Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SSTI | |
Entity Registrant Name | SoundThinking, Inc. | |
Entity Central Index Key | 0001351636 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,720,608 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock, par value $0.005 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 5,800 | $ 10,479 |
Accounts receivable and contract assets, net | 24,966 | 30,957 |
Prepaid expenses and other current assets | 3,514 | 3,225 |
Total current assets | 34,280 | 44,661 |
Property and equipment, net | 21,717 | 21,988 |
Operating lease right-of-use assets | 2,549 | 3,240 |
Goodwill | 33,728 | 22,971 |
Intangible assets, net | 37,898 | 27,318 |
Other assets | 2,785 | 2,570 |
Total assets | 132,957 | 122,748 |
Current liabilities | ||
Accounts payable | 3,285 | 1,633 |
Line of Credit | 7,000 | |
Deferred revenue, short-term | 37,221 | 41,907 |
Accrued expenses and other current liabilities | 10,482 | 9,965 |
Total current liabilities | 57,988 | 53,505 |
Deferred revenue, long-term | 1,125 | 1,813 |
Deferred tax liability | 937 | 685 |
Other liabilities | 4,797 | 5,800 |
Total liabilities | 64,847 | 61,803 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock: $0.005 par value; 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||
Common stock: $0.005 par value; 500,000,000 shares authorized; 12,720,608 and 12,243,929 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 64 | 62 |
Additional paid-in capital | 167,169 | 153,573 |
Accumulated deficit | (98,761) | (92,400) |
Accumulated other comprehensive loss | (362) | (290) |
Total stockholders' equity | 68,110 | 60,945 |
Total liabilities and stockholders' equity | $ 132,957 | $ 122,748 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 12,720,608 | 12,243,929 |
Common stock, shares outstanding | 12,720,608 | 12,243,929 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 23,977 | $ 18,775 | $ 66,672 | $ 60,005 |
Costs | ||||
Cost of revenues | 10,225 | 8,473 | 28,881 | 25,130 |
Impairment of property and equipment | 72 | |||
Total costs | 10,225 | 8,473 | 28,953 | 25,130 |
Gross profit | 13,752 | 10,302 | 37,719 | 34,875 |
Operating expenses | ||||
Sales and marketing | 6,289 | 5,357 | 19,580 | 16,727 |
Research and development | 3,186 | 2,409 | 8,896 | 7,570 |
General and administrative | 5,677 | 3,866 | 15,806 | 11,710 |
Change in fair value of contingent consideration | 82 | (5,405) | (923) | (8,842) |
Total operating expenses | 15,234 | 6,227 | 43,359 | 27,165 |
Operating income (loss) | (1,482) | 4,075 | (5,640) | 7,710 |
Other income (expense), net | ||||
Interest income (expense), net | (42) | 11 | 64 | 26 |
Other expense, net | (51) | (53) | (142) | (306) |
Total other (expense), net | (93) | (42) | (78) | (280) |
Income (loss) before income taxes | (1,575) | 4,033 | (5,718) | 7,430 |
Provision for income taxes | 299 | 643 | ||
Net income (loss) | $ (1,874) | $ 4,033 | $ (6,361) | $ 7,430 |
Net income (loss) per share, basic | $ (0.15) | $ 0.33 | $ (0.52) | $ 0.61 |
Net income (loss) per share, diluted | $ (0.15) | $ 0.33 | $ (0.52) | $ 0.6 |
Weighted-average shares used in computing net income (loss) per share, basic | 12,480,830 | 12,167,632 | 12,320,119 | 12,156,980 |
Weighted-average shares used in computing net income (loss) per share, diluted | 12,480,830 | 12,357,136 | 12,320,119 | 12,306,839 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (1,874) | $ 4,033 | $ (6,361) | $ 7,430 |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment, net of taxes | 1 | (78) | (72) | (101) |
Comprehensive income (loss) | $ (1,873) | $ 3,955 | $ (6,433) | $ 7,329 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2021 | $ 33,815 | $ 58 | $ 132,780 | $ (98,785) | $ (238) |
Beginning balance, Shares at Dec. 31, 2021 | 11,703,430 | ||||
Exercise of stock options | 13 | 13 | |||
Exercise of stock options, Shares | 8,528 | ||||
Repurchase of common stock | (1,634) | (1,634) | |||
Repurchase of common stock, Shares | (57,623) | ||||
Issuance of common stock from RSUs vested, Shares | 22,755 | ||||
Issuance of common stock from acquisitions | 14,266 | $ 3 | 14,263 | ||
Issuance of common stock from acquisitions, Shares | 464,540 | ||||
Stock-based compensation | 1,855 | 1,855 | |||
Foreign currency translation gain (loss) | 73 | 73 | |||
Net income (loss) | 387 | 387 | |||
Ending balance at Mar. 31, 2022 | 48,775 | $ 61 | 147,277 | (98,398) | (165) |
Ending balance, Shares at Mar. 31, 2022 | 12,141,630 | ||||
Beginning balance at Dec. 31, 2021 | 33,815 | $ 58 | 132,780 | (98,785) | (238) |
Beginning balance, Shares at Dec. 31, 2021 | 11,703,430 | ||||
Foreign currency translation gain (loss) | (101) | ||||
Net income (loss) | 7,430 | ||||
Ending balance at Sep. 30, 2022 | 59,222 | $ 61 | 150,855 | (91,355) | (339) |
Ending balance, Shares at Sep. 30, 2022 | 12,191,762 | ||||
Beginning balance at Mar. 31, 2022 | 48,775 | $ 61 | 147,277 | (98,398) | (165) |
Beginning balance, Shares at Mar. 31, 2022 | 12,141,630 | ||||
Exercise of stock options | 2 | 2 | |||
Exercise of stock options, Shares | 686 | ||||
Repurchase of common stock | (1,450) | (1,450) | |||
Repurchase of common stock, Shares | (49,369) | ||||
Issuance of common stock from ESPP purchases | 489 | 489 | |||
Issuance of common stock from ESPP purchase, Shares | 20,630 | ||||
Issuance of common stock from RSUs vested, Shares | 41,198 | ||||
Stock-based compensation | 2,131 | 2,131 | |||
Foreign currency translation gain (loss) | (96) | (96) | |||
Net income (loss) | 3,010 | 3,010 | |||
Ending balance at Jun. 30, 2022 | 52,861 | $ 61 | 148,449 | (95,388) | (261) |
Ending balance, Shares at Jun. 30, 2022 | 12,154,775 | ||||
Exercise of stock options | 249 | 249 | |||
Exercise of stock options, Shares | 13,475 | ||||
Issuance of common stock from RSUs vested, Shares | 23,512 | ||||
Stock-based compensation | 2,157 | 2,157 | |||
Foreign currency translation gain (loss) | (78) | (78) | |||
Net income (loss) | 4,033 | 4,033 | |||
Ending balance at Sep. 30, 2022 | 59,222 | $ 61 | 150,855 | (91,355) | (339) |
Ending balance, Shares at Sep. 30, 2022 | 12,191,762 | ||||
Beginning balance at Dec. 31, 2022 | 60,945 | $ 62 | 153,573 | (92,400) | (290) |
Beginning balance, Shares at Dec. 31, 2022 | 12,243,929 | ||||
Exercise of stock options | 127 | 127 | |||
Exercise of stock options, Shares | 10,063 | ||||
Repurchase of common stock | (1,256) | (1,256) | |||
Repurchase of common stock, Shares | (35,369) | ||||
Issuance of common stock from RSUs vested, Shares | 25,157 | ||||
Stock-based compensation | 2,220 | 2,220 | |||
Foreign currency translation gain (loss) | (17) | (17) | |||
Net income (loss) | (1,790) | (1,790) | |||
Ending balance at Mar. 31, 2023 | 60,229 | $ 62 | 154,664 | (94,190) | (307) |
Ending balance, Shares at Mar. 31, 2023 | 12,243,780 | ||||
Beginning balance at Dec. 31, 2022 | 60,945 | $ 62 | 153,573 | (92,400) | (290) |
Beginning balance, Shares at Dec. 31, 2022 | 12,243,929 | ||||
Ending balance at Jun. 30, 2023 | 58,063 | $ 62 | 155,251 | (96,887) | (363) |
Ending balance, Shares at Jun. 30, 2023 | 12,229,335 | ||||
Beginning balance at Dec. 31, 2022 | $ 60,945 | $ 62 | 153,573 | (92,400) | (290) |
Beginning balance, Shares at Dec. 31, 2022 | 12,243,929 | ||||
Exercise of stock options, Shares | 17,214 | ||||
Foreign currency translation gain (loss) | $ (72) | ||||
Net income (loss) | (6,361) | ||||
Ending balance at Sep. 30, 2023 | 68,110 | $ 64 | 167,169 | (98,761) | (362) |
Ending balance, Shares at Sep. 30, 2023 | 12,720,608 | ||||
Beginning balance at Mar. 31, 2023 | 60,229 | $ 62 | 154,664 | (94,190) | (307) |
Beginning balance, Shares at Mar. 31, 2023 | 12,243,780 | ||||
Exercise of stock options | 17 | 17 | |||
Exercise of stock options, Shares | 4,097 | ||||
Repurchase of common stock | (2,392) | (2,392) | |||
Repurchase of common stock, Shares | (100,401) | ||||
Issuance of common stock from ESPP purchases | 483 | 483 | |||
Issuance of common stock from ESPP purchase, Shares | 25,193 | ||||
Issuance of common stock from RSUs vested, Shares | 56,666 | ||||
Stock-based compensation | 2,479 | 2,479 | |||
Foreign currency translation gain (loss) | (56) | (56) | |||
Net income (loss) | (2,697) | (2,697) | |||
Ending balance at Jun. 30, 2023 | 58,063 | $ 62 | 155,251 | (96,887) | (363) |
Ending balance, Shares at Jun. 30, 2023 | 12,229,335 | ||||
Exercise of stock options | 3 | 3 | |||
Exercise of stock options, Shares | 3,054 | ||||
Repurchase of common stock | (1,947) | (1,947) | |||
Repurchase of common stock, Shares | (93,012) | ||||
Issuance of common stock from RSUs vested, Shares | 27,014 | ||||
Issuance of common stock from acquisitions | 11,291 | $ 2 | 11,289 | ||
Issuance of common stock from acquisitions, Shares | 554,217 | ||||
Stock-based compensation | 2,573 | 2,573 | |||
Foreign currency translation gain (loss) | 1 | 1 | |||
Net income (loss) | (1,874) | (1,874) | |||
Ending balance at Sep. 30, 2023 | $ 68,110 | $ 64 | $ 167,169 | $ (98,761) | $ (362) |
Ending balance, Shares at Sep. 30, 2023 | 12,720,608 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (6,361) | $ 7,430 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation of property and equipment | 5,101 | 4,743 |
Amortization of intangible assets | 2,953 | 2,081 |
Impairment of property and equipment | 72 | |
Stock-based compensation | 7,272 | 6,145 |
Change in fair value of contingent consideration | (923) | (8,842) |
Deferred taxes | 252 | |
Allowance for credit losses | 276 | (74) |
Changes in operating assets and liabilities: | ||
Accounts receivable and contract assets, net | 7,122 | (3,771) |
Prepaid expenses and other assets | (407) | (1,823) |
Accounts payable | 1,689 | (705) |
Accrued expenses and other liabilities | (479) | 6 |
Deferred revenue | (5,932) | 4,879 |
Net cash provided by operating activities | 10,635 | 10,069 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,350) | (9,026) |
Investment in intangible and other assets | (440) | (24) |
Business acquisition, net of cash acquired | (10,995) | (4,618) |
Net cash used in investing activities | (15,785) | (13,668) |
Cash flows from financing activities: | ||
Payment of contingent consideration liability | (1,500) | |
Proceeds from exercise of stock options | 147 | 264 |
Repurchases of common stock | (5,595) | (3,084) |
Proceeds from line of credit | 7,000 | |
Proceeds from employee stock purchase plan | 483 | 489 |
Net cash provided by (used) in financing activities | 535 | (2,331) |
Change in cash, cash equivalents and restricted cash | (4,615) | (5,930) |
Effect of exchange rate on cash and cash equivalents | (64) | (102) |
Cash, cash equivalents and restricted cash at beginning of year | 10,479 | 15,636 |
Cash, cash equivalents and restricted cash at end of period | 5,800 | 9,604 |
Supplemental disclosure of non-cash financing activities: | ||
Property and equipment purchases included in accounts payable | 224 | 200 |
Estimated fair value of contingent consideration | 2,994 | 12,400 |
Fair value of common stock issued as consideration for acquisitions | $ 11,291 | $ 14,266 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business In April 2023, ShotSpotter, Inc. changed its name to SoundThinking, Inc. (the “Company”), reflecting its broader impact on public safety through a growing set of industry-leading law enforcement tools and community-focused solutions. As part of the rebrand, the Company introduced its SafetySmart Platform that includes four data-driven tools including its flagship product, ShotSpotter ® (formerly ShotSpotter Respond), the leading outdoor gunshot detection, location and alerting system trusted by 164 cities and 18 universities and corporations as o f September 30, 2023. CrimeTracer (formerly COPLINK X) is a leading law enforcement search engine that enables investigators to search through more than 1 billion criminal justice records from across jurisdictions to generate tactical leads and quickly make intelligent connections to solve crimes. CaseBuilder (formerly ShotSpotter Investigate) is a one-stop investigative management system for tracking, reporting, and collaborating on cases. ResourceRouter (formerly ShotSpotter Connect) directs the deployment of patrol and community anti-violence resources in an objective way to help maximize the impact of limited resources and improve community safety. The Company offers its solutions on a software-as-a-service subscription model to its customers. SoundThinking Labs supports innovative uses of the Company's technology to help protect wildlife and the environment. Additionally, the Company provides maintenance and support services and professional software development services to a single customer, through a sales channel intermediary. In August 2023, the Company acquired SafePointe, LLC ("SafePointe"), adding an AI-based weapons detection product offering to the Company's SafetySmart Platform. The Company’s principal executive offices are located in Fremont, California. The Company has seven wholly-owned subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed 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 interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated upon consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”) filed with the Securities and Exchange Commission on March 14, 2023. In the opinion of management, the accompanying condensed 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 interim periods, but are not necessarily indicative of the results of operations or cash flows to be anticipated for the full year 2023 or any future period. The Company has evaluated subsequent events occurring after the date of the condensed consolidated financial statements for events requiring recording or disclosure in the condensed consolidated financial statements. Use of Estimates The preparation of condensed 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, 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. In particular, the Company's contingent consideration liabilities are subject to significant estimates surrounding forecasts of certain revenues and other factors. 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. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company determines that it would be able to realize its deferred assets in the future in excess of their net recorded amount, the Company makes an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. 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 deposits of cash and cash equivalents at three 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 ("FDIC") 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. As of September 30, 2023, the Company had $ 4.3 million and $ 0.4 million deposited with two of the Company's three domestic financial institutions, for which only $ 250,000 per bank is insured under FDIC limits. Concentration of Accounts Receivable and Contract Assets – At September 30, 202 3, two customers accounted for 13 % and 12 % of the Company’s total accounts receivable and contract assets, net. At December 31, 2022, two customers accounted for 23 % and 17 %, respectively, of the Company’s total accounts receivable and contract assets, net. Concentration of Revenues – For the three months ended September 30, 202 3, two customers accounted for 24 % and 9 % of the Company’s total revenues. For the three months ended September 30, 2022, two customers accounted for 26 % and 11 % of the Company’s total revenues. For the nine months ended September 30, 2023, two customers accounted for 25 % and 9 % of the Company’s total revenues. For the nine months ended September 30, 2022, two customers accounted for 32 % and 10 % of the Company’s total 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. During the three and nine months ended September 30, 2023, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. except as follows: Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements , which included a number of amendments to clarify or improve disclosure and presentation requirements of a variety of topics in order to allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement, from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated financial statements. |
Revenue Related Disclosures
Revenue Related Disclosures | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Related Disclosures | Note 3. Revenue Related Disclosures The changes in deferred revenue were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 38,995 $ 35,755 $ 43,720 $ 26,709 Deferred revenues acquired (Note 4 - Acquisitions) 557 — 557 5,382 New billings 22,351 19,677 59,809 64,381 Revenue recognized during the year from beginning balance ( 14,284 ) ( 12,707 ) ( 33,357 ) ( 25,492 ) Revenue recognized during the year from new billings ( 9,273 ) ( 5,753 ) ( 32,383 ) ( 34,010 ) Foreign currency impact — ( 3 ) — ( 1 ) Ending balance $ 38,346 $ 36,969 $ 38,346 $ 36,969 The following table presents remaining performance obligations for contractually committed revenues as of September 30, 2023 (in thousands): Remainder of 2023 $ 22,506 2024 55,249 2025 26,352 Thereafter 13,576 Total $ 117,683 The timing of certain 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 September 30, 2023 and amounts under contract that will be invoiced after September 30, 2023. During the three months ended September 30, 2023, the Company recognized revenues of $ 23.5 million from customers in the United States, and $ 0.5 million from customers in the Bahamas and South Africa. During the nine months ended September 30, 2023, the Company recognized revenues of $ 65.3 million from customers in the United States, and $ 1.4 million from customers in the Bahamas and South Africa. During the three months ended September 30, 2022, the Company recognized revenues of $ 18.6 million from customers in the United States, and $ 0.2 million from customers in the Bahamas and South Africa. During the nine months ended September 30, 2022, the Company recognized revenues of $ 59.3 million from customers in the United States, and $ 0.7 million from customers in the Bahamas and South Africa. During the three months ended September 30 , 2023, the Company recognized revenues of $ 22.5 million from monthly subscription, maintenance and support services, and $ 1.5 million from professional software development services. During the nine months ended September 30, 2023, the Company recognized revenues of $ 63.0 million from monthly subscription, maintenance and support services, and $ 3.7 million from professional software development services. During the three months ended September 30, 2022, the Company recognized rev enues of $ 18.2 million from monthly subscription, maintenance and support services, and $ 0.6 million from professional software development services. During the nine months ended September 30, 2022, the Company recognized rev enues of $ 55.1 million from monthly subscription, maintenance and support services, and $ 4.9 million from professional software development services. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4. Acquisitions SafePointe, LLC During the third quarter of 2023, the Company completed the acquisition of 100 % of the membership interests in SafePointe for purchase consideration of $ 11.4 million in cash, subject to working capital adjustments, of which $ 1.1 million is indemnification escrow cash, and $ 11.2 million in the form of 549,579 shares of the Company's common stock based on the closing price on the date of acquisition, of which $ 1.1 million is indemnification escrow stock. The purchase consideration also included a contingent earnout payable based on SafePointe’s revenues generated during 2023 through 2025. The Company borrowed $ 7.0 million under the Umpqua Credit Agreement (See Note 13, Financing Arrangements ) to partially fund the purchase consideration. The acquisition date fair value of the contingent earnout was $ 3.0 m illion, resulting in a total purchase consideration of $ 25.6 million. Up to $ 11.5 million in earnout will be payable based on SafePointe’s revenues generated during the remainder of 2023 and during the years ended December 31, 2024 and 2025. The SafePointe acquisition was accounted for as a business acquisition in accordance with ASC 805, Business Combinations . The acquisition allows the Company to enter the AI-based weapons detection market. The following table summarizes the assignment of fair value to the identified assets and liabilities recorded as of the acquisition date (in thousands): Cash and cash equivalents $ 394 Accounts receivable and contract assets, net 1,412 Property and equipment, net 717 Customer relationships 2,500 Software technology 9,200 Tradename 1,100 Goodwill 10,757 Other assets 101 Accrued expenses and other current liabilities ( 52 ) Deferred revenue ( 557 ) Total estimated consideration $ 25,572 The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of SafePointe and primarily represents the value of cash flows from future customers and the employee workforce. 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 liabilities. The Company valued the intangible assets using income-based approaches. Significant assumptions included forecasts of revenues, cost of revenues, research and development expense, sales and marketing expense, general and administrative expense, technology lives, royalty rates, working capital rates, customer attrition rates and other estimates. The Company discounted the cash flows at 20.9 %, reflecting the risk profile of the assets. The Company will amortize the acquired customer relationships for 12 years, the acquired software technology for 11 years and the acquired tradename for nine years. Acquisition-related expenses were $ 0.7 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively, and are included in general and administrative expense. The unaudited pro forma combined revenue and net income presented below have been prepared as if the Company had acquired SafePointe on January 1, 2022 and is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2022. The unaudited pro forma financial information has been derived from the consolidated statements of operations of the Company and SafePointe for the below period. The historical financial information has been adjusted in the unaudited combined pro forma information based upon currently available information and certain estimates and assumptions. The actual effect of the transactions ultimately may differ from the pro forma adjustments included herein. However, management believes that the assumptions used to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions as currently contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Company. The unaudited pro forma combined revenue for the three and nine months ended September 30, 2023 would have been $ 24.3 million and $ 67.9 million, respectively. The unaudited pro forma combined revenue for the three and nine months ended September 30, 2022 would have been $ 19.0 million and $ 60.6 million, respectively. The unaudited pro forma combined net loss for the three and nine months ended September 30, 2023 would have been $ 2.3 million and $ 7.8 million, respectively. The unaudited pro forma combined net income for the three and nine months ended September 30, 2022 would have been $ 3.5 million and $ 6.0 million, respectively. Intellectual Property The Company entered into an agreement to purchase patents, source codes and a customer list for $ 0.5 million in cash and $ 0.1 million in the form of 4,638 shares of the Company’s common stock, based on the closing price on the date of acquisition. Acquisition-related expenses of $ 0.1 million were capitalized in accordance with ASC 805-50, Asset Acquisitions. Forensic Logic, LLC During the first quarter of 2022, the Company completed the acquisition of 100 % of the membership interests in Forensic Logic, LLC (“Forensic Logic”) for purchase consideration of $ 4.9 million in cash, subject to working capital adjustments, and $ 14.3 million in the form of 464,540 shares of the Company's common stock based on the closing price on the date of acquisition. The purchase consideration also included a contingent earnout payable based on Forensic Logic’s revenues generated during 2022 and 2023. The acquisition date fair value of the contingent earnout was $ 12.4 million, resulting in a total purchase consideration of $ 31.6 million. The Forensic Logic acquisition was accounted for as a business acquisition in accordance with ASC 805, Business Combinations . The following table summarizes the assignment of fair value to the identified assets and liabilities recorded as of the acquisition date (in thousands): Cash and cash equivalents $ 303 Accounts receivable and contract assets, net 220 Property and equipment, net 200 Operating lease right-of-use assets 1,893 Software technology 7,140 Tradename 1,000 Customer relationships 8,400 Goodwill 20,155 Other assets 186 Accrued expenses and other current liabilities ( 635 ) Operating lease liabilities ( 1,893 ) Deferred revenue ( 5,382 ) Total estimated consideration $ 31,587 Goodwill primarily represents the value of cash flows from future customers and the employee workforce. 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 liabilities. The Company valued the intangible assets using income-based approaches. Significant assumptions included forecasts of revenues, cost of revenues, research and development expense, sales and marketing expense, general and administrative expense, technology lives, royalty rates, working capital rates, customer attrition rates and other estimates. The Company discounted the cash flows at 24 %, reflecting the risk profile of the assets. Acquisition-related expenses totaled $ 0.1 million for the nine months ended September 30, 2022, which is included in general and administrative expense. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements In November 2020, the Company estimated the fair value of the contingent consideration liability associated with its acquisition of LEEDS, LLC (“LEEDS”). This fair value measurement was classified as Level III within the fair value hierarchy as prescribed by Accounting Standards Codification 820-10-35-37 ("ASC 820, Fair Value Measuremen t"). In May 2023, the Company renamed LEEDS to Technologic Solutions, LLC (“Technologic”). During the first quarter of 2023, the Company paid the $ 1.5 million Technologic contingent consideration balance, in full settlement of its obligations under the purchase agreement. In January 2022, the Company estimated the fair value of the contingent consideration liability associated with its acquisition of Forensic Logic to be $12.4 million as of the acquisition date, using a Monte Carlo simulation approach. This fair value measurement is classified as Level III within the fair value hierarchy as prescribed by ASC 820, Fair Value Measurement . During the year ended December 31, 2022, and the nine months ended September 30, 2023, the fair value of the contingent consideration was decreased by $9.2 million and $0.9 million, respectively, based upon revised estimated 2022 and 2023 revenue targets due to delays in certain expected contracts by a small number of significant potential customers and smaller renewals. In August 2023, the Company estimated the fair value of the contingent consideration liability associated with its acquisition of SafePointe to be $ 3.0 million as of the acquisition date, using a Monte Carlo simulation approach. This fair value measurement is classified as Level III within the fair value hierarchy as prescribed by ASC 820, Fair Value Measurement . The changes in the fair value of contingent consideration liabilities for the nine months ended September 30, 2023 and 2022 are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 4,746 $ 1,500 Payment of contingent consideration liability ( 1,500 ) — Contingent consideration - Forensic Logic (Note 4 - Acquisitions) — 12,400 Contingent consideration - SafePointe (Note 4 - Acquisitions) 2,994 — Change in fair value of contingent consideration ( 923 ) ( 8,842 ) Ending balance $ 5,317 $ 5,058 There were no transfers into or out of Level III during the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, the Forensic Logic contingent consideration of $ 2.3 million is included in accrued expenses and other current liabilities and the SafePointe contingent consideration of $ 3.0 million is included in other liabilities in th e condensed consolidated balance sheet. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6. Goodwill The change in goodwill is as follows (in thousands): September 30, December 31, 2023 2022 Beginning balance $ 22,971 $ 2,816 Acquisition of Forensic Logic (Note 4 - Acquisitions) — 20,155 Acquisition of SafePointe (Note 4 - Acquisitions) 10,757 — Ending balance $ 33,728 $ 22,971 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 7. Intangible Assets, Net Intangible assets consist of the following (in thousands): September 30, 2023 Gross Accumulated Amortization Net Customer relationships $ 25,470 $ ( 4,005 ) $ 21,465 Acquired software technology 16,340 ( 1,771 ) 14,569 Patents and intellectual property 1,959 ( 1,180 ) 779 Tradename 2,100 ( 1,015 ) 1,085 Total intangible assets, net $ 45,869 $ ( 7,971 ) $ 37,898 December 31, 2022 Gross Accumulated Amortization Net Customer relationships $ 22,970 $ ( 2,760 ) $ 20,210 Acquired software technology 7,140 ( 1,015 ) 6,125 Patents 1,227 ( 1,133 ) 94 Tradename 1,000 ( 111 ) 889 Total intangible assets, net $ 32,337 $ ( 5,019 ) $ 27,318 Intangible amortization expense was approximately $ 0.8 million and $ 3.0 million for the three and nine months ended September 30, 2023, respectively. The $ 1.0 million tradename acquired from Forensic Logic related to COPLINK X was abandoned as a result of the rebranding to CrimeTracer that occurred in April 2023, and is fully amortized as of September 30, 2023. Intangible amortization expense was approximately $ 0.7 million and $ 2.1 million for the three and nine months ended September 30, 2022, respectively. The following table presents future intangible asset amortization as of September 30, 2023 (in thousands): Remainder of 2023 $ 963 2024 3,841 2025 3,823 2026 3,783 2027 3,770 Thereafter 21,718 Total $ 37,898 |
Details of Certain Condensed Co
Details of Certain Condensed Consolidated Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Details of Certain Condensed Consolidated Balance Sheet Accounts | Note 8. Details of Certain Condensed Consolidated Balance Sheet Accounts Accounts receivable and contract asset, net (in thousands): September 30, December 31, 2023 2022 Accounts receivable $ 20,782 $ 28,790 Contract assets 4,233 2,167 Allowance for credit losses ( 49 ) — $ 24,966 $ 30,957 Prepaid expenses and other current assets (in thousands): September 30, December 31, 2023 2022 Deferred commissions $ 1,080 $ 1,040 Prepaid software and licenses 712 647 Other prepaid expenses 522 236 Prepaid insurance 912 724 Short-term deposits 202 363 Other 86 215 $ 3,514 $ 3,225 Other assets (long-term) (in thousands): September 30, December 31, 2023 2022 Deferred commissions $ 2,660 $ 2,552 Other 125 18 $ 2,785 $ 2,570 Accrued expenses and other current liabilities (in thousands): September 30, December 31, 2023 2022 Personnel-related accruals $ 5,393 $ 5,971 Contingent consideration liability 2,323 1,500 Operating lease liabilities 946 868 Professional fees 451 441 Sales/use tax payable 143 257 State income tax payable 349 385 Other 877 543 $ 10,482 $ 9,965 Other liabilities (long-term) (in thousands): September 30, December 31, 2023 2022 Operating lease liabilities $ 1,803 $ 2,554 Contingent consideration liability 2,994 3,246 $ 4,797 $ 5,800 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions During the three and nine months ended September 30, 2023, the Company recognized approximat ely $ 45,000 and $ 85,000 , respectively, in revenues from SoundThinking Labs projects with charitable organizations that have received donations from one of the Company’s former directors and from one of the Company’s significant stockholders. During the three and nine months ended September 30, 2022, the Company recognized approximat ely $ 13,000 and $ 72,000 , respectively, in revenues from such SoundThinking Labs projects. |
Stock Repurchase Program
Stock Repurchase Program | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stock Repurchase Program | Note 10. Stock Repurchase Program During the nine months ended September 30, 2023, the Company repurchased 228,782 shares of its common stock at an average price of $ 24.41 per share for a total of $ 5.6 million, under its stock repurchase program. During the nine months ended September 30, 2022, the Company repurchased 106,992 shares of its common stock at an average price of $ 28.81 per share, for a total of $ 3.1 million, under the stock repurchase program. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note 11. Net Income (Loss) per Share The computation of basic net income (loss) per share is based on the weighted-average number of shares of common stock outstanding during each period. The computation of diluted net income (loss) per share is based on the weighted-average number of shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, employee stock purchase plan purchase rights and warrants. The following table summarizes the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ ( 1,874 ) $ 4,033 $ ( 6,361 ) $ 7,430 Denominator: Weighted-average shares outstanding, basic 12,480,830 12,167,632 12,320,119 12,156,980 Weighted-average shares outstanding, diluted 12,480,830 12,357,136 12,320,119 12,306,839 Net income (loss) per share, basic $ ( 0.15 ) $ 0.33 $ ( 0.52 ) $ 0.61 Net income (loss) per share, diluted $ ( 0.15 ) $ 0.33 $ ( 0.52 ) $ 0.60 Th e 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options to purchase common stock 1,776,793 986,813 1,776,793 1,097,879 |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Note 12. Equity Incentive Plans Stock options: A summary of option activities under the 2005 Stock Plan, as amended in January 2010 and November 2012 (the "2005 Plan") and 2017 Equity Incentive Plan (the “2017 Plan") during the nine months ended September 30, 2023 is as follows: Number Weighted Weighted Aggregate Intrinsic Value Exercised (in thousands) Outstanding at December 31, 2022 1,256,056 $ 28.20 Granted 654,714 $ 25.73 $ 15.57 Exercised ( 17,214 ) $ 8.61 $ 380 Canceled ( 116,763 ) $ 32.04 Outstanding at September 30, 2023 1,776,793 $ 27.21 During the three and nine months ended September 30, 2023, the Company modified options to accelerate vesting for two individuals in respect of an aggregate of 6,734 options. The Company accounted for these as modifications of those awards and recognized net incremental compensation expense of approximately $ 52,000 during the three and nine months ended September 30, 2023. The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized as compensation expense on the date of modification for vested awards. Under an “evergreen” provision, the number of shares of common stock reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year, beginning on January 1, 2018 and ending on and including January 1, 2027 , by 5 % of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by the Board. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under the 2017 Plan was increased on January 1, 2023 by 612,196 shares, which was equal to 5 % of the total number of shares of common stock outstanding on December 31, 2022. Restricted stock units: A summary of restricted stock unit ("RSU") activities under the 2017 Plan during the nine months ended September 30, 2023 is as follows: Number Weighted Aggregate Fair Value of RSUs Vested (in thousands) Unvested RSUs at December 31, 2022 223,821 $ 29.21 Granted 256,446 $ 27.81 Vested ( 108,837 ) $ 29.49 $ 3,226 Forfeited ( 40,229 ) $ 31.08 Unvested RSUs at September 30, 2023 331,201 $ 27.81 During the three and nine months ended September 30, 2023, the Company modified RSUs to accelerate vesting for one individual in respect of 2,256 shares of common stock. The Company accounted for this as a modification of this award and recognized net incremental compensation expense of approximately $ 28,000 during the three and nine months ended September 30, 2023. The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized as compensation expense on the date of modification for vested awards. Performance-based restricted stock units: During the three and nine months ended September 30, 2023, the Company granted certain executive management RSU awards, subject to certain performance-based vesting conditions, totaling 31,012 RSUs at a grant date fair value of $ 20.12 per share, the closing stock price on the grant date. These performance-based awards vest on February 15, 2025 based on the Company's and officer's performance as determined by the Compensation Committee of the Board of Directors of the Company . Compensation expense related to the RSUs is estimated each period based on the fair value of the target stock unit at the grant date and the most probable level of achievement of the performance conditions. Compensation expense related to these awards was approximately $ 21,000 for the three and nine months ended September 30, 2023. 2017 Employee Stock Purchase Plan There were 25,193 shares of common stock issued under the 2017 Employee Stock Purchase Plan ("2017 ESPP") during the nine months ended September 30, 2023. The 2017 ESPP contains an “evergreen” provision that 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 31st of the preceding calendar year, (2) 150,000 shares or (3) such number of shares as determined by the Board. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under the 2017 ESPP was increased on January 1, 2023 by 150,000 shares. The number of shares available for grant under the 2017 ESPP was 640,974 as of September 30, 2023. 2017 Employee Stock Purchase Plan Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 452 $ 499 $ 1,409 $ 1,482 Sales and marketing 485 427 1,413 1,336 Research and development 359 305 999 823 General and administrative 1,277 926 3,449 2,504 Total $ 2,573 $ 2,157 $ 7,272 $ 6,145 |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Note 13. Financing Arrangements 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”). On November 23, 2022, the Company entered into a Fifth Amendment to the Umpqua Credit Agreement (the “Amendment”), which amended the terms of the Umpqua Credit Agreement to, among other things, (1) extend the maturity date from November 27, 2022 to October 15, 2024 , (2) increase the revolving credit commitment from $ 20.0 million to $ 25.0 million, (3) increase the letter of credit sub-facility from $ 6.0 million to $ 7.5 million, (4) remove the minimum profitability covenants and (5) replace the LIBOR index rate with a Term Secured Overnight Financing Rate index rate. Any amounts outstanding under the letter of credit sub-facility reduce the amount available for the Company to borrow under the Revolving Facility. The available loan facility as of September 30, 2023 and December 31, 2022 was approximately $ 18.0 million and $ 20.0 million, respectively. As of September 30, 2023, there was $ 7.0 million outstanding on the Company's line of credit, which the Company borrowed in August 2023 to partially fund the acquisition of SafePointe. There were no amounts outstanding on December 31, 2022. The interest expense recorded for the three months and nine months ended September 30, 2023 was $ 0.1 million, based on a weighted-average interest rate of 7.32 %. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. 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 a defendant. The amended complaint alleges conspiracy to violate the Plaintiff’s civil rights, denial of the right to a fair trial, and malicious prosecution. The Plaintiff claims that the Company 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 is disputing them vigorously. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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 interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated upon consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”) filed with the Securities and Exchange Commission on March 14, 2023. In the opinion of management, the accompanying condensed 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 interim periods, but are not necessarily indicative of the results of operations or cash flows to be anticipated for the full year 2023 or any future period. The Company has evaluated subsequent events occurring after the date of the condensed consolidated financial statements for events requiring recording or disclosure in the condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of condensed 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, 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. In particular, the Company's contingent consideration liabilities are subject to significant estimates surrounding forecasts of certain revenues and other factors. 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. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company determines that it would be able to realize its deferred assets in the future in excess of their net recorded amount, the Company makes an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
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 deposits of cash and cash equivalents at three 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 ("FDIC") 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. As of September 30, 2023, the Company had $ 4.3 million and $ 0.4 million deposited with two of the Company's three domestic financial institutions, for which only $ 250,000 per bank is insured under FDIC limits. Concentration of Accounts Receivable and Contract Assets – At September 30, 202 3, two customers accounted for 13 % and 12 % of the Company’s total accounts receivable and contract assets, net. At December 31, 2022, two customers accounted for 23 % and 17 %, respectively, of the Company’s total accounts receivable and contract assets, net. Concentration of Revenues – For the three months ended September 30, 202 3, two customers accounted for 24 % and 9 % of the Company’s total revenues. For the three months ended September 30, 2022, two customers accounted for 26 % and 11 % of the Company’s total revenues. For the nine months ended September 30, 2023, two customers accounted for 25 % and 9 % of the Company’s total revenues. For the nine months ended September 30, 2022, two customers accounted for 32 % and 10 % of the Company’s total 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. |
Recent Accounting Pronouncements Adopted Update | Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements , which included a number of amendments to clarify or improve disclosure and presentation requirements of a variety of topics in order to allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement, from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated financial statements. |
Revenue Related Disclosures (Ta
Revenue Related Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The changes in deferred revenue were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 38,995 $ 35,755 $ 43,720 $ 26,709 Deferred revenues acquired (Note 4 - Acquisitions) 557 — 557 5,382 New billings 22,351 19,677 59,809 64,381 Revenue recognized during the year from beginning balance ( 14,284 ) ( 12,707 ) ( 33,357 ) ( 25,492 ) Revenue recognized during the year from new billings ( 9,273 ) ( 5,753 ) ( 32,383 ) ( 34,010 ) Foreign currency impact — ( 3 ) — ( 1 ) Ending balance $ 38,346 $ 36,969 $ 38,346 $ 36,969 |
Schedule of Remaining Performance Obligations for Contractually Committed Revenues | The following table presents remaining performance obligations for contractually committed revenues as of September 30, 2023 (in thousands): Remainder of 2023 $ 22,506 2024 55,249 2025 26,352 Thereafter 13,576 Total $ 117,683 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SafePointe, LLC | |
Schedule of Business Acquisitions, by Acquisition [Table] | |
Summary of Assignment of Fair Value to Identified Assets and Liabilities | The following table summarizes the assignment of fair value to the identified assets and liabilities recorded as of the acquisition date (in thousands): Cash and cash equivalents $ 394 Accounts receivable and contract assets, net 1,412 Property and equipment, net 717 Customer relationships 2,500 Software technology 9,200 Tradename 1,100 Goodwill 10,757 Other assets 101 Accrued expenses and other current liabilities ( 52 ) Deferred revenue ( 557 ) Total estimated consideration $ 25,572 |
Forensic Logic | |
Schedule of Business Acquisitions, by Acquisition [Table] | |
Summary of Assignment of Fair Value to Identified Assets and Liabilities | The following table summarizes the assignment of fair value to the identified assets and liabilities recorded as of the acquisition date (in thousands): Cash and cash equivalents $ 303 Accounts receivable and contract assets, net 220 Property and equipment, net 200 Operating lease right-of-use assets 1,893 Software technology 7,140 Tradename 1,000 Customer relationships 8,400 Goodwill 20,155 Other assets 186 Accrued expenses and other current liabilities ( 635 ) Operating lease liabilities ( 1,893 ) Deferred revenue ( 5,382 ) Total estimated consideration $ 31,587 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Contingent Consideration Liability | The changes in the fair value of contingent consideration liabilities for the nine months ended September 30, 2023 and 2022 are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 4,746 $ 1,500 Payment of contingent consideration liability ( 1,500 ) — Contingent consideration - Forensic Logic (Note 4 - Acquisitions) — 12,400 Contingent consideration - SafePointe (Note 4 - Acquisitions) 2,994 — Change in fair value of contingent consideration ( 923 ) ( 8,842 ) Ending balance $ 5,317 $ 5,058 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The change in goodwill is as follows (in thousands): September 30, December 31, 2023 2022 Beginning balance $ 22,971 $ 2,816 Acquisition of Forensic Logic (Note 4 - Acquisitions) — 20,155 Acquisition of SafePointe (Note 4 - Acquisitions) 10,757 — Ending balance $ 33,728 $ 22,971 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Net | Intangible assets consist of the following (in thousands): September 30, 2023 Gross Accumulated Amortization Net Customer relationships $ 25,470 $ ( 4,005 ) $ 21,465 Acquired software technology 16,340 ( 1,771 ) 14,569 Patents and intellectual property 1,959 ( 1,180 ) 779 Tradename 2,100 ( 1,015 ) 1,085 Total intangible assets, net $ 45,869 $ ( 7,971 ) $ 37,898 December 31, 2022 Gross Accumulated Amortization Net Customer relationships $ 22,970 $ ( 2,760 ) $ 20,210 Acquired software technology 7,140 ( 1,015 ) 6,125 Patents 1,227 ( 1,133 ) 94 Tradename 1,000 ( 111 ) 889 Total intangible assets, net $ 32,337 $ ( 5,019 ) $ 27,318 |
Schedule of Future Intangible Asset Amortization | The following table presents future intangible asset amortization as of September 30, 2023 (in thousands): Remainder of 2023 $ 963 2024 3,841 2025 3,823 2026 3,783 2027 3,770 Thereafter 21,718 Total $ 37,898 |
Details of Certain Condensed _2
Details of Certain Condensed Consolidated Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable and Contract Asset, Net | Accounts receivable and contract asset, net (in thousands): September 30, December 31, 2023 2022 Accounts receivable $ 20,782 $ 28,790 Contract assets 4,233 2,167 Allowance for credit losses ( 49 ) — $ 24,966 $ 30,957 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (in thousands): September 30, December 31, 2023 2022 Deferred commissions $ 1,080 $ 1,040 Prepaid software and licenses 712 647 Other prepaid expenses 522 236 Prepaid insurance 912 724 Short-term deposits 202 363 Other 86 215 $ 3,514 $ 3,225 |
Schedule of Other Assets Long-term | Other assets (long-term) (in thousands): September 30, December 31, 2023 2022 Deferred commissions $ 2,660 $ 2,552 Other 125 18 $ 2,785 $ 2,570 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities (in thousands): September 30, December 31, 2023 2022 Personnel-related accruals $ 5,393 $ 5,971 Contingent consideration liability 2,323 1,500 Operating lease liabilities 946 868 Professional fees 451 441 Sales/use tax payable 143 257 State income tax payable 349 385 Other 877 543 $ 10,482 $ 9,965 |
Schedule of Other Long-term Liabilities | Other liabilities (long-term) (in thousands): September 30, December 31, 2023 2022 Operating lease liabilities $ 1,803 $ 2,554 Contingent consideration liability 2,994 3,246 $ 4,797 $ 5,800 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted 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): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ ( 1,874 ) $ 4,033 $ ( 6,361 ) $ 7,430 Denominator: Weighted-average shares outstanding, basic 12,480,830 12,167,632 12,320,119 12,156,980 Weighted-average shares outstanding, diluted 12,480,830 12,357,136 12,320,119 12,306,839 Net income (loss) per share, basic $ ( 0.15 ) $ 0.33 $ ( 0.52 ) $ 0.61 Net income (loss) per share, diluted $ ( 0.15 ) $ 0.33 $ ( 0.52 ) $ 0.60 |
Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Income (Loss) per Share | Th e 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options to purchase common stock 1,776,793 986,813 1,776,793 1,097,879 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of option activities under the 2005 Stock Plan, as amended in January 2010 and November 2012 (the "2005 Plan") and 2017 Equity Incentive Plan (the “2017 Plan") during the nine months ended September 30, 2023 is as follows: Number Weighted Weighted Aggregate Intrinsic Value Exercised (in thousands) Outstanding at December 31, 2022 1,256,056 $ 28.20 Granted 654,714 $ 25.73 $ 15.57 Exercised ( 17,214 ) $ 8.61 $ 380 Canceled ( 116,763 ) $ 32.04 Outstanding at September 30, 2023 1,776,793 $ 27.21 |
Schedule of Unvested Restricted Stock Units Awards Activity | A summary of restricted stock unit ("RSU") activities under the 2017 Plan during the nine months ended September 30, 2023 is as follows: Number Weighted Aggregate Fair Value of RSUs Vested (in thousands) Unvested RSUs at December 31, 2022 223,821 $ 29.21 Granted 256,446 $ 27.81 Vested ( 108,837 ) $ 29.49 $ 3,226 Forfeited ( 40,229 ) $ 31.08 Unvested RSUs at September 30, 2023 331,201 $ 27.81 |
Schedule of Stock-Based Compensation Expense for All Award Types Recorded in Consolidated Statements of Operations | Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 452 $ 499 $ 1,409 $ 1,482 Sales and marketing 485 427 1,413 1,336 Research and development 359 305 999 823 General and administrative 1,277 926 3,449 2,504 Total $ 2,573 $ 2,157 $ 7,272 $ 6,145 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 Universities City Subsidiary | |
Business And Nature Of Operations [Line Items] | |
Number of universities and corporations in which entity operates | Universities | 18 |
Number of subsidiary | Subsidiary | 7 |
Minimum | |
Business And Nature Of Operations [Line Items] | |
Number of cities in which entity operates | City | 164 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) Customer | Sep. 30, 2022 Customer | Sep. 30, 2023 USD ($) Financialinstitution Customer | Sep. 30, 2022 Customer | Dec. 31, 2022 USD ($) Customer | |
Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 5,800,000 | $ 5,800,000 | $ 10,479,000 | ||
Customer Concentration Risk | Accounts Receivable and Contract Assets | |||||
Accounting Policies [Line Items] | |||||
Number of customers | Customer | 2 | 2 | |||
Customer Concentration Risk | Revenues | |||||
Accounting Policies [Line Items] | |||||
Number of customers | Customer | 2 | 2 | 2 | 2 | |
Credit Concentration Risk | |||||
Accounting Policies [Line Items] | |||||
Cash deposits insured | $ 250,000 | $ 250,000 | |||
Credit Concentration Risk | United States | |||||
Accounting Policies [Line Items] | |||||
Number of financial institutions at which cash deposits are maintained | Financialinstitution | 3 | ||||
Credit Concentration Risk | International | |||||
Accounting Policies [Line Items] | |||||
Number of financial institutions at which cash deposits are maintained | Financialinstitution | 4 | ||||
Credit Concentration Risk | Domestic Financial Institution One | |||||
Accounting Policies [Line Items] | |||||
Cash and cash equivalents | 4,300,000 | $ 4,300,000 | |||
Credit Concentration Risk | Domestic Financial Institution Two | |||||
Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 400,000 | $ 400,000 | |||
Customer One | Customer Concentration Risk | Accounts Receivable and Contract Assets | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 13% | 23% | |||
Customer One | Customer Concentration Risk | Revenues | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 24% | 26% | 25% | 32% | |
Customer Two | Customer Concentration Risk | Accounts Receivable and Contract Assets | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 12% | 17% | |||
Customer Two | Customer Concentration Risk | Revenues | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 9% | 11% | 9% | 10% |
Revenue Related Disclosures - S
Revenue Related Disclosures - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Beginning balance | $ 38,995 | $ 35,755 | $ 43,720 | $ 26,709 |
Deferred revenues acquired (Note 4 - Acquisitions) | 557 | 557 | 5,382 | |
New billings | 22,351 | 19,677 | 59,809 | 64,381 |
Foreign currency impact | (3) | (1) | ||
Ending balance | 38,346 | 36,969 | 38,346 | 36,969 |
Recognition From Balance at the Beginning of the Year | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue recognized during the year | (14,284) | (12,707) | (33,357) | (25,492) |
Revenue Recognized During the Year from New Billings | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue recognized during the year | $ (9,273) | $ (5,753) | $ (32,383) | $ (34,010) |
Revenue Related Disclosures -_2
Revenue Related Disclosures - Schedule of Remaining Performance Obligations for Contractually Committed Revenues (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 117,683 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 22,506 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 6 months |
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 | $ 55,249 |
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 | $ 26,352 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 13,576 |
Estimated remaining performance obligations for contractually committed revenues recognition period |
Revenue Related Disclosures -_3
Revenue Related Disclosures - Schedule of Remaining Performance Obligations for Contractually Committed Revenues 1 (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 117,683 |
Revenue Related Disclosures - A
Revenue Related Disclosures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subscription, maintenance and support services Member | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 22.5 | $ 18.2 | $ 63 | $ 55.1 |
Professional software development services member | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.5 | 0.6 | 3.7 | 4.9 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 23.5 | 18.6 | 65.3 | 59.3 |
South Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.5 | 0.2 | 1.4 | 0.7 |
Bahamas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 0.5 | $ 0.2 | $ 1.4 | $ 0.7 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued as consideration for acquisitions | $ 11,291,000 | $ 14,266,000 | ||||
Umpqua Credit Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Credit facility outstanding | $ 7,000,000 | $ 7,000,000 | $ 0 | |||
Intellectual Property | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition purchase consideration in cash | 500,000 | |||||
Acquisition-related expenses | $ 100,000 | |||||
Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock from acquisitions, Shares | 554,217 | 464,540 | ||||
Common Stock | Intellectual Property | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock from acquisitions, Shares | 4,638 | |||||
Fair value of common stock issued as consideration for acquisitions | $ 100,000 | |||||
Forensic Logic | ||||||
Business Acquisition [Line Items] | ||||||
Membership interests, acquired | 100% | |||||
Business acquisition purchase consideration in cash | $ 4,900,000 | |||||
Preliminary fair value of the contingent consideration | 12,400,000 | |||||
Business acquisition estimated purchase consideration/purchase consideration | $ 31,600,000 | |||||
Percentage of discounted cash flows | 24% | |||||
Forensic Logic | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, intangible assets | $ 8,400,000 | |||||
Forensic Logic | General and Administrative | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition-related expenses | 100,000 | |||||
Forensic Logic | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock from acquisitions, Shares | 464,540 | |||||
Fair value of common stock issued as consideration for acquisitions | $ 14,300,000 | |||||
SafePointe, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Membership interests, acquired | 100% | 100% | ||||
Business acquisition purchase consideration in cash | $ 11,400,000 | |||||
Preliminary fair value of the contingent consideration | 3,000,000 | |||||
Business acquisition estimated purchase consideration/purchase consideration | 25,600,000 | |||||
Percentage of discounted cash flows | 20.90% | |||||
Acquisition-related expenses | 700,000 | $ 200,000 | ||||
Proforma revenue | 24,300,000 | $ 19,000,000 | 67,900,000 | 60,600,000 | ||
Proforma combined income loss | 2,300,000 | $ 3,500,000 | 7,800,000 | $ 6,000,000 | ||
SafePointe, LLC | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, intangible assets | 2,500,000 | 2,500,000 | ||||
SafePointe, LLC | Indemnification escrow | ||||||
Business Acquisition [Line Items] | ||||||
Indemnification escrow cash | 1,100,000 | |||||
Purchase consideration indemnification escrow stock | 1,100,000 | |||||
SafePointe, LLC | Maximum | Indemnification escrow | ||||||
Business Acquisition [Line Items] | ||||||
Earnout will be payable based on estimated revenues generated | $ 11,500,000 | $ 11,500,000 | ||||
SafePointe, LLC | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock from acquisitions, Shares | 549,579 | |||||
Fair value of common stock issued as consideration for acquisitions | $ 11,200,000 |
Acquisitions - Summary of Assig
Acquisitions - Summary of Assignment of Fair Value to Identified Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 33,728 | $ 22,971 | $ 2,816 | |
SafePointe, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 394 | |||
Accounts receivable and contract assets, net | 1,412 | |||
Property and equipment, net | 717 | |||
Goodwill | 10,757 | |||
Other assets | 101 | |||
Accrued expenses and other current liabilities | 52 | |||
Deferred revenue | (557) | |||
Total estimated consideration | 25,572 | |||
SafePointe, LLC | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | 2,500 | |||
SafePointe, LLC | Software Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | 9,200 | |||
SafePointe, LLC | Tradename | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | $ 1,100 | |||
Forensic Logic | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 303 | |||
Accounts receivable and contract assets, net | 220 | |||
Property and equipment, net | 200 | |||
Operating lease right-of-use assets | 1,893 | |||
Goodwill | 20,155 | |||
Other assets | 186 | |||
Accrued expenses and other current liabilities | (635) | |||
Operating lease liabilities | (1,893) | |||
Deferred revenue | (5,382) | |||
Total estimated consideration | 31,587 | |||
Forensic Logic | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | 8,400 | |||
Forensic Logic | Software Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | 7,140 | |||
Forensic Logic | Tradename | ||||
Business Acquisition [Line Items] | ||||
Identifiable technology and intangible assets | $ 1,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Payment of contingent consideration liability | $ 1,500,000 | |||||||
Transfers into or out of level 3 | $ 0 | $ 0 | 0 | $ 0 | ||||
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 | (923,000) | (8,842,000) | ||||||
Contingent consideration | 5,317,000 | $ 5,058,000 | 5,317,000 | $ 5,058,000 | $ 4,746,000 | $ 1,500,000 | ||
Fair Value Measurements Recurring | Level 3 | Other Liabilities | ||||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent consideration | 3,000,000 | 3,000,000 | ||||||
Fair Value Measurements Recurring | Level 3 | Accrued Expenses and Other Current Liabilities | ||||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent consideration | $ 2,300,000 | $ 2,300,000 | ||||||
Technologic | ||||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Payment of contingent consideration liability | $ 1,500,000 | |||||||
SafePointe, LLC | Level 3 | ||||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||||
Estimated fair value of contingent consideration | $ 3,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Measurements Recurring | Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 1,500 | $ 4,746 | $ 1,500 | |
Payment of contingent consideration liability | (1,500) | |||
Change in fair value of contingent consideration | (923) | (8,842) | ||
Ending balance | $ 5,317 | 5,317 | 5,058 | |
Forensic Logic | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration (Note 4 - Acquistions) | $ 12,400 | |||
Forensic Logic | Fair Value Measurements Recurring | Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration (Note 4 - Acquistions) | $ 12,400 | |||
SafePointe, LLC | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration (Note 4 - Acquistions) | $ 3,000 | |||
SafePointe, LLC | Fair Value Measurements Recurring | Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration (Note 4 - Acquistions) | $ 2,994 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Beginning balance | $ 22,971 | $ 2,816 |
Ending balance | 33,728 | 22,971 |
Forensic Logic | ||
Goodwill [Line Items] | ||
Acquisition (Note 4 - Acquisitions) | $ 20,155 | |
SafePointe, LLC | ||
Goodwill [Line Items] | ||
Acquisition (Note 4 - Acquisitions) | 10,757 | |
Ending balance | $ 10,757 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 45,869 | $ 32,337 |
Accumulated Amortization | (7,971) | (5,019) |
Net | 37,898 | 27,318 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 25,470 | 22,970 |
Accumulated Amortization | (4,005) | (2,760) |
Net | 21,465 | 20,210 |
Acquired Software Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 16,340 | 7,140 |
Accumulated Amortization | (1,771) | (1,015) |
Net | 14,569 | 6,125 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,227 | |
Accumulated Amortization | (1,133) | |
Net | 94 | |
Patents and Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,959 | |
Accumulated Amortization | (1,180) | |
Net | 779 | |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,100 | 1,000 |
Accumulated Amortization | (1,015) | (111) |
Net | $ 1,085 | $ 889 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible amortization expense | $ 800 | $ 700 | $ 2,953 | $ 2,081 |
Tradename | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible amortization expense | $ 1,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Intangible Asset Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | $ 963 | |
2024 | 3,841 | |
2025 | 3,823 | |
2026 | 3,783 | |
2027 | 3,770 | |
Thereafter | 21,718 | |
Net | $ 37,898 | $ 27,318 |
Details of Certain Condensed _3
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Accounts Receivable and Contract Asset, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts receivable | $ 20,782 | $ 28,790 |
Contract asset | 4,233 | 2,167 |
Allowance for credit losses | (49) | |
Accounts receivable and contract asset | $ 24,966 | $ 30,957 |
Details of Certain Condensed _4
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deferred commissions | $ 1,080 | $ 1,040 |
Prepaid software and licenses | 712 | 647 |
Other prepaid expenses | 522 | 236 |
Prepaid insurance | 912 | 724 |
Short-term deposits | 202 | 363 |
Other | 86 | 215 |
Total | $ 3,514 | $ 3,225 |
Details of Certain Condensed _5
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Other Assets Long-term (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets Noncurrent Disclosure [Abstract] | ||
Deferred commissions | $ 2,660 | $ 2,552 |
Other | 125 | 18 |
Total other assets | $ 2,785 | $ 2,570 |
Details of Certain Condensed _6
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Personnel-related accruals | $ 5,393 | $ 5,971 |
Contingent consideration liability | 2,323 | 1,500 |
Operating lease liabilities | 946 | 868 |
Professional fees | 451 | 441 |
Sales/ use tax payable | 143 | 257 |
State income tax payable | 349 | 385 |
Other | 877 | 543 |
Accrued expenses and other current liabilities | $ 10,482 | $ 9,965 |
Details of Certain Condensed _7
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities, Noncurrent [Abstract] | ||
Operating lease liabilities | $ 1,803 | $ 2,554 |
Contingent consideration liability | 2,994 | 3,246 |
Other liabilities, noncurrent | $ 4,797 | $ 5,800 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
SoundThinking | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 45,000 | $ 13,000 | $ 85,000 | $ 72,000 |
Stock Repurchase Program - Addi
Stock Repurchase Program - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | |||||||
Repurchase of common stock amount | $ 1,947 | $ 2,392 | $ 1,256 | $ 1,450 | $ 1,634 | ||
Stock Repurchase Program | |||||||
Class Of Stock [Line Items] | |||||||
Repurchase of common stock | 228,782 | 106,992 | |||||
Average price per share | $ 24.41 | $ 28.81 | |||||
Repurchase of common stock amount | $ 5,600 | $ 3,100 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ (1,874) | $ (2,697) | $ (1,790) | $ 4,033 | $ 3,010 | $ 387 | $ (6,361) | $ 7,430 |
Denominator: | ||||||||
Weighted-average shares outstanding, basic | 12,480,830 | 12,167,632 | 12,320,119 | 12,156,980 | ||||
Weighted-average shares outstanding, diluted | 12,480,830 | 12,357,136 | 12,320,119 | 12,306,839 | ||||
Net income (loss) per share, basic | $ (0.15) | $ 0.33 | $ (0.52) | $ 0.61 | ||||
Net income (loss) per share, diluted | $ (0.15) | $ 0.33 | $ (0.52) | $ 0.6 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options to purchase common stock | 1,776,793 | 986,813 | 1,776,793 | 1,097,879 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, Beginning Balance | shares | 1,256,056 |
Number of Options Outstanding, Granted | shares | 654,714 |
Number of Options Outstanding, Exercised | shares | (17,214) |
Number of Options Outstanding, Canceled | shares | (116,763) |
Number of Options Outstanding, Ending Balance | shares | 1,776,793 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Beginning Balance | $ 28.2 |
Weighted Average Exercise Price, Granted | 25.73 |
Weighted Average Exercise Price, Exercised | 8.61 |
Weighted Average Exercise Price, Canceled | 32.04 |
Weighted Average Exercise Price, Ending Balance | 27.21 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Grant Date Fair Value per Option, Granted | $ 15.57 |
Aggregate Intrinsic Value Exercised | $ | $ 380 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2023 | May 31, 2017 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Compensation expense | $ 2,573,000 | $ 2,157,000 | $ 7,272,000 | $ 6,145,000 | |||||||
Restricted Stock Unit | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of RSUs, Granted | 256,446 | ||||||||||
Grant Date Fair Value, Granted | $ 27.81 | ||||||||||
Performance-based RSU | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of RSUs, Granted | 31,012 | 31,012 | |||||||||
Grant Date Fair Value, Granted | $ 20.12 | $ 20.12 | |||||||||
Compensation expense | $ 21,000 | $ 21,000 | |||||||||
Common Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares issued under ESPP | 25,193 | 20,630 | |||||||||
2017 Employee Stock Purchase Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares issued under ESPP | 25,193 | 25,193 | |||||||||
Number of shares available for future grant | 640,974 | 640,974 | |||||||||
Shares of common stock reserved for issuance, automatic annual increase initiation period | --01-01 | ||||||||||
Percentage of number of shares of common stock outstanding | 2% | ||||||||||
Increase in common stock reserved for issuance | 150,000 | ||||||||||
Periodic increment of common stock reserved for future issuance | 150,000 | ||||||||||
2017 Equity Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares of common stock reserved for issuance, automatic annual increase initiation period | --01-01 | ||||||||||
Percentage of number of shares of common stock outstanding | 5% | 5% | |||||||||
Shares of common stock reserved for issuance, automatic annual increase start date | Jan. 01, 2018 | ||||||||||
Shares of common stock reserved for issuance, automatic annual increase end date | Jan. 01, 2027 | ||||||||||
Increase in common stock reserved for issuance | 612,196 | ||||||||||
2017 Equity Incentive Plan | Stock Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Accelerated vesting | 6,734 | 6,734 | |||||||||
Recognized net incremental compensation expense | $ 52,000 | $ 52,000 | |||||||||
2017 Equity Incentive Plan | Restricted Stock Unit | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Recognized net incremental compensation expense | $ 28,000 | $ 28,000 | |||||||||
2017 Equity Incentive Plan | Common Stock | Restricted Stock Unit | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Accelerated vesting | 2,256 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Unvested Restricted Stock Units Awards Activity - (Details) - Restricted Stock Unit $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 223,821 |
Number of RSUs, Granted | shares | 256,446 |
Number of RSUs, Vested | shares | (108,837) |
Number of RSUs, Forfeited | shares | (40,229) |
Number of RSUs, Ending Balance | shares | 331,201 |
Weighted Average Grant Date Fair Value per RSU, Beginning Balance | $ / shares | $ 29.21 |
Weighted Average Grant Date Fair Value per RSU, Granted | $ / shares | 27.81 |
Weighted Average Grant Date Fair Value per RSU, Vested | $ / shares | 29.49 |
Weighted Average Grant Date Fair Value per RSU, Forfeited | $ / shares | 31.08 |
Weighted Average Grant Date Fair Value per RSU, Ending Balance | $ / shares | $ 27.81 |
Aggregate Fair Value of RSUs' Vested | $ | $ 3,226 |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Stock-Based Compensation Expense Recorded in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,573 | $ 2,157 | $ 7,272 | $ 6,145 |
Cost of Revenues | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 452 | 499 | 1,409 | 1,482 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 485 | 427 | 1,413 | 1,336 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 359 | 305 | 999 | 823 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,277 | $ 926 | $ 3,449 | $ 2,504 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) - Umpqua Credit Agreement - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Nov. 23, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2020 | Sep. 27, 2018 | |
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 7,000,000 | $ 7,000,000 | $ 0 | |||
Interest expense | $ 100,000 | $ 100,000 | ||||
Weighted-average interest rate | 7.32% | 7.32% | ||||
Revolving Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement date | Sep. 27, 2018 | |||||
Credit facility maximum borrowing capacity under loan | $ 25,000,000 | $ 20,000,000 | $ 10,000,000 | |||
Credit facility maturity date | Nov. 27, 2022 | |||||
Credit facility extended maturity date | Oct. 15, 2024 | |||||
Credit facility current borrowing capacity under loan | $ 18,000,000 | $ 18,000,000 | $ 20,000,000 | |||
Letter of Credit Subfacility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity under loan | $ 7,500,000 | $ 6,000,000 |