COVER
COVER | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | false |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001837014 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 430,841 | $ 38,618 |
Restricted cash, current portion | 1,268 | |
Accounts receivable, net | 45,486 | 20,787 |
Inventory | 33,208 | 17,628 |
Deferred cost of revenue, current portion | 7,835 | 6,782 |
Prepaid expenses and other current assets | 17,369 | 3,840 |
Total current assets | 536,007 | 87,655 |
Property and equipment, net | 1,874 | 847 |
Deferred cost of revenue | 18,334 | 10,072 |
Goodwill | 12,666 | 4,162 |
Other long-term assets | 10,802 | 1,113 |
Total assets | 579,683 | 103,849 |
Current liabilities | ||
Accounts payable | 6,149 | 2,275 |
Accrued expenses and other current liabilities | 22,234 | 9,555 |
Deferred revenue, current portion | 42,185 | 19,348 |
Current portion of long-term debt | 1,651 | |
Total current liabilities | 70,568 | 32,829 |
Long-term debt, net | 3,169 | |
Deferred revenue | 53,412 | 34,153 |
Other long-term liabilities | 6,201 | 516 |
Total liabilities | 130,181 | 70,667 |
Commitments and contingencies (Note 12) | ||
Convertible preferred stock, $0.0001 par value; 50,000 and 105,995 shares authorized as of December 31, 2021 and December 31, 2020; no shares of preferred stock issued and outstanding as of December 31, 2021; 104,822 shares issued and outstanding as of December 31, 2020 | 111,432 | |
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value; 500,000 and 140,595 shares authorized as of December 31, 2021 and December 31, 2020; 193,864 and 10,376 shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 19 | |
Additional paid-in capital | 604,077 | 4,157 |
Accumulated deficit | (154,603) | (82,642) |
Accumulated other comprehensive income | 9 | 235 |
Total stockholders' equity (deficit) | 449,502 | (78,250) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 579,683 | $ 103,849 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 50,000 | 105,995 |
Convertible preferred stock, issued | 0 | 104,822 |
Convertible preferred stock, outstanding | 0 | 104,822 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 500,000 | 140,595 |
Common stock, issued | 193,864 | 10,376 |
Common stock, shares | 193,864 | 10,376 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 110,637 | $ 52,534 |
Cost of revenue | ||
Total cost of revenue | 120,710 | 56,831 |
Operating expense | ||
Research and development | 21,572 | 9,406 |
Sales and marketing | 14,017 | 5,429 |
General and administrative | 25,990 | 16,584 |
Total operating expense | 61,579 | 31,419 |
Loss from operations | (71,652) | (35,716) |
Interest expense, net | (249) | (559) |
Other income (expense), net | 55 | (685) |
Loss before income taxes | (71,846) | (36,960) |
Provision for income taxes | 115 | 149 |
Net loss | (71,961) | (37,109) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (226) | 235 |
Comprehensive loss | $ (72,187) | $ (36,874) |
Net loss per common share | ||
Basic and diluted | $ (0.96) | $ (4.32) |
Weighted-average number of shares used in computing net loss per share | ||
Basic and diluted | 74,721 | 8,598 |
Hardware | ||
Revenue | ||
Total revenue | $ 69,629 | $ 31,978 |
Cost of revenue | ||
Total cost of revenue | 70,448 | 35,225 |
Professional Services | ||
Revenue | ||
Total revenue | 22,732 | 12,304 |
Cost of revenue | ||
Total cost of revenue | 38,189 | 16,176 |
Hosted Services | ||
Revenue | ||
Total revenue | 18,276 | 8,252 |
Cost of revenue | ||
Total cost of revenue | $ 12,073 | $ 5,430 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported [Member] | Convertible Preferred Stock | Convertible Preferred StockPreviously Reported [Member] | Common Stock | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated other comprehensive income |
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 | 74,159 | 15,181 | |||||||||
Balance at the beginning at Dec. 31, 2019 | $ 46,206 | $ 46,206 | |||||||||
Balance (in Shares) at Dec. 31, 2019 | 4,865 | 996 | |||||||||
Retroactive application of exchange ratio, Shares | 58,978 | 3,869 | |||||||||
Stock-based compensation | 1,759 | 1,759 | |||||||||
Stock-based compensation (in Shares) | 4,123 | ||||||||||
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 | ||||||||||
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 | ||||||||||
Issuance of common stock in connection with acquisition | 813 | 813 | |||||||||
Issuance of common stock in connection with acquisition (in Shares) | 1,373 | ||||||||||
Common stock warrants related to marketing expense | 481 | 481 | |||||||||
Exercise of warrants (in Shares) | 15 | ||||||||||
Net loss | (37,109) | (37,109) | |||||||||
Other comprehensive loss | 235 | $ 235 | |||||||||
Balance at Dec. 31, 2020 | $ (78,250) | 4,157 | (82,642) | 235 | |||||||
Balance (in Shares) at Dec. 31, 2020 | 104,822 | 104,822 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 111,432 | $ 111,432 | |||||||||
Balance (in Shares) at Dec. 31, 2020 | 10,376 | ||||||||||
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) | 121,226 | |||||||||
Reverse recapitalization, net of transaction costs | 444,647 | $ 6 | 444,641 | ||||||||
Reverse recapitalization, net of transaction costs, Shares | 59,657 | ||||||||||
Stock-based compensation | 8,131 | 8,131 | |||||||||
Redemption of warrants, Shares | 148 | ||||||||||
Issuance of Series C Convertible Preferred Stock (in Shares) | 16,404 | ||||||||||
Issuance of Series C Convertible Preferred Stock | $ 34,793 | ||||||||||
Common stock warrants issued to customers as consideration | 121 | 121 | |||||||||
Common stock warrants related to marketing expense | 810 | 810 | |||||||||
Exercise of warrants | 5 | 5 | |||||||||
Exercise of warrants (in Shares) | 2,457 | ||||||||||
Net loss | (71,961) | (71,961) | |||||||||
Other comprehensive loss | (226) | (226) | |||||||||
Balance at Dec. 31, 2021 | $ 449,502 | $ 19 | $ 604,077 | $ (154,603) | $ 9 | ||||||
Balance (in Shares) at Dec. 31, 2021 | 0 | ||||||||||
Balance at the end at Dec. 31, 2021 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 193,864 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (71,961) | $ (37,109) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 463 | 295 |
Amortization of debt discount | 14 | 8 |
Non-employee warrant expense | 931 | 481 |
Provision for warranty expense | 7,634 | 3,370 |
Loss on extinguishment of debt | 27 | 164 |
Non-cash lease expense | 621 | 461 |
Stock-based compensation related to acquisition | 812 | 707 |
Stock-based compensation | 7,319 | 1,052 |
Compensation expense related to acquisition | 3,353 | |
Non-cash interest expense | 11 | 100 |
Provision for excess and obsolete inventory | (39) | 778 |
Provision for doubtful accounts | 226 | 512 |
Change in operating assets and liabilities | ||
Accounts receivable | (23,969) | (13,526) |
Inventory | (15,778) | (11,090) |
Deferred cost of revenue | (9,315) | (8,584) |
Prepaid expenses and other assets | (11,284) | 1,014 |
Accounts payable | 3,811 | (72) |
Accrued expenses and other liabilities | 1,605 | (3,209) |
Deferred revenue | 38,945 | 32,841 |
Lease liabilities | (449) | (36) |
Net cash used in operating activities | (70,376) | (28,490) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,471) | (298) |
Payment for loan receivable | (2,000) | |
Net cash used in investing activities | (9,373) | (2,680) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds 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 | 5 | |
Proceeds from convertible notes | 50 | |
Convertible preferred stock issued | 35,000 | 57,500 |
Payments of convertible preferred stock transaction costs | (207) | (61) |
Proceeds from business combination and private offering | 500,628 | |
Payments of business combination and private offering transaction costs | (55,981) | |
Net cash provided by financing activities | 473,926 | 48,221 |
Effect of exchange rate changes on cash and cash equivalents | (191) | 143 |
Net increase in cash, cash equivalents, and restricted cash | 393,986 | 17,194 |
Cash, cash equivalents, and restricted cash - beginning of period | 38,618 | 21,424 |
Cash, cash equivalents, and restricted cash - end of period | 432,604 | 38,618 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 430,841 | 38,618 |
Restricted cash, current portion | 1,268 | |
Restricted cash, included in other long-term assets | 495 | |
Total cash, cash equivalents, and restricted cash | 432,604 | 38,618 |
Supplemental disclosure of cash flow information | ||
Interest paid | 254 | 459 |
Cash paid for income taxes | 14 | 83 |
Schedule of non-cash investing and financing activities | ||
Accrued property and equipment at period end | 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 [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition, net of cash acquired | $ (2,382) | |
iQuue [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition, net of cash acquired | $ (5,902) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS SmartRent, Inc., and its wholly owned subsidiaries, (collectively the “Company”) formerly known as Fifth Wall Acquisition Corp. I ( “ ” “ ” “ ” The Company is an enterprise software company that provides a fully integrated, brand-agnostic smart home operating system to residential property owners and operators, as well as homebuilders, “iBuyers,” developers, and residents. SmartRent’s solutions are designed to provide communities with visibility and control over assets while providing additional revenue opportunities through all-in-one The Business Combination The Company entered into the Merger Agreement in April 2021 and consummated the Business Combination in August 2021. Upon the closing of the Business Combination, Merger Sub merged with and into Legacy SmartRent, with Legacy SmartRent continuing as the surviving company and changing its name to “SmartRent Technologies, Inc.” In connection with the consummation of the Business Combination, the Company changed its name from “Fifth Wall Acquisition Corp. I” to “SmartRent, Inc.” and changed its trading symbol and securities exchange from “FWAA” on Nasdaq to “SMRT” on the NYSE. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 550,000 shares, of which 500,000 shares were designated common stock, $0.0001 par value per share, and of which 50,000 shares were designated preferred stock, $0.0001 par value per share. Upon consummation of the Business Combination, each share of Legacy SmartRent convertible preferred stock and common stock issued and outstanding was canceled and converted into the right to receive approximately 4.8846 shares (the “Exchange Ratio”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). Outstanding stock options and RSUs, whether vested or unvested, to purchase or receive shares of Legacy SmartRent common stock granted under the 2018 Stock Plan (see Note 8) converted into stock options and RSUs to purchase shares of the Company’s Common Stock upon the same terms and conditions that were in effect with respect to such stock options and RSUs immediately prior to the Business Combination, after giving effect to the Exchange Ratio. Outstanding warrants, whether vested or unvested, to purchase shares of Legacy SmartRent common stock (see Note 7) converted into warrants for shares of the Company’s Common Stock upon the same terms and conditions that were in effect with respect to such warrants immediately prior to the Business Combination, after giving effect to the Exchange Ratio. In connection with the Business Combination, • Holders of less than one thousand • 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 The Company accounted for this transaction as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, FWAA was treated as the “acquired” company for financial reporting purposes. See Note 2 “Significant Accounting Policies” for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy SmartRent issuing stock for the net assets of FWAA, accompanied by a recapitalization. The net assets of FWAA are stated at historical cost, with no goodwill or intangible assets recorded. Prior to the Business Combination, Legacy SmartRent and FWAA filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, SmartRent, Inc. will file a consolidated income tax return. For legal purposes, FWAA acquired Legacy SmartRent, and the transaction represents a reverse acquisition for federal income tax purposes—SmartRent Inc. will be 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. will include a full year period for Legacy SmartRent and stub-year for FWAA starting the day after the closing of the Business Combination. FWAA will file 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. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the period ended December 31, 2021: Cash—Trust and cash, net of redemptions $ 345,628 Cash—PIPE Investment 155,000 Gross proceeds from Business Combination 500,628 Less: transaction costs and advisory fees, paid (55,981 ) Reverse recapitalization, net of transaction costs 444,647 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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. Our financial statements have been prepared on a consolidated basis and as of December 31, 2021, and 2020 and for the years ended December 31, 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 The Company’s functional and reporting currency is United States Dollars (“USD”). The Company’s foreign subsidiary has a functional currency other than USD. Financial position and results of operations of the Company’s international subsidiaries are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company’s international subsidiaries statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the statement of operations. Liquidity The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. To date, the Company has been funded primarily by preferred stock financings, debt proceeds, and the business combination with FWAA. The Company received approximately $444,647 in cash proceeds, net of fees and transaction costs funded in connection with the August 24, 2021 Closing of the Business Combination, which included approximately $155,000 from the PIPE Investment. 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 COVID-19, stay-at-home The timing of customer orders and the Company’s ability to fulfill orders received was impacted by various COVID-19-related COVID-19. COVID-19 The impact of COVID-19 • The Company’s workforce Employee health and safety is a priority. In response to COVID-19, non-essential • Operations and supply chain The Company has experienced some production delays as a result of COVID-19, • Demand for the Company’s products The Company continues to engage with current and potential customers and 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 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 two-class two-class as-converted The Company’s participating securities included convertible preferred stock, as the holders were entitled to receive noncumulative dividends on a pari passu non-forfeitable 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 as-converted Cash and Cash Equivalents The Company considers financial instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at multiple financial institutions, and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. The Company believes any risks are mitigated through the size and security of the financial institution at which our cash balances are held. Restricted Cash The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current non-current Loans Receivable, net The Company records its investments in loans receivable at cost, net of any discounts, to other assets on the Consolidated Balance Sheets. Loan discounts are amortized over the life of the loan to interest income on the Consolidated Statement of Operations. 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 Significant Customers A significant customer represents 10% or more of the Company’s total revenue or net accounts receivable balance at each respective Consolidated Balance Sheet date. The significant customers of the Company are also limited partners of an investor in the Company with approximately 22% and 32% ownership as of December 31, 2021 and 2020, respectively. The investor does not exert control or influence on these limited partners and, as such these limited partners do not meet the definition of related parties of the Company. Revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable for each significant customer follows. Accounts Receivable Revenue As of For the years ended December 31, December 31, December 31, December 31, Customer A * 34 % 12 % 28 % Customer B * * 12 % * Customer C 15 % * * 23 % Customer D * 17 % * * Customer E * 31 % * * * 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 Goodwill Goodwill represents the excess of cost over net assets of the business combinations that was completed during the years ended December 31, 2021, and 2020 (see Note 12). The Company tests for potential impairment of goodwill on an annual basis in November by determining if the carrying value is less than the fair value. The Company will conduct additional tests between annual tests if there are indications of potential goodwill impairment. Qualitative factors are considered first to determine if performing a quantitative test is necessary. No goodwill impairment was recorded during the years ended December 31, 2021, and 2020. Intangible Assets The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of the iQuue acquisition. The estimated useful life of the customer relationships and developed technology is 13 years and 1 year, respectively. Intangible assets are amortized on a straight-line basis based on their estimated useful lives. Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation and amortization. Costs of improvements that extend the economic life or improve service potential are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Repairs and maintenance expense for the years ended December 31, 2021 and 2020 was $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. Computer hardware and software 5 years Furniture and fixtures 7 years Warehouse equipment 15 years 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, 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 non-lease 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, 2021, and 2020 warranty expense included in cost of revenue was $8,305 and $3,694, respectively. As of December 31, 2021, and 2020, the Company’s warranty allowance was $6,106 and $3,336, 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 of these batteries acquired from one supplier from previously deployed hardware devices. The result of this decision to replace all of the batteries acquired from one supplier increased the Company’s provision for warranty allowance by $6,430. As of December 31, 2021, and 2020, $4,732 and $3,166, 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, 2021 2020 Warranty reserve beginning balance $ 3,336 $ — Warranty accrual for battery deficiencies 6,430 3,200 Warranty accrual for completed projects 1,204 170 Warranty settlements (4,864 ) (34 ) Warranty reserve ending balance $ 6,106 $ 3,336 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 year ended December 31, 2021 or year ended December 31, 2020. 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 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 year ended December 31, 2021 or year ended December 31, 2020, respectively. The carrying amounts of the Company’s accounts receivable, accounts payable and accrued and other liabilities approximate their fair values due to their short maturities. Revenue Recognition The Company derives its revenue primarily from sales of systems that consist of hardware devices, professional services and hosted services to assist property owners and property managers with visibility and control over assets, while providing all-in-one The Company may enter into contracts that contain multiple distinct performance obligations. The transaction price for a typical arrangement includes the price for: smart home hardware devices, which devices currently consist of door-locks, thermostats, sensors and light switches; a hub device, represented by either the Alloy Fusion or the Alloy SmartHub; professional services; and, a subscription for use of our proprietary software. The Company considers delivery for each of the hardware, professional services and the combination of the hardware Alloy SmartHub device with proprietary software (the “hosted services”) to be separate performance obligations. The hardware Alloy SmartHub device and the software subscription are not sold separately. The hardware performance obligation includes the delivery of smart home hardware devices and the Alloy Fusion device, which provides features that function independently without subscription to the Company’s proprietary software. The professional services performance obligation includes the services to install the hardware. The hosted services performance obligation provides a subscription that allows the customer access to software during the contracted-use For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the device or service separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. The Company then allocates the transaction price among those obligations based on the estimation of the standalone selling price. Payments are received by the Company by credit card, check or automated clearing house (“ACH”) payments and payment terms are determined by individual contracts and generally range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue. We have elected the following practical expedients following the adoption of ASC 606: • Shipping and handling costs: the Company elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service. Amounts billed for shipping and handling fees are recorded as revenue. • Sales tax collected from customers: the Company elected to exclude from the measurement of transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer. • Measurement of the transaction price: the Company applies the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. The Company only applies these steps when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to a customer. • Significant financing component: the Company elected not to adjust the promised amount of consideration for the effects of a significant financing component when the period between the transfer of promised goods or services and when the customer pays for the goods or services will be one year or less. Timing of Revenue Recognition is as follows. • Hardware Revenue Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices currently consist of door-locks, thermostats, sensors, and light switches. These smart home devices connect to either the Alloy Fusion or the Alloy SmartHub. The performance obligation for hardware revenue is considered satisfied, and revenue is recognized at a point in time, when the hardware device is shipped to the customer, except for the Alloy SmartHub, which is discussed in “Hosted Services Revenue” below. The Alloy Fusion device provides features that function independently without subscription to our proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the Alloy Fusion hub is shipped to the customer. The Company generally provides a one-year • Professional Services Revenue Professional services revenue results from installing smart home hardware devices, which does not result in significant customization of the product and is generally performed over a period from two to four weeks. Installations can be performed by the Company’s employees, contracted out to a third-party with the Company’s employees managing the engagement, or the customer can perform the installation themselves. The Company’s professional services contracts are generally arranged on a fixed price basis and revenue is recognized over the period in which the installations are completed. • Hosted Services Revenue Hosted services revenue consists of recurring monthly subscription revenue generated from fees that provide customers’ access to one or more of the Company’s proprietary software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms typically ranging from one-month The Company also sells the Alloy SmartHub hardware hub device. The Alloy SmartHub device functions only with the subscription to the Company’s proprietary software applications and related hosting services and is sold only on an integrated basis with the subscription to the software. The Company considers the Alloy SmartHub device and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for the hub devices. The Alloy Fusion device operates together with the proprietary software, but also provides features that function independently without subscription to the Company’s proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recorded at the point in time when the Alloy Fusion hub is shipped to the customer. When a hub device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years. Cost of Revenue Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement. • Hardware Cost of hardware revenue consists primarily of direct costs of proprietary products, hardware devices, supplies purchased from third-party providers, and shipping costs together with, indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use • Professional Services Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with the installation of products and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents. • Hosted Services Cost of hosted services revenue consists primarily of the amortization of the direct costs of the hardware hub device consistent with the revenue recognition period noted above in Hosted Services Revenue and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement. Deferred Cost of Revenue Deferred cost of revenue includes all direct costs included in cost of revenue for hosted services and the hub device that have been deferred to future periods. Research and Development These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings and are expensed as incurred. Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $801 and $663 of advertising expenses for the years ended December 31, 2021, and 2020, respectively. Segments The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s principal operations are in the United States and the Company’s long-lived assets are located primarily within the United States. The Company held $8,629 and $7,941 of assets outside the United States at December 31, 2021, and 2020, respectively. Recent Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, 2016-13 In December 2019, the FASB issued ASU No. 2019-12, ” |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Instruments | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 As of December 31, 2020 Assets on the Consolidated Carrying Unrealized Fair Carrying Unrealized Fair Cash and cash equivalents Level 1 $ 430,841 $ — $ 430,841 38,618 $ — $ 38,618 Restricted cash Level 1 1,763 — 1,763 — — — Total $ 432,604 $ — $ 432,604 $ 38,618 $ — $ 38,618 As of December 31, As of December 31, Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Term loan Level 2 $ — $ — $ 4,820 $ 4,913 Earnout payment Level 3 5,230 5,230 — — Total liabilities $ 5,230 $ 5,230 $ 4,820 $ 4,913 (1) The carrying values are shown inclusive of discounts and other offsets. The fair values of the revolving line of credit and term loan, which are classified as Level 2 in the fair value hierarchy, are estimated using a discounted cash flow methodology based on market interest rate data and other market factors available at the end of the period. The input used to develop our fair value measurements as of December 31, 2020 was an effective interest rate of five percent. The Company had no outstanding balances on the revolving line of credit as of December 31, 2021, and December 31, 2020. Earnout payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company’s Level 3 liabilities for the year ended December 31, 2021 are as follows. December 31, 2021 Balance at beginning of period $ — Fair value of earnout payment recorded in connection with iQuue acquisition 5,230 Change in fair value of earnout — Balance at end of period $ 5,230 The fair value of the earnout payment is measured on a recurring basis at each reporting date. The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the earnout payment as of December 31, 2021. December 31, 2021 Discount Rate 3.50 % Volatility 24.80 % See Note 13 for more information regarding the earnout payment. |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Revenue | NOTE 4. REVENUE AND DEFERRED REVENUE Disaggregation of Revenue In the following tables, revenue is disaggregated by primary geographical market and type of revenue. For the years ended 2021 2020 Revenue by geography United States $ 108,072 $ 50,275 International 2,565 2,259 Total revenue $ 110,637 $ 52,534 For the years ended 2021 2020 Revenue by type Hardware $ 69,629 $ 31,978 Professional services 22,732 12,304 Hosted services 18,276 8,252 Total revenue $ 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 the hardware hub device are recorded as deferred revenue and recognized over the average in-service For the years ended 2021 2020 Deferred revenue balance as of January 1 $ 53,501 $ 19,083 Revenue recognized from balance of deferred revenue at the beginning of the period (11,764 ) (4,226 ) Revenue deferred during the period 85,153 50,939 Revenue recognized from revenue originated and deferred during the period (31,293 ) (12,295 ) Deferred revenue balance as of December 31 $ 95,597 $ 53,501 As of December 31, 2021, the Company expects to recognize 44% of its total deferred revenue within the next 12 months, 31% of its total deferred revenue between 13 and 36 37 and 60 months beyond five years Deferred cost of revenue includes all direct costs included in cost of revenue that have been deferred to future periods. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Information | NOTE 5. OTHER BALANCE SHEET INFORMATION Inventory consisted of the following. December 31, 2021 December 31, 2020 Finished Goods $ 33,007 $ 17,628 Raw Materials 201 — Total inventory $ 33,208 $ 17,628 Prepaid expenses and other current assets consisted of the following. December 31, 2021 December 31, 2020 Prepaid expenses $ 15,084 $ 3,276 Other current assets 2,285 564 Total prepaid expenses and other current assets $ 17,369 $ 3,840 Property and equipment, net consisted of the following. December 31, 2021 December 31, 2020 Computer hardware and software $ 1,768 $ 868 Warehouse and other equipment 461 124 Leasehold improvements 284 103 Furniture and fixtures 161 109 Property and equipment, gross 2,674 1,204 Less: Accumulated depreciation and amortization (800 ) (357 ) Total property and equipment, net $ 1,874 $ 847 Other long-term assets consisted of the following. December 31, 2021 December 31, 2020 Intangible assets $ 3,590 $ — Operating lease—ROU asset, net 2,927 920 Restricted cash, long-term portion 495 — Other long-term assets 3,790 193 Total other long-term assets $ 10,802 $ 1,113 Accrued expenses and other current liabilities consisted of the following. December 31, 2021 December 31, 2020 Accrued compensation costs $ 6,588 $ 3,234 Warranty allowance 6,106 3,336 Accrued expenses 4,559 764 Other 4,981 2,221 Total accrued expenses and other current liabilities $ 22,234 $ 9,555 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
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 includes a letter of credit sub-facility sub-facility Interest rates for draws upon the Senior Revolving Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus an applicable margin, subject to a floor of 0.00%. For ABR Loans, the interest rate is based upon the highest of the Prime Rate, Federal Funds Effective Rate plus an applicable margin, or 3.25%. As of December 31, 2021, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 0.10% and 0.50%, respectively. In addition to paying interest on the outstanding principal balance under the Senior Revolving Facility, the Company is required to pay a facility fee to the lender in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Senior Revolving Facility and is one fourth of one percent (0.25%) per annum based on the unused facility amount. The Senior Revolving Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, the Company’s ability to (i) engage in certain mergers or consolidations, (ii) sell, lease or transfer all or substantially all of the Company’s assets, (iii) engage in certain transactions with affiliates, (iv) make changes in the nature of the Company’s business and our subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu 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, 2021, 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, 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 Convertible Note In February 2020, Legacy SmartRent issued a $50 principal, 5% per annum subordinated convertible note pursuant to a note purchase agreement (the “February 2020 Convertible Note”). Interest on the February 2020 Convertible Note accrued at the coupon rate, compounded annually. In December 2019, Legacy SmartRent issued a $7,500 principal amount, 5% per annum subordinated convertible note pursuant to a note purchase agreement (the “December 2019 Convertible Note”). Interest on the December 2019 Convertible Note accrued at the coupon rate, compounded annually. Conversion of Convertible Notes In March 2020, in conjunction with the Series C-1 C-1 C-1 |
Convertible Preferred Stock and
Convertible Preferred Stock and Equity | 12 Months Ended |
Dec. 31, 2021 | |
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, C-1 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; March 2021 C 8,874 8,874 $ 10.4236 92,468 24,816 24,816 $ 146,076 The original issuance price per share of the Company’s authorized, issued and outstanding preferred stock follows as of December 31, 2020. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020 C 5,756 5,516 $ 10.4236 57,500 21,698 21,458 $ 111,108 Upon the closing of the Business Combination, 24,816 outstanding shares of preferred stock were converted into 121,214 shares of Common Stock at the Exchange Ratio of 4.8846. During the 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. During the year ended December 31, 2020, Legacy SmartRent issued 5,516 shares of Series C preferred stock through three tranches that closed in March, April and May 2020. The Series C preferred stock was issued in exchange for $57,500 gross cash proceeds. Expenses in connection with the issuance of the Series C preferred stock were $61, resulting in net cash proceeds of $57,439. During the year ended December 31, 2020, the Company also issued 761 shares of Series C-1 In March 2018, in connection with Legacy SmartRent’s conversion from a limited liability company to corporation, the founders of Legacy SmartRent exchanged their member interests for aggregate total of 1,800 shares of common stock and 4,252 shares of Series Seed preferred stock. After conversion to a corporation in March 2018, in connection with the Series Seed preferred stock financing, Legacy SmartRent and its Chief Executive Officer (“CEO”) entered into a stock restriction agreement, whereby certain restrictions and vesting conditions were placed on 1,080 of the CEO’s common stock shares to vest in 30 equal monthly installments, on each monthly anniversary from the effective date of the stock restriction agreement. As of December 31, 2020, no amounts related to this agreement remained unamortized. As of December 31, 2020, the CEO owned 996 shares of common stock related to this transaction which were vested and owned outright. As part of the Business Combination on August 24, 2021, these shares converted to 4,865 shares of Common Stock using the Exchange Ratio of 4.88 46 Warrants In February 2021, Legacy SmartRent issued 750 warrants to purchase Legacy SmartRent’s common stock as consideration to certain customers. The warrants are exercisable upon issuance until their expiration in February 2031 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 non-assessable paid-in-capital. 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 The holder of the warrants, together with any successor or permitted assignee or transferee, was entitled to purchase 33 fully paid and non-assessable 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 paid-in-capital. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 are presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2019 1,567 $ 2.30 9.64 $ — Retroactive application of Exchange Ratio 5,529 December 31, 2019, as adjusted 7,096 $ 0.47 $ — Granted 5,046 Cancelled (1,685 ) December 31, 2020 10,457 $ 0.51 8.96 $ — Granted — Cancelled — December 31, 2021 10,457 $ 0.51 7.96 $ — Vested options as of December 31, 2021 8,117 $ 0.48 7.76 $ — Amendment to the 2018 Stock Plan In April 2021, the board of directors of Legacy SmartRent executed a unanimous written consent to provide an additional incentive to certain employees of Legacy SmartRent by amending the 2018 Stock Plan to allow for the issuance of RSUs and granted a total of 1,533 RSUs to certain employees which vest over four years. The estimated fair value for each RSU issued was approximately $21.55 per share and the total stock-based compensation expense to be amortized over the vesting period is $33,033. As part of the Business Combination on August 24, 2021 these RSUs were assumed by the Company and converted to 7,489 RSUs at a per share fair value of $4.41 pursuant to the Exchange Ratio and remain outstanding as of December 31, 2021. The outstanding RSUs also contain a liquidity event vesting condition which was satisfied upon closing of the Business Combination. Accordingly, the Company recognized a one-time catch-up 2021 Equity Incentive Plan In connection with the Business Combination, the board of directors approved and implemented the SmartRent, Inc. 2021 Equity Incentive Plan. The purpose of the 2021 Plan is to enhance our ability to attract, retain and motivate persons who make, or are expected to make, important contributions to the Company by providing these individuals with equity ownership opportunities and equity-linked compensation opportunities. The 2021 Plan authorizes the compensation committee to provide incentive compensation in the form of stock options, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2021 Plan, the Company is authorized to issue up to 15,500 7,489 354 12.10 Non-employee one year three years four-year 72 12.10 four years 6,413 no The following table summarizes activity related to the RSUs: Restricted Stock Units Number of Weighted December 31, 2020 — $ — Granted—pre-merger, 7,489 $ 4.41 Granted—post-merger 426 $ 12.10 Cancelled (244 ) $ 4.41 December 31, 2021 7,671 $ 4.98 Employee Stock Purchase Plan The Company has the ability to initially issue up to 2,000,000 1 2,000,000 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, 2020. There were no December 31, 2020 Risk free interest 0.99 % Dividend yield 0.00 % Expected volatility 103.59 % Expected life (years) 6.11 Expected life Risk-Free Interest Rate zero Expected Volatility Dividend Yield zero The Company recorded stock-based compensation expense as follows. For the years ended 2021 2020 Research and development $ 2,340 $ 256 Sales and marketing 1,379 86 General and administrative 4,412 1,417 Total $ 8,131 $ 1,759 During the year ended December 31, 2021, stock-based compensation expense of $ 812 844 707 During the year ended December 31, 2021, stock-based compensation expense of $ 906 728 During the year ended December 31, 2020, stock-based compensation in the amount of $324 was recognized in connection with the vesting of common stock that had been converted from Series Seed preferred shares and was recorded as a component of general and administrative expense. These shares were fully vested at December 31, 2020 and no expense was recognized during the year ended December 31, 2021 in connection with these shares. During the year ended December 31, 2021, stock-based compensation expense of $6,413 was recognized in connection with the vesting of RSUs. During the year ended December 31, 2020, there was no stock-based compensation expense related to the RSUs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES The Company’s provision for income taxes consisted of the following. Year Ended December 31, Income Tax Provision 2021 2020 Federal $ — $ — Foreign 133 128 State and local — — Current provision 133 128 Federal — — Foreign (18 ) 21 State and local — — Deferred (benefit) provision (18 ) 21 Provision for income taxes $ 115 $ 149 The following table presents a reconciliation of the Company’s effective tax rates for the periods indicated. Year Ended December 31, Rate Reconciliation 2021 2020 U.S. statutory rate 21.0 % 21.0 % State rate net of fed benefit 8.1 % 5.0 % Change in valuation allowance (33.8 %) (25.0 %) SPAC transaction costs 3.7 % 0.0 % Permanent adjustments (0.6 %) (1.0 %) Other 1.4 % 0.0 % Effective Tax Rate (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. As of December 31, Tax Effects of Temporary Differences 2021 2020 Attributes Deferred tax asset Federal NOLs $ 27,815 $ 10,403 State NOLs 8,206 2,584 Deferred revenue 9,408 8,940 Other deferred tax assets 5,669 1,879 Total deferred tax assets 51,098 23,806 Less: Valuation allowance (43,175 ) (18,832 ) Total net deferred tax asset $ 7,923 $ 4,974 IRC 481(a) Adjustment (209 ) (2,784 ) Deferred costs of revenue (6,576 ) (1,775 ) Other deferred tax liabilities (1,140 ) (435 ) Total deferred tax liabilities (7,925 ) (4,994 ) Net deferred tax asset $ (2 ) $ (20 ) 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 As of December 31, 2021, the Company has gross The Tax Reform Act of 1986 (the “Act”) provides for a limitation on the annual use of net operating loss carryforwards following certain ownership changes (as defined by the Act and codified under IRC Section 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 files income tax returns in the U.S. federal and various state jurisdictions, as well as in Croatia. 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. The Company is subject to Croatian income tax examinations for all tax years beginning in 2017. 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, 2021 and 2020 is as follows (in thousands): For the years ended 2021 2020 Unrecognized tax benefits - January 1 $ — $ — Gross increases - tax positions in prior period 6,961 — Gross decreases - tax positions in prior period — — Gross increases - tax positions in current period 1,796 — Settlement — — Lapse of statute of limitations — — Unrecognized tax benefits - December 31 $ 8,757 $ — The total balance of unrecognized tax benefits as of December 31, 2021 would not impact the effective tax rate if recognized, as the Company is in a full valuation allowance and the unrecognized tax benefit is a deferred tax asset. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. The Company has not accrued penalties and interest as of December 31, 2021. 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, 2021 | |
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 For the years ended 2021 2020 Convertible preferred stock — 104,821 Common stock options and restricted stock units 18,370 11,019 Common stock warrants 4,601 161 Shares subject to repurchase 2,748 4,123 Total 25,720 120,123 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 11. RELATED-PARTY TRANSACTIONS During the year ended December 31, 2021, the Company incurred marketing expense of $810 included in sales and marketing expense in connection with the vesting of warrants held by an investor. During the year ended December 31, 2020, $481 are included in sales and marketing expense in connection with the vesting of warrants held by an investor. The Company incurred consulting expense of $110 included in research and development expenses for the year ended December 31, 2021 related to services provided by companies in which two of the Company’s executives have control or significant influence. During the year ended December 31, 2020, the Company incurred consulting expenses from these companies of $39. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 11 months to 3.25 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 year ended December 31, 2021, the Company obtained $3,007 of ROU assets 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 5.47% at December 31, 2021. The weighted-average lease term was 2.8 years and 2.1 years at December 31, 2021 and 2020, respectively. During the years ended, and as of December 31, 2021, and 2020, the Company had no finance leases. During the years ended December 31, 2021 and 2020, the Company incurred rent and other related occupancy expenses of $683 and $542, respectively. Included in these amounts are $77 and $35 of variable rent expense, respectively, 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 Annual base rental commitments associated with these leases, excluding operating expense reimbursements, month-to-month follows. Operating Leases 2022 $ 1,318 2023 1,054 2024 1,004 2025 and thereafter 86 Total lease payments 3,462 Less: imputed interest (262 ) Total lease liability 3,200 Less: Lease liability, current portio 1,094 Lease liability, noncurren $ 2,106 The Company had $2,927 and $920 of ROU Cash paid for amounts included in the measurement of operating lease liabilities was $ and $ for the years ended December 31, 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 $1,156 and $1,282 as of December 31, 2021 and December 31, 2020, respectively, which includes estimated penalties and interest of $145 at December 31, 2020. 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, 2021. Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of our business. Liabilities are accrued when it is believed that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the potential loss. The Company does not believe that the outcome of these proceedings or matters will have a material effect on the consolidated financial statements. The Company entered into an agreement with a supplier in April 2020, as further amended in March 2021, to purchase minimum volumes of certain products through August 2022. Due to significant failure rates and other defects, the Company ceased ordering product from this supplier as of December 2020. Despite the Company’s requests, the supplier indicated they are not willing to refund the Company for the malfunctioning products previously purchased, and therefore, the Company filed a complaint against the supplier on March 22, 2022 in the Superior Court for the State of California, County of Santa Clara. The Company does not believe it has any further commitment to the supplier. The Company regularly reviews outstanding legal claims, actions and enforcement matters, if any exist, to determine if accruals for expected negative outcomes of such matters are probable and can be reasonably estimated. The Company evaluates any such outstanding matters based on management’s best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss contingencies will not need to be adjusted in the future. The amount of such adjustment could significantly exceed the accruals the Company has recorded. The Company had no such accruals for all such matters as of December 31, 2021 and 2020. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 13. ACQUISITIONS 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 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 $502 and $707 of stock-based compensation expense during the years ended December 31, 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 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, 2021, and other financial statements presented herein for the year ended December 31, 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 $2,565 and $2,259 for the years ended December 31, 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 $819 and $420 for the years ended December 31, 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. 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 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 Networking 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, 2021, the current escrow deposits are classified as “Restricted cash, current portion” in the Consolidated Balance Sheets. The Company determines current or non-current 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 in other income (expense), net within the Consolidated Statement of Operations and Comprehensive Loss. The Company believes 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. 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 will be 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 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 $314 of acquisition related costs that were expensed during the year ended December 31, 2021 and are included in general and administrative expenses. The fair value of the assets acquired includes accounts receivable of $721. The gross amount due under contracts for accounts receivable is $721, 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 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 not deductible for income tax purposes. The Company recorded intangible assets at their fair value, which consisted of the following. Estimated December 31, 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. The Company’s consolidated balance sheet for the year ended December 31, 2021, and other financial statements presented herein for the year ended December 31, 2021 and 2020 include the results of operations of iQuue since the acquisition date. Revenue and net income related to iQuue and included in amounts presented on the Company’s Consolidated Statement of Operations and Comprehensive Loss are not material for the year ended December 31, 2021. 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, 2021 | |
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, 2021 and through March 31, 2022, the date these financial statements were issued, for potential recognition or disclosure and has determined that there are no additional items to disclose except as disclosed below. In January 2022, the Board of Directors approved 1,521 RSUs and 175 Option awards to certain employees under the 2021 Incentive Stock Plan. In January 2022, employees enrolled in the Company’s ESPP purchased 75 shares of the Company’s Class A Common Stock. In March 2022, The Company entered into a definitive Agreement and Plan of Merger to acquire all of the outstanding equity interests of SightPlan for $135 million in cash, subject to certain adjustments. SightPlan provides a real estate operating platform that offers automated answering, resident engagement, field service and maintenance management, inspections management, and due diligence and audit management to real estate owners and managers. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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. Our financial statements have been prepared on a consolidated basis and as of December 31, 2021, and 2020 and for the years ended December 31, 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 The Company’s functional and reporting currency is United States Dollars (“USD”). The Company’s foreign subsidiary has a functional currency other than USD. Financial position and results of operations of the Company’s international subsidiaries are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company’s international subsidiaries statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the statement of operations. |
Liquidity | Liquidity The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. To date, the Company has been funded primarily by preferred stock financings, debt proceeds, and the business combination with FWAA. The Company received approximately $444,647 in cash proceeds, net of fees and transaction costs funded in connection with the August 24, 2021 Closing of the Business Combination, which included approximately $155,000 from the PIPE Investment. 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 COVID-19, stay-at-home The timing of customer orders and the Company’s ability to fulfill orders received was impacted by various COVID-19-related COVID-19. COVID-19 The impact of COVID-19 • The Company’s workforce Employee health and safety is a priority. In response to COVID-19, non-essential • Operations and supply chain The Company has experienced some production delays as a result of COVID-19, • Demand for the Company’s products The Company continues to engage with current and potential customers and 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 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 two-class two-class as-converted The Company’s participating securities included convertible preferred stock, as the holders were entitled to receive noncumulative dividends on a pari passu non-forfeitable 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 as-converted |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers financial instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at multiple financial institutions, and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. The Company believes any risks are mitigated through the size and security of the financial institution at which our cash balances are held. |
Restricted Cash | Restricted Cash The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports the current portion of restricted cash as a separate item in the Consolidated Balance Sheets and the non-current non-current |
Loans Receivable, Net | Loans Receivable, net The Company records its investments in loans receivable at cost, net of any discounts, to other assets on the Consolidated Balance Sheets. Loan discounts are amortized over the life of the loan to interest income on the Consolidated Statement of Operations. |
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 |
Significant Customers | Significant Customers A significant customer represents 10% or more of the Company’s total revenue or net accounts receivable balance at each respective Consolidated Balance Sheet date. The significant customers of the Company are also limited partners of an investor in the Company with approximately 22% and 32% ownership as of December 31, 2021 and 2020, respectively. The investor does not exert control or influence on these limited partners and, as such these limited partners do not meet the definition of related parties of the Company. Revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable for each significant customer follows. Accounts Receivable Revenue As of For the years ended December 31, December 31, December 31, December 31, Customer A * 34 % 12 % 28 % Customer B * * 12 % * Customer C 15 % * * 23 % Customer D * 17 % * * Customer E * 31 % * * * 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 |
Goodwill | Goodwill Goodwill represents the excess of cost over net assets of the business combinations that was completed during the years ended December 31, 2021, and 2020 (see Note 12). The Company tests for potential impairment of goodwill on an annual basis in November by determining if the carrying value is less than the fair value. The Company will conduct additional tests between annual tests if there are indications of potential goodwill impairment. Qualitative factors are considered first to determine if performing a quantitative test is necessary. No goodwill impairment was recorded during the years ended December 31, 2021, and 2020. |
Intangible Assets | Intangible Assets The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of the iQuue acquisition. The estimated useful life of the customer relationships and developed technology is 13 years and 1 year, respectively. Intangible assets are amortized on a straight-line basis based on their estimated useful lives. |
Property and Equipment, net | Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation and amortization. Costs of improvements that extend the economic life or improve service potential are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Repairs and maintenance expense for the years ended December 31, 2021 and 2020 was $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. Computer hardware and software 5 years Furniture and fixtures 7 years Warehouse equipment 15 years 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, 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 non-lease |
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, 2021, and 2020 warranty expense included in cost of revenue was $8,305 and $3,694, respectively. As of December 31, 2021, and 2020, the Company’s warranty allowance was $6,106 and $3,336, 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 of these batteries acquired from one supplier from previously deployed hardware devices. The result of this decision to replace all of the batteries acquired from one supplier increased the Company’s provision for warranty allowance by $6,430. As of December 31, 2021, and 2020, $4,732 and $3,166, 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, 2021 2020 Warranty reserve beginning balance $ 3,336 $ — Warranty accrual for battery deficiencies 6,430 3,200 Warranty accrual for completed projects 1,204 170 Warranty settlements (4,864 ) (34 ) Warranty reserve ending balance $ 6,106 $ 3,336 |
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 year ended December 31, 2021 or year ended December 31, 2020. 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 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 year ended December 31, 2021 or year ended December 31, 2020, respectively. The carrying amounts of the Company’s accounts receivable, accounts payable and accrued and other liabilities approximate their fair values due to their short maturities. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily from sales of systems that consist of hardware devices, professional services and hosted services to assist property owners and property managers with visibility and control over assets, while providing all-in-one The Company may enter into contracts that contain multiple distinct performance obligations. The transaction price for a typical arrangement includes the price for: smart home hardware devices, which devices currently consist of door-locks, thermostats, sensors and light switches; a hub device, represented by either the Alloy Fusion or the Alloy SmartHub; professional services; and, a subscription for use of our proprietary software. The Company considers delivery for each of the hardware, professional services and the combination of the hardware Alloy SmartHub device with proprietary software (the “hosted services”) to be separate performance obligations. The hardware Alloy SmartHub device and the software subscription are not sold separately. The hardware performance obligation includes the delivery of smart home hardware devices and the Alloy Fusion device, which provides features that function independently without subscription to the Company’s proprietary software. The professional services performance obligation includes the services to install the hardware. The hosted services performance obligation provides a subscription that allows the customer access to software during the contracted-use For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the device or service separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. The Company then allocates the transaction price among those obligations based on the estimation of the standalone selling price. Payments are received by the Company by credit card, check or automated clearing house (“ACH”) payments and payment terms are determined by individual contracts and generally range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue. We have elected the following practical expedients following the adoption of ASC 606: • Shipping and handling costs: the Company elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service. Amounts billed for shipping and handling fees are recorded as revenue. • Sales tax collected from customers: the Company elected to exclude from the measurement of transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer. • Measurement of the transaction price: the Company applies the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. The Company only applies these steps when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to a customer. • Significant financing component: the Company elected not to adjust the promised amount of consideration for the effects of a significant financing component when the period between the transfer of promised goods or services and when the customer pays for the goods or services will be one year or less. Timing of Revenue Recognition is as follows. • Hardware Revenue Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices currently consist of door-locks, thermostats, sensors, and light switches. These smart home devices connect to either the Alloy Fusion or the Alloy SmartHub. The performance obligation for hardware revenue is considered satisfied, and revenue is recognized at a point in time, when the hardware device is shipped to the customer, except for the Alloy SmartHub, which is discussed in “Hosted Services Revenue” below. The Alloy Fusion device provides features that function independently without subscription to our proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the Alloy Fusion hub is shipped to the customer. The Company generally provides a one-year • Professional Services Revenue Professional services revenue results from installing smart home hardware devices, which does not result in significant customization of the product and is generally performed over a period from two to four weeks. Installations can be performed by the Company’s employees, contracted out to a third-party with the Company’s employees managing the engagement, or the customer can perform the installation themselves. The Company’s professional services contracts are generally arranged on a fixed price basis and revenue is recognized over the period in which the installations are completed. • Hosted Services Revenue Hosted services revenue consists of recurring monthly subscription revenue generated from fees that provide customers’ access to one or more of the Company’s proprietary software applications including access controls, asset monitoring and related services. These subscription arrangements have contractual terms typically ranging from one-month The Company also sells the Alloy SmartHub hardware hub device. The Alloy SmartHub device functions only with the subscription to the Company’s proprietary software applications and related hosting services and is sold only on an integrated basis with the subscription to the software. The Company considers the Alloy SmartHub device and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for the hub devices. The Alloy Fusion device operates together with the proprietary software, but also provides features that function independently without subscription to the Company’s proprietary software, and the performance obligation for hardware revenue is considered satisfied and revenue is recorded at the point in time when the Alloy Fusion hub is shipped to the customer. When a hub device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement. • Hardware Cost of hardware revenue consists primarily of direct costs of proprietary products, hardware devices, supplies purchased from third-party providers, and shipping costs together with, indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use • Professional Services Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with the installation of products and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents. • Hosted Services Cost of hosted services revenue consists primarily of the amortization of the direct costs of the hardware hub device consistent with the revenue recognition period noted above in Hosted Services Revenue and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement. |
Deferred Cost of Revenue | Deferred Cost of Revenue Deferred cost of revenue includes all direct costs included in cost of revenue for hosted services and the hub device that have been deferred to future periods. |
Research and Development | Research and Development These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings and are expensed as incurred. |
Advertising | Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $801 and $663 of advertising expenses for the years ended December 31, 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 $8,629 and $7,941 of assets outside the United States at December 31, 2021, and 2020, respectively. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, 2016-13 In December 2019, the FASB issued ASU No. 2019-12, ” |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reverse Recapitalization | statements of cash flows and the consolidated statement of changes in stockholders’ equity for the period ended December 31, 2021: Cash—Trust and cash, net of redemptions $ 345,628 Cash—PIPE Investment 155,000 Gross proceeds from Business Combination 500,628 Less: transaction costs and advisory fees, paid (55,981 ) Reverse recapitalization, net of transaction costs 444,647 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Revenue as a Percentage of Total Revenue and Accounts Receivable as a Percentage of Total Accounts Receivable for Each Significant Customer | Revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable for each significant customer follows. Accounts Receivable Revenue As of For the years ended December 31, December 31, December 31, December 31, Customer A * 34 % 12 % 28 % Customer B * * 12 % * Customer C 15 % * * 23 % Customer D * 17 % * * Customer E * 31 % * * * Total less than 10% for the respective period |
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. Computer hardware and software 5 years Furniture and fixtures 7 years Warehouse equipment 15 years 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, 2021 2020 Warranty reserve beginning balance $ 3,336 $ — Warranty accrual for battery deficiencies 6,430 3,200 Warranty accrual for completed projects 1,204 170 Warranty settlements (4,864 ) (34 ) Warranty reserve ending balance $ 6,106 $ 3,336 |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 As of December 31, 2020 Assets on the Consolidated Carrying Unrealized Fair Carrying Unrealized Fair Cash and cash equivalents Level 1 $ 430,841 $ — $ 430,841 38,618 $ — $ 38,618 Restricted cash Level 1 1,763 — 1,763 — — — Total $ 432,604 $ — $ 432,604 $ 38,618 $ — $ 38,618 As of December 31, As of December 31, Liabilities on the Consolidated Balance Sheets Carrying Fair Carrying Fair Term loan Level 2 $ — $ — $ 4,820 $ 4,913 Earnout payment Level 3 5,230 5,230 — — Total liabilities $ 5,230 $ 5,230 $ 4,820 $ 4,913 (1) The carrying values are shown inclusive of discounts and other offsets. |
Schedule of Changes In Fair Value of Liabilities | The changes in the fair value of the Company’s Level 3 liabilities for the year ended December 31, 2021 are as follows. December 31, 2021 Balance at beginning of period $ — Fair value of earnout payment recorded in connection with iQuue acquisition 5,230 Change in fair value of earnout — Balance at end of period $ 5,230 |
Schedule of Earnout of Measurement | The fair value of the earnout payment is measured on a recurring basis at each reporting date. The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the earnout payment as of December 31, 2021. December 31, 2021 Discount Rate 3.50 % Volatility 24.80 % |
Revenue and Deferred Revenue (T
Revenue and Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | In the following tables, revenue is disaggregated by primary geographical market and type of revenue. For the years ended 2021 2020 Revenue by geography United States $ 108,072 $ 50,275 International 2,565 2,259 Total revenue $ 110,637 $ 52,534 For the years ended 2021 2020 Revenue by type Hardware $ 69,629 $ 31,978 Professional services 22,732 12,304 Hosted services 18,276 8,252 Total revenue $ 110,637 $ 52,534 |
Summary of Deferred Revenue, by Arrangement, Disclosure | A summary of the change in deferred revenue is as follows. For the years ended 2021 2020 Deferred revenue balance as of January 1 $ 53,501 $ 19,083 Revenue recognized from balance of deferred revenue at the beginning of the period (11,764 ) (4,226 ) Revenue deferred during the period 85,153 50,939 Revenue recognized from revenue originated and deferred during the period (31,293 ) (12,295 ) Deferred revenue balance as of December 31 $ 95,597 $ 53,501 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Inventory | Inventory consisted of the following. December 31, 2021 December 31, 2020 Finished Goods $ 33,007 $ 17,628 Raw Materials 201 — Total inventory $ 33,208 $ 17,628 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following. December 31, 2021 December 31, 2020 Prepaid expenses $ 15,084 $ 3,276 Other current assets 2,285 564 Total prepaid expenses and other current assets $ 17,369 $ 3,840 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following. December 31, 2021 December 31, 2020 Computer hardware and software $ 1,768 $ 868 Warehouse and other equipment 461 124 Leasehold improvements 284 103 Furniture and fixtures 161 109 Property and equipment, gross 2,674 1,204 Less: Accumulated depreciation and amortization (800 ) (357 ) Total property and equipment, net $ 1,874 $ 847 |
Summary of Other Long-term Assets | Other long-term assets consisted of the following. December 31, 2021 December 31, 2020 Intangible assets $ 3,590 $ — Operating lease—ROU asset, net 2,927 920 Restricted cash, long-term portion 495 — Other long-term assets 3,790 193 Total other long-term assets $ 10,802 $ 1,113 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following. December 31, 2021 December 31, 2020 Accrued compensation costs $ 6,588 $ 3,234 Warranty allowance 6,106 3,336 Accrued expenses 4,559 764 Other 4,981 2,221 Total accrued expenses and other current liabilities $ 22,234 $ 9,555 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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; March 2021 C 8,874 8,874 $ 10.4236 92,468 24,816 24,816 $ 146,076 The original issuance price per share of the Company’s authorized, issued and outstanding preferred stock follows as of December 31, 2020. Issue Date Series Shares Shares Issued Original Liquidation March 2018 Seed 4,707 4,707 $ 1.0000 $ 4,707 September 2018 A 4,541 4,541 $ 1.1011 5,000 May 2019 B-1 508 508 $ 4.9767 2,527 May 2019 B 5,425 5,425 $ 6.2209 33,750 March 2020 C-1 761 761 $ 10.0223 7,624 March - May 2020 C 5,756 5,516 $ 10.4236 57,500 21,698 21,458 $ 111,108 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 are presented below. Options Outstanding Number of Weighted- Weighted Aggregate December 31, 2019 1,567 $ 2.30 9.64 $ — Retroactive application of Exchange Ratio 5,529 December 31, 2019, as adjusted 7,096 $ 0.47 $ — Granted 5,046 Cancelled (1,685 ) December 31, 2020 10,457 $ 0.51 8.96 $ — Granted — Cancelled — December 31, 2021 10,457 $ 0.51 7.96 $ — Vested options as of December 31, 2021 8,117 $ 0.48 7.76 $ — |
Summary of Restricted Stock Units Activity | The following table summarizes activity related to the RSUs: Restricted Stock Units Number of Weighted December 31, 2020 — $ — Granted—pre-merger, 7,489 $ 4.41 Granted—post-merger 426 $ 12.10 Cancelled (244 ) $ 4.41 December 31, 2021 7,671 $ 4.98 |
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, 2020. There were no December 31, 2020 Risk free interest 0.99 % Dividend yield 0.00 % Expected volatility 103.59 % Expected life (years) 6.11 |
Summary of Stock-based Compensation Expense | The Company recorded stock-based compensation expense as follows. For the years ended 2021 2020 Research and development $ 2,340 $ 256 Sales and marketing 1,379 86 General and administrative 4,412 1,417 Total $ 8,131 $ 1,759 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 For the years ended 2021 2020 Convertible preferred stock — 104,821 Common stock options and restricted stock units 18,370 11,019 Common stock warrants 4,601 161 Shares subject to repurchase 2,748 4,123 Total 25,720 120,123 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Liability Maturity | Operating Leases 2022 $ 1,318 2023 1,054 2024 1,004 2025 and thereafter 86 Total lease payments 3,462 Less: imputed interest (262 ) Total lease liability 3,200 Less: Lease liability, current portio 1,094 Lease liability, noncurren $ 2,106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company’s provision for income taxes consisted of the following. Year Ended December 31, Income Tax Provision 2021 2020 Federal $ — $ — Foreign 133 128 State and local — — Current provision 133 128 Federal — — Foreign (18 ) 21 State and local — — Deferred (benefit) provision (18 ) 21 Provision for income taxes $ 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. Year Ended December 31, Rate Reconciliation 2021 2020 U.S. statutory rate 21.0 % 21.0 % State rate net of fed benefit 8.1 % 5.0 % Change in valuation allowance (33.8 %) (25.0 %) SPAC transaction costs 3.7 % 0.0 % Permanent adjustments (0.6 %) (1.0 %) Other 1.4 % 0.0 % Effective Tax Rate (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. As of December 31, Tax Effects of Temporary Differences 2021 2020 Attributes Deferred tax asset Federal NOLs $ 27,815 $ 10,403 State NOLs 8,206 2,584 Deferred revenue 9,408 8,940 Other deferred tax assets 5,669 1,879 Total deferred tax assets 51,098 23,806 Less: Valuation allowance (43,175 ) (18,832 ) Total net deferred tax asset $ 7,923 $ 4,974 IRC 481(a) Adjustment (209 ) (2,784 ) Deferred costs of revenue (6,576 ) (1,775 ) Other deferred tax liabilities (1,140 ) (435 ) Total deferred tax liabilities (7,925 ) (4,994 ) Net deferred tax asset $ (2 ) $ (20 ) |
Schedule of Changes in Company's Gross Unrecognized Tax Benefits | A summary of changes in the Company’s gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows (in thousands): For the years ended 2021 2020 Unrecognized tax benefits - January 1 $ — $ — Gross increases - tax positions in prior period 6,961 — Gross decreases - tax positions in prior period — — Gross increases - tax positions in current period 1,796 — Settlement — — Lapse of statute of limitations — — Unrecognized tax benefits - December 31 $ 8,757 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Zenith Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date | 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 |
iQuue Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date | The total purchase consideration and the fair values of the acquired assets and liabilities at the acquisition date were as follows. Consideration Cash paid at acquisition $ 6,192 Contingent consideration 5,230 Cash consideration held in escrow 1,021 Net working capital adjustment 508 Fair value of total consideration transferred 12,951 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 290 Accounts receivable 721 Inventory 49 Intangible assets 3,590 Prepaid expenses and other assets 5 Total identifiable net assets acquired 4,655 Accounts payable 48 Deferred revenue 91 Accrued expenses and other liabilities 69 Total liabilities assumed 208 Total identifiable assets 4,447 Goodwill $ 8,504 |
Schedule of Recorded Intangible Assets at Fair Value | The Company recorded intangible assets at their fair value, which consisted of the following. Estimated December 31, Customer relationships 13 $ 3,290 Developed technology 1 300 Total intangible assets $ 3,590 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2021USD ($)$ / sharesshares | Nov. 23, 2020Business | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Subsidiary Or Equity Method Investee [Line Items] | ||||
Condition for future business combination number of businesses minimum | Business | 1 | |||
Total number of authorized shares of capital stock | 550,000 | |||
Designated common stock, shares authorized | 500,000 | 140,595 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Designated preferred stock, shares | 50,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Common stock shares converted | 8,625,000 | |||
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 | |||
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 |
Description of Business - Rever
Description of Business - Reverse Recapitalization (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash - Trust and cash, net of redemptions | $ 345,628 |
Cash - PIPE Investment | 155,000 |
Gross proceeds from Business Combination | 500,628 |
Less: transaction costs and advisory fees, paid | (55,981) |
Reverse recapitalization, net of transaction costs | $ 444,647 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Aug. 24, 2021USD ($)$ / sharesshares | Aug. 24, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)Segment$ / sharesshares | Dec. 31, 2020USD ($)$ / shares |
Accounting Policies [Line Items] | ||||
Cash proceeds, net of fees and transaction costs | $ 444,647,000 | |||
Proceeds from issuance of common stock | 155,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Goodwill | $ 0 | 0 | $ 12,666,000 | $ 4,162,000 |
Intangible assets | $ 0 | $ 0 | 3,590,000 | |
Accounts receivable,Allowance for doubtful accounts | 357,000 | 131,000 | ||
Write-offs of accounts receivable | $ 0 | $ 381,000 | ||
Concentration risk percentage | 10.00% | |||
Percentage of ownership interest held by limited partners in the investment fund of an investor | 22.00% | 32.00% | ||
Goodwill impairment | $ 0 | $ 0 | ||
Warranty allowance | 6,106,000 | 3,336,000 | ||
Increased provision for warranty allowance | 6,430,000 | |||
Product warranty accrual related to remaining cost of replacement for identified battery deficiency | $ 4,732,000 | 3,166,000 | ||
Common stock shares converted | shares | 8,625,000 | |||
Number of days due for payments of credit card, check or automated clearing house | 30 days | |||
Warranty period on hardware devices | 1 year | |||
Estimated average in service life of hub device | 4 years | |||
Advertising expenses | $ 801,000 | 663,000 | ||
Number of operating segment | Segment | 1 | |||
Number of reportable segment | Segment | 1 | |||
Assets | $ 579,683,000 | 103,849,000 | ||
Customer Relationships | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 13 years | |||
Developed Technology Rights | ||||
Accounting Policies [Line Items] | ||||
Intangible assets estimated useful life | 1 year | |||
UNITED STATES | ||||
Accounting Policies [Line Items] | ||||
Assets | $ 8,629,000 | 7,941,000 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 1 month | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Contractual terms for Hosted Services Revenue | 7 years | |||
Class A Common Stock | ||||
Accounting Policies [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares converted | shares | 4,884.6000 | |||
General and Administrative Expenses | ||||
Accounting Policies [Line Items] | ||||
Provision for doubtful accounts | $ 226,000 | 512,000 | ||
Repairs and maintenance expense | 15,000 | 18,000 | ||
Cost of Sales | ||||
Accounting Policies [Line Items] | ||||
Warranty expense | $ 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, 2021 | Dec. 31, 2020 | |
Customer A | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 34.00% | |
Customer A | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | 28.00% |
Customer B | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Customer C | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Customer C | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23.00% | |
Customer D | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | |
Customer E | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 31.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule Of Property And Equipment Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Hardware and Software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 7 years |
Warehouse Equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 15 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | Shorter of the estimated useful life or lease term |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Aggregate Warranty Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Standard Product Warranty Disclosure [Abstract] | ||
Warranty reserve beginning balance | $ 3,336 | |
Warranty accrual for battery deficiencies | 6,430 | 3,200 |
Warranty accrual for completed projects | 1,204 | 170 |
Warranty settlements | (4,864) | (34) |
Warranty reserve ending balance | $ 6,106 | $ 3,336 |
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, 2021 | Dec. 31, 2020 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | $ 5,230 | |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 432,604 | 38,618 |
Liabilities on the Consolidated Balance Sheets | 5,230 | 4,820 |
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 | 430,841 | 38,618 |
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 | 1,763 | |
Carrying Value | Term loan | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | 4,820 | |
Carrying Value | Earnout Payment | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | 5,230 | |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets on the Consolidated Balance Sheets | 432,604 | 38,618 |
Liabilities on the Consolidated Balance Sheets | 5,230 | 4,913 |
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 | 430,841 | 38,618 |
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 | 1,763 | |
Fair Value | Term loan | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | $ 4,913 | |
Fair Value | Earnout Payment | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities on the Consolidated Balance Sheets | $ 5,230 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value Disclosures [Line Items] | ||
Effective interest rate percentage of input used to develop fair value measurements | 5.00% | |
Revolving Credit Facility | ||
Fair Value Disclosures [Line Items] | ||
Outstanding line of credit | $ 0 | $ 0 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Instruments - Schedule of Changes in Fair Value (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Line Items] | |
Balance at beginning of period | |
Fair value of earnout payment recorded in connection with iQuue acquisition | 5,230 |
Change in fair value of earnout | |
Balance at end of period | $ 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, 2021 |
Discount Rate | |
Fair Value Disclosures [Line Items] | |
Earnout payment | 3.50 |
Volatility | |
Fair Value Disclosures [Line Items] | |
Earnout payment | 24.80 |
Revenue and Deferred Revenue -
Revenue and Deferred Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 110,637 | $ 52,534 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 108,072 | 50,275 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,565 | 2,259 |
Hardware | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 69,629 | 31,978 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,732 | 12,304 |
Hosted Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 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, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, beginning balance | $ 53,501 | $ 19,083 |
Revenue recognized from balance of deferred revenue at the beginning of the period | (11,764) | (4,226) |
Revenue deferred during the period | 85,153 | 50,939 |
Revenue recognized from revenue originated and deferred during the period | (31,293) | (12,295) |
Deferred revenue, ending balance | $ 95,597 | $ 53,501 |
Revenue and Deferred Revenue _3
Revenue and Deferred Revenue - Additional Information (Details) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 44.00% |
Revenue expect to recognize to its total deferred revenue, period | 12 months |
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 | 31.00% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 23.00% |
Revenue expect to recognize to its total deferred revenue, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01 | |
Revenue from Contract with Customer [Line Items] | |
Percentage of revenue expect to recognize to its total deferred revenue | 3.00% |
Revenue expect to recognize to its total deferred revenue, period |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 33,007 | $ 17,628 |
Raw Materials | 201 | |
Total inventory | $ 33,208 | $ 17,628 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 15,084 | $ 3,276 |
Other current assets | 2,285 | 564 |
Total prepaid expenses and other current assets | $ 17,369 | $ 3,840 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 2,674 | $ 1,204 |
Less: Accumulated depreciation and amortization | (800) | (357) |
Total property and equipment, net | 1,874 | 847 |
Computer Hardware and Software | ||
Property and equipment, gross | 1,768 | 868 |
Warehouse and Other Equipment | ||
Property and equipment, gross | 461 | 124 |
Leasehold Improvements | ||
Property and equipment, gross | 284 | 103 |
Furniture and Fixtures | ||
Property and equipment, gross | $ 161 | $ 109 |
Other Balance Sheet Informati_6
Other Balance Sheet Information - Summary of Other long-term Assets (Details) - USD ($) | Dec. 31, 2021 | Aug. 24, 2021 | Dec. 31, 2020 |
Assets, Noncurrent [Abstract] | |||
Intangible assets | $ 3,590,000 | $ 0 | |
Operating lease - ROU asset, net | 2,927,000 | $ 920,000 | |
Restricted cash, long-term portion | 495,000 | ||
Other long-term assets | 3,790,000 | 193,000 | |
Total other long-term assets | $ 10,802,000 | $ 1,113,000 |
Other Balance Sheet Informati_7
Other Balance Sheet Information - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 6,588 | $ 3,234 |
Warranty allowance | 6,106 | 3,336 |
Accrued expenses | 4,559 | 764 |
Other | 4,981 | 2,221 |
Total accrued expenses and other current liabilities | $ 22,234 | $ 9,555 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Aug. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 07, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | |
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 | 193,864 | 10,376 | 147,911 | ||||
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, | |||||||
Gain (Loss) on extinguishment of debt | $ (27,000) | $ (164,000) | ||||||
February Two Thousand and Twenty Convertible Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 5.00% | |||||||
Debt instrument principal amount | $ 50,000 | |||||||
December Two Thousand and Nineteen Convertible Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 5.00% | |||||||
Debt instrument principal amount | $ 7,500,000 | |||||||
Conversion of December Two Thousand and Nineteen Convertible Note to Series C One Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument convertible conversion price | $ 10.02 | |||||||
Number of shares issued on conversion of debt | 756,000 | |||||||
Gain (Loss) on extinguishment of debt | $ 164,000 | |||||||
Conversion of February Two Thousand and Twenty Convertible Note to Series C One Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument convertible conversion price | $ 10.01 | |||||||
Number of shares issued on conversion of debt | 5,000 | |||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument conversion expenses | 0 | |||||||
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% | |||||||
Debt instrument principal amount | $ 0 | 0 | ||||||
Debt issuance costs | $ 658,000 | 658,000 | ||||||
Senior Revolving Facility | ABR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.50% | |||||||
Senior Revolving Facility | SOFR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.10% | |||||||
Senior Revolving Facility | Base Rate [Member] | SOFR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.00% | |||||||
Senior Revolving Facility | Federal Funds | ABR Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 3.25% | |||||||
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) | Aug. 24, 2021$ / sharesshares | Feb. 28, 2021shares | Apr. 30, 2020$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019$ / sharesshares | Mar. 31, 2018shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Note$ / sharesshares | Sep. 07, 2021shares | Mar. 31, 2021shares |
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Temporary equity shares authorized | 50,000 | 105,995 | ||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Temporary equity, shares outstanding | 0 | 104,822 | ||||||||
Shares converted into common stock upon business combination | 4,865,000 | |||||||||
Proceeds from redeemable convertible preferred stock | $ | $ 34,793,000 | $ 57,439,000 | ||||||||
Number of subordinated convertible notes redeemed | Note | 2 | |||||||||
Common stock shares outstanding | 193,864 | 10,376 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Sales and marketing | $ | $ 14,017,000 | $ 5,429,000 | ||||||||
Warrant expenses recognized | $ | $ 0 | |||||||||
Common stock, issued | 193,864 | 10,376 | 147,911 | |||||||
Chief Executive Officer | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Common stock shares outstanding | 996,000 | |||||||||
Stock Restriction Agreement | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Member interests exchanged for common stock shares | 1,800,000 | |||||||||
Members interest exchanged for redeemable convertible preferred stock | 4,252,000 | |||||||||
Stock Restriction Agreement | Chief Executive Officer | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Common stock shares subject to restriction | 1,080,000 | |||||||||
Share based compensation arrangement vesting period | 30 months | |||||||||
Share based payment arrangement non vested award other than options unrecognized compensation | $ | $ 0 | |||||||||
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 | 5,516,000 | ||||||||
Gross proceeds from the issuance of redeemable convertible preferred stock | $ | $ 35,000,000 | $ 57,500,000 | ||||||||
Payment of stock issuance costs | $ | $ 207,000 | $ 61,000 | ||||||||
Series C One Redeemable Convertible Preferred Stock | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Debt instrument converted number of shares issued | 761,000 | |||||||||
Preferred Stock | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Temporary equity shares authorized | 50,000,000 | |||||||||
Temporary equity par or stated value per share | $ / shares | $ 0.0001 | |||||||||
Temporary equity, par value | $ / shares | $ 0.00001 | |||||||||
Shares issued and each share converted into right to receive shares of common stock | 4,884.6000 | |||||||||
Preferred stock, conversion basis | 1:1 basis | |||||||||
Temporary equity, shares outstanding | 24,816,000 | |||||||||
Shares converted into common stock upon business combination | 121,214,000 | |||||||||
Warrant | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Contra revenue | $ | $ 121,000 | |||||||||
Class of warrant or right expiration period | Aug. 31, 2029 | Feb. 28, 2031 | ||||||||
Fully paid and non assessable common stock | 33 | |||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 2.30 | $ 0.01 | |||||||
Sales and marketing | $ | $ 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 | |||||||||
Warrant | Maximum | ||||||||||
Temporary Equity And Permanent Equity [Line Items] | ||||||||||
Fully paid and non assessable common stock | 503 | |||||||||
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 | $ / shares | $ 0.01 | |||||||||
Sales and marketing | $ | $ 810,000 | |||||||||
Warrant expenses recognized | $ | $ 0 | |||||||||
Warrants converted to warrants to purchase shares of common stock upon business combination | 1,876,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Equity - Summary of Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 24, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Shares Authorized | 24,816 | 21,698 |
Shares Issued | 24,816 | 21,458 |
Shares Outstanding | 24,816 | 21,458 |
Liquidation Preference | $ 146,076 | $ 111,108 |
March 2018 | Seed Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,707 | 4,707 |
Shares Issued | 4,707 | 4,707 |
Shares Outstanding | 4,707 | 4,707 |
Original Issue Price per Share | $ 1 | $ 1 |
Liquidation Preference | $ 4,707 | $ 4,707 |
September 2018 | Series A Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,541 | 4,541 |
Shares Issued | 4,541 | 4,541 |
Shares Outstanding | 4,541 | 4,541 |
Original Issue Price per Share | $ 1.1011 | $ 1.1011 |
Liquidation Preference | $ 5,000 | $ 5,000 |
May 2019 | Series B One Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 508 | 508 |
Shares Issued | 508 | 508 |
Shares Outstanding | 508 | 508 |
Original Issue Price per Share | $ 4.9767 | $ 4.9767 |
Liquidation Preference | $ 2,527 | $ 2,527 |
May 2019 | Series B Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,425 | 5,425 |
Shares Issued | 5,425 | 5,425 |
Shares Outstanding | 5,425 | 5,425 |
Original Issue Price per Share | $ 6.2209 | $ 6.2209 |
Liquidation Preference | $ 33,750 | $ 33,750 |
March 2020 | Series C One Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 761 | 761 |
Shares Issued | 761 | 761 |
Shares Outstanding | 761 | 761 |
Original Issue Price per Share | $ 10.0223 | $ 10.0223 |
Liquidation Preference | $ 7,624 | $ 7,624 |
March - May 2020, March 2021 | Series C Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 8,874 | 5,756 |
Shares Issued | 8,874 | 5,516 |
Shares Outstanding | 8,874 | 5,516 |
Original Issue Price per Share | $ 10.4236 | $ 10.4236 |
Liquidation Preference | $ 92,468 | $ 57,500 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Nov. 01, 2021 | Aug. 24, 2021 | Feb. 29, 2020 | Aug. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 8,131,000 | $ 1,759,000 | |||||
Shares converted into common stock upon business combination | 4,865,000 | ||||||
Common stock, authorized | 500,000 | 140,595 | |||||
Number of Options, Granted | 0 | ||||||
Risk free interest | 0.00% | 0.99% | |||||
Expected dividend yield | 0.00% | 0.00% | |||||
Vesting of Outstanding Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 906,000 | $ 728,000 | |||||
Vesting of RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | 6,413,000 | 0 | |||||
General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | 4,412,000 | 1,417,000 | |||||
General and Administrative Expense | Vesting of Common Stock on Conversion of Redeemable Convertible Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | 0 | 324,000 | |||||
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 | 502,000 | 707,000 | |||||
Shares converted into common stock upon business combination | 4,123 | ||||||
Number of Options, Granted | 844 | 844 | |||||
Zenith | General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payment arrangement, expense | $ 812,000 | 707,000 | |||||
Number of Options, Granted | 844 | ||||||
RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
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 | ||||||
Share-based payment arrangement, expense | $ 6,413,000 | $ 0 | |||||
2018 Stock Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation by share based arrangement term | 10 years | ||||||
Share based compensation arrangement vesting period | 4 years | ||||||
Amended 2018 Stock Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 4 years | ||||||
Share based compensation by share based arrangement vesting period | 1,533 | ||||||
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 | ||||||
Conversion price per share fair value | $ 4.41 | ||||||
2021 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, authorized | 15,500 | ||||||
2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 4 years | 4 years | |||||
Share based compensation by share based arrangement vesting period | 72 | 354 | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 12.10 | $ 12.10 | |||||
Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 2,000,000 | ||||||
Percentage of shares reserved for future issuance | 1.00% | ||||||
Minimum | 2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 1 year | ||||||
Maximum | 2021 Equity Incentive Plan | RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation arrangement vesting period | 3 years | ||||||
Maximum | Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 2,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 1,567 | |
Number of options Retroactive application of Exchange Ratio | 5,529 | ||
Number of options, as adjusted | 7,096 | ||
Number of Options, Granted | 0 | 5,046 | |
Number of Options, Cancelled | 0 | (1,685) | |
Number of Options, Ending Balance | 10,457 | 10,457 | 1,567 |
Vested options as of December 31, 2021 | 8,117 | ||
Weighted-Average Exercise Price, Beginning Balance | $ 0.51 | $ 2.30 | |
Weighted-Average Exercise Price, as adjusted | 0.47 | ||
Weighted-Average Exercise Price, Ending Balance | 0.51 | $ 0.51 | $ 2.30 |
Weighted-Average Exercise Price, Vested options as of December 31, 2021 | $ 0.48 | ||
Weighted Average Remaining Contractual Life (Years), Balance | 7 years 11 months 15 days | 8 years 11 months 15 days | 9 years 7 months 20 days |
Weighted Average Remaining Contractual Life (Years), Vested options as of December 31, 2021 | 7 years 9 months 3 days | ||
Aggregate Intrinsic Value, Beginning Balance | $ 0 | $ 0 | $ 0 |
Aggregate Intrinsic Value, Ending Balance | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Stock Units, Beginning Balance | 0 |
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, Cancelled | (244) |
Number of Restricted Stock Units, Ending Balance | 7,671 |
Weighted Average Grant Date Fair Value, Granted—pre-merger, retroactive application of exchange ratio | $ / shares | $ 4.41 |
Weighted Average Grant Date Fair Value, Granted—post-merger | $ / shares | 12.10 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 4.41 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 4.98 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Fair value of Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest | 0.00% | 0.99% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 103.59% | |
Expected life (years) | 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, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 8,131 | $ 1,759 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 2,340 | 256 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 1,379 | 86 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 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, 2021 | Dec. 31, 2020 | |
Income Tax Provision | ||
Foreign | $ 133 | $ 128 |
Current provision | 133 | 128 |
Foreign | (18) | 21 |
Deferred (benefit) provision | (18) | 21 |
Provision for income taxes | $ 115 | $ 149 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory rate | 21.00% | 21.00% |
State rate net of fed benefit | 8.10% | 5.00% |
Change in valuation allowance | (33.80%) | (25.00%) |
SPAC transaction costs | 3.70% | 0.00% |
Permanent adjustments | (0.60%) | (1.00%) |
Other | 1.40% | 0.00% |
Effective Tax Rate | (0.20%) | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Federal NOLs | $ 27,815 | $ 10,403 |
State NOLs | 8,206 | 2,584 |
Deferred revenue | 9,408 | 8,940 |
Other deferred tax assets | 5,669 | 1,879 |
Total deferred tax assets | 51,098 | 23,806 |
Less: Valuation allowance | (43,175) | (18,832) |
Total net deferred tax asset | 7,923 | 4,974 |
Deferred Tax Liabilities | ||
IRC 481(a) Adjustment | (209) | (2,784) |
Deferred costs of revenue | (6,576) | (1,775) |
Other deferred tax liabilities | (1,140) | (435) |
Total deferred tax liabilities | (7,925) | (4,994) |
Net deferred tax asset | $ (2) | $ (20) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 43,175 | $ 18,832 |
Increase of valuation allowance | 24,343 | |
Unrecognized tax benefits interest or penalties | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 132,453 | |
Federal interest expense | 380 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 139,819 | |
Operating Loss Carryforwards Begin to Expiration Year | 2038 | |
Operating Loss Carryforwards Expiration Year | 2041 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Company's Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Uncertainties [Abstract] | ||
Unrecognized tax benefits - January 1 | $ 0 | $ 0 |
Gross increases - tax positions in prior period | 6,961 | 0 |
Gross decreases - tax positions in prior period | 0 | 0 |
Gross increases - tax positions in current period | 1,796 | 0 |
Settlement | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Unrecognized tax benefits - December 31 | $ 8,757 | $ 0 |
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 | 12 Months Ended | |
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 | 25,720 | 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 | 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 | 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 | 2,748 | 4,123 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales and Marketing | ||
Related Party Transaction [Line Items] | ||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 810 | $ 481 |
Research and Development | ||
Related Party Transaction [Line Items] | ||
Professional fees | $ 110 | $ 39 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
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 | $ 3,007 | |
Operating lease, weighted average discount rate | 5.47% | |
Operating lease, weighted-average lease term | 2 years 9 months 18 days | 2 years 1 month 6 days |
Finance lease, liability | $ 0 | $ 0 |
Operating lease rent and other related occupancy expenses | 683 | 542 |
Variable rent expenses | 77 | 35 |
Operating lease, ROU assets | $ 2,927 | $ 920 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Future cash payments for lease | $ 2,338 | |
Lease not yet commenced term | 5 years | |
Operating lease, cash payments | $ 603 | $ 529 |
Sales and excise tax payable | 1,156 | 1,282 |
Unrecognized tax benefits, income tax penalties expense | 0 | 145 |
Loss contingency, accruals | $ 0 | $ 0 |
Minimum | ||
Loss Contingencies [Line Items] | ||
Remaining lease term | 11 months | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Remaining lease term | 3 years 3 months |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Operating Lease Liability Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,318 |
2023 | 1,054 |
2024 | 1,004 |
2025 and thereafter | 86 |
Total lease payments | 3,462 |
Less: imputed interest | (262) |
Total lease liability | 3,200 |
Less: Lease liability, current portion | $ 1,094 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current |
Lease liability, noncurrent | $ 2,106 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($)EARNOUTPAYMENT | Aug. 24, 2021USD ($)shares | Feb. 29, 2020USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 12,666 | $ 0 | $ 12,666 | $ 4,162 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 0 | ||||||
Share-based payment arrangement, expense | $ 8,131 | 1,759 | |||||
Shares converted into common stock upon business combination | shares | 4,865,000 | ||||||
Zenith | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 6,909 | ||||||
Promissory note consideration | 974 | ||||||
Stock consideration | 813 | ||||||
Settlement of preexisting relationships | 1,158 | ||||||
Business combination, consideration transferred | 9,854 | ||||||
Goodwill | $ 4,162 | ||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 844 | 844 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 3,353 | ||||||
Share-based payment arrangement, expense | 502 | 707 | |||||
Shares converted into common stock upon business combination | shares | 4,123 | ||||||
Business combination, acquisition related costs | $ 21 | 0 | |||||
Business acquisition, pro forma revenue | 2,565 | 2,259 | |||||
Business acquisition, pro forma net income (loss) | 819 | $ 420 | |||||
Accounts receivable | $ 518 | ||||||
iQuue | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | 6,192 | ||||||
Business combination, consideration transferred | 12,951 | ||||||
Goodwill | 8,504 | 8,504 | |||||
Business combination, acquisition related costs | 314 | ||||||
Cash and restricted cash consideration | 7,213 | ||||||
Estimated fair market value of contingent consideration | $ 5,230 | ||||||
Number of earnout payments | EARNOUTPAYMENT | 3 | ||||||
Networking capital adjustment | $ 508 | ||||||
Cash placed in escrow accounts | 1,021 | ||||||
Maximum value of earnout payments | $ 6,375 | ||||||
Period over which amount of consideration payable to former shareholders | 3 years | ||||||
Post-combination expense, service period | 3 years | ||||||
Cash deposited in escrow | $ 742 | 742 | |||||
Accounts receivable | 721 | 721 | |||||
Gross amount due under contracts for accounts receivable expected to be collected | 721 | 721 | |||||
Intangible assets | 3,590 | 3,590 | |||||
iQuue | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Amount agreed to pay to former shareholders | $ 742 | $ 742 | |||||
iQuue | Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Networking capital adjustment | $ 508 |
Acquisitions - Schedule of Tota
Acquisitions - Schedule of Total Purchase Consideration and Fair Values of Acquired Assets and Liabilities at Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 29, 2020 | Aug. 24, 2021 | Dec. 31, 2020 |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 12,666 | $ 0 | $ 4,162 | |
Zenith | ||||
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 | |||
iQuue | ||||
Consideration | ||||
Cash Consideration | 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 current assets | 5 | |||
Total identifiable assets acquired | 4,655 | |||
Accounts payable | 48 | |||
Deferred revenue | 91 | |||
Accrued expenses and other current liabilities | 69 | |||
Total liabilities assumed | 208 | |||
Total identifiable net assets | 4,447 | |||
Goodwill | $ 8,504 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recorded Intangible Assets at Fair Value (Details) - iQuue $ in Thousands | Dec. 31, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 3,590 |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 13 years |
Total intangible assets | $ 3,290 |
Developed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 1 year |
Total intangible assets | $ 300 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Nov. 01, 2021 | Jan. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 0 | ||||
SightPlan | Forecast | |||||
Subsequent Event [Line Items] | |||||
Cash consideration | $ 135 | ||||
Restricted Stock Units | 2021 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement, other than options granted | 72 | 354 | |||
Subsequent Events | ESPP | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement shares purchased | 75,000 | ||||
Subsequent Events | Restricted Stock Units | 2021 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement, other than options granted | 1,521,000 | ||||
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 | 175,000 |