-use assets $ 2,323 $ 882 Liabilities Lease liabilities (short-term) (presented within Accrued expenses and other ) $ 409 $ 484 Lease liabilities (long-term) ( presented within Other liabilities ) 2,013 461 Total operating lease liabilities $ 2,422 $ 945 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities (presented within Operating cash flows) $ 553 $ 386 |
Summary of Maturity of Operating Lease Liabilities | Maturities of the lease liabilities at December 31, 2021 are as follows (in thousands): 2022 $ 508 2023 523 2024 538 2025 545 2026 499 Total lease payments, undiscounted 2,613 Less: imputed interest ( 191 ) Total $ 2,422 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021SubsidiaryCity | |
Business And Nature Of Operations [Line Items] | |
Number of subsidiary | Subsidiary | 5 |
Minimum | |
Business And Nature Of Operations [Line Items] | |
Number of cities in which entity operates | City | 125 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)CustomersSegmentFinancialinstitution | Dec. 31, 2020USD ($)Customers | Dec. 31, 2019USD ($)Customers | |
Accounting Policies [Line Items] | |||
Provision for accounts receivable | $ 74,000 | $ 74,000 | |
Impairment charge of goodwill | 0 | 0 | |
One-time license fee payable for each license sold to customer | 5,000 | ||
Minimum annual amount due under license agreement | 75,000 | ||
Minimum amount incurred under license agreement | $ 75,000 | $ 75,000 | $ 75,000 |
Expected dividend yield | 0.00% | ||
Number of operating segment | Segment | 1 | ||
Number of reportable segment | Segment | 1 | ||
Description of uncertain income tax position | For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority | ||
Software Technology | HunchLab | |||
Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 5 years | ||
Patents | |||
Accounting Policies [Line Items] | |||
Estimated useful life of intangible assets | 3 years | ||
Customer Concentration Risk | Accounts Receivable | |||
Accounting Policies [Line Items] | |||
Number of customers | Customers | 1 | 3 | |
Customer Concentration Risk | Revenues | |||
Accounting Policies [Line Items] | |||
Number of customers | Customers | 2 | 2 | 2 |
Customer Concentration Risk | Customer One | Accounts Receivable | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 65.00% | 37.00% | |
Customer Concentration Risk | Customer One | Revenues | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 28.00% | 18.00% | 20.00% |
Customer Concentration Risk | Customer Two | Accounts Receivable | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 27.00% | ||
Customer Concentration Risk | Customer Two | Revenues | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 14.00% | 15.00% | 14.00% |
Customer Concentration Risk | Customer Three | Accounts Receivable | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 11.00% | ||
United States | Credit Concentration Risk | |||
Accounting Policies [Line Items] | |||
Number of financial institutions at which cash deposits are maintained | Financialinstitution | 1 | ||
International | Credit Concentration Risk | |||
Accounting Policies [Line Items] | |||
Number of financial institutions at which cash deposits are maintained | Financialinstitution | 4 | ||
Sales and Marketing Expense | |||
Accounting Policies [Line Items] | |||
Advertising and public relations costs | $ 1,300,000 | $ 300,000 | $ 500,000 |
Gunshot Detection Services | |||
Accounting Policies [Line Items] | |||
Percentage of contract price invoiced to customer on contract signed | 50.00% | ||
Percentage of contract price invoiced to customer on subscription service operational and ready to go live | 50.00% | ||
Percentage of contract value invoiced subscription service renewals on renewal contract executed | 100.00% | ||
Gunshot Detection Services | Adoption of Topic 606 | |||
Accounting Policies [Line Items] | |||
Revenues material right recognition period | 3 years | ||
Subscription renewal fees recognition period | 1 year | ||
Capitalized commissions, amortization period | 5 years | ||
Amortization of capitalized commissions | $ 700,000 | $ 600,000 | $ 500,000 |
Software License, Maintenance and Support, and Professional Services | Adoption of Topic 606 | |||
Accounting Policies [Line Items] | |||
Sales channel intermediary period of performance | 1 year | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 3 years | ||
Minimum | Customer Relationships | |||
Accounting Policies [Line Items] | |||
Estimated useful life of intangible assets | 7 years | ||
Minimum | Gunshot Detection Services | |||
Accounting Policies [Line Items] | |||
Subscription services initial contract period | 1 year | ||
Minimum | Software License, Maintenance and Support, and Professional Services | Adoption of Topic 606 | |||
Accounting Policies [Line Items] | |||
Period of service to customers | 10 years | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Highly liquid investments maturity period | 3 months | ||
Property and equipment estimated useful lives | 5 years | ||
Maximum | Customer Relationships | |||
Accounting Policies [Line Items] | |||
Estimated useful life of intangible assets | 15 years | ||
Maximum | Gunshot Detection Services | |||
Accounting Policies [Line Items] | |||
Subscription services initial contract period | 3 years |
Revenue Related Disclosures - S
Revenue Related Disclosures - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Beginning balance | $ 24,578 | $ 26,958 |
New billings | 60,132 | 42,499 |
Foreign currency impact | (12) | 12 |
Ending balance | 26,709 | 24,578 |
Recognition From Balance at the Beginning of the Year | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognized during the year from beginning balance | (24,480) | (18,944) |
Revenue Recognized During the Year from New Billings | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognized during the year from beginning balance | $ (33,509) | $ (25,947) |
Revenue Related Disclosures -_2
Revenue Related Disclosures - Schedule of Remaining Performance Obligations for Contractually Committed Revenues (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 92,309 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 37,539 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 25,081 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 18,345 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 11,344 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue Related Disclosures -_3
Revenue Related Disclosures - Schedule of Remaining Performance Obligations for Contractually Committed Revenues 1 (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 92,309 |
Revenue Related Disclosures - A
Revenue Related Disclosures - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subscription, maintenance and support services Member | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 54.7 | $ 45.7 | $ 40.8 |
Professional software development services member | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 3.4 | ||
United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 57.3 | 45 | 39.7 |
South Africa | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 0.9 | 0.7 | $ 1 |
Bahamas | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 0.9 | $ 0.7 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - LEEDS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Business acquisition purchase consideration in cash | $ 21.6 | ||
Preliminary fair value of the contingent earnout | 0.2 | ||
Business acquisition estimated purchase consideration/purchase consideration | $ 23.8 | ||
Percentage of discounted cash flows | 7.00% | ||
Acquisition related expenses | $ 0.2 | $ 0.6 | |
Customer Relationship | |||
Business Acquisition [Line Items] | |||
Intangible assets, estimated useful life | 15 years | ||
Common Stock | |||
Business Acquisition [Line Items] | |||
Business acquisition purchase consideration, stock issued | $ 2 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Purchase Price Allocation as of Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 24, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,816 | $ 2,811 | $ 1,379 | |
LEEDS | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 7,044 | |||
Accounts receivable and contract asset, net | 1,060 | |||
Property and equipment, net | 161 | |||
Operating lease right-of-use asset | 225 | |||
Goodwill | 1,432 | |||
Other asset | 45 | |||
Accrued expenses and other current liabilities | (458) | |||
Other liabilities | (98) | |||
Total estimated consideration | 23,821 | |||
LEEDS | Customer Relationship | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | $ 14,410 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Payment of contingent consideration liability | $ 403,000 | $ 347,000 | ||
Transfers into or out of level 3 | 0 | 0 | ||
Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value of contingent consideration | $ 200,000 | |||
Fair Value Measurements Recurring | Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of contingent consideration | $ 1,330,000 | |||
Azavea, Inc | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Payment of contingent consideration liability | $ 400,000 | $ 300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Contingent Consideration Liability (Details) - Fair Value Measurements Recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 573 | $ 750 |
Payment of contingent consideration liability | (403) | (347) |
Change in fair value of contingent consideration | 1,330 | |
Contingent consideration from business combination | 170 | |
Ending balance | $ 1,500 | $ 573 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning balance | $ 2,811 | $ 1,379 |
Acquisition of LEEDS (see Note 4-Business Acquisitions) | 1,432 | |
Change during the year | 5 | |
Ending balance | $ 2,816 | $ 2,811 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charges | $ 0 | $ 0 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 15,784 | $ 15,728 |
Accumulated Amortization | (2,220) | (1,188) |
Net | 13,564 | 14,540 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 14,570 | 14,570 |
Accumulated Amortization | (1,131) | (147) |
Net | 13,439 | 14,423 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 1,214 | 1,158 |
Accumulated Amortization | (1,089) | (1,041) |
Net | $ 125 | $ 117 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Intangible amortization expense | $ 1,032 | $ 187 | $ 88 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Intangible Asset Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 | $ 1,042 | |
2023 | 1,020 | |
2024 | 1,016 | |
2025 | 978 | |
2026 | 961 | |
Thereafter | 8,547 | |
Net | $ 13,564 | $ 14,540 |
Details of Certain Consolidat_3
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid software and licenses | $ 756 | $ 653 |
Prepaid insurance | 611 | 561 |
Other prepaid expenses | 198 | 136 |
Deferred commissions | 822 | 715 |
Other | 117 | 107 |
Total | $ 2,504 | $ 2,172 |
Details of Certain Consolidat_4
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Accounts Receivable and Contract Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts receivable | $ 16,167 | $ 12,459 |
Contract asset | 41 | 536 |
Allowance for potential credit losses | (74) | (74) |
Accounts receivable and contract asset | $ 16,134 | $ 12,921 |
Details of Certain Consolidat_5
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets Noncurrent Disclosure [Abstract] | ||
Deferred commissions | $ 1,723 | $ 1,465 |
Other | 195 | 140 |
Total other assets | $ 1,918 | $ 1,605 |
Details of Certain Consolidat_6
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 44,323 | $ 36,778 |
Accumulated depreciation and amortization | (26,914) | (21,432) |
Property and equipment, net | 17,409 | 15,346 |
Deployed Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 35,882 | 31,761 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,745 | 1,550 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,314 | 1,314 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 295 | 217 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 30 | 306 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 239 | 124 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,818 | $ 1,506 |
Details of Certain Consolidat_7
Details of Certain Consolidated Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 5.8 | $ 5.4 | $ 4.9 |
Details of Certain Consolidat_8
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Personnel-related accruals | $ 4,864 | $ 4,217 |
Royalties payable | 47 | 55 |
Professional fees | 925 | 92 |
Sales/ use tax payable | 167 | 46 |
Contingent consideration | 403 | |
Operating lease liability | 409 | 484 |
Other | 268 | 316 |
Accrued expenses and other current liabilities | $ 6,680 | $ 5,613 |
Details of Certain Consolidat_9
Details of Certain Consolidated Balance Sheet Accounts - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Operating lease liabilities | $ 2,013 | $ 461 |
Contingent consideration liability | 1,500 | 170 |
Other liabilities, noncurrent | $ 3,513 | $ 631 |
Impairment of Property and Eq_2
Impairment of Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Impairment of property and equipment | $ 25,000 | $ 234,000 | $ 0 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)Business | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Sep. 27, 2018USD ($) | |
Umpqua Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility outstanding amount repayment date | Sep. 27, 2022 | |||
Credit facility interest rate description | (1) a base rate, which fluctuates daily and is the greater of (a) the prime rate in effect as of any date of determination and (b) the daily LIBOR rate as of such date of determination plus 1.0% per annum, or (2) a LIBOR rate, which can be for a period of 30, 60 or 90 days at the Company’s option and is equal to the published rate in the Wall Street Journal for such 30-, 60- or 90-day period two business days prior to the commencement of such period, in each case plus 2.0% per annum | |||
Credit facility covenant description | Under the Umpqua Credit Agreement, the Company is subject to various negative covenants that limit, subject to certain exclusions, the Company’s ability to incur indebtedness, make loans, invest in or secure the obligations of other parties, pay or declare dividends, make distributions with respect to the Company’s securities, redeem outstanding shares of the Company’s stock, create subsidiaries, materially change the nature of its business, enter into related party transactions, engage in mergers and business combinations, the acquisition or transfer of Company assets outside of the ordinary course of business, grant liens or enter into collateral relationships involving company assets or reincorporate, reorganize or dissolve the Company. The Company is also required to maintain certain financial covenants tied to its leverage, interest charges and profitability. In December 2021, the Company obtained a waiver for the financial covenant tied to its profitability | |||
Credit facility borrowings outstanding | $ 0 | $ 0 | ||
Umpqua Credit Agreement | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread | 2.00% | |||
Period of interest rate option applied on credit facility | 30 days | |||
Period of interest rate option applied on credit facility | 60 days | |||
Period of interest rate option applied on credit facility | 90 days | |||
Number of business days prior to commencement of periods on interest rate | Business | 2 | |||
Credit facility variable rate | LIBOR | |||
Umpqua Credit Agreement | LIBOR | Fluctuating Rate Per Annum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread | 1.00% | |||
Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity under loan | $ 20,000,000 | |||
Revolving Facility | Umpqua Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit agreement date | Sep. 27, 2018 | |||
Credit facility maximum borrowing capacity under loan | $ 10,000,000 | |||
Revolving Facility | Umpqua Credit Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Increase in credit facility total | $ 25,000,000 | |||
Letter of Credit Subfacility | Umpqua Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity under loan | $ 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
ShotSpotter Labs | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 0.1 | $ 0.2 | $ 0.6 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Net Income (Loss) Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (4,280) | $ 1,562 | $ 1,743 |
Foreign | (95) | (427) | 14 |
(Loss) income before income taxes | $ (4,375) | $ 1,135 | $ 1,757 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Foreign | $ 6 | $ (7) | $ 7 |
Total | 6 | (7) | 7 |
Deferred: | |||
Foreign | 50 | (83) | (48) |
Total | 50 | (83) | (48) |
Total income tax expense (benefit) | $ 56 | $ (90) | $ (41) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax at statutory rate | $ (919) | $ 240 | $ 369 |
Change in valuation allowance | 1,288 | (165) | (17) |
State tax | (288) | (37) | (133) |
Stock-based compensation | 62 | (11) | (420) |
Research and development credit | (160) | (103) | (82) |
Foreign rate differential | 7 | (40) | (43) |
Other | 66 | 26 | 285 |
Total income tax expense (benefit) | $ 56 | $ (90) | $ (41) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 19,920 | $ 20,265 |
Credits | 2,557 | 2,292 |
Accruals and reserves | 2,605 | 1,648 |
Deferred revenue and contract costs | 140 | 296 |
Gross deferred tax assets | 25,222 | 24,501 |
Valuation allowance | (24,955) | (23,667) |
Net deferred tax assets | 267 | 834 |
Deferred tax liabilities: | ||
Fixed assets and intangibles | $ (267) | (785) |
Total deferred tax assets, net | $ 49 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Increased in valuation allowance | $ 25,000,000 | $ 23,700,000 | |
Interest or penalties accrued | $ 0 | 0 | |
California | |||
Income Taxes [Line Items] | |||
Research and experimental credits carryforwards, expiration | The California research and experimental tax credits carry forward indefinitely until utilized. | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 78,400,000 | 80,400,000 | |
Net operating loss carryforward not subject to expiration | $ 4,900,000 | ||
Net operating loss carryforwards latest expiration year | 2027 | ||
Net operating loss carryforwards | $ 73,500,000 | ||
Research and experimental credits carryforwards | $ 1,400,000 | ||
Research and experimental credits carryforwards, expiration | The federal research and experimental tax credits will begin to expire, if not utilized, in 2027. | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards latest expiration year | 2022 | ||
Net operating loss carryforwards | $ 50,100,000 | $ 51,100,000 | |
Research and experimental credits carryforwards | $ 1,400,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 859 | $ 772 |
Increases for current year tax positions | 87 | 70 |
Increases for prior year tax positions | 8 | 17 |
Balance at end of year | $ 954 | $ 859 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2019 | |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.005 | $ 0.005 | |
Common stock, shares issued | 11,703,430 | 11,538,998 | |
Common stock, shares outstanding | 11,703,430 | 11,538,998 | |
Common stock, voting rights | Holders of common stock have voting rights equal to one vote per share of common stock held | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.005 | $ 0.005 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Repurchase of common stock | 95,151 | 74,520 | |
Average price per share | $ 37.82 | $ 21.65 | |
Repurchase of common stock amount | $ 3,601,000 | $ 1,615,000 | |
Maximum | |||
Class Of Stock [Line Items] | |||
Amount approved for common stock repurchase | $ 15,000,000 |
Capital Stock - Schedule of Com
Capital Stock - Schedule of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2021shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 2,574,694 |
Options Outstanding | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 783,928 |
Shares Available for Future Grant | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 1,661,956 |
Unvested Restricted Stock Units | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 128,810 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ (4,431) | $ 1,225 | $ 1,798 |
Denominator: | |||
Weighted-average shares outstanding, basic | 11,647,558 | 11,408,757 | 11,302,780 |
Weighted-average shares outstanding, diluted | 11,647,558 | 11,730,294 | 11,846,348 |
Net income (loss) per share, basic | $ (0.38) | $ 0.11 | $ 0.16 |
Net income (loss) per share, diluted | $ (0.38) | $ 0.10 | $ 0.15 |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Income (Loss) per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 912,738 | 674,595 | 323,822 |
Options to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 783,928 | 573,340 | 269,202 |
Unvested Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 128,810 | 101,255 | 54,620 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Common Stock Warrants Issued and Outstanding (Details) - The February 2014 Common stock warrant - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 50,716 | |
Issuance Date | 2014-02 | |
Price per Share | $ 0.1700 | |
Expiration Date | 2021-02 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - Warrants Settled on Cash Basis | 1 Months Ended |
Feb. 28, 2021shares | |
Class Of Warrant Or Right [Line Items] | |
Warrants exercised | 50,716 |
Conversion of preferred stock into common stock, shares | 50,716 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017shares | Dec. 31, 2021USD ($)Participant$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested options resulting from early exercises | 0 | 0 | 0 | ||
Options to Purchase Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized stock-based compensation cost related to unvested stock options | $ | $ 6,500,000 | ||||
Total unrecognized stock-based compensation cost related to unvested stock options, recognized ratably over a weighted-average period | 2 years 7 months 6 days | ||||
Income tax benefits from stock-based compensation | $ | $ 0 | ||||
Restricted Stock Unit | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized stock-based compensation cost related to unvested stock options, recognized ratably over a weighted-average period | 2 years 4 months 24 days | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period | 84,035 | 91,759 | 62,382 | ||
Grant Date Fair Value, Granted | $ / shares | $ 37.86 | $ 31.75 | $ 44.05 | ||
Total unrecognized stock-based compensation cost related RSUs | $ | $ 3,800,000 | ||||
Restricted Stock Unit | Executive Management | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2005 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future grant | 0 | ||||
2017 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future grant | 1,661,956 | 1,814,379 | |||
Shares of common stock reserved for issuance, automatic annual increase initiation period | --01-01 | ||||
Percentage of number of shares of common stock outstanding | 5.00% | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period | 84,035 | ||||
Incentive Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Ownership percentage, minimum | 10.00% | ||||
Incentive Stock Options | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of fair value of common stock granted to employees | 110.00% | ||||
2005 Plan and 2017 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2005 Plan and 2017 Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
2017 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future grant | 399,328 | 429,521 | |||
Percentage of number of shares of common stock outstanding | 2.00% | ||||
Percentage of fair market value of common stock at beginning and end of offering period | 15.00% | ||||
Purchase of common stock under ESPP, Description | The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback”, which allows eligible employees to purchase shares of the Company’s common stock at a 15% discount to the lesser of the fair market value of common stock at the beginning and end of the offering period. | ||||
Initial offering period in length | 24 months | ||||
Number of participant have the right to purchase shares of common stock | Participant | 0 | ||||
Fair Market Value Of Common Stock | $ | $ 25,000 | ||||
Periodic increment of common stock reserved for future issuance | 150,000 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Activity of Shares Available for Grant (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in accordance with the evergreen provision | 2,574,694 | ||
Options issued during the year | (111,489) | (347,095) | (138,200) |
Canceled during the year | 43,101 | 54,890 | 33,528 |
2017 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant at December 31, 2020 | 1,814,379 | ||
Options issued during the year | (111,489) | ||
Canceled during the year | 43,101 | ||
RSUs granted | (84,035) | ||
Shares available for grant at December 31, 2021 | 1,661,956 | 1,814,379 | |
2017 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant at December 31, 2020 | 429,521 | ||
Issued during the year | (30,193) | ||
Shares available for grant at December 31, 2021 | 399,328 | 429,521 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Fair Value of Stock Option Grants Valuation Assumptions by Block-Scholes Option Pricing Model (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | 6 years |
Risk-free interest rate, minimum | 0.45% | 0.36% | 1.71% |
Risk-free interest rate, maximum | 1.62% | 0.83% | 2.49% |
Expected dividend yield | 0.00% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 31.12 | $ 23.49 | $ 20.07 |
Expected volatility | 65.00% | 64.00% | 64.00% |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 48.05 | $ 34.07 | $ 44.95 |
Expected volatility | 67.00% | 68.00% | 67.00% |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of Options Outstanding, Beginning Balance | 813,242 | 617,493 | 820,186 |
Number of Options Outstanding, Granted | 111,489 | 347,095 | 138,200 |
Number of Options Outstanding, Exercised | (97,702) | (96,456) | (307,365) |
Number of Options Outstanding, Canceled | (43,101) | (54,890) | (33,528) |
Number of Options Outstanding, Ending Balance | 783,928 | 813,242 | 617,493 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Beginning Balance | $ 24.58 | $ 17.13 | $ 8.44 |
Weighted Average Exercise Price, Granted | 39 | 32.14 | 35.76 |
Weighted Average Exercise Price, Exercised | 9.20 | 3.25 | 1.47 |
Weighted Average Exercise Price, Canceled | 35.84 | 26.07 | 24.80 |
Weighted Average Exercise Price, Ending Balance | 28 | 24.58 | 17.13 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Grant Date Fair Value per Option, Granted | $ 23.32 | $ 19.15 | $ 21.86 |
Aggregate Intrinsic Value Exercised | $ 3,064 | $ 2,257 | $ 12,117 |
Equity Incentive Plans - Sche_4
Equity Incentive Plans - Schedule of Additional Information for Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Options, Outstanding | 783,928 | 813,242 | 617,493 | 820,186 |
Weighted Average Exercise Price, Outstanding | $ 28 | $ 24.58 | $ 17.13 | $ 8.44 |
Aggregate Intrinsic Value, Outstanding | $ 4,524 | |||
Weighted Average Remaining Contractual term (in years), Outstanding | 7 years 3 months 18 days | |||
Number of Options, Exercisable | 453,000 | |||
Weighted Average Exercise Price, Exercisable | $ 23.17 | |||
Aggregate Intrinsic Value, Exercisable | $ 4,362 | |||
Weighted Average Remaining Contractual term (in years), Exercisable | 6 years 4 months 13 days |
Equity Incentive Plans - Sche_5
Equity Incentive Plans - Schedule of Unvested Restricted Stock Units Awards Activity (Details) - Restricted Stock Unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RSUs, Beginning Balance | 141,508 | 114,996 | 110,764 |
Number of RSUs, Granted | 84,035 | 91,759 | 62,382 |
Number of RSUs, Vested | (80,972) | (54,970) | (58,150) |
Number of RSUs, Forfeited | (15,761) | (10,277) | |
Number of RSUs, Ending Balance | 128,810 | 141,508 | 114,996 |
Weighted Average Grant Date Fair Value per RSU, Beginning Balance | $ 29.67 | $ 30.24 | $ 19.58 |
Weighted Average Grant Date Fair Value per RSU, Granted | 37.86 | 31.75 | 44.05 |
Weighted Average Grant Date Fair Value per RSU, Vested | 29.22 | 32.12 | 24.75 |
Weighted Average Grant Date Fair Value per RSU, Forfeited | 31.38 | 41.50 | |
Weighted Average Grant Date Fair Value per RSU, Ending Balance | $ 35.09 | $ 29.67 | $ 30.24 |
Aggregate Fair Value of RSUs' Vested | $ 3,078 | $ 1,766 | $ 2,610 |
Equity Incentive Plans - Sche_6
Equity Incentive Plans - Schedule of Stock-Based Compensation Expense Recorded in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 5,872 | $ 4,462 | $ 3,057 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,567 | 1,093 | 670 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,612 | 1,268 | 955 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 734 | 580 | 365 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 1,959 | $ 1,521 | $ 1,067 |
Benefit Plan - Additional Infor
Benefit Plan - Additional Information (Details) - 401(k) Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined plan, percentage to matched contributions | 50.00% | ||
Defined plan, matching contribution expense | $ 0.3 | $ 0.2 | $ 0.2 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined plan, percentage to matched contributions | 2.00% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | May 01, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 01, 2021 |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, description | The Company leases its principal executive offices in Fremont, California, under a non-cancelable operating lease which expires on February 28, 2027. | |||||
Operating lease, expiration period | 2025-11 | 2022-07 | ||||
Operating lease, expiration date | Feb. 28, 2027 | |||||
Lessee, operating lease, existence of option to extend [true false] | true | |||||
Operating lease, option to extend, description | The lease contains an option to extend the term for an additional period of up to five years subject to certain terms and conditions. | |||||
Lease commencement date | Oct. 1, 2021 | |||||
Operating lease right-of-use asset | $ 500 | $ 2,323 | $ 882 | $ 2,000 | ||
Operating lease liability | $ 500 | $ 2,000 | ||||
Operating lease, discount rate | 3.85% | 5.00% | 3.00% | |||
Operating lease cost recognized | $ 600 | $ 400 | $ 300 | |||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease extended, additional term | 5 years |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 | May 01, 2020 | |
Assets And Liabilities Lessee [Abstract] | ||||
Operating lease right-of-use assets | $ 2,323 | $ 882 | $ 2,000 | $ 500 |
Lease liabilities (short-term) (presented within Accrued expenses and other current liabilities) | $ 409 | $ 484 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | ||
Lease liabilities (long-term) (presented within Other liabilities) | $ 2,013 | $ 461 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | ||
Total operating lease liabilities | $ 2,422 | $ 945 | ||
Cash paid for amounts included in the measurement of lease liabilities (presented within Operating cash flows) | $ 553 | $ 386 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 508 | |
2023 | 523 | |
2024 | 538 | |
2025 | 545 | |
2026 | 499 | |
Total lease payments, undiscounted | 2,613 | |
Less: imputed interest | (191) | |
Operating lease liability | $ 2,422 | $ 945 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Oct. 12, 2021USD ($) |
Compensatory Damages | Minimum | |
Loss Contingencies [Line Items] | |
Loss contingency damages sought value | $ 200 |
Punitive Damages | |
Loss Contingencies [Line Items] | |
Loss contingency damages sought value | $ 100 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2022 | Jan. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Repurchase of common stock | 95,151 | 74,520 | ||||
Average price per share | $ 37.82 | $ 21.65 | ||||
Repurchase of common stock amount | $ 3,601 | $ 1,615 | ||||
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase of common stock | 95,151 | 74,520 | ||||
Forensic Logic, LLC | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Number of days amounts to be determined and paid | 90 days | 90 days | ||||
Forensic Logic, LLC | Maximum | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition contingent earnout payable in cash | $ 10,500 | $ 9,500 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase of common stock | 57,623 | |||||
Average price per share | $ 28.34 | |||||
Repurchase of common stock amount | $ 1,600 | |||||
Subsequent Event | Forensic Logic, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Membership interests, acquired | 100.00% | |||||
Business acquisition date | Jan. 3, 2022 | |||||
Purchase consideration | $ 5,000 | |||||
Subsequent Event | Forensic Logic, LLC | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition purchase consideration, stock issued | $ 15,000 |