淨虧損：700 萬美元（去年同期虧損 148 萬），虧損擴大主要由於收入下滑及重組開支。

10-Q
 
 
 
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 

  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38107
 
SoundThinking, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 

 
 
 
 
 

 
 Delaware

 47-0949915

 

 
 (State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 

 
 39300 Civic Center Dr., Suite 300
Fremont, California

 94538

 

 
 (Address of principal executive offices)

 (Zip Code)

 

 Registrant’s telephone number, including area code: (510) 794-3100
 
Securities registered pursuant to Section 12(b) of the Act:
 

 
 
 
 
 
 

 
 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 

 
  

  

  

 

 
 Common stock, par value $0.005 per share

 SSTI

 The Nasdaq Capital Market

 

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

 
 
 
 
 
 
 
 
 
 

 
 Large accelerated filer

 

 ☐

 

 Accelerated filer

 

 ☐

 

 
 Non-accelerated filer

 

 ☒ 

 

 Smaller reporting company

 

 ☒

 

 
 Emerging growth company

  

 ☐

  

  

  

  

 

  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 11, 2026 the registrant had 12,953,937 shares of common stock, $0.005 par value per share, outstanding.
 
 

  

 
  

 Table of Contents
 

 
 
 
 
 
 

 
 

 

 Page

 

 
  

 Special Note Regarding Forward-Looking Statements 

 2

 

 
 PART I.

 FINANCIAL INFORMATION

  

 

 
 Item 1.

 Condensed Consolidated Financial Statements

 3

 

 
 

 Condensed Consolidated Balance Sheets 

 3

 

 
 

 Condensed Consolidated Statements of Operations

 4

 

 
 

 Condensed Consolidated Statements of Comprehensive Loss

 5

 

 
  

 Condensed Consolidated Statements of Stockholders’ Equity

 6

 

 
 

 Condensed Consolidated Statements of Cash Flows

 7

 

 
 

 Notes to Condensed Consolidated Financial Statements

 8

 

 
 Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 17

 

 
 Item 3.

 Qualitative and Quantitative Disclosures About Market Risk

 27

 

 
 Item 4.

 Controls and Procedures

 27

 

 
 PART II.

 OTHER INFORMATION

  

 

 
 Item 1 

 Legal Proceedings

 29

 

 
 Item 1A.

 Risk Factors

 29

 

 
 Item 2. 

 Unregistered Sales of Equity Securities and Use of Proceeds

 30

 

 
 Item 5.

 Other Information

 30

 

 
 Item 6.

 Exhibits

 30

 

 
 Exhibit Index

 31

 

 
 Signatures

 32

 

  
 

 1

 
  

  
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the section of this Quarterly Report on Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but are also contained elsewhere in this Quarterly Report on Form 10-Q. Often, you can identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward-looking statements include statements about: 
•our ability to continue to increase revenues, secure customer renewals and expand coverage areas of existing public safety customers;

•our ability to continue to add new customers for our public safety and security solutions; 

•our ability to grow both domestically and internationally;

•our ability to effectively manage or sustain our growth; 

•our ability to maintain, increase or strengthen awareness of our solutions; 

•our ability to achieve and maintain service level agreement standards in our customer contracts; 

•future revenues, hiring plans, expenses, capital expenditures, capital requirements and stock performance; 

•our ability to service outstanding debt and satisfy covenants associated with outstanding debt facilities;

•our ability to attract and retain qualified employees and key personnel and further expand our overall headcount;

•the impact of the material weaknesses in our internal controls and our ability to remediate these material weaknesses on the timing we anticipate, or at all;

•our ability to comply with new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally; and

•our ability to maintain, protect and enhance our intellectual property.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. 
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. You should refer to the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. 

 2

 
  

 PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SoundThinking, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 March 31,

  

  

 December 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
  

  

 (unaudited)

  

  

  

  

 

 
 Assets

  

  

  

  

  

  

 

 
 Current assets

  

  

  

  

  

  

 

 
 Cash and cash equivalents

  

 $

 14,242

  

  

 $

 15,797

  

 

 
 Accounts receivable and contract assets, net

  

  

 21,852

  

  

  

 28,570

  

 

 
 Prepaid expenses and other current assets

  

  

 4,138

  

  

  

 4,225

  

 

 
 Total current assets

  

  

 40,232

  

  

  

 48,592

  

 

 
 Property and equipment, net

  

  

 18,429

  

  

  

 18,816

  

 

 
 Operating lease right-of-use assets

  

  

 1,751

  

  

  

 1,904

  

 

 
 Goodwill

  

  

 34,213

  

  

  

 34,213

  

 

 
 Intangible assets, net

  

  

 28,376

  

  

  

 29,335

  

 

 
 Other assets

  

  

 2,724

  

  

  

 2,894

  

 

 
 Total assets

  

 $

 125,725

  

  

 $

 135,754

  

 

 
 Liabilities and Stockholders’ Equity

  

  

  

  

  

  

 

 
 Current liabilities

  

  

  

  

  

  

 

 
 Accounts payable

  

 $

 3,663

  

  

 $

 3,789

  

 

 
 Accrued expenses and other current liabilities

  

  

 7,954

  

  

  

 9,578

  

 

 
 Line of credit

  

  

 4,000

  

  

  

 4,000

  

 

 
 Deferred revenue, short-term

  

  

 36,948

  

  

  

 40,035

  

 

 
 Total current liabilities

  

  

 52,565

  

  

  

 57,402

  

 

 
 Deferred revenue, long-term

  

  

 3,402

  

  

  

 3,845

  

 

 
 Deferred tax liability

  

  

 1,386

  

  

  

 1,359

  

 

 
 Operating lease liabilities, net of current portion

  

  

 764

  

  

  

 976

  

 

 
 Total liabilities

  

  

 58,117

  

  

  

 63,582

  

 

 
 Commitments and contingencies (Note 11)

  

  

  

  

  

  

 

 
 Stockholders’ equity

  

  

  

  

  

  

 

 
 Common stock: $0.005 par value; 500,000,000 shares authorized;
   12,953,943 and 12,825,960  shares issued and outstanding as of
March 31, 2026 and December 31, 2025, respectively

  

  

 64

  

  

  

 64

  

 

 
 Additional paid-in capital

  

  

 188,600

  

  

  

 186,115

  

 

 
 Accumulated deficit

  

  

 (120,723

 )

  

  

 (113,718

 )

 

 
 Accumulated other comprehensive loss

  

  

 (333

 )

  

  

 (289

 )

 

 
 Total stockholders’ equity

  

  

 67,608

  

  

  

 72,172

  

 

 
 Total liabilities and stockholders’ equity

  

 $

 125,725

  

  

 $

 135,754

  

 

  
See accompanying notes to condensed consolidated financial statements.

 3

 
  

 SoundThinking, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data) 
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

  

 

 
  

  

 2026

  

  

 2025

  

  

 

 
 Revenues

  

 $

 24,178

  

  

 $

 28,349

  

  

 

 
 Costs

  

  

  

  

  

  

  

 

 
 Cost of revenues

  

  

 12,483

  

  

  

 11,718

  

  

 

 
 Impairment of property and equipment

  

  

 435

  

  

  

 37

  

  

 

 
 Total costs

  

  

 12,918

  

  

  

 11,755

  

  

 

 
 Gross profit

  

  

 11,260

  

  

  

 16,594

  

  

 

 
 

  

  

  

  

  

  

  

 

 
 Operating expenses

  

  

  

  

  

  

  

 

 
 Sales and marketing

  

  

 6,500

  

  

  

 7,259

  

  

 

 
 Research and development

  

  

 4,405

  

  

  

 4,065

  

  

 

 
 General and administrative

  

  

 6,676

  

  

  

 6,474

  

  

 

 
 Restructuring expense

  

  

 535

  

  

  

 -

  

  

 

 
 Total operating expenses

  

  

 18,116

  

  

  

 17,798

  

  

 

 
 Operating loss

  

  

 (6,856

 )

  

  

 (1,204

 )

  

 

 
 Other expense, net

  

 

  

  

 

  

  

 

 
 Interest expense, net

  

  

 24

  

  

  

 (12

 )

  

 

 
 Other expense, net

  

  

 (144

 )

  

  

 (168

 )

  

 

 
 Total other expense, net

  

  

 (120

 )

  

  

 (180

 )

  

 

 
 Loss before income taxes

  

  

 (6,976

 )

  

  

 (1,384

 )

  

 

 
 Provision for income taxes

  

  

 29

  

  

  

 100

  

  

 

 
 Net loss

  

 $

 (7,005

 )

  

 $

 (1,484

 )

  

 

 
 Net loss per share, basic and diluted

  

 $

 (0.54

 )

  

 $

 (0.12

 )

  

 

 
 Weighted-average shares used in computing net loss per share, basic and diluted

  

  

 12,857,891

  

  

  

 12,648,370

  

  

 

  
See accompanying notes to condensed consolidated financial statements.

 4

 
  

 SoundThinking, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Net loss

  

 $

 (7,005

 )

  

 $

 (1,484

 )

 

 
 Other comprehensive loss:

  

  

  

  

  

  

 

 
 Change in foreign currency translation adjustment, net of taxes

  

  

 (44

 )

  

  

 26

  

 

 
 Comprehensive loss

  

 $

 (7,049

 )

  

 $

 (1,458

 )

 

  
See accompanying notes to condensed consolidated financial statements.
 

 5

 
  

 SoundThinking, Inc.
Condensed Consolidated Statements of Stockholders’ Equity 
(In thousands, except share data) 
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Common Stock

  

  

 Additional
Paid-in

  

  

 Accumulated

  

  

 Accumulated
Other
Comprehensive

  

  

 Total
Stockholders’

  

 

 
  

  

 Shares

  

  

 Par Value

  

  

 Capital

  

  

 Deficit

  

  

 Loss

  

  

 Equity

  

 

 
 Balance at January 1, 2026

  

  

 12,825,960

  

  

 $

 64

  

  

 $

 186,115

  

  

 $

 (113,718

 )

  

 $

 (289

 )

  

 $

 72,172

  

 

 
 Exercise of stock options

  

  

 2,295

  

  

  

 —

  

  

  

 6

  

  

  

 —

  

  

  

 —

  

  

  

 6

  

 

 
 Issuance of common stock from RSUs vested

  

  

 125,688

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Stock-based compensation

  

  

 —

  

  

  

 —

  

  

  

 2,479

  

  

  

 —

  

  

  

 —

  

  

  

 2,479

  

 

 
 Other comprehensive loss

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (44

 )

  

  

 (44

 )

 

 
 Net loss

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (7,005

 )

  

  

 —

  

  

  

 (7,005

 )

 

 
 Balance at March 31, 2026

  

  

 12,953,943

  

  

 $

 64

  

  

 $

 188,600

  

  

 $

 (120,723

 )

  

 $

 (333

 )

  

 $

 67,608

  

 

  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Common Stock

  

  

 Additional
Paid-in

  

  

 Accumulated

  

  

 Accumulated
Other
Comprehensive

  

  

 Total
Stockholders’

  

 

 
  

  

 Shares

  

  

 Par Value

  

  

 Capital

  

  

 Deficit

  

  

 Loss

  

  

 Equity

  

 

 
 Balance at January 1, 2025

  

  

 12,634,485

  

  

 $

 64

  

  

 $

 177,021

  

  

 $

 (104,298

 )

  

 $

 (388

 )

  

 $

 72,399

  

 

 
 Exercise of stock options

  

  

 —

  

  

  

 —

  

  

  

 3

  

  

  

 —

  

  

  

 —

  

  

  

 3

  

 

 
 Repurchase of common stock

  

  

 (33,493

 )

  

  

 —

  

  

  

 (504

 )

  

  

 —

  

  

  

 —

  

  

  

 (504

 )

 

 
 Issuance of common stock from RSUs vested

  

  

 65,109

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Stock-based compensation

  

  

 —

  

  

  

 —

  

  

  

 3,404

  

  

  

 —

  

  

  

 —

  

  

  

 3,404

  

 

 
 Other comprehensive income

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 26

  

  

  

 26

  

 

 
 Net loss

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (1,484

 )

  

  

 —

  

  

  

 (1,484

 )

 

 
 Balance at March 31, 2025

  

  

 12,666,101

  

  

 $

 64

  

  

 $

 179,924

  

  

 $

 (105,782

 )

  

 $

 (362

 )

  

 $

 73,844

  

 

  
See accompanying notes to condensed consolidated financial statements.

 6

 
  

 SoundThinking, Inc.
Condensed Consolidated Statements of Cash Flows 
(In thousands) 
(Unaudited) 
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Cash flows from operating activities:

  

  

  

  

  

  

 

 
 Net loss

  

 $

 (7,005

 )

  

 $

 (1,484

 )

 

 
 Adjustments to reconcile net loss to net cash provided by (used in ) operating activities:

  

  

  

  

  

  

 

 
 Depreciation of property and equipment

  

  

 1,446

  

  

  

 1,505

  

 

 
 Amortization of intangible assets

  

  

 959

  

  

  

 965

  

 

 
 Impairment of property and equipment

  

  

 435

  

  

  

 37

  

 

 
 Stock-based compensation

  

  

 2,479

  

  

  

 3,404

  

 

 
 Deferred taxes

  

  

 27

  

  

  

 16

  

 

 
 Allowance for credit loss

  

  

 (233

 )

  

  

 50

  

 

 
 Changes in operating assets and liabilities:

  

  

  

  

  

  

 

 
 Accounts receivable and contract asset

  

  

 6,951

  

  

  

 (4,077

 )

 

 
 Prepaid expenses and other assets

  

  

 256

  

  

  

 1,412

  

 

 
 Accounts payable

  

  

 106

  

  

  

 29

  

 

 
 Accrued expenses and other liabilities

  

  

 (1,683

 )

  

  

 (3,200

 )

 

 
 Deferred revenue

  

  

 (3,531

 )

  

  

 1,202

  

 

 
 Net cash provided by (used in) operating activities

  

  

 207

  

  

  

 (141

 )

 

 
 Cash flows from investing activities:

  

  

  

  

  

  

 

 
 Purchase of property and equipment

  

  

 (1,724

 )

  

  

 (902

 )

 

 
 Investment in intangible and other assets

  

  

 —

  

  

  

 (8

 )

 

 
 Net cash used in investing activities

  

  

 (1,724

 )

  

  

 (910

 )

 

 
 Cash flows from financing activities:

  

  

  

  

  

  

 

 
 Proceeds from exercise of stock options

  

  

 6

  

  

  

 3

  

 

 
 Repurchases of common stock

  

  

 —

  

  

  

 (504

 )

 

 
 Net cash provided by (used in) financing activities

  

  

 6

  

  

  

 (501

 )

 

 
 Change in cash and cash equivalents

  

  

 (1,511

 )

  

  

 (1,552

 )

 

 
 Effect of exchange rate on cash and cash equivalents

  

  

 (44

 )

  

  

 26

  

 

 
 Cash and cash equivalents at beginning of year

  

  

 15,797

  

  

  

 13,183

  

 

 
 Cash and cash equivalents at end of period

  

 $

 14,242

  

  

 $

 11,657

  

 

 
  

  

  

  

  

  

  

 

 
 Supplemental cash flow disclosures:

  

  

  

  

  

  

 

 
 Cash paid for interest

  

 $

 57

  

  

 $

 67

  

 

 
  

  

  

  

  

  

  

 

 
 Supplemental cash flow disclosures:

  

  

  

  

  

  

 

 
 Purchases of property and equipment and intangibles included in accounts payable

  

 $

 522

  

  

 $

 323

  

 

  
See accompanying notes to condensed consolidated financial statements.

 7

 
  

 SoundThinking, Inc.
Notes to Condensed Consolidated Financial Statements
Note 1. Organization and Description of Business 
 
SoundThinking, Inc. (the “Company”) brings the power of digital transformation to law enforcement and security personnel by providing precision-policing and security solutions, combining data-driven solutions and strategic advisory services for law enforcement, security teams and civic leadership. As of March 31, 2026, the Company had approximately 313 customers and to date has worked with approximately 2,100 agencies to help drive more efficient, effective, and equitable public safety outcomes. 
The Company's SafetySmart™ platform includes six data-driven tools consisting of (i) its flagship product, ShotSpotter®, the leading outdoor gunshot detection, location and alerting system trusted by 173 cities and 21 universities and corporations as of March 31, 2026, (ii) CrimeTracer™, an agency-wide crime data and intelligence platform that enables investigators, analysts, patrol officers and command staff to search through more than one billion criminal justice records from across jurisdictions, leverage dashboards and AI-assisted tools to generate tactical leads and quickly make intelligent connections to solve crimes, (iii) CaseBuilder™, a one-stop investigative management system for tracking, reporting, and collaborating on cases, (iv) ResourceRouter™ that 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, (v) PlateRanger™ powered by Rekor®, an advanced license plate recognition (“ALPR”) and vehicle identification solution that leverages artificial intelligence (“AI”) and machine learning to enhance investigative efficiency and provide real-time data sharing for law enforcement and (vi) SafePointe™, an AI-based weapons detection system designed to provide discreet, high throughput screening that complements physical security measures without compromising visitor experience. The Company offers its solutions on a software-as-a-service subscription model to its customers. These solutions may operate independently or together as an integrated platform that connects detection, data analysis, resource deployment and case management workflows.
ShotSpotter for Campus and ShotSpotter for Corporate, are typically smaller-scale deployments of ShotSpotter vertically marketed to universities, corporate campuses, and key infrastructure centers to mitigate risk and enhance security by notifying authorities of outdoor gunfire incidents, saving critical minutes for first responders to arrive. In 2019, the Company created a technology innovation unit, SoundThinking Labs, to expand its efforts supporting innovative uses of its technology to help protect wildlife and the environment. In the first quarter of 2025, the Company rolled out a perimeter-based sniper gunshot detection solution targeting utility substations, with initial pilots aimed at utility customers, conducted through SoundThinking Labs. Additionally, the Company provides maintenance and support services and professional software development services to two customers, through sales channel intermediaries.
The Company’s principal executive offices are located in Fremont, California. The Company has six wholly owned subsidiaries.

Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited 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 unaudited 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 unaudited 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, 2025 (“Annual Report”) filed with the SEC on March 30, 2026. 
 

 8

 
  

 In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive 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 2026 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 unaudited condensed consolidated financial statements. 

Use of Estimates
The preparation of unaudited 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 and goodwill, stock-based compensation expense, customer life, revenue recognition, contingent liabilities related to legal matters, and income taxes including deferred taxes and any related valuation allowance. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations.
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 would make 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 March 31, 2026, the Company had approximately $12.7 million, $0.1 million and $2,000, deposited with the Company’s three domestic financial institutions, for which only $250,000 is insured per institution under FDIC limits.
Concentration of Accounts Receivable and Contract Assets – At March 31, 2026, the City of New York accounted for 28% of the Company’s total accounts receivable and contract assets, net. At December 31, 2025, the City of New York accounted for 33%, of the Company’s total accounts receivable and contract assets, net.
Concentration of Revenues – For the three months ended March 31, 2026, the City of New York accounted for 27% of the Company’s total revenues. For the three months ended March 31, 2025, the City of New York accounted for 37% 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 months ended March 31, 2026, 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, 2025.

 
Recent Accounting Pronouncements Adopted
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for all entities, related 

 9

 
  

 to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Effective January 1, 2026, the Company adopted ASU 2025-05 using the prospective transition method and elected the practical expedient permitted under the guidance. Adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements.
 
Recent Accounting Pronouncements Not Yet Effective 
Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement, qualitative descriptions for expense captions not specifically disaggregated quantitatively, and the total amount and definition of selling expenses for interim and annual reporting periods. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied on a retrospective or prospective basis, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. 
Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to prescriptive and sequential software development stages. An entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for the Company’s annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. 

 
Note 3. Revenue Related Disclosures 
The changes in deferred revenue were as follows (in thousands):

 
 
 
 
 
 
 
 
 
 
 

 
  

 March 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
 Beginning balance

 $

 43,880

  

  

 $

 44,234

  

 

 
    New billings

  

 19,985

  

  

  

 28,840

  

 

 
    Revenue recognized during the year from beginning balance

  

 (16,108

 )

  

  

 (14,005

 )

 

 
    Revenue recognized during the year from new billings

  

 (7,407

 )

  

  

 (13,632

 )

 

 
 Ending balance

 $

 40,350

  

  

 $

 45,437

  

 

 
The following table presents remaining performance obligations for contractually committed revenues as of March 31, 2026 (in thousands):

 
 
 
 
 
 
 
 
 

 
 Remainder of 2026

  

  

 $

 41,138

  

 

 
 2027

  

  

  

 33,170

  

 

 
 2028

  

  

  

 12,203

  

 

 
 2029

  

  

  

 4,242

  

 

 
 Thereafter

  

  

  

 2,377

  

 

 
 Total

  

  

 $

 93,130

  

 

  

 10

 
  

 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 March 31, 2026 and amounts under contract that will be invoiced after March 31, 2026. 
During the three months ended March 31, 2026, the Company recognized revenues of $23.4 million from customers in the United States, and $0.8 million from customers in the Bahamas, South Africa and South America. During the three months ended March 31, 2025, the Company recognized revenues of $27.6 million from customers in the United States, and $0.8 million from customers in the Bahamas, South Africa and South America. 
During the three months ended March 31, 2026, the Company recognized revenues of $24.0 million from monthly subscription, maintenance and support services, and $0.2 million from professional software development services. During the three months ended March 31, 2025, the Company recognized revenues of $28.0 million from monthly subscription, maintenance and support services, and $0.3 million from professional software development services. 
The Company recognized approximately $0.1 million and $3.5 million of catch-up revenue during the three months ended March 31, 2026 and 2025, respectively, based on two 3-year contract renewals with New York City Police Department.

Note 4. Fair Value Measurements 
The Company has $11.0 million and $12.0 million in a money market fund as of March 31, 2026 and December 31, 2025, respectively. The fair value measurement was classified as Level I within the fair value hierarchy as prescribed by Accounting Standards Codification 820-10-35-37 (“ASC 820, Fair Value Measurement”). 
There were no transfers into or out of Level III during the three months ended March 31, 2026.
The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, trade and other receivables, net, and accounts payable, approximate their fair value due to their short maturities. 

Note 5. Intangible Assets, Net
Intangible assets consist of the following (in thousands): 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 March 31, 2026

  

 

 
  

 Weighted-Average Amortization Period (in years)

 Gross

  

  

 Accumulated Amortization

  

  

 Net

  

 

 
 Customer relationships

 14

 $

 25,470

  

  

 $

 (8,594

 )

  

 $

 16,876

  

 

 
 Acquired software technology

 9

  

 16,340

  

  

  

 (6,050

 )

  

  

 10,290

  

 

 
 Patents and intellectual property

 3

  

 2,076

  

  

  

 (1,646

 )

  

  

 430

  

 

 
 Tradename

 9

  

 2,100

  

  

  

 (1,320

 )

  

  

 780

  

 

 
   Total intangible assets, net

  

 $

 45,986

  

  

 $

 (17,610

 )

  

 $

 28,376

  

 

  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 December 31, 2025

  

 

 
  

 Weighted-Average Amortization Period (in years)

 Gross

  

  

 Accumulated Amortization

  

  

 Net

  

 

 
 Customer relationships

 14

 $

 25,470

  

  

 $

 (8,140

 )

  

 $

 17,330

  

 

 
 Acquired software technology

 9

  

 16,340

  

  

  

 (5,622

 )

  

  

 10,718

  

 

 
 Patents and intellectual property

 3

  

 2,076

  

  

  

 (1,600

 )

  

  

 476

  

 

 
 Tradename

 9

  

 2,100

  

  

  

 (1,289

 )

  

  

 811

  

 

 
   Total intangible assets, net

  

 $

 45,986

  

  

 $

 (16,651

 )

  

 $

 29,335

  

 

 
Intangible amortization expense was approximately $1.0 million for the three months ended March 31, 2026 and 2025. 
The following table presents future intangible asset amortization as of March 31, 2026 (in thousands): 

 11

 
  

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 Remainder of 2026

  

  

  

  

  

 $

 2,865

  

 

 
 2027

  

  

  

  

  

  

 3,809

  

 

 
 2028

  

  

  

  

  

  

 3,741

  

 

 
 2029

  

  

  

  

  

  

 3,650

  

 

 
 2030

  

  

  

  

  

  

 2,775

  

 

 
 Thereafter

  

  

  

  

  

  

 11,536

  

 

 
   Total

  

  

  

  

  

 $

 28,376

  

 

 

 
Note 6. Details of Certain Condensed Consolidated Balance Sheet Accounts 
Accounts receivable and contract assets, net (in thousands):

 
 
 
 
 
 
 
 
 
 
 

 
  

 March 31,

  

  

 December 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
 Accounts receivable

 $

 17,916

  

  

 $

 23,460

  

 

 
 Contract assets

  

 4,578

  

  

  

 5,985

  

 

 
 Allowance for credit losses

  

 (642

 )

  

  

 (875

 )

 

 
  

 $

 21,852

  

  

 $

 28,570

  

 

 
Prepaid expenses and other current assets (in thousands): 

 
 
 
 
 
 
 
 
 
 
 

 
  

 March 31,

  

  

 December 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
  

  

  

  

  

  

 

 
 Deferred commissions

 $

 1,458

  

  

 $

 1,546

  

 

 
 Prepaid software and licenses

  

 1,463

  

  

  

 1,041

  

 

 
 Prepaid insurance

  

 607

  

  

  

 1,101

  

 

 
 Short-term deposits

  

 115

  

  

  

 335

  

 

 
 Other prepaid expenses

  

 495

  

  

  

 201

  

 

 
 Other

  

 —

  

  

  

 1

  

 

 
  

 $

 4,138

  

  

 $

 4,225

  

 

 
Other assets (long-term) (in thousands):

 
 
 
 
 
 
 
 
 
 
 

 
  

 March 31,

  

  

 December 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
 Deferred commissions

 $

 2,226

  

  

 $

 2,395

  

 

 
 Escrow claim

  

 357

  

  

  

 357

  

 

 
 Other

  

 141

  

  

  

 142

  

 

 
  

 $

 2,724

  

  

 $

 2,894

  

 

 
Accrued expenses and other current liabilities (in thousands): 

 
 
 
 
 
 
 
 
 
 
 

 
  

 March 31,

  

  

 December 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
 Personnel-related accruals

 $

 4,781

  

  

 $

 7,233

  

 

 
 Operating lease liabilities, current

  

 1,060

  

  

  

 1,024

  

 

 
 Professional fees

  

 208

  

  

  

 177

  

 

 
 Sales/use tax payable

  

 157

  

  

  

 137

  

 

 
 Other

  

 1,748

  

  

  

 1,007

  

 

 
 

 $

 7,954

  

  

 $

 9,578

  

 

 

 
Note 7. Related Party Transactions
During the three months ended March 31, 2026 and 2025, the Company recognized less than $0.1 million, 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. 

 12

 
  

 Note 8. Restructuring
In the first quarter of 2026, the Company implemented a reduction in force affecting approximately 15 employees to more effectively allocate its resources and to reduce operational costs.
Restructuring expense related to the workforce reduction during the three months ended March 31, 2026, amounted to $0.5 million, consisting of cash expenditures for severance and other employee separation-related costs. 
As of March 31, 2026, net restructuring liabilities totaled approximately $0.5 million and was included in accrued expenses and other current liabilities on the Company's unaudited condensed consolidated balance sheet.

Note 9. Net Loss per Share 
The computation of basic net loss per share is based on the weighted-average number of shares of common stock outstanding during each period. The computation of diluted net 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 loss per share (in thousands, except share and per share data):

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Numerator:

  

  

  

  

  

  

 

 
 Net loss

  

 $

 (7,005

 )

  

 $

 (1,484

 )

 

 
 Denominator:

  

  

  

  

  

  

 

 
 Weighted-average shares outstanding, basic and diluted

  

  

 12,857,891

  

  

  

 12,648,370

  

 

 
 Net loss per share, basic and diluted

  

 $

 (0.54

 )

  

 $

 (0.12

 )

 

 
The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive: 

 
 
 
 
 
 
 
 
 
 
 

 
  

 Three Months Ended March 31,

  

 

 
  

 2026

  

  

 2025

  

 

 
 Options to purchase common stock

  

 1,761,223

  

  

  

 1,781,372

  

 

 
 Unvested restricted stock units

  

 2,213,013

  

  

  

 2,254,315

  

 

 
 Estimated shares to be purchased under 2017 Employee Stock Purchase Plan in Q2

  

 49,338

  

  

  

 40,393

  

 

 
 Total

  

 4,023,574

  

  

  

 4,076,080

  

 

 

 

 13

 
  

 Note 10. 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 three months ended March 31, 2026 is as follows:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Number
of Options
Outstanding

  

  

 Weighted-
Average
Exercise
Price

  

  

 Weighted-
Average
Grant Date Fair Value per Option

  

  

 Aggregate Intrinsic Value Exercised (in thousands)

  

  

 Weighted-
Average
Remaining Contractual term (in years)

  

 

 
 Outstanding at December 31, 2025

  

  

 1,689,142

  

  

 $

 26.41

  

  

  

  

  

  

  

  

  

  

 

 
 Granted

  

  

 83,336

  

  

 $

 7.20

  

  

 $

 4.34

  

  

  

  

  

  

  

 

 
 Exercised

  

  

 (2,000

 )

  

 $

 3.06

  

  

  

  

  

 $

 9

  

  

  

  

 

 
 Canceled

  

  

 (9,255

 )

  

 $

 21.13

  

  

  

  

  

  

  

  

  

  

 

 
 Outstanding at March 31, 2026

  

  

 1,761,223

  

  

 $

 25.56

  

  

  

  

  

  

  

  

  

  

 

 
 Option exercisable at March