UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission file number:
(Exact name of Registrant as specified in its charter)
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(State or Other Jurisdiction of |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of August 5, 2024, there were
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” Words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” “aim” and similar expressions, and the negatives of these expressions, are intended to identify forward-looking statements. Forward-looking statements appear in a number of places throughout this Report and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Forward-looking statements contained in this Report include statements about:
1
The foregoing list may not contain all of the forward-looking statements made in this Report.
You should not rely on forward-looking statements as predictions of future events. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations and business strategy. We cannot assure you that the events and circumstances reflected in the forward-looking statements will occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, Item 1A "Risk Factors" of this Report and in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 5, 2024. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
The forward-looking statements made in this Report relate only to events as of the date on which the statements were made. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason after the date of this Report or to conform these statements to actual results or to changes in our expectations. You should read this Report and the documents that we reference in this Report and have filed as exhibits to this Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (investors.smartrent.com), SEC filings, webcasts, press releases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors, the media and others interested in our company to review the information that we post on our investor relations website.
SmartRent, the SmartRent logo and other trade names, trademarks or service marks of SmartRent appearing in this Report are the property of SmartRent. Trade names, trademarks and service marks of other companies appearing in this Report are the property of their respective holders.
Unless the context indicates otherwise, the terms “SmartRent,” the “Company,” “we,” “us,” and “our” as used in this Report refer to SmartRent, Inc., a Delaware corporation, and its subsidiaries taken as a whole.
2
PART I. Financial Information
Item 1 - Financial Statements (Unaudited)
SMARTRENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share amounts)
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As of |
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash, current portion |
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Accounts receivable, net |
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Inventory |
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Deferred cost of revenue, current portion |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Deferred cost of revenue |
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Goodwill |
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Intangible assets, net |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Deferred revenue, current portion |
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Total current liabilities |
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Deferred revenue |
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Other long-term liabilities |
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Total liabilities |
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Convertible preferred stock, $ |
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Stockholders' equity |
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Class A common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders' equity |
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Total liabilities, convertible preferred stock and stockholders' equity |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements. |
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3
SMARTRENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands, except per share amounts)
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For the three months ended June 30, |
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For the six months ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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Hardware |
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$ |
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$ |
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$ |
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$ |
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Professional services |
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Hosted services |
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Total revenue |
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Cost of revenue |
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Hardware |
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Professional services |
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Hosted services |
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Total cost of revenue |
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Operating expense |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expense |
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Loss from operations |
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( |
) |
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( |
) |
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( |
) |
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( |
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Interest income, net |
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Other income (expense), net |
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( |
) |
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( |
) |
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Loss before income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
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Income tax expense |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Other comprehensive loss |
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Foreign currency translation adjustment |
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( |
) |
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( |
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( |
) |
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Comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss per common share |
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Basic and diluted |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted-average number of shares used in computing net loss per share |
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Basic and diluted |
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See accompanying Notes to Condensed Consolidated Financial Statements. |
4
SMARTRENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
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Convertible Preferred Stock |
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Class A Common Stock |
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Shares |
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Amount (Par Value $0.0001) |
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Shares |
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Amount (Par Value $0.0001) |
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Additional Paid In Capital |
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Accumulated Deficit |
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Accumulated other comprehensive (loss) income |
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Total Stockholders' Equity |
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Balance, December 31, 2023 |
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- |
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$ |
- |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of Class A common stock upon vesting of equity awards |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Tax withholdings related to net share settlement of equity awards |
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- |
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- |
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( |
) |
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- |
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( |
) |
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- |
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- |
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( |
) |
Exercise of options |
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- |
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- |
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- |
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- |
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- |
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Net settlement related to exercise of options |
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- |
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- |
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( |
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- |
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- |
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ESPP purchases |
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- |
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- |
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- |
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- |
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- |
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Repurchases of Class A common stock |
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( |
) |
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- |
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- |
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( |
) |
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- |
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( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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Other comprehensive income |
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- |
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- |
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Balance, March 31, 2024 |
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- |
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- |
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( |
) |
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( |
) |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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||
Issuance of common stock upon vesting of equity awards |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Tax withholdings related to net share settlement of equity awards |
|
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- |
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|
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- |
|
|
|
|
( |
) |
|
|
- |
|
|
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( |
) |
|
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- |
|
|
|
- |
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|
( |
) |
Repurchases of Class A common stock |
|
|
- |
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|
- |
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( |
) |
|
|
- |
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|
|
- |
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|
|
( |
) |
|
|
- |
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|
( |
) |
Net loss |
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|
- |
|
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- |
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- |
|
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- |
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|
- |
|
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|
( |
) |
|
|
- |
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( |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
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|
- |
|
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|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
|
- |
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|
$ |
- |
|
|
|
|
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|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
5
SMARTRENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
|
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Convertible Preferred Stock |
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Class A Common Stock |
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Shares |
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Amount (Par Value $0.0001) |
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Shares |
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Amount (Par Value $0.0001) |
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Additional Paid In Capital |
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|
Accumulated Deficit |
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Accumulated other comprehensive (loss) income |
|
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Total Stockholders' Equity |
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||||||||
Balance, December 31, 2022 |
|
|
- |
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$ |
- |
|
|
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$ |
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|
$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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||||
Stock-based compensation |
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- |
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- |
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- |
|
|
|
- |
|
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||||
Issuance of Class A common stock upon vesting of equity awards |
|
|
- |
|
|
|
- |
|
|
|
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|
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- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Tax withholdings related to net share settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
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( |
) |
Exercise of options |
|
|
- |
|
|
|
- |
|
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|
- |
|
|
|
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|
|
- |
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- |
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|||
ESPP purchases |
|
|
- |
|
|
|
- |
|
|
|
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|
- |
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|
|
- |
|
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|
- |
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|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, March 31, 2023 |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Tax withholdings related to net share settlement of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Issuance of common stock upon vesting of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of options |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2023 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. |
|
6
SMARTRENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
|
|
For the six months ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used by operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Impairment of investment in non-affiliate |
|
|
|
|
|
- |
|
|
Provision for warranty expense |
|
|
( |
) |
|
|
- |
|
Non-cash lease expense |
|
|
|
|
|
|
||
Stock-based compensation related to acquisition |
|
|
- |
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
||
Compensation expense related to acquisition |
|
|
- |
|
|
|
|
|
Change in fair value of earnout related to acquisition |
|
|
|
|
|
|
||
Non-cash interest expense |
|
|
|
|
|
|
||
Provision for excess and obsolete inventory |
|
|
|
|
|
|
||
Provision for expected credit losses |
|
|
|
|
|
( |
) |
|
Non-cash legal expense (Note 12 "Commitments and Contingencies") |
|
|
|
|
|
- |
|
|
Change in operating assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Inventory |
|
|
|
|
|
|
||
Deferred cost of revenue |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
( |
) |
|
|
|
|
Lease liabilities |
|
|
( |