COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001837014 | |
Entity File Number | 001-39991 | |
Entity Registrant Name | SMARTRENT, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4218526 | |
Entity Address, Address Line One | 8665 E. Hartford Drive | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85255 | |
City Area Code | 844 | |
Local Phone Number | 479-1555 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | SMRT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 195,331,762 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 278,003,000 | $ 430,841,000 |
Restricted cash, current portion | 7,878,000 | 1,268,000 |
Accounts receivable, net | 62,543,000 | 45,486,000 |
Inventory | 42,259,000 | 33,208,000 |
Deferred cost of revenue, current portion | 11,449,000 | 7,835,000 |
Prepaid expenses and other current assets | 15,834,000 | 17,369,000 |
Total current assets | 417,966,000 | 536,007,000 |
Property and equipment, net | 1,906,000 | 1,874,000 |
Deferred cost of revenue | 20,421,000 | 18,334,000 |
Goodwill | 121,107,000 | 12,666,000 |
Other long-term assets | 38,538,000 | 10,802,000 |
Total assets | 599,938,000 | 579,683,000 |
Current liabilities | ||
Accounts payable | 11,934,000 | 6,149,000 |
Accrued expenses and other current liabilities | 34,322,000 | 22,234,000 |
Deferred revenue, current portion | 58,765,000 | 42,185,000 |
Total current liabilities | 105,021,000 | 70,568,000 |
Deferred revenue | 58,007,000 | 53,412,000 |
Other long-term liabilities | 6,763,000 | 6,201,000 |
Total liabilities | 169,791,000 | 130,181,000 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value; 500,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 194,070 and 193,864 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 19,000 | 19,000 |
Additional paid-in capital | 608,299,000 | 604,077,000 |
Accumulated deficit | (177,997,000) | (154,603,000) |
Accumulated other comprehensive income | (174,000) | 9,000 |
Total stockholders' equity | 430,147,000 | 449,502,000 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 599,938,000 | $ 579,683,000 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 50,000,000 | 50,000,000 |
Convertible preferred stock, issued | 0 | |
Convertible preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 194,070,000 | 193,864,000 |
Common stock, shares outstanding | 194,070,000 | 193,864,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 37,359 | $ 19,160 |
Cost of revenue | ||
Total cost of revenue | 42,103 | 19,574 |
Operating expense | ||
Research and development | 6,446 | 3,093 |
Sales and marketing | 5,162 | 1,754 |
General and administrative | 11,951 | 3,957 |
Total operating expense | 23,559 | 8,804 |
Loss from operations | (28,303) | (9,218) |
Interest expense, net | (12) | (82) |
Other income, net | 114 | 79 |
Loss before income taxes | (28,201) | (9,221) |
Provision for income taxes | (4,807) | 46 |
Net loss | (23,394) | (9,267) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (183) | (128) |
Comprehensive loss | $ (23,577) | $ (9,395) |
Net loss per common share | ||
Basic and diluted | $ (0.12) | $ (0.99) |
Weighted-average number of shares used in computing net loss per share | ||
Basic and diluted | 193,055 | 9,350 |
Hardware | ||
Revenue | ||
Total revenue | $ 22,114 | $ 12,398 |
Cost of revenue | ||
Total cost of revenue | 21,858 | 12,143 |
Professional Services | ||
Revenue | ||
Total revenue | 6,909 | 3,601 |
Cost of revenue | ||
Total cost of revenue | 15,167 | 5,460 |
Hosted Services | ||
Revenue | ||
Total revenue | 8,336 | 3,161 |
Cost of revenue | ||
Total cost of revenue | $ 5,078 | $ 1,971 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported [Member] | Convertible Preferred Stock | Convertible Preferred StockPreviously Reported [Member] | Common Stock | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated other comprehensive income | Accumulated other comprehensive incomePreviously Reported [Member] |
Balance at the beginning at Dec. 31, 2020 | $ (78,250) | $ (78,250) | $ 4,157 | $ 4,157 | $ (82,642) | $ (82,642) | $ 235 | $ 235 | ||||
Balance (in Shares) at Dec. 31, 2020 | 10,376,000 | 2,124,000 | ||||||||||
Balance at the beginning at Dec. 31, 2020 | $ 111,432 | $ 111,432 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 104,822,000 | 21,458,000 | ||||||||||
Retroactive application of exchange ratio, Shares at Dec. 31, 2020 | 83,364,000 | 8,252,000 | ||||||||||
Stock-based compensation | 427 | 427 | ||||||||||
Issuance of Series C Convertible Preferred Stock (in Shares) | 16,404,000 | |||||||||||
Issuance of Series C Convertible Preferred Stock | $ 34,793 | |||||||||||
Common stock warrants issued to customers as consideration | 22 | 22 | ||||||||||
Common stock warrants related to marketing expense | 210 | 210 | ||||||||||
Exercise of warrants | 5 | 5 | ||||||||||
Exercise of warrants (in Shares) | 2,457,000 | |||||||||||
Net loss | (9,267) | (9,267) | ||||||||||
Other comprehensive loss | (128) | (128) | ||||||||||
Balance at Mar. 31, 2021 | (86,981) | 4,821 | (91,909) | 107 | ||||||||
Balance (in Shares) at Mar. 31, 2021 | 12,833,000 | |||||||||||
Balance at the end at Mar. 31, 2021 | $ 146,225 | |||||||||||
Balance (in Shares) at Mar. 31, 2021 | 121,226,000 | |||||||||||
Balance at the beginning at Dec. 31, 2021 | $ 449,502 | $ 19 | 604,077 | (154,603) | 9 | |||||||
Balance (in Shares) at Dec. 31, 2021 | 193,864,000 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 0 | |||||||||||
Stock-based compensation | $ 3,523 | 3,523 | ||||||||||
Common stock warrants issued to customers as consideration | 2 | 2 | ||||||||||
Common stock warrants related to marketing expense | 217 | 217 | ||||||||||
Reverse recapitalization, net of transaction costs | (70) | (70) | ||||||||||
Exercise of options | 62 | 62 | ||||||||||
Number of Options, Exercised | 131,000 | |||||||||||
ESPP Purchases | 488 | 488 | ||||||||||
ESPP Purchases (in shares) | 75,000 | |||||||||||
Net loss | (23,394) | (23,394) | ||||||||||
Other comprehensive loss | (183) | (183) | ||||||||||
Balance at Mar. 31, 2022 | $ 430,147 | $ 19 | $ 608,299 | $ (177,997) | $ (174) | |||||||
Balance (in Shares) at Mar. 31, 2022 | 194,070,000 | |||||||||||
Balance (in Shares) at Mar. 31, 2022 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (23,394) | $ (9,267) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 409 | 80 |
Amortization of debt discount | 4 | |
Non-employee warrant expense | 217 | 232 |
Provision for warranty expense | 90 | |
Non-cash lease expense | 286 | 109 |
Stock-based compensation related to acquisition | 199 | 200 |
Stock-based compensation | 3,324 | 227 |
Compensation expense related to acquisition | 279 | |
Deferred tax benefit | (4,844) | |
Non-cash interest expense | 29 | |
Provision for excess and obsolete inventory | 81 | (40) |
Provision for doubtful accounts | 15 | |
Change in operating assets and liabilities | ||
Accounts receivable | (15,780) | (4,131) |
Inventory | (9,199) | (293) |
Deferred cost of revenue | (5,701) | (2,847) |
Prepaid expenses and other assets | 3,793 | (2,800) |
Accounts payable | 5,435 | 1,998 |
Accrued expenses and other liabilities | (739) | (2,101) |
Deferred revenue | 16,986 | 10,744 |
Lease liabilities | (168) | (116) |
Net cash used in operating activities | (28,787) | (7,896) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (233) | (93) |
Net cash used in investing activities | (117,768) | (93) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on term loan | (417) | |
Payments of senior revolving facility transaction costs | 5 | |
Proceeds from options exercise | 62 | |
Proceeds for ESPP purchases | 488 | |
Convertible preferred stock issued | 34,793 | |
Payments from business combination and private offering | (70) | |
Net cash provided by financing activities | 480 | 34,381 |
Effect of exchange rate changes on cash and cash equivalents | (153) | (106) |
Net increase in cash, cash equivalents, and restricted cash | (146,228) | 26,286 |
Cash, cash equivalents, and restricted cash - beginning of period | 432,604 | 38,618 |
Cash, cash equivalents, and restricted cash - end of period | 286,376 | 64,904 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 278,003 | 64,904 |
Restricted cash, current portion | 7,878 | |
Restricted cash, included in other long-term assets | 495 | |
Total cash, cash equivalents, and restricted cash | 286,376 | 64,904 |
Supplemental disclosure of cash flow information | ||
Interest paid | 71 | |
Cash paid for income taxes | 36 | |
Schedule of non-cash investing and financing activities | ||
Accrued property and equipment at period end | 21 | $ 39 |
Acquisition consideration held in escrow | 850 | |
SightPlan | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition, net of cash acquired | $ (117,535) |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS SmartRent, Inc., and its wholly owned subsidiaries, (collectively the “Company”) formerly known as Fifth Wall Acquisition Corp. I ( “ FWAA ” ), 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 (the “ IPO ” ), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). 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 (“Merger Sub”). 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 New York Stock Exchange (“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. SmartRent is an enterprise technology company that provides a comprehensive real estate platform 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 comprehensive 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 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 restricted stock units ("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”). 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 accounting principles generally accepted in the United States of America (“U.S. 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. will file 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 . |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the consolidated accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Consolidated Balance Sheet at December 31, 2021 has been derived from the audited consolidated financial statements as of December 31, 2021, as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 25, 2022. Certain notes and other information have been condensed or omitted from the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Consolidated Financial Statements related to the three months ended March 31, 2022 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Company’s financial condition and results of operations and cash flows for the interim period presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. Reclassifications Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Foreign Currency SmartRent Inc.'s functional and reporting currency is United States Dollars (“USD”) and its foreign subsidiary has 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 statement of operations. 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 U.S. 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 and certain assumptions used in the valuation of equity awards, including the estimated fair value of common stock warrants, stand-alone selling price of items sold and assumptions used to estimate the fair value of stock-based compensation expense. Actual results could differ materially from those estimates. Impact of COVID-19 The extensive impact caused by the COVID-19 pandemic has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In an effort to halt the outbreak of COVID-19, a number of countries, states, and other jurisdictions have imposed, and may impose in the future, various measures, including, but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions, limitations on gatherings, reduced operations and extended business closures. The timing of customer orders and the Company’s ability to fulfill orders received was impacted by various COVID-19-related government mandates, resulting in a delay in units sold. The Company has also witnessed certain current and prospective customers delaying purchases based on budget constraints or project delays related to COVID-19. The broader and long-term implications of the COVID-19 pandemic on the Company’s workforce, operations and supply chain, customer demand, results of operations and overall financial performance remain uncertain. The impact of COVID-19, and measures to prevent its spread, have been impactful and continue to affect supply chain. The Company has experienced some production delays as a result of COVID-19, including impacts to the sourcing, manufacturing, and logistics channels. The Company continues to engage with current and potential customers and continues to experience strong demand for its smart home enterprise software solutions. The Company believes some customers may continue to delay purchases because their development programs may also be delayed as a result of COVID-19. The Business Combination The Business Combination is accounted for as a reverse recapitalization as Legacy SmartRent was determined to be the accounting acquirer. The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of Legacy SmartRent hold the majority of voting rights in the Company; • the board of directors of Legacy SmartRent represent a majority of the members of the board of directors of the Company or were appointed by Legacy SmartRent; • the senior management of Legacy SmartRent became the senior management of the Company; and • the operations of Legacy SmartRent comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of Legacy SmartRent was converted into Common Stock of the Company, par value $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Legacy SmartRent was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the Legacy SmartRent. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio. Acquisitions In March 2022, the Company purchased all of the outstanding equity interests of SightPlan Holdings Inc. ("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 and 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, LLC (“iQuue”) 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 and 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. 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’s participating securities included convertible preferred stock, as the holders were entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company also 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 convertible preferred stock, as well as the holders of unvested common shares subject to repurchase, do not have a contractual obligation to share in losses. In conjunction with the Business Combination all convertible preferred stock converted to common stock. 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 our 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 $ 357 as of March 31, 2022, and December 31, 2021. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss and totaled $ 15 for the three months ended March 31, 2021 . There was no provision recorded for the three months ended March 31, 2022 . There were no write-offs of accounts receivable deemed uncollectable for the three months ended March 31, 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 relationship and the prior 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. 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. The significant customers of the Company are also limited partners of an investor in the Company with approximately 20 % and 22 % ownership as of March 31, 2022 and December 31, 2021 respectively. The investor does not exert control or influence on these limited partners and, as such these limited partners do not meet the definition of related parties of the Company. 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 three months ended March 31, 2022 December 31, 2021 March 31, 2022 March 31, 2021 Customer A 33 % * 22 % 36 % Customer B * * * 11 % Customer C * 15 % * * Customer D 16 % * 18 % * * Total less than 10% for the respective period Goodwill Goodwill represents the excess of cost over net assets of the business combinations that were completed during the three months ended March 31, 2022, and year ended December 31, 2021 (see Note 13). The Company tests for potential impairment of goodwill on an annual basis in November 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. Qualitative factors are considered first to determine if performing a quantitative test is necessary. No goodwill impairment was recorded as of March 31, 2022 . Intangible Assets The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of the iQuue and SightPlan acquisitions. 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 follow s. Estimated useful life (in years) Trade name 5 Customer relationships 10 - 13 Developed technology 1 - 7 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 three months ended March 31, 2022 and 2021, warranty expense included in cost of hardware revenue was $ 284 and $ 308 , respectively. As of March 31, 2022, and December 31, 2021, the Company’s warranty allowance was $ 4,595 and $ 6,106 , 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 such batteries from previously deployed hardware devices. As of March 31, 2022, and December 31, 2021, $ 3,221 and $ 3,166 , respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency. Convertible Preferred Stock The Company assessed the provisions of Legacy SmartRent’s convertible preferred stock including redemption rights, dividends and voting rights to determine the appropriate classification. The Company determined that Legacy SmartRent’s shares of convertible preferred stock are appropriately classified as mezzanine equity because they were contingently redeemable into cash upon the occurrence of an event not solely within Legacy SmartRent’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No such adjustments have been recorded during the three months ended March 31, 2022 or year ended December 31, 2021 . As a result of the Business Combination, each share of Legacy SmartRent convertible preferred stock and common stock was converted into the right to receive approximately 4.8846 shares of the Company’s Common Stock. Refer to Note 7, Convertible Preferred Stock and Equity . 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 three months ended March 31, 2022 or year ended December 31, 2021 , respectively. 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. 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, which devices currently consist of door-locks, thermostats, sensors and light switches; a hub device, represented by either the Alloy Fusion or the Alloy SmartHub; professional services; and, a subscription for use of our proprietary software. The Company considers delivery for each of the hardware, professional services and the combination of the hardware Alloy SmartHub device with proprietary software (the “hosted services”) to be separate performance obligations. The hardware Alloy SmartHub device and the software subscription are not sold separately. The hardware performance obligation includes the delivery of smart home hardware devices and the Alloy Fusion device, which provides features that function independently without subscription to the Company’s proprietary software. 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 transferred to the customer. Contracts containing the Alloy SmartHub device, which only functions with the subscription to the Company’s proprietary software and related hosting services, are considered a single performance obligation. The Company partners with several manufacturers to offer a range of compatible hardware products for its customers. The Company maintains control of the hardware purchased from manufacturers prior to it being transferred to the customer. The Company has discretion in establishing the price the customer will pay for the good or service. Consequently, the Company is primarily responsible for fulfilling the promise to provide the product and the Company is considered the principal in these arrangements. For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the device or service separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. The Company then allocates the transaction price among those obligations based on the estimation of the standalone selling price. Payments are received by the Company by credit card, check or automated clearing house (“ACH”) 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. We have elected the following practical expedients following the adoption of ASC 606 : • Shipping and handling costs: the Company elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service. Amounts billed for shipping and handling fees are recorded as revenue. • Sales tax collected from customers: the Company elected to exclude from the measurement of transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer. • Measurement of the transaction price: the Company applies the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. The Company only applies these steps when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to a customer. • Significant financing component: the Company elected not to adjust the promised amount of consideration for the effects of a significant financing component when the period between the transfer of promised goods or services and when the customer pays for the goods or services will be one year or less. Timing of Revenue Recognition is as follows. • Hardware Revenue Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices currently consist of door-locks, thermostats, sensors, and light switches. These smart home devices connect to either the Alloy Fusion or the Alloy SmartHub. 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, except for the Alloy SmartHub, which is discussed in “Hosted Services Revenue” below. The Alloy Fusion device provides features that function independently without subscription to our proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the Alloy Fusion hub 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 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 Hosted services revenue consists of recurring monthly subscription revenue generated from fees that provide customers’ access to one or more of the Company’s proprietary software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms typically ranging from one-month to seven-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. The Company also sells the Alloy SmartHub hardware hub device. The Alloy SmartHub device functions only with the subscription to the Company’s proprietary software applications and related hosting services and is sold only on an integrated basis with the subscription to the software. The Company considers the Alloy SmartHub device and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for the hub devices. The Alloy Fusion device operates together with the proprietary software, but also provides features with stand-alone functionality without subscription to the Company’s proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recorded at the point in time when the Alloy Fusion hub is shipped to the customer. When a 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 . 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. • Hardware Cost of hardware revenue consists primarily of direct costs of proprietary products, 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. • 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 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. • Hosted Services Cost of hosted services revenue consists primarily of the amortization of the direct costs of the hardware hub device 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 the hub device 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 and are expensed as incurred. Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $ 74 and $ 156 of advertising expenses for the quarters ended March 31, 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 $ 7,990 and $ 8,629 of assets outside the United States at March 31, 2022, and December 31, 2021 , respectively. Recent Accounting Guidance Recent Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of ASU 2016-13 may have an impact on the Company’s accounting for accounts receivable, bad debt expense, and loans receivable included in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss. The Company is evaluating the extent of such impact. Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 7 |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value of Instruments | 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 March 31, 2022 As of December 31, 2021 Assets on the Consolidated Balance Sheets Carrying Value Unrealized Fair Carrying Unrealized Losses Fair Cash and cash equivalents Level 1 $ 278,003 $ - $ 278,003 430,841 $ - $ 430,841 Restricted cash Level 1 8,373 - 8,373 1,763 - 1,763 Total $ 286,376 $ - $ 286,376 $ 432,604 $ - $ 432,604 As of March 31, 2022 As of December 31, 2021 Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Acquisition earnout payment Level 3 5,230 5,230 5,230 5,230 Total liabilities $ 5,230 $ 5,230 $ 5,230 $ 5,230 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 three months ended March 31, 2022 and year ended December 31, 2021 are as follows. As of March 31, 2022 December 31, 2021 Balance at beginning of period $ 5,230 $ - Fair value of acquisition earnout payment - 5,230 Balance at end of period $ 5,230 $ 5,230 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, 2021. The inputs and assumptions were not significantly different from December 31, 2021, and as a result, the change in fair value was immaterial. Thus, no change to the fair value of the earnout payment was recorded as of March 31, 2022. See Note 13 for more information regarding the earnout payment. As of March 31, 2022 December 31, 2021 Discount Rate 4.62 % 3.50 % Volatility 24.80 % 24.80 % |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue and Deferred Revenue | NOTE 4. REVENUE AND DEFERRED REVENUE Disaggregation of Revenue In the following tables, revenue is disaggregated by primary geographical market and type of revenue. For the three months ended March 31, 2022 2021 Revenue by geography United States $ 36,447 $ 18,749 International 912 411 Total revenue $ 37,359 $ 19,160 For the three months ended March 31, 2022 2021 Revenue by type Hardware $ 22,114 $ 12,398 Professional services 6,909 3,601 Hosted services 8,336 3,161 Total revenue $ 37,359 $ 19,160 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 the hardware hub device are recorded as deferred revenue and recognized over the average in-service life of the hub. 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 three months ended March 31, 2022 2021 Deferred revenue balance as of January 1 $ 95,597 $ 53,501 Revenue recognized from balance of deferred revenue ( 6,864 ) ( 3,992 ) Revenue deferred during the period 30,247 18,420 Revenue recognized from revenue originated ( 2,208 ) ( 3,922 ) Deferred revenue balance as of March 31 $ 116,772 $ 64,007 As of March 31, 2022, the Company expects to recognize 50 % of its total deferred revenue within the next 12 months , 18 % of its total deferred revenue between 13 and 36 months, 30 % between 37 and 60 months and 2 % is expected to be recognized beyond five years . Deferred cost of revenue includes all direct costs includ ed in cost of revenue that have been deferred to future periods. |
Other Balance Sheet Information
Other Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Information | NOTE 5. OTHER BALANCE SHEET INFORMATION Inventory consisted of the following. March 31, 2022 December 31, 2021 Finished Goods $ 42,259 $ 33,007 Raw Materials - 201 Total inventory $ 42,259 $ 33,208 We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the three months ended March 31, 2022, we recorded write-downs of $ 82 , which is a component of cost of revenues on the Consolidated Statements of Operations. There were no write-downs recorded for the three months ended March 31, 2021. Prepaid expenses and other current assets consisted of the following. March 31, 2022 December 31, 2021 Prepaid expenses $ 12,580 $ 15,084 Other current assets 3,254 2,285 Total prepaid expenses and other current assets $ 15,834 $ 17,369 Property and equipment, net consisted of the following. March 31, 2022 December 31, 2021 Computer hardware $ 1,814 $ 1,768 Warehouse and other equipment 461 461 Leasehold improvements 459 284 Furniture and fixtures 162 161 Property and equipment, gross 2,896 2,674 Less: Accumulated depreciation ( 990 ) ( 800 ) Total property and equipment, net $ 1,906 $ 1,874 Depreciation and amortization expense on all property, plant and equipment was $ 190 and $ 80 during the three months ended March 31, 2022 and 2021, respectively. Other long-term assets consisted of the following. March 31, 2022 December 31, 2021 Intangible assets, net $ 29,871 $ 3,590 Operating lease - ROU asset, net 2,640 2,927 Restricted cash, long-term portion 495 495 Other long-term assets 5,532 3,790 Total other long-term assets $ 38,538 $ 10,802 Intangible assets, net, which is included in Other long-term assets on the Consolidated Balance Sheets, consisted of the following. March 31, 2022 December 31, 2021 Customer relationships $ 18,590 $ 3,290 Developed technology 10,600 300 Trade name 900 Less: Accumulated amortization ( 219 ) - Total intangible assets, net $ 29,871 $ 3,590 Amortization expense on all intangible assets was $ 219 for the three months ended March 31, 2022. For the three months ended March 31, 2021 there was no amortization expense recorded as the assets were not acquired until December 2021. Accumulated amortization on all intangible assets was $ 219 as of March 31, 2022 There was no accumulated amortization as of December 31, 2021. Total future amortization for finite-lived assets is estimated as follows. Amortization Expense 2022 - Remaining $ 2,808 2023 3,433 2024 3,433 2025 3,433 2026 3,433 Thereafter 13,331 Total $ 29,871 Accrued expenses and other current liabilities consisted of the following. March 31, 2022 December 31, 2021 Accrued acquisition consideration $ 14,080 $ 2,665 Accrued expenses 6,976 4,559 Accrued compensation costs 4,632 6,588 Warranty allowance 4,595 6,106 Other 4,039 2,316 Total accrued expenses and other current liabilities $ 34,322 $ 22,234 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 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 March 31, 2022. 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 $ 665 and will be amortized ratably over the five-year term of the Senior Revolving Facility. For the three months ended March 31, 2022, the Company recorded $ 27 of amortization expense in connection with these costs, which is 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 an applicable margin, subject to a floor of 0.00 %. For ABR Loans, the interest rate is based upon the highest of the Prime Rate, Federal Funds Effective Rate plus an applicable margin, or 3.25 %. As of March 31, 2022 , the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 0.10 % 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. 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 our 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021 , there was no outstanding principal amount under the Senior Revolving Facility. 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 147,911 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. |
Convertible Preferred Stock and
Convertible Preferred Stock and Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock and Equity | 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 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 outstanding shares of preferred stock were converted into Common Stock of the Company based on the Exchange Ratio of approximately 4.8846 . The original issuance price per share of Legacy SmartRent’s authorized, issued and outstanding preferred stock follows as of August 24, 2021. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020; C 8,874 8,874 $ 10.4236 92,468 24,816 24,816 $ 146,076 The original issuance price per share of the Company’s authorized, issued and outstanding preferred stock follows as of December 31, 2020. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020 C 5,756 5,516 $ 10.4236 57,500 21,698 21,458 $ 111,108 Upon the closing of the Business Combination, 24,816 outstanding shares of preferred stock were converted into 121,214 shares of Common Stock at the Exchange Ratio of 4.8846. During the three months ended March 31, 2021, Legacy SmartRent issued an additional 3,358 shares of Series C preferred stock through two tranches that closed in February and March 2021. The Series C preferred stock was issued in exchange for $ 35,000 gross cash proceeds. Expenses in connection with the issuance of the Series C preferred stock were $ 207 , resulting in net cash proceeds of $ 34,793 . Warrants In February 2021, Legacy SmartRent issued 750 warrants to purchase Legacy SmartRent’s common stock as consideration to certain customers. The warrants are exercisable upon issuance until their expiration in February 2031 or earlier upon redemption. The number of warrants issued to these customers is dependent on the number of installed units, as defined by the warrant agreements, purchased by the customer. The fair value of the vested portion of the warrants has been recorded as additional paid in capital and contra-revenue on the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations, respectively. For the quarters ended March 31, 2022 and 2021 respectively, the Company recorded $ 2 and $ 22 , as contra-revenue in the Consolidated Statement of Operations related to these warrants. As part of the Business Combination on August 24, 2021, these warrants converted to warrants to purchase 3,663 shares of Common Stock at $ 0.01 per share pursuant to the Exchange Ratio and remain outstanding. In April 2020, in connection with the closing of the second tranche of the Series C preferred stock, Legacy SmartRent issued a warrant to purchase common stock to an investor who participated in the second tranche closing. The warrant represents compensation paid for marketing services to be provided and was accounted for using stock-based compensation guidance. The warrant vests based on the number of installed units attained over a measurement period, which expires in April 2023 . 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 is entitled to purchase 384 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 warrants using the Black-Scholes-Merton model. The Company records the associated marketing expense over the service period as the units are installed with an offset to additional paid-in-capital. During the three months ended March 31, 2022 and 2021 respectively, the Company recognized $ 217 and $ 210 of sales and marketing expense related to these warrants. As part of the Business Combination on August 24, 2021, these warrants converted to warrants to purchase 1,876 shares of Common Stock pursuant the Exchange Ratio. The remaining warrants fully vested during the three months ended March 31, 2022 (see Note 14). 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-Merton 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 three months ended March 31, 2022 and 2021, no sales and marketing expense related to these warrants is in the accompanying Consolidated Statements of Operations and Comprehensive Loss. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 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 for awards in the form of options, restricted stock purchase rights or restricted stock bonuses. Awards granted under the 2018 Stock Plan generally expire 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. As part of the Business Combination on August 24, 2021, all awards issued under the 2018 Stock Plan were assumed by the Company and converted to options to purchase Common Stock and RSUs for Common Stock using the Exchange Ratio. Summaries of the Company’s 2018 Stock Plan activity for the three months ended March 31, 2022 is presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2021 10,457 $ 0.51 7.96 $ - Granted 175 $ 9.58 Exercised ( 131 ) $ 0.47 Cancelled and forfeited ( 326 ) $ 0.47 March 31, 2022 10,175 $ 0.66 7.75 $ - Vested options as of March 31, 2022 8,022 $ 0.49 7.53 $ - 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 . As part of the Business Combination on August 24, 2021 these RSUs were assumed by the Company and converted to 7,489 RSUs at a per share fair value of $ 4.41 pursuant to the Exchange Ratio and remain outstanding as of March 31, 2022. During the year ended December 31, 2021 , $ 843 of stock compensation expense was recorded for these awards. The outstanding RSUs also contain a liquidity event vesting condition which was satisfied upon closing of the Business Combination. Accordingly, the Company recognized an additional one-time stock-based compensation expense of $ 2,827 in August 2021 as a retroactive catch-up of cumulative stock-based compensation expense for such awards from their original grant dates. 2021 Equity Incentive Plan In connection with the Business Combination, the board of directors approved and implemented the SmartRent, Inc. 2021 Equity Incentive Plan. The purpose of the 2021 Plan is to enhance our 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. The 2021 Plan authorizes the 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 stock. As part of the Business Combination on August 24, 2021, the RSUs granted in the 2018 Stock Plan were assumed by the Company and converted to 7,489 restricted stock units pursuant to the Exchange Ratio and remain outstanding. In August 2021, 354 RSUs were granted to certain executives and the board of directors at a fair value of $ 12.10 . Non-employee board member RSUs will vest either over one year or three years . The RSUs granted to employees are generally subject to a four-year vesting schedule and all vesting shall be subject to the recipient’s continued employment with the Company or its subsidiaries through the applicable vesting dates. I n November 2021, the Company granted 72 RSUs to certain executives pursuant to the 2021 Equity Incentive Plan. These RSUs had a fair value of $ 12.10 at the time of the grant and will vest over four years . During the period ending March 31, 2022 , the Company granted 1,510 RSUs to certain employees pursuant to the 2021 Equity Incentive Plan. These RSUs had a fair value of $ 7.54 at the time of the grant and will vest over four years . 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 three months ended March 31, 2022, stock-based compensation expense of $ 3,123 w as recognized in connection with the vesting of all RSUs. See footnote 14 for additional information in connection with the 2021 Equity Incentive Plan. No stock-based compensation expense related the RSUs was recognized during the three months ended March 31, 2021. The following table summarizes activity related to the RSUs: Restricted Stock Units Number of Weighted December 31, 2021 7,671 $ 4.98 Granted 1,510 $ 7.54 Cancelled ( 136 ) $ 4.82 March 31, 2022 9,045 $ 5.29 Employee Stock Purchase Plan The Company has the ability to initially issue up to 2,000 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 shares or (iii) such amount, if any, as the Board may determine. During the three months ending March 31, 2022, stock-based compensation expense of $ 86 was recognized in connection with the ESPP. No expense related to the ESPP was recognized during the three months ended March 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 three months ended March 31, 2022. March 31, 2022 Risk free interest 1.47 % Dividend yield 0.00 % Expected volatility 58.80 % Expected life (years) 6.08 Expected life – The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method. Risk-Free Interest Rate – The risk-free rate is based on the US Treasury zero coupon issuances in effect at the time of the grant for periods corresponding with the expected term of the option. Expected Volatility – The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock and the historical volatility of the Company's Common Stock. Dividend Yield – The Company has never paid dividends on its common stock and has no plans to declare any dividends on its common stock. Therefore, the Company used an expected dividend yield of zero . The Company recorded stock-based compensation expense as follows. For the three months ended March 31, 2022 2021 Research and development $ 881 $ 55 Sales and marketing 539 16 General and administrative 2,103 356 Total $ 3,523 $ 427 During the three months ended March 31, 2022, stock-based compensation expense of $ 199 was recognized for 844 shares granted in connection with the Zenith Highpoint Inc. ("Zenith") acquisition and are recorded as a component of general and administrative expense. During the three months ended March 31, 2021, $ 200 of stock-based compensation expense related to these shares was recognized and are recorded as a component of general and administrative expense. As part of the Business Combination on August 24, 2021, these 844 shares converted into 4,123 shares pursuant to the Exchange Ratio. During the three months ended March 31, 2022, stock-based compensation expense of $ 115 was recognized in connection with the vesting of outstanding options. During the three months ended March 31, 2021, stock-based compensation expense of $ 227 was recognized in connection with the vesting of outstanding options. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES The Company’s effective tax rate (ETR) from continuing operations was 17.05 % for the three months ended March 31, 2022 and ( 0.49 %) for the three months ended March 31, 2021. The Company’s ETR during the three months ended March 31, 2022 differed from the federal statutory rate of 21 % primarily due to changes in valuation allowance and foreign taxes. The Company recorded net deferred tax liabilities in the quarter ended March 31, 2022, due to the acquisition of SightPlan. Those net deferred tax liabilities provide a source of taxable income to offset future tax deductions from deferred tax assets, and as a result, management reduced the valuation allowance by $ 4.8 million during the quarter. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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 three months ended March 31, 2022 2021 Convertible preferred stock - 121,226 Common stock options and restricted stock units 19,218 11,016 Common stock warrants 3,664 161 Shares subject to repurchase 1,374 2,750 Total 24,256 135,153 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 11. RELATED-PARTY TRANSACTIONS During the quarters ended March 31, 2022 and 2021, the Company incurred marketing expense of $ 217 and $ 210 , respectively, in connection with the vesting of warrants held by an investor. The Company incurred consulting expense of $ 20 included in research and development expenses for the three months ended March 31, 2022 related to services provided by companies in which one of the Company's executives have control or significant influence. During the three months ended March 31, 2021, the Company incurred consulting expenses from these companies of $ 15 . On March 22, 2022, the Company purchased all of the outstanding equity interests of SightPlan (see Note 13) . One of our 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 RET, which currently hold 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 Company's board of directors. Further, RET did not assist the Company with any negotiations or participate in the Company's board discussions related to the SightPlan acquisition. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of our 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. As of the date of this filing, the supplier has not yet filed a response to the complaint. The Company does not believ e it has any further commitment to the supplier. 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 March 31, 2022 or December 31, 2021 . |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 13. ACQUISITIONS iQuue Acquisition On December 31, 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 software-as-a-service ("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 March 31, 2022, 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 $ 5,230 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 gain or loss in other income (expense), net 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. The Company determined there was no change to the fair value of the earnout during the period ending March 31, 2022 and therefore, no gain or loss was recorded. 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 three months ended March 31, 2022, the Company recognized $ 62 of compensation expense in connection with this bonus. The fair value and allocation of the business combination are preliminary, are based upon management’s best estimates and assumptions, and are subject to future revision. The Company will finalize these amounts no later than one year from the acquisition date, once it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in adjustments to the preliminary amounts disclosed above which may impact the reported results in the period those adjustments are identified. 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 $ 234 of acquisition related costs that were expensed during the three months ended March 31, 2022 and are included in general and administrative expenses. 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 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 three months ending March 31, 2022, the Company recorded amortization expense of $ 141 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 Sheet as of March 31, 2022, and other financial statements presented herein for the three months ended March 31, 2022 and 2021 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. SightPlan Acquisition On March 22, 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 ) . On the acquisition date, the Company paid cash consideration of $ 130,931 and placed $ 850 in escrow accounts legally owned by the Company. As of March 31, 2022 , $ 11,428 of the cash consideration paid has yet to be transferred to former SightPlan shareholders and is classified in the Company’s cash and cash equivalents and other current liabilities on the Consolidated Balance Sheets. As of March 31, 2022, the current escrow deposits are classified as restricted cash, current portion and other current liabilities on the Consolidated Balance Sheets. The Company determines current or non-current classification based on the expected duration of the restriction. 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 is contingent upon the continuous service of the employees, it is accounted for as post-combination expense and will be recognized ratably over the service period of one year . During the three months ended March 31, 2022 , the Company recorded $ 142 to general and administrative expenses on the Statements of Operations and Comprehensive Loss and to other current liabilities on the Consolidated Balance Sheets in connection with this contingent consideration. The Company deposited $ 5,760 cash in escrow on the acquisition date for this obligation. The escrow deposit is classified as restricted cash, current portion. The fair value and allocation of the business combination are preliminary, are based upon management’s best estimates and assumptions, and are subject to future revision. The Company will finalize these amounts no later than one year from the acquisition date, once it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in adjustments to the preliminary amounts disclosed above which may impact the reported results in the period those adjustments are identified. 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 1,284 Intangible assets 26,500 Other assets 724 Total identifiable net assets acquired 30,486 Accounts payable 6 Deferred revenue 885 Accrued expenses and other liabilities 735 Deferred tax liability ( Note 9 ) 5,390 Other long-term liabilities 256 Total liabilities assumed 7,272 Total identifiable assets 23,214 Goodwill $ 108,440 The following table reconciles the elements of the acquisition to the Consolidated Statement of Cash Flows. Cash paid at acquisition $ 130,931 Cash acquired ( 1,978 ) Acquisition consideration owed to shareholders ( 11,418 ) Payment of acquisition consideration, net of cash acquired $ 117,535 The Company recognized approximately $ 523 of acquisition related costs that were expensed during the three months ended March 31, 2022 and are included in general and administrative expenses. The fair value of the assets acquired includes accounts receivable of $ 1,284 . The gross amount due under contracts for accounts receivable is $ 1,284 , substantially 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 SightPlan. In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Upon the adoption of this update, contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination will be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers as if the acquirer had originated the contracts, which would generally result in an acquirer recognizing and measuring acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. The Company adopted ASU 2021-08 on October 1, 2021, prior to the acquisition of SightPlan. Therefore, SightPlan’s historical deferred revenue balance as of March 22, 2022 has been included in the purchase price allocation in accordance with ASU 2021-08. 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 $ 26,500 and 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 $ 108,440 . 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 15,300 Developed technology 7 10,300 Total intangible assets $ 26,500 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 three months ending March 31, 2022, the Company recorded amortization expense of $ 78 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. Pro Forma Operating Results The Company’s Consolidated Balance Sheet as of March 31, 2022, and other financial statements presented herein for the three months ended March 31, 2022 and 2021 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, 2021. 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, 2021 or of the results that may occur in the future. For the three months ended March 31, 2022 March 31, 2021 Revenues $ 39,711 $ 21,023 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS In connection with the preparation of the accompanying consolidated financial statements, the Company has evaluated events and transactions occurring after March 31, 2022 and through May 11, 2022, 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 April 2022, the Company announced the appointment of Hiroshi Okamoto as the Company’s Chief Financial Officer effective May 9, 2022. In May 2022, the Company announced the appointment of Robyn Young as the Company’s Chief Marketing Officer effective May 9, 2022. In May 2022, the Company awarded $ 800 of Restricted Stock Units, which will vest over four years , to certain executives pursuant to the 2021 Equity Incentive Plan. In May 2022, an investor exercised its warrant to purchase 937 shares of Common Stock (see Note 7). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the consolidated accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Consolidated Balance Sheet at December 31, 2021 has been derived from the audited consolidated financial statements as of December 31, 2021, as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 25, 2022. Certain notes and other information have been condensed or omitted from the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Consolidated Financial Statements related to the three months ended March 31, 2022 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Company’s financial condition and results of operations and cash flows for the interim period presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. |
Reclassifications | Reclassifications Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. |
Foreign Currency | Foreign Currency SmartRent Inc.'s functional and reporting currency is United States Dollars (“USD”) and its foreign subsidiary has 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 statement of operations. |
Liquidity | 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 | Use of Estimates The preparation of financial statements in conformity with U.S. 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 and certain assumptions used in the valuation of equity awards, including the estimated fair value of common stock warrants, stand-alone selling price of items sold and assumptions used to estimate the fair value of stock-based compensation expense. Actual results could differ materially from those estimates. |
Impact of COVID-19 | Impact of COVID-19 The extensive impact caused by the COVID-19 pandemic has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In an effort to halt the outbreak of COVID-19, a number of countries, states, and other jurisdictions have imposed, and may impose in the future, various measures, including, but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions, limitations on gatherings, reduced operations and extended business closures. The timing of customer orders and the Company’s ability to fulfill orders received was impacted by various COVID-19-related government mandates, resulting in a delay in units sold. The Company has also witnessed certain current and prospective customers delaying purchases based on budget constraints or project delays related to COVID-19. The broader and long-term implications of the COVID-19 pandemic on the Company’s workforce, operations and supply chain, customer demand, results of operations and overall financial performance remain uncertain. The impact of COVID-19, and measures to prevent its spread, have been impactful and continue to affect supply chain. The Company has experienced some production delays as a result of COVID-19, including impacts to the sourcing, manufacturing, and logistics channels. The Company continues to engage with current and potential customers and continues to experience strong demand for its smart home enterprise software solutions. The Company believes some customers may continue to delay purchases because their development programs may also be delayed as a result of COVID-19. |
The Business Combination and Acquisitions | The Business Combination The Business Combination is accounted for as a reverse recapitalization as Legacy SmartRent was determined to be the accounting acquirer. The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of Legacy SmartRent hold the majority of voting rights in the Company; • the board of directors of Legacy SmartRent represent a majority of the members of the board of directors of the Company or were appointed by Legacy SmartRent; • the senior management of Legacy SmartRent became the senior management of the Company; and • the operations of Legacy SmartRent comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of Legacy SmartRent was converted into Common Stock of the Company, par value $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Legacy SmartRent was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the Legacy SmartRent. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio. Acquisitions In March 2022, the Company purchased all of the outstanding equity interests of SightPlan Holdings Inc. ("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 and 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, LLC (“iQuue”) 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 and 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. |
Net Loss Per Share Attributable to Common Stockholders | 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’s participating securities included convertible preferred stock, as the holders were entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company also 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 convertible preferred stock, as well as the holders of unvested common shares subject to repurchase, do not have a contractual obligation to share in losses. In conjunction with the Business Combination all convertible preferred stock converted to common stock. 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 | 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 our cash balances are held. |
Restricted Cash | 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, 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 $ 357 as of March 31, 2022, and December 31, 2021. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss and totaled $ 15 for the three months ended March 31, 2021 . There was no provision recorded for the three months ended March 31, 2022 . There were no write-offs of accounts receivable deemed uncollectable for the three months ended March 31, 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 relationship and the prior 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. |
Significant Customers | 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. The significant customers of the Company are also limited partners of an investor in the Company with approximately 20 % and 22 % ownership as of March 31, 2022 and December 31, 2021 respectively. The investor does not exert control or influence on these limited partners and, as such these limited partners do not meet the definition of related parties of the Company. 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 three months ended March 31, 2022 December 31, 2021 March 31, 2022 March 31, 2021 Customer A 33 % * 22 % 36 % Customer B * * * 11 % Customer C * 15 % * * Customer D 16 % * 18 % * * Total less than 10% for the respective period |
Goodwill | Goodwill Goodwill represents the excess of cost over net assets of the business combinations that were completed during the three months ended March 31, 2022, and year ended December 31, 2021 (see Note 13). The Company tests for potential impairment of goodwill on an annual basis in November 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. Qualitative factors are considered first to determine if performing a quantitative test is necessary. No goodwill impairment was recorded as of March 31, 2022 . |
Intangible Assets | Intangible Assets The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of the iQuue and SightPlan acquisitions. 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 follow s. Estimated useful life (in years) Trade name 5 Customer relationships 10 - 13 Developed technology 1 - 7 |
Warranty Allowance | 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 three months ended March 31, 2022 and 2021, warranty expense included in cost of hardware revenue was $ 284 and $ 308 , respectively. As of March 31, 2022, and December 31, 2021, the Company’s warranty allowance was $ 4,595 and $ 6,106 , 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 such batteries from previously deployed hardware devices. As of March 31, 2022, and December 31, 2021, $ 3,221 and $ 3,166 , respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency. |
Convertible Preferred Stock | Convertible Preferred Stock The Company assessed the provisions of Legacy SmartRent’s convertible preferred stock including redemption rights, dividends and voting rights to determine the appropriate classification. The Company determined that Legacy SmartRent’s shares of convertible preferred stock are appropriately classified as mezzanine equity because they were contingently redeemable into cash upon the occurrence of an event not solely within Legacy SmartRent’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No such adjustments have been recorded during the three months ended March 31, 2022 or year ended December 31, 2021 . As a result of the Business Combination, each share of Legacy SmartRent convertible preferred stock and common stock was converted into the right to receive approximately 4.8846 shares of the Company’s Common Stock. Refer to Note 7, Convertible Preferred Stock and Equity . |
Fair Value of Financial Instruments | 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 three months ended March 31, 2022 or year ended December 31, 2021 , respectively. 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. |
Revenue Recognition | 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, which devices currently consist of door-locks, thermostats, sensors and light switches; a hub device, represented by either the Alloy Fusion or the Alloy SmartHub; professional services; and, a subscription for use of our proprietary software. The Company considers delivery for each of the hardware, professional services and the combination of the hardware Alloy SmartHub device with proprietary software (the “hosted services”) to be separate performance obligations. The hardware Alloy SmartHub device and the software subscription are not sold separately. The hardware performance obligation includes the delivery of smart home hardware devices and the Alloy Fusion device, which provides features that function independently without subscription to the Company’s proprietary software. 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 transferred to the customer. Contracts containing the Alloy SmartHub device, which only functions with the subscription to the Company’s proprietary software and related hosting services, are considered a single performance obligation. The Company partners with several manufacturers to offer a range of compatible hardware products for its customers. The Company maintains control of the hardware purchased from manufacturers prior to it being transferred to the customer. The Company has discretion in establishing the price the customer will pay for the good or service. Consequently, the Company is primarily responsible for fulfilling the promise to provide the product and the Company is considered the principal in these arrangements. For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the device or service separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. The Company then allocates the transaction price among those obligations based on the estimation of the standalone selling price. Payments are received by the Company by credit card, check or automated clearing house (“ACH”) 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. We have elected the following practical expedients following the adoption of ASC 606 : • Shipping and handling costs: the Company elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service. Amounts billed for shipping and handling fees are recorded as revenue. • Sales tax collected from customers: the Company elected to exclude from the measurement of transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer. • Measurement of the transaction price: the Company applies the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. The Company only applies these steps when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to a customer. • Significant financing component: the Company elected not to adjust the promised amount of consideration for the effects of a significant financing component when the period between the transfer of promised goods or services and when the customer pays for the goods or services will be one year or less. Timing of Revenue Recognition is as follows. • Hardware Revenue Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices currently consist of door-locks, thermostats, sensors, and light switches. These smart home devices connect to either the Alloy Fusion or the Alloy SmartHub. 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, except for the Alloy SmartHub, which is discussed in “Hosted Services Revenue” below. The Alloy Fusion device provides features that function independently without subscription to our proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the Alloy Fusion hub 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 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 Hosted services revenue consists of recurring monthly subscription revenue generated from fees that provide customers’ access to one or more of the Company’s proprietary software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms typically ranging from one-month to seven-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. The Company also sells the Alloy SmartHub hardware hub device. The Alloy SmartHub device functions only with the subscription to the Company’s proprietary software applications and related hosting services and is sold only on an integrated basis with the subscription to the software. The Company considers the Alloy SmartHub device and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for the hub devices. The Alloy Fusion device operates together with the proprietary software, but also provides features with stand-alone functionality without subscription to the Company’s proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recorded at the point in time when the Alloy Fusion hub is shipped to the customer. When a 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 . |
Cost of Revenue | 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. • Hardware Cost of hardware revenue consists primarily of direct costs of proprietary products, 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. • 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 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. • Hosted Services Cost of hosted services revenue consists primarily of the amortization of the direct costs of the hardware hub device 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 Deferred cost of revenue includes all direct costs included in cost of revenue for hosted services and the hub device that have been deferred to future periods. |
Research and Development | 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 and are expensed as incurred. |
Advertising | Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $ 74 and $ 156 of advertising expenses for the quarters ended March 31, 2022, and 2021 , respectively. |
Segments | 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 $ 7,990 and $ 8,629 of assets outside the United States at March 31, 2022, and December 31, 2021 , respectively. |
Recent Accounting Guidance | Recent Accounting Guidance Recent Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of ASU 2016-13 may have an impact on the Company’s accounting for accounts receivable, bad debt expense, and loans receivable included in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss. The Company is evaluating the extent of such impact. Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740) ” , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions found in the Accounting Standards Codification, section 740. This standard is effective for fiscal periods beginning after December 15, 2021. We adopted ASU No. 2019-12 effective January 1, 2022, which did no t have a material impact on the Company’s consolidated financial statements . |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Revenue as a Percentage of Total Revenue and Accounts Receivable as a Percentage of Total Accounts Receivable for Each Significant Customer | 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 three months ended March 31, 2022 December 31, 2021 March 31, 2022 March 31, 2021 Customer A 33 % * 22 % 36 % Customer B * * * 11 % Customer C * 15 % * * Customer D 16 % * 18 % * * Total less than 10% for the respective period |
Schedule Of Intangible Assets Estimated Useful Life | 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 follow Estimated useful life (in years) Trade name 5 Customer relationships 10 - 13 Developed technology 1 - 7 |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Values and Fair Values of Financial Instruments | The following tables display the carrying values and fair values of financial instruments. As of March 31, 2022 As of December 31, 2021 Assets on the Consolidated Balance Sheets Carrying Value Unrealized Fair Carrying Unrealized Losses Fair Cash and cash equivalents Level 1 $ 278,003 $ - $ 278,003 430,841 $ - $ 430,841 Restricted cash Level 1 8,373 - 8,373 1,763 - 1,763 Total $ 286,376 $ - $ 286,376 $ 432,604 $ - $ 432,604 As of March 31, 2022 As of December 31, 2021 Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Acquisition earnout payment Level 3 5,230 5,230 5,230 5,230 Total liabilities $ 5,230 $ 5,230 $ 5,230 $ 5,230 |
Schedule of Changes In Fair Value of Liabilities | The changes in the fair value of the Company's Level 3 liabilities for the three months ended March 31, 2022 and year ended December 31, 2021 are as follows. As of March 31, 2022 December 31, 2021 Balance at beginning of period $ 5,230 $ - Fair value of acquisition earnout payment - 5,230 Balance at end of period $ 5,230 $ 5,230 |
Schedule of Earnout of Measurement | 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, 2021. The inputs and assumptions were not significantly different from December 31, 2021, and as a result, the change in fair value was immaterial. Thus, no change to the fair value of the earnout payment was recorded as of March 31, 2022. See Note 13 for more information regarding the earnout payment. As of March 31, 2022 December 31, 2021 Discount Rate 4.62 % 3.50 % Volatility 24.80 % 24.80 % |
Revenue and Deferred Revenue (T
Revenue and Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | In the following tables, revenue is disaggregated by primary geographical market and type of revenue. For the three months ended March 31, 2022 2021 Revenue by geography United States $ 36,447 $ 18,749 International 912 411 Total revenue $ 37,359 $ 19,160 For the three months ended March 31, 2022 2021 Revenue by type Hardware $ 22,114 $ 12,398 Professional services 6,909 3,601 Hosted services 8,336 3,161 Total revenue $ 37,359 $ 19,160 |
Summary of Deferred Revenue, by Arrangement, Disclosure | A summary of the change in deferred revenue is as follows. For the three months ended March 31, 2022 2021 Deferred revenue balance as of January 1 $ 95,597 $ 53,501 Revenue recognized from balance of deferred revenue ( 6,864 ) ( 3,992 ) Revenue deferred during the period 30,247 18,420 Revenue recognized from revenue originated ( 2,208 ) ( 3,922 ) Deferred revenue balance as of March 31 $ 116,772 $ 64,007 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Inventory | Inventory consisted of the following. March 31, 2022 December 31, 2021 Finished Goods $ 42,259 $ 33,007 Raw Materials - 201 Total inventory $ 42,259 $ 33,208 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following. March 31, 2022 December 31, 2021 Prepaid expenses $ 12,580 $ 15,084 Other current assets 3,254 2,285 Total prepaid expenses and other current assets $ 15,834 $ 17,369 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following. March 31, 2022 December 31, 2021 Computer hardware $ 1,814 $ 1,768 Warehouse and other equipment 461 461 Leasehold improvements 459 284 Furniture and fixtures 162 161 Property and equipment, gross 2,896 2,674 Less: Accumulated depreciation ( 990 ) ( 800 ) Total property and equipment, net $ 1,906 $ 1,874 |
Summary of Other Long-term Assets | Other long-term assets consisted of the following. March 31, 2022 December 31, 2021 Intangible assets, net $ 29,871 $ 3,590 Operating lease - ROU asset, net 2,640 2,927 Restricted cash, long-term portion 495 495 Other long-term assets 5,532 3,790 Total other long-term assets $ 38,538 $ 10,802 |
Summary Of Intangible Assets And Goodwill | Intangible assets, net, which is included in Other long-term assets on the Consolidated Balance Sheets, consisted of the following. March 31, 2022 December 31, 2021 Customer relationships $ 18,590 $ 3,290 Developed technology 10,600 300 Trade name 900 Less: Accumulated amortization ( 219 ) - Total intangible assets, net $ 29,871 $ 3,590 |
Summary Finite Lived Intangible Assets Amortization Expense | Total future amortization for finite-lived assets is estimated as follows. Amortization Expense 2022 - Remaining $ 2,808 2023 3,433 2024 3,433 2025 3,433 2026 3,433 Thereafter 13,331 Total $ 29,871 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following. March 31, 2022 December 31, 2021 Accrued acquisition consideration $ 14,080 $ 2,665 Accrued expenses 6,976 4,559 Accrued compensation costs 4,632 6,588 Warranty allowance 4,595 6,106 Other 4,039 2,316 Total accrued expenses and other current liabilities $ 34,322 $ 22,234 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Temporary Equity | The original issuance price per share of Legacy SmartRent’s authorized, issued and outstanding preferred stock follows as of August 24, 2021. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020; C 8,874 8,874 $ 10.4236 92,468 24,816 24,816 $ 146,076 The original issuance price per share of the Company’s authorized, issued and outstanding preferred stock follows as of December 31, 2020. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020 C 5,756 5,516 $ 10.4236 57,500 21,698 21,458 $ 111,108 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Plan Activity | Summaries of the Company’s 2018 Stock Plan activity for the three months ended March 31, 2022 is presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2021 10,457 $ 0.51 7.96 $ - Granted 175 $ 9.58 Exercised ( 131 ) $ 0.47 Cancelled and forfeited ( 326 ) $ 0.47 March 31, 2022 10,175 $ 0.66 7.75 $ - Vested options as of March 31, 2022 8,022 $ 0.49 7.53 $ - |
Summary of Restricted Stock Units Activity | The following table summarizes activity related to the RSUs: Restricted Stock Units Number of Weighted December 31, 2021 7,671 $ 4.98 Granted 1,510 $ 7.54 Cancelled ( 136 ) $ 4.82 March 31, 2022 9,045 $ 5.29 |
Summary of Fair value of Stock Option Grants | 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 three months ended March 31, 2022. March 31, 2022 Risk free interest 1.47 % Dividend yield 0.00 % Expected volatility 58.80 % Expected life (years) 6.08 |
Summary of Stock-based Compensation Expense | The Company recorded stock-based compensation expense as follows. For the three months ended March 31, 2022 2021 Research and development $ 881 $ 55 Sales and marketing 539 16 General and administrative 2,103 356 Total $ 3,523 $ 427 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders | 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 three months ended March 31, 2022 2021 Convertible preferred stock - 121,226 Common stock options and restricted stock units 19,218 11,016 Common stock warrants 3,664 161 Shares subject to repurchase 1,374 2,750 Total 24,256 135,153 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Operating Results | 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, 2021 or of the results that may occur in the future. For the three months ended March 31, 2022 March 31, 2021 Revenues $ 39,711 $ 21,023 |
iQuue Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date and Statement of Cash Flows | 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 |
Schedule of Recorded Intangible Assets at Fair Value | 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 |
SightPlan | |
Business Acquisition [Line Items] | |
Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date and Statement of Cash Flows | 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 1,284 Intangible assets 26,500 Other assets 724 Total identifiable net assets acquired 30,486 Accounts payable 6 Deferred revenue 885 Accrued expenses and other liabilities 735 Deferred tax liability ( Note 9 ) 5,390 Other long-term liabilities 256 Total liabilities assumed 7,272 Total identifiable assets 23,214 Goodwill $ 108,440 The following table reconciles the elements of the acquisition to the Consolidated Statement of Cash Flows. Cash paid at acquisition $ 130,931 Cash acquired ( 1,978 ) Acquisition consideration owed to shareholders ( 11,418 ) Payment of acquisition consideration, net of cash acquired $ 117,535 |
Schedule of Recorded Intangible Assets at Fair Value | 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 15,300 Developed technology 7 10,300 Total intangible assets $ 26,500 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2021USD ($)$ / sharesshares | Nov. 23, 2020Business | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Subsidiary Or Equity Method Investee [Line Items] | ||||
Condition for future business combination number of businesses minimum | Business | 1 | |||
Total number of authorized shares of capital stock | 550,000,000 | |||
Designated common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Designated preferred stock, shares | 50,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Direct and incremental costs incurred | $ | $ 55,981 | |||
Gross proceeds from business combination and PIPE investment | $ | $ 500,628 | |||
Offering costs offset amount | $ | $ 55,981 | |||
Initial Public Offering | Subscription Agreement | Common Stock | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Issuance of Series C Preferred Stock for cash, net of offering costs (in Shares) | 15,500,000 | |||
Shares issued, price per share | $ / shares | $ 10 | |||
Aggregate purchase price of newly issued shares | $ | $ 155,000 | |||
Class A Common Stock | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Shares issued and each share converted into right to receive shares of common stock | 4.8846 | |||
Common stock shares converted | 4,884.6000 | |||
Class A Common Stock | FWAA | Initial Public Offering | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Shares redeemed price per share | $ / shares | $ 10 | |||
Aggregate value of stock redeemed | $ | $ 2 | |||
Class A Common Stock | FWAA | Initial Public Offering | Maximum | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Redemption of shares, right exercised | 1,000 | |||
Class B Common Stock | FWAA | Sponsor | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Common stock shares converted | 8,625,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)Segment$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Aug. 24, 2021USD ($)$ / shares | |
Accounting Policies [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Goodwill | $ 121,107,000 | $ 12,666,000 | $ 0 | |
Intangible assets | 29,871,000 | 3,590,000 | $ 0 | |
Accounts receivable,Allowance for doubtful accounts | 357,000 | $ 357,000 | ||
Write-offs of accounts receivable | $ 0 | $ 0 | ||
Concentration risk percentage | 10.00% | 10.00% | ||
Percentage of ownership interest held by limited partners in the investment fund of an investor | 20.00% | 22.00% | ||
Goodwill impairment | $ 0 | |||
Warranty allowance | 4,595,000 | $ 6,106,000 | ||
Product warranty accrual related to remaining cost of replacement for identified battery deficiency | $ 3,221,000 | 3,166,000 | ||
Number of days due for payments of credit card, check or automated clearing house | 30 days | |||
Warranty period on hardware devices | 1 year | |||
Estimated average in service life of hub device | 4 years | |||
Advertising expenses | $ 74,000 | 156,000 | ||
Number of operating segment | Segment | 1 | |||
Number of reportable segment | Segment | 1 | |||
Assets | $ 599,938,000 | 579,683,000 | ||
Customer Relationships | ||||
Accounting Policies [Line Items] | ||||
Intangible assets | $ 18,590,000 | 3,290,000 | ||
ASU No. 2019-12 | ||||
Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
UNITED STATES | ||||
Accounting Policies [Line Items] | ||||
Assets | $ 7,990,000 | $ 8,629,000 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 1 month | |||
Minimum | Customer Relationships | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 10 years | |||
Minimum | Developed Technology Rights | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 1 year | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 7 years | |||
Maximum | Customer Relationships | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 13 years | |||
Maximum | Developed Technology Rights | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 7 years | |||
Class A Common Stock | ||||
Accounting Policies [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock shares converted | shares | 4,884.6000 | |||
General and Administrative Expenses | ||||
Accounting Policies [Line Items] | ||||
Provision for doubtful accounts | $ 0 | 15,000 | ||
Cost of Sales | ||||
Accounting Policies [Line Items] | ||||
Warranty expense | $ 284,000 | $ 308,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Revenue as a Percentage of Total Revenue and Accounts Receivable as a Percentage of Total Accounts Receivable for Each Significant Customer (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 33.00% | ||
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 36.00% | |
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Customer C | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Customer D | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Customer D | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 18.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule Of Intangible Assets Estimated Useful Life (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Trade Name | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 5 years |
Customer Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 10 years |
Customer Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 13 years |
Developed Technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 1 year |
Developed Technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 7 years |
Fair Value Measurements and F_3
Fair Value Measurements and Fair Value of Instruments - Summary of Carrying Values and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | $ 5,230 | $ 5,230 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 286,376 | 432,604 |
Liabilities on the Consolidated Balance Sheets | 5,230 | 5,230 |
Carrying Value | Cash and cash equivalents | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 278,003 | 430,841 |
Carrying Value | Restricted Cash | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 8,373 | 1,763 |
Carrying Value | Earnout Payment | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | 5,230 | 5,230 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 286,376 | 432,604 |
Liabilities on the Consolidated Balance Sheets | 5,230 | 5,230 |
Fair Value | Cash and cash equivalents | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 278,003 | 430,841 |
Fair Value | Restricted Cash | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 8,373 | 1,763 |
Fair Value | Earnout Payment | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | $ 5,230 | $ 5,230 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Instruments - Schedule of Changes in Fair Value (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Line Items] | |
Fair value of acquisition earnout payment | $ 5,230 |
Balance at end of period | $ 5,230 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Instruments - Schedule of Earnout Payment of Measurement (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Discount Rate | ||
Fair Value Disclosures [Line Items] | ||
Earnout payment | 0.0462 | 0.0350 |
Volatility | ||
Fair Value Disclosures [Line Items] | ||
Earnout payment | 0.2480 | 0.2480 |
Revenue and Deferred Revenue -
Revenue and Deferred Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 37,359 | $ 19,160 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,447 | 18,749 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 912 | 411 |
Hardware | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,114 | 12,398 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,909 | 3,601 |
Hosted Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 8,336 | $ 3,161 |
Revenue and Deferred Revenue _2
Revenue and Deferred Revenue - Summary of Deferred Revenue, by Arrangement, Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Deferred revenue, beginning balance | $ 95,597 | $ 53,501 |
Revenue recognized from balance of deferred revenue at the beginning of the period | (6,864) | (3,992) |
Revenue deferred during the period | 30,247 | 18,420 |
Revenue recognized from revenue originated and deferred during the period | (2,208) | (3,922) |
Deferred revenue, ending balance | $ 116,772 | $ 64,007 |
Revenue and Deferred Revenue _3
Revenue and Deferred Revenue - Additional Information (Details) | Mar. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 50.00% |
Revenue expect to recognize to its total deferred revenue, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 18.00% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-04-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 30.00% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-04-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 2.00% |
Revenue expect to recognize to its total deferred revenue, period |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 42,259 | $ 33,007 |
Raw Materials | 201 | |
Total inventory | $ 42,259 | $ 33,208 |
Other Balance Sheet Informati_4
Other Balance Sheet Information inventory (Additional Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 82,000 | $ 0 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid expenses | $ 12,580 | $ 15,084 |
Other current assets | 3,254 | 2,285 |
Total prepaid expenses and other current assets | $ 15,834 | $ 17,369 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property and equipment, gross | $ 2,896 | $ 2,674 |
Less: Accumulated depreciation | (990) | (800) |
Total property and equipment, net | 1,906 | 1,874 |
Computer Hardware | ||
Property and equipment, gross | 1,814 | 1,768 |
Warehouse and Other Equipment | ||
Property and equipment, gross | 461 | 461 |
Leasehold Improvements | ||
Property and equipment, gross | 459 | 284 |
Furniture and Fixtures | ||
Property and equipment, gross | $ 162 | $ 161 |
Other Balance Sheet Property an
Other Balance Sheet Property and equipment, net (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jan. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense and plant and equipment | $ 190 | $ 80 |
Other Balance Sheet Informati_7
Other Balance Sheet Information - Summary of Other long-term Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 24, 2021 |
Assets, Noncurrent [Abstract] | |||
Intangible assets, net | $ 29,871,000 | $ 3,590,000 | $ 0 |
Operating lease - ROU asset, net | 2,640,000 | 2,927,000 | |
Restricted cash, long-term portion | 495,000 | 495,000 | |
Other long-term assets | 5,532,000 | 3,790,000 | |
Total other long-term assets | $ 38,538,000 | $ 10,802,000 |
Other Balance Sheet Informati_8
Other Balance Sheet Information - Summary Of Intangible Assets And Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 24, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Less: Accumulated amortization | $ (219,000) | $ 0 | $ 0 | |
Intangible assets, net | 29,871,000 | 3,590,000 | $ 0 | |
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | 18,590,000 | 3,290,000 | ||
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | 10,600,000 | $ 300,000 | ||
Trade Name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | $ 900,000 |
Other Balance Sheet Informati_9
Other Balance Sheet Information Intangible assets (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 219,000 | $ 0 | $ 0 |
Accumulated amortization | $ 219,000 | $ 0 |
Other Balance Sheet Informat_10
Other Balance Sheet Information - Summary of Finite Lived Intangible Assets Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
2022 - Remaining | $ 2,808 |
2023 | 3,433 |
2024 | 3,433 |
2025 | 3,433 |
2026 | 3,433 |
Thereafter | 13,331 |
Total | $ 29,871 |
Other Balance Sheet Informat_11
Other Balance Sheet Information - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued acquisition consideration | $ 14,080 | $ 2,665 |
Accrued expenses | 6,976 | 4,559 |
Accrued compensation costs | 4,632 | 6,588 |
Warranty allowance | 4,595 | 6,106 |
Other | 4,039 | 2,316 |
Total accrued expenses and other current liabilities | $ 34,322 | $ 22,234 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2021 | Aug. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 07, 2021 | |
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 15,000,000 | ||||
Credit facility, frequency of payment and payment terms, description | 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. | ||||
Common stock, issued | 193,864,000 | 194,070,000 | 147,911,000 | ||
Credit facility, covenant terms, description | 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 our subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Senior Revolving Facility. | ||||
Amortization expense | $ 4,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | ||||
Line of credit facility expiration month year | 2021-08 | ||||
Line of credit facility expiration month year, extended | 2021-12 | ||||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 5,000,000 | ||||
Line of credit facility expiration month year | 2023-11 | ||||
Line of credit facility first required payment month year | 2020-11 | ||||
Senior Revolving Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 75,000,000 | ||||
Line of credit facility expiration month year | 2026-12 | ||||
Debt instrument term | 5 years | ||||
Line of credit facility unused capacity commitment fee percentage | 0.25% | ||||
Debt instrument principal amount | $ 0 | $ 0 | |||
Debt issuance costs | $ 665,000 | ||||
Senior Revolving Facility | ABR Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 0.50% | ||||
Senior Revolving Facility | SOFR Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 0.10% | ||||
Senior Revolving Facility | Base Rate | SOFR Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 0.00% | ||||
Senior Revolving Facility | Federal Funds | ABR Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 3.25% | ||||
Senior Revolving Facility | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Amortization expense | $ 27,000 | ||||
Letter of Credit | Sublimit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | ||||
Swingline | Sublimit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Equity - Additional Information (Details) - USD ($) | Aug. 24, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Aug. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 07, 2021 |
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Temporary equity shares authorized | 50,000,000 | 50,000,000 | |||||||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Temporary equity, shares outstanding | 0 | 0 | |||||||
Shares converted into common stock upon business combination | 4,123 | ||||||||
Proceeds from redeemable convertible preferred stock | $ 34,793,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Sales and marketing | $ 5,162,000 | $ 1,754,000 | |||||||
Common stock, issued | 194,070,000 | 193,864,000 | 147,911,000 | ||||||
Series C Redeemable Convertible Preferred Stock | |||||||||
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Temporary equity stock shares issued during the period shares | 3,358,000 | ||||||||
Gross proceeds from the issuance of redeemable convertible preferred stock | $ 35,000,000 | ||||||||
Payment of stock issuance costs | 207,000 | ||||||||
Preferred Stock | |||||||||
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Temporary equity shares authorized | 50,000,000 | ||||||||
Temporary equity par or stated value per share | $ 0.0001 | ||||||||
Temporary equity, par value | $ 0.00001 | ||||||||
Shares issued and each share converted into right to receive shares of common stock | 4.8846 | ||||||||
Preferred stock, conversion basis | 1:1 basis | ||||||||
Temporary equity, shares outstanding | 24,816,000 | ||||||||
Shares converted into common stock upon business combination | 121,214,000 | ||||||||
Warrant | |||||||||
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Contra revenue | $ 2,000 | 22,000 | |||||||
Class of warrant or right expiration period | Aug. 31, 2029 | Feb. 28, 2031 | |||||||
Fully paid and non assessable common stock | 33,000 | ||||||||
Common stock, par value | $ 0.01 | $ 2.30 | $ 0.01 | ||||||
Sales and marketing | $ 0 | $ 0 | |||||||
Common stock warrants issued to customers as consideration | 750,000 | ||||||||
Warrants converted to warrants to purchase shares of common stock upon business combination | 3,663,000 | ||||||||
Convertible note | $ 2,500,000 | ||||||||
Common stock, issued | 503,000 | ||||||||
Warrant | Maximum | |||||||||
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Fully paid and non assessable common stock | 503,000 | ||||||||
Warrant | Tranche Two | |||||||||
Temporary Equity And Permanent Equity [Line Items] | |||||||||
Measurement period | Apr. 30, 2023 | ||||||||
Fully paid and non assessable common stock | 384,000 | ||||||||
Common stock, par value | $ 0.01 | ||||||||
Sales and marketing | $ 217,000 | $ 210,000 | |||||||
Warrants converted to warrants to purchase shares of common stock upon business combination | 1,876,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Equity - Summary of Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 24, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Shares Authorized | 24,816,000 | 21,698,000 |
Shares Issued | 24,816,000 | 21,458,000 |
Shares Outstanding | 24,816,000 | 21,458,000 |
Liquidation Preference | $ 146,076 | $ 111,108 |
March 2018 | Seed Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,707,000 | 4,707,000 |
Shares Issued | 4,707,000 | 4,707,000 |
Shares Outstanding | 4,707,000 | 4,707,000 |
Original Issue Price per Share | $ 1 | $ 1 |
Liquidation Preference | $ 4,707 | $ 4,707 |
September 2018 | Series A Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,541,000 | 4,541,000 |
Shares Issued | 4,541,000 | 4,541,000 |
Shares Outstanding | 4,541,000 | 4,541,000 |
Original Issue Price per Share | $ 1.1011 | $ 1.1011 |
Liquidation Preference | $ 5,000 | $ 5,000 |
May 2019 | Series B One Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 508,000 | 508,000 |
Shares Issued | 508,000 | 508,000 |
Shares Outstanding | 508,000 | 508,000 |
Original Issue Price per Share | $ 4.9767 | $ 4.9767 |
Liquidation Preference | $ 2,527 | $ 2,527 |
May 2019 | Series B Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,425,000 | 5,425,000 |
Shares Issued | 5,425,000 | 5,425,000 |
Shares Outstanding | 5,425,000 | 5,425,000 |
Original Issue Price per Share | $ 6.2209 | $ 6.2209 |
Liquidation Preference | $ 33,750 | $ 33,750 |
March 2020 | Series C One Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 761,000 | 761,000 |
Shares Issued | 761,000 | 761,000 |
Shares Outstanding | 761,000 | 761,000 |
Original Issue Price per Share | $ 10.0223 | $ 10.0223 |
Liquidation Preference | $ 7,624 | $ 7,624 |
March - May 2020, March 2021 | Series C Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 8,874,000 | 5,756,000 |
Shares Issued | 8,874,000 | 5,516,000 |
Shares Outstanding | 8,874,000 | 5,516,000 |
Original Issue Price per Share | $ 10.4236 | $ 10.4236 |
Liquidation Preference | $ 92,468 | $ 57,500 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Nov. 01, 2021 | Aug. 24, 2021 | Aug. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 3,523,000 | $ 427,000 | |||||
Shares converted into common stock upon business combination | 4,123 | ||||||
Common stock, authorized | 500,000,000 | 500,000,000 | |||||
Risk free interest | 1.47% | 0.00% | |||||
Expected dividend yield | 0.00% | ||||||
Vesting of Outstanding Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 115,000 | $ 227,000 | |||||
Vesting of RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | 3,123,000 | 0 | |||||
General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 2,103,000 | 356,000 | |||||
Zenith | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Options, Granted | 844 | 844 | |||||
Zenith | General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 199,000 | 200,000 | |||||
RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation by share based arrangement vesting period | 1,510 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 7.54 | ||||||
2018 Stock Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation by share based arrangement term | 10 years | ||||||
Share based compensation arrangement vesting period | 4 years | ||||||
Amended 2018 Stock Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 4 years | ||||||
Share based compensation by share based arrangement vesting period | 1,533,000 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 21.55 | ||||||
Share-based payment arrangement, expense | $ 2,827,000 | $ 33,033,000 | $ 843,000 | ||||
Shares converted into common stock upon business combination | 7,489,000 | ||||||
Conversion price per share fair value | $ 4.41 | ||||||
2021 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, authorized | 15,500 | ||||||
2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 4 years | 4 years | 4 years | ||||
Share based compensation by share based arrangement vesting period | 72,000 | 354,000 | 1,510,000 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 12.10 | $ 12.10 | $ 7.54 | ||||
Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 86,000 | $ 0 | |||||
Shares reserved for future issuance | 2,000 | ||||||
Percentage of shares reserved for future issuance | 1.00% | ||||||
Minimum | 2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 1 year | ||||||
Maximum | 2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 3 years | ||||||
Maximum | Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 2,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Plan Activity (Details) - 2018 Stock Plan - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning Balance | 10,457,000 | |
Number of Options, Granted | 175,000 | |
Number of Options, Exercised | 131 | |
Number of Options, Cancelled and forfeited | 326,000 | |
Number of Options, Ending Balance | 10,175 | 10,457,000 |
Vested options as of December 31, 2021 | 8,022 | |
Weighted-Average Exercise Price, Beginning Balance | $ 0.51 | |
Weighted-Average Exercise Price, Granted | 9.58 | |
Weighted-Average Exercise Price, Exercised | 0.47 | |
Weighted-Average Exercise Price, Cancelled and forfeited | 0.47 | |
Weighted-Average Exercise Price, Ending Balance | 0.66 | $ 0.51 |
Weighted-Average Exercise Price, Vested options as of December 31, 2021 | $ 0.49 | |
Weighted Average Remaining Contractual Life (Years), Balance | 7 years 9 months | 7 years 11 months 15 days |
Weighted Average Remaining Contractual Life (Years), Vested options as of December 31, 2021 | 7 years 6 months 10 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Beginning Balance | shares | 7,671 |
Number of Restricted Stock Units, Awarded | shares | 1,510 |
Number of Restricted Stock Units, Cancelled | shares | (136) |
Number of Restricted Stock Units, Ending Balance | shares | 9,045,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 4.98 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 7.54 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 4.82 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.29 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Fair value of Stock Option Grants (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free interest | 1.47% | 0.00% |
Dividend yield | 0.00% | |
Expected volatility | 58.80% | |
Expected life (years) | 6 years 29 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense | $ 3,523 | $ 427 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense | 881 | 55 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense | 539 | 16 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense | $ 2,103 | $ 356 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Valuation Allowance [Line Items] | ||
Effective tax rate, percent | 17.05% | (0.49%) |
U.S. statutory rate | 21.00% | |
SightPlan | ||
Valuation Allowance [Line Items] | ||
Net deferred tax asset, valuation allowance | $ 4.8 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,256 | 135,153 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 121,226 | |
Common Stock Options and Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,218 | 11,016 |
Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,664 | 161 |
Shares Subject to Repurchase | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,374 | 2,750 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 22, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Director | |||
Related Party Transaction [Line Items] | |||
Payment to related party upon conversion and cancellation of convertible notes | $ 458 | ||
RET | |||
Related Party Transaction [Line Items] | |||
Consideration paid to affiliates | $ 22,271 | ||
RET | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of holding of fully diluted shares outstanding | 17.00% | ||
RET | Class A Common Stock | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding shares held | 5.00% | ||
Sales and Marketing | |||
Related Party Transaction [Line Items] | |||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 217 | $ 210 | |
Research and Development | |||
Related Party Transaction [Line Items] | |||
Professional fees | $ 20 | $ 15 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Loss contingency, accruals | $ 0 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Mar. 22, 2022USD ($) | Dec. 31, 2021USD ($)EarnoutPayment | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Aug. 24, 2021USD ($)shares |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 12,666,000 | $ 121,107,000 | $ 12,666,000 | $ 0 | ||
Amortization of intangible assets | 219,000 | $ 0 | 0 | |||
Compensation expense | 3,523,000 | 427,000 | ||||
Shares converted into common stock upon business combination | shares | 4,123 | |||||
Business acquisition, pro forma revenue | 39,711,000 | 21,023,000 | ||||
Gain (loss) on remeasurement of fair value of earn out liability | 0 | |||||
General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Compensation expense | 2,103,000 | $ 356,000 | ||||
iQuue | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid at acquisition | 6,192,000 | |||||
Business combination, consideration transferred | 12,951,000 | |||||
Goodwill | 8,504,000 | 8,504,000 | 8,504,000 | |||
Amortization of intangible assets | $ 141,000 | 0 | ||||
Goodwill deductible income tax period | 15 years | |||||
Intangible assets deductible income tax period | 15 years | |||||
Compensation expense | $ 62,000 | |||||
Business combination, acquisition related costs | 234,000 | |||||
Cash and restricted cash consideration | 7,213,000 | |||||
Estimated fair market value of contingent consideration | $ 5,230,000 | |||||
Change to fair value of earnout | 0 | |||||
Number of earnout payments | EarnoutPayment | 3 | |||||
Networking capital adjustment | $ 508,000 | 508,000 | ||||
Cash placed in escrow accounts | 1,021,000 | |||||
Maximum value of earnout payments | $ 6,375,000 | |||||
Period over which amount of consideration payable to former shareholders | 3 years | |||||
Post-combination expense, service period | 3 years | |||||
Cash deposited in escrow | $ 742,000 | |||||
Accounts receivable | 721,000 | 721,000 | 721,000 | |||
Gross amount due under contracts for accounts receivable expected to be collected | 721,000 | |||||
Intangible assets | $ 3,590,000 | 3,590,000 | 3,590,000 | |||
iQuue | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Amount agreed to pay to former shareholders | 742,000 | |||||
SightPlan | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid at acquisition | $ 130,931,000 | |||||
Business combination, consideration transferred | 131,654,000 | |||||
Goodwill | 108,440,000 | 108,440,000 | ||||
Amortization of intangible assets | $ 78,000 | $ 0 | ||||
Equity interests purchased | 135,000,000 | |||||
Intangible assets deductible income tax period | 15 years | |||||
Business combination, acquisition related costs | $ 523,000 | |||||
Cash and restricted cash consideration | 131,781,000 | |||||
Networking capital adjustment | (127,000) | |||||
Cash placed in escrow accounts | 850,000 | |||||
Amount agreed to pay to former shareholders | $ 5,760,000 | |||||
Period over which amount of consideration payable to former shareholders | 1 year | |||||
Post-combination expense, service period | 1 year | |||||
Cash deposited in escrow | 5,760,000 | |||||
Accounts receivable | $ 1,284,000 | 1,284,000 | ||||
Gross amount due under contracts for accounts receivable expected to be collected | 1,284,000 | |||||
Intangible assets | 26,500,000 | 26,500,000 | ||||
Business combination, post-closing downward adjustment | $ (127,000) | |||||
Cash consideration paid yet to be transferred | 11,428,000 | |||||
SightPlan | General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, acquisition related costs | $ 142,000 |
Acquisitions - Schedule of Tota
Acquisitions - Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date (Details) - USD ($) | Mar. 22, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Aug. 24, 2021 |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 12,666,000 | $ 121,107,000 | $ 0 | |
iQuue | ||||
Consideration | ||||
Cash paid at acquisition | 6,192,000 | |||
Contingent consideration | 5,230,000 | |||
Cash consideration held in escrow | 1,021,000 | |||
Net working capital adjustment | 508,000 | 508,000 | ||
Fair Value of Total Consideration Transferred | 12,951,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Cash | 290,000 | |||
Accounts receivable | 721,000 | 721,000 | ||
Inventory | 49,000 | |||
Intangible assets | 3,590,000 | 3,590,000 | ||
Prepaid expenses and other current assets | 5,000 | |||
Total identifiable assets acquired | 4,655,000 | |||
Accounts payable | 48,000 | |||
Deferred revenue | 91,000 | |||
Accrued expenses and other current liabilities | 69,000 | |||
Total liabilities assumed | 208,000 | |||
Total identifiable net assets | 4,447,000 | |||
Goodwill | $ 8,504,000 | 8,504,000 | ||
SightPlan | ||||
Consideration | ||||
Cash paid at acquisition | $ 130,931,000 | |||
Cash consideration held in escrow | 850,000 | |||
Net working capital adjustment | (127,000) | |||
Fair Value of Total Consideration Transferred | 131,654,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Cash | 1,978,000 | |||
Accounts receivable | 1,284,000 | 1,284,000 | ||
Intangible assets | 26,500,000 | 26,500,000 | ||
Other assets | 724,000 | |||
Total identifiable assets acquired | 30,486,000 | |||
Accounts payable | 6,000 | |||
Deferred revenue | 885,000 | |||
Accrued expenses and other current liabilities | 735,000 | |||
Deferred tax liability (Note 9) | 5,390,000 | |||
Other long-term liabilities | 256,000 | |||
Total liabilities assumed | 7,272,000 | |||
Total identifiable net assets | 23,214,000 | |||
Goodwill | $ 108,440,000 | $ 108,440,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Reconciles the Elements Of Acquisition to Consolidated Statement of Cash Flows (Details) - SightPlan - USD ($) $ in Thousands | Mar. 22, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Cash paid at acquisition | $ 130,931 | |
Cash acquired | (1,978) | |
Acquisition consideration owed to shareholders | (11,418) | |
Payment of acquisition consideration, net of cash acquired | $ 117,535 | $ 117,535 |
Acquisitions - Schedule of Re_2
Acquisitions - Schedule of Recorded Intangible Assets at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 22, 2022 |
iQuue | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 3,590 | $ 3,590 | |
iQuue | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 13 years | ||
Total intangible assets | $ 3,290 | ||
iQuue | Developed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 1 year | ||
Total intangible assets | $ 300 | ||
SightPlan | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 26,500 | $ 26,500 | |
SightPlan | Trade Name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 5 years | ||
Total intangible assets | $ 900 | ||
SightPlan | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 10 years | ||
Total intangible assets | $ 15,300 | ||
SightPlan | Developed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life (in years) | 7 years | ||
Total intangible assets | $ 10,300 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combinations [Abstract] | ||
Revenues | $ 39,711 | $ 21,023 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | May 11, 2022 | Nov. 01, 2021 | Aug. 31, 2021 | Mar. 31, 2022 |
Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase common stock | 937 | |||
Restricted Stock Units | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Awarded | 1,510 | |||
Restricted Stock Units | 2021 Equity Incentive Plan | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Awarded | 72,000 | 354,000 | 1,510,000 | |
Vesting period | 4 years | 4 years | 4 years | |
Restricted Stock Units | 2021 Equity Incentive Plan | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Awarded | 800 | |||
Vesting period | 4 years |