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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-39991
SMARTRENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
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85-4218526 |
(State or Other Jurisdiction of |
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(I.R.S. Employer Identification No.) |
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8665 E. Hartford Drive, Suite 200 Scottsdale, Arizona (Address of Principal Executive Offices) |
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85255 (Zip Code) |
(844) 479-1555
(Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value |
SMRT |
The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, a 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 |
☒ |
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2023, the last business day of its most recently completed second fiscal quarter was $680.8 million based on the closing price of the registrant's Class A Common Stock as reported by the New York Stock Exchange on that date.
As of March 1, 2024, there were 203,868,885 shares of the registrant’s Class A Common Stock outstanding, par value $0.0001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the 2024 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” Words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” “aim” and similar expressions, and the negatives of these expressions, are intended to identify forward-looking statements. Forward-looking statements appear in a number of places throughout this Report and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Forward-looking statements contained in this Report include statements about:
The foregoing list may not contain all of the forward-looking statements made in this Report.
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You should not rely on forward-looking statements as predictions of future events. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations and business strategy. We cannot assure you that the events and circumstances reflected in the forward-looking statements will occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, Item 1A "Risk Factors" and elsewhere in this Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
The forward-looking statements made in this Report relate only to events as of the date on which the statements were made. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason after the date of this Report or to conform these statements to actual results or to changes in our expectations. You should read this Report and the documents that we reference in this Report and have filed as exhibits to this Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (investors.smartrent.com), SEC filings, webcasts, press releases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors, the media and others interested in our company to review the information that we post on our investor relations website.
SmartRent, the SmartRent logo and other trade names, trademarks or service marks of SmartRent appearing in this Report are the property of SmartRent. Trade names, trademarks and service marks of other companies appearing in this Report are the property of their respective holders.
Unless the context indicates otherwise, the terms “SmartRent,” the “Company,” “we,” “us,” and “our” as used in this Report refer to SmartRent, Inc., a Delaware corporation, and its subsidiaries taken as a whole.
PART I
Item 1: Business
Our Company
We are an enterprise real estate technology company that provides a comprehensive management platform designed for property owners, managers and residents. Our suite of products and services, which includes both smart building hardware and cloud-based software-as-a-service ("SaaS") solutions, provides seamless visibility and control over real estate assets. Our platform can lower operating costs, increase revenues, mitigate operational friction and protect assets for owners and operators, while providing a differentiated, elevated living experience for residents.
Through a central connected device ("Hub Device"), we enable the integration of our platform with third-party smart devices and other technology interfaces. We use an open-architecture, brand-agnostic approach that allows owners, operators, and residents to manage their smart home systems through a single connected interface. Our solutions include smart apartments and homes, access control for buildings, common areas, and rental units, asset protection and monitoring, self-guided tours, parking management, and community and resident WiFi. We also have a professional services team that provides customers with training, installation, and support services.
We have designed our smart home operating platform to make the residential real estate industry more efficient and effective. Importantly, our enterprise software integrates into most existing property management systems used by residential property owners and operators. We believe that our customers realize several benefits from implementing our solutions, including:
• Operating Efficiency. We believe that our customers can recognize cost savings on utilities through the utilization of our solutions, including our connected smart thermostats, smart lights, and leak sensors, as well as through more efficient management of vacant rental units.
• Incremental Revenue Generation. We believe that rental owners may be able to increase, or maintain higher, rental rates (depending on the rental market and solutions offered) due to the differentiated resident experience and strong demand for smart communities.
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Additionally, we believe our solutions can increase resident retention, accelerate leasing and re-leasing activities, and provide ancillary monetization opportunities.
• Cost Reduction. We believe that owners and operators can decrease their leasing and re-leasing costs by streamlining the processes associated with touring, resident onboarding and offboarding, and customer servicing. For example, our self-guided-tour solution allows prospective residents to tour a property 24 hours a day, seven days a week, without assistance from property management staff. In addition, we expect our solutions will help to eliminate or reduce rekeying and lockout expenses and other property management redundancies.
• Asset Protection. We believe that customers utilizing our asset protection solutions, including our connected leak sensors and thermostats, may be able to realize a decrease of approximately 70% to 90% in water damage expenses and lower insurance costs.
We believe SmartRent is a category leader in the enterprise smart home solutions industry. We define Units Deployed as the aggregate number of Hub Devices that have been installed (including customer self-installations) as of a stated measurement date. As of December 31, 2023, we had 719,691 Units Deployed and 593 customers, including many of the largest multifamily residential owners in the United States (the "U.S.").
As of December 31, 2023, our customers own or operate an aggregate of approximately 7.0 million rental units. This represents approximately 16% of the U.S. market for institutionally owned multifamily rental units and single-family rental homes. In addition to multifamily residential owners, our customers include some of the largest homebuilders, single-family rental homeowners, and iBuyers in the U.S.
Our Industry, Competition and Market Opportunity
Demand for Smart Home Technology
We believe that network effects are driving demand for smart home technology and increasing the penetration of smart home technology in both the multifamily residential and single-family rental home sectors. Many residents now view smart home technology as a necessity, although relatively few communities currently offer it to residents. We expect this dynamic will drive demand for smart home technology as additional owners and operators evolve to meet this growing demand for integrated smart home solutions.
Fragmented Technology Offerings
The residential technology market remains fragmented, with offerings generally consisting of isolated point solutions and closed-architecture devices that do not integrate with one another. To assemble a complete building solution, owners and operators often need to source smart home technology from multiple vendors and point solution providers and patch their products together to create a modern building experience. Under this fragmented structure, the process to evaluate, procure, install, and service smart home technology can be expensive and time-consuming for owners and operators. With our holistic smart home operating system and in-house installation, training, and support services, we believe we offer a smart home solution that provides a full-service, end-to-end experience.
Competitive Market
Given the emerging nature of smart home technology in residential real estate, the industry is highly fragmented and there are a number of companies developing solutions that may be similar to parts of our smart home operating system. We believe our primary competitors are software companies, which have historically provided singular, point solutions to new development properties and used third-party installation services, and hardware companies, many of which have closed architectures. We believe these companies fail to provide a comprehensive solution that meets the enterprise management and security requirements of owners, operators, and residents. We expect competition to intensify in the future as the market for smart home technology in the residential real estate industry continues to mature.
Our Competitive Strengths
We have developed a scalable and operator-friendly smart home operating system that provides a comprehensive solution for the industry:
• Integrated Solution. We offer a holistic integrated solution that includes enterprise software, hardware, and resident applications.
• Hardware Agnostic. Our solutions are compatible with a wide variety of other smart devices including, among others, Google Home, Amazon Alexa, Google Assistant, Honeywell thermostats, and Yale smart locks.
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• Open Architecture. We have an open architecture that can integrate with many property management systems, including, among others, Yardi, Entrata, RealPage, and Engrain.
• Professional Services. We provide in-house professional services with employees in our implementation, installation, and support departments which allows us to maintain consistent quality and service across markets.
While several of the largest multifamily residential owners are current SmartRent customers, we believe that we have only begun to take advantage of the full market opportunity in residential and commercial real estate sectors and in domestic and international markets. For example, we have adapted our software and applications to target opportunities in other residential real estate sectors, including single-family rental homes, student housing, senior housing, and new construction homes. In addition, we believe there is significant potential for growth beyond residential real estate to other commercial real estate asset classes, including, among others, office, hotels, retail, industrial, and self-storage. Furthermore, we believe there is an attractive opportunity to expand our smart home solutions into other markets globally.
SaaS Model
We enter into binding, recurring revenue contracts with customers ranging from one month to eight years; the majority of our recurring revenue contracts range from one month to one year and our average recurring revenue contract term is 1.6 years. In 2023, approximately 29% of our customers prepaid their software contracts. We believe that our customer base is inherently sticky given the barriers to entry associated with rolling out an integrated enterprise solution across a portfolio of rental units.
Seasonality
Our business and related operating results have been, and we believe that they will continue to be, impacted by seasonal factors throughout the year. We typically experience greater demand for deployments in the Spring and Summer and lower demand in late Fall and Winter primarily due to inclement weather conditions in the Fall and Winter months.
SmartRent Solutions and Products
A SmartRent connected community is a “curb to couch” concept where an entire property utilizes a variety of our solutions and products, along with third-party smart devices and features that can be remotely managed to provide efficiency, automation, asset protection, and ancillary revenue opportunities.
SmartRent Solutions
Our fully integrated, hardware-agnostic offerings, organized as Smart Communities Solutions and Smart Operations Solutions, include the following:
Smart Communities Solutions. Smart Communities Solutions is a collection of interconnected hardware and software designed to enhance the functionality and integration of community environments. Through advanced technology, these solutions facilitate seamless connections among residents, site teams, and owners. The hardware and software components work together to streamline community management, increase convenience for residents, and provide operational flexibility for site teams and owners. This unified platform raises the standard of living and working by optimizing daily operations for greater efficiency and responsiveness to the diverse needs of all users. Offerings organized under the Smart Communities Solutions umbrella include Smart Apartments, Access Control, Community WiFi, Self-Guided Tours, Parking Management and Package Management.
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Smart Operations Solutions. Smart Operations Solutions encompasses integrated software solutions focused on centralizing community operations to improve efficiency and collaboration. This software suite is tailored to streamline management processes by consolidating various operational tasks onto a single platform. It aims to enhance productivity among site teams by providing tools that facilitate better communication, coordination, and management of community tasks. Smart Operations Solutions is designed to modernize and simplify the operational aspects of community management, making it easier for teams to deliver high-quality service and support to residents. Offerings organized under the Smart Operations Solutions umbrella include Work Management, Answer Automation, Audit Management and Inspection Management.
SmartRent Hardware
We offer a variety of in-rental unit devices that elevate the resident experience and provide multiple benefits to owners and operators. A typical SmartRent rental unit or single-family rental home is equipped with a Hub Device, smart locks, thermostat, and leak sensors. In addition, several other devices can be integrated into our smart home operating system, including smart plugs and lighting (including light bulbs, switches, and dimmers), shades, garage door controllers, video doorbells, peephole cameras, video intercoms, contact and motion sensors, and voice assistants. With our smart home operating system, residents can remotely control and manage their smart home devices and home settings through a single application. In addition, because our software is hardware agnostic, customers can choose from a wide variety of device manufacturers and use their favorite devices together in one fully integrated smart home operating system.
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The Hub Devices are a vital aspect of our smart home operating system that elevates the living experience for residents. Our Hub Devices use reliable and secure Z-Wave communication for remote control of connected devices and allow users to remotely manage multiple device settings from one application. Certain Hub Devices combine a thermostat and touchscreen panel that allows users to control all of their devices from one location. Using the touchscreen device, users can, among other things, review settings, change the temperature, and lock or unlock doors. In addition, users can download the companion mobile application to remotely control their devices, such as manage their home temperature and grant access for guests and deliveries.
We also partner with several manufacturers to offer a range of compatible hardware options for any property, including:
Environmental and Sustainability Benefits
We are facilitating a more sustainable future by helping owners, operators, and residents reduce energy consumption, meet de-carbonization goals and achieve sustainability objectives. Our solutions are designed to reduce overall energy consumption by setting limitations on vacant units, controlling ventilation, and providing automated work orders based on temperature and humidity thresholds. Our platform drives these benefits through a variety of connected devices, including smart thermostats, leak sensors, smart appliances and smart lighting. We also reduce waste through predictive maintenance tools and building software integrations. In this way, our solutions are a key tool in reducing water usage and energy consumption across entire portfolios of real estate assets.
Human Capital Management
Our employees are critical to our success. As of December 31, 2023, we had 526 total employees worldwide, all of which are full-time employees. We also engage consultants and contractors to supplement our permanent workforce. A majority of our employees are engaged in engineering, software and product development, sales, and related functions. As of December 31, 2023, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. None of our domestic or international employees are subject to a collective bargaining agreement or represented by a labor union.
We seek to foster a welcoming, inclusive work environment where employees can be themselves and do meaningful work that positively impacts our customers and communities. Our culture is supportive, engaging, and fast paced and facilitates partnerships among coworkers with diverse backgrounds and experiences. Our employees have opportunities to get involved in resource groups (e.g., Women’s Empowerment, People of Color, and PRISM) and give back to the community. We engage with our employees to gather insight, feedback, and data about their workplace experiences, and manager effectiveness. This data informs and supports our action plans, with the goal of enhancing workplace satisfaction and overall employee well-being and effectiveness.
We attract and retain talent through our employer brand initiatives, employee referral programs, and through internal career growth. Employee growth and development comes from receiving real-time, informal feedback, a formal performance review, career path transparency, and ongoing role-specific training.
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The structure of our compensation programs endeavors to give employees peace of mind when it comes to health and financial benefits so that they can focus on doing their best work. Our total rewards program enables us to retain talent, reward high-performing employees at all levels and incentivize and motivate exceptional performance. In addition to competitive base pay, we have an annual bonus program for employees at all levels and a comprehensive variable compensation program specific to our revenue organization. Both the bonus and variable compensation plans are tied directly to individual and company performance. Our competitive benefits program includes a 100% employer paid medical option for employees and dependents. Additionally, we provide dental, and vision for employees and their dependents, life insurance, flexible time off, paid parental leave, employee stock purchase plan and a 401(k) plan with a company match.
Research and Development
Our near-term product roadmap includes new leasing solutions (including an online application for the leasing process and other applications for lease signing and customer relationship management), resident experience solutions (including applications for marketplaces, amenity reservations, rent payments, and work orders), home IoT solutions (including hubless systems, smart appliances, and video and security systems), and building IoT solutions (including energy, water, and air metering). We also engage in ongoing activities in connection with enhancement of existing products, integration with new third-party products and services, and the development of internal applications to improve efficiency of our operations.
Supply Chain
Generally, our hardware device suppliers maintain a stock of devices and key components to cover any minor supply chain disruptions. Where possible we utilize multiple sourcing methods to mitigate the risk of disruption from a single supplier. However, we also rely on a number of single source and limited source suppliers for components of our solutions. Replacing any single source or limited source suppliers could require the expenditure of significant resources and time to source these products. In August 2023 the Company entered into a Product Sales Agreement (the "Agreement") with ADI Global Distribution ("ADI"), pursuant to which, ADI will serve as our non-exclusive hardware fulfillment partner. In connection with the Agreement, the Company has agreed to transfer certain of its inventory to ADI, to fulfill our sales in exchange for cash. The company will continue to utilize ADI as a strategic partner to procure inventory and meet the fulfillment needs of our customers.
Intellectual Property
We regard our intellectual property rights as critical to our success generally, with our trademarks, service marks, and domain names being especially critical to the continued development and awareness of our brands and marketing efforts. We protect our intellectual property rights through a combination of trademarks, trade dress, domain name registrations, trade secrets, and a patent, as well as through contractual restrictions and reliance on federal, state, and common law. We enter into confidentiality and proprietary rights agreements with employees, consultants, contractors, and business partners, which include invention assignment provisions for our employees and contractors. We have several registered trademarks in the U.S., as well as other trademarks globally. We have also registered a variety of domestic and international domain names, the most significant of which relate to our SmartRent brand.
Government Regulation
We and our partners are subject to various federal, state, and local regulations related to access control products, such as state and local building and fire codes, the Americans with Disabilities Act of 1990, as amended, and requirements for certifications by Underwriters Laboratories, a global independent safety science company, and the Federal Communications Commission.
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We, our customers, and our partners may be subject to numerous federal and state laws and regulations, including data breach notification laws, data privacy and security laws, and consumer protection laws and regulations (including Section 5 of the Federal Trade Commission Act of 1914 (the "FTC Act") that govern the collection, use, disclosure, and protection of personal information). Privacy and security laws, self-regulatory schemes, regulations, standards, and other obligations are constantly evolving, and may conflict with each other, which complicates compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing. For example, California has enacted the California Consumer Privacy Act of 2018 (the "CCPA") that became effective on January 1, 2020. The CCPA creates, among other things, new data privacy obligations for covered companies and provides new privacy rights to California residents, including the right to access and delete personal information, opt out of certain personal information sharing, and receive detailed information about how personal information is used. The CCPA also creates a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. Further, the California Privacy Rights Act (the "CPRA") imposes additional data protection obligations on covered companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. The CPRA also creates a new California data protection agency specifically tasked to enforce the law, which would likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security. The substantive requirements for businesses subject to the CPRA went into effect on January 1, 2023 and become enforceable on July 1, 2023. Further, according to the Federal Trade Commission (the "FTC"), violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5 of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Other regulations that may apply to us, for example, depending upon the circumstances, include the General Data Protection Regulation (GDPR) in the European Union, Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), and the Tenant Data Privacy Act (TPDA) in New York.
Corporate History
We were originally incorporated in Delaware on November 23, 2020 as Fifth Wall Acquisition Corp. I (“FWAA”), a special purpose acquisition company, formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 9, 2021, FWAA consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq Capital Market (“Nasdaq”).
On August 24, 2021, we consummated the Business Combination (as defined below) contemplated by the Merger Agreement dated April 21, 2021 (as amended, the “Merger Agreement”), among FWAA, Einstein Merger Corp. I, a wholly owned subsidiary of FWAA (“Merger Sub”), and SmartRent.com, Inc. (“Legacy SmartRent”). Upon the closing of the Business Combination, Merger Sub merged with and into Legacy SmartRent, with Legacy SmartRent continuing as the surviving company. “Business Combination” refers to these mergers, together with the other related transactions.
At the closing of the Business Combination, Legacy SmartRent changed its name to “SmartRent Technologies, Inc.” and FWAA changed its name to “SmartRent, Inc.” Additionally, we changed our trading symbol and listing on a securities exchange from “FWAA” on Nasdaq to “SMRT” on the New York Stock Exchange (“NYSE”).
SmartRent, the SmartRent logo and other trade names, trademarks or service marks of SmartRent appearing in this Report are the property of SmartRent. Trade names, trademarks and service marks of other companies appearing in this Report are the property of their respective holders.
Available Information
Our website address is www.smartrent.com. We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they have been electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”). We may announce material business and financial information using our investor relations website (investors.smartrent.com), SEC filings, webcasts, press releases, and conference calls. We use these channels to communicate with investors and the general public about our business, products and services and other important developments. We encourage you to regularly review these communication channels, including our investor relations website.
The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Information contained on or accessible through the websites listed above is not incorporated by reference nor otherwise included in this report, and any references to these websites are intended to be inactive textual references only.
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Item 1A. Risk Factors
Our business involves significant risks, some of which are described below. You should carefully consider the risks and uncertainties described below, together with all the other information in this Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes before making a decision to invest in our Class A Common Stock. The risks and uncertainties described below may not be the only ones we face. If any of the following risks actually occur, our business, reputation, financial condition, results of operations, and future prospects could be seriously harmed. In addition, you should consider the interrelationship and compounding effects of two or more risks occurring simultaneously. Unless otherwise indicated, references to our business being harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, and future prospects. In that event, the market price of our Class A Common Stock could decline, and you could lose part or all of your investment.
Risk Factor Summary
Our business operations are subject to numerous risks and uncertainties, including those outside of our control, that could cause our business to be harmed, including risks regarding the following:
Risks Related to Our Business and Industry
• We have a history of net losses and may not be able to achieve or maintain profitability in the future.
• Any delay, disruption or quality control problems experienced by our third-party suppliers, manufacturers, and partners, could cause us to lose market share and our results of operations may suffer.
• We rely on a limited number of third-party suppliers and manufacturers for our products, and a loss of any one of them could negatively affect our business.
• If we are unable to successfully manage any of our recent or future acquisitions and integrations of businesses, our results of operations may be materially and adversely affected.
• The occurrence of health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, could adversely affect our business.
Risks Related to Legal and Regulatory Matters
• We are subject to legal obligations and laws and regulations related to privacy and cybersecurity, and any actual or perceived failure to meet those obligations could harm our business.
• If there is any breach of security controls; unauthorized or inadvertent access to customer, residential, or other data; or unauthorized control or view of systems, our products and solutions may be perceived as insecure, our business may be harmed, and we may incur significant liabilities.
• Design and manufacturing defects in our products and services could subject us to personal injury, property damage, product liability, warranty, and other claims, which could adversely affect our business and result in harm to our business.
Risks Related to Ownership of Our Class A Common Stock
• If securities analysts issue unfavorable commentary about us or our industry or downgrade our Class A Common Stock, the price of our Class A Common Stock could decline.
• Our management has limited experience operating a public company.
Risks Related to Our Business and Industry
We have a history of net losses and may not be able to achieve or maintain profitability in the future.
We experienced net losses in each year since inception, including a net loss of $96.3 million for 2022 and $34.6 million for 2023. We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest significantly in our business. We expect to continue to devote significant resources to our future growth, including making meaningful investments in our customer acquisition teams, building out our technological capabilities, including internal business systems and tools, and exploring strategic acquisition opportunities.
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We may continue to incur losses and will have to generate and sustain increased revenues to achieve future profitability. Achieving profitability will require us to increase revenues, manage our cost structure, and avoid significant liabilities. Revenue growth may slow, revenues may decline or grow at a slower rate relative to increasing costs, or we may incur significant losses in the future for a number of possible reasons, including general macroeconomic conditions, decreasing demand for our products, slow down in construction, increasing competition (including competitive pricing pressures), a decrease in the growth of the markets in which we compete, and our failure to capitalize on growth opportunities. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and quality problems, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our business will be harmed and our stock price could decline.
We have limited control over our suppliers, manufacturers, and partners, which may subject us to significant risks, including the potential inability to produce, obtain or provide quality products and services on a timely basis or in sufficient quantity. If these third-party suppliers, manufacturers, and partners experience any delay, disruption or quality control problems in their operations, we could lose market share and our results of operations may suffer.
We have limited control over our suppliers, manufacturers, and partners. These suppliers, manufacturers, and partners may operate in a way which harms our business. In addition, these suppliers, manufacturers, and partners may experience delay, disruption, or lapse in the quality of their operations, which would subject us to risks, including the following:
• inability to satisfy demand for our products;
• reduced control over delivery timing and product reliability;
• reduced ability to monitor the manufacturing process and components used in our products;
• limited ability to develop comprehensive manufacturing specifications that take into account any materials or components shortages or substitutions;
• variance in the manufacturing capability of our third-party manufacturers;
• price increases;
• failure of a significant supplier, manufacturer, or partner to perform its obligations to us for technical, market, or other reasons;
• insolvency, bankruptcy or liquidation of a significant supplier, manufacturer, or partner;
• difficulties in establishing additional supplier, manufacturer, or partner relationships if we experience difficulties with our existing suppliers, manufacturers, or partners;
• shortages of materials or components;
• disagreements with suppliers, manufacturers, or logistics partners as to quality control, leading to a surplus of ineffective products;
• misappropriation of our intellectual property;
• geopolitical uncertainty and instability, such as the ongoing geopolitical tensions related to conflicts in and around Ukraine, Israel and other areas of the world, or potential conflicts in the region surrounding the Taiwan Strait, which may lead to changes in U.S. or foreign trade policies and general economic conditions that impact our business;
• foreign subsidiaries may operate in a way which harms our business including the violation of labor, environmental or other laws, or failure to follow ethical business practices;
• exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of manufacturing operations in or trade from foreign countries in which our products are manufactured or the components thereof are sourced;
• changes in local economic conditions in the jurisdictions where our suppliers, manufacturers, and partners are located;
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• the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, tariffs, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and
• insufficient warranties and indemnities on components supplied to our manufacturers or performance by our partners.
The occurrence of any of these risks, especially during periods of peak demand, could cause us to experience a significant disruption in our ability to produce and deliver our products to our customers. For example, in prior periods, the increased demand for electronics as a result of the COVID-19 pandemic, U.S. trade relations with China and certain other factors led to a global shortage of semiconductors, including Z‑wave chips, which are a central component of our Hub Devices. Due to this shortage in prior periods, we experienced Hub Device production delays, which affected our ability to meet scheduled installations and facilitate customer upgrades to our higher-margin Hub Devices. The semiconductor supply chain is complex, with capacity constraints occurring throughout. We must compete with other industries to satisfy current and near-term requirements for semiconductors, and those allocations are not within our control even though we attempt various mitigating actions. An ongoing shortage of semiconductors or other key components can disrupt our production schedule and have an adverse effect on our business, profitability and results of operations.
Certain of our products are currently subject to tariffs, changes in trade policies, additional tariffs, or labor shortages could make delivery of supplies more expensive and time consuming, leading to increased expenses and delays in shipments. These potential delays and cost increases could have an adverse effect on our business, financial condition, and operations results.
We depend on third-party suppliers and manufacturers and partners for our products and services. A loss of any of our suppliers, manufacturers, and partners could negatively affect our business.
We rely on a limited number of suppliers to manufacture and transport our products, including in some cases only a single supplier for some of our products and components. Our reliance on a limited number of manufacturers for our products increases our risks, since we do not currently have alternative or replacement manufacturers beyond these key parties. In the event of interruption from any of our manufacturers, we may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Furthermore, many of these manufacturers’ primary facilities are located in Europe or Asia. Thus, our business could be adversely affected if one or more of our suppliers is impacted by a natural disaster, geopolitical instability, such as the ongoing geopolitical tensions related to conflicts in and around Ukraine, Israel and other areas of the world, or other interruptions at a particular location.
In particular, we rely on an exclusive manufacturer of Z-wave chips, which facilitate the Z-wave communication protocol used for communication between our Hub Devices and all other smart devices. The replacement of the Z-wave communication protocol would require the replacement or modification of all of our devices, resulting in production and deployment delays, thus negatively impacting our business. We also rely exclusively on a single source to supply the main central processing unit used in our Hub Devices. A change in the central processing unit would necessitate an extensive printed circuit board redesign, also resulting in production and deployment delays.
If we experience a significant increase in demand for our products, or if we need to replace an existing supplier or partner, we may be unable to supplement or replace them on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build our products to our specifications in sufficient volume. Identifying suitable suppliers, manufacturers, and partners is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any of our significant suppliers, manufactures, or logistics partners could have an adverse effect on our business, financial condition, and operating results.
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If we are unable to develop new products and solutions, adapt to technological change, sell our products and solutions into new markets, or further penetrate our existing markets, our revenue may not grow as expected.
Our ability to increase sales will depend, in large part, on our ability to enhance and improve our products and solutions, introduce new products, solutions, software, features, or services and in a timely manner, sell into new markets and further penetrate our existing markets. The success of any enhancement or new product or solution depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new products and solutions, the ability to maintain and develop relationships with partners and vendors, the ability to attract, retain and effectively train sales and marketing personnel, the effectiveness of our marketing programs, and the ability of our products and solutions to maintain compatibility with a wide range of connected devices. Any new product or solution we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate significant revenue. Any new markets into which we attempt to sell our products and solutions, including new vertical markets (e.g., commercial office) and new countries or regions, may not be receptive. Our ability to further penetrate our existing markets depends on the quality, availability and reliability of our products and solutions and our ability to design our products and solutions to meet customer demand. Similarly, if any of our potential competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products or solutions, possibly at lower prices. Any delay or failure in the introduction of new or enhanced products or solutions could harm our business.
If the smart home technology industry does not grow as we expect, or if we cannot expand our products and solutions to meet the demands of this market, our revenue may decline, fail to grow or fail to grow at an accelerated rate, and we may incur operating losses.
The market for smart home solutions is in an early stage of development, and it is uncertain how rapidly or how consistently this market will develop and the degree to which our products and solutions will be accepted into the single-family and multifamily rental markets in which we operate. Some residents, owners, or operators may be reluctant or unwilling to use our solutions for a number of reasons, including satisfaction with traditional solutions, concerns about additional costs, concerns about data privacy, and lack of awareness of the benefits of our solutions. In addition, macroeconomic conditions (including, for example, higher interest rates or fear of recession) may cause delays or reductions in the capital expenditures by our customers. Further, new regulations may cause our customers and potential customers to redirect capital expenditures to meet the requirements of such regulations. For example, some of our customers have indicated that they are delaying the deployment of our solutions in certain communities and are directing more of their capital expenditures to solar systems to meet Environmental, Social, and Governance ("ESG") requirements - thus reducing our short-term revenue expectations. Our ability to expand the sales of our products and solutions into this market and new markets depends on several factors, including the reputation and recognition of our products and solutions, the timely completion, introduction and market acceptance of our products and solutions, the ability to attract, retain and effectively train sales and marketing personnel, the effectiveness of our marketing programs, the costs of our products and solutions and the success of our competitors. If we are unsuccessful in developing and marketing our products and solutions into new markets, or if customers do not perceive or value the benefits of our products and solutions, the market for our products and solutions might not continue to develop or might develop more slowly than we expect, either of which would harm our revenue and growth prospects.
Our operating results and financial condition may fluctuate from period to period.
Our operating results and financial condition fluctuate from quarter-to-quarter and year-to-year and are likely to continue to vary due to a number of factors, many of which will not be within our control. Both our business and the smart building technology industry are evolving rapidly, and our historical operating results may not be useful in predicting our future operating results. If our operating results do not meet the guidance that we provide to the market or the expectations of securities analysts or investors, our stock price will likely decline. Fluctuations in our operating results and financial condition may arise due to a number of factors, including:
• the proportion of our revenue attributable to SaaS, versus hardware and other revenues;
• fluctuations in demand for our platform and solutions;
• changes in our business and pricing policies or those of our competitors;
• the ability of our hardware vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands;
• the timing and success of introductions of new solutions, products or upgrades by us or our competitors;
• our ability to control costs, including our operating expenses, the costs of the hardware we purchase or manufacture, the cost of the labor required to provide our professional services and the costs required to provide subscriptions for use of the Company's software;
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• changes in business or macroeconomic conditions, including global supply chain issues, housing affordability, inflation, foreign currency exchange rate fluctuations, changing interest rates, recessionary conditions, political instability, volatility in the credit markets, regulatory requirements or market conditions in our industry;
• the ability to accurately forecast revenue;
• competition, including entry into the industry by new competitors and new offerings by existing competitors;
• our ability to successfully manage any future acquisitions and integrations of businesses;
• issues related to introductions of new or improved products, such as shortages of prior generation products or short-term decreased demand for next generation products;
• the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, introducing new solutions or paying litigation expenses;
• the ability to effectively manage growth within existing and new markets domestically and internationally;
• changes in the payment terms for our platform and solutions;
• restrictions on international trade, such as tariffs and other controls on imports or exports of goods, technology or data; and
• the impact of other events or factors, including those resulting from natural disasters, pandemics, war, including due to the war in Ukraine and Israel-Hamas conflict, acts of terrorism, or responses to these events.
Due to the foregoing factors, and the other risks discussed in this Report, you should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.
Our limited operating history, recent growth and the quickly changing markets in which we operate make evaluating our current business and future prospects difficult, which may increase the risk of investing in our Class A Common Stock.
We have experienced rapid growth since our formation. For example, our revenue in 2023 was more than 40% higher than 2022. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing markets. If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer.
Our growth has placed and may continue to place significant demands on our management, and our operational and financial infrastructure. As our operations grow in size, scope, and complexity, we will need to increase our sales and marketing efforts and add additional sales and marketing personnel and senior management in various regions worldwide and improve and upgrade our systems and infrastructure to attract, service, and retain an increasing number of customers. For example, we plan to extend our offerings to current customers by introducing new software, services, and products and may explore opportunities for international expansion. The expansion of our systems and infrastructure will require us to commit substantial financial, operational, and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Any such capital investments will increase our cost base.
Product liability, warranty, personal injury, property damage and recall claims may materially affect our financial condition and damage our reputation.
Our business exposes us to claims for product liability and warranty claims in the event our products actually or allegedly fail to perform as expected or the use of our products results, or is alleged to result, in property damage, personal injury or death. For example, in 2020 and 2021 we identified a deficiency with batteries contained in certain hardware sold which we acquired from a supplier. As of December 31, 2023 we've accrued $864,000 in hardware cost of goods sold on the Consolidated Statements of Operations related to the battery deficiencies. Although we maintain product and general liability insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all such potential claims. Because our products are installed in homes, there is an elevated risk of property damage, personal injury, or death in the event of a product malfunction, such as a smart lock failing, our Hub Device overheating or catching fire, or leak sensor defects. Any judgment or settlement for property damage, personal injury, or wrongful death could prove expensive to contest.
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We may experience legal claims in excess of our insurance coverage or claims that are not covered by insurance, either of which could adversely affect our business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against us could have a material adverse effect on our financial condition and harm our business. In addition, if any of our products or components in our products are, or are alleged to be, defective, we may be required to participate in a recall of that product or component if the defect or alleged defect relates to safety. Any such recall and other claims could be costly to us and require substantial management attention.
We may be unable to attract new customers and maintain customer satisfaction, which could have an adverse effect on our business and growth.
We have experienced significant customer growth over the past several years and now have 593 customers as of December 31, 2023. Our continued business and revenue growth are dependent on our ability to continuously attract and retain customers, and we cannot be sure that we will be successful in these efforts, or that customer retention levels will not materially decline. There are a number of factors that could lead to a decline in customer levels or that could prevent us from increasing our customer levels, including:
• our failure to introduce new features, software, products, or solutions that customers find engaging or our introduction of new products or solutions, or changes to existing products and solutions that are not favorably received;
• harm to our brand and reputation;
• pricing and perceived value of our offerings;
• our inability to deliver quality products and solutions in a timely manner;
• our customers engaging with competitive software, services, products, and solutions;
• technical or other problems preventing customers or their residents from using our products and solutions in a rapid and reliable manner or otherwise affecting the customer experience;
• deterioration of the apartment or real estate industry, including declining levels of multifamily and single-family rental buildings and reduced spending in the apartment industry;
• unsatisfactory experiences with the delivery, installation, or products or solutions; and
• deteriorating general economic conditions or a change in customer or consumer spending preferences or buying trends.
Additionally, expansion into international markets will create new challenges in attracting and retaining customers that we may not successfully address. As a result of these factors, we cannot be sure that our customer levels will be adequate to maintain or permit the expansion of our operations. A decline in customer levels and demand for our solutions from existing customers could have an adverse effect on our business, financial condition, and operating results.
Potential customer turnover in the future, or costs we incur to retain and upsell our customers, could materially and adversely affect our financial performance.
Our customers have no obligation to renew their contracts for our software services after the expiration of the initial term. Our contract terms range from one month to eight years, and our average contract term is 1.6 years. In the event that these customers do renew their contracts, they may choose to renew for fewer units, shorter contract lengths, or for less expensive subscriptions. We cannot predict the renewal rates for customers that have entered into software contracts with us.
Customer attrition, as well as reductions in the number of units for which a customer subscribes, each could have a significant impact on our results of operations, as does the cost we incur in our efforts to retain our customers and encourage them to upgrade their services and increase the number of their units that use our software, services, and products. Our attrition rate could increase in the future if customers are not satisfied with our products and solutions, the value proposition of our solutions or our ability to otherwise meet their needs and expectations. Customer attrition and reductions in the number of units may also increase due to factors beyond our control, including the failure or unwillingness of customers to pay for our products and solutions due to financial constraints and the impact of a slowing economy or higher interest rates. If a significant number of customers terminate, reduce, or fail to renew their contracts, we may be required to incur significantly higher sales and marketing expenditures than we currently anticipate in order to increase the number of new customers or to upsell existing customers, and such additional sales and marketing expenditures could harm our business.
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Our future success also depends in part on our ability to sell additional solutions to our current customers and to sell into our customers’ future projects. This may require increasingly sophisticated and more costly sales efforts, technologies, tools and a longer sales cycle. Any increase in the costs necessary to upgrade, expand and retain existing customers could materially and adversely affect our financial performance. If our efforts to sell customers additional units and, in the future, to purchase additional solutions are not successful, our business may suffer. In addition, such increased costs could cause us to increase our rates, which could increase our attrition rate.
The markets in which we participate could become more competitive as many companies, including large technology companies, managed service providers and WiFi providers, may target the markets in which we do business. If we are unable to compete effectively with these potential competitors and sustain pricing levels for our products and solutions, our revenue and profitability could be adversely affected.
The smart home technology industry in which we participate may become more competitive and competition may intensify in the future. Our ability to compete depends on a number of factors, including:
• our product and solution functionality, performance, ease of use, reliability, availability, and cost effectiveness relative to that of our competitors’ products and solutions;
• our success in utilizing new technologies to offer solutions and features previously not available in the marketplace
• our success in identifying new markets, applications and technologies such as our Community WiFi solution;
• our ability to attract and retain partners;
• our name recognition and reputation;
• our ability to recruit software engineers and sales and marketing personnel; and
• our ability to protect our intellectual property.
Customers may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. In the event a customer decides to evaluate a smart home solution, the customer may be more inclined to select one of our competitors if such competitor’s product offerings are broader or at a better price point than those that we offer.
We face, and may in the future face, competition from large technology providers, managed service providers and WiFi providers, that may have greater capital and resources than we do. Competitors that are larger in scale and have greater resources may benefit from greater economies of scale and other lower costs that permit them to offer more favorable terms to consumers (including lower service costs) than we offer, causing such consumers to choose to enter into contracts with such competitors. For instance, cable and telecommunications companies are expanding into the smart home and security industries and are bundling their existing offerings with automation and monitored security services. In some instances, it appears that certain components of such bundled offerings are significantly underpriced and, in effect, subsidized by the rates charged for the other product or services offered by these companies. These bundled pricing alternatives may influence customers’ desire to use our services at rates and fees we consider appropriate. These competitors may also benefit from greater name recognition and superior advertising, marketing, promotional and other resources. To the extent that such competitors utilize any competitive advantages in markets where our business is more highly concentrated, the negative impact on our business may increase over time. In addition to potentially reducing the number of new customers we are able to acquire, increased competition could also result in increased customer acquisition costs and higher attrition rates that would negatively impact us over time. The benefit offered to larger competitors from economies of scale and other lower costs may be magnified by an economic downturn in which customers put a greater emphasis on lower cost products or services. In addition, we face competition from regional competitors that concentrate their capital and other resources in targeting local markets.
Cable and telecommunications companies actively targeting the smart home market and large technology companies expanding into the smart home market could result in pricing pressure, a shift in customer preferences towards the services of these companies and a reduction in our market share. Continued pricing pressure from these competitors or failure to achieve pricing based on the competitive advantages previously identified above could prevent us from maintaining competitive price points for our products and services, resulting in lost subscribers or in our inability to attract new subscribers and have an adverse effect on our business, financial condition, results of operations, and cash flows.
If we are unable to sustain pricing levels for our products and solutions whether due to competitive pressure or otherwise, our gross margins could be significantly reduced. Further, our decisions around the development of new products or solutions are grounded in assumptions about eventual pricing levels. If there is price compression in the market after these decisions are made, it could have a negative effect on our business.
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If we fail to continue to develop our brand or our reputation is harmed, our business may suffer.
We believe that continuing to strengthen our current brand will be critical to achieving widespread acceptance of our products and solutions and will require continued focus on active marketing efforts. We have established a reputation and brand as a leader in the smart home technology industry and trusted technology provider. We believe our brand is important to attracting new customers and expanding across our current customer portfolios. The demand for and cost of online and traditional advertising have been increasing and may continue to increase. Accordingly, we may need to increase our investment in, and devote greater resources to, advertising, marketing, and other efforts to create and maintain brand loyalty among our customers. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brand. In addition, if we do not handle customer or resident complaints effectively, our brand and reputation may suffer, we may lose our customers’ confidence, and they may choose to terminate, reduce or not to renew their contracts. Many of our customers and their residents also participate in social media and online blogs about smart home technology solutions, including our products, and our success depends in part on our ability to minimize negative and generate positive feedback through such online channels where existing and potential customers seek and share information. If we fail to promote and maintain our brand, our business could be materially and adversely affected.
The loss of one or more key members of our management team or personnel, or our failure to attract, integrate and retain additional personnel in the future, could harm our business and negatively affect our ability to successfully grow our business.
We are highly dependent upon the continued service and performance of the key members of our management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt our operations, harm our business, and significantly delay or prevent the achievement of our business objectives. We believe that our future success will also depend in part on our continued ability to identify, hire, train, and motivate qualified personnel. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing operational, managerial and other requirements, or we may be required to pay increased compensation in order to do so. Our failure to attract, hire, integrate, and retain qualified personnel could impair our ability to achieve our business objectives.
We make estimates relating to customer demand and errors in our estimates may have negative effects on our inventory levels, revenues, and results of operations.
We have historically entered into agreements to place firm orders for products from our suppliers to ensure that we are able to meet our customers’ demands. Our sales process requires us to estimate the expected customer demand and place firm product orders accordingly. If we overestimate customer demand, we may allocate resources to products that we may not be able to sell when we expect or at all. As a result, we may have excess inventory which could increase our net losses. Conversely, if we underestimate customer demand, we may lose revenue opportunities and market share and may damage our customer relationships.
We rely on assumptions and estimates to calculate certain of our key operating metrics, and real or perceived inaccuracies in such metrics could adversely affect our reputation and our business.
We rely on assumptions and estimates to calculate certain of our key operating metrics, such as Units Deployed and New Units Deployed, Units Booked, and ARR. Our key operating metrics are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, our key operating metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology. The numbers that we use to calculate Units Deployed and New Units Deployed, Units Booked, and ARR are based on internal data. While these numbers are based on what we believe to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage. We regularly review and may adjust our processes for calculating our internal metrics to improve their accuracy. If investors or analysts do not perceive our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, our business would be harmed.
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Our ability to use net operating loss carryforwards may be subject to limitations.
As of December 31, 2023, we had approximately $204.6 million of gross federal net operating loss carryforwards available to reduce future taxable income. Realization of any tax benefit from our carryforwards is dependent on our ability to generate future taxable income and the absence of certain “ownership changes.” An “ownership change,” as defined in the applicable federal income tax rules, could place significant limitations, on an annual basis, on the amount of our future taxable income that may be offset by our carryforwards. Such limitations could effectively eliminate our ability to utilize a substantial portion of our carryforwards. We have not conducted a study to determine whether an “ownership change” has occurred since December 31, 2021 or if (i) the Business Combination resulted in an “ownership change,” (ii) we have incurred one or more “ownership changes,” or (iii) the issuance of shares of our Class A Common Stock resulted in an “ownership change.” Other issuances of shares of our Class A Common Stock which could cause an “ownership change” include the issuance of shares of common stock upon future conversion or exercise of outstanding options and warrants or future common stock offerings. If we have experienced or do experience an ownership change at any time since our formation, use of our net operating loss carryforwards and any other tax attribute carryforwards we may have (e.g., carryforwards of general business credits) would be subject to an annual limitation under Section 382 or 383 of the Internal Revenue Code of 1986, as amended, or the Code. Such a limitation would be determined by first multiplying the value of our outstanding shares at the time of the ownership change by the applicable long-term, tax-exempt rate. The applicable long-term tax-exempt rate for ownership changes occurring during the month of March 2022 and August 2021 were 1.63% and 1.58%, respectively. In addition, the Code and related regulations allow the annual limitation to be increased by certain adjustments, which, for us, would primarily relate to certain built-in gains on appreciated assets during the five-year recognition period beginning on the ownership change date.
Interruptions to, or other problems with, our website and interactive user interface, information technology systems, manufacturing processes or other operations could damage our reputation and brand and substantially harm our business.
Our operations substantially rely on Amazon Web Services ("AWS") for the provision of hosting services for our websites, the operational infrastructure supporting our products and certain managerial, customer service, sales, and marketing tools. Although a considerable portion of our operations and services are concentrated within a single AWS region, this does not encompass all our applications, with some operating beyond this regional constraint. This reliance on AWS's infrastructure and service capabilities subjects a significant segment of our operational capacity to the potential for service interruptions, data security vulnerabilities, regulatory compliance challenges, and unforeseen cost escalations inherent in cloud-based service models. To date, we have not implemented alternative hosting solutions or established comprehensive redundancy strategies across multiple cloud regions, which may limit our ability to effectively mitigate these risks. The continuity and performance of AWS services are critical to maintaining our operational functions. Any lapses in AWS service levels or infrastructure issues have the potential to materially impact our ability to address and remediate operational disruptions in a timely manner. Such dependencies introduce risks that are largely outside our direct control and could adversely affect our operational continuity and financial performance. We have scripted parts of our operational infrastructure for efficiency reasons; this delivery allows us to decrease the time needed to deliver a new operational infrastructure in a new AWS region during a disaster. While this increase in operational infrastructure automation generally makes our services more reliable and robust, if portions of this automation or scripting were to fail, it could increase the disruption time.
The satisfactory performance, reliability, consistency, security and availability of our website and interactive user interface, information technology systems, manufacturing processes and other operations are critical to our reputation and brand, and to our ability to effectively provide our smart home services to customers and their residents. Any interruptions or other problems that cause our website, interactive user interface or information technology systems to malfunction or be unavailable may damage our reputation and brand, result in lost revenue, cause us to incur significant costs seeking to remedy the problem, and otherwise substantially harm our business. A number of factors or events could cause such interruptions or problems, including among others, human and software errors, design faults, challenges associated with upgrades, changes or new facets of our business, power loss, telecommunication failures, fire, flood, extreme weather, political instability, acts of terrorism, war, break-ins and security breaches, contract disputes, labor strikes and other workforce-related issues, and other similar events. These risks are augmented by the fact that our customers and their residents use our products and solutions to operate their lights, locks, HVAC controls and other aspects of their living spaces.
Moreover, the business interruption insurance that we carry may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our product lines as a result of system failures.
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We may expand through acquisitions of, or investments in, other companies, each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our business.
Our business strategy may, from time to time, include acquiring or investing in complementary services, technologies or businesses. On December 31, 2021, we purchased all of the outstanding equity interests of iQuue LLC ("iQuue"), and on March 21, 2022, we purchased all of the outstanding equity interests of SightPlan Holdings, Inc. ("SightPlan"). We cannot assure you that we will successfully identify suitable acquisition candidates, integrate or manage disparate technologies, lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company. Any such acquisition or investment could materially and adversely affect our results of operations. Acquisitions and other strategic investments involve significant risks and uncertainties, including:
• the potential failure to achieve the expected benefits of the combination or acquisition;
• unanticipated costs and liabilities;
• difficulties in integrating new products, solutions, software, features, services, businesses, operations and technology infrastructure in an efficient and effective manner;
• the potential loss of key employees of the acquired businesses;
• difficulties in maintaining customer relations;
• the diversion of the attention of our senior management from the operation of our daily business;
• the potential adverse effect on our cash position to the extent that we use cash for the purchase price or for unanticipated costs and liabilities;
• the potential significant increase of our interest expense, leverage, and debt service requirements if we incur debt to pay for an acquisition;
• the potential issuance of securities that would dilute our stockholders’ percentage ownership;
• the potential to incur large and immediate write-offs and restructuring and other related expenses; and
• the inability to maintain uniform standards, controls, policies and procedures.
Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition or investment. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as on our revenues, gross margins and expenses.
We may require additional capital to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances. If capital is not available to us, our business, results of operations, and financial condition may be adversely affected.
To date, our operations and capital expenditures have been primarily funded by the net proceeds we received through the private issuance of our convertible SmartRent preferred stock, the net proceeds received as a result of the Business Combination, and payments collected from sales to our customers. We may require additional capital to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances, including the need to develop new products or software or enhance our existing products and software, enhance our operating infrastructure, and acquire complementary businesses and technologies.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them on terms, including interest rates, that are acceptable to us, or at all.
Any debt financing that we secure in the future could involve restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, the restrictive covenants in credit facilities we may secure in the future may restrict us from being able to conduct our operations in a manner required for our business and may restrict our growth, which could have an adverse effect on our business, financial condition, or results of operations.
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We cannot assure you that we will be able to comply with any such restrictive covenants. In the event that we are unable to comply with these covenants in the future, we would seek an amendment or waiver of the covenants. We cannot assure you that any such waiver or amendment would be granted. In such an event, we may be required to repay any or all of our existing borrowings, and we cannot assure you that we will be able to borrow under our existing credit agreements, or obtain alternative funding arrangements on commercially reasonable terms, or at all.
In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. Any future issuances of equity or convertible debt securities could result in significant dilution to our existing stockholders, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition, and prospects could be materially and adversely affected.
Failure to adequately protect our intellectual property, technology, processes and confidential information could reduce our competitiveness and harm our business.
Our intellectual property, including our trademarks, copyrights, trade secrets and other rights, constitutes a significant part of our value. Our success depends, in part, on our ability to protect our technology, brands, processes and other intellectual property against dilution, infringement, misappropriation and competitive pressure by defending our intellectual property rights. To protect our intellectual property rights, we rely on a combination of trademark, copyright and trade secret laws of the U.S. and a combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection.
We own one issued U.S. patent, have three pending U.S. patent applications, and three pending provisional patent applications that relate to smart home, security and wireless Internet technologies utilized in our business. We may file additional patent applications in the future in the U.S. and internationally. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention.
If we fail to adequately protect or assert our intellectual property rights, competitors may dilute our brands or manufacture and market similar products, solutions, software, services, or convert our customers, which could adversely affect our market share and results of operations. Our competitors may challenge, invalidate or avoid the application of our existing or future intellectual property rights that we obtain or license. The loss of protection for our intellectual property rights could reduce the market value of our brands and our products and solutions, reduce new customer originations or upgrade sales to existing customers, lower our profits, and could have a material adverse effect on our business, financial condition, cash flows, or results of operations.
Our policy is to require our employees that were hired and contractors that were engaged to develop material intellectual property included in our products to execute written agreements in which they assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants and service providers, their engagement to develop such intellectual property), but we cannot assure you that we have adequately protected our rights in every such agreement or that we have executed an agreement with every such party. Finally, in order to benefit from the protection of intellectual property rights, we must monitor and detect infringement, misappropriation or other violations of our intellectual property rights and pursue infringement, misappropriation or other claims in certain circumstances in relevant jurisdictions, all of which are costly and time-consuming. As a result, we may not be able to obtain adequate protection or to effectively enforce our intellectual property rights.
In addition to registered trademarks, we rely on trade secret rights, copyrights and other rights to protect our unpatented intellectual property and technology. Despite our efforts to protect our technologies and our intellectual property rights, unauthorized parties, including our employees, consultants, service providers, or subscribers may attempt to copy aspects of our products or obtain and use our trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees and third parties that have access to our material confidential information, and generally limit access to and distribution of our information and technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology, could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our products and solutions, and may not provide an adequate remedy in the event of unauthorized use or disclosure. We cannot assure you that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual property rights. Competitors may independently develop technologies, products, or solutions that are substantially equivalent or superior to our products and solutions or that inappropriately incorporate our technology into their products or they may hire our former employees who may misappropriate our technology or misuse our confidential information. In addition, if we expand the geography of our service offerings, the laws of some foreign countries where we may do business in the future may not protect intellectual property rights and technology to the same extent as the laws of the U.S., and these countries may not enforce these laws as diligently as government agencies and private parties in the U.S.
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From time to time, legal action by us may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others, or to defend against claims of infringement, misappropriation, or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our intellectual property and technology, we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create the innovative products that have enabled us to be successful to date.
Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.
There has been substantial litigation in the smart home technology industry regarding intellectual property rights and we may be sued for infringement from time to time in the future. Also, in some instances, we have agreed to indemnify our customers for expenses and liability resulting from claimed intellectual property infringement by our products and solutions. From time to time, we may receive requests for indemnification in connection with allegations of intellectual property infringement and we may choose, or be required, to assume the defense and/or reimburse our customers for their expenses, settlement and/or liability. We cannot assure you that we will be able to settle any future claims or, if we are able to settle any such claims, that the settlement will be on terms favorable to us. As we continue to expand our hardware and software technology offerings, the likelihood that third parties will claim that we, or our customers, infringe their intellectual property rights may increase.
We have in the past received, and may in the future receive, notices of allegations of infringement, misappropriation or misuse of other parties’ proprietary rights. Furthermore, regardless of their merits, accusations and lawsuits like these, may require significant time and expense to defend, may negatively affect customer relationships, may divert management’s attention away from other aspects of our operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Certain technology necessary for us to provide our products and solutions may, in fact, be patented by other parties either now or in the future. If such technology were validly patented by another person, we would have to negotiate a license for the use of that technology. We may not be able to negotiate such a license at a price that is acceptable to us or at all. The existence of such a patent, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using the technology and cease offering subscriptions incorporating the technology, which could materially and adversely affect our business and results of operations.
If we, or any of our products or solutions, were found to be infringing on the intellectual property rights of any third party, we could be subject to liability for such infringement, which could be material. We could also be prohibited from using or selling certain subscriptions, prohibited from using certain processes, or required to redesign certain products, each of which could have a material adverse effect on our business and results of operations.
These and other outcomes may:
• result in the loss of a substantial number of existing customers or prohibit the acquisition of new customers;
• cause us to pay license fees for intellectual property we are deemed to have infringed;
• cause us to incur costs and devote valuable technical resources to redesigning our products or solutions;
• cause our cost of revenues to increase;
• cause us to accelerate expenditures to preserve existing revenues;
• materially and adversely affect our brand in the marketplace and cause a substantial loss of goodwill;
• cause us to change our business methods; and
• require us to cease certain business operations or offering certain products or features.
Some of our products and solutions contain open-source software, which may pose particular risks to our software, technologies, products, and solutions in a manner that could harm our business.
We use open-source software in our products and solutions and anticipate using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost. The terms of many open-source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services.
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Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software, which could include our source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful.
Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have processes to help alleviate these risks, including a review process for screening change requests from our developers, but we cannot be sure that all open-source software is identified or submitted for approval prior to use in our products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have an adverse effect on our business, financial condition, and operating results.
Downturns in or uncertainties about general economic and market conditions and reductions in spending may reduce demand for our products and solutions, which could harm our business.
Our revenue, results of operations and cash flows depend on the overall demand for our products and solutions. Adverse macroeconomic conditions, including inflation, slower growth or recession, barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, currency fluctuations, regulatory requirements and other events beyond our control, such as economic sanctions, natural disasters, pandemics, including the COVID-19 pandemic, epidemics, political instability, armed conflicts and wars, including the Russia-Ukraine war and Israel-Hamas war, can materially adversely affect demand for our products and solutions. In addition, consumer spending and activities can be materially adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, energy shortages and cost increases, labor and healthcare costs and other economic factors, all of which may have a negative effect on our business and results of operations.
Additionally, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers, manufacturers, logistics providers, distributors, and other partners. Potential effects on our suppliers and partners include financial instability, inability to obtain credit to finance operations, and insolvency. A downturn in the economic environment can also lead to increased credit and collectability risk on our trade receivables, the failure of derivative counterparties and other financial institutions, limitations on our ability to issue new debt, reduced liquidity, and declines in the fair value of our financial instruments. These and other economic factors can materially adversely affect our business, results of operations, financial condition and stock price.
During weak or uncertain economic times, the available pool of potential customers and the amount of capital expenditures that our existing customers deploy may decline as the prospects for residential building renovation projects and new multifamily apartment and single-family rental construction diminish, which may have a corresponding impact on our growth prospects. In addition, there is an increased risk during these periods that an increased percentage of property developers will file for bankruptcy protection, which may harm our business. In addition, we may determine that the cost of pursuing any claim may outweigh the recovery potential of such claim. Prolonged economic slowdowns and reductions in renovation projects and new residential and commercial building construction have resulted and may continue to result in diminished sales of our software, services and products. Further worsening, broadening or protracted extension of an economic downturn could have a negative impact on our business, revenue, results of operations and cash flows. Additionally, regulatory requirements may cause our customers to decrease the amount of capital expenditure directed to purchase our products and solutions. For example, some of our customers have indicated that they are delaying the deployment of our solutions in certain communities and are directing more of their capital expenditures budget to purchase solar systems to meet ESG requirements - thus having an adverse impact on our short-term revenue expectations.
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Uncertain commercial banking conditions could materially adversely affect our results of operations and financial condition.
Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which may in turn effect our financial condition. For example, we have a banking relationship with Silicon Valley Bank ("SVB") and also are a party with SVB to the $75,000 Senior Revolving facility with a five-year term (the "Senior Revolving Facility"). On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the U.S. Treasury, Federal Reserve, and the FDIC announced that SVB depositors would have access to all of their money starting March 13, 2023. SVB’s closure did not have a material impact on our operations, and we did not experience any losses.
Although we assess our banking relationships as we believe necessary or appropriate, our access to cash in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect the financial institutions with which we have banking relationships, and in turn, us. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could also include factors involving financial markets or the financial services industry generally. The results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our current and projected business operations and our financial condition and results of operations.
Insurance policies may not cover all of our operating risks and a casualty loss beyond the limits of our coverage could negatively impact our business.
We are subject to all of the operating hazards, such as damaged or stolen inventory, and risks normally incidental to the provision of our products and solutions and business operations. In addition to contractual provisions limiting our liability to customers and third parties, we maintain insurance policies in such amounts and with such coverage and deductibles as required by law and that we believe are reasonable and prudent. Nevertheless, such insurance may not be adequate to protect us from all the liabilities and expenses that may arise from claims for personal injury, death, or property damage arising in the ordinary course of our business and current levels of insurance may not be able to be maintained or may not be available at economical prices. If a significant liability claim is brought against us that is not covered by insurance, then we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition, cash flows or results of operations.
Changes in effective tax rates, or adverse outcomes resulting from examination of our income or other tax returns, could adversely affect our results of operations and financial condition.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
• changes in the valuation of our deferred tax assets and liabilities;
• expiration or non-utilization of net operating loss carryforwards;
• tax effects of share-based compensation;
• expansion into new jurisdictions;
• potential challenges to and costs related to implementation and ongoing operation of our intercompany arrangements;
• increases in U.S. state or federal statutory tax rates on corporate income;
• changes in tax laws and regulations and accounting principles, or interpretations or applications thereof; and
• certain non-deductible expenses as a result of acquisitions.
Any changes in our effective tax rate could adversely affect our results of operations.
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Our business is subject to the risk of earthquakes, fires, power outages, floods, pandemics and other health events and other catastrophic events, and to interruption by manmade problems such as terrorism.
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. The third-party systems and operations and manufacturers we rely on are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on our business, financial condition and operating results, and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, or geopolitical unrest or armed conflict, such as the war in Ukraine and the Israel-Hamas conflict, could also cause disruptions in our or our suppliers’ and manufacturers’ businesses or the economy as a whole. Our suppliers and manufacturers in China may be reactive to pandemics and other health events, resulting in restrictions on shipping or manufacturing. If our suppliers or manufacturers are impacted by such events, it could adversely affect our ability to manufacture product and meet demand. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting locations that store significant inventory of our products or that house our servers. As we rely heavily on our computer and communications systems, and the internet to conduct our business and provide high-quality customer service, these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ and manufacturers’ businesses, which could have an adverse effect on our business, financial condition, and operating results.
Risks Related to Legal and Regulatory Matters
We collect, store, use, and otherwise process personal information of our customers and their residents, and of our employees, service providers, and others, which subjects us to laws, regulations, and legal and contractual obligations related to privacy, data protection, and cybersecurity, and any actual or perceived failure to meet those obligations could harm our business.
We collect, store, use, and otherwise process a wide variety of data from current and prospective customers and their residents, including personal information, such as home addresses and geolocation. Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’ personal information. The scope of laws and regulations relating to privacy and cybersecurity is rapidly changing. We also maintain privacy policies and other notices, and are subject to contractual obligations to third parties, related to privacy, data protection, and cybersecurity. We strive to comply with applicable laws, regulations, policies, and other legal obligations relating to privacy, data protection, and cybersecurity. However, the regulatory framework for privacy, data protection, and information security is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and cybersecurity proposed and enacted in various jurisdictions. Various states throughout the U.S. are increasingly adopting or revising privacy, information security, and data protection laws and regulations that could have a significant impact on our current and planned privacy, data protection, and cybersecurity-related practices, our collection, use, sharing, retention, safeguarding, and processing of customer, consumer, resident, employee, or any other third-party information we receive, and some of our current or planned business activities. For example, California enacted the CCPA, which affords California resident consumers expanded privacy protections and control over the collection, use and sharing of their personal information. The CCPA went into effect on January 1, 2020 and gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA also provides for a private right of action for data breaches that may increase data breach litigation. The CPRA, which significantly amends the CCPA, was adopted by California voters in 2020. The CPRA imposes additional privacy obligations on covered companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It also creates a new California agency specifically tasked to enforce the law, which would likely result in increased regulatory scrutiny of California businesses in the areas of privacy and cybersecurity. The CPRA’s primary substantive requirements went into effect on January 1, 2023. Following enactment of the CCPA, many other states have adopted or considered privacy legislation, many of which are comprehensive laws similar to the CCPA and CPRA. For example, Virginia, Colorado, Utah, and Connecticut have adopted such legislation that became effective in 2023, Texas, Montana, Oregon, and Florida have adopted such legislation that will become effective in 2024, Delaware, Iowa, and Tennessee have adopted such legislation that will become effective in 2025, and Indiana has adopted such legislation that will become effective in 2026. Broad federal privacy legislation has also been proposed. These and other new and evolving laws and regulations relating to privacy in the U.S. could increase our potential liability and adversely affect our business.
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Additionally, interpretations of federal and state consumer protection laws relating to online collection, use, dissemination, security, and other processing of personal information adopted by the FTC, state attorneys general, private plaintiffs, and courts have evolved, and may continue to evolve, over time. For example, consumer protection laws require us to publish statements that describe how we handle personal information and related choices individuals may have. If such information that we publish is considered untrue or deceptive, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce, thus violating the FTC Act.
With data privacy and security laws and regulations imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so. Any failure or perceived failure by us to comply with our privacy policies, our obligations to our customers, or any of our other actual or asserted legal or contractual obligations relating to privacy, data protection, or security may result in governmental investigations or enforcement actions, claims, demands, and litigation by private parties, claims or public statements against us by consumer advocacy groups or others, and could result in significant fines, penalties, and other liabilities, loss of relationships with key third parties, or cause our customers to lose trust in us, which could lead to a loss of customers and difficulties attracting new customers, all of which could have an adverse effect on our reputation, business, financial condition, and operating results.
Furthermore, we may be required to disclose personal data pursuant to demands from individuals, privacy advocates, regulators, government agencies, and law enforcement agencies in various jurisdictions with conflicting privacy and security laws. This disclosure or refusal to disclose personal data may result in a breach of privacy and data protection policies, notices, laws, rules, court orders, and regulations and could result in proceedings or actions against us in the same or other jurisdictions, damage to our reputation and brand, and inability to provide our products and services to customers in certain jurisdictions. Additionally, changes in the laws and regulations that govern our collection, use, and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data, could limit our marketing activities, and have an adverse effect on our business, financial condition, and operating results.
If there is any breach of security controls or any security incident, any unauthorized or inadvertent access to customer, residential, or other data, or any unauthorized control or view of systems, our products and solutions may be perceived as insecure, our business may be harmed, and we may incur significant liabilities.
Use of our solutions involves the storage, transmission, and processing of personal, payment, credit, and other confidential and private information of our customers and their residents, and may in certain cases permit access to our customers’ vacant and rented property or help secure them. We also maintain and process confidential information in our business, including our employees’ and contractors’ personal information and confidential business information. We rely on our own and commercially available systems, software, tools and monitoring to protect against unauthorized use of or access to the information we process and maintain. Our solutions and the networks and information systems we utilize in our business are at risk for security breaches and incidents as a result of third-party action, employee or partner error, malfeasance, or other factors. We have enabled certain employees to work remotely which may make us more vulnerable to cyber-attacks and may create operational or other challenges, any of which could result in disruption or harm to our systems and harm to our business. We also continue to incorporate artificial intelligence (“AI”) technologies into our solutions and otherwise in our business, which may result in security incidents or otherwise increase cybersecurity risks. Further, AI technologies may be used in connection with certain cybersecurity attacks, resulting in heightened risks of security breaches and incidents. Although we have taken precautionary measures to prepare for these threats and challenges, there is no guarantee that our precautions will fully protect our systems or the data maintained or otherwise processed in our business.
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Although we have established security procedures designed to protect customers and their resident information, our or our partners’ security and testing measures may not prevent security breaches or incidents. Further, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security, or other developments may result in a compromise or breach of the technology we use to protect customer data, and may result in a security breach or incident. Any compromise of our security, any security breach or incident, or any breach of our customers’ or their residents’ privacy could harm our reputation or financial condition and, therefore, our business. Criminals and other nefarious actors are using increasingly sophisticated methods, including cyber-attacks, phishing and other forms of social engineering, and other illicit acts to capture, access, or alter various types of information, to engage in illegal activities such as fraud and identity theft, and to expose and exploit potential security and privacy vulnerabilities in corporate systems and websites. Unauthorized intrusion into the portions of our systems and networks and data storage devices that store or otherwise process customer and resident confidential and private information, the loss, corruption, or unavailability of such information or the deployment of ransomware or other malware, or other harmful code, to our services or our networks or systems may result in negative consequences, including the actual or alleged malfunction of our products, software, or services. In addition, third parties, including our third-party partners and other third parties upon which we rely, could also be sources of security risks to us in the event of a failure of their own security systems and infrastructure. We engage third-party service providers to store and otherwise process some of our and our customers’ or their residents’ data, including personal, confidential, sensitive, and other information relating to individuals, and for other purposes. Our service providers and other third parties upon which we rely have been the targets of cyber-attacks in the past, and may be the targets of cyber-attacks and other malicious activity. Security breaches, incidents, and other disruptions impacting these providers may impact their ability to provide services to us, or may otherwise impact our relationships with them. The threats we, our third-party partners, and other third parties on which we rely face continue to evolve and are difficult to predict due to advances in computer capabilities, new discoveries in the field of cryptography, and new and sophisticated methods used by criminals. There can be no assurances that our or any third-party defensive measures will prevent cyber-attacks or that we or they will detect network or system intrusions or other breaches or incidents on a timely basis or at all. We cannot be certain that we will not suffer a compromise or breach of, or incident impacting, the technology protecting the systems or networks that house or access our software, services and products or on which we or our partners or other third parties on which we rely store or otherwise process personal information or other sensitive information or data, any similar security incident, or that any such breach or other incident will not be believed or reported to have occurred. Any such actual or perceived compromises of or breaches to systems or other security incidents, or unauthorized access to, or unauthorized loss, unavailability, corruption, or other unauthorized use or processing of our customers’ data, products, software or services, or acquisition or loss of data, whether suffered by us, our partners or other third parties, whether as a result of employee error or malfeasance or otherwise, could harm our business. They could, for example, cause system disruptions and unavailability, and other interruptions in our operations, unauthorized loss, corruption, unavailability, or other processing of data, loss of confidence in our products and solutions and damage to our reputation, and could limit the adoption of our products and solutions. They could also subject us to costs, regulatory investigations and other proceedings, fines, penalties, and orders, claims and litigation, contract damages, indemnity demands, and other liabilities, and materially and adversely affect our customer base, sales, revenues, and profits. Any of these could, in turn, have a material adverse impact on our business, financial condition, cash flows, or results of operations. Any such event, including any event resulting in unauthorized access to or loss, corruption, unavailability, misuse, or other unauthorized processing of any data subject to laws, regulations, or other actual or asserted obligations relating to privacy, data protection, or cybersecurity, then we could be subject to substantial fines by U.S. federal and state authorities, foreign data privacy authorities around the world and private claims by companies or individuals. A cyber-attack may cause additional costs, such as investigative and remediation costs, legal fees, and the costs of any additional fraud detection activities required by law, a court, or a third party. Any actual, potential or anticipated cyberattacks or other sources of security breaches or incidents also may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Depending on the nature of the information compromised, in the event of a security breach or incident or other unauthorized access to or processing of our customer data, we may also have obligations to notify individuals, data owner, or customers about the incident and we may need to provide some form of remedy to such customers or their residents, such as a subscription to a credit monitoring service for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises, or is believed to have compromised, customer data or other personal information. Additionally, some of our customer contracts require us to indemnify customers from damages they may incur as a result of a breach of our systems. There can be no assurance that the limitation of liability provisions in our contracts would be enforceable or would otherwise protect us from any such liabilities or damages with respect to any particular claim. Further, if a high-profile security breach or incident occurs with respect to another provider of smart home solutions, our customers and potential customers or their residents may lose trust in the security of our products and solutions or in the smart home technology industry generally, which could adversely impact our ability to retain existing customers or attract new ones. Even in the absence of any security breach or incident, customer concerns about security, privacy or data protection may deter them from using our products and solutions.
Our insurance policies covering errors and omissions and certain security and privacy damages and claim expenses may not be sufficient to compensate for all potential liability. Although we maintain cyber liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.
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If we are unable to successfully implement AI to our SmartRent Solutions, our business could be harmed.
We have incorporated and may continue to incorporate additional AI technology into certain of our SmartRent Solutions, and AI technology may become more important to our operations or to our future growth over time. We expect to rely on AI to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI technology or at all. We may also fail to properly implement or market our use of AI technology. Our competitors or other third parties may incorporate AI technology into their products, offerings, and solutions more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, our use of AI technology may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if the outputs that our AI technology assists in producing are or are alleged to be deficient, inaccurate, or biased, or if such outputs or their development or deployment, including the collection, use, or other processing of data used to train or create such AI technology, are held or alleged to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, our business, operating results, financial condition, and growth prospects could be adversely affected. The legal, regulatory, and policy environments around AI technology are evolving rapidly, and we may become subject to new and evolving legal and other obligations. These and other developments may require us to make significant changes to our use of AI technology, including by limiting or restricting our use of AI technology, and which may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources, the use of AI technology also presents emerging ethical issues that could harm our reputation and business if our use of AI technology becomes controversial.
Our products and solutions may be affected from time to time by design and manufacturing defects that could subject us to personal injury, property damage, product liability, warranty, and other claims, which could adversely affect our business and result in harm to our reputation.
We offer complex solutions involving advanced software and web-based interactive user interfaces and hardware products and services that can be affected by design and manufacturing defects. Sophisticated software, applications, and web-based interactive user interfaces, such as those offered by us, have issues that can unexpectedly interfere with the intended operation of hardware or software products. We manufacture Hub Devices, some of which include thermostat functionality, and sensors, which may be impacted by manufacturing defects. Defects may also exist in components and products that we source from third parties. Any such defects could cause our products and solutions to create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns, or errors that affect our software, applications, and web-based interactive user interfaces. As a result, our solutions may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in the hardware, software, and services we offer as part of our products and solutions. Failure to do so could result in widespread technical and performance issues affecting our products and solutions and could lead to claims against us. We maintain general liability insurance; however, design and manufacturing defects, and claims related thereto, may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend any large claim, maintain our general liability insurance on acceptable terms, or maintain adequate coverage against potential claims, our financial results could be adversely impacted. Further, given that our customers deploy our products and solutions to provide a safe and secure living space to their residents, quality problems could subject us to substantial liability, adversely affect the experience for users of our products and solutions and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for our products and solutions, delay in new product and solution introductions, higher costs and lost revenue. For example, in 2020 and 2021 we identified a deficiency with batteries contained in certain hardware sold which we acquired from a supplier. As of December 31, 2023 we've accrued $864,000 in hardware cost of goods sold on the Consolidated Statements of Operations related to the battery deficiencies.
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The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain senior management and qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE, and other applicable securities rules and regulations. Compliance with these rules and regulations has increased our legal and financial compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage additional outside consultants, which will increase our costs and expenses. As a result, management’s attention may be diverted from other business concerns, which could harm our business.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Our failure to comply with these laws, regulations and standards could materially and adversely affect our business and results of operations.
However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we have the ability to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, exemption from the requirement to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding stockholder advisory votes on executive compensation. We will take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Additionally, we are choosing to take advantage of the extended transition period for complying with new or revised accounting standards under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that have adopted the new or revised accounting standards. If investors find our Class A Common Stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile or decrease.
We will cease to be an “emerging growth company” upon the earliest of (i) the first fiscal year following the fifth anniversary of the initial public offering by FWAA (the "FWAA IPO"), which closed on February 9, 2021, (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year.
New rules and regulations applicable to public companies may also make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of the Company's Board of Directors ("Board"), particularly to serve on our audit committee and compensation committee, and qualified executive officers.
As a result of disclosure of information in this Report and in filings required of a public company, our business and financial condition is more visible, which may result in more litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be materially and adversely affected, even if the claims do not result in litigation or are resolved in our favor. These claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially and adversely affect our business and results of operations.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud and the trading price of our stock could be negatively affected.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.
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Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. For instance, we have in the past identified material weaknesses in our internal control over financial reporting related to the lack of adequate review of certain journal entries prior to their posting to the general ledger, and the need to provide formal controls over our information technology. Although such material weaknesses were fully remediated as of December 31, 2022, there can be no assurance that similar control issues will not be identified in the future.
If we cannot conclude that we have effective internal control over our financial reporting, investors could lose confidence in the reliability of our financial statements, which could lead to a decline in our stock price. Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, the NYSE or other regulatory authorities. If we fail to remedy any deficiencies or maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or stockholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.
Our smart home technology is subject to varying state and local regulations, which may be updated from time to time.
Our smart home technology is subject to certain state and local regulations, which may be updated from time to time. For example, our products and solutions are subject to regulations relating to building and fire codes, public safety, and may eventually be subject to state and local regulation regarding access control systems. The regulations to which we are subject may change, additional regulations may be imposed, or existing regulations may be applied in a manner that creates special requirements for the implementation and operation of our products and solutions that may significantly impact or even eliminate some of our revenues or markets. In addition, we may incur material costs or liabilities in complying with any such regulations. Furthermore, some of our customers must comply with numerous laws and regulations, which may affect their willingness and ability to purchase our products and solutions. The modification of existing laws and regulations or interpretations thereof or the adoption of future laws and regulations could adversely affect our business, cause us to modify or alter our methods of operations and increase our costs and the price of our products and solutions. In addition, we cannot provide any assurance that we will be able, for financial or other reasons, to comply with all applicable laws and regulations. If we fail to comply with these laws and regulations, we could become subject to substantial penalties or restrictions that could materially and adversely affect our business.
Increased regulation and increased scrutiny and changing expectations from investors, customers, employees, and others regarding environmental, social and governance matters, practices and reporting may result in additional costs or risks.
Companies across all industries are facing increasing scrutiny related to their ESG practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. With this increased focus, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices do not meet investor, customer, employee, or other stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed.
Failure of our global operations to comply with import and export, bribery, and money laundering laws, regulations and controls, could have an adverse impact on our financial condition.
We conduct our business globally and source our products from Asia, Europe and the U.S. We are subject to regulation by various federal, state, local and foreign governmental agencies, including, but not limited to, agencies and regulatory bodies or authorities responsible for monitoring and enforcing product safety and consumer protection laws, data privacy and security laws and regulations, employment and labor laws, workplace safety laws and regulations, environmental laws and regulations, antitrust laws, federal securities laws, and tax laws and regulations.
We are subject to the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act of 1961, and possibly other anti-bribery laws, including those that comply with the Organization for Economic Cooperation and Development, Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and other international conventions. Anti-corruption laws are interpreted broadly and prohibit our company from authorizing, offering, or providing directly or indirectly improper payments or benefits to recipients in the public or private sector. Certain laws could also prohibit us from soliciting or accepting bribes or kickbacks. We can be held liable for the corrupt activities of our employees, representatives, contractors, partners, and agents, even if we did not explicitly authorize such activity. Although we have implemented policies and procedures designed to ensure compliance with anti-corruption laws, there can be no assurance that all of our employees, representatives, contractors, partners, and agents will comply with these laws and policies.
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Our operations require us to import from Asia and Europe, which geographically stretches our compliance obligations. We are also subject to anti-money laundering laws such as the USA PATRIOT Act of 2001 and may be subject to similar laws in other jurisdictions. Our products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s (“Treasury”) Office of Foreign Assets Controls. We may also be subject to import/export laws and regulations in other jurisdictions in which we conduct business or source our products. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.
Changes in laws that apply to us could result in increased regulatory requirements, tariff and compliance costs which could harm our business. In certain jurisdictions, regulatory requirements may be more stringent than in the U.S. Noncompliance with applicable regulations or requirements could subject us to whistleblower complaints, investigations, sanctions, settlements, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions, suspension or debarment from contracting with certain governments or other customers, the loss of export privileges, multi-jurisdictional liability, reputational harm, and other collateral consequences. If any governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and an increase in defense costs and other professional fees.
Expanding our international operations subjects us to a variety of risks and uncertainties, including exposure to foreign currency exchange rate fluctuations, which could adversely affect our business and operating results.
We had international operations in Canada and the United Kingdom, and we may grow our international presence in the future. The future success of our business will depend, in part, on our ability to expand our operations and customer base worldwide. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic, and political risks that are different from those in the U.S. Due to our lack of experience with international operations and developing and managing sales and distribution channels in international markets, our international expansion efforts may not be successful. In addition, we will face risks in doing business internationally that could materially and adversely affect our business, including:
• our ability to comply with differing and evolving technical and environmental standards, telecommunications regulations, building and fire codes, and certification requirements outside the U.S.;
• difficulties and costs associated with staffing and managing foreign operations;
• our ability to effectively price our products and solutions in competitive international markets;
• potentially greater difficulty collecting accounts receivable and longer payment cycles;
• the need to adapt and localize our products and subscriptions for specific countries;
• the need to offer customer care in various native languages;
• reliance on third parties over which we have limited control;
• availability of reliable network connectivity in targeted areas for expansion;
• difficulties in understanding and complying with local laws, regulations, and customs in foreign jurisdictions;
• restrictions on travel to or from countries in which we operate or inability to access certain areas;
• changes in diplomatic and trade relationships, including tariffs and other non-tariff barriers, such as quotas and local content rules;
• U.S. government trade restrictions, including those which may impose restrictions such as prohibitions, on the exportation, re-exportation, sale, shipment or other transfer of programming, technology, components, and/or services to foreign persons;
• our ability to comply with different and evolving laws, rules, and regulations, including the European Union General Data Protection Regulation and other data privacy and data protection laws, rules and regulations;
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• compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and U.K. Bribery Act of 2010;
• more limited protection for intellectual property rights in some countries;
• adverse tax consequences;
• fluctuations in currency exchange rates;
• exchange control regulations, which might restrict or prohibit our conversion of other currencies into U.S. Dollars and the transfer of currency from foreign jurisdictions to the U.S.;
• new and different sources of competition;
• political and economic instability created by the United Kingdom’s departure from the European Union;
• deterioration of political relations between the U.S. and other countries in which we may operate; and
• political or social unrest, economic instability, conflict or war in, including the war in Ukraine and the Israel-Hamas conflict, or sanctions implemented by the U.S. against countries in which we operate, all of which could have a material adverse effect on our operations.
Our failure to successfully manage these risks could harm our international operations and have an adverse effect on our business, financial condition, and operating results.
Fluctuations in foreign currencies in which we transact business also subject us to certain risks. While we have historically transacted in U.S. Dollars with the majority of our customers and suppliers, we have transacted in some foreign currencies, such as the Euro, the Canadian dollar, the Croatian Kuna and the Chinese Renminbi and may transact in more foreign currencies in the future. Accordingly, changes in the value of foreign currencies relative to the U.S. Dollar may affect our revenue and operating results. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and operating results. In addition, to the extent that fluctuations in currency exchange rates cause our operating results to differ from our expectations or the expectations of our investors, the trading price of our common stock could be lowered.
From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business.
From time to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving products liability, competition and antitrust, intellectual property, privacy, consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition. As our business grows, we may see a rise in the number and significance of these disputes and inquiries. Litigation and regulatory proceedings, and particularly the intellectual property infringement matters that we could face, may be protracted and expensive, and the results are difficult to predict. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify our products or services, make content unavailable, or require us to stop offering certain features, all of which could negatively affect our membership and revenue growth.
The results of litigation, investigations, claims, and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business.
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Risks Related to Ownership of Our Class A Common Stock
Our Class A Common Stock price may be volatile or may decline regardless of our operating performance.
The trading price of our Class A Common Stock may be volatile. The stock market has historically experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “- Risks Related to Our Business and Industry” and the following:
• our operating and financial performance and prospects;
• our quarterly or annual earnings or those of other companies in our industry compared to market expectations;
• conditions that impact demand for our products and/or services;
• future announcements concerning our business, our customers’ businesses or our competitors’ businesses;
• the public’s reaction to our press releases, other public announcements and filings with the SEC;
• the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act;
• the size of our public float;
• coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;
• market and industry perception of our success, or lack thereof, in pursuing our business strategy;
• strategic actions by us or our competitors, such as acquisitions or restructurings;
• changes in laws or regulations which adversely affect our industry or us;
• privacy and data protection laws, privacy or data breaches or incidents, or the loss or other unavailability of data;
• the impact of pandemics or epidemics, such as the COVID-19 pandemic, on our financial condition and the results of operations;
• changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles, standards, guidance, interpretations or policies;
• changes in senior management or key personnel;
• issuances, exchanges, sales or purchases, or expected issuances, exchanges, sales or purchases of our capital stock;
• changes in our dividend policy;
• adverse resolution of new or pending litigation against us; and
• changes in general market, economic and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
These broad market and industry factors may materially reduce the market price of our Class A Common Stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A Common Stock is low. As a result, you may suffer a loss on your investment.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
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We do not intend to pay dividends on our Class A Common Stock for the foreseeable future.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our Class A Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that the Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your Class A Common Stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our Class A Common Stock.
If securities analysts issue unfavorable commentary about us or our industry or downgrade our Class A Common Stock, the price of our Class A Common Stock could decline.
The trading market for our Class A Common Stock depends in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. If any of the analysts that cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that covers us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A Common Stock, or if our reporting results do not meet their expectations, the market price of our Class A Common Stock could decline.
We may not realize the anticipated long-term stockholder value of our stock repurchase program, and any failure to repurchase our Class A common stock after we have announced our intention to do so may negatively impact our stock price.
In March 2024, we announced that our board of directors authorized the repurchase of up to $50 million of our Class A common stock from time to time through a stock repurchase program. Under our stock repurchase program, we may make repurchases of stock through a variety of methods, including open share market purchases, privately negotiated purchases, entering into one or more confirmations or other contractual arrangements with a financial institution counterparty to effectuate one or more accelerated stock repurchase contracts, forward purchase contracts or similar derivative instruments, Dutch auction tender offers, or through a combination of any of the foregoing, in accordance with applicable federal securities laws. Our stock repurchase program does not obligate us to repurchase any specific number of shares, and may be suspended at any time at our discretion and without prior notice. The timing and amount of any repurchases, if any, will be subject to liquidity, stock price, market and economic conditions, compliance with applicable legal requirements such as Delaware surplus and solvency tests and other relevant factors. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price.
The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although our stock repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our Class A common stock may decline below the levels at which we repurchase shares, and short-term stock price fluctuations could reduce the effectiveness of the program.
Repurchasing our Class A common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate purposes, and we may fail to realize the anticipated long-term stockholder value of any stock repurchase program.
Our issuance of additional shares of Class A Common Stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.
On October 29, 2021, we filed Form S-8 under the Securities Act to register 35,444,576 shares of our Class A Common Stock or securities convertible into or exchangeable for shares of our Class A Common Stock issued pursuant to our equity incentive plans. The Form S-8 registration statement automatically became effective upon filing. The shares registered under such registration statements are available for sale in the open market.
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In the future, we may obtain financing to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Class A Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our Class A Common Stock bear the risk that our future offerings may reduce the market price of our Class A Common Stock and dilute their percentage ownership.
Future sales, or the perception of future sales, of our Class A Common Stock by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
As of December 31, 2023, we had 203,326,820 shares of Class A Common Stock outstanding.
The sale of substantial amounts of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. In addition, the sale of a large number of shares by our stockholders could cause the prevailing market price of our Class A Common Stock to decline.
As restrictions on resale end, the market price of shares of our Class A Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A Common Stock or other securities.
In addition, the shares of our Class A Common Stock issued under the SmartRent, Inc. 2021 Equity Incentive Plan, (the "2021 Plan") are eligible for sale in the public market, subject to provisions relating to various vesting agreements, and in some cases, limitations on volume and manner of sale by affiliates under Rule 144, as applicable. The number of shares reserved for future issuance under the 2021 Plan equals 8,309,956 shares (all of which may be issued pursuant to the exercise of incentive stock options). We also have the ability to issue up to 5,401,824 additional shares of common stock under the Employee Stock Purchase Plan ("ESPP"), subject to annual increases effective as of January 1, 2022 and each subsequent January 1 through and including January 1, 2030 in an amount equal to the smallest of (i) 1% of the number of shares of the common stock outstanding as of the immediately preceding December 31, (ii) 2,000,000 shares or (iii) such amount, if any, as the Board may determine.
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Our management’s limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which would result in less time being devoted to our management of business operations. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that we will be required to hire additional employees to support our operations as a public company, which would increase our operating costs in future periods.
We could be negatively impacted by being a target of shareholder activists or short sellers, causing us to incur significant expense and hinder or disrupt the execution of our business strategy.
While we value constructive input from our investors and regularly engage in dialogue with our shareholders regarding our business strategy and performance, shareholder activism, which takes many forms and arises in a variety of situations, has been increasingly prevalent among publicly traded companies. If we become the subject of certain forms of shareholder activism, such a concerted short squeeze, threatened or actual proxy contest or a hostile bid, the attention of our management and our board of directors may be diverted from executing our strategy. Such shareholder activism could give rise to perceived uncertainties as to our future strategy, adversely affect our relationships with business partners and make it more difficult to attract and retain qualified personnel. Responding to a short selling campaign or other unwanted stockholder activism could also result in substantial costs, including significant legal fees and other expenses. Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any shareholder activism.
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Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A Common Stock.
Our third amended and restated certificate of incorporation (our “Charter”) and bylaws and Delaware law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Board.
Among other things, our Charter and/or bylaws include the following provisions:
• a staggered board, which means that the Board is classified into three classes of directors, with staggered three-year terms and directors are only able to be removed from office for cause;
• limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;
• a prohibition on stockholder action by written consent, which means that our stockholders are only able to take action at a meeting of stockholders and are not be able to take action by written consent for any matter;
• a forum selection clause, which means certain litigation against us can only be brought in Delaware;
• the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and
• advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law ("DGCL"), which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the Board approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder at an annual or special meeting of stockholders.
Any provision of our Charter or bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
Our bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Charter provides that, unless we consent in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action, suit or proceeding brought on our behalf; (b) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or stockholders to us or to our stockholders; (c) any action, suit or proceeding asserting a claim arising pursuant to the DGCL, our Charter or bylaws; or (d) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (ii) subject to the foregoing, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the U.S. have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.
35
Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our Charter and bylaws provide that the federal district courts of the U.S. shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Our Board recognizes the critical importance of maintaining the trust and confidence of our customers, business partners, and employees. The Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our integrated approach to enterprise risk management (“ERM”). We have implemented a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and incidents and effectively responding to cybersecurity incidents when they occur. We have also implemented controls and procedures that provide for the escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. We have established and maintain an incident response and recovery plan that addresses the Company’s response to cybersecurity incidents, and such plans are tested and evaluated on a periodic basis.
We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. We provide annual, and upon hire, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
We engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises. We engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. Following such assessments, audits, and reviews we evaluate whether and how to adjust our cybersecurity policies, standards, processes, and practices based on the information provided by these assessments, audits, and reviews.
We did not identify any cybersecurity threats that have materially affected our business, including our business strategy, results of operations or financial condition in the calendar year ended December 31, 2023. However, despite our best efforts, we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced undetected cybersecurity events. For additional information regarding these risks, please refer to Item 1A, “Risk Factors,” in this Report.
Governance
Board of Directors’ Oversight of Risks from Cybersecurity Threats
The Audit Committee oversees our ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive quarterly and as needed presentations and updates on cybersecurity risks, including recent developments and evolving standards, vulnerability assessments, third-party and independent reviews, and the threat environment. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that requires escalation, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Audit Committee reviews our approach to cybersecurity risk management with the members of our executive management team, including the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), General Counsel, Senior Vice President of Finance and Controller.
36
Management’s Role in Assessing and Managing our Material Risks from Cybersecurity Threats
We maintain an Incident Response Plan (the “Plan”) that involves a Security Incident Management Team (“SIMT”), comprised of members of our executive management, who work collaboratively across the Company to assess and respond to any cybersecurity incidents in accordance with the Plan.
The SIMT includes our Chief Technology Officer (“CTO”) and Vice President of Information Security, among other senior members of management, as well as their designees and experts as deemed necessary. The CTO and Vice President of Information Security each have significant experience managing risks or advising on cybersecurity issues. Through ongoing communications with the Information Security and Technology teams, the SIMT monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents, and is informed of potential cybersecurity incidents by the Security Incident Response Team when potential threats are discovered through various channels. When appropriate, the SIMT reports such threats and incidents to the Chair of the Audit Committee, who determines whether to advise and convene the Audit Committee and/or Board.
Item 2. Properties
Our corporate headquarters are located in Scottsdale, Arizona, where we lease 40,893 square feet of office space. We also lease 9,928 square feet of office space in Orlando, Florida and 60,820 square feet of warehouse space in Avondale, Arizona. In addition to our facilities located in the U.S., we lease 4,101 square feet of office space and 2,110 square feet of warehouse space in Zagreb, Croatia. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.
Item 3. Legal Proceedings
From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or prospects.
For a discussion of legal and other proceedings in which we are involved, see Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Report.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A Common Stock is listed on the NYSE under the ticker symbol “SMRT.” FWAA's Class A Common Stock was listed on Nasdaq under the ticker symbol "FWAA" prior to the Business Combination.
Holders of Record
As of December 31, 2023, there were 17 stockholders of record of our Class A Common Stock.
Dividend Policy
We have never declared or paid any dividends on our Class A Common Stock. We currently intend to retain all available funds and any future earnings for use in our business and therefore we do not anticipate declaring or paying any cash dividends in the foreseeable future. The terms of our Senior Revolving Facility, as defined in Note 6 to Consolidated Financial Statements included in this Report, also restrict our ability to pay dividends, and we may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our capital stock.
Stock Performance Graphs and Cumulative Total Return
The following shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act.
37
The graph below compares the cumulative total stockholder return on our Class A Common Stock with the cumulative total return on the Standard & Poor’s 500 Index and the Russell 2000 Index. The chart assumes $100 was invested on February 9, 2021, in the Class A Common Stock of SmartRent Inc., the S&P 500 Index, and the Russell 2000 Index, and assumes the reinvestment of any dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A Common Stock.
The information under “Stock Performance Graphs and Cumulative Total Return” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act and is not to be incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in those filings.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included in Item 8 of this Report. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
38
Overview
We are an enterprise real estate technology company that provides a comprehensive management platform designed for property owners, managers and residents. Our suite of products and services, which includes both smart building hardware and cloud-based SaaS solutions, provides seamless visibility and control over real estate assets. Our platform can lower operating costs, increase revenues, mitigate operational friction and protect assets for owners and operators, while providing a differentiated, elevated living experience for residents.
Through a Hub Device, we enable the integration of our platform with third-party smart devices, our own hardware devices and other technology interfaces. We use an open-architecture, brand-agnostic approach that allows owners, operators, and residents to manage their smart home systems through a single connected interface. Our solutions include smart apartments and homes, access control for buildings, common areas, and rental units, asset protection and monitoring, parking management, self-guided tours, and community and resident WiFi. We also have a professional services team that provides customers with training, installation, and support services. Our SightPlan acquisition advanced our product roadmap and augmented our cloud-based SaaS solutions for current and prospective customers.
SmartRent is positioned to be a category leader in the enterprise smart home solutions industry. As of December 31, 2023, we had 719,691 Units Deployed and 593 customers, including many of the largest multifamily residential owners in the United States. As of that date, our customers owned an aggregate of approximately 7.0 million units. This represents approximately 16% of the United States market for institutionally owned multifamily rental units and single-family rental homes. In addition to multifamily residential owners, our customers include some of the leading homebuilders, single-family rental homeowners, and iBuyers in the United States.
Our Business Model
We generate revenue primarily from sales of smart home systems which enable property owners and property managers to have visibility and control over assets, while providing all-in-one home control offerings for residents. Currently, the majority of our revenue is generated from the direct sale to our customers of hardware smart home devices, which devices generally consist of a Hub Device, door-locks, thermostats, sensors, and light switches. We also generate professional services revenue from installing smart home hardware devices and from monthly subscription revenue earned from the fees collected from customers to provide access to one or more of our software applications ("Hosted Services") including access controls, asset monitoring, WiFi, and related services. Subscription arrangements have contractual terms ranging from one month to eight years; the majority of our recurring revenue contracts range from one month to one year and our average recurring revenue contract term is 1.6 years.
Key Factors Affecting Our Performance
We believe that our success is dependent on many factors, including those further discussed below. Our operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including our ability to grow our customer base in a cost-effective manner, expand our hardware and hosted service offerings to generate increased revenue per Unit Deployed (as defined below), and provide high quality hardware products and hosted service applications to maximize revenue and improve the leverage of our business model. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to operate our business.
Active Supply Chain Management
We continue to experience improvements in the challenges related to the global supply chain. In prior periods, the increased demand for electronics as a result of the COVID-19 pandemic, U.S. trade relations with China and certain other factors in recent periods led to a global shortage of semiconductors, including Z‑wave chips, which are a central component of our Hub Devices. Due to this shortage in prior periods, we experienced Hub Device production delays, which affected our ability to meet scheduled installations and facilitate customer upgrades to our higher-margin Hub Devices. We also experienced shortages and shipment delays related to components for Access Control and made-to-order specialty locks.
The incremental improvements in the global supply chain are evidenced by our reduction of backlogged Units Deployed for Access Control and made-to-order locks. We believe that this positive trend will continue into next year.
Investing in Research and Development
Our performance is significantly dependent on the investments we make in research and development, including our ability to attract and retain highly skilled research and development personnel. We must continually develop and introduce innovative new software services and hardware products, and integrate with third-party products and services, mobile applications and other new offerings.
39
New Products, Features and Functionality
We are evolving our business into a more diverse platform with new products, features and functionality that enhance the value of our smart home operating system. We have introduced a number of SaaS product enhancements and features, including Answer Automation and Work Management solutions, that streamline property management operations. We have also introduced Community WiFi, which provides communities with a private, device-dedicated WiFi network to power Hub Devices and other in-home smart devices, and Smart Package Room, which is a smart package management solution that transforms package visibility, reduces labor demands, optimizes storage space and enhances resident satisfaction. Our Smart Operations Solutions enhance our overall platform offering and customer value proposition by providing a comprehensive one-stop platform that broadens our support of property operations, enhancing the experience for residents, property owners and managers. We offer an open-API architecture that enables a myriad of third-party partner integrations, resulting in a multi-functional platform that enhances property management workflow efficiencies, empowers teams to get more done, elevates resident interactions, and improves resident living experiences. In the future, we intend to continue to release new products and solutions and enhance our existing products and solutions, and we expect that our operating results will be impacted by these releases.
Category Adoption and Market Growth
Our future growth depends in part on the continued consumer adoption of hardware and software products which improve the resident experience and the growth of this market. We need to deliver solutions that enhance the resident experience and deliver value to our customers, rental property owners and operators, as well as homebuilders and developers, by providing products and solutions designed to enhance visibility and control over assets while providing additional revenue opportunities. In addition, our long-term growth depends in part on our ability to expand into international markets in the future.
The Business Combination
On August 24, 2021, we consummated the Business Combination contemplated by the Merger Agreement. Upon the closing of the Business Combination, Merger Sub merged with and into Legacy SmartRent, with Legacy SmartRent continuing as the surviving company and changing its name to “SmartRent Technologies, Inc.” In connection with the consummation of the Business Combination, we changed our name from “Fifth Wall Acquisition Corp. I” to “SmartRent, Inc.” and changed our trading symbol and exchange listing from “FWAA” on Nasdaq to “SMRT” on the NYSE. The Business Combination is accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under the guidance in the Financial Accounting Standards Board Accounting Standards Update (FASB ASC) 805, “Business Combinations,” FWAA is treated as the “acquired” company for financial reporting purposes. SmartRent Technologies, Inc. is deemed the accounting predecessor of the combined business and the successor SEC registrant, meaning that our financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The Business Combination had a significant impact on our reported financial condition and results of operations as a consequence of the reverse capitalization. The most significant change in our reported financial condition and results of operations was a net increase in cash (as compared to our Consolidated Balance Sheet immediately prior to the Business Combination) of approximately $444.6 million, which includes approximately $155.0 million in proceeds from a concurrent private placement to certain investors who subscribed for an aggregate of 15,500,000 shares of Class A Common Stock, offset by additional transaction costs for the Business Combination. Transaction costs incurred in connection with the Business Combination were approximately $56.0 million, including $12.1 million which represents deferred underwriter fees from the FWAA IPO.
Comparability of Financial Information
Our results of operations and financial position may not be comparable to historical results as a result of the Business Combination.
Key Operating and Financial Metrics
We regularly monitor a number of operating and financial metrics, which include certain non-GAAP financial measures in order to evaluate our operating performance, identify trends affecting our business, formulate business plans, measure our progress and make strategic decisions. Non-GAAP financial measures may not provide accurate predictions of future GAAP financial results. The limitations our Key Operating Metrics have as an analytical tool are: (i) they might not accurately predict our future GAAP financial results, (ii) we might not realize all or any part of the anticipated value reflected in Units Booked, and (iii) other companies, including companies in our industry, may calculate our Key Operating Metrics or similarly titled measures differently, which reduces its usefulness as a comparative measure.
40
Units Deployed, New Units Deployed and Units Shipped
We define Units Deployed as the aggregate number of Hub Devices that have been installed (including customer self-installations) as of a stated measurement date. We utilize the Units Deployed metric to assess the health of our business and measure the trajectory of our growth. We define New Units Deployed as the aggregate number of Hub Devices that were installed (including customer self-installations) during a stated measurement period. Although our revenue is primarily driven by New Units Deployed and the aggregate number of Units Deployed, due to the expansion of our products and services that don't require a Hub Device, the correlation between New Units Deployed and revenue is not as strong as it was historically. Although the correlation has decreased, New Units Deployed is still an indicator of our ability to acquire new customers and expand our relationships with our current customers. As of December 31, 2023, 2022 and 2021, we had an aggregate of 719,691, 547,196, and 339,485 Units Deployed, respectively. We had 172,495, 207,711, and 167,743 New Units Deployed during the years ended December 31, 2023, 2022 and 2021, respectively.
We define Units Shipped as the aggregate number of Hub Devices that have been shipped from warehouse locations during a stated measurement period. We had 226,722, 200,169, and 192,867 Units shipped during the years ended December 31, 2023, 2022 and 2021, respectively.
Units Booked
We define Units Booked as the aggregate number of Hub Device units associated with binding orders executed during a stated measurement period. We utilize the concept of Units Booked to measure estimated near-term resource demand and the resulting approximate range of post-delivery revenue that we will earn and record. Units Booked represent binding orders only. For the years ended December 31, 2023, 2022 and 2021 there were 173,195, 282,512, and 219,901 Units Booked, respectively.
Annual Recurring Revenue
We believe that ARR is a key metric to measure our business performance as it is driven by our ability to acquire new customers and to maintain and expand our relationships with existing customers. We define Annual Recurring Revenue (“ARR”) as the annualized value of our recurring SaaS revenue earned in the current quarter. We monitor our ARR to assess the general health and trajectory of our Hosted Services business. Our ARR was approximately $46.2 million, $32.3 million, and $10.6 million as of December 31, 2023, 2022 and 2021 respectively.
Average Revenue per Unit
We use Average Revenue per Unit ("ARPU") to assess the growth and health of the overall business and believe that ARPU reflects our ability to acquire, retain, engage and monetize our customers, and thereby drive revenue.
We define Hardware ARPU as total hardware revenue during a given period divided by the total units shipped during the same period. For the years ended December 31, 2023, 2022 and 2021, Hardware ARPU was $605.15, $436.49 and $361.02, respectively.
We define Professional Services ARPU as total professional services revenue during a given period divided by the total New Units Deployed during the same period. For the years ended December 31, 2023, 2022 and 2021, Professional Services ARPU was $205.65, $155.51 and $135.52, respectively.
We define SaaS ARPU as total SaaS revenue during a given period divided by the average aggregate Units Deployed in the same period. For the years ended December 31, 2023, 2022 and 2021, SaaS ARPU was $5.40, $5.32 and $2.76, respectively.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We define EBITDA as net income or loss computed in accordance with GAAP before the following items: interest income/expense, income tax expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA before the following items: stock-based compensation expense, non-employee warrant expense, non-recurring warranty provisions, asset impairment, loss on extinguishment of debt, non-recurring expenses in connection with acquisitions, severance charges, and other expenses caused by non-recurring or unusual events that are not indicative of our ongoing business. Management uses EBITDA and Adjusted EBITDA to identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance, while neutralizing the impact of expenses included in our operating results which could otherwise mask underlying trends in our business. See “Non-GAAP Financial Measures” for additional information and reconciliations of these measures.
41
Components of Results of Operations
Revenue
We generate revenue primarily from sales of systems that consist of hardware devices, professional installation services and Hosted Services enabling property owners and property managers to have visibility and control over assets, while providing all-in-one home control offerings for residents. We record revenue as earned when control of these products and services is transferred to the customer in an amount that reflects the consideration we expect to collect for those products and services. The table below summarizes our revenue by solution.
|
For the years ended December 31, |
|
|||||||||||||||||||||||
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
|
(dollars in thousands) |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SmartRent Solutions |
Hardware |
|
Professional Services |
|
Hosted Services |
|
Total 2023 |
|
|
Hardware |
|
Professional Services |
|
Hosted Services |
|
Total 2022 |
|
||||||||
Smart Communities Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Smart Apartments |
$ |
130,894 |
|
$ |
30,546 |
|
$ |
49,696 |
|
$ |
211,135 |
|
|
$ |
82,799 |
|
$ |
30,419 |
|
$ |
37,605 |
|
$ |
150,823 |
|
Access Control |
|
3,607 |
|
|
3,527 |
|
|
912 |
|
|
8,047 |
|
|
|
3,440 |
|
|
1,799 |
|
|
316 |
|
|
5,555 |
|
Community WiFi |
|
395 |
|
|
996 |
|
|
688 |
|
|
2,078 |
|
|
|
179 |
|
|
44 |
|
|
257 |
|
|
480 |
|
Other |
|
2,305 |
|
|
404 |
|
|
1,534 |
|
|
4,243 |
|
|
|
954 |
|
|
39 |
|
|
1,537 |
|
|
2,529 |
|
Smart Operations Solutions |
|
- |
|
|
- |
|
|
11,334 |
|
|
11,334 |
|
|
|
- |
|
|
- |
|
|
8,433 |
|
|
8,433 |
|
Total Revenue |
$ |
137,201 |
|
$ |
35,473 |
|
$ |
64,164 |
|
$ |
236,838 |
|
|
$ |
87,372 |
|
$ |
32,301 |
|
$ |
48,148 |
|
$ |
167,821 |
|
Hardware Revenue
We generate revenue from the direct sale to our customers of hardware smart home devices, which devices generally consist of a Hub Device, door-locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to our software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the hardware device is shipped to the customer. Certain Hub Devices do not function independently without the subscription, and therefore, the revenue is recognized in Hosted Services revenue. We generally provide a one-year warranty period on hardware devices that are delivered and installed. We record the cost of the warranty as a component of cost of hardware revenue.
Professional Services Revenue
We generate professional services revenue from installing smart home hardware devices, which does not result in significant customization of the installed products and is generally performed over a period ranging from two to four weeks. Installations can be performed by our employees, can be contracted out to a third party with our employees managing the engagement, or can be performed by the customer. Professional services contracts are generally performed on a fixed-price basis and revenue is recognized over the period in which installations are completed.
Hosted Services Revenue
Hosted Services primarily consist of monthly subscription revenue earned from the fees collected from customers to provide access to one or more of our software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms ranging from one month to eight years and include recurring fixed plan subscription fees. The majority of our recurring revenue contracts range from one month to one year and our average recurring revenue contract term is 1.6 years. Our arrangements do not provide the customer with the right to take possession of our software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial.
42
We sell certain Hub Devices, which only function with the subscription to our software applications and related hosting services. We consider those devices and hosting services subscription as a single performance obligation, and therefore we defer the recognition of revenue for those devices that are sold with application subscriptions. The estimated average in-service life of those devices is four years. When a Hub Device without independent functionality is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years.
Cost of Revenue
Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement. We expect the cost of revenue to increase in absolute dollars in future periods. We record any change to cost of job performance and job conditions in the period during which the revision is identified.
Hardware
Cost of hardware revenue consists primarily of direct costs of products, Hub Devices, hardware devices and supplies purchased from third-party providers, shipping costs, warehouse facility (including depreciation and amortization of capitalized assets and right-of-use assets) and infrastructure costs, personnel-related costs associated with the procurement and distribution of our products and estimated warranty expenses together with the indirect cost of customer care and support. We expect an increase in cost of hardware revenue in absolute dollars in future periods.
In 2019, the U.S. administration imposed significant changes to U.S. trade policy with respect to China. Tariffs have subjected certain SmartRent products manufactured overseas to additional import duties. The amount of the import tariff has changed numerous times based on action by the U.S. administration. We continue to monitor the change in tariffs. If tariffs are increased, such actions may increase our cost of hardware revenue and reduce our hardware revenue margins in the future.
Professional Services
Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with installation of our products, and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents.
Hosted Services
Cost of Hosted Services revenue consists primarily of the amortization of the direct costs of certain Hub Devices consistent with the revenue recognition period noted above in “Hosted Services Revenue” and infrastructure costs associated with providing our software applications together with the indirect cost of customer care and support over the life of the service arrangement. In future periods, we expect the cost of Hosted Services revenue to increase in absolute dollars at a rate that is lower than the corresponding increase in Hosted Services revenue.
Operating Expenses
Research and Development
Research and development expenses consist primarily of personnel-related costs directly associated with our research and development activities. Our research and development efforts are focused on enhancing and developing additional functionality for our existing products and on new product development. We account for the cost of research and development by capitalizing qualifying costs, which are incurred during the product development stage, and amortizing those costs over the product’s estimated useful life, which generally ranges from three to five years depending on the type of application. Costs incurred and capitalized during the product development stage generally include the costs of software configuration, coding, and testing. Such costs primarily include payroll and payroll-related expenses for employees directly involved in the product development. We expense preliminary evaluation costs as they are incurred before technological feasibility is achieved, as well as post development implementation and operation costs, such as training, maintenance and minor upgrades. We begin amortizing capitalized costs when a project is ready for its intended use, and we periodically reassess the estimated useful life of a project considering the effects of obsolescence, technology, competition and other economic factors which may result in a shorter remaining life. We believe our research and development costs will increase in absolute dollars as we increase our investment in product development to broaden the capabilities of our solutions and introduce new products and features - in particular as we enhance our WiFi offering.
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Sales and Marketing Expenses
Our sales and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include personnel-related costs, sales commissions, marketing programs, trade shows, and promotional materials. Our sales and marketing expenses may increase over time as we hire additional sales and marketing personnel, increase our marketing activities, grow our operations, and continue to build brand awareness.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related costs associated with our general and administrative organization, professional fees for legal, accounting and other consulting services, office facility, insurance, information technology costs, and expenses incurred as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing requirements, additional insurance expense, investor relations activities and other administrative and professional services. We may also increase the size of our general and administrative staff in order to support the growth of our business but at a rate that is lower than the corresponding increase in total revenue.
Other Income/Expenses
Other income/expenses consist primarily of interest income, net of interest expense, foreign currency transaction gains and losses, and other income related to the operations of foreign subsidiaries. Interest expense is recorded in connection with our various debt facilities. Foreign currency transaction gains and losses relate to the impact of transactions denominated in a foreign currency other than the U.S. dollar. If we continue to expand our international operations, our exposure to fluctuations in foreign currencies has increased, which we expect to continue.
Provision for Income Taxes
The income tax benefit on the Consolidated Statement of Operations and Comprehensive Loss is primarily related to the federal, state, and international taxes offset by a change in the valuation allowance. We have established a full valuation allowance for net deferred U.S. federal and state tax assets, including net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized in future periods if we report taxable income. We believe that we have established an adequate allowance for our uncertain tax positions, although we can provide no assurance that the final outcome of these matters will not be materially different. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.
44
Results of Operations for the Years Ended December 31, 2023, 2022 and 2021
The results of operations presented below should be reviewed together with the consolidated financial statements and notes included elsewhere in this Report. The following table summarizes our historical consolidated results of operations data for the periods presented. The period-to-period comparison of operating results is not necessarily indicative of results for future periods. All dollars are in thousands unless otherwise stated.
For comparison of the fiscal years ended December 31, 2022 and 2021, refer to Part II, Item 7 "Management's discussion and analysis of financial condition and results of operations" on Form 10-K for our fiscal year ended December 31, 2022 filed with the SEC on March 8, 2023, under the subheading "Comparison of the years ended December 31, 2022 and 2021".
|
|
|
Years ended December 31, |
|
|
2023 vs 2022 Change |
|
|
2022 vs 2021 Change |
|
|||||||||||||||||||
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|||||||
|
|
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hardware |
|
|
$ |
137,201 |
|
|
$ |
87,372 |
|
|
$ |
69,629 |
|
|
$ |
49,829 |
|
|
|
57 |
% |
|
$ |
17,743 |
|
|
|
25 |
% |
Professional services |
|
|
|
35,473 |
|
|
|
32,301 |
|
|
|
22,732 |
|
|
|
3,172 |
|
|
|
10 |
% |
|
|
9,569 |
|
|
|
42 |
% |
Hosted services |
|
|
|
64,164 |
|
|
|
48,148 |
|
|
|
18,276 |
|
|
|
16,016 |
|
|
|
33 |
% |
|
|
29,872 |
|
|
|
163 |
% |
Total revenue |
|
|
|
236,838 |
|
|
|
167,821 |
|
|
|
110,637 |
|
|
|
69,017 |
|
|
|
41 |
% |
|
|
57,184 |
|
|
|
52 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hardware |
|
|
|
108,780 |
|
|
|
83,289 |
|
|
|
70,448 |
|
|
|
25,491 |
|
|
|
31 |
% |
|
|
12,841 |
|
|
|
18 |
% |
Professional services |
|
|
|
55,495 |
|
|
|
59,547 |
|
|
|
38,189 |
|
|
|
(4,052 |
) |
|
|
(7 |
)% |
|
|
21,358 |
|
|
|
56 |
% |
Hosted services |
|
|
|
23,034 |
|
|
|
23,637 |
|
|
|
12,073 |
|
|
|
(603 |
) |
|
|
(3 |
)% |
|
|
11,564 |
|
|
|
96 |
% |
Total cost of revenue |
|
|
|
187,309 |
|
|
|
166,473 |
|
|
|
120,710 |
|
|
|
20,836 |
|
|
|
13 |
% |
|
|
45,763 |
|
|
|
38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Research and development |
|
|
|
28,805 |
|
|
|
29,422 |
|
|
|
21,572 |
|
|
|
(617 |
) |
|
|
(2 |
)% |
|
|
7,850 |
|
|
|
36 |
% |
Sales and marketing |
|
|
|
19,209 |
|
|
|
20,872 |
|
|
|
14,017 |
|
|
|
(1,663 |
) |
|
|
(8 |
)% |
|
|
6,855 |
|
|
|
49 |
% |
General and administrative |
|
|
|
44,674 |
|
|
|
55,305 |
|
|
|
25,990 |
|
|
|
(10,631 |
) |
|
|
(19 |
)% |
|
|
29,315 |
|
|
|
113 |
% |
Total operating expenses |
|
|
|
92,688 |
|
|
|
105,599 |
|
|
|
61,579 |
|
|
|
(12,911 |
) |
|
|
(12 |
)% |
|
|
44,020 |
|
|
|
71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loss from operations |
|
|
|
(43,159 |
) |
|
|
(104,251 |
) |
|
|
(71,652 |
) |
|
|
61,092 |
|
|
|
(59 |
)% |
|
|
(32,599 |
) |
|
|
45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income (expense), net |
|
|
|
8,580 |
|
|
|
1,946 |
|
|
|
(249 |
) |
|
|
6,634 |
|
|
|
341 |
% |
|
|
2,195 |
|
|
|
882 |
% |
Other (expense) income, net |
|
|
|
(116 |
) |
|
|
595 |
|
|
|
55 |
|
|
|
(711 |
) |
|
|
(119 |
)% |
|
|
540 |
|
|
|
982 |
% |
Loss before income taxes |
|
|
|
(34,695 |
) |
|
|
(101,710 |
) |
|
|
(71,846 |
) |
|
|
67,015 |
|
|
|
66 |
% |
|
|
(29,864 |
) |
|
|
(42 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax (benefit) expense |
|
|
|
(108 |
) |
|
|
(5,388 |
) |
|
|
115 |
|
|
|
5,280 |
|
|
|
98 |
% |
|
|
(5,503 |
) |
|
|
(4785 |
)% |
Net Loss |
|
|
$ |
(34,587 |
) |
|
$ |
(96,322 |
) |
|
$ |
(71,961 |
) |
|
$ |
61,735 |
|
|
|
64 |
% |
|
$ |
(24,361 |
) |
|
|
(34 |
)% |
45
Comparison of the Years ended December 31, 2023 and 2022
Revenue
|
|
|
Years ended December 31, |
|
|
Change |
|
|
Change |
|
|||||||
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
|
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hardware |
|
|
$ |
137,201 |
|
|
$ |
87,372 |
|
|
$ |
49,829 |
|
|
|
57 |
% |
Professional services |
|
|
|
35,473 |
|
|
|
32,301 |
|
|
|
3,172 |
|
|
|
10 |
% |
Hosted services |
|
|
|
64,164 |
|
|
|
48,148 |
|
|
|
16,016 |
|
|
|
33 |
% |
Total revenue |
|
|
$ |
236,838 |
|
|
$ |
167,821 |
|
|
$ |
69,017 |
|
|
|
41 |
% |
Total revenue increased by $69.0 million, or 41%, to $236.8 million for the year ended December 31, 2023, from $167.8 million for the year ended December 31, 2022. Of the $69.0 million increase, $60.3 million was driven by our Smart Apartments solution. The increase in revenue resulted primarily from a 39% increase in Hardware ARPU, increased hardware revenue related to shipping distinct Hub Devices in the current year, a 13% increase in units shipped, a 32% increase in the number of cumulative active subscriptions for our Hosted Services during 2023 compared to 2022, and the realization of additional revenue from our Smart Operations solutions. Below is a table of our revenue drivers.
|
|
|
Years ended December 31, |
|
|
Change |
|
||||||
|
|
|
2023 |
|
|
2022 |
|
|
% |
|
|||
Hardware |
|
|
|
|
|
|
|
|
|
|
|||
Hardware units shipped |
|
|
|
226,722 |
|
|
|
200,169 |
|
|
|
13 |
% |
Hardware ARPU |
|
|
$ |
605.15 |
|
|
$ |
436.49 |
|
|
|
39 |
% |
Professional Services |
|
|
|
|
|
|
|
|
|
|
|||
New units deployed |
|
|
|
172,495 |
|
|
|
207,711 |
|
|
|
(17 |
)% |
Professional services ARPU |
|
|
$ |
205.65 |
|
|
$ |
155.51 |
|
|
|
32 |
% |
Hosted Services |
|
|
|
|
|
|
|
|
|
|
|||
Units deployed |
|
|
|
719,691 |
|
|
|
547,196 |
|
|
|
32 |
% |
Average aggregate units deployed |
|
|
|
633,444 |
|
|
|
443,341 |
|
|
|
43 |
% |
Non-distinct hub amortization ARPU |
|
|
$ |
3.04 |
|
|
$ |
3.83 |
|
|
|
(21 |
)% |
SaaS ARPU |
|
|
$ |
5.40 |
|
|
$ |
5.32 |
|
|
|
2 |
% |
Bookings |
|
|
|
|
|
|
|
|
|
|
|||
Units booked |
|
|
|
173,195 |
|
|
|
282,512 |
|
|
|
(39 |
)% |
Bookings (in thousands) |
|
|
$ |
158,453 |
|
|
$ |
242,957 |
|
|
|
(35 |
)% |
Units booked SaaS ARPU |
|
|
$ |
8.32 |
|
|
$ |
4.60 |
|
|
|
81 |
% |
Hardware revenue increased by $49.8 million, or 57%, to approximately $137.2 million for the year ended December 31, 2023, from $87.4 million for the year ended December 31, 2022. This increase in hardware revenue was driven by our Smart Communities Solutions and resulted from a 13% increase in units shipped to 226,722 for the year ended December 31, 2023 from 200,169 for the year ended December 31, 2022, and an ARPU increase of 39% to $605.15 for the 2023 period from $436.49 for the 2022 period. The increase in ARPU is primarily driven by hardware revenue recognized on the shipment of Hub Devices with features that function independently from its software subscription (“distinct Hub Devices") during the year ended December 31, 2023. During the year ended December 31, 2022, exclusively Hub Devices which only functioned with a subscription to its software (“non-distinct Hub Devices") were shipped, and thus, no hardware revenue was recognized for these devices. See Note 2, "Significant Accounting Policies" - Revenue Recognition for more information on revenue recognition related to Hub Devices.
Professional services revenue increased by $3.2 million, or 10%, to $35.5 million for the year ended December 31, 2023, from $32.3 million for the year ended December 31, 2022. Of the $3.2 million increase, $1.7 million and $1.0 million was driven by our Access Control and Community WiFi solutions, respectively. Professional services ARPU increased by 32% to $205.65 for the year ended December 31, 2023 from $155.51 for the year ended December 31, 2022. New Units Deployed decreased by 17% to 172,495 units for the year ended December 31, 2023 from 207,711 units for the year ended December 31, 2022.
46
Hosted Services revenue increased by $16.0 million, or 33%, to approximately $64.1 million for the year ended December 31, 2023, from $48.1 million for the year ended December 31, 2022. Of the $64.1 million revenue in 2023, $23.0 million is related to hub amortization and $41.1 million is related to SaaS revenue. Revenue increased from hub amortization and SaaS by $2.7 million and $13.3 million, respectively, from the year ended December 31, 2022 to the year ended December 31, 2023. The increase from both components of Hosted Services revenue resulted primarily from a 32% increase in the aggregate number of Units Deployed, primarily of our Smart Apartment solution, from 547,196 units at December 31, 2022 to 719,691 units at December 31, 2023 and an increase in SaaS ARPU of 2% to $5.40 for the year ended December 31, 2023 from $5.32 for the year ended December 31, 2022. Approximately $2.9 million of the 2023 increase in SaaS was contributed from our Smart Operations Solutions.
Additionally, our Hosted Services growth is driven by our ability to retain our customers and minimize Customer Churn. Customer Churn is defined as the total number of units previously deployed during the period at a given property where a customer has cancelled all product subscriptions. We have not experienced Customer Churn in our Smart Apartment solution since inception. We have received cancellations on our stand-alone Self-Guided Tour solution, which is considered Customer Churn when it is the only SmartRent product at the given location prior to cancellation. Including these Self-Guided Tour cancellations, our Customer Churn rate for our Smart Communities Solutions is 0.02% for the year ended December 31, 2023 compared to 0.01% for the year ended December 31, 2022. Our Customer Churn rate is calculated by dividing the Customer Churn on our Smart Communities Solutions by our aggregate Units Deployed for a given period.
With respect to our SaaS subscriptions, our Net Revenue Retention was 105% for the year ended December 31, 2023. We calculate our Net Revenue Retention as of the end of a given period by dividing monthly recurring revenue ("MRR") at the end of the period (excluding MRR from properties deployed during the current period) by MRR for the same period in the prior year. Net Revenue Retention includes any reductions in revenue caused by cancellations or downgrades, offset by additions to revenue from price increases on existing products, additions of new products at existing properties and subscription upgrades. We calculate non-distinct hub amortization ARPU as total revenue contribution from non-distinct hub amortization during a given period divided by the average aggregate Units Deployed in the same period.
Bookings represent the contract value of hardware, professional services, and the first year of ARR for binding orders executed during a stated measurement period. We calculate Units Booked SaaS ARPU as the first year ARR for binding orders executed during the stated measurement period divided by the total Units Booked in the same period.
We don’t expect to deploy any more non-distinct Hub Devices, thus, the revenue contribution from hub amortization should decrease in future periods until the non-distinct Hub Devices are fully amortized. The table below shows the expected revenue contribution from hub amortization.
|
For the years ended December 31, |
|
||||||||||
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
||||
|
(dollars in thousands) |
|
||||||||||
|
|
|
|
|
|
|
|
|
||||
Revenue contribution from hub amortization |
|
|
|
|
|
|
|
|
||||
Q1 |
$ |
5,295 |
|
$ |
4,700 |
|
$ |
2,196 |
|
$ |
156 |
|
Q2 |
|
5,161 |
|
|
4,530 |
|
|
1,454 |
|
|
54 |
|
Q3 |
|
5,106 |
|
|
3,556 |
|
|
884 |
|
|
19 |
|
Q4 |
|
4,897 |
|
|
2,834 |
|
|
413 |
|
|
3 |
|
Total |
$ |
20,459 |
|
$ |
15,620 |
|
$ |
4,947 |
|
$ |
232 |
|
We utilize the concept of Units Booked to measure estimated near-term resource demand and the resulting approximate range of post-delivery revenue that we will earn and record. We had 173,195 and 282,512 Units Booked during the years ended December 31, 2023 and 2022, respectively.
47
Cost of Revenue
|
|
|
Years ended December 31, |
|
|
Change |
|
|
Change |
|
|||||||
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
|
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hardware |
|
|
$ |
108,780 |
|
|
$ |
83,289 |
|
|
$ |
25,491 |
|
|
|
31 |
% |
Professional services |
|
|
|
55,495 |
|
|
|
59,547 |
|
|
|
(4,052 |
) |
|
|
(7 |
)% |
Hosted services |
|
|
|
23,034 |
|
|
|
23,637 |
|
|
|
(603 |
) |
|
|
(3 |
)% |
Total cost of revenue |
|
|
$ |
187,309 |
|
|
$ |
166,473 |
|
|
$ |
20,836 |
|
|
|
13 |
% |
Total cost of revenue increased by $20.8 million, or 13%, to $187.3 million for the year ended December 31, 2023, from $166.5 million for the year ended December 31, 2022. The increase in cost of revenue resulted primarily from a 13% increase in units shipped of our Smart Apartment solution hardware devices and the shipment of distinct Hub Devices in the current period.
Hardware cost of revenue increased by $25.5 million, or 31%, to $108.8 million for the year ended December 31, 2023, from $83.3 million for the year ended December 31, 2022. This increase in hardware cost of revenue was primarily attributable to approximately $26.4 million of additional cost resulting from greater sales volumes and the shipment of distinct Hub Devices during the year ended December 31, 2023, partially offset by reductions to other costs of revenue attributable to improved processes and efficiencies.
Professional services cost of revenue decreased by $4.1 million, or 7%, to $55.5 million for the year ended December 31, 2023, from $59.6 million for the year ended December 31, 2022. The decrease in professional services cost of revenue is primarily attributable to a decrease in personnel-related costs, and related travel, of $7.1 million. This was partially offset by an increase of approximately $3.8 million resulting from an increase in third-party direct labor costs. This year we have invested in technology initiatives to allow our teams to be more efficient and furthered our collaboration with third-party partners to augment our professional services. As a result, we believe that we have transformed our professional services to a more variable cost model that will improve efficiency in future periods.
Hosted Services cost of revenue decreased by $0.6 million to $23.0 million for the year ended December 31, 2023, from $23.6 million for the year ended December 31, 2022. The decrease resulted from the decrease in personnel related costs, partially offset by the increase in the aggregate number of Units Deployed and the resulting increase in hub amortization and the number of active subscriptions for our software service applications.
Operating Expenses
|
|
|
Years ended December 31, |
|
|
Change |
|
|
Change |
|
|||||||
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
|
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Research and development |
|
|
$ |
28,805 |
|
|
$ |
29,422 |
|
|
$ |
(617 |
) |
|
|
(2 |
)% |
Sales and marketing |
|
|
|
19,209 |
|
|
|
20,872 |
|
|
|
(1,663 |
) |
|
|
(8 |
)% |
General and administrative |
|
|
|
44,674 |
|
|
|
55,305 |
|
|
|
(10,631 |
) |
|
|
(19 |
)% |
Research and development expenses decreased by $0.6 million, or 2%, to $28.8 million for the year ended December 31, 2023, from $29.4 million for the year ended December 31, 2022, resulting primarily from a decrease of approximately $0.5 million of personnel-related expenses recorded during the year ended December 31, 2023. We believe our research and development costs will increase in absolute dollars as we increase our investment in product development to broaden the capabilities of our solutions and introduce new products and features – in particular, as we enhance our WiFi offering.
Sales and marketing expenses decreased by $1.7 million, or 8%, to $19.2 million for the year ended December 31, 2023 from $20.9 million for the year ended December 31, 2022, resulting primarily from a decrease of approximately $0.8 million in stock-based compensation, and $0.5 million in conference and trade show expenses.
For the year ended December 31, 2023, general and administrative expenses decreased by $10.6 million, or 19%, to $44.7 million, from $55.3 million for the year ended December 31, 2022, resulting primarily from a $4.4 million asset impairment related to a prepaid license agreement during the year ended December 31, 2022. Additionally, business insurance and third-party consulting expenses decreased by $2.3 million and $2.0 million, respectively.
48
Other Income
|
|
|
Years ended December 31, |
|
|
Change |
|
|
Change |
|
|||||||
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
|
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Interest income, net |
|
|
$ |
8,580 |
|
|
$ |
1,946 |
|
|
$ |
6,634 |
|
|
|
341 |
% |
Other (expense) income, net |
|
|
|
(116 |
) |
|
|
595 |
|
|
|
(711 |
) |
|
|
(119 |
)% |
Interest income, net increased by $6.6 million to approximately $8.5 million for the year ended December 31, 2023, from $1.9 million for the year ended December 31, 2022. The increase in net interest income for both periods is primarily attributable to interest earned on interest-bearing cash balances.
Other (expense) income, net decreased by $0.7 million, or 119%, to $(0.1) million for the year ended December 31, 2023, from $0.6 million for the year ended December 31, 2022. The decrease in both periods is primarily due to foreign currency adjustments.
Income Taxes
|
|
|
Years ended December 31, |
|
|
Change |
|
|
Change |
|
|||||||
|
|
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
|
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Loss before income taxes |
|
|
$ |
(34,695 |
) |
|
$ |
(101,710 |
) |
|
$ |
67,015 |
|
|
|
66 |
% |
Income tax benefit |
|
|
|
(108 |
) |
|
|
(5,388 |
) |
|
|
5,280 |
|
|
|
98 |
% |
We provided a full valuation allowance on our net U.S. federal and state deferred tax assets at December 31, 2023, and December 31, 2022. As of December 31, 2023, we had U.S. federal net operating losses of $3.7 million that begin to expire in 2032 and $200.9 million which will be carried forward indefinitely. As of December 31, 2023, we had $193.4 million of state net operating loss carryforwards that expire on varying dates. The income tax benefit is related to the federal, state, and international taxes offset by a change in the valuation allowance. The Company also has $0.1 million of R&D credits available that expire in 2039.
On August 16, 2022, the Inflation Reduction Act ("IRA") (H.R. 5376) was signed into law in the United States. The IRA implements a 15% minimum tax on financial statement income of certain large corporations and a 1% excise tax on stock repurchases, among other things. While we continue to evaluate the IRA, we do not believe it will have a material effect on our audited financial statements, including on our effective tax rate or on our liquidity.
Non-GAAP Financial Measures
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we present EBITDA and Adjusted EBITDA, described below, as non-GAAP measures. We believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team, and it also improves investors’ understanding of our underlying operating performance and their ability to analyze our ongoing operating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures - these non-GAAP financial measures are not intended to supersede or replace our GAAP results.
We define EBITDA as net income or loss computed in accordance with GAAP before interest income/expense, income tax expense and depreciation and amortization.
We define Adjusted EBITDA as EBITDA before the following items: stock-based compensation expense, non-employee warrant expense, non-recurring warranty provisions, asset impairment, loss on extinguishment of debt, non-recurring expenses in connection with acquisitions, severance charges, and other expenses caused by non-recurring, or unusual, events that are not indicative of our ongoing business.
Our management uses EBITDA and Adjusted EBITDA to assess our financial and operating performance, and we believe these measures are helpful to management and external users in understanding our performance. EBITDA and Adjusted EBITDA help management identify controllable cash expenses and make decisions designed to help us meet our identified financial and operational goals and to optimize our financial performance, while neutralizing the impact of some expenses included in our operating results caused by external influences over which management has little or no control and by non-recurring, or unusual, events that might otherwise mask trends in our performance. Accordingly, we believe these metrics measure our financial performance based on operational factors that management can impact in the short-term, namely our cost structure and expenses.
We believe that the presentation of EBITDA and Adjusted EBITDA provides information useful to investors in assessing our results of operations. The GAAP measure most directly comparable to EBITDA and Adjusted EBITDA is net income or loss.
49
EBITDA and Adjusted EBITDA are not used as measures of our liquidity and should not be considered alternatives to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our EBITDA and Adjusted EBITDA may not be comparable to the EBITDA and Adjusted EBITDA of other companies due to the fact that not all companies use the same definitions of EBITDA and Adjusted EBITDA. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other companies.
The following table presents a reconciliation of net loss (as determined in accordance with GAAP) to EBITDA and Adjusted EBITDA for each of the periods indicated.
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
(dollars in thousands) |
|
|||||||||
Net loss |
|
$ |
(34,587 |
) |
|
$ |
(96,322 |
) |
|
$ |
(71,961 |
) |
Interest (income) expense, net |
|
|
(8,580 |
) |
|
|
(1,946 |
) |
|
|
249 |
|
Income tax (benefit) expense |
|
|
(108 |
) |
|
|
(5,388 |
) |
|
|
115 |
|
Depreciation and amortization |
|
|
5,533 |
|
|
|
4,262 |
|
|
|
463 |
|
EBITDA |
|
|
(37,742 |
) |
|
|
(99,394 |
) |
|
|
(71,134 |
) |
Stock-based compensation |
|
|
13,271 |
|
|
|
13,716 |
|
|
|
8,131 |
|
Non-employee warrant expense |
|
|
(193 |
) |
|
|
289 |
|
|
|
931 |
|
Compensation expense in connection with acquisitions |
|
|
2,010 |
|
|
|
5,042 |
|
|
|
- |
|
Asset impairment |
|
|
- |
|
|
|
4,441 |
|
|
|
- |
|
Severance charges |
|
|
1,070 |
|
|
|
- |
|
|
|
- |
|
Other acquisition expenses |
|
|
651 |
|
|
|
1,197 |
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
27 |
|
Non-recurring warranty provision |
|
|
1,746 |
|
|
|
- |
|
|
|
6,430 |
|
Adjusted EBITDA |
|
$ |
(19,187 |
) |
|
$ |
(74,709 |
) |
|
$ |
(55,615 |
) |
Liquidity and Capital Resources
Sources of Liquidity
As of December 31, 2023, we had cash and cash equivalents of $215.2 million, which were held for working capital and general corporate purposes. Our cash equivalents are comprised primarily of money market funds. To date, our principal sources of liquidity have been the net proceeds received as a result of the Business Combination, and payments collected from sales to our customers.
ADI Global Distribution Agreement
On August 3, 2023, we entered into the Agreement with ADI, pursuant to which, ADI will serve as our non-exclusive hardware fulfillment partner throughout the United States, Canada, and Puerto Rico. In connection with the Agreement, the Company has agreed to transfer certain of its inventory to ADI, to fulfill our sales in exchange for cash. No revenue is recognized when inventory is transferred to ADI. We believe the Agreement will result in a net positive cash flow impact in future periods.
Debt Issuances
Following the maturity of our Revolving Facility (as defined below) in December 2021, we entered into a $75.0 million senior secured revolving credit facility with a five-year term (the "Senior Revolving Facility"). Interest rates for draws upon the Senior Revolving Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus 0.10%, subject to a floor of 0.00%, plus an applicable margin. For ABR Loans, the interest rate is based upon the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50%, or (iii) 3.25%, plus an applicable margin. As of December 31, 2023, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 1.75% and (0.50%), respectively. The Senior Revolving Facility is secured by substantially all of the Company’s assets and guaranteed by each of the Company’s material domestic subsidiaries.
Legacy SmartRent Preferred Stock Issuances
In February and March 2021, Legacy SmartRent issued approximately 3.4 million shares of Series C Preferred Stock (which automatically converted into a number of shares of Common Stock upon consummation of the Business Combination) in exchange for $35.0 million gross cash proceeds. Expenses in connection with the issuance of the Series C Preferred Stock were $0.2 million, resulting in net cash proceeds of $34.8 million.
50
We have incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in our accumulated deficit of $285.5 million as of December 31, 2023. We may require additional capital to continue our operations in future periods. We expect to incur expenses related to non-cancellable contractual obligations such as from our operating leases.
We believe that our current cash, cash equivalents, available borrowing capacity under the Senior Revolving Facility, and cash raised in the Business Combination will be sufficient to fund our operations for at least the next 12 months beyond the issuance date of this Report. Our future capital requirements, however, will depend on many factors, including our sales volume, the expansion of sales and marketing activities, and market adoption of our new and enhanced products and features. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt. If we are unable to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition may be adversely affected.
Stock Repurchase Program
In March 2024, our Board of Directors authorized a stock repurchase program pursuant to which we may repurchase up to $50 million of our Class A common stock. Repurchases under the program may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate us to acquire any particular amount of our Class A common stock and may be suspended at any time at our discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.
To date, we have not made any repurchases under our stock repurchase program, and $50 million remains available for future repurchases.
Cash Flow Summary - Years Ended December 31, 2023, 2022 and 2021
The following table summarizes our cash flows for the periods presented:
|
|
Years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
(dollars in thousands) |
|
|||||||||
Net cash provided by (used in) |
|
|
|
|
|
|
|
|
|
|||
Operating activities |
|
$ |
5,981 |
|
|
$ |
(77,833 |
) |
|
$ |
(70,376 |
) |
Investing activities |
|
|
(6,023 |
) |
|
|
(133,993 |
) |
|
|
(9,373 |
) |
Financing activities |
|
|
(1,905 |
) |
|
|
(2,801 |
) |
|
|
473,926 |
|
Operating Activities
For the year ended December 31, 2023, our operating activities resulted in net proceeds of $6.0 million in cash resulting primarily from $27.8 million provided by non-cash expenses and $12.8 million provided by changes in our operating assets and liabilities, partially offset by our net loss of $34.6 million. Non-cash expenses consisted primarily of stock-based compensation of $13.3 million, depreciation and amortization of $5.5 million, compensation expense related to acquisitions of $2.1 million, and provision for excess and obsolete inventory of $2.5 million. Changes in our operating assets and liabilities primarily resulted from a $31.7 million decrease in inventory and a $13.0 million decrease in deferred cost of revenue, partially offset by a $16.8 million decrease in deferred revenue and an $11.0 million decrease in accrued expenses and other liabilities. While the Agreement with ADI did not have a cash flow impact during the year ended December 31, 2023, we believe the Agreement will have a positive impact on cash flow in future periods.
For the year ended December 31, 2022, our operating activities used $77.8 million in cash resulting primarily from our net loss of $96.3 million and $4.9 million used in changes in our operating assets and liabilities, partially offset by $23.4 million provided by non-cash expenses. Changes in our operating assets and liabilities primarily resulted from a $42.8 million increase in inventory, $15.9 million increase in accounts receivable, and $9.9 million increase in deferred cost of revenue, partially offset by a $43.7 million increase in deferred revenue, a $12.4 million increase in accounts payable, and a $3.2 million increase in accrued expenses and other liabilities. Non-cash expenses consisted primarily of stock-based compensation of $13.7 million, compensation expense related to acquisitions of $5.0 million, $4.4 million of asset impairment, and depreciation and amortization of $4.3 million, partially offset by a deferred tax benefit of $5.7 million resulting from the SightPlan acquisition.
For the year ended December 31, 2021, our operating activities used $70.4 million in cash resulting primarily from our net loss of $72.0 million, which was partially offset by $18.0 million of non-cash expenses consisting primarily of $8.1 million for stock-based compensation and $7.6 million for the provision for warranty expenses. For the year ended December 31, 2021, we used $16.4 million net cash from changes in our operating assets and liabilities resulting primarily from increases of $24.0 million in accounts receivable, $15.8 million in inventory, $11.3 million in prepaid expenses and other assets, and $9.3 million in deferred cost of revenue.
51
These uses were partially offset by an increase of $38.9 million in deferred revenue and an increase of $3.8 million in accounts payable.
Investing Activities
For the year ended December 31, 2023, we used $6.0 million of cash for investing activities, resulting primarily from cash paid of $3.6 million for capitalized internal-use software development costs and $2.3 million cash paid for investment in non-affiliate.
For the year ended December 31, 2022, we used $134.0 million of cash for investing activities, resulting primarily from $129.7 million used for the SightPlan acquisition, net of cash acquired.
For the year ended December 31, 2021, we used $9.4 million of cash for investing activities, resulting primarily due to $5.9 million used for the iQuue acquisition, net of cash acquired.
Financing Activities
For the year ended December 31, 2023, our financing activities used $1.9 million of cash, resulting primarily from $1.7 million used for earnout payments related to the iQuue acquisition.
For the year ended December 31, 2022, our financing activities used $2.8 million of cash primarily for taxes paid related to net share settlements of stock-based compensation awards.
For the year ended December 31, 2021, our financing activities provided $473.9 million of cash consisting primarily of net proceeds from the consummation of the Business Combination in the amount of $444.6 million and convertible preferred stock issued of $34.8 million, net of expenses. The proceeds were partially offset by paying off the balance of the Term Loan Facility.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2023.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts we report as assets, liabilities, revenue, costs and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.
Revenue Recognition
We derive revenue primarily from sales of systems that consist of hardware devices, professional installation services and Hosted Services to assist property owners and property managers with visibility and control over assets, while providing all-in-one home control offerings for residents. Revenue is recognized when control of these products and services are transferred to the customer in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products and services.
Payments we receive by credit card, check, or automated clearing house payments, and payment terms are determined by individual contracts and range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue.
We apply the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. We only apply these steps when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services it transfers to a customer.
Accounting for contracts recognized over time involves the use of various estimates of total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation may be revised in the future as we observe the economic performance of our contracts. Changes in job performance, job conditions and estimated profitability may result in revision to our estimates of revenue and costs and are recognized in the period in which the revision is identified.
We may enter into contracts that contain multiple distinct performance obligations including hardware and Hosted Services. The hardware performance obligation includes the delivery of hardware, and the Hosted Services performance obligation allows the customer use of our software during the contracted-use term.
52
The subscription for the software and certain Hub Devices combine as one performance obligation, and there is no support or ongoing subscription for other device hardware. We partner with several manufacturers to offer a range of compatible hardware options for its customers. We maintain control of the hardware purchased from manufacturers prior to it being transferred to the customer, and accordingly, SmartRent is considered the principal in these arrangements.
For each performance obligation identified, we estimate the standalone selling price, which represents the price at which we would sell the good or service separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. We then allocate the transaction price among those obligations based on the estimation of the standalone selling price.
Inventory Valuation
Inventories are stated at the lower of cost or estimated net realizable value. Cost is computed under the first-in, first-out method. We adjust the inventory balance based on anticipated obsolescence, usage, and historical write-offs. Significant judgment is used in establishing our forecasts of future demand and obsolete material exposures. We consider marketability and product life cycle stage, product development plans, demand forecasts, historical revenue, and assumptions about future demand and market conditions in establishing our estimates. If the actual product demand is significantly lower than forecast, which may be caused by factors within and outside of our control, or if there were a higher incidence of inventory obsolescence because of rapidly changing technology and our customer requirements, we may be required to increase our inventory adjustment. A change in our estimates could have a significant impact on the value of our inventory and our results of operations.
Stock-Based Compensation
Our stock-based compensation relates to stock options and restricted stock units ("RSUs") granted to our employees and directors. Stock-based awards are measured based on the grant date fair value. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option-pricing model. The fair value of RSUs is based on the grant date fair value of the stock price. The fair value of these awards is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest. Forfeitures are recognized as they occur by reversing previously recognized compensation expense.
The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield, the expected stock price volatility over the expected term and forfeitures, which are recognized as they occur. For all stock options granted, we calculated the expected term using the simplified method for “plain vanilla” stock option awards.
The grant date fair value is also utilized with respect to RSUs with performance and service conditions to vest. For RSUs with a performance condition, based on a liquidity event, as well as a service condition to vest, no compensation expense is recognized until the performance condition has been satisfied. Subsequent to the liquidity event, compensation expense is recognized to the extent the requisite service period has been completed and compensation expense thereafter is recognized on an accelerated attribution method. Under the accelerated attribution method, compensation expense is recognized over the remaining requisite service period for each service condition tranche as though each tranche is, in substance, a separate award. In August 2021, the Company completed the merger with FWAA, which met the liquidity event vesting condition and triggered the recognition of compensation expense for RSUs for which the time-based vesting condition had been satisfied or partially satisfied.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts “emerging growth companies” as defined in Section 2(A) of the Securities Act of 1933, as amended, from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” and have elected to take advantage of the benefits of this extended transition period.
We will use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used.
53
We will remain an “emerging growth company” under the JOBS Act until the earliest of (a) the first fiscal year following the fifth anniversary of the initial public offering by FWAA (the "FWAA IPO"), which closed on February 9, 2021, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the last date of our fiscal year in which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non- convertible debt securities during the previous three years.
Recent Accounting Pronouncements
See Note 2, “Significant Accounting Policies” - Recent Accounting
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
We do not believe that inflation has had a material effect, to date, on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations or financial condition.
Interest Rate Fluctuation Risk
As of December 31, 2023, we had cash, cash equivalents, and restricted cash of approximately $215.7 million, which consisted primarily of institutional money market funds, which carries a degree of interest rate risk. A hypothetical 10% change in interest rates would increase our annual interest income by $21.6 million, or decrease our annual interest income by $8.5 million, based on our cash position as of December 31, 2023.
Foreign Currency Exchange Rate Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Substantially all of our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States and to a lesser extent in Croatia and other international markets. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) |
55 |
56 |
|
Consolidated Statements of Operations and Comprehensive Loss |
57 |
58 |
|
59 |
|
61 |
54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of SmartRent, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SmartRent, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/Deloitte & Touche LLP
Tempe, Arizona
March 5, 2024
We have served as the Company's auditor since 2020.
55
Item 1 - Financial Statements
SMARTRENT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
|
As of December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
215,214 |
|
|
$ |
210,409 |
|
Restricted cash, current portion |
|
|
495 |
|
|
|
7,057 |
|
Accounts receivable, net |
|
|
61,903 |
|
|
|
62,442 |
|
Inventory |
|
|
41,575 |
|
|
|
75,725 |
|
Deferred cost of revenue, current portion |
|
|
11,794 |
|
|
|
13,541 |
|
Prepaid expenses and other current assets |
|
|
9,359 |
|
|
|
9,182 |
|
Total current assets |
|
|
340,340 |
|
|
|
378,356 |
|
Property and equipment, net |
|
|
1,400 |
|
|
|
2,069 |
|
Deferred cost of revenue |
|
|
11,251 |
|
|
|
22,508 |
|
Goodwill |
|
|
117,268 |
|
|
|
117,268 |
|
Intangible assets, net |
|
|
27,249 |
|
|
|
31,123 |
|
Other long-term assets |
|
|
12,248 |
|
|
|
9,521 |
|
Total assets |
|
$ |
509,756 |
|
|
$ |
560,845 |
|
|
|
|
|
|
|
|
||
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
15,076 |
|
|
$ |
18,360 |
|
Accrued expenses and other current liabilities |
|
|
24,976 |
|
|
|
34,396 |
|
Deferred revenue, current portion |
|
|
77,257 |
|
|
|
80,020 |
|
Total current liabilities |
|
|
117,309 |
|
|
|
132,776 |
|
Deferred revenue |
|
|
45,903 |
|
|
|
59,928 |
|
Other long-term liabilities |
|
|
4,096 |
|
|
|
3,941 |
|
Total liabilities |
|
|
167,308 |
|
|
|
196,645 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
||
Convertible preferred stock, $0.0001 par value; 50,000 shares authorized as of December 31, 2023 and December 31, 2022; no shares of preferred stock issued and outstanding as of December 31, 2023 and December 31, 2022 |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||
Stockholders' equity |
|
|
|
|
|
|
||
Common stock, $0.0001 par value; 500,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 203,327 and 198,525 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively |
|
|
20 |
|
|
|
20 |
|
Additional paid-in capital |
|
|
628,156 |
|
|
|
615,281 |
|
Accumulated deficit |
|
|
(285,512 |
) |
|
|
(250,925 |
) |
Accumulated other comprehensive loss |
|
|
(216 |
) |
|
|
(176 |
) |
Total stockholders' equity |
|
|
342,448 |
|
|
|
364,200 |
|
Total liabilities, convertible preferred stock and stockholders' equity |
|
$ |
509,756 |
|
|
$ |
560,845 |
|
|
|
|
|
|
|
|
||
See accompanying Notes to Consolidated Financial Statements. |
|
|||||||
56
SMARTRENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Hardware |
|
$ |
137,201 |
|
|
$ |
87,372 |
|
|
$ |
69,629 |
|
Professional services |
|
|
35,473 |
|
|
|
32,301 |
|
|
|
22,732 |
|
Hosted services |
|
|
64,164 |
|
|
|
48,148 |
|
|
|
18,276 |
|
Total revenue |
|
|
236,838 |
|
|
|
167,821 |
|
|
|
110,637 |
|
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Hardware |
|
|
108,780 |
|
|
|
83,289 |
|
|
|
70,448 |
|
Professional services |
|
|
55,495 |
|
|
|
59,547 |
|
|
|
38,189 |
|
Hosted services |
|
|
23,034 |
|
|
|
23,637 |
|
|
|
12,073 |
|
Total cost of revenue |
|
|
187,309 |
|
|
|
166,473 |
|
|
|
120,710 |
|
|
|
|
|
|
|
|
|
|
|
|||
Operating expense |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
28,805 |
|
|
|
29,422 |
|
|
|
21,572 |
|
Sales and marketing |
|
|
19,209 |
|
|
|
20,872 |
|
|
|
14,017 |
|
General and administrative |
|
|
44,674 |
|
|
|
55,305 |
|
|
|
25,990 |
|
Total operating expense |
|
|
92,688 |
|
|
|
105,599 |
|
|
|
61,579 |
|
|
|
|
|
|
|
|
|
|
|
|||
Loss from operations |
|
|
(43,159 |
) |
|
|
(104,251 |
) |
|
|
(71,652 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Interest income (expense), net |
|
|
8,580 |
|
|
|
1,946 |
|
|
|
(249 |
) |
Other (expense) income, net |
|
|
(116 |
) |
|
|
595 |
|
|
|
55 |
|
Loss before income taxes |
|
|
(34,695 |
) |
|
|
(101,710 |
) |
|
|
(71,846 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Income tax (benefit) expense |
|
|
(108 |
) |
|
|
(5,388 |
) |
|
|
115 |
|
Net loss |
|
$ |
(34,587 |
) |
|
$ |
(96,322 |
) |
|
$ |
(71,961 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
(40 |
) |
|
|
(185 |
) |
|
|
(226 |
) |
Comprehensive loss |
|
$ |
(34,627 |
) |
|
$ |
(96,507 |
) |
|
$ |
(72,187 |
) |
Net loss per common share |
|
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
$ |
(0.17 |
) |
|
$ |
(0.49 |
) |
|
$ |
(0.96 |
) |
Weighted-average number of shares used in computing net loss per share |
|
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
|
200,700 |
|
|
|
195,575 |
|
|
|
74,721 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
See accompanying Notes to Consolidated Financial Statements. |
|
|||||||||||
57
SMARTRENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
|
|
Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Amount (Par Value $0.0001) |
|
|
|
Shares |
|
|
Amount (Par Value $0.0001) |
|
|
Additional Paid In Capital |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total Stockholders' |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2020 |
|
|
104,822 |
|
|
$ |
111,432 |
|
|
|
|
10,376 |
|
|
$ |
- |
|
|
$ |
4,157 |
|
|
$ |
(82,642 |
) |
|
$ |
235 |
|
|
$ |
(78,250 |
) |
Issuance of Series C Preferred Stock for cash, net of offering costs |
|
|
16,404 |
|
|
|
34,793 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercise of warrants |
|
|
- |
|
|
|
- |
|
|
|
|
2,457 |
|
|
|
- |
|
|
|
5 |
|
|
|
- |
|
|
|
- |
|
|
|
5 |
|
Conversion of Convertible Preferred Stock to Common Stock |
|
|
(121,226 |
) |
|
|
(146,225 |
) |
|
|
|
121,226 |
|
|
|
13 |
|
|
|
146,212 |
|
|
|
- |
|
|
|
- |
|
|
|
146,225 |
|
Reverse recapitalization, net of transaction costs |
|
|
- |
|
|
|
- |
|
|
|
|
59,657 |
|
|
|
6 |
|
|
|
444,641 |
|
|
|
- |
|
|
|
- |
|
|
|
444,647 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
8,131 |
|
|
|
- |
|
|
|
- |
|
|
|
8,131 |
|
Redemption of warrants |
|
|
- |
|
|
|
- |
|
|
|
|
148 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock warrants issued to customers as consideration |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
121 |
|
|
|
- |
|
|
|
- |
|
|
|
121 |
|
Common stock warrants related to marketing expense |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
810 |
|
|
|
- |
|
|
|
- |
|
|
|
810 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(71,961 |
) |
|
|
- |
|
|
|
(71,961 |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(226 |
) |
|
|
(226 |
) |
Balance, December 31, 2021 |
|
|
- |
|
|
|
- |
|
|
|
|
193,864 |
|
|
|
19 |
|
|
|
604,077 |
|
|
|
(154,603 |
) |
|
|
9 |
|
|
|
449,502 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
13,716 |
|
|
|
- |
|
|
|
- |
|
|
|
13,716 |
|
Tax withholdings related to net share settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
(907 |
) |
|
|
- |
|
|
|
(4,045 |
) |
|
|
- |
|
|
|
- |
|
|
|
(4,045 |
) |
Issuance of common stock upon vesting of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
3,026 |
|
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1 |
|
Common stock warrants issued to customers as consideration |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
72 |
|
|
|
- |
|
|
|
- |
|
|
|
72 |
|
Common stock warrants related to marketing expense |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
217 |
|
|
|
- |
|
|
|
- |
|
|
|
217 |
|
Reverse recapitalization, net of transaction costs |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
(70 |
) |
|
|
- |
|
|
|
- |
|
|
|
(70 |
) |
Exercise of options |
|
|
- |
|
|
|
- |
|
|
|
|
465 |
|
|
|
- |
|
|
|
219 |
|
|
|
- |
|
|
|
- |
|
|
|
219 |
|
Net settlement related to exercise of options |
|
|
- |
|
|
|
- |
|
|
|
|
(5 |
) |
|
|
- |
|
|
|
(33 |
) |
|
|
- |
|
|
|
- |
|
|
|
(33 |
) |
Exercise of warrants |
|
|
- |
|
|
|
- |
|
|
|
|
1,874 |
|
|
|
- |
|
|
|
3 |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
ESPP purchases |
|
|
- |
|
|
|
- |
|
|
|
|
208 |
|
|
|
- |
|
|
|
1,125 |
|
|
|
- |
|
|
|
- |
|
|
|
1,125 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(96,322 |
) |
|
|
- |
|
|
|
(96,322 |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(185 |
) |
|
|
(185 |
) |
Balance, December 31, 2022 |
|
|
- |
|
|
|
- |
|
|
|
|
198,525 |
|
|
|
20 |
|
|
|
615,281 |
|
|
|
(250,925 |
) |
|
|
(176 |
) |
|
|
364,200 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
13,271 |
|
|
|
- |
|
|
|
- |
|
|
|
13,271 |
|
Issuance of common stock upon vesting of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
2,259 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Tax withholdings related to net share settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
(658 |
) |
|
|
- |
|
|
|
(1,925 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,925 |
) |
Exercise of options |
|
|
- |
|
|
|
- |
|
|
|
|
3,035 |
|
|
|
- |
|
|
|
913 |
|
|
|
- |
|
|
|
- |
|
|
|
913 |
|
Net settlement related to exercise of options |
|
|
- |
|
|
|
- |
|
|
|
|
(148 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
ESPP purchases |
|
|
- |
|
|
|
- |
|
|
|
|
314 |
|
|
|
- |
|
|
|
809 |
|
|
|
- |
|
|
|
- |
|
|
|
809 |
|
Common stock warrants issued to customers as consideration |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(193 |
) |
|
|
- |
|
|
|
- |
|
|
|
(193 |
) |
||
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(34,587 |
) |
|
|
- |
|
|
|
(34,587 |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(40 |
) |
|
|
(40 |
) |
Balance, December 31, 2023 |
|
|
- |
|
|
$ |
- |
|
|
|
|
203,327 |
|
|
$ |
20 |
|
|
$ |
628,156 |
|
|
$ |
(285,512 |
) |
|
$ |
(216 |
) |
|
$ |
342,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See accompanying Notes to Consolidated Financial Statements. |
|
||||||||||||||||||||||||||||||||
58
SMARTRENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
(34,587 |
) |
|
$ |
(96,322 |
) |
|
$ |
(71,961 |
) |
Adjustments to reconcile net loss to net cash used by operating activities |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
5,533 |
|
|
|
4,262 |
|
|
|
463 |
|
Amortization of debt discount |
|
|
- |
|
|
|
- |
|
|
|
14 |
|
Asset Impairment |
|
|
- |
|
|
|
4,441 |
|
|
|
- |
|
Non-employee warrant expense |
|
|
(193 |
) |
|
|
289 |
|
|
|
931 |
|
Provision for warranty expense |
|
|
2,135 |
|
|
|
(784 |
) |
|
|
7,634 |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
27 |
|
Non-cash lease expense |
|
|
1,104 |
|
|
|
1,405 |
|
|
|
621 |
|
Stock-based compensation related to acquisition |
|
|
109 |
|
|
|
811 |
|
|
|
812 |
|
Stock-based compensation |
|
|
13,162 |
|
|
|
12,905 |
|
|
|
7,319 |
|
Compensation expense related to acquisition |
|
|
2,057 |
|
|
|
5,042 |
|
|
|
- |
|
Change in fair value of earnout related to acquisition |
|
|
412 |
|
|
|
310 |
|
|
|
- |
|
Deferred tax benefit |
|
|
- |
|
|
|
(5,720 |
) |
|
|
- |
|
Non-cash interest expense |
|
|
139 |
|
|
|
107 |
|
|
|
11 |
|
Provision for excess and obsolete inventory |
|
|
2,494 |
|
|
|
117 |
|
|
|
(39 |
) |
Provision for doubtful accounts |
|
|
819 |
|
|
|
242 |
|
|
|
226 |
|
Change in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
(177 |
) |
|
|
(15,943 |
) |
|
|
(23,969 |
) |
Inventory |
|
|
31,689 |
|
|
|
(42,811 |
) |
|
|
(15,778 |
) |
Deferred cost of revenue |
|
|
13,003 |
|
|
|
(9,880 |
) |
|
|
(9,315 |
) |
Prepaid expenses and other assets |
|
|
838 |
|
|
|
5,570 |
|
|
|
(11,284 |
) |
Accounts payable |
|
|
(3,484 |
) |
|
|
12,446 |
|
|
|
3,811 |
|
Accrued expenses and other liabilities |
|
|
(11,046 |
) |
|
|
3,243 |
|
|
|
1,605 |
|
Deferred revenue |
|
|
(16,800 |
) |
|
|
43,691 |
|
|
|
38,945 |
|
Lease liabilities |
|
|
(1,226 |
) |
|
|
(1,254 |
) |
|
|
(449 |
) |
Net cash provided by (used in) operating activities |
|
|
5,981 |
|
|
|
(77,833 |
) |
|
|
(70,376 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Payments for SightPlan acquisition, net of cash acquired |
|
|
- |
|
|
|
(129,676 |
) |
|
|
- |
|
Payments for iQuue acquisition, net of cash acquired |
|
|
- |
|
|
|
- |
|
|
|
(5,902 |
) |
Payments for investment in non-affiliate |
|
|
(2,250 |
) |
|
|
- |
|
|
|
- |
|
Purchase of property and equipment |
|
|
(147 |
) |
|
|
(1,113 |
) |
|
|
(1,471 |
) |
Payment for loan receivable |
|
|
- |
|
|
|
- |
|
|
|
(2,000 |
) |
Capitalized software costs |
|
|
(3,626 |
) |
|
|
(3,204 |
) |
|
|
- |
|
Net cash used in investing activities |
|
|
(6,023 |
) |
|
|
(133,993 |
) |
|
|
(9,373 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Payment on term loan |
|
|
- |
|
|
|
- |
|
|
|
(4,861 |
) |
Payments of senior revolving facility transaction costs |
|
|
- |
|
|
|
- |
|
|
|
(658 |
) |
Proceeds from warrant exercise |
|
|
- |
|
|
|
3 |
|
|
|
5 |
|
Proceeds from options exercise |
|
|
913 |
|
|
|
186 |
|
|
|
- |
|
Proceeds from ESPP purchases |
|
|
809 |
|
|
|
1,125 |
|
|
|
- |
|
Taxes paid related to net share settlements of stock-based compensation awards |
|
|
(1,925 |
) |
|
|
(4,045 |
) |
|
|
- |
|
Convertible preferred stock issued |
|
|
- |
|
|
|
- |
|
|
|
35,000 |
|
Payments of convertible stock transaction costs |
|
|
- |
|
|
|
- |
|
|
|
(207 |
) |
Proceeds from business combination and private offering |
|
|
- |
|
|
|
- |
|
|
|
500,628 |
|
Payments for business combination and private offering transaction costs |
|
|
- |
|
|
|
(70 |
) |
|
|
(55,981 |
) |
Payment of earnout related to acquisition |
|
|
(1,702 |
) |
|
|
- |
|
|
|
- |
|
Net cash (used in) provided by financing activities |
|
|
(1,905 |
) |
|
|
(2,801 |
) |
|
|
473,926 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(57 |
) |
|
|
(264 |
) |
|
|
(191 |
) |
Net decrease (increase) in cash, cash equivalents, and restricted cash |
|
|
(2,004 |
) |
|
|
(214,891 |
) |
|
|
393,986 |
|
Cash, cash equivalents, and restricted cash - beginning of period |
|
|
217,713 |
|
|
|
432,604 |
|
|
|
38,618 |
|
Cash, cash equivalents, and restricted cash - end of period |
|
$ |
215,709 |
|
|
$ |
217,713 |
|
|
$ |
432,604 |
|
|
|
|
|
|
|
|
|
|
|
|||
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
215,214 |
|
|
$ |
210,409 |
|
|
$ |
430,841 |
|
Restricted cash, current portion |
|
|
495 |
|
|
|
7,057 |
|
|
|
1,268 |
|
Restricted cash, included in other long-term assets |
|
|
- |
|
|
|
247 |
|
|
|
495 |
|
Total cash, cash equivalents, and restricted cash |
|
$ |
215,709 |
|
|
$ |
217,713 |
|
|
$ |
432,604 |
|
|
|
|
|
|
|
|
|
|
|
|||
See accompanying Notes to Consolidated Financial Statements. |
|
|||||||||||
59
SMARTRENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(in thousands)
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
|||
Interest paid |
|
$ |
97 |
|
|
$ |
146 |
|
|
$ |
254 |
|
Cash paid for income taxes |
|
|
78 |
|
|
|
197 |
|
|
|
14 |
|
Schedule of non-cash investing and financing activities |
|
|
|
|
|
|
|
|
|
|||
Accrued property and equipment at period end |
|
|
9 |
|
|
|
110 |
|
|
|
25 |
|
Contingent consideration |
|
|
- |
|
|
|
- |
|
|
|
5,230 |
|
Acquisition consideration held in escrow |
|
|
- |
|
|
|
- |
|
|
|
1,021 |
|
Conversion of convertible preferred stock to common stock |
|
|
- |
|
|
|
- |
|
|
|
146,225 |
|
|
|
|
|
|
|
|
|
|
|
|||
See accompanying Notes to Consolidated Financial Statements. |
|
|||||||||||
60
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
SmartRent, Inc., and its wholly owned subsidiaries (collectively, the "Company"), is an enterprise real estate technology company that provides comprehensive management software and applications designed for property owners, managers and residents. Its suite of products and services, which includes both smart building hardware and cloud-based SaaS solutions, provides seamless visibility and control over real estate assets. The Company’s platform lowers operating costs, increases revenues, mitigates operational friction and protects assets for owners and operators, while providing a differentiated, elevated living experience for residents. The Company is headquartered in Scottsdale, Arizona.
The Company, formerly known as Fifth Wall Acquisition Corp. I, was originally incorporated in Delaware on November 23, 2020, as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 9, 2021, the Company consummated its initial public offering, following which its shares began trading on the Nasdaq National Market. On April 21, 2021, FWAA entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with SmartRent.com, Inc. (“Legacy SmartRent”) and Einstein Merger Corp. I, a wholly owned subsidiary of FWAA. On August 24, 2021, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, FWAA changed its name to SmartRent, Inc. and its shares began trading on the NYSE under the symbol “SMRT.” As a result of the Business Combination, SmartRent, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy SmartRent and its subsidiaries.
The Business Combination
The Company entered into the Merger Agreement in April 2021 and consummated the Business Combination in August 2021. Upon the closing of the Business Combination, Merger Sub merged with and into Legacy SmartRent, with Legacy SmartRent continuing as the surviving company and changing its name to “SmartRent Technologies, Inc.” In connection with the consummation of the Business Combination, the Company changed its name from “Fifth Wall Acquisition Corp. I” to “SmartRent, Inc.” and changed its trading symbol and securities exchange from “FWAA” on Nasdaq to “SMRT” on the NYSE.
Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 550,000 shares, of which 500,000 shares were designated common stock, $0.0001 par value per share, and of which 50,000 shares were designated preferred stock, $0.0001 par value per share.
Upon consummation of the Business Combination, each share of Legacy SmartRent convertible preferred stock and common stock issued and outstanding was canceled and converted into the right to receive approximately 4.8846 shares (the “Exchange Ratio”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”).
Outstanding stock options and RSUs, whether vested or unvested, to purchase or receive shares of Legacy SmartRent common stock granted under the 2018 Stock Plan (see Note 8) converted into stock options and RSUs to purchase shares of the Company’s Common Stock upon the same terms and conditions that were in effect with respect to such stock options and RSUs immediately prior to the Business Combination, after giving effect to the Exchange Ratio.
Outstanding warrants, whether vested or unvested, to purchase shares of Legacy SmartRent common stock (see Note 7) converted into warrants for shares of the Company’s Common Stock upon the same terms and conditions that were in effect with respect to such warrants immediately prior to the Business Combination, after giving effect to the Exchange Ratio.
In connection with the Business Combination,
• Holders of less than one thousand shares of FWAA’s Class A Common Stock sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from FWAA’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Each such share was redeemed for approximately $10.00 per share, or $2 in the aggregate;
• The shares of FWAA Class B Common Stock held by Fifth Wall Acquisition Sponsor, LLC (“Sponsor”) and FWAA’s independent directors automatically converted to 8,625 shares of Common Stock; and • Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors purchased an aggregate of 15,500 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $155,000 (the “PIPE Investment”).
61
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
At the closing of the Business Combination, the Company consummated the PIPE Investment.
The Company incurred direct and incremental costs of approximately $55,981 in connection with the Business Combination and the related equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds.
The Company accounted for this transaction as a reverse merger in accordance with GAAP. Under this method of accounting, FWAA was treated as the “acquired” company for financial reporting purposes. See Note 2 "Significant Accounting Policies" for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy SmartRent issuing stock for the net assets of FWAA, accompanied by a recapitalization. The net assets of FWAA are stated at historical cost, with no goodwill or intangible assets recorded.
Prior to the Business Combination, Legacy SmartRent and FWAA filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, SmartRent, Inc. files a consolidated income tax return. For legal purposes, FWAA acquired Legacy SmartRent, and the transaction represents a reverse acquisition for federal income tax purposes - SmartRent, Inc. is the parent of the consolidated group with SmartRent Technologies, Inc. as a subsidiary, but in the year of the closing of the Business Combination, the consolidated tax return of SmartRent, Inc. included a full year period for Legacy SmartRent and stub-year for FWAA starting the day after the closing of the Business Combination. FWAA filed a short year return for the period prior to the acquisition.
Upon closing of the Business Combination, the Company received gross proceeds of $500,628 from the Business Combination and PIPE Investment, offset by offerings costs of $55,981.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company's financial statements have been prepared on a consolidated basis and as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 include the consolidated accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein.
Immaterial Restatement of Prior Period Financial Statements
Subsequent to the issuance of the Company’s financial statements for the year ended December 31, 2022, the Company’s management identified an error in the classification of cash paid for capitalized software costs that had previously been included in operating activities but should have been included in investing activities within the statement of cash flows. As a result, the accompanying consolidated statement of cash flows for the year ended December 31, 2022 has been restated from amounts previously reported. For the year ended December 31, 2021, no such costs were paid, thus, no restatement was required. Management determined that the error was not material to previously issued financial statements. The following table presents the effects of the restatement to the Company’s consolidated statement of cash flows for the year ended December 31, 2022.
|
As Previously Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|||
Change in Prepaid expenses and other Assets |
$ |
2,366 |
|
|
$ |
3,204 |
|
|
$ |
5,570 |
|
Net cash used in operating activities |
|
(81,037 |
) |
|
|
3,204 |
|
|
|
(77,833 |
) |
|
|
|
|
|
|
|
|
|
|||
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|||
Capitalized software costs |
|
- |
|
|
|
(3,204 |
) |
|
|
(3,204 |
) |
Net cash used in investing activities |
$ |
(130,789 |
) |
|
$ |
(3,204 |
) |
|
$ |
(133,993 |
) |
62
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Foreign Currency
SmartRent, Inc.'s functional and reporting currency is United States Dollars (“USD”) and its foreign subsidiaries have a functional currency other than USD. Financial position and results of operations of the Company's international subsidiaries are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company's international subsidiaries' statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the Consolidated Statements of Operations and Comprehensive Loss.
Liquidity
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. Management believes that currently available resources will provide sufficient funds to enable the Company to meet its obligations for at least one year past the issuance date of these financial statements. The Company may need to raise additional capital through equity or debt financing to fund future operations until it generates positive operating cash flows. There can be no assurance that such additional equity or debt financing will be available on terms acceptable to the Company, or at all.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expense during the reporting period. These estimates made by management include valuing the Company’s inventories on hand, allowance for doubtful accounts, intangible assets, earnout liabilities, warranty liabilities, stand-alone selling price of items sold, and certain assumptions used in the valuation of equity awards, including the estimated fair value of common stock warrants, and assumptions used to estimate the fair value of stock-based compensation expense. Actual results could differ materially from those estimates.
Acquisitions
In March 2022, the Company purchased all of the outstanding equity interests of SightPlan in an acquisition that meets the definition of a business combination, for which the acquisition method of accounting was used (see Note 13). The acquisition was recorded on the date that the Company obtained control over the acquired business. The consideration paid was determined on the acquisition date. The acquisition-related costs, such as professional fees, were excluded from the consideration transferred and were recorded as expense in the period incurred. Assets acquired and liabilities assumed by the Company were recorded at their estimated fair values, while goodwill was measured as the excess of the consideration paid over the fair value of the net identifiable assets acquired and liabilities assumed.
In December 2021, the Company purchased all of the outstanding equity interests of iQuue in an acquisition that meets the definition of a business combination, for which the acquisition method of accounting was used. The acquisition was recorded on the date that the Company obtained control over the acquired business. The consideration paid was determined on the acquisition date. The acquisition-related costs, such as professional fees, were excluded from the consideration transferred and recorded as expense in the period incurred. Assets acquired and liabilities assumed by the Company were recorded at their estimated fair values, while goodwill was measured as the excess of the consideration paid over the fair value of the net identifiable assets acquired and liabilities assumed.
63
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Net Loss Per Share Attributable to Common Stockholders
The Company follows the two-class method to include the dilutive effect of securities that participated in dividends, if and when declared, when computing net income per common share. The two-class method determines net income per common share for each class of common stock and participating securities according to dividends, if and when declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The anti-dilutive effect of potentially dilutive securities is excluded from the computation of net loss per share because inclusion of such potentially dilutive shares on an as-converted basis would have been anti-dilutive.
The Company considers any unvested common shares subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of unvested common shares subject to repurchase do not have a contractual obligation to share in losses.
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase and any shares issuable by the exercise of warrants for nominal consideration.
Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports a net loss, the diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because inclusion of such potentially dilutive shares on an as-converted basis would have been anti-dilutive.
Cash and Cash Equivalents
The Company considers financial instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at multiple financial institutions, and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. The Company believes any risks are mitigated through the size and security of the financial institution at which its cash balances are held.
Restricted Cash
The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Consolidated Balance Sheets. The Company determines current or non-current classification based on the expected duration of the restriction.
Accounts Receivable, net
Accounts receivable consist of balances due from customers resulting from the sale of hardware, professional services and Hosted Services. Accounts receivable are recorded at invoiced amounts, are non-interest bearing and are presented net of the associated allowance for doubtful accounts on the Consolidated Balance Sheets. The allowance for doubtful accounts totaled $1,361 and $606 as of December 31, 2023, and December 31, 2022, respectively. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss; the provision for doubtful accounts totaled $819, $242, and $226 for the years ended December 31, 2023, 2022, and 2021, respectively. There were no material write-offs of accounts receivable for the years ended December 31, 2023, 2022, and 2021. The Company evaluates the collectability of the accounts receivable balances and has determined the allowance for doubtful accounts based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the Consolidated Balance Sheets date. Accounts receivable determined to be uncollectible are charged against the allowance for doubtful accounts. Actual collections of accounts receivable could differ from management’s estimates.
64
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Significant Customers
A significant customer represents 10% or more of the Company’s total revenue or net accounts receivable balance at each respective Consolidated Balance Sheet date. Revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable for each significant customer follows.
|
|
Accounts Receivable |
|
Revenue |
||||||
|
|
As of |
|
For the years ended |
||||||
|
|
December 31, 2023 |
|
December 31, 2022 |
|
December 31, 2023 |
|
December 31, 2022 |
|
December 31, 2021 |
Customer A |
|
* |
|
30% |
|
12% |
|
15% |
|
12% |
Customer B |
|
* |
|
* |
|
* |
|
12% |
|
12% |
Customer C |
|
18% |
|
* |
|
12% |
|
* |
|
* |
Customer D |
|
13% |
|
* |
|
* |
|
* |
|
* |
* Total less than 10% for the respective period
Inventory
Inventories, which are comprised of smart home equipment and components, are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out method. The Company adjusts the inventory balance based on anticipated obsolescence, usage and historical write-offs.
In August 2023 the Company entered into the Agreement with ADI, pursuant to which, ADI will serve as the Company's non-exclusive hardware fulfillment partner throughout the United States, Canada, and Puerto Rico. In connection with the Agreement, the Company has agreed to transfer certain of its inventory to ADI, which ADI will use to fulfill the Company's sales in exchange for cash. The Company is subject to certain buy back provisions relating to the transferred inventory. As of December 31, 2023, the Company recorded $851 in connection with the buy back provision, which is recorded in other current liabilities on the balance sheet. The Company retains control of the inventory transferred to ADI and continues to recognize the inventory on the balance sheet. Revenue is recognized at a point in time when the inventory is shipped to the customer. No revenue is recognized when inventory is transferred to ADI.
Goodwill
Goodwill represents the excess of cost over net assets of the Company's completed business combinations. The Company tests for potential impairment of goodwill on an annual basis as of September 30 to determine if the carrying value is less than the fair value. The Company will conduct additional tests between annual tests if there are indications of potential goodwill impairment. No goodwill impairment has been recorded as of December 31, 2023 and December 31, 2022.
Intangible Assets
The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of acquisitions made in prior years. Intangible assets are amortized on a straight-line basis based on their estimated useful lives. The estimated useful life of these intangible assets are as follows.
|
|
Estimated useful life (in years) |
|
Trade name |
|
5 |
|
Customer relationships |
|
10 - 13 |
|
Developed technology |
|
1 - 7 |
|
Property and Equipment, net
Property and equipment is stated at cost, net of accumulated depreciation and amortization. Costs of improvements that extend the economic life or improve service potential are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Repairs and maintenance expense for the years ended December 31, 2023, 2022 and 2021 was $26, $50 and $15, respectively, and is included in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss.
65
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Depreciation and amortization are included in cost of revenue and general and administrative expenses and are computed using the straight-line basis over estimated useful lives of those assets as follows.
|
Estimated useful life (in years) |
Computer hardware and software |
5 |
Furniture and fixtures |
7 |
Warehouse equipment |
15 |
Leasehold improvements |
Shorter of the estimated useful life or lease term |
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including property and equipment, intangible assets and operating lease right of use assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets, or asset groups, is measured by comparing the carrying amounts of such assets or asset groups to the future undiscounted cash flows that such assets or asset groups are expected to generate. If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Leases
The Company classifies an arrangement as a lease at inception by determining if the arrangement conveys the right to control the use of the identified asset for a period of time in exchange for consideration. If the arrangement is identified as a lease, classification is determined at the commencement of the arrangement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date.
The Company estimates its incremental borrowing rate to discount future lease payments. The incremental borrowing rate reflects the interest rate that the Company would expect to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease costs are expensed as incurred. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of assets. Lease payments for short-term leases with a term of twelve months or less are expensed on a straight-line basis over the lease term. Operating leases are included in other long-term assets, accrued expenses and other current liabilities, and other long-term liabilities.
Warranty Allowance
The Company provides its customers with limited-service warranties associated with product replacement and related services. The warranty typically lasts one year following the installation of the product. The estimated warranty costs, which are expensed at the time of sale and included in hardware cost of revenue, are based on the results of product testing, industry and historical trends and warranty claim rates incurred and are adjusted for identified current or anticipated future trends as appropriate. Actual warranty claim costs could differ from these estimates. For the years ended December 31, 2023, 2022 and 2021, warranty expense included in cost of hardware revenue was $2,142, $852 and $8,305, respectively. As of December 31, 2023, and December 31, 2022, the Company’s warranty allowance was $2,215 and $2,277, respectively.
During the year ended December 31, 2020, the Company identified a deficiency with batteries contained in certain hardware sold and has included an estimate of the expected cost to remove these batteries, which were acquired from one supplier, in its warranty allowance. During the year ended December 31, 2021, the Company identified additional deficient batteries, and while the number of deficient batteries is less than one percent of the total number of all batteries deployed, the Company has elected to replace all such batteries from previously deployed hardware devices. As of December 31, 2023, and December 31, 2022, $864 and $1,687, respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency.
66
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
During the year ended December 31, 2023, the Company identified a deficiency with the firmware and sensor accuracy of certain hardware sold and has included an estimate of the expected cost to update the related firmware and hardware. As of December 31, 2023, $410 is included in the Company’s warranty allowance related to the remaining cost to perform the firmware and hardware updates.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Warranty reserve beginning balance |
|
$ |
2,277 |
|
|
$ |
6,106 |
|
Non-recurring warranty items incurred |
|
|
1,746 |
|
|
|
- |
|
Warranty accrual (reversal) for completed projects |
|
|
327 |
|
|
|
(784 |
) |
Warranty settlements |
|
|
(2,135 |
) |
|
|
(3,045 |
) |
Warranty reserve ending balance |
|
$ |
2,215 |
|
|
$ |
2,277 |
|
Fair Value of Financial Instruments
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to on-going fair value measurement are categorized and disclosed into one of three categories depending on observable or unobservable inputs employed in the measurement. These two types of inputs have created the following fair value hierarchy.
Level 1: Quoted prices in active markets that are accessible at the measurement date for assets and liabilities.
Level 2: Observable prices that are based on inputs not quoted in active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available.
This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The Company recognizes transfers between levels of the hierarchy based on the fair values of the respective financial measurements at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2023 or 2022. The carrying amounts of the Company’s accounts receivable, accounts payable and accrued and other liabilities approximate their fair values due to their short maturities.
67
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Revenue Recognition
The Company derives its revenue primarily from sales of systems that consist of hardware devices, professional services and Hosted Services to assist property owners and property managers with visibility and control over assets, while providing all-in-one home control offerings for residents. Revenue is recorded when control of these products and services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those products and services.
The Company may enter into contracts that contain multiple distinct performance obligations. The transaction price for a typical arrangement includes the price for: smart home hardware devices, professional services, and a subscription for use of the Company's software (“Hosted Services”). Included in these contracts are centrally connected devices ("Hub Devices"), which integrate the Company’s enterprise software with third party smart devices. Historically, the Company only sold non-distinct Hub Devices which only functioned with a subscription to its software. During the year ended December 31, 2022, the Company began shipping distinct Hub Devices. Non-distinct Hub Devices are recognized as a single performance obligation with the Company’s software in Hosted Services revenue, while distinct Hub Devices are recognized as a separate performance obligation in hardware revenue. When distinct Hub Devices are included in a contract, the Hosted Services performance obligation is comprised of only the Company’s software.
The Company considers delivery for each of the hardware, professional services and Hosted Services to be separate performance obligations. The hardware performance obligation includes the delivery of smart home hardware and distinct Hub Devices. The professional services performance obligation includes the services to install the hardware. The Hosted Services performance obligation provides a subscription that allows the customer access to software during the contracted-use term when the promised service is provided to the customer. Also included in the hosted service performance obligation are non-distinct Hub Devices that only function with a subscription to the Company’s software.
Payments are received by the Company by credit card, check or automated clearing house payments and payment terms are determined by individual contracts and generally range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue. The Company has elected the following practical expedients following the adoption of ASC 606:
68
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Timing of Revenue Recognition is as follows.
Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices generally consist of a distinct Hub Device, door-locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to the Company's software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the hardware device is shipped to the customer. The Company generally provides a one-year warranty period on hardware devices that are delivered and installed. The cost of the warranty is recorded as a component of cost of hardware revenue.
Professional services revenue results from installing smart home hardware devices, which does not result in significant customization of the product and is generally performed over a period from two to four weeks. Installations can be performed by the Company's employees, contracted out to a third-party with the Company's employees managing the engagement, or the customer can perform the installation themselves. The Company’s professional services contracts are generally arranged on a fixed price basis and revenue is recognized over the period in which the installations are completed.
Hosted Services revenue primarily consists of monthly subscription revenue generated from fees that provide customers access to one or more of the Company’s software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms ranging from one-month to eight-years and include recurring fixed plan subscription fees. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial.
Also included in Hosted Services revenue are non-distinct Hub Devices. The Company considers those devices and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for those devices upon shipment to the customer. The revenue is then amortized over its average service life. When a non-distinct Hub Device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years.
69
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Cost of Revenue
Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement.
Cost of hardware revenue consists primarily of direct costs of products, such as the distinct Hub Device, hardware devices, supplies purchased from third-party providers, and shipping costs, together with indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use assets), infrastructure costs, personnel-related costs associated with the procurement and distribution of products and warranty expenses together with the indirect cost of customer care and support.
Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with the installation of products and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents.
Cost of Hosted Services revenue consists primarily of the amortization of the direct costs of non-distinct Hub Devices, consistent with the revenue recognition period noted above in "Hosted Services Revenue", and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement.
Deferred Cost of Revenue
Deferred cost of revenue includes all direct costs included in cost of revenue for Hosted Services and non-distinct Hub Devices that have been deferred to future periods.
Research and Development
These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings. The Company accounts for the cost of research and development by capitalizing qualifying costs, which are incurred during the product development stage, and amortizing those costs over the product’s estimated useful life. The Company expenses preliminary evaluation costs as they are incurred before the product development stage, as well as post development implementation and operation costs, such as training, maintenance and minor upgrades. As of December 31, 2023, the Company had capitalized $7,064 of research and development costs in other long-term assets on the Consolidated Balance Sheets, of which $6,163 remained to be amortized. As of December 31, 2022, the Company had capitalized $3,145 of research and development costs in other long-term assets on the Consolidated Balance Sheets, of which $3,066 remains to be amortized. During the years ended December 31, 2023 and 2022, $822 and $79 of amortization expense related to capitalized research and development was recorded in research and development expenses on the Consolidated Statements of Operations and Comprehensive Loss, respectively. There was no such amortization expense recorded during the year ended December 31, 2021.
Advertising
Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $432, $292 and $801 of advertising expenses for the years ended December 31, 2023, 2022 and 2021, respectively.
Segments
The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s principal operations are in the United States and the Company’s long-lived assets are located primarily within the United States. The Company held $8,280 and $8,096 of assets outside the United States at December 31, 2023, and December 31, 2022, respectively.
70
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Recent Accounting Guidance
Recent Accounting Guidance Not Yet Adopted
In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU updates the annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is also permitted. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09 - Income Taxes (Topics 740): Improvements to Income Tax Disclosures. This ASU requires the expansion of disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures.
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326)” which modifies the measurement of expected credit losses of certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022 and must be applied using a modified-retrospective approach, with early adoption permitted. The requirement to disclose credit quality indicators by year or origination is not applicable to trade receivables due in one year or less that result from revenue transactions within the scope of ASC 606. The Company adopted ASU 2016-13 effective January 1, 2023 using the modified-retrospective approach. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
NOTE 3. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF INSTRUMENTS
The following tables display the carrying values and fair values of financial instruments.
|
|
|
|
As of December 31, 2023 |
|
|
As of December 31, 2022 |
|
||||||||||||||||||
Assets on the Consolidated Balance Sheets |
|
|
|
Carrying Value |
|
|
Unrealized |
|
|
Fair |
|
|
Carrying |
|
|
Unrealized Losses |
|
|
Fair |
|
||||||
Cash and cash equivalents |
|
Level 1 |
|
$ |
215,214 |
|
|
$ |
- |
|
|
$ |
215,214 |
|
|
$ |
210,409 |
|
|
$ |
- |
|
|
$ |
210,409 |
|
Restricted cash |
|
Level 1 |
|
|
495 |
|
|
|
- |
|
|
|
495 |
|
|
|
7,304 |
|
|
|
- |
|
|
$ |
7,304 |
|
Total |
|
|
|
$ |
215,709 |
|
|
$ |
- |
|
|
$ |
215,709 |
|
|
$ |
217,713 |
|
|
$ |
- |
|
|
$ |
217,713 |
|
The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Consolidated Balance Sheets.
|
|
|
|
As of December 31, 2023 |
|
|
As of December 31, 2022 |
|
||||||||||
Liabilities on the Consolidated Balance Sheets |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
Acquisition earnout payment |
|
Level 3 |
|
$ |
4,250 |
|
|
$ |
4,250 |
|
|
$ |
5,540 |
|
|
$ |
5,540 |
|
Total liabilities |
|
|
|
$ |
4,250 |
|
|
$ |
4,250 |
|
|
$ |
5,540 |
|
|
$ |
5,540 |
|
71
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The Company reports the current portion of the acquisition earnout payment as a component of other current liabilities in the Consolidated Balance Sheets and the non-current portion is a component of other long-term liabilities on the Consolidated Balance Sheets. Earnout payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company's Level 3 liabilities for the year ended December 31, 2023 and the year ended December 31, 2022 are as follows.
|
|
|
|
As of |
|
|||||
|
|
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Balance at beginning of period |
|
|
|
$ |
5,540 |
|
|
$ |
5,230 |
|
Payment of earnout in connection with the iQuue acquisition |
|
|
|
|
(1,702 |
) |
|
|
- |
|
Change in fair value of earnout |
|
|
|
|
412 |
|
|
|
310 |
|
Balance at end of period |
|
|
|
$ |
4,250 |
|
|
$ |
5,540 |
|
The fair value of the earnout payment is measured on a recurring basis at each reporting date. The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the earnout payment as of December 31, 2023 and December 31, 2022. During the year ended December 31, 2023 the Company determined there was a $412 increase in the fair value of the earnout, primarily due to a decreased payment term as the Company is one year closer to the payout date. During the year ended December 31, 2022, there was a $310 increase in the fair value of the earnout, primarily due to a decreased payment term as the Company gets closer to the payout date. The Company recorded these adjustments in general and administrative expense on the Consolidated Statement of Operations and Comprehensive Loss. See Note 13 for more information regarding the earnout payment. The following table sets forth the weighted-average assumptions used to estimate the fair value of the earnout payment as of December 31, 2023 and December 31, 2022.
|
|
|
|
As of |
|
|||||
|
|
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Discount Rate |
|
|
|
|
10.50 |
% |
|
|
9.80 |
% |
Volatility |
|
|
|
|
42.00 |
% |
|
|
42.00 |
% |
NOTE 4. REVENUE AND DEFERRED REVENUE
Disaggregation of Revenue
In the following tables, revenue is disaggregated by primary geographical market, type of revenue, and SmartRent Solution.
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Revenue by geography |
|
|
|
|
|
|
|
|
|
|||
United States |
|
$ |
235,553 |
|
|
$ |
165,795 |
|
|
$ |
108,072 |
|
International |
|
|
1,285 |
|
|
|
2,026 |
|
|
|
2,565 |
|
Total revenue |
|
$ |
236,838 |
|
|
$ |
167,821 |
|
|
$ |
110,637 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
For the years ended December 31, |
|
|||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Revenue by type |
|
|
|
|
|
|
|
|
|
|||
Hardware |
|
$ |
137,201 |
|
|
$ |
87,372 |
|
|
$ |
69,629 |
|
Professional services |
|
|
35,473 |
|
|
|
32,301 |
|
|
|
22,732 |
|
Hosted services |
|
|
64,164 |
|
|
|
48,148 |
|
|
|
18,276 |
|
Total revenue |
|
$ |
236,838 |
|
|
$ |
167,821 |
|
|
$ |
110,637 |
|
72
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
|
For the years ended December 31, |
|
||||||||||||||||||||||||||||||||||||
|
2023 |
|
|
2022 |
|
|
2021 |
|
||||||||||||||||||||||||||||||
|
(dollars in thousands) |
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SmartRent Solutions |
Hardware |
|
Professional Services |
|
Hosted Services |
|
Total 2023 |
|
|
Hardware |
|
Professional Services |
|
Hosted Services |
|
Total 2022 |
|
|
Hardware |
|
Professional Services |
|
Hosted Services |
|
Total 2021 |
|
||||||||||||
Smart Communities Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Smart Apartments |
$ |
130,894 |
|
$ |
30,546 |
|
$ |
49,696 |
|
$ |
211,135 |
|
|
$ |
82,799 |
|
$ |
30,419 |
|
$ |
37,605 |
|
$ |
150,823 |
|
|
$ |
64,393 |
|
$ |
22,082 |
|
$ |
17,458 |
|
$ |
103,933 |
|
Access Control |
|
3,607 |
|
|
3,527 |
|
|
912 |
|
|
8,047 |
|
|
|
3,440 |
|
|
1,799 |
|
|
316 |
|
|
5,555 |
|
|
|
1,967 |
|
|
342 |
|
|
30 |
|
|
2,339 |
|
Community WiFi |
|
395 |
|
|
996 |
|
|
688 |
|
|
2,078 |
|
|
|
179 |
|
|
44 |
|
|
257 |
|
|
480 |
|
|
|
657 |
|
|
273 |
|
|
13 |
|
|
943 |
|
Other |
|
2,305 |
|
|
404 |
|
|
1,534 |
|
|
4,243 |
|
|
|
954 |
|
|
39 |
|
|
1,537 |
|
|
2,529 |
|
|
|
2,612 |
|
|
35 |
|
|
775 |
|
|
3,422 |
|
Smart Operations Solutions |
|
- |
|
|
- |
|
|
11,334 |
|
|
11,334 |
|
|
|
- |
|
|
- |
|
|
8,433 |
|
|
8,433 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Total Revenue |
$ |
137,201 |
|
$ |
35,473 |
|
$ |
64,164 |
|
$ |
236,838 |
|
|
$ |
87,372 |
|
$ |
32,301 |
|
$ |
48,148 |
|
$ |
167,821 |
|
|
$ |
69,629 |
|
$ |
22,732 |
|
$ |
18,276 |
|
$ |
110,637 |
|
Remaining Performance Obligations
Advance payments received from customers are recorded as deferred revenue and are recognized upon the completion of related performance obligations over the period of service. Advance payments for non-distinct Hub Devices were recorded as deferred revenue and recognized over their average in-service life. Advance payments received from customers for subscription services are recorded as deferred revenue and recognized over the term of the subscription. A summary of the change in deferred revenue is as follows.
|
|
For the years ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Deferred revenue balance as of January 1 |
|
$ |
139,948 |
|
|
$ |
95,597 |
|
Revenue recognized from balance of deferred revenue |
|
|
(47,919 |
) |
|
|
(25,934 |
) |
Revenue deferred during the period |
|
|
71,243 |
|
|
|
111,861 |
|
Revenue recognized from revenue originated |
|
|
(40,112 |
) |
|
|
(41,576 |
) |
Deferred revenue balance as of December 31 |
|
$ |
123,160 |
|
|
$ |
139,948 |
|
As of December 31, 2023, the Company expects to recognize 56% of its total deferred revenue within the next 12 months, 21% of its total deferred revenue between 13 and 36 months, 20% between 37 and 60 months, and the remainder is expected to be recognized beyond five years. Contracts may contain termination for convenience provisions that allow the Company, customer, or both parties the ability to terminate for convenience, either at any time or upon providing a specified notice period, without a substantive termination penalty. Included in deferred revenue as of December 31, 2023 and 2022 are $39,195 and $39,932, respectively, of prepaid fees related to contracts with termination for convenience provisions which are refundable at the request of the customer. Based on the Company's historical experience, customers do not typically exercise their termination for convenience rights.
Deferred cost of revenue includes all direct costs included in cost of revenue that have been deferred to future periods.
73
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 5. OTHER BALANCE SHEET INFORMATION
Inventory consisted of the following.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Finished Goods |
|
$ |
41,206 |
|
|
$ |
74,276 |
|
Raw Materials |
|
|
369 |
|
|
|
1,449 |
|
Total inventory |
|
$ |
41,575 |
|
|
$ |
75,725 |
|
The Company writes-down inventory for any excess or obsolete inventories or when the Company believes the net realizable value of inventories is less than the carrying value. During the years ended December 31, 2023 and 2022, the Company recorded write-downs of $2,837 and $117, respectively.
Prepaid expenses and other current assets consisted of the following.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Prepaid expenses |
|
$ |
7,144 |
|
|
$ |
5,042 |
|
Other current assets |
|
|
2,215 |
|
|
|
4,140 |
|
Total prepaid expenses and other current assets |
|
$ |
9,359 |
|
|
$ |
9,182 |
|
Property and equipment, net consisted of the following.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Computer hardware |
|
$ |
2,242 |
|
|
$ |
2,192 |
|
Leasehold improvements |
|
|
717 |
|
|
|
698 |
|
Warehouse and other equipment |
|
|
748 |
|
|
|
632 |
|
Furniture and fixtures |
|
|
146 |
|
|
|
163 |
|
Property and equipment |
|
|
3,853 |
|
|
|
3,685 |
|
Less: Accumulated depreciation |
|
|
(2,453 |
) |
|
|
(1,616 |
) |
Total property and equipment, net |
|
$ |
1,400 |
|
|
$ |
2,069 |
|
Depreciation and amortization expense on all property, plant and equipment was $837, $816 and $463 during the years ended December 31, 2023, 2022 and 2021, respectively.
Intangible assets, net consisted of the following.
|
|
As of |
|
|||||||||||||||||||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
Customer relationships |
|
$ |
22,990 |
|
|
$ |
(4,001 |
) |
|
$ |
18,989 |
|
|
$ |
22,990 |
|
|
$ |
(1,778 |
) |
|
$ |
21,212 |
|
Developed technology |
|
|
10,600 |
|
|
|
(2,911 |
) |
|
|
7,689 |
|
|
|
10,600 |
|
|
|
(1,440 |
) |
|
|
9,160 |
|
Trade name |
|
|
900 |
|
|
|
(329 |
) |
|
|
571 |
|
|
|
900 |
|
|
|
(149 |
) |
|
|
751 |
|
Total intangible assets, net |
|
$ |
34,490 |
|
|
$ |
(7,241 |
) |
|
$ |
27,249 |
|
|
$ |
34,490 |
|
|
$ |
(3,367 |
) |
|
$ |
31,123 |
|
74
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Amortization expense on all intangible assets was $3,874 and $3,367 for the years ended December 31, 2023 and 2022, respectively. There was no amortization expense for the year ended December 31, 2021 as the assets were acquired on December 31, 2021 or thereafter. Total future amortization for finite-lived intangible assets is estimated as follows.
|
|
Amortization Expense |
|
|
2024 |
|
$ |
3,873 |
|
2025 |
|
|
3,873 |
|
2026 |
|
|
3,873 |
|
2027 |
|
|
3,734 |
|
2028 |
|
|
3,693 |
|
Thereafter |
|
|
8,203 |
|
Total |
|
$ |
27,249 |
|
Other long-term assets consisted of the following.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Capitalized software costs, net |
|
$ |
5,632 |
|
|
$ |
3,066 |
|
Operating lease - ROU asset, net |
|
|
2,550 |
|
|
|
3,968 |
|
Investment in non-affiliate |
|
|
2,250 |
|
|
|
- |
|
Restricted cash, long-term portion |
|
|
- |
|
|
|
247 |
|
Other long-term assets |
|
|
1,816 |
|
|
|
2,240 |
|
Total other long-term assets |
|
$ |
12,248 |
|
|
$ |
9,521 |
|
Amortization expense on capitalized research and development costs was $822 and $79 for the years ended December 31, 2023 and 2022, respectively, which is primarily related to capitalized software costs and was recorded in research and development expenses on the Consolidated Statements of Operations and Comprehensive Loss. There was no such amortization expense recorded during the year ended December 31, 2021.
In December 2023, the Company invested $2,250 in a non-affiliated, privately held entity, under a Simple Agreement for Future Equity ("SAFE") agreement. The non-affiliated entity provides support and consultation for consumers looking to manage and upgrade the technology within their home. The Company’s investment in the SAFE is recorded using the cost method of accounting and included under other long-term assets on the Consolidated Balance Sheets, as it is not readily convertible into cash. If the Company identifies factors that may be indicative of impairment the Company will review the investment for impairment. For the year ended December 31, 2023, the Company did not identify any factors indicative of impairment.
Accrued expenses and other current liabilities consisted of the following.
|
|
As of |
|
|||||
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
Accrued compensation costs |
|
$ |
10,272 |
|
|
$ |
14,157 |
|
Accrued expenses |
|
|
6,674 |
|
|
|
8,571 |
|
Warranty allowance |
|
|
2,215 |
|
|
|
2,277 |
|
Other |
|
|
5,815 |
|
|
|
9,391 |
|
Total accrued expenses and other current liabilities |
|
$ |
24,976 |
|
|
$ |
34,396 |
|
75
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 6. DEBT
Term Loan and Revolving Line of Credit Facility
In December 2021, the Company entered into a $75,000 Senior Revolving Facility with a five-year term (the "Senior Revolving Facility"). The Senior Revolving Facility includes a letter of credit sub-facility in the aggregate availability of $10,000 as a sublimit of the Senior Revolving Facility, and a swingline sub-facility in the aggregate availability of $10,000 as a sublimit of the Senior Revolving Facility. Proceeds from the Senior Revolving Facility are to be used for general corporate purposes. Amounts borrowed under the Senior Revolving Facility may be repaid and, prior to the Senior Revolving Facility maturity date, reborrowed. The Senior Revolving Facility terminates on the Senior Revolving Facility maturity date in December 2026, when the principal amount of all advances, the unpaid interest thereon, and all other obligations relating to the Senior Revolving Facility shall be immediately due and payable. The Company has yet to draw on the Senior Revolving Facility as of December 31, 2023. The Company accounted for the cancellation of its previous revolving facility and the issuance of the Senior Revolving Facility as an exchange with the same creditor. As a result, all costs related to entering into the Senior Revolving Facility that are allowed to be deferred are recorded as a deferred asset and included in other assets on the Consolidated Balance Sheets. These costs totaled $688 and will be amortized ratably over the five-year term of the Senior Revolving Facility. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $136, $147 and $11, respectively, of amortization expense in connection with these costs, as a component of interest expense on the Consolidated Statements of Operations and Comprehensive Loss.
Interest rates for draws upon the Senior Revolving Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus 0.10%, subject to a floor of 0.00%, plus an applicable margin. For ABR Loans, the interest rate is based upon the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50%, or (iii) 3.25%, plus an applicable margin. As of December 31, 2023, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 1.75% and (0.50%), respectively.
In addition to paying interest on the outstanding principal balance under the Senior Revolving Facility, the Company is required to pay a facility fee to the lender in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Senior Revolving Facility and is one fourth of one percent (0.25%) per annum based on the unused facility amount. During the years ended December 31, 2023 and 2022, the facility fee totaled $188 and $190, respectively. There were no facility fees recorded during the year ended December 31, 2021.
The Senior Revolving Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, the Company’s ability to (i) engage in certain mergers or consolidations, (ii) sell, lease or transfer all or substantially all of the Company’s assets, (iii) engage in certain transactions with affiliates, (iv) make changes in the nature of the Company’s business and its subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Senior Revolving Facility.
The Senior Revolving Facility also requires the Company, on a consolidated basis with its subsidiaries, to maintain a minimum cash balance. If the minimum cash balance is not maintained, the Company is required to maintain a minimum liquidity ratio. If an event of default occurs, the lender is entitled to take various actions, including the acceleration of amounts due under the Senior Revolving Facility and all actions permitted to be taken by a secured creditor. As of December 31, 2023, and through the date these consolidated financial statements were issued, the Company believes it was in compliance with all financial covenants.
The Senior Revolving Facility is collateralized by first priority or equivalent security interests in substantially all the property, rights, and assets of the Company.
As of December 31, 2023 and December 31, 2022, there was no outstanding principal amount under the Senior Revolving Facility.
76
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
In August 2019, Legacy SmartRent entered into a loan and security agreement for a Credit Facility. The Credit Facility provided $15,000 of borrowing capacity and consisted of a $10,000 Revolving Facility, which originally matured in August 2021, but was extended to December 2021, and a $5,000 Term Loan Facility, with a maturity date of November 2023. The Term Loan Facility was subject to monthly payments of interest, in arrears, accrued on the principal balance of the Term Loan Facility through November 2020. Thereafter, and continuing through the Term Loan Facility maturity date, the Term Loan Facility was subject to equal monthly payments of principal plus accrued interest. Proceeds from the Credit Facility were used for general corporate purposes. In connection with the Credit Facility, the Company issued warrants (see Note 7) to purchase Legacy SmartRent’s common stock, which were subsequently exercised on September 7, 2021 pursuant to a cashless exercise and resulting in the issuance of 148 shares of Common Stock. At the time of issuance, the fair value of the warrants was recorded as additional paid-in capital with a reduction to the carrying value of the Term Loan Facility. The resulting discount from outstanding principal balance of the Term Loan Facility was amortized using the effective interest rate method over the periods to maturity. Amortization of this discount is recorded as interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss and Comprehensive Loss. In December 2021, the Credit Facility was cancelled upon the repayment in full of the Term Loan Facility principal and accrued interest. The repayment of the Term Loan Facility was accounted for as an extinguishment of debt.
NOTE 7. CONVERTIBLE PREFERRED STOCK AND EQUITY
Preferred Stock
The Company is authorized to issue 50,000 shares of $0.0001 par value preferred stock. As of December 31, 2023, there are no preferred stock issued or outstanding.
As discussed in Note 1, the Company has retroactively adjusted the shares issued and outstanding prior to August 24, 2021 to give effect to the Exchange Ratio to determine the number of shares of Common Stock into which they were converted.
Prior to the Business Combination, Legacy SmartRent had shares of $0.00001 par value Series Seed, Series A, Series B, Series B-1, Series C, and Series C-1 preferred stock outstanding, all of which were convertible into shares of common stock of Legacy SmartRent on a 1:1 basis, subject to certain anti-dilution protections. Upon the closing of the Business Combination, the 24,816 outstanding shares of preferred stock were converted into 121,214 shares of Common Stock of the Company based on the Exchange Ratio of approximately 4.8846.
Warrants
As of December 31, 2023, warrants issued as consideration to certain customers to purchase 3,663 shares of Common Stock at $0.01 per share remain outstanding. The warrants vest dependent on the number of installed units, as defined by the warrant agreements, purchased by the customer with certain measurement periods which expire in February 2024. The fair value of the vested warrants has been recorded as additional paid-in capital and contra-revenue on the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively. During the years ended December 31, 2022 and 2021, the Company recorded $72 and $121, respectively, as contra-revenue in the Consolidated Statement of Operations and Comprehensive Loss related to these warrants. As of December 31, 2023, the Company determined, based on the count of installed units, the number of warrants to vest would be zero and removed $193 from additional paid-in-capital and contra-revenue on the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss.
As of December 31, 2023, warrants issued to a former investor to purchase 1,874 shares of Common Stock were fully vested and exercised. The warrants represented compensation paid for marketing services provided by the investor and was accounted for using stock-based compensation guidance. The warrants vested based on the number of installed units attained over a measurement period. The warrants fully vested during the three months ended March 31, 2022 and the warrants were exercised during the three months ended June 30, 2022. The Company recorded the associated marketing expense over the service period as the units were installed with an offset to additional paid-in-capital. During the years ended December 31, 2022 and 2021, the Company recognized $217 and $810 of sales and marketing expense related to these warrants. No such marketing expense was recorded during the year ended December 31, 2023.
77
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
In August 2019, in connection with the Credit Facility (Note 6), Legacy SmartRent issued warrants to purchase common stock of Legacy SmartRent to the lender. The warrants were exercisable upon issuance until their expiration in August 2029 or earlier upon redemption. The holder of the warrants, together with any successor or permitted assignee or transferee, was entitled to purchase 33 fully paid and non-assessable shares of the Legacy SmartRent’s common stock at $2.30 per share, subject to adjustment pursuant to the warrant. The fair value of the warrants has been recorded as additional paid in capital and a reduction to the carrying value of the Term Loan Facility. The resulting discount from outstanding principal balance of the Term Loan Facility was being amortized using the effective interest rate method over the periods to maturity. Amortization of this discount was recorded as interest expense. The warrants were exercised during the year ended December 31, 2021 as discussed above (Note 6).
In March 2019, Legacy SmartRent issued a warrant to purchase common stock to the purchaser of a $2,500 convertible note. The warrant represented compensation paid for marketing services to be provided and was accounted for using stock-based compensation guidance. The warrant vested based on the number of installed units attained over a measurement period, which expired in March 2021. The variability in the units earned was determined to be a performance condition and did not require classification of the warrant as a liability. Upon vesting, the warrant holder was entitled to purchase up to 503 fully paid and non-assessable shares of Legacy SmartRent’s common stock at $0.01 per share, subject to adjustment pursuant to the warrant. The Company measured the fair value of the warrant using the Black-Scholes model. The Company recorded the associated marketing expense over the service period as the units were installed with an offset to additional paid-in-capital. These warrants were exercised by the holder in March 2021, which resulted in 503 shares of common stock being issued by Legacy SmartRent. During the years ended December 31, 2023, 2022 and 2021, no sales and marketing expense related to these warrants was recorded in the accompanying Consolidated Statements of Operations and Comprehensive Loss.
NOTE 8. STOCK-BASED COMPENSATION
2018 Stock Plan
Legacy SmartRent’s board of directors adopted, and its stockholders approved, the SmartRent.com, Inc. 2018 Stock Plan (the “2018 Stock Plan”), effective March 2018. The purpose of the 2018 Stock Plan was to advance the interests of Legacy SmartRent and its stockholders by providing an incentive to attract, retain and reward persons performing services for Legacy SmartRent and by motivating such persons to contribute to the growth and profitability of Legacy SmartRent. The 2018 Stock Plan seeks to achieve this purpose by providing awards in the form of stock options and restricted stock purchase rights. Awards granted as stock options under the 2018 Stock Plan generally expire no later than ten years from the date of grant and become vested and exercisable over a four-year period. All options are subject to certain provisions that may impact these vesting schedules.
Amendment to the 2018 Stock Plan
In April 2021, the board of directors of Legacy SmartRent executed a unanimous written consent to provide an additional incentive to certain employees of Legacy SmartRent by amending the 2018 Stock Plan to allow for the issuance of RSUs and granted a total of 1,533 RSUs to certain employees which vest over four years. The estimated fair value for each RSU issued was approximately $21.55 per share and the total stock-based compensation expense to be amortized over the vesting period is $33,033. Effective upon the Business Combination in August 2021, the 2018 Stock Plan was replaced by the 2021 Plan. The 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. No new awards will be granted out of the 2018 Stock Plan.
2021 Equity Incentive Plan
In connection with the Business Combination, the Board approved and implemented the SmartRent, Inc. 2021 Plan. The purpose of the 2021 Plan is to enhance the Company's ability to attract, retain and motivate persons who make, or are expected to make, important contributions to the Company by providing these individuals with equity ownership opportunities and equity-linked compensation opportunities.
78
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The 2021 Plan authorizes the administrator of the 2021 Plan (generally, the Board or its compensation committee) to provide incentive compensation in the form of stock options, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2021 Plan, the Company is authorized to issue up to 15,500 shares of common stock. Non-employee board member RSUs generally will vest either over one year or three years. The RSUs and options granted to employees are generally subject to a four-year vesting schedule and all vesting generally shall be subject to the recipient’s continued employment with the Company or its subsidiaries through the applicable vesting dates.
The table below summarizes the activity pursuant to the 2021 Plan, for the years ended December 31, 2023, 2022, and the shares available for future issuances as of December 31, 2023, 2022 and 2021.
|
Shares Available for Future Issuance |
|
|
Shares available as of December 31, 2021 |
|
15,074 |
|
Stock options issued, net |
|
(175 |
) |
RSUs issued, net |
|
(2,045 |
) |
Shares available as of December 31, 2022 |
|
12,854 |
|
Stock options issued, net |
|
(2,704 |
) |
RSUs issued, net |
|
(1,840 |
) |
Shares available as of December 31, 2023 |
|
8,310 |
|
The table below summarizes the activity related to stock options, pursuant to the 2018 Plan and 2021 Plan, for the years ended December 31, 2023 and 2022.
|
Options Outstanding |
|
|||||||||||||
|
Number of |
|
|
Weighted- |
|
|
Weighted |
|
|
Aggregate |
|
||||
December 31, 2021 |
|
10,457 |
|
|
$ |
0.51 |
|
|
|
7.96 |
|
|
$ |
95,935 |
|
Granted |
|
175 |
|
|
$ |
9.58 |
|
|
|
|
|
|
|
||
Exercised |
|
(465 |
) |
|
$ |
0.47 |
|
|
|
|
|
|
|
||
Forfeited |
|
(496 |
) |
|
$ |
0.47 |
|
|
|
|
|
|
|
||
December 31, 2022 |
|
9,671 |
|
|
$ |
0.67 |
|
|
|
6.99 |
|
|
$ |
18,234 |
|
Granted |
|
3,299 |
|
|
$ |
2.84 |
|
|
|
|
|
|
|
||
Exercised |
|
(3,035 |
) |
|
$ |
0.47 |
|
|
|
|
|
|
|
||
Forfeited |
|
(777 |
) |
|
$ |
4.31 |
|
|
|
|
|
|
|
||
December 31, 2023 |
|
9,158 |
|
|
$ |
1.21 |
|
|
|
6.81 |
|
|
$ |
18,112 |
|
Exercisable options as of December 31, 2023 |
|
5,940 |
|
|
$ |
0.52 |
|
|
|
6.03 |
|
|
$ |
15,866 |
|
79
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
During the years ended December 31, 2023, 2022 and 2021, stock-based compensation expense of $1,654, $662 and $906, respectively, was recognized in connection with the outstanding options. As of December 31, 2023, there is $4,457 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 3.0 years.
The table below summarizes the activity related to RSUs, pursuant to the 2018 Plan and 2021 Plan, for the years ended December 31, 2023 and 2022.
|
Restricted Stock Units |
|||||||
|
Number of |
|
|
Weighted |
|
|
||
December 31, 2021 |
|
7,671 |
|
|
$ |
4.98 |
|
|
Granted |
|
2,047 |
|
|
$ |
6.63 |
|
|
Vested or distributed |
|
(3,026 |
) |
|
$ |
4.88 |
|
|
Forfeited |
|
(1,199 |
) |
|
$ |
5.06 |
|
|
December 31, 2022 |
|
5,493 |
|
|
$ |
5.43 |
|
|
Granted |
|
2,718 |
|
|
$ |
2.94 |
|
|
Vested or distributed |
|
(2,260 |
) |
|
$ |
5.55 |
|
|
Forfeited |
|
(1,490 |
) |
|
$ |
4.27 |
|
|
December 31, 2023 |
|
4,461 |
|
|
$ |
4.24 |
|
|
No right to any Common Stock is earned or accrued until such time that vesting occurs, nor does the grant of the RSU award confer any right to continue vesting or employment. Compensation expense associated with the unvested RSUs is recognized on a straight-line basis over the vesting period.
During the years ended December 31, 2023, 2022 and 2021 respectively, stock-based compensation expense of $11,273, $11,955 and $6,413 was recognized in connection with the vesting of all RSUs. As of December 31, 2023, there is $16,623 of unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 1.1 years.
Employee Stock Purchase Plan
The Company has the ability to initially issue up to 2,000 shares of Common Stock under the ESPP, subject to annual increases effective as of January 1, 2022, and each subsequent January 1 through and including January 1, 2030, in an amount equal to the smallest of (i) 1% of the number of shares of the Common Stock outstanding as of the immediately preceding December 31, (ii) 2,000 shares or (iii) such amount, if any, as the Board may determine.
The table below summarizes the activity related to the ESPP for the years ended December 31, 2023 and 2022.
|
Shares Available |
|
|
December 31, 2021 |
|
2,000 |
|
Annual additions to the plan |
|
1,939 |
|
Shares purchased |
|
(208 |
) |
December 31, 2022 |
|
3,731 |
|
Annual additions to the plan |
|
1,985 |
|
Shares purchased |
|
(314 |
) |
December 31, 2023 |
|
5,402 |
|
80
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The ESPP allows employees to purchase shares of the Company's Class A Common Stock at 85 percent of its quoted market price. During the years ended December 31, 2023 and 2022, stock-based compensation expense of $235 and $288, respectively, was recognized in connection with the ESPP. No expense related to the ESPP was recognized during the year ended December 31, 2021.
Stock-Based Compensation
The fair value of stock option grants is estimated by the Company on the date of grant using the Black Scholes-Merton option pricing model with the following weighted-average assumptions for the years ended December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022, there were options granted covering 3,299 and 175 shares, respectively. There were no options granted during the year ended December 31, 2021.
|
For the years ended December 31, |
|
|||
|
2023 |
|
2022 |
|
|
Risk free interest |
3.55% - 4.32% |
|
1.47% |
|
|
Dividend yield |
0.00% |
|
0.00% |
|
|
Expected volatility |
75.00% |
|
58.80% |
|
|
Expected life (years) |
6.08 - 6.25 |
|
|
6.08 |
|
The Company recorded stock-based compensation expense as follows.
|
For the years ended December 31, |
|
|||||||||
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Cost of revenue |
$ |
1,026 |
|
|
$ |
- |
|
|
$ |
- |
|
Research and development |
|
3,664 |
|
|
|
3,668 |
|
|
|
2,340 |
|
Sales and marketing |
|
635 |
|
|
|
1,396 |
|
|
|
1,379 |
|
General and administrative |
|
7,946 |
|
|
|
8,652 |
|
|
|
4,412 |
|
Total |
$ |
13,271 |
|
|
$ |
13,716 |
|
|
$ |
8,131 |
|
During the years ended December 31, 2023, 2022 and 2021, stock-based compensation expense of $109, $811 and $812, respectively, was recognized for 844 shares granted in connection with the Company's February 2020 acquisition of a foreign supplier and are recorded as a component of general and administrative expense.
NOTE 9. INCOME TAXES
The Company's components of income tax (benefit) expense consisted of the following.
|
|
Years Ended December 31, |
|
|||||||||
Income Tax Provision |
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Federal |
|
$ |
(80 |
) |
|
$ |
- |
|
|
$ |
- |
|
Foreign |
|
|
28 |
|
|
|
99 |
|
|
|
133 |
|
State and local |
|
|
117 |
|
|
|
233 |
|
|
|
- |
|
Current provision |
|
|
65 |
|
|
|
332 |
|
|
|
133 |
|
|
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
(173 |
) |
|
|
(4,390 |
) |
|
|
- |
|
Foreign |
|
|
- |
|
|
|
(3 |
) |
|
|
(18 |
) |
State and local |
|
|
- |
|
|
|
(1,327 |
) |
|
|
- |
|
Deferred (benefit) provision |
|
|
(173 |
) |
|
|
(5,720 |
) |
|
|
(18 |
) |
Income tax (benefit) expense |
|
$ |
(108 |
) |
|
$ |
(5,388 |
) |
|
$ |
115 |
|
81
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The following table presents a reconciliation of the Company’s effective tax rates for the periods indicated.
|
|
Years Ended December 31, |
|
|||||||||
Rate Reconciliation |
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
U.S. statutory rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
|
|
21.0 |
% |
State rate net of fed benefit |
|
|
2.7 |
% |
|
|
3.4 |
% |
|
|
8.1 |
% |
Change in valuation allowance |
|
|
(28.3 |
%) |
|
|
(18.2 |
%) |
|
|
(33.8 |
%) |
SPAC transaction costs |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
3.7 |
% |
Stock compensation |
|
|
0.0 |
% |
|
|
2.0 |
% |
|
|
0.0 |
% |
Permanent adjustments |
|
|
(1.3 |
%) |
|
|
(0.2 |
%) |
|
|
(0.6 |
%) |
Deferred Adjustments |
|
|
4.4 |
% |
|
|
(2.8 |
%) |
|
|
0.0 |
% |
Other |
|
|
1.7 |
% |
|
|
0.1 |
% |
|
|
1.4 |
% |
Effective Tax Rate |
|
|
0.2 |
% |
|
|
5.3 |
% |
|
|
(0.2 |
%) |
Tax effects of temporary differences can give rise to significant portions of deferred tax assets and deferred tax liabilities. The components of deferred income tax assets and liabilities are as follows.
Tax Effects of Temporary Differences |
|
As of December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Attributes |
|
|
|
|
|
|
||
Deferred tax asset |
|
|
|
|
|
|
||
Federal NOLs |
|
$ |
42,166 |
|
|
$ |
38,326 |
|
State NOLs |
|
|
10,518 |
|
|
|
9,782 |
|
Deferred revenue |
|
|
14,551 |
|
|
|
14,021 |
|
Capitalized R&D |
|
|
9,857 |
|
|
|
7,973 |
|
Other deferred tax assets |
|
|
7,968 |
|
|
|
9,187 |
|
Total deferred tax assets |
|
|
85,060 |
|
|
|
79,289 |
|
Less: Valuation allowance |
|
|
(71,490 |
) |
|
|
(61,683 |
) |
Total net deferred tax asset |
|
$ |
13,570 |
|
|
$ |
17,606 |
|
|
|
|
|
|
|
|
||
IRC 481(a) Adjustment |
|
|
(714 |
) |
|
|
(324 |
) |
Deferred costs of revenue |
|
|
(5,733 |
) |
|
|
(8,960 |
) |
Intangibles |
|
|
(6,208 |
) |
|
|
(7,408 |
) |
Other deferred tax liabilities |
|
|
(971 |
) |
|
|
(1,142 |
) |
Total deferred tax liabilities |
|
|
(13,626 |
) |
|
|
(17,834 |
) |
Net deferred tax liability |
|
$ |
(56 |
) |
|
$ |
(228 |
) |
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. As a result of historical cumulative losses, Management determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net federal and state deferred taxes in future periods. Therefore, a valuation allowance equal to the amount of the net federal and state deferred tax assets was provided at December 31, 2023 and 2022. The net valuation allowance increased by $9,807 from $61,683 to $71,490 in 2023.
As of December 31, 2023, the Company had U.S. federal net operating losses of $3.7 million that begin to expire in 2032 and $200.9 million which will be carried forward indefinitely. As of December 31, 2023, the Company had $193.4 million of state net operating loss carryforwards that expire on varying dates. The Company also has $0.1 million of R&D credits available that expire in 2039.
The Tax Reform Act of 1986 (the "Act") provides for a limitation of the annual use of the net operating loss carryforwards following certain ownership changes (as defined by the Act and codified under IRC 382) that could limit the company's ability to utilize these carryforwards. Should the limitation apply, the related net operating loss and Section 163(j) deferred tax assets and the valuation allowance would be reduced by the same amount. The Company has not performed a Section 382 analysis.
82
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The Company recorded net deferred tax liabilities during the year ended December 31, 2022, due to the acquisition of SightPlan. Those net deferred tax liabilities provided a source of taxable income to offset future tax deductions from deferred tax assets, and as a result, management reduced the valuation allowance by $5,902 during the year ended December 31, 2022 (Note 13).
The income tax benefit on the Consolidated Statement of Operations and Comprehensive Loss is primarily related to the federal, state, and international taxes offset by a change in the valuation allowance. We have established a full valuation allowance for net deferred U.S. federal and state tax assets, including net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized in future periods if we report taxable income. We believe that we have established an adequate allowance for our uncertain tax positions, although we can provide no assurance that the final outcome of these matters will not be materially different. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.
On August 16, 2022, the Inflation Reduction Act ("IRA") (H.R. 5376) was signed into law in the United States. The IRA implements a 15% minimum tax on financial statement income of certain large corporations and a 1% excise tax on stock repurchases, among other things. While the Company continues to evaluate the IRA, it does not believe it will have a material effect on its audited financial statements, including on its effective tax rate or on its liquidity.
The Company files income tax returns in the U.S. federal and various state jurisdictions, as well as in Croatia and India. The Company is subject to U.S. federal and state income tax examinations by authorities for all tax years beginning in 2018, due to the accumulated net operating losses that are carried forward. Similarly, SightPlan is subject to U.S. federal and state income tax examination by authorities for all tax years beginning in 2012. The Company is subject to Croatian income tax examinations for all tax years beginning in 2018. The Company is subject to Indian income tax examinations for all tax years beginning in 2021.
The Company evaluates uncertain tax positions which requires significant judgments and estimates regarding the recoverability of deferred tax assets, the likelihood of the outcome of examinations of tax positions that may or may not be currently under review and potential scenarios involving settlements of such matters. A summary of changes in the Company's gross unrecognized tax benefits for the years ended December 31, 2023 and 2022 is as follows (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Unrecognized tax benefits - January 1 |
|
$ |
23,252 |
|
|
$ |
8,757 |
|
Gross increases - tax positions in prior period |
|
|
- |
|
|
|
- |
|
Gross decreases - tax positions in prior period |
|
|
(21,650 |
) |
|
|
- |
|
Gross increases - tax positions in current period |
|
|
2,215 |
|
|
|
14,495 |
|
Settlement |
|
|
- |
|
|
|
- |
|
Lapse of statute of limitations |
|
|
- |
|
|
|
- |
|
Unrecognized tax benefits - December 31 |
|
$ |
3,817 |
|
|
$ |
23,252 |
|
Unrecognized tax benefits - December 31 (tax-effected) |
|
$ |
1,172 |
|
|
$ |
6,658 |
|
The total balance of unrecognized tax benefits as of December 31, 2023 would not impact the effective tax rate if recognized, as the Company is in a full valuation allowance and the unrecognized tax benefit is a deferred tax asset.
The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. The Company has not accrued penalties and interest as of December 31, 2023. The Company expects the unrecognized tax benefits to reverse in full within the next 12 months.
83
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 10. NET LOSS PER SHARE
The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because inclusion of the shares on an as-converted basis would have been anti-dilutive.
|
For the years ended December 31, |
|
|||||||||
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Common stock options and restricted stock units |
|
13,618 |
|
|
|
15,163 |
|
|
|
18,370 |
|
Common stock warrants |
|
3,664 |
|
|
|
3,664 |
|
|
|
4,601 |
|
Shares subject to repurchase |
|
- |
|
|
|
1,374 |
|
|
|
2,748 |
|
Total |
|
17,282 |
|
|
|
20,201 |
|
|
|
25,719 |
|
NOTE 11. RELATED-PARTY TRANSACTIONS
A member of the Board serves on the board of directors of a SmartRent customer. For the years ended December 31, 2023, 2022, and 2021, the Company earned revenue from this customer of $3,738, $3,598, and $3,831, respectively. As of December 31, 2023, and 2022, the Company had receivables due from this customer of $1,352 and $287, respectively. All business dealings with the customer were entered into in the ordinary course of business and the arrangements are on terms no more favorable than terms that would be available to unaffiliated third parties under the same or similar circumstances.
During the years ended December 31, 2022 and 2021, respectively, the Company incurred marketing expenses of $217 and $810 in connection with the vesting of warrants held by a former investor (see Note 7).
During the years ended December 31, 2022 and 2021, the Company incurred consulting expense of $20 and $110 related to services provided by companies in which one of the Company's former executives had control or significant influence.
In March 2022, the Company purchased all of the outstanding equity interests of SightPlan (see Note 13). One of the Company's directors, through a personal investment vehicle, held an unsecured convertible promissory note in SightPlan (the “SightPlan Convertible Note”). As consideration for the conversion and cancellation of the SightPlan Convertible Note, the director received $458 at the closing of the SightPlan acquisition. The director did not participate in any negotiations, recused himself from all Board discussions related to the SightPlan acquisition, and did not vote on the matter.
Entities affiliated with RETV Management, LLC ("RET"), which at the time of the SightPlan acquisition held more than 5% of the outstanding shares of the Company's Common Stock, held more than 17% of the fully diluted shares outstanding of SightPlan (the “RET SightPlan Holdings”). As consideration for the RET SightPlan Holdings, entities affiliated with RET received $22,271 at the closing of the SightPlan acquisition. None of the Company's executive officers or directors hold any economic interest in RET and RET does not have a designee on the Board. Further, RET did not assist the Company with any negotiations or participate in the Board discussions related to the SightPlan acquisition. As of December 31, 2023, RET does not hold any outstanding shares of the Company's Common Stock.
NOTE 12. COMMITMENTS AND CONTINGENCIES
Lease Commitments
From time to time, the Company enters into lease agreements with third parties for purposes of obtaining office and warehouse space. These leases are accounted for as operating leases and have remaining lease terms of 5 months to 3.33 years. In addition to monthly rent payments, the Company reimburses the lessors for its share of operating expenses as defined in the leases. Such amounts are not included in the measurement of the lease liability but are recognized as a variable lease expense when incurred. One of these leases includes a single, five-year extension option. The Company has chosen not to exercise this extension option. During the years ended December 31, 2022 and 2021, the Company obtained $2,776 and $3,007 of ROU assets, respectively, in exchange for lease obligations in connection with its operating leases. No new leases were entered into during the year ended December 31, 2023.
84
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. The Company’s weighted average discount rate was 3.35% at December 31, 2023. The weighted-average lease term was 2.4 years, 3.1 years and 2.8 years at December 31, 2023, 2022 and 2021, respectively.
During the years ended, and as of December 31, 2023, 2022 and 2021 the Company had no finance leases.
During the years ended December 31, 2023, 2022 and 2021 the Company incurred rent and other related occupancy expenses of $1,374, $1,614 and $683, respectively. Included in these amounts are $147, $133 and $77, respectively, of variable rent expense which is comprised primarily of the Company’s proportionate share of operating expenses, properly classified as lease cost due to the Company’s election to not separate lease and non-lease components. Rent costs are recorded to cost of revenue and general and administrative expenses on the Company’s Consolidated Statement of Operations.
Annual base rental commitments associated with these leases, excluding operating expense reimbursements, month-to-month lease payments and other related fees and expenses during the remaining lease terms are as follows.
|
|
Operating Leases |
|
|
2024 |
|
$ |
1,572 |
|
2025 |
|
|
649 |
|
2026 |
|
|
496 |
|
2027 and thereafter |
|
|
168 |
|
Total lease payments |
|
|
2,885 |
|
Imputed interest |
|
|
(38 |
) |
Total lease liability |
|
|
2,847 |
|
Less: Lease liability, current portion |
|
|
1,535 |
|
Lease liability, noncurrent |
|
$ |
1,312 |
|
The Company had $2,550 and $3,968 of ROU assets, net of related amortization, related to its lease liabilities at December 31, 2023 and 2022, respectively, and are included in other long-term assets on the Consolidated Balance Sheets. The noncurrent portion of the Company’s lease liability is included in other long-term liabilities on the Consolidated Balance Sheets. The current portion of the Company's lease liability is included in other current liabilities on the Consolidated Balance Sheets.
Cash paid for amounts included in the measurement of operating lease liabilities was $1,674, $1,272, and $603 for the years ended December 31, 2023, 2022, and 2021, respectively.
Legal Matters
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Liabilities are accrued when it is believed that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the potential loss. The Company does not believe that the outcome of these proceedings or matters will have a material effect on the consolidated financial statements.
The Company entered into an agreement with a supplier in April 2020, as further amended in March 2021, to purchase minimum volumes of certain products through August 2022. Due to significant failure rates and other defects, the Company ceased ordering product from this supplier as of December 2020. Despite the Company’s requests, the supplier indicated they are not willing to refund the Company for the malfunctioning products previously purchased, and therefore, the Company filed a complaint against the supplier on March 22, 2022 in the Superior Court for the State of California, County of Santa Clara. On July 26, 2022, the supplier filed a cross-complaint against the Company for breach of contract and other allegations. The Company denies the allegations in the supplier’s complaint and does not believe it has any further commitment to the supplier. The parties are now engaging in discovery, and trial has been set for November 2024.
The Company regularly reviews outstanding legal claims, actions and enforcement matters, if any exist, to determine if accruals for expected negative outcomes of such matters are probable and can be reasonably estimated. The Company evaluates any such outstanding matters based on management’s best judgment after consultation with counsel. There is no assurance that the Company's accruals for loss contingencies will not need to be adjusted in the future. The amount of such adjustment could significantly exceed the accruals the Company has recorded. The Company had no such accruals as of December 31, 2023 or December 31, 2022.
85
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 13. BUSINESS ACQUISITIONS
SightPlan Acquisition
In March 2022, the Company purchased all of the outstanding equity interests of SightPlan for approximately $135,000. SightPlan was founded in 2013 and is headquartered in Orlando, Florida. SightPlan is a SaaS company that provides a real estate operating platform offering automated answering, resident engagement, field service and maintenance management, inspections management, and due diligence and audit management services to real estate owners and managers.
The Company accounted for the SightPlan acquisition as a business combination. The preliminary purchase price consisted of $131,781 of cash and restricted cash and a post-closing downward adjustment of $127 reflecting the difference between estimated and actual net working capital of SightPlan on the acquisition date. On the acquisition date, the Company paid cash consideration of $130,931 and placed $850 in escrow accounts legally owned by the Company. During the year ended December 31, 2022, consideration held in escrow of $850 was distributed. As part of the distribution, the net working capital adjustment of $127 was returned to the Company.
As part of the business combination, the Company agreed to pay up to approximately $5,760 to the former employees of SightPlan on the one-year anniversary of the acquisition date, subject to continued employment at the Company. As this payment was contingent upon the continuous service of the employees, it was accounted for as post-combination expense and was recognized ratably over the service period of one year. During the year ended December 31, 2023, the Company distributed $5,976 in connection with this contingent consideration, including $216 for payroll taxes and retirement benefits.
The total purchase consideration and the fair values of the acquired assets and liabilities at the acquisition date were as follows.
Consideration |
|
|
|
|
||
Cash paid at acquisition |
|
|
$ |
130,931 |
|
|
Cash consideration held in escrow |
|
|
|
850 |
|
|
Net working capital adjustment |
|
|
|
(127 |
) |
|
Fair value of total consideration transferred |
|
|
|
131,654 |
|
|
|
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
||
Cash |
$ |
1,978 |
|
|
|
|
Accounts receivable, net |
|
1,255 |
|
|
|
|
Intangible assets |
|
30,900 |
|
|
|
|
Other assets |
|
749 |
|
|
|
|
Total identifiable net assets acquired |
|
34,882 |
|
|
|
|
Accounts payable |
|
6 |
|
|
|
|
Deferred revenue |
|
885 |
|
|
|
|
Accrued expenses and other liabilities |
|
735 |
|
|
|
|
Deferred tax liability (Note 9) |
|
5,947 |
|
|
|
|
Other long-term liabilities |
|
256 |
|
|
|
|
Total liabilities assumed |
|
7,829 |
|
|
|
|
|
|
|
|
|
||
Total identifiable assets |
|
|
|
27,053 |
|
|
|
|
|
|
|
||
Goodwill |
|
|
$ |
104,601 |
|
|
Changes resulting from facts and circumstances that existed as of the acquisition date resulted in measurement period adjustments to the estimated fair values of accounts receivable, net, intangible assets, other assets, deferred tax liability, and goodwill during the year ended December 31, 2022. Specifically, the refinement of inputs used to estimate the fair value of intangible assets resulted in an increase in customer relationships of $4,400, a decrease in goodwill of $3,839, and an increase in the deferred tax liability of $557. The increase to the deferred tax liability caused an increase to the release of the valuation allowance, generating a $1,227 income tax benefit on the Consolidated Statement of Operations. Changes to accounts receivable, net and other assets were immaterial.
86
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Cash paid at acquisition |
$ |
130,931 |
|
Cash acquired |
|
(1,978 |
) |
Cash consideration released from escrow |
|
850 |
|
Net working capital adjustment |
|
(127 |
) |
Payment of acquisition consideration, net of cash acquired |
$ |
129,676 |
|
The Company recognized approximately $1,480 and $4,495 of compensation expense related to contingent consideration in connection with the SightPlan acquisition during the years ended December 31, 2023 and 2022, respectively. The Company recognized $196 and $771 of other non-recurring acquisition related costs that were expensed during the years ended December 31, 2023 and 2022, respectively. Compensation and other non-recurring acquisition related costs are included in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss.
The fair value of the assets acquired includes accounts receivable of $1,255. The gross amount due under contracts for accounts receivable was $1,284 as of March 22, 2022. The Company did not acquire any other class of receivable as a result of the acquisition of SightPlan.
The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on the fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with the acquisition totaled $30,900 and were primarily related to customer relationships and developed technology. The excess purchase price over the fair value of net assets acquired was recognized as goodwill and totaled $104,601. The goodwill is attributable primarily to the workforce of the acquired business and expected synergies with the Company’s existing operations and is not deductible for income tax purposes.
The Company recorded intangible assets at their fair value, which consisted of the following.
|
Estimated useful life (in years) |
March 31, 2022 |
|
|
Trade Name |
5 |
$ |
900 |
|
Customer relationships |
10 |
|
19,700 |
|
Developed technology |
7 |
|
10,300 |
|
Total intangible assets |
|
$ |
30,900 |
|
The valuation of intangible assets was determined using an income approach methodology. The fair value of the customer relationship intangible assets was determined using the multi-period excess earnings method based on discounted projected net cash flows associated with the net earnings attributable to the acquired customer relationships. The fair value of the trade name and the acquired developed technology was determined using the relief from royalty method, which measures the value by estimating the cost savings associated with owning the asset rather than licensing it. The income approach methodology involves estimating cash flows over the remaining economic life of the intangible assets, which are considered from a market participant perspective. Key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates. The projected future cash flows were discounted to present value using an appropriate discount rate. As such, all aforementioned intangible assets were valued using Level 3 inputs. During the years ended December 31, 2023 and 2022, the Company recorded amortization expense of $3,622 and $2,806, respectively, related to intangible assets. There was no such amortization expense recorded in the year ended December 31, 2021 as the acquisition occurred on March 22, 2022. These intangible assets are deductible over 15 years for income tax purposes.
87
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
Pro Forma Operating Results
The Company’s Consolidated Balance Sheet as of December 31, 2023 and December 2022, and other financial statements presented herein for the three and years ended December 31, 2023 and 2022 include the results of operations of SightPlan since the acquisition date. The following unaudited pro forma information presents consolidated financial information as if the SightPlan acquisition had occurred on January 1, 2022. Pro forma disclosures for net loss have not been provided as the acquisition did not have, and is not expected to have, a material impact on the consolidated results through the year of acquisition. Pro forma operating results were prepared for comparative purposes only and are not indicative of what would have occurred had the acquisition been made as of January 1, 2022 or of the results that may occur in the future.
|
For the years ended December 31, |
|
|||||||||
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Revenues |
$ |
236,838 |
|
|
$ |
170,173 |
|
|
$ |
119,310 |
|
iQuue Acquisition
In December 2021, the Company purchased all of the outstanding equity interests of iQuue, LLC. iQuue was founded in 2015 and is headquartered in Altamonte Springs, Florida. iQuue is a SaaS company providing a smart home and smart building technology platform for property owners, managers, and residents in the multifamily industry. Backed by Samsung SmartThings, the iQuue technology platform is capable of integrating with any smart device. iQuue offerings include access control, door code management, managed WiFi, and professional installation.
The Company accounted for the iQuue acquisition as a business combination. The preliminary purchase price consisted of $7,213 of cash and restricted cash, estimated fair market value of $5,230 in contingent consideration relating to three earnout payments tied to the attainment of installed unit targets during the period of December 31, 2021 to June 30, 2025, and a Net Working Capital Adjustment of $508 to be paid out 91 days after the acquisition date. On the acquisition date, the Company paid cash of $6,192, and placed $1,021 in escrow accounts. As of December 31, 2023, the current escrow deposits are classified as “Restricted cash, current portion” in the Consolidated Balance Sheets. The Company determines current or non-current classification based on the expected duration of the restriction. The maximum value of the earnout payments is $6,375. To the extent these are earned, they will be payable in cash on, or promptly after, the earnout period dates of December 31, 2022, December 31, 2023, and June 30, 2025. The fair value of the earnout payments is determined using the Monte Carlo simulation model based on installed unit projections during the period of December 31, 2021 through June 30, 2025, implied revenue volatility, a risk-adjusted discount rate, and a credit spread. Each reporting period, the Company is required to remeasure the fair value of the earnout liability as assumptions change and such adjustments will be recorded as a general and administrative expense within the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the earnout liability falls within Level 3 of the fair value hierarchy as a result of the unobservable inputs used for the measurement. During the years ended December 31, 2023 and 2022, the Company determined there was an increase of $412 and $310, respectively, in the fair value of the earnout and therefore, recorded the adjustment in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the earnout as of December 31, 2023 and 2022 was $4,250 and $5,540, respectively.
As part of the business combination, the Company agreed to pay up to approximately $742 to the former shareholders of iQuue over the next three years, subject to the shareholders’ continued employment at the Company. As this payment is contingent upon the continuous service of the key employees, it is accounted for as post-combination compensation expense and is being recognized ratably over the service period of three years. The Company deposited $742 cash in escrow on the acquisition date for this obligation. The current portion of the escrow deposit is classified as “Restricted cash, current portion” and the non-current portion is classified as a component of "Other long-term assets" on the Consolidated Balance Sheets. During the year ended December 31, 2023 and 2022, the Company recognized $247 and $247, respectively, of compensation expense in connection with this bonus. No such compensation expense was recorded during the year ended December 31, 2021.
88
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The total purchase consideration and the fair values of the acquired assets and liabilities at the acquisition date were as follows.
Consideration |
|
|
|
|
||
Cash paid at acquisition |
|
|
$ |
6,192 |
|
|
Contingent consideration |
|
|
|
5,230 |
|
|
Cash consideration held in escrow |
|
|
|
1,021 |
|
|
Net working capital adjustment |
|
|
|
508 |
|
|
Fair value of total consideration transferred |
|
|
|
12,951 |
|
|
|
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
||
Cash |
$ |
290 |
|
|
|
|
Accounts receivable |
|
721 |
|
|
|
|
Inventory |
|
49 |
|
|
|
|
Intangible assets |
|
3,590 |
|
|
|
|
Prepaid expenses and other assets |
|
5 |
|
|
|
|
Total identifiable net assets acquired |
|
4,655 |
|
|
|
|
Accounts payable |
|
48 |
|
|
|
|
Deferred revenue |
|
91 |
|
|
|
|
Accrued expenses and other liabilities |
|
69 |
|
|
|
|
Total liabilities assumed |
|
208 |
|
|
|
|
|
|
|
|
|
||
Total identifiable assets |
|
|
|
4,447 |
|
|
|
|
|
|
|
||
Goodwill |
|
|
$ |
8,504 |
|
|
The Company recognized approximately $576 and $547 of compensation expense related to the iQuue acquisition during the years ended December 31, 2023 and 2022, respectively. No such compensation expense was recorded during the year ended December 31, 2021. The Company recognized $43 and $116 of other non-recurring acquisition related costs that were expensed during the years ended December 31, 2023 and 2022, respectively. No such non-recurring cost was recorded during the year ended December 31, 2021. Compensation and other non-recurring acquisition related costs are included in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss.
The fair value of the assets acquired includes accounts receivable of $721. The gross amount due under contracts for accounts receivable is $721, all of which is expected to be collected. The Company did not acquire any other class of receivable as a result of the acquisition of iQuue.
The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on the fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with the acquisition totaled $3,590 and primarily related to customer relationships. The excess purchase price over the fair value of net assets acquired was recognized as goodwill and totaled $8,504. The goodwill is attributable primarily to the workforce of the acquired business and expected synergies with the Company’s existing operations and is deductible over 15 years for income tax purposes.
The Company recorded intangible assets at their fair value, which consisted of the following.
|
Estimated useful life (in years) |
December 31, 2021 |
|
|
Customer relationships |
13 |
$ |
3,290 |
|
Developed technology |
1 |
|
300 |
|
Total intangible assets |
|
$ |
3,590 |
|
89
SMARTRENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
The valuation of intangible assets was determined using an income approach methodology. The fair value of the customer relationship intangible assets was determined using the multi-period excess earnings method based on discounted projected net cash flows associated with the net earnings attributable to the acquired customer relationships. The fair value of the acquired developed technology was determined using the relief from royalty method, which measures the value by estimating the cost savings associated with owning the asset rather than licensing it. The income approach methodology involves estimating cash flows over the remaining economic life of the intangible assets, which are considered from a market participant perspective. Key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates. The projected future cash flows were discounted to present value using an appropriate discount rate. As such, all aforementioned intangible assets were valued using Level 3 inputs. During the years ended December 31, 2023 and 2022, the Company recorded amortization expense of $253 and $562, respectively, related to intangible assets. There was no such amortization expense recorded for the year ended December 31, 2021 as the acquisition occurred on December 31, 2021. These intangible assets are deductible over 15 years for income tax purposes.
The Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022, and other financial statements presented herein for the year ended December 31, 2023 and 2022 include the results of operations of iQuue since the acquisition date. Pro forma disclosures have not been provided since the acquisition did not have, and is not expected to have, a material impact on the Company’s results of operations.
NOTE 14. SUBSEQUENT EVENTS
In connection with the preparation of the accompanying consolidated financial statements, the Company has evaluated events and transactions occurring after December 31, 2023 and through March 5, 2024, the date these financial statements were issued, for potential recognition or disclosure and has determined that there are no additional items to disclose except as disclosed below.
In January 2024, issuable shares of the Company’s Class A Common Stock under the ESPP increased by 2,000 shares.
In January 2024, the Board of Directors approved 1,653 RSUs and 2,527 Option awards to certain employees under the 2021 Incentive Stock Plan.
In January 2024, the Company made an earnout payment of $1,530 in connection with the iQuue acquisition.
In January and February 2024, 542 shares of the Company's Class A Common Stock were issued to certain employees related to vested RSUs, exercised options, and ESPP purchases.
In March 2024, the board of directors of the Company authorized the repurchase of up to $50,000 of the Company’s Class A common stock. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock and may be suspended at any time at the Company’s discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.
90
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective as of December 31, 2023, at the reasonable assurance level to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
In addition, our management has determined we have remediated the deficient control first disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, as amended on May 9, 2023.
Management’s Annual Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of management, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
This Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
On November 21, 2023, Daryl Stemm, our Chief Financial Officer, adopted a Rule 10b5-1 trading plan (the “10b5-1 Plan”) providing for the sale of $50,000 worth of shares of our Class A Common Stock on August 12, 2024. The duration of the 10b5-1 Plan was to be until August 30, 2024, or earlier if all transactions under the trading arrangement are completed. Prior to any sale being made pursuant to the 10b5-1 Plan, the 10b5-1 Plan was terminated on December 15, 2023.
No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Regulation S-K Item 408) during the last fiscal quarter.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
91
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2023.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2023.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2023.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2023.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference |
||||
Exhibit |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Filing Date |
2.1** |
|
|
8-K |
|
2.1 |
|
April 22, 2021 |
|
2.2 |
|
|
8-K |
|
2.1 |
|
July 26, 2021 |
|
3.1 |
|
|
8-K |
|
3.1 |
|
August 30, 2021 |
|
3.2 |
|
|
8-K |
|
3.2 |
|
August 30, 2021 |
|
4.1 |
|
|
8-K |
|
4.1 |
|
August 30, 2021 |
|
4.2 |
|
|
10-K |
|
4.2 |
|
March 25, 2022 |
|
10.1 |
|
|
8-K |
|
10.1 |
|
August 30, 2021 |
|
92
10.2† |
|
|
S-4/A |
|
10.13 |
|
July 26, 2021 |
|
10.3† |
|
|
S-4/A |
|
10.14 |
|
July 26, 2021 |
|
10.4† |
|
Restricted Stock Units Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan. |
|
8-K |
|
10.11 |
|
August 30, 2021 |
10.5† |
|
Stock Option Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan. |
|
8-K |
|
10.12 |
|
August 30, 2021 |
10.6** |
|
|
8-K |
|
10.1 |
|
December 13, 2021 |
|
10.7 |
|
|
8-K |
|
10.2 |
|
April 22, 2021 |
|
10.8 |
|
|
S-4/A |
|
10.24 |
|
July 26, 2021 |
|
10.9† |
|
|
S-4/A |
|
10.12 |
|
July 26, 2021 |
|
10.10† |
|
Stock Option Agreement under the SmartRent.com, Inc. Amended and Restated 2018 Stock Plan. |
|
8-K |
|
10.13 |
|
August 30, 2021 |
10.11† |
|
|
8-K |
|
10.14 |
|
August 30, 2021 |
|
10.12† |
|
|
S-4/A |
|
10.16 |
|
July 26, 2021 |
|
10.13† |
|
|
|
|
|
|
|
|
10.14† |
|
|
S-4/A |
|
10.21 |
|
July 26, 2021 |
|
10.15† |
|
|
|
|
|
|
|
|
10.16† |
|
|
10-K |
|
10.15 |
|
March 8, 2023 |
|
10.17† |
|
|
|
|
|
|
|
|
10.18† |
|
Employment Agreement, dated as of April 27, 2022, by and between SmartRent and Robyn Young. |
|
10-K |
|
10.16 |
|
March 8, 2023 |
10.19† |
|
|
|
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|
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|
10.20† |
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10.21† |
|
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10.22† |
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|
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|
10.23† |
|
|
8-K |
|
10.1 |
|
January 25, 2024 |
|
10.24 |
|
|
10-K |
|
10.21 |
|
March 25, 2022 |
|
10.25 |
|
|
10-K |
|
10.22 |
|
March 25, 2022 |
|
10.26 |
|
|
8-K |
|
10.1 |
|
August 8, 2023 |
|
19.1 |
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21.1 |
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23.1 |
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24.1 |
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93
31.1 |
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31.2 |
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32.1* |
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32.2* |
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97.1 |
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101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
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101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
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104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).1 |
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* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
** Certain exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(b)(2) or Item 601(a)(5) (as applicable). We agree to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.
† Indicates a management contract or any compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 5th day of March 2024.
SmartRent, Inc. |
|
|
|
By: |
/s/ Lucas Haldeman |
|
|
|
Lucas Haldeman |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
By: |
/s/ Daryl Stemm |
|
|
|
Daryl Stemm |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Lucas Haldeman and Daryl Stemm, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
Signature |
Capacity in Which Signed |
Date |
|
|
|
/s/ Lucas Haldeman |
Chief Executive Officer and Director |
March 5, 2024 |
Lucas Haldeman |
(Principal Executive Officer) |
|
|
|
|
/s/ Daryl Stemm |
Chief Financial Officer |
March 5, 2024 |
Daryl Stemm |
(Principal Financial Officer) |
|
|
|
|
/s/ Alana Beard |
Director |
March 5, 2024 |
Alana Beard |
|
|
|
|
|
/s/ John Dorman |
Director |
March 5, 2024 |
John Dorman |
|
|
|
|
|
/s/ Ann Sperling |
Director |
March 5, 2024 |
Ann Sperling |
|
|
|
|
|
/s/ Bruce Strohm |
Director |
March 5, 2024 |
Bruce Strohm |
|
|
|
|
|
/s/ Frederick Tuomi |
Director |
March 5, 2024 |
Frederick Tuomi |
|
|
95
Exhibit 10.13
First Amendment to Employment Agreement
between
SmartRent, Inc. and Lucas Haldeman
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Lucas Haldeman (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
RECITALS
Whereas, on or about March 16, 2021 the Parties executed an Executive Employment Agreement (“Employment Agreement”), the terms of which govern the Executive’s employment with SmartRent;
Whereas, SmartRent desires to amend Executive’s Employment Agreement to reflect certain changes in alignment with comparable market compensation arrangements;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged and deemed to be legally sufficient, the Parties hereby agree as follows:
TERMS
i. If Company terminates your employment within twelve (12) months after or three (3) months before a Change of Control (as defined below) other than due to your death, Disability, or for Cause (as defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to twenty four (24) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of twenty (24) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety (90) days following the termination date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Severance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year; (2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of twenty four (24) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the Company’s Confidential Separation Agreement; and (3) immediate vesting of equity grants made to you pursuant to the SmartRent.com, Inc. 2018 Stock Plan and SmartRent, Inc. 2021 Equity Incentive Plan (collectively, the "Plan(s)") (collectively, the “Severance Benefits”).
3. Capitalized Terms. Capitalized terms herein have the same meaning as used in the Employment Agreement unless otherwise noted herein.
4. Effect of Amendment. All other terms and conditions outlined in the Employment Agreement remain in effect. In the event of a conflict between the terms and provisions of this Amendment and Employment Agreement, the terms and provisions of this Amendment will control.
5. Binding Effect. Each party represents and warrants to the other party that (i) it has the authority to enter into this Amendment and to grant the rights contained herein, and (ii) the person signing this t Amendment is authorized to sign on behalf of that party.
6. Counterparts and Electronic Signatures. This Amendment may be executed in one or more counterparts (including scanned and emailed counterparts), each of which will be deemed an original, and all of which together constitute one and the same agreement. This Amendment may be executed by facsimile, portable document format (PDF), other electronic methods (e.g., DocuSign), and a facsimile, PDF, scanned, or other electronic signature will be treated as an original signature.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, hereby execute this Amendment as of the Amendment Effective Date.
SmartRent, Inc.:
Name: Daryl Stemm Name: Lucas Haldeman First Amendment to Employment Agreement between SmartRent, Inc. and Isaiah DeRose Wilson
Signature: _____________________ Signature: ______________________
Title: ___________________________ Title: ___________________________
Date: ________________ Date: ________________
Exhibit 10.15
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Isaiah DeRose Wilson (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
RECITALS
Whereas, on or about March 16,2021 the Parties executed an Executive Employment Agreement (“Employment Agreement”), the terms of which govern the Executive’s employment with SmartRent;
Whereas, SmartRent desires to amend Executive’s Employment Agreement to reflect certain changes in alignment with comparable market compensation arrangements;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged and deemed to be legally sufficient, the Parties hereby agree as follows:
TERMS
i.
If Company terminates your employment within twelve (12) months after or three (3) months before a Change of Control (as defined below) other than due to your death, Disability, or for Cause (as defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to twelve (12) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of twelve (12) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety (90) days following the termination date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Severance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year; (2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of twelve (12) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the Company’s Confidential Separation Agreement; and (3) immediate vesting of equity grants made to you pursuant to the SmartRent.com, Inc. 2018 Stock Plan and SmartRent, Inc. 2021 Equity Incentive Plan (collectively, the "Plan(s)") (collectively, the “Severance Benefits”).
3. Capitalized Terms. Capitalized terms herein have the same meaning as used in the Employment Agreement unless otherwise noted herein.
4. Effect of Amendment. All other terms and conditions outlined in the Employment Agreement remain in effect. In the event of a conflict between the terms and provisions of this Amendment and Employment Agreement, the terms and provisions of this Amendment will control.
5. Binding Effect. Each party represents and warrants to the other party that (i) it has the authority to enter into this Amendment and to grant the rights contained herein, and (ii) the person signing this t Amendment is authorized to sign on behalf of that party.
6. Counterparts and Electronic Signatures. This Amendment may be executed in one or more counterparts (including scanned and emailed counterparts), each of which will be deemed an original, and all of which together constitute one and the same agreement. This Amendment may be executed by facsimile, portable document format (PDF), other electronic methods (e.g., DocuSign), and a facsimile, PDF, scanned, or other electronic signature will be treated as an original signature.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, hereby execute this Amendment as of the Amendment Effective Date.
SmartRent, Inc.:
Name: Lucas Haldeman Name: Isaiah DeRose Wilson
Signature: _____________________ Signature: ______________________
Title: ___________________________ Title: ___________________________
Date: ________________ Date: ________________
Exhibit 10.17
November 14, 2023
Via Electronic Mail
CONFIDENTIAL
Hiroshi Okamoto
[Address redacted]
Dear Hiroshi:
This Confidential Separation Agreement and General Release (the “Agreement”) will confirm the arrangements we have discussed concerning the termination of your employment with SmartRent Technologies, Inc. (formerly SmartRent.com, Inc.) (the “Company”). The Agreement constitutes our entire understanding regarding the terms of your separation and supersedes any other agreement between you and the Company, except as otherwise provided below. Your last day of work with the Company and your employment termination date will be December 31, 2023 (the “Separation Date”).
Although your receipt of the Separation Benefits is expressly conditioned on you entering into this letter agreement, the following will apply regardless of whether or not you timely sign and return this letter agreement:
If you elect to timely sign and return this letter agreement, the following terms and conditions will also apply:
If this Agreement is acceptable to you, please sign below and return it to me within twenty one (21) business days of the date you receive it. The Company’s offer with respect to the Separation Benefits contained herein will automatically expire if you do not sign and return the fully signed Agreement within this timeframe, and you will not be eligible for the Severance Benefits as set forth above.
In the event this proposal is not acceptable to you, your employment with the Company will nevertheless terminate as of the Separation Date. In that event, you will not be entitled to the benefits or compensation stated above, other than the Accrued Benefits that the Company is required by law to provide.
We wish you the best of success and personal and professional fulfillment in the future.
Sincerely,
SmartRent Technologies, Inc.
By:_____________________________
Heather Auer
Executive Vice President, Human Resources First Amendment to Employment Agreement between SmartRent, Inc. and Robyn Young
I HAVE READ THE FOREGOING AGREEMENT, AND I FULLY UNDERSTAND ITS TERMS. I AM SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY, HAVING BEEN GIVEN A FULL AND FAIR OPPORTUNITY TO CONSIDER IT AND AFTER HAVING BEEN ADVISED TO CONSULT WITH LEGAL ADVISORS OF MY CHOICE.
AGREED AND ACCEPTED:
___________________________
Hiroshi Okamoto Date
Exhibit 10.19
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Robyn Young (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
RECITALS
Whereas, on or about May 9, 2022 the Parties executed an Executive Employment Agreement (“Employment Agreement”), the terms of which govern the Executive’s employment with SmartRent;
Whereas, SmartRent desires to amend Executive’s Employment Agreement to reflect certain changes in alignment with comparable market compensation arrangements;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged and deemed to be legally sufficient, the Parties hereby agree as follows:
TERMS
i. If Company terminates your employment within twelve (12) months after or three (3) months before a Change of Control (as defined below) other than due to your death, Disability, or for Cause (as defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to twelve (12) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of twelve (12) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety (90) days following
the termination date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Severance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year; (2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of twelve (12) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the Company’s Confidential Separation Agreement; and (3) immediate vesting of equity grants made to you pursuant to the SmartRent.com, Inc. 2018 Stock Plan and SmartRent, Inc. 2021 Equity Incentive Plan (collectively, the "Plan(s)") (collectively, the “Severance Benefits”).
3. Capitalized Terms. Capitalized terms herein have the same meaning as used in the Employment Agreement unless otherwise noted herein.
4. Effect of Amendment. All other terms and conditions outlined in the Employment Agreement remain in effect. In the event of a conflict between the terms and provisions of this Amendment and Employment Agreement, the terms and provisions of this Amendment will control.
5. Binding Effect. Each party represents and warrants to the other party that (i) it has the authority to enter into this Amendment and to grant the rights contained herein, and (ii) the person signing this t Amendment is authorized to sign on behalf of that party.
6. Counterparts and Electronic Signatures. This Amendment may be executed in one or more counterparts (including scanned and emailed counterparts), each of which will be deemed an original, and all of which together constitute one and the same agreement. This Amendment may be executed by facsimile, portable document format (PDF), other electronic methods (e.g., DocuSign), and a facsimile, PDF, scanned, or other electronic signature will be treated as an original signature.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, hereby execute this Amendment as of the Amendment Effective Date.
SmartRent, Inc.:
Name: Lucas Haldeman Name: Robyn Young
Signature: _____________________ Signature: ______________________
Title: ___________________________ Title: ___________________________
Date: ________________ Date: ________________
Exhibit 10.20
November 15, 2023
Daryl Stemm
[Address redacted]
Re. Employment Agreement
Dear Daryl:
The following, when signed by you, shall constitute our agreement with respect to your employment with SmartRent, Inc. (“Company”).
2
3
As used herein, “Cause” shall have the meaning ascribed to that term in the Plan.
As used herein, “Change of Control” shall have the meaning ascribed to that term in the Plan.
4
As used herein, “Good Reason” shall mean, without your written consent, (a) the material diminution or variation of any of your material duties or responsibilities or the engagement by Company of unlawful employment practices with respect to you, in each case, without the same being corrected within thirty (30) days after being given written notice thereof by the you, (b) a material reduction in the your Base Salary, or (c) a breach by the Company of this Agreement without the same being corrected within thirty (30) days after being given written notice thereof by you.
5
6
All notices and other communications required by this Agreement must be in writing, given by hand delivery, nationally recognized overnight courier, facsimile (with electronic confirmation of receipt and a copy sent by nationally recognized overnight courier) or registered or certified mail, postage prepaid, return receipt requested. Notices shall be sent to the following addresses (or such other address as a party may specify by like notice):
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If to you, at the address set forth above, with a copy to your attorney:
[INSERT ADDRESS OF ATTORNEY]
If to Company:
8665 E. Hartford Drive, Suite 200 Scottsdale, Arizona 85255 Attn: Legal Department
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Notice shall be deemed given and delivered: (i) if delivered by hand or by facsimile, on the date delivered; (ii) if delivered by nationally-recognized overnight courier, one business day after entrusted to such courier service; or (iii) if delivered by registered or certified U.S. mail, five business days after entrusted to the U.S. postal service. As used herein, the term “business day” shall mean any day that is not a Saturday, Sunday, or a legal holiday in the State of Arizona.
7
You hereby represent and warrant that you are free to enter into and perform your duties under this Agreement, without any contractual restrictions with respect to any prior employers, entities, or otherwise, and that you will not use any confidential information of any prior employers or entities in performing your responsibilities hereunder.
Company hereby represents and warrants that it has full power and authority to enter into this Agreement and all corporate acts and other proceedings required to be taken by Company to authorize the execution, delivery, and performance of this Agreement have been duly taken.
8
9
* * * * * * *
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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If the foregoing terms of this Agreement reflect our understanding and agreement, kindly sign this Agreement in the appropriate space below and return it to the undersigned, whereupon it will constitute an agreement between us.
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Sincerely,
SmartRent.com, Inc.
By: Name: Title: |
Enclosures:
Exhibit A - Employee Confidentiality and Proprietary Rights Agreement.
Exhibit B – Employee Arbitration Agreement
* * * * * * *
I have read the foregoing Agreement, including the Employee Confidentiality and Proprietary Rights Agreement, in its entirety, have consulted my own legal counsel as I deem necessary, and by signing below, I accept the terms and conditions of employment described in this Agreement.
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AGREED AND ACCEPTED:
Dated:
By:
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EXHIBIT A
EMPLOYEE CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
This Agreement formalizes in writing certain understandings and procedures which have been in effect since the time I was initially employed by SmartRent.com, Inc. (“Company”).
Exhibit A-1
This Section 7 shall be construed to apply to all Company Innovations with which I am involved from this date forward, as well as all Company Innovations with which I have been involved since my employment with the Company began.
Exhibit A-2
Exhibit A-3
[Signature page follows.]
Exhibit A-4
I certify and acknowledge that I have carefully read all the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
COMPANY: |
EMPLOYEE: |
SmartRent.com, Inc. |
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By: |
By: |
Title: |
Title: |
Dated: |
Dated: |
Exhibit A-5
Exhibit A
PRIOR INNOVATIONS
Check one of the following (if nothing is checked, then no such Prior Innovations exist):
OR
Exhibit A-6
EXHIBIT B
EMPLOYEE ARBITRATION AGREEMENT
SmartRent.com, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee, including but not limited to the interpretation, applicability, or enforceability of this Agreement, shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA Rules”), available at www.adr.org /rules or provided upon request by the Company. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, and all other applicable Arizona law. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, and other claims excluded by law shall not be subject to arbitration (the “Excluded Claims”). The Parties agree that if any dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
Except as provided otherwise by law and herein, Employee agrees that all claims must be brought in his or her individual capacity, and not as a plaintiff or participating class member in any purported class, collective, or consolidated proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a class action and/or as a collective action. The arbitrator has no authority to adjudicate class, collective, or consolidated proceedings, other than to enforce this provision. Also except as provided otherwise by law and herein, Employee further understands and agrees that Employee may not bring any claims as a plaintiff or participating class member in any purported representative action or proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a representative action. The arbitrator has no authority to adjudicate representative proceedings, other than to enforce this provision. This class action waiver shall be interpreted consistent with the Federal Arbitration Act and Arizona law to the extent it is not preempted by federal law.
A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitration proceedings will allow for reasonable discovery under the AAA Rules, and the arbitrator selected according to this agreement shall decide all discovery disputes. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions.
Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any
Exhibit B-1
claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. All arbitration hearings under this Agreement shall be conducted in Maricopa County, Arizona.
Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an arbitrable claim. In addition, either party may, at its option, seek injunctive relief in a court of competent jurisdiction.
This Agreement shall be governed by the Federal Arbitration Act to the extent allowed by law. In ruling on procedural and substantive issues raised in the arbitration itself, the arbitrator shall in all cases apply the substantive law of the State of Arizona.
Company shall bear the costs of the arbitrator, forum and filing fees. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys' fees. In that case, the arbitrator may award reasonable attorneys' fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company.
This Agreement is not, and shall not be construed to create, a contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice.
If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement.
The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President.
THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL.
THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO.
[Signature page follows.]
Exhibit B-2
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Employee:
Signature:
Print Name:
Date:
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SmartRent.com, Inc.
Signature:
Print Name:
Print Title:
Date: |
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Exhibit B-3
Exhibit 10.21
March 30, 2023
Kristen Lee
[Address redacted]
Re. Employment Agreement
Dear Kristen:
The following, when signed by you, shall constitute our agreement with respect to your employment with SmartRent.com, Inc. (“Company”).
2
3
As used herein, “Cause” shall have the meaning ascribed to that term in the Plan.
As used herein, “Change of Control” shall have the meaning ascribed to that term in the Plan.
4
As used herein, “Good Reason” shall mean, without your written consent, (a) the material diminution or variation of any of your material duties or responsibilities or the engagement by Company of unlawful employment practices with respect to you, in each case, without the same being corrected within thirty (30) days after being given written notice thereof by the you, (b) a material reduction in the your Base Salary, or (c) a breach by the Company of this Agreement without the same being corrected within thirty (30) days after being given written notice thereof by you.
5
6
All notices and other communications required by this Agreement must be in writing, given by hand delivery, nationally recognized overnight courier, facsimile (with electronic confirmation of receipt and a copy sent by nationally recognized overnight courier) or registered or certified mail, postage prepaid, return receipt requested. Notices shall be sent to the following addresses (or such other address as a party may specify by like notice):
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If to you, at the address set forth above, with a copy to your attorney:
[INSERT ADDRESS OF ATTORNEY]
If to Company:
8665 E. Hartford Drive, Suite 200 Scottsdale, Arizona 85255
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Notice shall be deemed given and delivered: (i) if delivered by hand or by facsimile, on the date delivered; (ii) if delivered by nationally-recognized overnight courier, one business day after entrusted to such courier service; or (iii) if delivered by registered or certified U.S. mail, five business days after entrusted to the U.S.
7
postal service. As used herein, the term “business day” shall mean any day that is not a Saturday, Sunday, or a legal holiday in the State of Arizona.
You hereby represent and warrant that you are free to enter into and perform your duties under this Agreement, without any contractual restrictions with respect to any prior employers, entities, or otherwise, and that you will not use any confidential information of any prior employers or entities in performing your responsibilities hereunder.
Company hereby represents and warrants that it has full power and authority to enter into this Agreement and all corporate acts and other proceedings required to be taken by Company to authorize the execution, delivery, and performance of this Agreement have been duly taken.
8
9
* * * * * * *
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
10
If the foregoing terms of this Agreement reflect our understanding and agreement, kindly sign this Agreement in the appropriate space below and return it to the undersigned, whereupon it will constitute an agreement between us.
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Sincerely,
SmartRent.com, Inc.
By: Name: Lucas Haldeman Title: Chief Executive Officer |
Enclosures:
Exhibit A - Employee Confidentiality and Proprietary Rights Agreement.
Exhibit B – Employee Arbitration Agreement
* * * * * * *
I have read the foregoing Agreement, including the Employee Confidentiality and Proprietary Rights Agreement, in its entirety, have consulted my own legal counsel as I deem necessary, and by signing below, I accept the terms and conditions of employment described in this Agreement.
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AGREED AND ACCEPTED:
Dated:
By: Kristen Lee |
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EXHIBIT A
EMPLOYEE CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
This Agreement formalizes in writing certain understandings and procedures which have been in effect since the time I was initially employed by SmartRent.com, Inc. (“Company”).
Exhibit A-1
This Section 7 shall be construed to apply to all Company Innovations with which I am involved from this date forward, as well as all Company Innovations with which I have been involved since my employment with the Company began.
Exhibit A-2
Exhibit A-3
[Signature page follows.]
Exhibit A-4
I certify and acknowledge that I have carefully read all the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
COMPANY: |
EMPLOYEE: |
SmartRent.com, Inc. |
|
By: |
By: |
Title: |
Title: |
Dated: |
Dated: |
Exhibit A-5
Exhibit A
PRIOR INNOVATIONS
Check one of the following (if nothing is checked, then no such Prior Innovations exist):
OR
Exhibit A-6
EXHIBIT B
EMPLOYEE ARBITRATION AGREEMENT
SmartRent.com, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee, including but not limited to the interpretation, applicability, or enforceability of this Agreement, shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA Rules”), available at www.adr.org /rules or provided upon request by the Company. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, and all other applicable Arizona law. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, and other claims excluded by law shall not be subject to arbitration (the “Excluded Claims”). The Parties agree that if any dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
Except as provided otherwise by law and herein, Employee agrees that all claims must be brought in his or her individual capacity, and not as a plaintiff or participating class member in any purported class, collective, or consolidated proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a class action and/or as a collective action. The arbitrator has no authority to adjudicate class, collective, or consolidated proceedings, other than to enforce this provision. Also except as provided otherwise by law and herein, Employee further understands and agrees that Employee may not bring any claims as a plaintiff or participating class member in any purported representative action or proceeding, and Employee expressly waives any right Employee had or may have had to have any dispute brought, heard, or arbitrated as a representative action. The arbitrator has no authority to adjudicate representative proceedings, other than to enforce this provision. This class action waiver shall be interpreted consistent with the Federal Arbitration Act and Arizona law to the extent it is not preempted by federal law.
A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitration proceedings will allow for reasonable discovery under the AAA Rules, and the arbitrator selected according to this agreement shall decide all discovery disputes. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions.
Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any
Exhibit B-1
claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. All arbitration hearings under this Agreement shall be conducted in Maricopa County, Arizona.
Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an arbitrable claim. In addition, either party may, at its option, seek injunctive relief in a court of competent jurisdiction.
This Agreement shall be governed by the Federal Arbitration Act to the extent allowed by law. In ruling on procedural and substantive issues raised in the arbitration itself, the arbitrator shall in all cases apply the substantive law of the State of Arizona.
Company shall bear the costs of the arbitrator, forum and filing fees. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys' fees. In that case, the arbitrator may award reasonable attorneys' fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company.
This Agreement is not, and shall not be construed to create, a contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice.
If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement.
The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President.
THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL.
THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO.
[Signature page follows.]
Exhibit B-2
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Employee:
Signature:
Print Name:
Date:
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SmartRent.com, Inc.
Signature:
Print Name:
Print Title:
Date: |
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Exhibit B-3
Exhibit 10.22
First Amendment to Employment Agreement
between
SmartRent, Inc. and Kristen Lee
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Kristen Lee (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
RECITALS
Whereas, on or about March 30, 2023 the Parties executed an Executive Employment Agreement (“Employment Agreement”), the terms of which govern the Executive’s employment with SmartRent;
Whereas, SmartRent desires to amend Executive’s Employment Agreement to reflect certain changes in alignment with comparable market compensation arrangements;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged and deemed to be legally sufficient, the Parties hereby agree as follows:
TERMS
i. If Company terminates your employment within twelve (12) months after or three (3) months before a Change of Control (as defined below) other than due to your death, Disability, or for Cause (as defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to twelve (12) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of twelve (12) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety (90) days following
the termination date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Severance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year; (2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of twelve (12) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the Company’s Confidential Separation Agreement; and (3) immediate vesting of equity grants made to you pursuant to the SmartRent.com, Inc. 2018 Stock Plan and SmartRent, Inc. 2021 Equity Incentive Plan (collectively, the "Plan(s)") (collectively, the “Severance Benefits”).
3. Capitalized Terms. Capitalized terms herein have the same meaning as used in the Employment Agreement unless otherwise noted herein.
4. Effect of Amendment. All other terms and conditions outlined in the Employment Agreement remain in effect. In the event of a conflict between the terms and provisions of this Amendment and Employment Agreement, the terms and provisions of this Amendment will control.
5. Binding Effect. Each party represents and warrants to the other party that (i) it has the authority to enter into this Amendment and to grant the rights contained herein, and (ii) the person signing this t Amendment is authorized to sign on behalf of that party.
6. Counterparts and Electronic Signatures. This Amendment may be executed in one or more counterparts (including scanned and emailed counterparts), each of which will be deemed an original, and all of which together constitute one and the same agreement. This Amendment may be executed by facsimile, portable document format (PDF), other electronic methods (e.g., DocuSign), and a facsimile, PDF, scanned, or other electronic signature will be treated as an original signature.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, hereby execute this Amendment as of the Amendment Effective Date.
SmartRent, Inc.:
Name: Lucas Haldeman Name: Kristen Lee
Signature: _____________________ Signature: ______________________
Title: ___________________________ Title: ___________________________
Date: ________________ Date: ________________
Exhibit 19.1
SMARTRENT, INC.
INSIDER TRADING POLICY
As amended and restated effective as of January 24, 2023
This Insider Trading Policy (this “Policy”) describes the standards of SmartRent, Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: Part I prohibits trading in certain circumstances and applies to all of the Company’s directors, officers, and employees and their respective immediate family members; and Part II imposes special additional trading restrictions and applies to the Company’s (i) directors, (ii) executive officers, and (iii) employees listed on Exhibit B hereto (collectively, the “Insiders”).
PART I
This Policy continues to apply following termination of employment or other relationship through the first trading day after any material non-public information in your possession has become public or is no longer material. Each employee, officer, consultant, and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this Policy, including any pre-clearances required.
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Compliance Officers may designate one or more individuals who may perform the Compliance Officer’s duties in the event that a Compliance Officer is unable or unavailable to perform such duties. In fulfilling duties under this Policy, the Compliance Officers shall be authorized to consult with the Company’s outside legal counsel.
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Requests for pre-clearance must be submitted on the form attached hereto as Exhibit C to a Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive a response from a Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. Once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms, provided that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade.
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The transaction details must be reported to a Compliance Officer, with copies to Company personnel who will assist the Section 16 Insider in preparing his or her Form 4.
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EXHIBIT A
SECTION 16 INSIDERS
(AS OF JANUARY 23, 2024)
Name |
Title |
Lucas Haldeman |
Chairman, Chief Executive Officer & Director |
Daryl Stemm |
Chief Financial Officer |
Isaiah DeRose-Wilson |
Chief Technology Officer |
Kristen Lee |
General Counsel |
Robyn Young |
Chief Marketing Officer |
Alana Beard |
Director |
Bruce Strohm |
Director |
Fred Tuomi |
Director |
John Dorman |
Director |
Ann Sperling |
Director |
|
|
|
|
EXHIBIT B
INSIDER EMPLOYEES
(AS OF FEBRUARY 26, 2024)
Name |
Title |
Lucas Haldeman |
Chief Executive Officer |
Daryl Stemm |
Chief Financial Officer |
Isaiah DeRose-Wilson |
Chief Technology Officer |
Kristen Lee |
General Counsel |
Robyn Young |
Chief Marketing Officer |
Sarah Roudybush |
Chief of Staff |
Sebastian Popovic |
CEO, Tri Plus Grupa |
Heather Auer |
Executive Vice President, Human Resources |
Wyron Bobis |
Executive Vice President, Operations |
Nate Stormer |
Chief Creative Officer & VP Design |
Dan Polfer |
Senior Vice President, Engineering |
Jordan Hymas |
Senior Vice President, Finance |
Brian Ruttenbur |
Senior Vice President, Investor Relations |
Michael Rankert |
Vice President, Account Management |
Justin Lesko |
Vice President, Business Development |
Shelley Cooper |
Vice President, Financial Planning & Analysis |
Janina Hillgruber |
Assistant General Counsel |
A.J. Miller |
Controller |
Cameron Heath |
Assistant Controller |
Lauren Warddrip |
Senior Financial Analyst |
Amanda Chavez |
Senior Director, Corporate Communications |
Denise Furrer |
Director, Executive Administration |
|
|
EXHIBIT C
FORM OF PRECLEARANCE REQUEST AND APPROVAL
(Under the Company’s Insider Trading Policy)
The undersigned hereby requests approval of the following transaction in the shares of common stock of SmartRent, Inc. (the “Company”).
_____ A transaction to purchase ____________ shares/dollars of common stock of the Company.
_____ A transaction to sell ____________ shares/dollars of common stock of the Company.
The undersigned understands and agrees that:
|
||
(Signature) |
||
Print Name: |
|
|
Date: |
|
|
|
This transaction has been approved for the trading window commencing _____________ and ending _____________, unless closed earlier in accordance with the terms of the Policy.
By: |
|
[●] |
|
|
|
Date: |
|
EXHIBIT D
FORM OF RULE 10b5-1 CERTIFICATION
(Under the Company’s Insider Trading Policy)
Prior to entering into a Rule 10b5-1 Trading Plan (the “Plan”), the undersigned hereby certifies to SmartRent, Inc. (the “Company”) the following:
|
||
(Signature) |
||
Print Name: |
|
|
Date: |
|
|
|
||
Exhibit 21.1
Subsidiaries of SmartRent Inc. |
||
|
|
|
Name |
|
Jurisdiction of Incorporation / Organization |
SmartRent Technologies, Inc. |
|
Delaware |
Alloy Home, LLC |
|
Delaware |
Zipato, Ltd. |
|
United Kingdom |
TRI PLUS GRUPA d.o.o |
|
Croatia |
iQuue, LLC |
|
Florida |
SightPlan Holdings, Inc. |
|
Delaware |
SightPlan, Inc. |
|
Delaware |
SightPlan, India Private Limited |
|
India |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-259749 on Form S-3 and Registration Statement No. 333-260605 on Form S-8 of our report dated March 5, 2024, relating to the financial statements of SmartRent, Inc. appearing in this Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Tempe, AZ
March 5, 2024
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a), UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lucas Haldeman, certify that:
Date: March 5, 2024
/s/ LUCAS HALDEMAN
Lucas Haldeman
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a), UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daryl Stemm, certify that:
Date: March 5, 2024
/s/ DARYL STEMM
Daryl Stemm
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of SmartRent, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission(the “Report”), I, Lucas Haldeman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
Date: March 5, 2024
/s/ LUCAS HALDEMAN
Lucas Haldeman
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of SmartRent, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Daryl Stemm, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
Date: March 5, 2024
/s/ DARYL STEMM
Daryl Stemm
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT 97.1
SMARTRENT, INC.
COMPENSATION CLAWBACK POLICY
(Adopted as of November 14, 2023)
1. INTRODUCTION
SmartRent, Inc. (the “Company”) is adopting this Compensation Clawback Policy (this “Policy”) to provide for situations in which the Company would be required to recover certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is effective as of October 2, 2023 (the “Effective Date”).
This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.
This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the applicable rules of the New York Stock Exchange (the “Exchange”) and will be interpreted and administered consistent with that intent.
2. EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation received by an Affected Officer on or after the Effective Date, to the extent permitted or required by applicable law or the rules of the Exchange.
3. DEFINITIONS
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Affected Officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1, and any other senior executives as determined by the Committee.
“Erroneously Awarded Compensation” means the amount, if any, of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid. In the case of Incentive Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount, if any, shall reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received, as determined by the Committee in its sole discretion. The Committee may determine the form and amount of Erroneously Awarded Compensation in its sole discretion.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, whether or not such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Stock price and total shareholder return are also Financial Reporting Measures.
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“Incentive Compensation” means any compensation that is granted, earned or vested based in whole or in part on the attainment of a Financial Reporting Measure. For purposes of clarity, base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered Incentive Compensation, unless such awards were granted, earned or vested based in part on a Financial Reporting Measure.
“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement), or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).
4. RECOVERY
If the Company is required to prepare a Restatement, the Company shall seek to recover and claw back from any Affected Officer reasonably promptly the Erroneously Awarded Compensation that is received by the Affected Officer:
For purposes of this Policy:
To the extent required by applicable law or the rules of the Exchange, any profits realized from the sale of securities of the Company are subject to recoupment under this Policy.
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For purposes of clarity, in no event shall the Company be required to award any Affected Officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive Compensation that is greater than the Incentive Compensation actually received by the Affected Officer. The recovery of Erroneously Awarded Compensation is not dependent on if or when the Restatement is filed.
5. SOURCES OF RECOUPMENT
To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment from the Affected Officer(s) through any reasonable means it determines, which may include any of the following sources: (i) prior Incentive Compensation payments; (ii) future payments of Incentive Compensation; (iii) cancellation of outstanding Incentive Compensation; (iv) direct repayment; and (v) non-Incentive Compensation or securities held by the Affected Officer. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected Officer.
6. LIMITED EXCEPTIONS TO RECOVERY
Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously Awarded Compensation under the following circumstances, provided that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:
(i) The direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts; provided that the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation, has documented such attempt and has (to the extent required) provided that documentation to the Exchange;
(ii) Recovery would violate home country law where the law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel to that effect to the Exchange that is acceptable to the Exchange; or
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan to fail to meet the requirements of the Internal Revenue Code of 1986, as amended.
7. NO INDEMNIFICATION OR INSURANCE
The Company will not indemnify, insure or otherwise reimburse any Affected Officer against the recovery of Erroneously Awarded Compensation.
8. NO IMPAIRMENT OF OTHER REMEDIES
This Policy does not preclude the Company from taking any other action to enforce an Affected Officer’s obligations to the Company, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.
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