00
014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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The |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 November 10, 2023 the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
2 |
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2 |
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3 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) |
4 |
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5 |
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6 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item 3. |
31 |
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Item 4. |
31 |
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PART II. |
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Item 1 |
32 |
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Item 1A. |
32 |
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Item 2. |
62 |
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Item 6. |
62 |
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63 |
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65 |
1
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SoundThinking, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
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September 30, |
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December 31, |
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2023 |
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2022 |
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Unaudited |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable and contract assets, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Line of credit |
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— |
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Deferred revenue, short-term |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Deferred revenue, long-term |
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Deferred tax liability |
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Other liabilities |
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Total liabilities |
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Stockholders' equity |
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Preferred stock: $ |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
2
SoundThinking, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Costs |
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Cost of revenues |
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Impairment of property and equipment |
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— |
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— |
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— |
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Total costs |
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Gross profit |
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Operating expenses |
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Sales and marketing |
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Research and development |
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General and administrative |
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Change in fair value of contingent consideration |
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( |
) |
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( |
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( |
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Total operating expenses |
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Operating income (loss) |
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( |
) |
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( |
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Other income (expense), net |
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Interest income (expense), net |
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( |
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Other expense, net |
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( |
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( |
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( |
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( |
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Total other expense, net |
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( |
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( |
) |
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( |
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( |
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Income (loss) before income taxes |
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( |
) |
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( |
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Provision for income taxes |
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— |
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— |
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Net income (loss) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Net income (loss) per share, basic |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Net income (loss) per share, diluted |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Weighted-average shares used in computing net income (loss) per share, basic |
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Weighted-average shares used in computing net income (loss) per share, diluted |
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See accompanying notes to condensed consolidated financial statements.
3
SoundThinking, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net income (loss) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Other comprehensive income (loss): |
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Change in foreign currency translation adjustment, net of taxes |
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( |
) |
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( |
) |
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( |
) |
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Comprehensive income (loss) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
SoundThinking, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Par Value |
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Capital |
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Deficit |
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Income (Loss) |
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Equity |
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Balance at January 1, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2023 |
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( |
) |
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( |
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Exercise of stock options |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Issuance of common stock from ESPP purchases |
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— |
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— |
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— |
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Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance at June 30, 2023 |
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( |
) |
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( |
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Exercise of stock options |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock from acquisitions |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation gain |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance at September 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Par Value |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock from acquisition |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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||
Balance at March 31, 2022 |
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( |
) |
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( |
) |
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||||
Exercise of stock options |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
Issuance of common stock from ESPP purchases |
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||||||
Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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||
Foreign currency translation loss |
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— |
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— |
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— |
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— |
|
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|
( |
) |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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Balance at June 30, 2022 |
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( |
) |
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( |
) |
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Exercise of stock options |
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— |
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— |
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— |
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|||
Issuance of common stock from RSUs vested |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Foreign currency translation loss |
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— |
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— |
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— |
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— |
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|
( |
) |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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||
Balance at September 30, 2022 |
|
|
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|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
5
SoundThinking, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||