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

Good afternoon. And thank you for joining our second quarter 2023 conference call. After Alan and I give our views, we’ll be happy to take your questions. However, before I get into the specifics of our Q2 2023 performance, I want to first share with you that overall, our company is settling into our expanded platform vision and our new corporate identity of SoundThinking. We’re well on our way toward executing on the promising next phase of our growth journey and impact narrative. We continue to be bullish on the tremendous opportunity we have in partnering with law enforcement and their digital transformation, which we believe is fundamental in improving the law enforcement profession and better connecting them to the communities they serve. And even with the current challenges they face with limited resources and increased scrutiny, we are committed in our purpose to help them become more efficient, effective and equitable in closing the public safety gap that exists in communities worldwide. Turning to financial performance. Our Q2 2023 revenues were mostly in line with our expectations with $22.1 million compared to Q2 2022 revenue of $20 million. Adjusted EBITDA was $2.4 million or 11% of revenues compared to $4.1 million or 20% of revenues for Q2 2022. As Alan will address in more detail, below-the-line expenses in this quarter included increased investment in sales and marketing associated with our rebranding launch along with increased headcount and personnel-related costs and a few onetime other expenses. We had another phenomenal quarter of go-live activity with 7 new city captures and 1 new university along with 7 city expansions and a university expansion this quarter. These included, but were not limited to, new customer captures of Erie, Pennsylvania, Deerfield Beach and Lauderhill, Florida. We also took live material expansion miles in…

Thank you, Ralph. We’re pleased with our performance in the second quarter. As Ralph mentioned, this quarter, we went live in 7 new ShotSpotter cities and 1 new university and expanded in 7 current cities and 1 current university. We’re continuing to see an increase in the interest of our solutions across our SafetySmart platform. At this point, we expect to add approximately 140 new miles of ShotSpotter coverage this year, almost 40% higher than 2022. In Q2, we also contracted with two new CaseBuilder customers and 3 new CrimeTracer customers. Our bundled product strategy appears to be working well as we are starting to see a dramatic increase from customers who would like to contract with multiple products from our SafetySmart platform. Let me provide more details on the quarter, and then I will share some thoughts around the balance of the year. Second quarter revenues were slightly ahead of expectations at $22.1 million, a 10% increase over $20 million in the second quarter of 2022. Revenue increased as our deployed miles are up year-over-year. Gross profit for the second quarter of 2023 was $12.7 million or 57% of revenue versus $11.6 million or 58% of revenue for the prior year period. We expect gross margins to improve in the second half of the year, after we are awarded the large CaseBuilder contract with the Department of Corrections customer. Our adjusted EBITDA was down to $2.4 million this year from $4.1 million last year for the second quarter due to some onetime expenses that totaled approximately $1.7 million. As a reminder, adjusted EBITDA, a non-GAAP financial measure is calculated by taking our GAAP net income or loss and adjusting out interest income, income taxes, depreciation, amortization and impairment, stock-based compensation expenses and acquisition-related expenses, including adjustments to our contingent…

Thanks, Alan. Before we take your questions, I want to give a personal shout-out and thank you to our project management and field services teams that really stepped up and had a phenomenal first half performance of go-live activity this year. I also want to thank our incident review center, customer service and DevOps teams for executing to 1 of the smoothest drama-free July 4th holidays we have ever experienced in the 10-plus years I’ve been with the Company. The company-wide collaborations and collective passion for our purpose sets us apart and is literally saving lives every single day. Thank you. And with that, we’ll now take your questions.

[Operator Instructions] Your first question comes from the line of Richard Baldry. Please go ahead.

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

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

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

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

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

Yes. So, this is Alan. I’ll answer and then Ralph can add, too. It’s across the board for all of our salespeople. The commissions plans we set up includes all of the different products that we’re selling right now. And we’re finding that when we talk about one particular solution the customer says, well, I also heard about this or -- in that case, we currently tell them about the other solutions. And even if they have not asked for the additional information, we can say, oh, by the way, we also have this and this, that also might be interesting to you such as it was to customer X, Y or Z. So, it is something that we’re hearing a lot more interest in people that are looking for the bundled products.

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

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

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

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

Yes. I think I’ll try to answer your question. I’m not sure we heard it correctly. So, please jump in if we’re -- if we’re wrong. I think, we’re saying that we’ve booked a number of cities, both new cities as well as expansion cities along with a couple of new universities. I think, so in total, when you look at our go-live activity for Q1 and Q2, plus what we have on tap currently that’s booked and staffed and project, we think we could get to 140 square miles of deployment, which is 20 miles ahead of what I think we originally talked about in terms of plan. So, we’re well ahead on the core part of our business with respect to domestic acoustic gunshot miles going live. Does that answer your question?

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

Yes. I guess, what we would say is in terms of the things that we had, we -- there are a couple of contracts that went live -- were started to go live and or assigned actually in Q2 that we were awarded by the cities in the second half of last year. So for example, if you talk about Suffolk County or Cleveland, we mentioned those in the fourth quarter last year, but they didn’t actually get signed until the first and second quarters of this year. So, we are seeing more new cities that are coming in -- sometimes it takes them a little while to say they’re approved at the city council to actually -- get signed under contract, though.

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

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

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

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

Jeremy, this is Alan. Excellent question, and thank you for asking because -- and it is a little hard to understand. When you go from $5.8 million last year in Q2 to $7.4 million, it’s about $1.6 million increase. But here’s the interesting thing about that is out of that $1.6 million, $1.5 million of that is related to expenses that generally would not recur. $800,000 of that is directly related to an intangible amortization that we accelerated related to trademarks and forensic logic. When we changed that from COPLINK X to CrimeTracer, we had to adjust based on how purchase price allocations were -- our conditions, we had to accelerate that. Otherwise, that $800,000 would have just been expensed over the next 10 years. So that $800,000 is not going to renew. So already $1.6 billion of that has been cut in half. About $500,000 of that was directly related to the rebranding launch of the Company name and the four products. We’re not doing that again. So that $0.5 million is a onetime cost as well that’s not going to recur. And then -- so basically, that’s already $1.3 million to at $1.6 million, that takes you back down to almost exactly where we were last year. We have added some costs. We’ve added about $1 million in terms of actual personnel and things like that. So, you can see a couple of hundred thousand dollars that are increased in this quarter. That’s what’s going to continue. But the rest of that is not. That’s incredibly important to understand. So, when you think about sales and marketing, at 34% this year, we’re expecting that to go back down to around 28% as we go forward.

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

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

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

Yes. Again, this is Alan -- Alan answering as well. There are some one time and it’s - a little hard to say one time because you can’t always exactly say it’s only one time. But when you have things that are related to bad debt or acquisition-related, they rarely happen, but they’re not necessarily one time. That said, there was almost $0.5 million in Q2 related to those two exact things. So, those we hope to not recover. The other stuff that’s a little harder to say is, in terms of legal, the legal continues to be a little higher than we would have expected. We continue to get more subpoenas than we have in the past -- or not in the past year, they’ve been higher, look at the past 4 to 5 years is significantly higher than that. But we’re also getting better at how we are responding to those. So, it is something that although legal expenses are probably going to stay a little higher than we had hoped, we’re hoping that we can reduce those by being better at how it does. So, G&A is going to stay a little higher in terms of actual dollars, but it’s definitely going to be a lower percentage as the top line revenue continues to grow.

Okay. Got it. And then, this is a little bit more long-term thinking, but it’s such a significant change here in the EBITDA margin expectations, right, where I think we have been looking at kind of mid-20s. Now we’re looking at 17% at the midpoint of your guide. On a go-forward basis, it does sound like the business is just going to carry a little bit more expense than previously thought for a variety of reasons. What would your -- what’s a more reasonable target? I assume that you guys would plan to get back into the 20s next year? Is that fair?

Yes. This is Alan, and I’ll start and Ralph add as well. Absolutely. And part of the reason is if you think about that $1.7 million that we spent, that is not going to recur, that’s going to -- even if you just add that back, the number goes up. We’re definitely going to be north of 20% as we go into next year. The other thing that’s also really important is we have said this a couple of times, is we’ve already staffed up the majority of the people that we’re going to need to do this Department of Corrections contract, which brings in about $2 million a year in subscription as well as between $1 million and $2 million a year in professional services as well. So, those are going to come with a significantly higher gross margin, which is going to slow down at the bottom line and also increase adjusted EBITDA.

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

[Operator Instructions] The next question comes from the line of Jonathan Ruykhaver from Cantor Fitzgerald.

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

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

Okay. That’s helpful. So you -- it sounds like you still feel pretty comfortable with the demand environment looking at that product specifically.

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

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

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

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

Yes. Great. This is Ralph. I’ll answer that. And great question. I think it first starts with amazing sales leadership, which we’re incredibly grateful to have in our company with our sales leader Gary Bunyard. As you recall, the way we’re organized is we have territory reps that are responsible for geographic territories, and they’re collaborating with overlay reps, if you will, that have specialties, be it CrimeTracer, CaseBuilder, acoustic gunshot detection with respect to ShotSpotter. So, they’re basically quarterbacking the opportunities within their particular territories. What’s been exciting about some of our platform extensions is that we’re now being able to -- we’re now in a place that we can go after different buying centers than what we’ve traditionally been able to execute towards. So, there’s obviously the state and local -- or very, let’s say, local law enforcement agencies that has been really a part of our DNA for a number of years. We’re adding on to that new buying centers that are these kind of state level agencies. In fact, we’ve seen some success already with the CrimeTracer solution with very successful state sales. We talked, I think, late last year about a 7-figure deal that was taken down for the state of Massachusetts. We’re now seeing some state-level opportunities for CaseBuilder solution. We actually won an award at a state investigative agency for a CaseBuilder investigative case management solution, completely different buying center than our traditional local law enforcement. And then there’s another opportunity that opens up for us to go after local law enforcement agencies that don’t have the ongoing persistent gun crime that we’ve been traditionally focused on with respect to ShotSpotter. So, there’s a lot of opportunity out there for us. And we’re finding kind of going into markets with a kind of platform discussion is very, very helpful because oftentimes, we find that we’re thinking they might be interested in one thing, but when they see the entire suite story, they’re actually interested in maybe one or two other things as well. So, that pipeline is continuing to grow and build -- and we’re going to see -- you’re going to see more from us in terms of how we’re actually integrating these products technically to make them work more effectively with one another. So, we’re in the early stages of this and very excited about the response that we’ve seen to date.

Thank you. [Operator Instructions] At this time, this concludes our question-and-answer session. If your question was not taken, you may contact SoundThinking’s Investor Relations team by e-mailing ssti@gateway-grp.com. I’d now like to turn the call back over to Mr. Clark for his closing remarks. Thank you.

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

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