COVER
COVER - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 569.4 | ||
Entity Common Stock, Shares Outstanding | 199,252,761 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Tempe, Arizona | ||
Auditor Firm ID | 34 | ||
Documents Incorporated by Reference [Text Block] | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 210,409,000 | $ 430,841,000 |
Restricted cash, current portion | 7,057,000 | 1,268,000 |
Accounts receivable, net | 62,442,000 | 45,486,000 |
Inventory | 75,725,000 | 33,208,000 |
Deferred cost of revenue, current portion | 13,541,000 | 7,835,000 |
Prepaid expenses and other current assets | 9,182,000 | 17,369,000 |
Total current assets | 378,356,000 | 536,007,000 |
Property and equipment, net | 2,069,000 | 1,874,000 |
Deferred cost of revenue | 22,508,000 | 18,334,000 |
Goodwill | 117,268,000 | 12,666,000 |
Intangible assets, net | 31,123,000 | 3,590,000 |
Other long-term assets | 9,521,000 | 7,212,000 |
Total assets | 560,845,000 | 579,683,000 |
Current liabilities | ||
Accounts payable | 18,360,000 | 6,149,000 |
Accrued expenses and other current liabilities | 34,396,000 | 22,234,000 |
Deferred revenue, current portion | 80,020,000 | 42,185,000 |
Total current liabilities | 132,776,000 | 70,568,000 |
Deferred revenue | 59,928,000 | 53,412,000 |
Other long-term liabilities | 3,941,000 | 6,201,000 |
Total liabilities | 196,645,000 | 130,181,000 |
Commitments and contingencies (Note 12) | ||
Convertible preferred stock, $0.0001 par value; 50,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares of preferred stock issued and outstanding as of December 31, 2022 and December 31, 2021 | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 500,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively; 198,525 and 193,864 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 20,000 | 19,000 |
Additional paid-in capital | 615,281,000 | 604,077,000 |
Accumulated deficit | (250,925,000) | (154,603,000) |
Accumulated other comprehensive income | (176,000) | 9,000 |
Total stockholders' equity | 364,200,000 | 449,502,000 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 560,845,000 | $ 579,683,000 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 | 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 | 198,525,000 | 193,864,000 |
Common stock, shares outstanding | 198,525,000 | 193,864,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Total revenue | $ 167,821 | $ 110,637 | $ 52,534 |
Cost of revenue | |||
Total cost of revenue | 166,473 | 120,710 | 56,831 |
Operating expense | |||
Research and development | 29,422 | 21,572 | 9,406 |
Sales and marketing | 20,872 | 14,017 | 5,429 |
General and administrative | 55,305 | 25,990 | 16,584 |
Total operating expense | 105,599 | 61,579 | 31,419 |
Loss from operations | (104,251) | (71,652) | (35,716) |
Interest income (expense), net | 1,946 | (249) | (559) |
Other income (expense), net | 595 | 55 | (685) |
Loss before income taxes | (101,710) | (71,846) | (36,960) |
Income tax benefit (expense) | 5,388 | (115) | (149) |
Net loss | (96,322) | (71,961) | (37,109) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (185) | (226) | 235 |
Comprehensive loss | $ (96,507) | $ (72,187) | $ (36,874) |
Net loss per common share | |||
Net loss per common share basic | $ (0.49) | $ (0.96) | $ (4.32) |
Net loss per common share diluted | $ (0.49) | $ (0.96) | $ (4.32) |
Weighted-average number of shares used in computing net loss per share basic | 195,575 | 74,721 | 8,598 |
Weighted-average number of shares used in computing net loss per share diluted | 195,575 | 74,721 | 8,598 |
Hardware | |||
Revenue | |||
Total revenue | $ 87,372 | $ 69,629 | $ 31,978 |
Cost of revenue | |||
Total cost of revenue | 83,289 | 70,448 | 35,225 |
Professional Services | |||
Revenue | |||
Total revenue | 32,301 | 22,732 | 12,304 |
Cost of revenue | |||
Total cost of revenue | 59,547 | 38,189 | 16,176 |
Hosted Services | |||
Revenue | |||
Total revenue | 48,148 | 18,276 | 8,252 |
Cost of revenue | |||
Total cost of revenue | $ 23,637 | $ 12,073 | $ 5,430 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported [Member] | Convertible Preferred Stock | Convertible Preferred Stock Previously Reported [Member] | Common Stock | Common Stock Previously Reported [Member] | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported [Member] | Accumulated Deficit | Accumulated Deficit Previously Reported [Member] | Accumulated other comprehensive income (loss) |
Balance at the beginning at Dec. 31, 2019 | $ (44,429) | $ (44,429) | $ 1,104 | $ 1,104 | $ (45,533) | $ (45,533) | |||||
Balance (in Shares) at Dec. 31, 2019 | 4,865,000 | 996,000 | |||||||||
Balance at the beginning at Dec. 31, 2019 | $ 46,206 | $ 46,206 | |||||||||
Balance (in Shares) at Dec. 31, 2019 | 74,159,000 | 15,181,000 | |||||||||
Retroactive application of exchange ratio, Shares at Dec. 31, 2019 | 58,978,000 | 3,869,000 | |||||||||
Issuance of Series C Preferred Stock for cash, net of offering costs | $ 57,439 | ||||||||||
Issuance of Series C Preferred Stock for cash, net of offering costs (in Shares) | 26,946,000 | ||||||||||
Conversion of Convertible Note to Series C-1 Preferred Stock | $ 7,787 | ||||||||||
Conversion of Convertible Note to Series C-1 Preferred Stock (in Shares) | 3,717,000 | ||||||||||
Issuance of common stock in connection with acquisition | 813 | 813 | |||||||||
Issuance of common stock in connection with acquisition (in Shares) | 1,373,000 | ||||||||||
Exercise of warrants (in Shares) | 15,000 | ||||||||||
Stock-based compensation | 1,759 | 1,759 | |||||||||
Stock-based compensation (in Shares) | 4,123,000 | ||||||||||
Common stock warrants related to marketing expense | 481 | 481 | |||||||||
Net loss | (37,109) | (37,109) | |||||||||
Other comprehensive loss | 235 | $ 235 | |||||||||
Balance at the end at Dec. 31, 2020 | (78,250) | 4,157 | (82,642) | 235 | |||||||
Balance (in Shares) at Dec. 31, 2020 | 10,376,000 | ||||||||||
Balance at the end at Dec. 31, 2020 | $ 111,432 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 104,822,000 | ||||||||||
Issuance of Series C Preferred Stock for cash, net of offering costs | $ 34,793 | ||||||||||
Issuance of Series C Preferred Stock for cash, net of offering costs (in Shares) | 16,404,000 | ||||||||||
Exercise of warrants | 5 | 5 | |||||||||
Exercise of warrants (in Shares) | 2,457,000 | ||||||||||
Stock-based compensation | 8,131 | 8,131 | |||||||||
Conversion of Convertible Preferred Stock to Common Stock | 146,225 | $ (146,225) | $ 13 | 146,212 | |||||||
Conversion of Convertible Preferred Stock to Common Stock, shares | (121,226,000) | 121,226,000 | |||||||||
Redemption of warrants, Shares | 148,000 | ||||||||||
Common stock warrants issued to customers as consideration | 121 | 121 | |||||||||
Common stock warrants related to marketing expense | 810 | 810 | |||||||||
Reverse recapitalization, net of transaction costs | 444,647 | $ 6 | 444,641 | ||||||||
Reverse recapitalization, net of transaction costs, Shares | 59,657,000 | ||||||||||
Net loss | (71,961) | (71,961) | |||||||||
Other comprehensive loss | (226) | (226) | |||||||||
Balance at the end at Dec. 31, 2021 | 449,502 | $ 19 | 604,077 | (154,603) | 9 | ||||||
Balance (in Shares) at Dec. 31, 2021 | 193,864,000 | ||||||||||
Balance at the end at Dec. 31, 2021 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 0 | 0 | |||||||||
Exercise of warrants | $ 3 | 3 | |||||||||
Exercise of warrants (in Shares) | 1,874,000 | ||||||||||
Stock-based compensation | 13,716 | 13,716 | |||||||||
Tax withholdings related to net share settlement of equity awards | (4,045) | (4,045) | |||||||||
Tax withholdings related to net share settlement of equity awards, (in Shares) | 907,000 | ||||||||||
Issuance of common stock upon vesting of equity awards | 1 | $ 1 | |||||||||
Issuance of common stock upon vesting of equity awards ,(in Shares) | 3,026,000 | ||||||||||
Common stock warrants issued to customers as consideration | 72 | 72 | |||||||||
Common stock warrants related to marketing expense | 217 | 217 | |||||||||
Reverse recapitalization, net of transaction costs | (70) | (70) | |||||||||
Exercise of options | 219 | 219 | |||||||||
Exercise of options (in Shares) | 465,000 | ||||||||||
Net settlement related to exercise of options | (33) | (33) | |||||||||
Net settlement related to exercise of options, (in Shares) | (5,000) | ||||||||||
ESPP Purchases | 1,125 | 1,125 | |||||||||
ESPP Purchases (in shares) | 208,000 | ||||||||||
Net loss | (96,322) | (96,322) | |||||||||
Other comprehensive loss | (185) | (185) | |||||||||
Balance at the end at Dec. 31, 2022 | 364,200 | $ 20 | $ 615,281 | $ (250,925) | $ (176) | ||||||
Balance (in Shares) at Dec. 31, 2022 | 198,525,000 | ||||||||||
Balance at the end at Dec. 31, 2022 | |||||||||||
Balance (in Shares) at Dec. 31, 2022 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (96,322) | $ (71,961) | $ (37,109) |
Adjustments to reconcile net loss to net cash used by operating activities | |||
Depreciation and amortization | 4,262 | 463 | 295 |
Amortization of debt discount | 14 | 8 | |
Asset Impairment | 4,441 | ||
Non-employee warrant expense | 289 | 931 | 481 |
Provision for warranty expense | (784) | 7,634 | 3,370 |
Loss on extinguishment of debt | 27 | 164 | |
Non-cash lease expense | 1,405 | 621 | 461 |
Stock-based compensation related to acquisition | 811 | 812 | 707 |
Stock-based compensation | 12,905 | 7,319 | 1,052 |
Compensation expense related to acquisition | 5,042 | 3,353 | |
Change in fair value of earnout related to acquisition | 310 | ||
Deferred tax benefit | (5,720) | (18) | 21 |
Non-cash interest expense | 107 | 11 | 100 |
Provision for excess and obsolete inventory | 117 | (39) | 778 |
Provision for doubtful accounts | 242 | 226 | 512 |
Change in operating assets and liabilities | |||
Accounts receivable | (15,943) | (23,969) | (13,526) |
Inventory | (42,811) | (15,778) | (11,090) |
Deferred cost of revenue | (9,880) | (9,315) | (8,584) |
Prepaid expenses and other assets | 2,366 | (11,284) | 1,014 |
Accounts payable | 12,446 | 3,811 | (72) |
Accrued expenses and other liabilities | 3,243 | 1,605 | (3,209) |
Deferred revenue | 43,691 | 38,945 | 32,841 |
Lease liabilities | (1,254) | (449) | (36) |
Net cash used in operating activities | (81,037) | (70,376) | (28,490) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property and equipment | (1,113) | (1,471) | (298) |
Payment for loan receivable | (2,000) | ||
Net cash used in investing activities | (130,789) | (9,373) | (2,680) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Payments from revolving line of credit | 7,179 | ||
Payments on revolving line of credit | (11,981) | ||
Payments on term loan | (4,861) | (139) | |
Payments of senior revolving facility transaction costs | (658) | ||
Payments on note payable related to acquisition | (4,327) | ||
Proceeds from warrant exercise | 3 | 5 | |
Proceeds from convertible notes | 50 | ||
Proceeds from options exercise | 186 | ||
Proceeds for ESPP purchases | 1,125 | ||
Taxes paid related to net share settlements of stock-based compensation awards | (4,045) | ||
Convertible preferred stock issued | 35,000 | 57,500 | |
Payments of convertible stock transaction costs | (207) | (61) | |
Proceeds from business combination and private offering | 500,628 | ||
Payments for business combination and private offering transaction costs | (70) | (55,981) | |
Net cash (used in) provided by financing activities | (2,801) | 473,926 | 48,221 |
Effect of exchange rate changes on cash and cash equivalents | (264) | (191) | 143 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (214,891) | 393,986 | 17,194 |
Cash, cash equivalents, and restricted cash - beginning of period | 432,604 | 38,618 | 21,424 |
Cash, cash equivalents, and restricted cash - end of period | 217,713 | 432,604 | 38,618 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 210,409 | 430,841 | 38,618 |
Restricted cash, current portion | 7,057 | 1,268 | |
Restricted cash, included in other long-term assets | 247 | 495 | |
Total cash, cash equivalents, and restricted cash | 217,713 | 432,604 | 38,618 |
Supplemental disclosure of cash flow information | |||
Interest paid | 146 | 254 | 459 |
Cash paid for income taxes | 197 | 14 | 83 |
Schedule of non-cash investing and financing activities | |||
Accrued property and equipment at period end | 110 | 25 | 32 |
Contingent consideration | 5,230 | ||
Acquisition consideration held in escrow | 1,021 | ||
Conversion of convertible debt to preferred stock | 7,787 | ||
Common stock issued as consideration for acquisition | 813 | ||
Conversion of convertible preferred stock to common stock | 146,225 | ||
Zenith | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition, net of cash acquired | $ (2,382) | ||
SightPlan | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition, net of cash acquired | $ (129,676) | ||
iQuue | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition, net of cash acquired | $ (5,902) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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"), is an enterprise real estate technology company that provides comprehensive management software and applications designed for property owners, managers and residents. Its suite of products and services, which includes both smart building hardware and cloud-based software-as-a-service ("SaaS") solutions, provides seamless visibility and control over real estate assets. The Company’s platform lowers operating costs, increases revenues, mitigates operational friction and protects assets for owners and operators, while providing a differentiated, elevated living experience for residents. The Company is headquartered in Scottsdale, Arizona. The Company, formerly known as Fifth Wall Acquisition Corp. I (“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. 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 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. files a consolidated income tax return. For legal purposes, FWAA acquired Legacy SmartRent, and the transaction represents a reverse acquisition for federal income tax purposes - SmartRent, Inc. is the parent of the consolidated group with SmartRent Technologies, Inc. as a subsidiary, but in the year of the closing of the Business Combination, the consolidated tax return of SmartRent, Inc. included a full year period for Legacy SmartRent and stub-year for FWAA starting the day after the closing of the Business Combination. FWAA filed a short year return for the period prior to the acquisition. Upon closing of the Business Combination, the Company received gross proceeds of $ 500,628 from the Business Combination and PIPE Investment, offset by offerings costs of $ 55,981 . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company's financial statements have been prepared on a consolidated basis and as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 include the consolidated accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. 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 subsidiary are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company's international subsidiaries statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the Consolidated Statements of Operations and Comprehensive Loss. Liquidity The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. Management believes that currently available resources will provide sufficient funds to enable the Company to meet its obligations for at least one year past the issuance date of these financial statements. The Company may need to raise additional capital through equity or debt financing to fund future operations until it generates positive operating cash flows. There can be no assurance that such additional equity or debt financing will be available on terms acceptable to the Company, or at all. Use of Estimates The preparation of financial statements in conformity with 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. The COVID-19 pandemic continues to evolve, with pockets of resurgence and the emergence of variant strains contributing to continued uncertainty about its scope, duration, severity, trajectory, and lasting impact. In an effort to mitigate the spread of COVID-19, a number of countries, states, and other jurisdictions have imposed, and may impose in the future, various measures, including travel restrictions and quarantines. These measures have and could continue to contribute to a general slowdown in the global economy, adversely impact the Company's customers, employees, third-party suppliers, logistics providers and other business partners, and otherwise disrupt its operations. 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. In February 2020, Legacy SmartRent purchased all of the outstanding equity interests of Zenith Highpoint, Inc. (“Zenith”) in an acquisition that meets the definition of a business combination, for which the acquisition method of accounting was used, see Note 13 of these Consolidated Financial Statements. 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 its cash balances are held. Restricted Cash The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Consolidated Balance Sheets. The Company determines current or non-current classification based on the expected duration of the restriction. Accounts Receivable, net Accounts receivable consist of balances due from customers resulting from the sale of hardware, professional services and hosted services. Accounts receivable are recorded at invoiced amounts, are non-interest bearing and are presented net of the associated allowance for doubtful accounts on the Consolidated Balance Sheets. The allowance for doubtful accounts totaled $ 606 and $ 357 as of December 31, 2022, and 2021, respectively. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss; the provision for doubtful accounts totaled $ 242 , $ 226 and $ 512 for the years ended December 31, 2022 , 2021 and 2020, respectively. There were no material write-offs of accounts receivable deemed uncollectable for the years ended December 31, 2022 and 2021 . During the year ended December 31, 2020, there were $ 381 in write-offs of accounts receivable deemed uncollectable. 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 th e 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 approxima tely 4 % and 22 % ownership as of December 31, 2022 and 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 December 31, Years Ended December 31, 2022 2021 2022 2021 2020 Customer A 30 % * 15 % 12 % 28 % Customer B * 15 % * * 23 % Customer C * * 12 % 12 % * * Total less than 10% for the respective period Inventory Inventories, which are comprised of smart home equipment and components are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out method. The Company adjusts the inventory balance based on anticipated obsolescence, usage and historical write-offs. Goodwill Goodwill represents the excess of cost over net assets of the Company's completed business combinations. The Company tests for potential impairment of goodwill on an annual basis in November to determine if the carrying value is less than the fair value. In testing goodwill for impairment, the Company began with a qualitative test, commonly referred to as "Step 0", and determined performing a quantitative test was not necessary. No goodwill impairment has been recorded as of December 31, 2022. The Company will conduct additional tests between annual tests if there are indications of potential g oodwill impairment. 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 Property and Equipment, ne t Property and equipment is stated at cost, net of accumulated depreciation and amortization. Costs of improvements that extend the economic life or improve service potential are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Repairs and maintenance expense for the years ended December 31, 2022, 2021 and 2020 was $ 50 , $ 15 and $ 18 , respectively, and is included in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Depreciation and amortization are included in cost of revenue and general and administrative expenses and are computed using the straight-line basis over estimated useful lives of those assets as follows. Estimated useful life (in years) Computer hardware and software 5 Furniture and fixtures 7 Warehouse equipment 15 Leasehold improvements Shorter of the estimated useful life or lease term Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, intangible assets and operating lease right of use assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets, or asset groups, is measured by comparing the carrying amounts of such assets or asset groups to the future undiscounted cash flows that such assets or asset groups are expected to generate. If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Leases The Company classifies an arrangement as a lease at inception by determining if the arrangement conveys the right to control the use of the identified asset for a period of time in exchange for consideration. If the arrangement is identified as a lease, classification is determined at the commencement of the arrangement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company estimates its incremental borrowing rate to discount future lease payments. The incremental borrowing rate reflects the interest rate that the Company would expect to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease costs are expensed as incurred. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of assets. Lease payments for short-term leases with a term of twelve months or less are expensed on a straight-line basis over the lease term. Operating leases are included in other long-term assets, accrued expenses and other current liabilities, and other long-term liabilities. Warranty Allowance The Company provides its customers with limited-service warranties associated with product replacement and related services. The warranty typically lasts one year following the installation of the product. The estimated warranty costs, which are expensed at the time of sale and included in hardware cost of revenue, are based on the results of product testing, industry and historical trends and warranty claim rates incurred and are adjusted for identified current or anticipated future trends as appropriate. Actual warranty claim costs could differ from these estimates. For the years ended December 31, 2022, 2021 and 2020 warranty expense included in cost of hardware revenue was $ 852 and $ 8,305 and $ 3,694 , respectively. As of December 31, 2022, and December 31, 2021, the Company’s warranty allowance was $ 2,277 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 all such batteries from previously deployed hardware devices. As of December 31, 2022, and 2021, $ 1,687 and $ 4,732 , respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency. The Company's aggregate warranty liabilities and changes were as follows: As of December 31, 2022 2021 Warranty reserve beginning balance $ 6,106 $ 3,336 Warranty accrual for battery deficiencies - 6,430 Warranty (reversal) accrual for completed projects ( 784 ) 1,204 Warranty settlements ( 3,045 ) ( 4,864 ) Warranty reserve ending balance $ 2,277 $ 6,106 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 years ended December 31, 2022 or 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 years ended December 31, 2022 or 2021. 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, professional services, and a subscription for use of the Company's proprietary software (“hosted services”). Included in these contracts are Hub Devices, which integrate the Company’s proprietary enterprise software with third party smart devices. Historically, the Company sold Hub Devices which only functioned with a subscription to its proprietary software (“non-distinct Hub Devices"). During the year ended December 31, 2022, the Company began shipping Hub Devices with features that function independently from its proprietary software subscription (“distinct Hub Devices"). Non-distinct Hub Devices are recognized as a single performance obligation with the Company’s proprietary software in hosted services revenue, while distinct Hub Devices are recognized as a separate performance obligation in hardware revenue. When distinct Hub Devices are included in a contract, the hosted services performance obligation is comprised of only the Company’s proprietary software. The Company considers delivery for each of the hardware, professional services and hosted services to be separate performance obligations. The hardware performance obligation includes the delivery of smart home hardware and distinct Hub Devices. The professional services performance obligation includes the services to install the hardware. The hosted services performance obligation provides a subscription that allows the customer access to software during the contracted-use term when the promised service is provided to the customer. Also included in the hosted service performance obligation are non-distinct Hub Devices that only function with a subscription to the Company’s proprietary software. 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. The Company has 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 and are recorded as hardware cost of revenue. 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 generally consist of a distinct Hub Device, door-locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to the Company's proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the hardware device is shipped to the customer. The Company generally provides a one-year warranty period on hardware devices that are delivered and installed. The cost of the warranty is recorded as a component of cost of hardware revenue. • Professional Services Revenue 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 primarily consists of 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 ranging from one-month to ten -years and include recurring fixed plan subscription fees. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial. Also included in hosted services revenue are non-distinct Hub Devices. The Company considers those devices and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for those devices upon shipment to the customer. The revenue is then amortized over its average service life. When a non-distinct Hub Device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years . 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, such as the distinct Hub Device, hardware devices, supplies purchased from third-party providers, and shipping costs together with, indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use assets), infrastructure costs, personnel-related costs associated with the procurement and distribution of products and warranty expenses together with the indirect cost of customer care and support. • Prof |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Instruments | 12 Months Ended |
Dec. 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 December 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 $ 210,409 $ - $ 210,409 $ 430,841 $ - $ 430,841 Restricted cash Level 1 7,304 - 7,304 1,763 - 1,763 Total $ 217,713 $ - $ 217,713 $ 432,604 $ - $ 432,604 The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Consolidated Balance Sheets. As of December 31, 2022 As of December 31, 2021 Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Acquisition earnout payment Level 3 $ 5,540 $ 5,540 $ 5,230 $ 5,230 Total liabilities $ 5,540 $ 5,540 $ 5,230 $ 5,230 The Company reports the current portion of the acquisition earnout payment as a component of other current liabilities in the Consolidated Balance Sheets and the non-current portion is a component of other long-term liabilities on the Consolidated Balance Sheets. Earnout payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company's Level 3 liabilities for the years ended December 31, 2022 and 2021 are as follows. As of December 31, 2022 2021 Balance at beginning of period $ 5,230 $ - Fair value of earnout payment recorded in connection with the iQuue acquisition - 5,230 Change in fair value of earnout 310 - Balance at end of period $ 5,540 $ 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, 2022 and 2021. The Company determined there was an increase of $ 310 in the fair value of the earnout due to changes to discount and volatility rates during the year ended December 31, 2022 and therefore, recorded this adjustment in general and administrative expense on the Consolidated Statement of Operations and Comprehensive Loss. See Note 13 for more information regarding the earnout payment. As of December 31, 2022 2021 Discount Rate 9.80 % 3.50 % Volatility 42.00 % 24.80 % |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 12 Months Ended |
Dec. 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. Years Ended December 31, 2022 2021 2020 Revenue by geography United States $ 165,795 $ 108,072 $ 50,275 International 2,026 2,565 2,259 Total revenue $ 167,821 $ 110,637 $ 52,534 Years Ended December 31, 2022 2021 2020 Revenue by type Hardware $ 87,372 $ 69,629 $ 31,978 Professional services 32,301 22,732 12,304 Hosted services 48,148 18,276 8,252 Total revenue $ 167,821 $ 110,637 $ 52,534 Remaining Performance Obligations Advance payments received from customers are recorded as deferred revenue and are recognized upon the completion of related performance obligations over the period of service. Advance payments for non-distinct Hub Devices are recorded as deferred revenue and recognized over its average in-service life. Advance payments received from customers for subscription services are recorded as deferred revenue and recognized over the term of the subscription. A summary of the change in deferred revenue is as follows. Years Ended December 31, 2022 2021 Deferred revenue balance as of January 1 $ 95,597 $ 53,501 Revenue recognized from balance of deferred revenue ( 25,934 ) ( 11,764 ) Revenue deferred during the period 111,861 85,153 Revenue recognized from revenue originated ( 41,576 ) ( 31,293 ) Deferred revenue balance as of December 31 $ 139,948 $ 95,597 As of December 31, 2022, the Company expects to recognize 52 % of its total deferred revenue within the next 12 months , 21 % of its total deferred revenue between 13 and 36 months , 24 % between 37 and 60 months . Any deferred revenue expected to be recognized beyond five years is immaterial. Contracts may contain termination for convenience provisions that allow the Company, customer, or both parties the ability to terminate for convenience, either at any time or upon providing a specified notice period, without a substantive termination penalty. Included in deferred revenue as of December 31, 2022 are $ 39,932 of prepaid fees related to contracts with termination for convenience provisions which are refundable at the request of the customer. Based on the Company's historical experience, customers do not typically exercise their termination for convenience rights. Deferred cost of revenue includes all direct costs includ ed in cost of revenue that have been deferred to future periods. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Information | NOTE 5. OTHER BALANCE SHEET INFORMATION Inventory consisted of the following. As of December 31, 2022 2021 Finished Goods $ 74,276 $ 33,007 Raw Materials 1,449 201 Total inventory $ 75,725 $ 33,208 The Company writes-down inventory for any excess or obsolete inventories or when the Company believes the net realizable value of inventories is less than the carrying value. During the years ended December 31, 2022, 2021 and 2020, the Company recorded write-downs of $ 117 , $ 358 and $ 232 , respectively. Prepaid expenses and other current assets consisted of the following. As of December 31, 2022 2021 Prepaid expenses $ 5,042 $ 15,084 Other current assets 4,140 2,285 Total prepaid expenses and other current assets $ 9,182 $ 17,369 Prepaid expenses decreased during the year ended December 31, 2022 from the previous year, partially due to $ 2,441 of impairment related to prepaid licenses which the Company determined had no future value. Asset impairment is recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Property and equipment, net consisted of the following. As of December 31, 2022 2021 Computer hardware $ 2,192 $ 1,768 Leasehold improvements 698 284 Warehouse and other equipment 632 461 Furniture and fixtures 163 161 Property and equipment 3,685 2,674 Less: Accumulated depreciation ( 1,616 ) ( 800 ) Total property and equipment, net $ 2,069 $ 1,874 Depreciation and amortization expense on all property, plant and equipment was $ 816 , $ 463 and $ 443 during the years ended December 31, 2022, 2021 and 2020, respectively. Intangible assets, net consisted of the following. As of December 31, 2022 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 22,990 $ ( 1,778 ) $ 21,212 $ 3,290 $ - $ 3,290 Developed technology 10,600 ( 1,440 ) 9,160 300 - 300 Trade name 900 ( 149 ) 751 - - - Total intangible assets, net $ 34,490 $ ( 3,367 ) $ 31,123 $ 3,590 $ - $ 3,590 Amortization expense on all intangible assets was $ 3,367 for the year ended December 31, 2022 . There was no amortization expense for the years ended December 31, 2021 or 2020, as the assets were acquired on December 31, 2021 or thereafter. Accumulated amortization on all intangible assets was $ 3,367 as of December 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 2023 $ 3,873 2024 3,873 2025 3,873 2026 3,873 2027 3,734 Thereafter 11,897 Total $ 31,123 Other long-term assets consisted of the following. As of December 31, 2022 2021 Operating lease - ROU asset, net $ 3,968 $ 2,927 Capitalized software costs 3,066 - Restricted cash, long-term portion 247 495 Other long-term assets 2,240 3,790 Total other long-term assets $ 9,521 $ 7,212 Amortization expense on capitalized software costs was $ 79 for the year ended December 31, 2022 and was recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss . No amortization expense was recorded related to capitalized software costs for the years ended December 31, 2021 or 2020. Additionally, the Company recorded impairment of $ 2,000 related to a note receivable within other long-term assets on the Consolidated Balance Sheets. Impairment is recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Accrued expenses and other current liabilities consisted of the following. As of December 31, 2022 2021 Accrued compensation costs $ 14,157 $ 6,588 Accrued expenses 8,571 4,559 Warranty allowance 2,277 6,106 Other 9,391 4,981 Total accrued expenses and other current liabilities $ 34,396 $ 22,234 |
Debt
Debt | 12 Months Ended |
Dec. 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 December 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 $ 688 and will be amortized ratably over the five-year term of the Senior Revolving Facility. For the years ended December 31, 2022 and 2021, the Company recorded $ 147 and $ 11 , respectively, of amortization expense in connection with these costs, which is a component of interest expense on the Consolidated Statements of Operations and Comprehensive Loss. No such expenses were recorded during the year ended December 31, 2020. Interest rates for draws upon the Senior Revolving Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus 0.10 %, subject to a floor of 0.00 %, plus an applicable margin. For ABR Loans, the interest rate is based upon the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50 %, or (iii) 3.25 %, plus an applicable margin. As of December 31, 2022, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 1.75 % and ( 0.50 %) , respectively. In addition to paying interest on the outstanding principal balance under the Senior Revolving Facility, the Company is required to pay a facility fee to the lender in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Senior Revolving Facility and is one fourth of one percent ( 0.25 %) per annum based on the unused facility amount. During the year ended December 31, 2022, the facility fee totaled $ 190 . There were no facility fees recorded during the years ended December 31, 2021 or 2020. The Senior Revolving Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, the Company’s ability to (i) engage in certain mergers or consolidations, (ii) sell, lease or transfer all or substantially all of the Company’s assets, (iii) engage in certain transactions with affiliates, (iv) make changes in the nature of the Company’s business and its subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Senior Revolving Facility. The Senior Revolving Facility also requires the Company, on a consolidated basis with its subsidiaries, to maintain a minimum cash balance. If the minimum cash balance is not maintained, the Company is required to maintain a minimum liquidity ratio. If an event of default occurs, the lender is entitled to take various actions, including the acceleration of amounts due under the Senior Revolving Facility and all actions permitted to be taken by a secured creditor. As of December 31, 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 December 31, 2022 and 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 | 12 Months Ended |
Dec. 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 24,816 outstanding shares of preferred stock were converted into 121,214 shares of Common Stock of the Company based on the Exchange Ratio of approximately 4.8846 . 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 During the year ended December 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. 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. 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 and Comprehensive Loss, respectively. For the years ended December 31, 2022 and 2021 respectively, the Company recorded $ 72 and $ 121 , as contra-revenue in the Consolidated Statement of Operations and Comprehensive Loss related to these warrants. No contra-revenue was recorded in connection with these warrants during the year ended December 31, 2020. 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. As part of the Business Combination on August 24, 2021, these warrants converted to warrants to purchase 1,874 shares of Common Stock pursuant the Exchange Ratio. The remaining warrants fully vested during the three months ended March 31, 2022. The warrants were exercised during the three months ended June 30, 2022. The Company recorded the associated marketing expense over the service period as the units were installed with an offset to additional paid-in-capital. During the years ended December 31, 2022 and 2021 respectively, the Company recognized $ 217 and $ 810 of sales and marketing expens e related to these warrants. No expenses related to these warrants were recognized during the year ended December 31, 2020. 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 years ended December 31, 2022 and 2021 , no sales and marketing expense related t o these warrants was recorded in the accompanying Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2020, the Company recognized $ 342 of sales and marketing expense related to these warrants in the accompanying Consolidated Statements of Operations and Comprehensive Loss. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [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 year ended December 31, 2022 is presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2020 10,457 $ 0.51 8.96 $ - Granted - $ - Forfeited - $ - December 31, 2021 10,457 $ 0.51 7.96 $ 95,935 Granted 175 $ 9.58 Exercised ( 465 ) $ 0.47 Forfeited ( 496 ) $ 0.47 December 31, 2022 9,671 $ 0.67 6.99 $ 18,234 Exercisable options as of December 31, 2022 8,276 $ 0.49 6.83 $ 16,024 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. 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. During the years ended December 31, 2022 and 2021, stock-based compensation expense of $ 662 and $ 906 , respectively, was recognized in connection with the outstanding options. During the year ended December 31, 2020, there was no stock-based compensation expense related to the options. 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 the Company's ability to attract, retain and motivate persons who make, or are expected to make, important contributions to the Company by providing these individuals with equity ownership opportunities and equity-linked compensation opportunities. 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 common 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. 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 . The table below summarizes the activity related to the RSUs. Restricted Stock Units Number of Weighted December 31, 2020 - $ - Granted - pre-merger, retroactive application of exchange ratio 7,489 $ 4.41 Granted - post-merger 426 $ 12.10 Forfeited ( 244 ) $ 4.41 December 31, 2021 7,671 $ 4.98 Granted 2,047 $ 6.63 Vested or distributed ( 3,026 ) $ 4.88 Forfeited ( 1,199 ) $ 5.06 December 31, 2022 5,493 $ 5.43 No right to any Common Stock is earned or accrued until such time that vesting occurs, nor does the grant of the RSU award confer any right to continue vesting or employment. Compensation expense associated with the unvested RSUs is recognized on a straight-line basis over the vesting period. During the years ended December 31, 2022 and 2021 respectively, stock-based compensation expense of $ 11,955 and $ 6,413 wa s recognized in connection with the vesting of all RSUs. During the year ended December 31, 2020, there was no stock-based compensation expense related to the RSUs. At December 31, 2022, $ 26,373 of unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 1.2 years. 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 year ended December 31, 2022, stock-based compensation expense of $ 288 was re cognized in connection with the ESPP. No expense related to the ESPP was recognized during the years ended December 31, 2021 or 2020. 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 year ended December 31, 2022 and 2020. There were no options granted during the year ended December 31, 2021. December 31, 2022 December 31, 2020 Risk free interest 1.47 % 0.99 % Dividend yield 0.00 % 0.00 % Expected volatility 58.80 % 103.59 % Expected life (years) 6.08 6.11 The Company recorded stock-based compensation expense as follows. Years Ended December 31, 2022 2021 2020 Research and development $ 3,668 $ 2,340 $ 256 Sales and marketing 1,396 1,379 86 General and administrative 8,652 4,412 1,417 Total $ 13,716 $ 8,131 $ 1,759 During the years ended December 31, 2022, 2021 and 2020, respectively, stock-based compensation expense of $ 811 , $ 812 and $ 707 was recognized for 844 shares granted in connection with the Company's February 2020 acquisition of a foreign supplier and are recorded as a component of general and administrative expense. As part of the Business Combination on August 24, 2021, these 844 shares converted into 4,123 shares pursuant to the Exchange Ratio. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES The Company's provision for income taxes consisted of the following. Years Ended December 31, Income Tax Provision 2022 2021 2020 Federal $ - $ - $ - Foreign 99 133 128 State and local 233 - - Current provision 332 133 128 Federal ( 4,390 ) - - Foreign ( 3 ) ( 18 ) 21 State and local ( 1,327 ) - - Deferred (benefit) provision ( 5,720 ) ( 18 ) 21 Provision for income taxes $ ( 5,388 ) $ 115 $ 149 The following table presents a reconciliation of the Company’s effective tax rates for the periods indicated. Years Ended December 31, Rate Reconciliation 2022 2021 2020 U.S. statutory rate 21.0 % 21.0 % 21.0 % State rate net of fed benefit 3.4 % 8.1 % 5.0 % Change in valuation allowance ( 18.2 %) ( 33.8 %) ( 25.0 %) SPAC transaction costs 0.0 % 3.7 % 0.0 % Stock compensation 2.0 % 0.0 % 0.0 % Permanent adjustments ( 0.2 %) ( 0.6 %) ( 1.0 %) Deferred Adjustments ( 2.8 %) 0.0 % 0.0 % Other 0.1 % 1.4 % 0.0 % Effective Tax Rate 5.3 % ( 0.2 %) 0.0 % Tax effects of temporary differences can give rise to significant portions of deferred tax assets and deferred tax liabilities. The components of deferred income tax assets and liabilities are as follows. Tax Effects of Temporary Differences As of December 31, 2022 2021 Attributes Deferred tax asset Federal NOLs $ 38,326 $ 27,815 State NOLs 9,782 8,206 Deferred revenue 14,021 9,408 Capitalized R&D 7,973 - Other deferred tax assets 9,187 5,669 Total deferred tax assets 79,289 51,098 Less: Valuation allowance ( 61,683 ) ( 43,175 ) Total net deferred tax asset $ 17,606 $ 7,923 IRC 481(a) Adjustment ( 324 ) ( 209 ) Deferred costs of revenue ( 8,960 ) ( 6,576 ) Intangibles ( 7,408 ) - Other deferred tax liabilities ( 1,142 ) ( 1,140 ) Total deferred tax liabilities ( 17,834 ) ( 7,925 ) Net deferred tax liability $ ( 228 ) $ ( 2 ) The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. As a result of historical cumulative losses, Management determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net federal and state deferred taxes in future periods. Therefore, a valuation allowance equal to the amount of the net federal and state deferred tax assets was provided at December 31, 2022 and 2021. The net valuation allowance increased by $ 18,508 from $ 43,175 to $ 61,683 in 2022. As of December 31, 2022, the Company has gross NOLs of $ 205.8 million and $ 188.3 million for federal and state income tax return purposes, respectively. Federal NOLs can be carried forward indefinitely, while State NOLs will expire between 2038 and 2042 . The Company also has $ 0.1 million of R&D credits available that expire in 2039 . The Tax Reform Act of 1986 (the "Act") provides for a limitation of the annual use of the net operating loss carryforwards following certain ownership changes (as defined by the Act and codified under IRC 382) that could limit the company's ability to utilize these carryforwards. Should the limitation apply, the related net operating loss and Section 163(j) deferred tax assets and the valuation allowance would be reduced by the same amount. The Company has not performed a Section 382 analysis. The Company recorded net deferred tax liabilities during the year ended December 31, 2022, due to the acquisition of SightPlan. Those net deferred tax liabilities 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 $ 5,902 during the year ended December 31, 2022 (Note 13). The income tax benefit on the Consolidated Statement of Operations and Comprehensive Loss is primarily related to the valuation allowance release due to deferred tax liabilities from the SightPlan acquisition. We have established a full valuation allowance for net deferred U.S. federal and state tax assets, including net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized in future periods if we report taxable income. We believe that we have established an adequate allowance for our uncertain tax positions, although we can provide no assurance that the final outcome of these matters will not be materially different. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. On August 16, 2022, the Inflation Reduction Act ("IRA") (H.R. 5376) was signed into law in the United States. The IRA implements a 15 % minimum tax on financial statement income of certain large corporations and a 1 % excise tax on stock repurchases, among other things. While the Company continues to evaluate the IRA, it does not believe it will have a material effect on its audited financial statements, including on its effective tax rate or on its liquidity. The Company files income tax returns in the U.S. federal and various state jurisdictions, as well as in Croatia and India. The Company is subject to U.S. federal and state income tax examinations by authorities for all tax years beginning in 2018, due to the accumulated net operating losses that are carried forward. Similarly, SightPlan is subject to U.S. federal and state income tax examination by authorities for all tax years beginning in 2012. The Company is subject to Croatian income tax examinations for all tax years beginning in 2017. The Company is subject to Indian income tax examinations for all tax years beginning in 2019. The Company evaluates uncertain tax positions which requires significant judgments and estimates regarding the recoverability of deferred tax assets, the likelihood of the outcome of examinations of tax positions that may or may not be currently under review and potential scenarios involving settlements of such matters. A summary of changes in the Company's gross unrecognized tax benefits for the years ended December 31, 2022 and 2021 is as follows (in thousands): As of December 31, 2022 2021 Unrecognized tax benefits - January 1 $ 8,757 $ - Gross increases - tax positions in prior period - 6,961 Gross decreases - tax positions in prior period - - Gross increases - tax positions in current period 14,495 1,796 Settlement - - Lapse of statute of limitations - - Unrecognized tax benefits - December 31 $ 23,252 $ 8,757 The total balance of unrecognized tax benefits as of December 31, 2022 would not impact the effective tax rate if recognized, as the Company is in a full valuation allowance and the unrecognized tax benefit is a deferred tax asset. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. The Company has no t accrued penalties and interest as of December 31, 2022. The Company expects the unrecognized tax benefits to reverse in full within the next 12 months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 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. Years Ended December 31, 2022 2021 2020 Convertible preferred stock - - 104,821 Common stock options and restricted stock units 15,163 18,370 11,019 Common stock warrants 3,664 4,601 161 Shares subject to repurchase 1,374 2,748 4,123 Total 20,201 25,719 120,123 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 11. RELATED-PARTY TRANSACTIONS During the years ended December 31, 2022, 2021 and 2020 respectively, the Company incurred marketing expense of $ 217 , $ 810 and $ 481 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 year December 31, 2022, related to services provided by companies in which one of the Company's executives have control or significant influence. During the years ended December 31, 2021 and 2020, the Company incurred consulting expenses from these companies of $ 110 and $ 39 , respectively. On March 22, 2022, the Company purchased all of the outstanding equity interests of SightPlan (see Note 13) . One of the Company's directors, through a personal investment vehicle, held an unsecured convertible promissory note in SightPlan (the “SightPlan Convertible Note”). As consideration for the conversion and cancellation of the SightPlan Convertible Note, the director received $ 458 at the closing of the SightPlan acquisition. The director did not participate in any negotiations, recused himself from all board discussions related to the SightPlan acquisition, and did not vote on the matter. Entities affiliated with RETV Management, LLC ("RET"), which currently hold more than 3 % of the outstanding shares of the Company's Common Stock, held more than 17 % of th e 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 | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES Lease Commitments From time to time, the Company enters into lease agreements with third parties for purposes of obtaining office and warehouse space. These leases are accounted for as operating leases and have remaining lease terms of 1.25 years to 4.33 years . In addition to monthly rent payments, the Company reimburses the lessors for its share of operating expenses as defined in the leases. Such amounts are not included in the measurement of the lease liability but are recognized as a variable lease expense when incurred. One of these leases includes a single, five-year extension option . The Company does not intend to exercise this extension option. During the years ended December 31, 2022 and 2021, the Company obtained $ 2,776 and $ 3,007 of ROU assets, respectively, in exchange for lease obligations in connection with its operating leases. No new leases were entered into during the year ended December 31, 2020. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. The Company’s weighted average discount rate was 3.50 % at December 31, 2022. The weighted-average lease term was 3.1 years, 2.8 years and 2.1 years at December 31, 2022, 2021 and 2020, respectively. During the years ended, and as of December 31, 2022, 2021 and 2020 the Company had no finance leases. During the years ended December 31, 2022, 2021 and 2020 the Company incurred rent and other related occupancy expenses of $ 1,614 , $ 683 and $ 542 , respectively. Included in these amounts are $ 133 , $ 77 and $ 35 , respectively, of variable rent expense which is comprised primarily of the Company’s proportionate share of operating expenses, properly classified as lease cost due to the Company’s election to not separate lease and non-lease components. Rent costs are recorded to cost of revenue and general and administrative expenses on the Company’s Consolidated Statement of Operations. Annual base rental commitments associated with these leases, excluding operating expense reimbursements, month-to-month lease payments and other related fees and expenses during the remaining lease terms are as follows. Operating Leases 2023 $ 1,677 2024 1,531 2025 563 2026 and thereafter 664 Total lease payments 4,435 Less: imputed interest ( 47 ) Total lease liability 4,388 Less: Lease liability, current portion 1,585 Lease liability, noncurrent $ 2,803 The Company had $ 3,968 and $ 2,927 of ROU assets related to its lease liabilities at December 31, 2022 and 2021, respectively, and are included in other long-term assets on the Consolidated Balance Sheets. The noncurrent portion of the Company’s lease liability is included in other long-term liabilities on the Consolidated Balance Sheets. The current portion of the Company's lease liability is included in other current liabilities on the Consolidated Balance Sheets. Cash paid for amounts included in the measurement of operating lease liabilities was $ 1,272 , $ 603 , and $ 529 for the years ended December 31, 2022, 2021, and 2020, respectively. Sales Taxes The Company determined that it was required to pay sales and use tax in various jurisdictions. Accordingly, the Company has recorded a liability of $ 2,291 and $ 1,156 as of December 31, 2022 and 2021, respectively. These liabilities are included in accrued expenses and other current liabilities on the Consolidated Balance Sheets. There are no penalties and interest included in the balance at December 31, 2022 or 2021. Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Liabilities are accrued when it is believed that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the potential loss. The Company does not believe that the outcome of these proceedings or matters will have a material effect on the consolidated financial statements. The Company entered into an agreement with a supplier in April 2020, as further amended in March 2021, to purchase minimum volumes of certain products through August 2022. Due to significant failure rates and other defects, the Company ceased ordering product from this supplier as of December 2020. Despite the Company’s requests, the supplier indicated they are not willing to refund the Company for the malfunctioning products previously purchased, and therefore, the Company filed a complaint against the supplier on March 22, 2022 in the Superior Court for the State of California, County of Santa Clara. On July 26, 2022, the supplier filed a demurrer seeking to dismiss the complaint filed by the Company as well as a cross-complaint against the Company for breach of contract and other allegations. The Company denies the allegations in the supplier’s complaint and does not believe it has any further commitment to the supplier. On October 18, 2022, the supplier’s demurrer was overruled, in part, thus allowing the Company’s claims against the supplier to move forward. In addition, the Company filed a demurrer to supplier’s cross-complaint on October 31, 2022. The parties are now engaging in discovery. The Company regularly reviews outstanding legal claims, actions and enforcement matters, if any exist, to determine if accruals for expected negative outcomes of such matters are probable and can be reasonably estimated. The Company evaluates any such outstanding matters based on management’s best judgment after consultation with counsel. There is no assurance that the Company's accruals for loss contingencies will not need to be adjusted in the future. The amount of such adjustment could significantly exceed the accruals the Company has recorded. The Company had no such accruals as of December 31, 2022, 2021 or 2020. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 13. ACQUISITIONS 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 reflecting the difference between estimated and actual net working capital of SightPlan on the acquisition date. On the acquisition date, the Company paid cash consideration of $ 130,931 and placed $ 850 in escrow accounts legally owned by the Company. During the year ended December 31, 2022 , consideration held in escrow of $ 850 was distributed. As part of the distribution, the net working capital adjustment of $ 127 was returned to the Company. As part of the business combination, the Company agreed to pay up to approximately $ 5,760 to the former employees of SightPlan on the one-year anniversary of the acquisition date, subject to continued employment at the Company. As this payment 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 year ended December 31, 2022, the Company recorded $ 4,495 t o 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, net 1,255 Intangible assets 30,900 Other assets 749 Total identifiable net assets acquired 34,882 Accounts payable 6 Deferred revenue 885 Accrued expenses and other liabilities 735 Deferred tax liability ( Note 9 ) 5,947 Other long-term liabilities 256 Total liabilities assumed 7,829 Total identifiable assets 27,053 Goodwill $ 104,601 Changes resulting from facts and circumstances that existed as of the acquisition date resulted in measurement period adjustments to the estimated fair values of accounts receivable, net, intangible assets, other assets, deferred tax liability, and goodwill during the year ended December 31, 2022. Specifically, the refinement of inputs used to estimate the fair value of intangible assets resulted in an increase in customer relationships of $ 4,400 , a decrease in goodwill of $ 3,839 , and an increase in the deferred tax liability of $ 557 . The increase to the deferred tax liability caused an increase to the release of the valuation allowance, generating a $ 1,227 income tax benefit on the Consolidated Statement of Operations. Changes to accounts receivable, net and other assets were immaterial. Cash paid at acquisition $ 130,931 Cash acquired ( 1,978 ) Cash consideration released from escrow 850 Net working capital adjustment ( 127 ) Payment of acquisition consideration, net of cash acquired $ 129,676 The Company recognized approximately $ 4,495 of compensation expense related to the SightPlan acquisition during the year ended December 31, 2022. The Company recognized $ 771 of other non-recurring acquisition related costs that were expensed during the year ended December 31, 2022. Compensation and other non-recurring acquisition related costs and are included in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the assets acquired includes accounts receivable of $ 1,255 . The gross amount due under contracts for accounts receivable 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. The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on the fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with the acquisition totaled $ 30,900 and primarily related to customer relationships and developed technology. The excess purchase price over the fair value of net assets acquired was recognized as goodwill and totaled $ 104,601 . The goodwill is attributable primarily to the workforce of the acquired business and expected synergies with the Company’s existing operations and is not deductible for income tax purposes. The Company recorded intangible assets at their fair value, which consisted of the following. Estimated useful life (in years) March 31, 2022 Trade Name 5 $ 900 Customer relationships 10 19,700 Developed technology 7 10,300 Total intangible assets $ 30,900 The valuation of intangible assets was determined using an income approach methodology. The fair value of the customer relationship intangible assets was determined using the multi-period excess earnings method based on discounted projected net cash flows associated with the net earnings attributable to the acquired customer relationships. The fair value of the trade name and the acquired developed technology was determined using the relief from royalty method, which measures the value by estimating the cost savings associated with owning the asset rather than licensing it. The income approach methodology involves estimating cash flows over the remaining economic life of the intangible assets, which are considered from a market participant perspective. Key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates. The projected future cash flows were discounted to present value using an appropriate discount rate. As such, all aforementioned intangible assets were valued using Level 3 inputs. During the year ended December 31, 2022, the Company recorded amortization expense of $ 2,806 related to intangible assets. There was no such amortization expense recorded in the years end ed December 31, 2021 or 2020 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 December 31, 2022, and other financial statements presented herein for the year ended December 31, 2022 include the results of operations of SightPlan since the acquisition date. The following unaudited pro forma information presents consolidated financial information as if the SightPlan acquisition had occurred on January 1, 2020. 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, 2020 or of the results that may occur in the future. For the years ended December 31, 2022 December 31, 2021 December 31, 2020 Revenues $ 170,173 $ 119,310 $ 57,574 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 SaaS company providing a smart home and smart building technology platform for property owners, managers, and residents in the multifamily industry. Backed by Samsung SmartThings, the iQuue technology platform is capable of integrating with any smart device. iQuue offerings include access control, door code management, managed WiFi, and professional installation. The Company accounted for the iQuue acquisition as a business combination. The preliminary purchase price consisted of $ 7,213 of cash and restricted cash, estimated fair market value of $ 5,230 in contingent consideration relating to three earnout payments tied to the attainment of installed unit targets during the period of December 31, 2021 to June 30, 2025, and a Net Working Capital Adjustment of $ 508 to be paid out 91 days after the acquisition date. On the acquisition date, the Company paid cash of $ 6,192 , and placed $ 1,021 in escrow accounts. As of December 31, 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 fair value of the earnout payments is determined using the Monte Carlo simulation model based on installed unit projections during the period of December 31, 2021 through June 30, 2025, implied revenue volatility, a risk-adjusted discount rate, and a credit spread. Each reporting period, the Company is required to remeasure the fair value of the earnout liability as assumptions change and such adjustments will be recorded as a general and administrative expense within the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the earnout liability falls within Level 3 of the fair value hierarchy as a result of the unobservable inputs used for the measurement. The Company determined there was an increase of $ 310 in the fair value of the earnout during the year ended December 31, 2022 and therefore, recorded the adjustment in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the earnout as of December 31, 2022 and 2021 was $ 5,540 and $ 5,230 , respectively. As part of the business combination, the Company agreed to pay up to approximately $ 742 to the former shareholders of iQuue over the next three years , subject to the shareholders’ continued employment at the Company. As this payment is contingent upon the continuous service of the key employees, it is accounted for as post-combination compensation expense and is being recognized ratably over the service period of three years . The Company deposited $ 742 cash in escrow on the acquisition date for this obligation. The current portion of the escrow deposit is classified as “Restricted cash, current portion” and the non-current portion is classified as a component of "Other long-term assets" on the Consolidated Balance Sheets. During the year ended December 31, 2022, the Company recognized $ 247 of compensation expense in connection with this bonus. No such compensation expense was recorded during the year ended December 31, 2021. 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 $ 547 of compensation expense related to the iQuue acquisition during the year ended December 31, 2022 . No such compensation expense was recorded during the year ended December 31, 2021. The Company recognized $ 116 and $ 314 of other non-recurring acquisition related costs that were expensed during the years ended December 31, 2022 and 2021, respectively. Compensation and other non-recurring acquisition related costs are included in general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss. The fair value of the assets acquired includes accounts receivable of $ 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 year ended December 31, 2022, the Company recorded amortization expense of $ 562 related to intangible assets. There was no such amortization expense recorded for the year ended December 31, 2021 as the acquisition occurred on December 31, 2021. These intangible assets are deductible over 15 years for income tax purposes. The Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021, and other financial statements presented herein for the year ended December 31, 2022 include the results of operations of iQuue since the acquisition date. Pro forma disclosures have not been provided since the acquisition did not have, and is not expected to have, a material impact on the Company’s results of operations. Zenith Acquisition In February 2020, Legacy SmartRent purchased all of the outstanding equity interests of Zenith which had previously been a vendor for Legacy SmartRent. The Company accounted for the Zenith acquisition as a business combination. The purchase price consisted of $ 6,909 cash, $ 974 promissory note consideration, $ 813 common stock consideration, and $ 1,158 related to settlement of preexisting relationships for a total purchase price of $ 9,854 . The preexisting relationship related to prepaid inventory owned by the Company, with a corresponding deferred revenue balance recorded by Zenith. This preexisting relationship was settled on the acquisition date as an adjustment to the purchase price. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of $ 4,162 . Additionally, Legacy SmartRent issued 844 shares of common stock that vest annually over three years and $ 3,353 of promissory notes to certain employees, contingent upon continued employment. These costs are recognized as post-combination compensation expenses as a component of general and administrative expense on the Company’s Consolidated Statement of Operations and Comprehensive Loss. In connection with the common stock issued with this transaction, the Company recorded $ 811 , $ 812 and $ 707 of stock-based compensation expense during the years ended December 31, 2022, 2021 and 2020, respectively. As part of the Business Combination of August 24, 2021 these 844 shares converted to 4,123 shares pursuant to the Exchange Ratio. The total purchase consideration and the fair values and liabilities at the acquisition date were as follows. Consideration Cash Consideration $ 6,909 Promissory Note Consideration 974 Stock Consideration 813 Settlement of Preexisting Relationships 1,158 Fair Value of Total Consideration Transferred 9,854 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 4,527 Accounts receivable 518 Inventory 692 Prepaid expenses and other current assets 632 Property and equipment, net 61 Total identifiable assets acquired 6,430 Accounts payable 490 Accrued expenses and other current liabilities 248 Total liabilities assumed 738 Total identifiable net assets 5,692 Goodwill $ 4,162 The Company recognized approximately $ 21 of acquisition related costs that were expensed during the year ended December 31, 2020 and are included in general and administrative expenses. None of these costs were expensed during the years ended December 31, 2022 or 2021. The excess of the purchase price over the tangible and intangible assets acquired has been recorded as Goodwill. The Company determined the intangible assets held by Zenith were not material to the acquisition and did not include them in the acquisition. 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’s consolidated balance sheet for the year ended December 31, 2022, and other financial statements presented herein for the years ended December 31, 2022, 2021 and 2020 include the results of operations of Zenith since the acquisition date. Revenue related to Zenith and included in amounts presented on the Company’s Consolidated Statement of Operations and Comprehensive Loss are $ 2,026 , $ 2,565 and $ 2,259 for the years ended December 31, 2022, 2021 and 2020, respectively. Net income related to Zenith and included in amounts presented on the Company’s Consolidated Statement of Operations and Comprehensive Loss are $ 218 , $ 819 and $ 420 for the years ended December 31, 2022, 2021 and 2020. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 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 December 31, 2022 and through March 8, 2023, the date these financial statements were issued, for potential recognition or disclosure and has determined that there are no additional items to disclose except as disclosed below. In January 2023, issuable shares of the Company’s Class A Common Stock under the ESPP increased by 1,985 shares. In January 2023, the Board of Directors approved 2,157 RSUs and 3,070 Option awards to certain employees under the 2021 Equity Incentive Stock Plan. In February 2023, employees enrolled in the Company’s ESPP purchased 176 shares of the Company’s Class A Common Stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company's financial statements have been prepared on a consolidated basis and as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 include the consolidated accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. |
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 subsidiary are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company's international subsidiaries statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the Consolidated Statements of Operations and Comprehensive Loss. |
Liquidity | 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. The COVID-19 pandemic continues to evolve, with pockets of resurgence and the emergence of variant strains contributing to continued uncertainty about its scope, duration, severity, trajectory, and lasting impact. In an effort to mitigate the spread of COVID-19, a number of countries, states, and other jurisdictions have imposed, and may impose in the future, various measures, including travel restrictions and quarantines. These measures have and could continue to contribute to a general slowdown in the global economy, adversely impact the Company's customers, employees, third-party suppliers, logistics providers and other business partners, and otherwise disrupt its operations. 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. In February 2020, Legacy SmartRent purchased all of the outstanding equity interests of Zenith Highpoint, Inc. (“Zenith”) in an acquisition that meets the definition of a business combination, for which the acquisition method of accounting was used, see Note 13 of these Consolidated Financial Statements. 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 its 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 $ 606 and $ 357 as of December 31, 2022, and 2021, respectively. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss; the provision for doubtful accounts totaled $ 242 , $ 226 and $ 512 for the years ended December 31, 2022 , 2021 and 2020, respectively. There were no material write-offs of accounts receivable deemed uncollectable for the years ended December 31, 2022 and 2021 . During the year ended December 31, 2020, there were $ 381 in write-offs of accounts receivable deemed uncollectable. 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 th e 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 approxima tely 4 % and 22 % ownership as of December 31, 2022 and 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 December 31, Years Ended December 31, 2022 2021 2022 2021 2020 Customer A 30 % * 15 % 12 % 28 % Customer B * 15 % * * 23 % Customer C * * 12 % 12 % * * Total less than 10% for the respective period |
Inventory | Inventory Inventories, which are comprised of smart home equipment and components are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out method. The Company adjusts the inventory balance based on anticipated obsolescence, usage and historical write-offs. |
Goodwill | Goodwill Goodwill represents the excess of cost over net assets of the Company's completed business combinations. The Company tests for potential impairment of goodwill on an annual basis in November to determine if the carrying value is less than the fair value. In testing goodwill for impairment, the Company began with a qualitative test, commonly referred to as "Step 0", and determined performing a quantitative test was not necessary. No goodwill impairment has been recorded as of December 31, 2022. The Company will conduct additional tests between annual tests if there are indications of potential g oodwill impairment. |
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 |
Property and Equipment, net | Property and Equipment, ne t Property and equipment is stated at cost, net of accumulated depreciation and amortization. Costs of improvements that extend the economic life or improve service potential are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Repairs and maintenance expense for the years ended December 31, 2022, 2021 and 2020 was $ 50 , $ 15 and $ 18 , respectively, and is included in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Depreciation and amortization are included in cost of revenue and general and administrative expenses and are computed using the straight-line basis over estimated useful lives of those assets as follows. Estimated useful life (in years) Computer hardware and software 5 Furniture and fixtures 7 Warehouse equipment 15 Leasehold improvements Shorter of the estimated useful life or lease term |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, intangible assets and operating lease right of use assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets, or asset groups, is measured by comparing the carrying amounts of such assets or asset groups to the future undiscounted cash flows that such assets or asset groups are expected to generate. If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Leases | Leases The Company classifies an arrangement as a lease at inception by determining if the arrangement conveys the right to control the use of the identified asset for a period of time in exchange for consideration. If the arrangement is identified as a lease, classification is determined at the commencement of the arrangement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company estimates its incremental borrowing rate to discount future lease payments. The incremental borrowing rate reflects the interest rate that the Company would expect to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease costs are expensed as incurred. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of assets. Lease payments for short-term leases with a term of twelve months or less are expensed on a straight-line basis over the lease term. Operating leases are included in other long-term assets, accrued expenses and other current liabilities, and other long-term liabilities. |
Warranty Allowance | Warranty Allowance The Company provides its customers with limited-service warranties associated with product replacement and related services. The warranty typically lasts one year following the installation of the product. The estimated warranty costs, which are expensed at the time of sale and included in hardware cost of revenue, are based on the results of product testing, industry and historical trends and warranty claim rates incurred and are adjusted for identified current or anticipated future trends as appropriate. Actual warranty claim costs could differ from these estimates. For the years ended December 31, 2022, 2021 and 2020 warranty expense included in cost of hardware revenue was $ 852 and $ 8,305 and $ 3,694 , respectively. As of December 31, 2022, and December 31, 2021, the Company’s warranty allowance was $ 2,277 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 all such batteries from previously deployed hardware devices. As of December 31, 2022, and 2021, $ 1,687 and $ 4,732 , respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency. The Company's aggregate warranty liabilities and changes were as follows: As of December 31, 2022 2021 Warranty reserve beginning balance $ 6,106 $ 3,336 Warranty accrual for battery deficiencies - 6,430 Warranty (reversal) accrual for completed projects ( 784 ) 1,204 Warranty settlements ( 3,045 ) ( 4,864 ) Warranty reserve ending balance $ 2,277 $ 6,106 |
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 years ended December 31, 2022 or 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 years ended December 31, 2022 or 2021. 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, professional services, and a subscription for use of the Company's proprietary software (“hosted services”). Included in these contracts are Hub Devices, which integrate the Company’s proprietary enterprise software with third party smart devices. Historically, the Company sold Hub Devices which only functioned with a subscription to its proprietary software (“non-distinct Hub Devices"). During the year ended December 31, 2022, the Company began shipping Hub Devices with features that function independently from its proprietary software subscription (“distinct Hub Devices"). Non-distinct Hub Devices are recognized as a single performance obligation with the Company’s proprietary software in hosted services revenue, while distinct Hub Devices are recognized as a separate performance obligation in hardware revenue. When distinct Hub Devices are included in a contract, the hosted services performance obligation is comprised of only the Company’s proprietary software. The Company considers delivery for each of the hardware, professional services and hosted services to be separate performance obligations. The hardware performance obligation includes the delivery of smart home hardware and distinct Hub Devices. The professional services performance obligation includes the services to install the hardware. The hosted services performance obligation provides a subscription that allows the customer access to software during the contracted-use term when the promised service is provided to the customer. Also included in the hosted service performance obligation are non-distinct Hub Devices that only function with a subscription to the Company’s proprietary software. 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. The Company has 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 and are recorded as hardware cost of revenue. 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 generally consist of a distinct Hub Device, door-locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to the Company's proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the hardware device is shipped to the customer. The Company generally provides a one-year warranty period on hardware devices that are delivered and installed. The cost of the warranty is recorded as a component of cost of hardware revenue. • Professional Services Revenue 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 primarily consists of 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 ranging from one-month to ten -years and include recurring fixed plan subscription fees. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial. Also included in hosted services revenue are non-distinct Hub Devices. The Company considers those devices and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for those devices upon shipment to the customer. The revenue is then amortized over its average service life. When a non-distinct Hub Device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years . |
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, such as the distinct Hub Device, hardware devices, supplies purchased from third-party providers, and shipping costs together with, indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use assets), infrastructure costs, personnel-related costs associated with the procurement and distribution of products and warranty expenses together with the indirect cost of customer care and support. • 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 non-distinct Hub Devices, consistent with the revenue recognition period noted above in "Hosted Services Revenue", and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement. |
Deferred Cost of Revenue | Deferred Cost of Revenue Deferred cost of revenue includes all direct costs included in cost of revenue for hosted services and non-distinct Hub Devices that have been deferred to future periods. |
Research and Development | Research and Development These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings. The Company accounts for the cost of research and development by capitalizing qualifying costs, which are incurred during the product development stage, and amortizing those costs over the product’s estimated useful life. The Company expenses preliminary evaluation costs as they are incurred before the product development stage, as well as post development implementation and operation costs, such as training, maintenance and minor upgrades. As of December 31, 2022, the Company has capitalized $ 3,145 of research and development costs in other long-term assets on the Consolidated Balance Sheets, of which $ 3,066 is remaining to be amortized. During the year ended December 31, 2022, $ 79 of amortization expense related to capitalized software was recorded in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. |
Advertising | Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $ 292 , $ 801 and $ 663 of advertising expenses for the years ended December 31, 2022, 2021 and 2020, 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 $ 8,096 and $ 8,629 of assets outside the United States at December 31, 2022 , and 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. The Company adopted ASU No. 2019-12 effective January 1, 2022 , which did no t have a material impact on the Company’s consolidated financial statements . In October 2021, the FASB issued 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 iQuue and SightPlan. Therefore, iQuue's and SightPlan’s historical deferred revenue balances, as of their respective acquisition dates, have been included in the purchase price allocations in accordance with ASU 2021-08. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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 December 31, Years Ended December 31, 2022 2021 2022 2021 2020 Customer A 30 % * 15 % 12 % 28 % Customer B * 15 % * * 23 % Customer C * * 12 % 12 % * * 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 |
Schedule of Property and Equipment Estimated Useful Life | Depreciation and amortization are included in cost of revenue and general and administrative expenses and are computed using the straight-line basis over estimated useful lives of those assets as follows. Estimated useful life (in years) Computer hardware and software 5 Furniture and fixtures 7 Warehouse equipment 15 Leasehold improvements Shorter of the estimated useful life or lease term |
Schedule of Aggregate Warranty Liabilities | The Company's aggregate warranty liabilities and changes were as follows: As of December 31, 2022 2021 Warranty reserve beginning balance $ 6,106 $ 3,336 Warranty accrual for battery deficiencies - 6,430 Warranty (reversal) accrual for completed projects ( 784 ) 1,204 Warranty settlements ( 3,045 ) ( 4,864 ) Warranty reserve ending balance $ 2,277 $ 6,106 |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Instruments (Tables) | 12 Months Ended |
Dec. 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 December 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 $ 210,409 $ - $ 210,409 $ 430,841 $ - $ 430,841 Restricted cash Level 1 7,304 - 7,304 1,763 - 1,763 Total $ 217,713 $ - $ 217,713 $ 432,604 $ - $ 432,604 The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Consolidated Balance Sheets. As of December 31, 2022 As of December 31, 2021 Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Acquisition earnout payment Level 3 $ 5,540 $ 5,540 $ 5,230 $ 5,230 Total liabilities $ 5,540 $ 5,540 $ 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 years ended December 31, 2022 and 2021 are as follows. As of December 31, 2022 2021 Balance at beginning of period $ 5,230 $ - Fair value of earnout payment recorded in connection with the iQuue acquisition - 5,230 Change in fair value of earnout 310 - Balance at end of period $ 5,540 $ 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, 2022 and 2021. The Company determined there was an increase of $ 310 in the fair value of the earnout due to changes to discount and volatility rates during the year ended December 31, 2022 and therefore, recorded this adjustment in general and administrative expense on the Consolidated Statement of Operations and Comprehensive Loss. See Note 13 for more information regarding the earnout payment. As of December 31, 2022 2021 Discount Rate 9.80 % 3.50 % Volatility 42.00 % 24.80 % |
Revenue and Deferred Revenue (T
Revenue and Deferred Revenue (Tables) | 12 Months Ended |
Dec. 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. Years Ended December 31, 2022 2021 2020 Revenue by geography United States $ 165,795 $ 108,072 $ 50,275 International 2,026 2,565 2,259 Total revenue $ 167,821 $ 110,637 $ 52,534 Years Ended December 31, 2022 2021 2020 Revenue by type Hardware $ 87,372 $ 69,629 $ 31,978 Professional services 32,301 22,732 12,304 Hosted services 48,148 18,276 8,252 Total revenue $ 167,821 $ 110,637 $ 52,534 |
Summary of Deferred Revenue, by Arrangement, Disclosure | A summary of the change in deferred revenue is as follows. Years Ended December 31, 2022 2021 Deferred revenue balance as of January 1 $ 95,597 $ 53,501 Revenue recognized from balance of deferred revenue ( 25,934 ) ( 11,764 ) Revenue deferred during the period 111,861 85,153 Revenue recognized from revenue originated ( 41,576 ) ( 31,293 ) Deferred revenue balance as of December 31 $ 139,948 $ 95,597 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Inventory | Inventory consisted of the following. As of December 31, 2022 2021 Finished Goods $ 74,276 $ 33,007 Raw Materials 1,449 201 Total inventory $ 75,725 $ 33,208 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following. As of December 31, 2022 2021 Prepaid expenses $ 5,042 $ 15,084 Other current assets 4,140 2,285 Total prepaid expenses and other current assets $ 9,182 $ 17,369 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following. As of December 31, 2022 2021 Computer hardware $ 2,192 $ 1,768 Leasehold improvements 698 284 Warehouse and other equipment 632 461 Furniture and fixtures 163 161 Property and equipment 3,685 2,674 Less: Accumulated depreciation ( 1,616 ) ( 800 ) Total property and equipment, net $ 2,069 $ 1,874 |
Summary of Intangible Assets And Goodwill | Intangible assets, net consisted of the following. As of December 31, 2022 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 22,990 $ ( 1,778 ) $ 21,212 $ 3,290 $ - $ 3,290 Developed technology 10,600 ( 1,440 ) 9,160 300 - 300 Trade name 900 ( 149 ) 751 - - - Total intangible assets, net $ 34,490 $ ( 3,367 ) $ 31,123 $ 3,590 $ - $ 3,590 |
Summary of Finite Lived Intangible Assets Amortization Expense | Total future amortization for finite-lived assets is estimated as follows. Amortization Expense 2023 $ 3,873 2024 3,873 2025 3,873 2026 3,873 2027 3,734 Thereafter 11,897 Total $ 31,123 |
Summary of Other Long-term Assets | Other long-term assets consisted of the following. As of December 31, 2022 2021 Operating lease - ROU asset, net $ 3,968 $ 2,927 Capitalized software costs 3,066 - Restricted cash, long-term portion 247 495 Other long-term assets 2,240 3,790 Total other long-term assets $ 9,521 $ 7,212 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following. As of December 31, 2022 2021 Accrued compensation costs $ 14,157 $ 6,588 Accrued expenses 8,571 4,559 Warranty allowance 2,277 6,106 Other 9,391 4,981 Total accrued expenses and other current liabilities $ 34,396 $ 22,234 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Equity (Tables) | 12 Months Ended |
Dec. 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Plan Activity | Summaries of the Company’s 2018 Stock Plan activity for the year ended December 31, 2022 is presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2020 10,457 $ 0.51 8.96 $ - Granted - $ - Forfeited - $ - December 31, 2021 10,457 $ 0.51 7.96 $ 95,935 Granted 175 $ 9.58 Exercised ( 465 ) $ 0.47 Forfeited ( 496 ) $ 0.47 December 31, 2022 9,671 $ 0.67 6.99 $ 18,234 Exercisable options as of December 31, 2022 8,276 $ 0.49 6.83 $ 16,024 |
Summary of Restricted Stock Units Activity | The table below summarizes the activity related to the RSUs. Restricted Stock Units Number of Weighted December 31, 2020 - $ - Granted - pre-merger, retroactive application of exchange ratio 7,489 $ 4.41 Granted - post-merger 426 $ 12.10 Forfeited ( 244 ) $ 4.41 December 31, 2021 7,671 $ 4.98 Granted 2,047 $ 6.63 Vested or distributed ( 3,026 ) $ 4.88 Forfeited ( 1,199 ) $ 5.06 December 31, 2022 5,493 $ 5.43 |
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 year ended December 31, 2022 and 2020. There were no options granted during the year ended December 31, 2021. December 31, 2022 December 31, 2020 Risk free interest 1.47 % 0.99 % Dividend yield 0.00 % 0.00 % Expected volatility 58.80 % 103.59 % Expected life (years) 6.08 6.11 |
Summary of Stock-based Compensation Expense | The Company recorded stock-based compensation expense as follows. Years Ended December 31, 2022 2021 2020 Research and development $ 3,668 $ 2,340 $ 256 Sales and marketing 1,396 1,379 86 General and administrative 8,652 4,412 1,417 Total $ 13,716 $ 8,131 $ 1,759 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company's provision for income taxes consisted of the following. Years Ended December 31, Income Tax Provision 2022 2021 2020 Federal $ - $ - $ - Foreign 99 133 128 State and local 233 - - Current provision 332 133 128 Federal ( 4,390 ) - - Foreign ( 3 ) ( 18 ) 21 State and local ( 1,327 ) - - Deferred (benefit) provision ( 5,720 ) ( 18 ) 21 Provision for income taxes $ ( 5,388 ) $ 115 $ 149 |
Schedule of Reconciliation of Effective Tax Rate | The following table presents a reconciliation of the Company’s effective tax rates for the periods indicated. Years Ended December 31, Rate Reconciliation 2022 2021 2020 U.S. statutory rate 21.0 % 21.0 % 21.0 % State rate net of fed benefit 3.4 % 8.1 % 5.0 % Change in valuation allowance ( 18.2 %) ( 33.8 %) ( 25.0 %) SPAC transaction costs 0.0 % 3.7 % 0.0 % Stock compensation 2.0 % 0.0 % 0.0 % Permanent adjustments ( 0.2 %) ( 0.6 %) ( 1.0 %) Deferred Adjustments ( 2.8 %) 0.0 % 0.0 % Other 0.1 % 1.4 % 0.0 % Effective Tax Rate 5.3 % ( 0.2 %) 0.0 % |
Schedule of Components of Deferred Income Tax Assets and Liabilities | The components of deferred income tax assets and liabilities are as follows. Tax Effects of Temporary Differences As of December 31, 2022 2021 Attributes Deferred tax asset Federal NOLs $ 38,326 $ 27,815 State NOLs 9,782 8,206 Deferred revenue 14,021 9,408 Capitalized R&D 7,973 - Other deferred tax assets 9,187 5,669 Total deferred tax assets 79,289 51,098 Less: Valuation allowance ( 61,683 ) ( 43,175 ) Total net deferred tax asset $ 17,606 $ 7,923 IRC 481(a) Adjustment ( 324 ) ( 209 ) Deferred costs of revenue ( 8,960 ) ( 6,576 ) Intangibles ( 7,408 ) - Other deferred tax liabilities ( 1,142 ) ( 1,140 ) Total deferred tax liabilities ( 17,834 ) ( 7,925 ) Net deferred tax liability $ ( 228 ) $ ( 2 ) |
Summary of Changes in Gross Unrecognized Tax Benefits | As of December 31, 2022 2021 Unrecognized tax benefits - January 1 $ 8,757 $ - Gross increases - tax positions in prior period - 6,961 Gross decreases - tax positions in prior period - - Gross increases - tax positions in current period 14,495 1,796 Settlement - - Lapse of statute of limitations - - Unrecognized tax benefits - December 31 $ 23,252 $ 8,757 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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. Years Ended December 31, 2022 2021 2020 Convertible preferred stock - - 104,821 Common stock options and restricted stock units 15,163 18,370 11,019 Common stock warrants 3,664 4,601 161 Shares subject to repurchase 1,374 2,748 4,123 Total 20,201 25,719 120,123 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Liability Maturity | Annual base rental commitments associated with these leases, excluding operating expense reimbursements, month-to-month lease payments and other related fees and expenses during the remaining lease terms are as follows. Operating Leases 2023 $ 1,677 2024 1,531 2025 563 2026 and thereafter 664 Total lease payments 4,435 Less: imputed interest ( 47 ) Total lease liability 4,388 Less: Lease liability, current portion 1,585 Lease liability, noncurrent $ 2,803 The Company had $ 3,968 and $ 2,927 of ROU assets related to its lease liabilities at December 31, 2022 and 2021, respectively, and are included in other long-term assets on the Consolidated Balance Sheets. The noncurrent portion of the Company’s lease liability is included in other long-term liabilities on the Consolidated Balance Sheets. The current portion of the Company's lease liability is included in other current liabilities on the Consolidated Balance Sheets. Cash paid for amounts included in the measurement of operating lease liabilities was $ 1,272 , $ 603 , and $ 529 for the years ended December 31, 2022, 2021, and 2020, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 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, 2020 or of the results that may occur in the future. For the years ended December 31, 2022 December 31, 2021 December 31, 2020 Revenues $ 170,173 $ 119,310 $ 57,574 |
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 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, net 1,255 Intangible assets 30,900 Other assets 749 Total identifiable net assets acquired 34,882 Accounts payable 6 Deferred revenue 885 Accrued expenses and other liabilities 735 Deferred tax liability ( Note 9 ) 5,947 Other long-term liabilities 256 Total liabilities assumed 7,829 Total identifiable assets 27,053 Goodwill $ 104,601 Cash paid at acquisition $ 130,931 Cash acquired ( 1,978 ) Cash consideration released from escrow 850 Net working capital adjustment ( 127 ) Payment of acquisition consideration, net of cash acquired $ 129,676 |
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 19,700 Developed technology 7 10,300 Total intangible assets $ 30,900 |
Zenith 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 and liabilities at the acquisition date were as follows. Consideration Cash Consideration $ 6,909 Promissory Note Consideration 974 Stock Consideration 813 Settlement of Preexisting Relationships 1,158 Fair Value of Total Consideration Transferred 9,854 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 4,527 Accounts receivable 518 Inventory 692 Prepaid expenses and other current assets 632 Property and equipment, net 61 Total identifiable assets acquired 6,430 Accounts payable 490 Accrued expenses and other current liabilities 248 Total liabilities assumed 738 Total identifiable net assets 5,692 Goodwill $ 4,162 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 24, 2021 USD ($) $ / shares shares | Nov. 23, 2020 Business | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
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) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | Aug. 24, 2021 USD ($) $ / shares | |
Accounting Policies [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Goodwill | $ 117,268,000 | $ 12,666,000 | $ 0 | |
Intangible assets | 31,123,000 | 3,590,000 | $ 0 | |
Accounts receivable,Allowance for doubtful accounts | 606,000 | 357,000 | ||
Write-offs of accounts receivable | $ 0 | $ 0 | $ 381,000 | |
Concentration risk percentage | 10% | 10% | ||
Percentage of ownership interest held by limited partners in the investment fund of an investor | 4% | 22% | ||
Goodwill impairment | $ 0 | |||
Warranty allowance | 2,277,000 | $ 6,106,000 | ||
Product warranty accrual related to remaining cost of replacement for identified battery deficiency | $ 1,687,000 | 4,732,000 | ||
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 | |||
Capitalized research and development costs | $ 3,145,000 | |||
Capitalized research and development net | 3,066,000 | |||
Capitalized software costs amortization | 0 | 0 | ||
Advertising expenses | $ 292,000 | 801,000 | 663,000 | |
Number of operating segment | Segment | 1 | |||
Number of reportable segment | Segment | 1 | |||
Assets | $ 560,845,000 | 579,683,000 | ||
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, Adoption Date | Jan. 01, 2022 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU No. 2021-08 | ||||
Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Oct. 01, 2021 | |||
UNITED STATES | ||||
Accounting Policies [Line Items] | ||||
Assets | $ 8,096,000 | 8,629,000 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 1 month | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 10 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 | $ 242,000 | 226,000 | 512,000 | |
Repairs and maintenance expense | 50,000 | 15,000 | 18,000 | |
Capitalized software costs amortization | 79,000 | |||
Cost of Sales | ||||
Accounting Policies [Line Items] | ||||
Warranty expense | $ 852,000 | $ 8,305,000 | $ 3,694,000 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30% | ||
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15% | 12% | 28% |
Customer B | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15% | ||
Customer B | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23% | ||
Customer C | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12% | 12% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule Of Intangible Assets Estimated Useful Life (Details) | 12 Months Ended |
Dec. 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 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule Of Property And Equipment Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Hardware and Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Warehouse Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 15 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Shorter of the estimated useful life or lease term |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Aggregate Warranty Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Standard Product Warranty Disclosure [Abstract] | ||
Warranty reserve beginning balance | $ 6,106 | $ 3,336 |
Warranty accrual for battery deficiencies | 6,430 | |
Warranty (reversal) accrual for completed projects | (784) | 1,204 |
Warranty settlements | (3,045) | (4,864) |
Warranty reserve ending balance | $ 2,277 | $ 6,106 |
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 | Dec. 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 | $ 5,540 | $ 5,230 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 217,713 | 432,604 |
Liabilities on the Consolidated Balance Sheets | 5,540 | 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 | 210,409 | 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 | 7,304 | 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 | 5,540 | 5,230 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 217,713 | 432,604 |
Liabilities on the Consolidated Balance Sheets | 5,540 | 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 | 210,409 | 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 | 7,304 | 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 | $ 5,540 | $ 5,230 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Instruments - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
General and Administrative Expense | |
Fair Value Disclosures [Line Items] | |
Increase in fair value of earnout | $ 310 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Instruments - Schedule of Changes in Fair Value (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Line Items] | ||
Balance at beginning of period | $ 5,230 | |
Fair value of earnout payment recorded in connection with the iQuue acquisition | $ 5,230 | |
Increase in fair value of earnout | 310 | |
Balance at end of period | $ 5,540 | $ 5,230 |
Fair Value Measurements and F_6
Fair Value Measurements and Fair Value of Instruments - Schedule of Earnout Payment of Measurement (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Discount Rate | ||
Fair Value Disclosures [Line Items] | ||
Earnout payment | 0.0980 | 0.0350 |
Volatility | ||
Fair Value Disclosures [Line Items] | ||
Earnout payment | 0.4200 | 0.2480 |
Revenue and Deferred Revenue -
Revenue and Deferred Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 167,821 | $ 110,637 | $ 52,534 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 165,795 | 108,072 | 50,275 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,026 | 2,565 | 2,259 |
Hardware | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 87,372 | 69,629 | 31,978 |
Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 32,301 | 22,732 | 12,304 |
Hosted Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 48,148 | $ 18,276 | $ 8,252 |
Revenue and Deferred Revenue _2
Revenue and Deferred Revenue - Summary of Deferred Revenue, by Arrangement, Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 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 | (25,934) | (11,764) |
Revenue deferred during the period | 111,861 | 85,153 |
Revenue recognized from revenue originated and deferred during the period | (41,576) | (31,293) |
Deferred revenue, ending balance | $ 139,948 | $ 95,597 |
Revenue and Deferred Revenue _3
Revenue and Deferred Revenue - Additional Information (Details 1) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 52% |
Revenue expect to recognize to its total deferred revenue, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 21% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 24% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Revenue expect to recognize to its total deferred revenue, period |
Revenue and Deferred Revenue _4
Revenue and Deferred Revenue - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, payments recognized | $ 39,932 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 74,276 | $ 33,007 |
Raw Materials | 1,449 | 201 |
Total inventory | $ 75,725 | $ 33,208 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Inventory (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 117 | $ 358 | $ 232 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 5,042 | $ 15,084 |
Other current assets | 4,140 | 2,285 |
Total prepaid expenses and other current assets | $ 9,182 | $ 17,369 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Prepaid Expenses and Other Current Assets (Additional Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses decrease | $ (2,441) |
Other Balance Sheet Informati_7
Other Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment | $ 3,685 | $ 2,674 |
Less: Accumulated depreciation | (1,616) | (800) |
Total property and equipment, net | 2,069 | 1,874 |
Computer Hardware | ||
Property and equipment | 2,192 | 1,768 |
Leasehold Improvements | ||
Property and equipment | 698 | 284 |
Warehouse and Other Equipment | ||
Property and equipment | 632 | 461 |
Furniture and Fixtures | ||
Property and equipment | $ 163 | $ 161 |
Other Balance Sheet Informati_8
Other Balance Sheet Information - Property and equipment, net (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense and plant and equipment | $ 816 | $ 463 | $ 443 |
Other Balance Sheet Informati_9
Other Balance Sheet Information - Summary of Intangible Assets And Goodwill (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 24, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross | $ 34,490,000 | $ 3,590,000 | |
Accumulated amortization | (3,367,000) | 0 | |
Total intangible assets, net | 31,123,000 | 3,590,000 | $ 0 |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross | 22,990,000 | 3,290,000 | |
Accumulated amortization | (1,778,000) | ||
Total intangible assets, net | 21,212,000 | 3,290,000 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross | 10,600,000 | 300,000 | |
Accumulated amortization | (1,440,000) | ||
Total intangible assets, net | 9,160,000 | $ 300,000 | |
Trade Name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Gross | 900,000 | ||
Accumulated amortization | (149,000) | ||
Total intangible assets, net | $ 751,000 |
Other Balance Sheet Informat_10
Other Balance Sheet Information - Intangible assets (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 3,367,000 | $ 0 | $ 0 |
Accumulated amortization | $ 3,367,000 | $ 0 |
Other Balance Sheet Informat_11
Other Balance Sheet Information - Summary of Finite Lived Intangible Assets Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
2023 | $ 3,873 |
2024 | 3,873 |
2025 | 3,873 |
2026 | 3,873 |
2027 | 3,734 |
Thereafter | 11,897 |
Total | $ 31,123 |
Other Balance Sheet Informat_12
Other Balance Sheet Information - Summary of Other long-term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Noncurrent [Abstract] | ||
Operating lease - ROU asset, net | $ 3,968 | $ 2,927 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other long-term assets | Total other long-term assets |
Capitalized software costs | $ 3,066 | |
Restricted cash, long-term portion | 247 | $ 495 |
Other long-term assets | 2,240 | 3,790 |
Total other long-term assets | $ 9,521 | $ 7,212 |
Other Balance Sheet Informat_13
Other Balance Sheet Information - Other long-term assets - (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized software costs amortization | $ 0 | $ 0 | |
Impairment of note receivable | $ 2,000,000 | ||
General and Administrative Expenses | |||
Capitalized software costs amortization | $ 79,000 |
Other Balance Sheet Informat_14
Other Balance Sheet Information - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 14,157 | $ 6,588 |
Accrued expenses | 8,571 | 4,559 |
Warranty allowance | 2,277 | 6,106 |
Other | 9,391 | 4,981 |
Total accrued expenses and other current liabilities | $ 34,396 | $ 22,234 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Aug. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | 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 | 198,525,000 | 193,864,000 | 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 its subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Senior Revolving Facility. | |||||
Amortization expense | $ 14,000 | $ 8,000 | ||||
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 | 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% | |||||
Facility fee | $ 190,000 | 0 | 0 | |||
Debt instrument principal amount | $ 0 | $ 0 | 0 | |||
Debt issuance costs | $ 688,000 | 688,000 | ||||
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% | 1.75% | ||||
Senior Revolving Facility | Base Rate | SOFR Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 0% | |||||
Senior Revolving Facility | Federal Funds | ABR Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 3.25% | 0.50% | ||||
Senior Revolving Facility | Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense | $ 147,000 | 11,000 | $ 0 | |||
Letter of Credit | Sublimit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | 10,000,000 | ||||
Swingline | Sublimit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 24, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Aug. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 07, 2021 | Mar. 31, 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 | 4,123,000 | |||||||||
Proceeds from redeemable convertible preferred stock | $ 34,793,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Sales and marketing | $ 20,872,000 | $ 14,017,000 | $ 5,429,000 | |||||||
Common stock, issued | 198,525,000 | 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 | |||||||||
Shares converted into common stock upon business combination | 121,214 | |||||||||
Warrant | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Contra revenue | $ 72,000 | 121,000 | 0 | |||||||
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 | 342,000 | |||||||
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 | $ 810,000 | $ 0 | |||||||
Warrants converted to warrants to purchase shares of common stock upon business combination | 1,874,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Equity - Summary of Temporary Equity (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2021 USD ($) $ / shares shares |
Class Of Stock [Line Items] | |
Shares Authorized | 24,816,000 |
Shares Issued | 24,816,000 |
Shares Outstanding | 24,816,000 |
Liquidation Preference | $ | $ 146,076 |
March 2018 | Seed Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 4,707,000 |
Shares Issued | 4,707,000 |
Shares Outstanding | 4,707,000 |
Original Issue Price per Share | $ / shares | $ 1 |
Liquidation Preference | $ | $ 4,707 |
September 2018 | Series A Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 4,541,000 |
Shares Issued | 4,541,000 |
Shares Outstanding | 4,541,000 |
Original Issue Price per Share | $ / shares | $ 1.1011 |
Liquidation Preference | $ | $ 5,000 |
May 2019 | Series B One Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 508,000 |
Shares Issued | 508,000 |
Shares Outstanding | 508,000 |
Original Issue Price per Share | $ / shares | $ 4.9767 |
Liquidation Preference | $ | $ 2,527 |
May 2019 | Series B Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 5,425,000 |
Shares Issued | 5,425,000 |
Shares Outstanding | 5,425,000 |
Original Issue Price per Share | $ / shares | $ 6.2209 |
Liquidation Preference | $ | $ 33,750 |
March 2020 | Series C One Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 761,000 |
Shares Issued | 761,000 |
Shares Outstanding | 761,000 |
Original Issue Price per Share | $ / shares | $ 10.0223 |
Liquidation Preference | $ | $ 7,624 |
March - May 2020, March 2021 | Series C Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Shares Authorized | 8,874,000 |
Shares Issued | 8,874,000 |
Shares Outstanding | 8,874,000 |
Original Issue Price per Share | $ / shares | $ 10.4236 |
Liquidation Preference | $ | $ 92,468 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 01, 2021 | Aug. 24, 2021 | Feb. 29, 2020 | Aug. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | $ 13,716,000 | $ 8,131,000 | $ 1,759,000 | |||||
Unrecognized Compensation Expense Period | 1 year 2 months 12 days | |||||||
Shares converted into common stock upon business combination | 4,123,000 | |||||||
Common stock, authorized | 500,000,000 | 500,000,000 | ||||||
Number of Options, Granted | 0 | |||||||
Outstanding Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | $ 662,000 | $ 906,000 | 0 | |||||
Vesting of RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | 11,955,000 | 6,413,000 | 0 | |||||
Unrecognized compensation expense | 26,373,000 | |||||||
General and Administrative Expense | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | 8,652,000 | 4,412,000 | 1,417,000 | |||||
Zenith | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation arrangement vesting period | 3 years | |||||||
Share-based payment arrangement, expense | $ 811,000 | 812,000 | 707,000 | |||||
Shares converted into common stock upon business combination | 4,123 | |||||||
Number of Options, Granted | 844,000 | 844,000 | 844,000 | |||||
Zenith | General and Administrative Expense | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | $ 811,000 | 812,000 | 707,000 | |||||
RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement, options granted | 2,047,000 | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 6.63 | |||||||
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 arrangement, options granted | 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 | ||||||
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 | 15,500,000 | |||||||
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 | ||||||
Share-based compensation arrangement, options granted | 72,000 | |||||||
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 | |||||||
Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | $ 288,000 | $ 0 | $ 0 | |||||
Shares reserved for future issuance | 2,000,000 | |||||||
Percentage of shares reserved for future issuance | 1% | |||||||
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 | 2,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Granted | 0 | ||
2018 Stock Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 10,457,000 | 10,457,000 | |
Number of Options, Granted | 175,000 | ||
Number of Options, Exercised | (465,000) | ||
Number of Options, Forfeited | (496,000) | ||
Number of Options, Ending Balance | 9,671,000 | 10,457,000 | 10,457,000 |
Number of Options, Exercisable options as of December 31, 2022 | 8,276,000 | ||
Weighted-Average Exercise Price, Beginning Balance | $ 0.51 | $ 0.51 | |
Weighted-Average Exercise Price, Granted | 9.58 | ||
Weighted-Average Exercise Price, Exercised | 0.47 | ||
Weighted-Average Exercise Price, Forfeited | 0.47 | ||
Weighted-Average Exercise Price, Ending Balance | 0.67 | $ 0.51 | $ 0.51 |
Weighted-Average Exercise Price, Exercisable options as of December 31, 2022 | $ 0.49 | ||
Weighted Average Remaining Contractual Life (Years), Balance | 6 years 11 months 26 days | 7 years 11 months 15 days | 8 years 11 months 15 days |
Weighted Average Remaining Contractual Life (years), Exercisable options as of December 31, 2022 | 6 years 9 months 29 days | ||
Aggregate Intrinsic Value | $ 18,234 | $ 95,935 | |
Aggregate Intrinsic Value, Exercisable options as of December 31, 2022 | $ 16,024 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning Balance | 7,671 | |
Number of Restricted Stock Units, Granted - pre-merger, retroactive application of exchange ratio | 7,489 | |
Number of Restricted Stock Units, Granted - post-merger | 426 | |
Number of Restricted Stock Units, Granted | 2,047 | |
Number of Restricted Stock Units, Vested or distributed | (3,026) | |
Number of Restricted Stock Units, Forfeited | (1,199) | (244) |
Number of Restricted Stock Units, Ending Balance | 5,493 | 7,671 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 4.98 | |
Weighted Average Grant Date Fair Value, Granted - pre-merger, retroactive application of exchange ratio | $ 4.41 | |
Weighted Average Grant Date Fair Value, Granted - post merger | 12.10 | |
Weighted Average Grant Date Fair Value, Granted | 6.63 | |
Weighted Average Grant Date Fair Value, Vested or distributed | 4.88 | |
Weighted Average Grant Date Fair Value, Forfeited | 5.06 | 4.41 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 5.43 | $ 4.98 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Fair value of Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest | 1.47% | 0.99% |
Dividend yield | 0% | 0% |
Expected volatility | 58.80% | 103.59% |
Expected life (years) | 6 years 29 days | 6 years 1 month 9 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense | $ 13,716 | $ 8,131 | $ 1,759 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense | 3,668 | 2,340 | 256 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense | 1,396 | 1,379 | 86 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense | $ 8,652 | $ 4,412 | $ 1,417 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Provision | |||
Foreign | $ 99 | $ 133 | $ 128 |
State and local | 233 | ||
Current provision | 332 | 133 | 128 |
Federal | (4,390) | ||
Foreign | (3) | (18) | 21 |
State and local | (1,327) | ||
Deferred (benefit) provision | (5,720) | (18) | 21 |
Provision for income taxes | $ (5,388) | $ 115 | $ 149 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory rate | 21% | 21% | 21% |
State rate net of fed benefit | 3.40% | 8.10% | 5% |
Change in valuation allowance | (18.20%) | (33.80%) | (25.00%) |
SPAC transaction costs | 0% | 3.70% | 0% |
Stock compensation | 2% | 0% | 0% |
Permanent adjustments | (0.20%) | (0.60%) | (1.00%) |
Deferred Adjustments | (2.80%) | 0% | 0% |
Other | 0.10% | 1.40% | 0% |
Effective Tax Rate | 5.30% | (0.20%) | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Federal NOLs | $ 38,326 | $ 27,815 |
State NOLs | 9,782 | 8,206 |
Deferred revenue | 14,021 | 9,408 |
Capitalized R&D | 7,973 | |
Other deferred tax assets | 9,187 | 5,669 |
Total deferred tax assets | 79,289 | 51,098 |
Less: Valuation allowance | (61,683) | (43,175) |
Total net deferred tax asset | 17,606 | 7,923 |
Deferred Tax Liabilities | ||
IRC 481(a) Adjustment | (324) | (209) |
Deferred costs of revenue | (8,960) | (6,576) |
Intangibles | (7,408) | |
Other deferred tax liabilities | (1,142) | (1,140) |
Total deferred tax liabilities | (17,834) | (7,925) |
Net deferred tax asset | $ (228) | $ (2) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Line Items] | |||
Deferred tax asset, valuation allowance increase (release) | $ 18,508 | ||
Valuation allowance | 61,683 | $ 43,175 | |
R&D credits | $ 100 | ||
Income tax credits expiration year | 2039 | ||
Unrecognized tax benefits interest or penalties | $ 0 | ||
Inflation reduction act minimum tax on financial statement income | 15% | ||
Excise tax on stock repurchases | 1% | ||
SightPlan | |||
Valuation Allowance [Line Items] | |||
Deferred tax asset, valuation allowance increase (release) | (5,902) | ||
Federal | |||
Valuation Allowance [Line Items] | |||
Operating Loss Carryforwards | 205,800 | ||
State | |||
Valuation Allowance [Line Items] | |||
Operating Loss Carryforwards | $ 188,300 | ||
Operating loss carryforwards begin to expiration year | 2038 | ||
Operating loss carryforwards expiration year | 2042 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits - January 1 | $ 8,757 | |
Gross increases - tax positions in prior period | $ 6,961 | |
Gross increases - tax positions in current period | 14,495 | 1,796 |
Unrecognized tax benefits - December 31 | $ 23,252 | $ 8,757 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,201 | 25,719 | 120,123 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 104,821 | ||
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 | 15,163 | 18,370 | 11,019 |
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,664 | 4,601 | 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 | 2,748 | 4,123 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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% | |||
RET | Class A Common Stock | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Percentage of outstanding shares held | 3% | |||
Sales and Marketing | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 217 | $ 810 | $ 481 | |
Research and Development | ||||
Related Party Transaction [Line Items] | ||||
Professional fees | $ 20 | $ 110 | $ 39 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Operating lease, existence of option to extend [true false] | true | ||
Operating lease, option to extend | One of these leases includes a single, five-year extension option. The Company does not intend to exercise this extension option. | ||
Operating lease, renewal term | 5 years | ||
ROU assets in exchange for operating lease obligations | $ 2,776,000 | $ 3,007,000 | |
Operating lease, weighted average discount rate | 3.50% | ||
Operating lease, weighted-average lease term | 3 years 1 month 6 days | 2 years 9 months 18 days | 2 years 1 month 6 days |
Operating lease, ROU assets | $ 3,968,000 | $ 2,927,000 | |
Operating lease, cash payments | $ 1,272,000 | $ 603,000 | $ 529,000 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets | |
Operating lease rent and other related occupancy expenses | $ 1,614,000 | $ 683,000 | 542,000 |
Variable rent expenses | 133,000 | 77,000 | 35,000 |
Sales and excise tax payable | 2,291,000 | 1,156,000 | |
Unrecognized tax benefits, income tax penalties expense | 0 | 0 | |
Loss contingency, accruals | $ 0 | $ 0 | $ 0 |
Minimum | |||
Loss Contingencies [Line Items] | |||
Remaining lease term | 1 year 3 months | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Remaining lease term | 4 years 3 months 29 days |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Operating Lease Liability Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,677 |
2024 | 1,531 |
2025 | 563 |
2026 and thereafter | 664 |
Total lease payments | 4,435 |
Less: imputed interest | (47) |
Total lease liabilitiy | 4,388 |
Less: Lease liability, current portion | $ 1,585 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current |
Lease liability, noncurrent | $ 2,803 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 12 Months Ended | |||||||
Mar. 22, 2022 USD ($) | Dec. 31, 2021 USD ($) EarnoutPayment | Aug. 24, 2021 USD ($) shares | Feb. 29, 2020 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 12,666,000 | $ 0 | $ 117,268,000 | $ 12,666,000 | ||||
Amortization of intangible assets | 3,367,000 | 0 | $ 0 | |||||
Compensation expense | 13,716,000 | $ 8,131,000 | 1,759,000 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 0 | |||||||
Business acquisition, pro forma revenue | 170,173,000 | $ 119,310,000 | 57,574,000 | |||||
Shares converted into common stock upon business combination | shares | 4,123,000 | |||||||
Deferred tax liability | 2,000 | 228,000 | 2,000 | |||||
Income tax benefit | 5,388,000 | (115,000) | (149,000) | |||||
General and Administrative Expense | ||||||||
Business Acquisition [Line Items] | ||||||||
Compensation expense | 8,652,000 | 4,412,000 | 1,417,000 | |||||
Increase in fair value of earnout | 310,000 | |||||||
Zenith [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at acquisition | $ 6,909,000 | |||||||
Goodwill | 4,162,000 | |||||||
Compensation expense | $ 811,000 | 812,000 | 707,000 | |||||
Business combination, other non-recurring acquisition related costs | 21,000 | |||||||
Accounts receivable | 518,000 | |||||||
Promissory note consideration | 974,000 | |||||||
Stock consideration | $ 813,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 844,000 | 844,000 | 844,000 | |||||
Share based compensation arrangement vesting period | 3 years | |||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 3,353,000 | |||||||
Settlement of preexisting relationships | 1,158,000 | |||||||
Business acquisition, pro forma revenue | $ 2,026,000 | 2,565,000 | 2,259,000 | |||||
Business acquisition, pro forma net income (loss) | 218,000 | 819,000 | 420,000 | |||||
Business combination, consideration transferred | $ 9,854,000 | |||||||
Shares converted into common stock upon business combination | shares | 4,123 | |||||||
Zenith [Member] | General and Administrative Expense | ||||||||
Business Acquisition [Line Items] | ||||||||
Compensation expense | 811,000 | 812,000 | 707,000 | |||||
iQuue | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at acquisition | 6,192,000 | |||||||
Goodwill | 8,504,000 | 8,504,000 | 8,504,000 | |||||
Amortization of intangible assets | $ 562,000 | 0 | ||||||
Goodwill deductible income tax period | 15 years | |||||||
Intangible assets deductible income tax period | 15 years | |||||||
Compensation expense | $ 247,000 | 0 | ||||||
Cash and restricted cash consideration | 7,213,000 | |||||||
Estimated fair market value of contingent consideration | 5,230,000 | |||||||
Increase in fair value of earnout | 310,000 | |||||||
Fair value of earnout | $ 5,230,000 | 5,540,000 | 5,230,000 | |||||
Number of earnout payments | EarnoutPayment | 3 | |||||||
Net working capital adjustment | $ (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 | |||||
Business combination, consideration transferred | 12,951,000 | |||||||
iQuue | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 3,290,000 | 3,290,000 | ||||||
iQuue | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Amount agreed to pay to former shareholders | 742,000 | |||||||
iQuue | General and Administrative Expense | ||||||||
Business Acquisition [Line Items] | ||||||||
Compensation expense | 547,000 | 0 | ||||||
Business combination, other non-recurring acquisition related costs | 116,000 | 314,000 | ||||||
SightPlan | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at acquisition | $ 130,931,000 | 130,931,000 | ||||||
Goodwill | 104,601,000 | 104,601,000 | ||||||
Amortization of intangible assets | $ 2,806,000 | $ 0 | $ 0 | |||||
Equity interests purchased | 135,000,000 | |||||||
Intangible assets deductible income tax period | 15 years | |||||||
Compensation expense | $ 4,495,000 | |||||||
Cash and restricted cash consideration | 131,781,000 | |||||||
Net working capital adjustment | 127,000 | 127,000 | ||||||
Cash placed in escrow accounts | 850,000 | |||||||
Cash consideration distributed from escrow | 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 | $ 1,255,000 | 1,255,000 | ||||||
Gross amount due under contracts for accounts receivable expected to be collected | 1,284,000 | |||||||
Intangible assets | 30,900,000 | 30,900,000 | $ 30,900,000 | |||||
Business combination, post-closing downward adjustment | (127,000) | |||||||
Business combination, consideration transferred | 131,654,000 | |||||||
Decrease in goodwill | (3,839,000) | |||||||
Deferred tax liability | $ 5,947,000 | 557,000 | ||||||
Income tax benefit | 1,227,000 | |||||||
SightPlan | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 19,700,000 | |||||||
Increase in Intangible assets | 4,400,000 | |||||||
SightPlan | General and Administrative Expense | ||||||||
Business Acquisition [Line Items] | ||||||||
Compensation expense | 4,495,000 | |||||||
Business combination, other non-recurring acquisition related costs | $ 771,000 |
Acquisitions - Schedule of Tota
Acquisitions - Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date (Details) - USD ($) | 12 Months Ended | |||||
Mar. 22, 2022 | Dec. 31, 2021 | Feb. 29, 2020 | Dec. 31, 2022 | Mar. 31, 2022 | Aug. 24, 2021 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||
Deferred tax liability (Note 9) | $ 2,000 | $ 228,000 | ||||
Goodwill | 12,666,000 | 117,268,000 | $ 0 | |||
Zenith | ||||||
Consideration | ||||||
Cash paid at acquisition | $ 6,909,000 | |||||
Promissory Note Consideration | 974,000 | |||||
Stock Consideration | 813,000 | |||||
Settlement of Preexisting Relationships | 1,158,000 | |||||
Fair Value of Total Consideration Transferred | 9,854,000 | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||
Cash | 4,527,000 | |||||
Accounts receivable | 518,000 | |||||
Inventory | 692,000 | |||||
Prepaid expenses and other current assets | 632,000 | |||||
Property and equipment, net | 61,000 | |||||
Total identifiable assets acquired | 6,430,000 | |||||
Accounts payable | 490,000 | |||||
Accrued expenses and other liabilities | 248,000 | |||||
Total liabilities assumed | 738,000 | |||||
Total identifiable net assets | 5,692,000 | |||||
Goodwill | $ 4,162,000 | |||||
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 | |||||
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 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 | 130,931,000 | ||||
Cash consideration held in escrow | 850,000 | |||||
Net working capital adjustment | (127,000) | (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 | 1,255,000 | 1,255,000 | ||||
Intangible assets | 30,900,000 | 30,900,000 | $ 30,900,000 | |||
Other assets | 749,000 | |||||
Total identifiable assets acquired | 34,882,000 | |||||
Accounts payable | 6,000 | |||||
Deferred revenue | 885,000 | |||||
Accrued expenses and other liabilities | 735,000 | |||||
Deferred tax liability (Note 9) | 5,947,000 | 557,000 | ||||
Other long-term liabilities | 256,000 | |||||
Total liabilities assumed | 7,829,000 | |||||
Total identifiable net assets | 27,053,000 | |||||
Goodwill | $ 104,601,000 | $ 104,601,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Reconciles the Elements Of Acquisition to Consolidated Statement of Cash Flows (Details) - SightPlan - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 22, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Cash paid at acquisition | $ 130,931 | $ 130,931 |
Cash acquired | (1,978) | |
Cash consideration released from escrow | 850 | |
Net working capital adjustment | $ (127) | (127) |
Payment of acquisition consideration, net of cash acquired | $ 129,676 |
Acquisitions - Schedule of Re_2
Acquisitions - Schedule of Recorded Intangible Assets at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 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 | $ 30,900 | $ 30,900 | $ 30,900 | |
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 | $ 19,700 | |||
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | |||
Revenues | $ 170,173 | $ 119,310 | $ 57,574 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Nov. 01, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 0 | ||||
Restricted Stock Units | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement, options granted | 2,047,000 | ||||
Restricted Stock Units | 2021 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement, options granted | 72,000 | ||||
Subsequent Events | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Additional shares issuable | 1,985 | ||||
Shares purchased under ESPP | 176 | ||||
Subsequent Events | Restricted Stock Units | 2021 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement, options granted | 2,157,000 | ||||
Subsequent Events | Option | 2021 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 3,070,000 |