SmartRent, Inc. 10-Q

Item 1 – Financial Statements SMARTRENT, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except per share amounts) September 30, 2021 December 31, 2020 ASSETS Current assets Cash and cash equivalents $ 472,502 $ 38,618 Accounts receivable, net 32,942 20,787 Inventory 22,415 17,628 Deferred cost of revenue, current portion 6,566 6,782 Prepaid expenses and other current assets 22,932 3,840 Total current assets 557,357 87,655 Property and equipment, net 1,690 847 Deferred cost of revenue 16,282 10,072 Goodwill 4,162 4,162 Other long-term assets 3,343 1,113 Total assets $ 582,834 $ 103,849 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 8,032 $ 2,275 Accrued expenses and other current liabilities 13,974 9,555 Deferred revenue, current portion 37,909 19,348 Current portion of long-term debt 1,652 1,651 Total current liabilities 61,567 32,829 Long-term debt, net 1,930 3,169 Deferred revenue 46,772 34,153 Other long-term liabilities 144 516 Total liabilities 110,413 70,667 Commitments and contingencies (Note 12) Convertible preferred stock, $ 0.0001 par value; 50,000 and 105,995 shares authorized as of September 30, 2021 and December 31, 2020; No shares of preferred stock issued and outstanding as of September 30, 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 September 30, 2021 and December 31, 2020; 193,864 and 10,376 shares issued and outstanding as of September 30, 2021 and December 31, 2020 19 - Additional paid-in capital 600,946 4,157 Accumulated deficit ( 128,645 ) ( 82,642 ) Accumulated other comprehensive income 101 235 Total stockholders' equity (deficit) 472,421 ( 78,250 ) Total liabilities, convertible preferred stock and stockholders' equity (deficit) $ 582,834 $ 103,849 See accompanying Notes to Consolidated Financial Statements 1 SMARTRENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (in thousands, except per share amounts) For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Revenue Hardware $ 22,025 $ 9,782 $ 48,452 $ 23,956 Professional services 8,180 4,717 15,345 9,558 Hosted services 4,927 2,089 12,172 5,419 Total revenue 35,132 16,588 75,969 38,933 Cost of revenue Hardware 24,565 10,428 49,222 24,991 Professional services 14,115 4,842 25,849 11,591 Hosted services 3,240 1,351 7,817 3,735 Total cost of revenue 41,920 16,621 82,888 40,317 Operating expense Research and development 6,881 2,637 14,057 6,641 Sales and marketing 4,948 1,328 9,094 4,048 General and administrative 7,910 4,104 15,673 12,759 Total operating expense 19,739 8,069 38,824 23,448 Loss from operations ( 26,527 ) ( 8,102 ) ( 45,743 ) ( 24,832 ) Interest expense, net ( 57 ) ( 130 ) ( 199 ) ( 510 ) Other income (expense), net ( 58 ) ( 417 ) 69 ( 909 ) Loss before income taxes ( 26,642 ) ( 8,649 ) ( 45,873 ) ( 26,251 ) Provision for income taxes 43 48 130 170 Net loss ( 26,685 ) ( 8,697 ) ( 46,003 ) ( 26,421 ) Other comprehensive loss Foreign currency translation adjustment ( 69 ) 100 ( 134 ) 132 Comprehensive loss $ ( 26,754 ) $ ( 8,597 ) $ ( 46,137 ) $ ( 26,289 ) Net loss per common share Basic and diluted $ ( 0.31 ) $ ( 1.07 ) $ ( 1.31 ) $ ( 3.68 ) Weighted-average number of shares used in computing net loss per share Basic and diluted 85,273 8,148 35,181 7,188 See accompanying Notes to Consolidated Financial Statements 2 SMARTRENT, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Unaudited) (in thousands, except per share amounts) For the nine months ended September 30, 2021 Convertible Preferred Stock Common Stock Shares Amount (Par Value $0.0001) Shares Amount (Par Value $0.0001) Additional Paid In Capital Accumulated Deficit Accumulated other comprehensive income Total Stockholder's Equity (Deficit) Balance, December 31, 2020 21,458 $ 111,432 2,124 $ - $ 4,157 $ ( 82,642 ) $ 235 $ ( 78,250 ) Retroactive application of exchange ratio 83,364 8,252 - - Balance, December 31, 2020 as adjusted 104,822 111,432 10,376 - 4,157 ( 82,642 ) 235 ( 78,250 ) Stock-based compensation 427 427 Issuance of Series C Convertible Preferred Stock 16,404 34,793 Common stock warrants issued to customers as consideration 22 22 Common stock warrants related to marketing expense 210 210 Exercise of warrants 2,457 5 5 Net loss ( 9,267 ) ( 9,267 ) Other comprehensive loss ( 128 ) ( 128 ) Balance, March 31, 2021 121,226 146,225 12,833 - 4,821 ( 91,909 ) 107 ( 86,981 ) Stock-based compensation 428 428 Common stock warrants issued to customers as consideration 18 18 Common stock warrants related to marketing expense 149 149 Net loss ( 10,051 ) ( 10,051 ) Other comprehensive income 63 63 Balance, June 30, 2021 121,226 146,225 12,833 - 5,416 ( 101,960 ) 170 ( 96,374 ) Conversion of Convertible Preferred Stock to Common Stock ( 121,226 ) ( 146,225 ) 121,226 13 146,212 146,225 Reverse recapitalization, net of transaction costs 59,657 6 444,763 444,769 Stock-based compensation 4,307 4,307 Redemption of warrants 148 - - Common stock warrants issued to customers as consideration 64 64 Common stock warrants related to marketing expense 184 184 Net loss ( 26,685 ) ( 26,685 ) Other comprehensive income ( 69 ) ( 69 ) Balance, September 30, 2021 - $ - 193,864 $ 19 $ 600,946 $ ( 128,645 ) $ 101 $ 472,421 See accompanying Notes to Consolidated Financial Statements 3 SMARTNT, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Unaudited) (in thousands, except per share amounts) For the nine months ended September 30, 2020 Convertible Preferred Stock Common Stock Shares Amount (Par Value $0.0001) Shares Amount (Par Value $0.0001) Additional Paid In Capital Accumulated Deficit Accumulated other comprehensive income Total Stockholder's Equity (Deficit) Balance, December 31, 2019 15,181 $ 46,206 996 $ - $ 1,104 $ ( 45,533 ) $ - $ ( 44,429 ) Retroactive application of exchange ratio 58,978 3,869 Balance, December 31, 2019 as adjusted 74,159 46,206 4,865 - 1,104 ( 45,533 ) - ( 44,429 ) Stock-based compensation 4,123 261 261 Issuance of Series C Preferred Stock for cash, net of offering costs 21,089 44,950 Conversion of Convertible Note to Series C-1 Preferred Stock 3,717 7,787 Issuance of common stock in connection with acquisition 1,373 813 813 Common stock warrants related to marketing expense 146 146 Net loss ( 7,276 ) ( 7,276 ) Other comprehensive loss ( 14 ) ( 14 ) Balance, March 31, 2020 98,965 98,943 10,361 - 2,324 ( 52,809 ) ( 14 ) ( 50,499 ) Stock-based compensation 641 641 Issuance of Series C Preferred Stock for cash, net of offering costs 5,857 12,489 - Common stock warrants related to marketing expense 36 36 Exercise of warrants 15 - Net loss ( 10,448 ) ( 10,448 ) Other comprehensive income 46 46 Balance, June 30, 2020 104,822 111,432 10,376 - 3,001 ( 63,257 ) 32 ( 60,224 ) Stock-based compensation 440 440 Common stock warrants related to marketing expense 160 160 Net loss ( 8,697 ) ( 8,697 ) Other comprehensive income 100 100 Balance, September 30, 2020 104,822 $ 111,432 10,376 $ - $ 3,601 $ ( 71,954 ) $ 132 $ ( 68,221 ) See accompanying Notes to Consolidated Financial Statements 4 SMARTRENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands, except per share amounts) For the nine months ended September 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 46,003 ) $ ( 26,421 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization 303 217 Amortization of debt discount 12 5 Non-employee warrant expense 647 342 Provision for warranty expense 5,928 146 Loss on extinguishment of debt - 164 Non-cash lease expense 327 327 Stock-based compensation related to acquisition 607 502 Non-cash compensation expense related to acquisition - 3,353 Stock-based compensation 4,555 840 Non-cash interest expense - 100 Provision for excess and obsolete inventory 50 - Provision for doubtful accounts 122 - Change in operating assets and liabilities Accounts receivable ( 12,260 ) ( 26,840 ) Inventory ( 5,010 ) ( 7,380 ) Deferred cost of revenue ( 5,995 ) ( 6,673 ) Prepaid expenses and other assets ( 18,029 ) ( 5,201 ) Accounts payable 5,110 2,981 Accrued expenses and other liabilities ( 1,925 ) 134 Deferred revenue 30,170 21,800 Lease liabilities ( 354 ) ( 707 ) Net cash used in operating activities ( 41,745 ) ( 42,311 ) CASH FLOWS FROM INVESTING ACTIVITIES Zenith acquisition, net of cash acquired - ( 2,382 ) Purchase of property and equipment ( 851 ) ( 274 ) Payment for loan receivable ( 2,000 ) - Net cash used in investing activities ( 2,851 ) ( 2,656 ) 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 ( 1,251 ) - 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 ( 55,644 ) - Net cash provided by financing activities 478,531 48,360 Effect of exchange rate changes on cash and cash equivalents ( 51 ) 164 Net increase in cash and cash equivalents 433,884 3,557 Cash and cash equivalents - beginning of period 38,618 21,424 Cash and cash equivalents - end of period $ 472,502 $ 24,981 See accompanying Notes to Consolidated Financial Statements 5 SMARTRENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (Unaudited) (in thousands, except per share amounts) For the nine months ended September 30, 2021 2020 Supplemental disclosure of cash flow information Interest paid $ 197 $ 281 Cash paid for income taxes $ 90 $ 44 Schedule of non-cash investing and financing activities Accrued property and equipment at period end $ 297 $ 6 Conversion of convertible debt to preferred stock $ - $ 7,787 Common stock issued as consideration for acquisition $ - $ 813 See accompanying Notes to Consolidated Financial Statements 6 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 1. DESCRIPTION OF BUSINESS SmartRent, Inc., and its wholly owned subsidiaries, (collectively the “Company”) formerly known as Fifth Wall Acquisition Corp. I (“FWAA”), was originally incorporated in Delaware on November 23, 2020, as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 9, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On April 21, 2021, FWAA entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with SmartRent.com, Inc. (“Legacy SmartRent”) and Einstein Merger Corp. I, a wholly owned subsidiary of FWAA (“Merger Sub”). On August 24, 2021, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, FWAA changed its name to SmartRent, Inc. and its shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “SMRT.” As a result of the Business Combination, SmartRent, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy SmartRent and its subsidiaries. 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 home control offerings for residents. The Company is headquartered in Scottsdale, Arizona. The Business Combination The Company entered into the Merger Agreement in April 2021 and consummated the Business Combination in August 2021. Upon the closing of the Business Combination, Merger Sub merged with and into Legacy SmartRent, with Legacy SmartRent continuing as the surviving company and changing its name to “SmartRent Technologies, Inc.” In connection with the consummation of the Business Combination, the Company changed its name from “Fifth Wall Acquisition Corp. I” to “SmartRent, Inc.” and changed its trading symbol and securities exchange from “FWAA” on Nasdaq to “SMRT” on the NYSE. Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 550,000 shares, of which 500,000 shares were designated common stock, $ 0.0001 par value per share, and of which 50,000 shares were designated preferred stock, $ 0.0001 par value per share. Upon consummation of the Business Combination, each share of Legacy SmartRent convertible preferred stock and common stock issued and outstanding was canceled and converted into the right to receive approximately 4.8846 shares (the “Exchange Ratio”) of the Company’s Class A common stock, par value $ 0.0001 per share (“Common Stock”). Outstanding stock options and restricted stock units, 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 restricted stock units 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 restricted stock units 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 1,000 shares of FWAA’s Class A Common Stock sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from FWAA’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Each such share was redeemed for approximately $ 10.00 per share, or $ 2 in the aggregate; 7 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) • 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 $ 55,859 in connection with the Business Combination and the related equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The Company accounted for this transaction as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, FWAA was treated as the “acquired” company for financial reporting purposes. See Note 2 "Significant Accounting Policies" for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy SmartRent issuing stock for the net assets of FWAA, accompanied by a recapitalization. The net assets of FWAA are stated at historical cost, with no goodwill or intangible assets recorded. Prior to the Business Combination, Legacy SmartRent and FWAA filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, SmartRent, Inc. will file a consolidated income tax return. For legal purposes, FWAA acquired Legacy SmartRent, and the transaction represents a reverse acquisition for federal income tax purposes - SmartRent Inc. 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 of Legacy SmartRent with FWAA joining in the return the day after the closing of the Business Combination. 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 $ 55,859 . 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 September 30, 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 ( 55,644 ) Net proceeds from Business Combination 444,984 Less: transaction costs and advisory fees, accrued ( 215 ) Reverse recapitalization, net of transaction costs $ 444,769 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the consolidated accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Consolidated Balance Sheet at December 31, 2020 has been derived from the audited consolidated financial statements of the Company at that date. Certain notes and other information have been condensed or omitted from the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Consolidated Financial Statements related to the three and nine months ended September 30, 2021 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Company’s financial condition and results of operations and cash flows for the interim period presented. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any future period. 8 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) 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, cash from operations, and debt proceeds. We received approximately $ 444,984 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 the determination of allowance balances for the Company’s inventories on hand, allowance for doubtful accounts, warranty liabilities and certain assumptions used in the valuation of equity awards, including the estimated fair value of convertible preferred stock, the estimated fair value of common stock warrants and assumptions used to estimate the fair value of stock-based compensation expense. Actual results could differ materially from those estimates. Impact of COVID-19 The extensive impact caused by the COVID-19 pandemic has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In an effort to halt the outbreak of COVID-19, a number of countries, states, counties and other jurisdictions have imposed, and may impose in the future, various measures, including, but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions, limitations on gatherings of people, reduced operations and extended closures of businesses. The timing of customer orders and the Company’s ability to fulfill orders received was impacted by various COVID-19-related government mandates, resulting in a reduction in units sold. The Company has also witnessed certain current and prospective customers delaying purchases based on budget constraints or project delays related to COVID-19. The broader and long-term implications of the COVID-19 pandemic on the Company’s workforce, operations and supply chain, customer demand, results of operations and overall financial performance remain uncertain. The impact of COVID-19 and measures to prevent its spread have been impactful and continue to affect business in the following ways. • Our workforce Employee health and safety is a priority. In response to COVID-19, the Company established new protocols to help protect the health and safety of its workforce, including restricting employee travel, recommending that all non-essential personnel work from home and cancelled or reduced physical participation in sales activities, meetings, events and conferences and implemented additional safety protocols for essential workers. • Operations and supply chain The Company has experienced some production delays as a result of COVID-19, including impacts to our sourcing, manufacturing, and logistics channels. • Demand for our 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. 9 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The Business Combination The Business Combination is accounted for as a reverse recapitalization as Legacy Smartrent was determined to be the accounting acquirer under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805, Business Combinations (ASC 805). 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. Acquisition of Zenith In February 2020, Legacy SmartRent purchased all of the outstanding equity interests of Zenith Highpoint, Inc. (“Zenith”) in an acquisition that meets the definition of a business combination, for which the acquisition method of accounting was used, see Note 13 of these Consolidated Financial Statements. The acquisition was recorded on the date that the Company obtained control over the acquired business. The consideration paid was determined on the acquisition date and the acquisition-related costs, such as professional fees, were excluded from the consideration transferred and were recorded as expense in the period incurred. Assets acquired and liabilities assumed by the Company were recorded at their estimated fair values, while goodwill was measured as the excess of the consideration paid over the fair value of the net identifiable assets acquired and liabilities assumed. Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method to include the dilutive effect of securities that participated in dividends, if and when declared, when computing net income per common share. The two-class method determines net income per common share for each class of common stock and participating securities according to dividends, if and when declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The anti-dilutive effect of potentially dilutive securities is excluded from the computation of net loss per share because inclusion of such potentially dilutive shares on an as-converted basis would have been anti-dilutive. The Company’s participating securities include convertible preferred stock, as the holders are entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company also considers any unvested common shares subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of convertible preferred stock, as well as the holders of unvested common shares subject to repurchase, do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase and any shares issuable by the exercise of warrants for nominal consideration. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports a net loss, the diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because inclusion of such potentially dilutive shares on an as-converted basis would have been anti-dilutive. 10 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) 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 for hardware, professional services and hosted services. Accounts receivable are recorded at invoiced amounts, are non-interest bearing and are presented net of the associated allowance for doubtful accounts on the Consolidated Balance Sheets. The allowance for doubtful accounts totaled $ 253 and $ 131 as of September 30, 2021 and December 31, 2020, respectively. The provision for doubtful accounts is recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss and totaled $ 149 and $ 122 for the three and nine months ended September 30, 2021, respectively. There was no provision for doubtful accounts for the three or nine months ended September 30, 2020. There were no write-offs of accounts receivable deemed uncollectable for the three and nine months ended September 30, 2021 and 2020, respectively. The Company evaluates the collectibility of the accounts receivable balances and has determined the allowance for doubtful accounts based on a combination of factors, which include the nature of relationship and the prior experience the Company has with the account and an evaluation for current and projected economic conditions as of the Consolidated Balance Sheets date. Accounts receivable determined to be uncollectible are charged against the allowance for doubtful accounts. Actual collections of accounts receivable could differ from management’s estimates. Significant Customers A significant customer represents 10 % or more of the Company’s total revenue or net accounts receivable balance at each respective Consolidated Balance Sheet date. The significant customers of the Company are also limited partners of an investor in the Company with approximately 23 % and 32 % ownership as of September 30, 2021 and December 31, 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 net accounts receivable as a percentage of total net accounts receivable for each significant customer follows. Accounts Receivable Revenue As of For the three months ended September 30, For the nine months ended September 30, September 30, 2021 December 31, 2020 2021 2020 2021 2020 Customer A * 30 % 18 % 48 % 16 % 31 % Customer B * 30 % * 18 % * * Customer C * * * 10 % * 20 % Customer D * * * 13 % * * Customer E * * 17 % * * * Customer F 14 % * * * * * * Total less than 10% for the respective period Warranty Allowance The Company provides its customers with limited service warranties associated with product replacement and related services. The warranty typically lasts one year following the installation of the product. The estimated warranty costs, which are expensed at the time of sale and included in hardware cost of revenue, are based on the results of product testing, industry and historical trends and warranty claim rates incurred and are adjusted for identified current or anticipated future trends as appropriate. Actual warranty claim costs could differ from these estimates. For the three months ended September 30, 2021 and 2020 warranty expense included in cost of revenue was $ 6,011 and $ 49 , respectively. Warranty expense included in cost of revenue for the nine months ended September 30, 2021 and 2020, was $ 6,399 and $ 274 , respectively. As of September 30, 2021 and December 31, 2020, the Company’s warranty allowance was $ 5,913 and $ 3,336 , respectively. 11 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) During the year ended December 31, 2020, the Company identified a deficiency with batteries contained in certain hardware sold and has included the expected cost of repair and removal for these batteries in its warranty allowance. During the three months ended September 30, 2021, the Company identified additional deficient batteries, and while the number of deficient batteries is less than one per cent 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 $ 5,700 . As of September 30, 2021 and December 31, 2020, $ 5,589 and $ 3,166 , respectively, is included in the Company’s warranty allowance related to the remaining cost of replacement for this identified battery deficiency. Convertible Preferred Stock The Company assessed the provisions of Legacy SmartRent’s convertible preferred stock including redemption rights, dividends and voting rights to determine the appropriate classification. The Company determined that Legacy SmartRent’s shares of convertible preferred stock are appropriately classified as mezzanine equity because they were contingently redeemable into cash upon the occurrence of an event not solely within Legacy SmartRent’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No such adjustments have been recorded during the nine months ended September 30, 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 fair value measurement are categorized and disclosed into one of three categories depending on observable or unobservable inputs employed in the measurement. These two types of inputs have created the following fair value hierarchy. Level 1: Quoted prices in active markets that are accessible at the measurement date for assets and liabilities. Level 2: Observable prices that are based on inputs not quoted in active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The Company recognizes transfers between levels of the hierarchy based on the fair values of the respective financial measurements at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the nine months ended September 30, 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 installation services and hosted services to assist property owners and property managers with visibility and control over assets, while providing all-in-one home control offerings for residents . Revenue is recognized when control of these products and services are transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those products and services. 12 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The Company may enter into contracts that may contain multiple distinct performance obligations. The transaction price for a typical arrangement includes the price for the smart device hardware, installation services, a hardware hub device, and a subscription for use of our proprietary software. The subscription is for the hub device only and there is no support or ongoing subscription for other smart device hardware. The Company considers the hardware, installation services and the combination of the hardware hub device and proprietary software (the “hosted services”) to be separate performance obligations. The hardware hub device and the subscription are not sold separately. The hardware performance obligation includes the delivery of hardware, the installation services performance obligation includes the services to install the hardware and the hosted services performance obligation allows the customer access to software during the contracted-use term when the promised service is transferred to the customer. The Company partners with several manufactures to offer a range of compatible hardware products for its customers. The Company maintains control of the hardware purchased from manufacturers prior to it being transferred to the customer. The Company has discretion in establishing the price the customer will pay for the good or service. Consequently, the Company is primarily responsible for fulfilling the promise to provide the product and the Company is considered the principal in these arrangements. For each performance obligation identified, the Company estimates the standalone selling price, which represents the price at which the Company would sell the good 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, review of 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. 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. Timing of Revenue Recognition is as follows. • Hardware Revenue Hardware revenue includes the smart home devices which connect to the hardware hub device which is separately discussed in Hosted Services Revenue below. The Company’s performance obligation for hardware revenue is considered satisfied, and revenue is recognized, at a point in time when the hardware device is shipped to the customer. The Company generally provides a one-year warranty period on hardware devices. Warranty costs are recognized as a component of cost of revenue in the accompanying Consolidated Statements of Operations and Comprehensive Loss. • Professional Services Revenue Professional services consist of installations, do not result in significant customization of the product and are generally performed from two to four weeks in duration. Installations can be performed by the Company, contracted out to a third-party 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 time as installations are completed. • Hosted Services Revenue Hosted services include recurring monthly subscription revenue generated from fees that provide customers access to one or more of the Company’s software applications including access controls, asset monitoring and related services. These arrangements have contractual terms typically ranging from one-month to seven-years and include recurring fixed plan subscription fees. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, any fixed consideration related to subscription service is recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial. 13 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The Company also sells the hardware hub device, which only functions with the subscription to the Company’s proprietary software applications and related hosting services and is sold only on an integrated basis. The Company considers the hub device and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for the hub devices. The estimated average in-service life of the hub device is four years . 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 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, shipping costs, indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use assets), infrastructure costs, personnel-related costs associated with the procurement and distribution of products and warranty expenses together with the indirect cost of customer care and support. • Professional Services Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with the installation of products and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents. • Hosted Services Cost of hosted services revenue consists primarily of the amortization of the direct costs of the hardware hub device consistent with the revenue recognition period noted above in Hosted Services Revenue and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement. Deferred Cost of Revenue Deferred cost of revenue includes all direct costs included in cost of revenue for hosted services and the hub device that have been deferred to future periods. Research and Development These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Advertising Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $ 235 and $ 164 of advertising expenses for the three months ended September 30, 2021 and 2020, respectively, and incurred $ 635 and $ 528 of advertising expenses during the nine months ended September 30, 2021 and 2020 respectively. 14 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) 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 $ 5,832 and $ 7,941 of assets outside the United States at September 30, 2021 and December 31, 2020, respectively. Recent Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326)” which modifies the measurement of expected credit losses of certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022 and must be applied using a modified-retrospective approach, with early adoption permitted. The adoption of ASU 2016-13 may have an impact on the Company’s accounting for accounts receivable and bad debt expense included in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss. The Company is evaluating the extent of such impact. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740)” , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions found in the Accounting Standards Codification, section 740. This standard is effective for fiscal periods beginning after December 15, 2021. The Company does not plan to early adopt this standard and is currently evaluating the impact of this guidance on its Consolidated Financial Statements. NOTE 3. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF INSTRUMENTS The following tables display the carrying values and fair values of financial instruments. As of September 30, 2021 As of December 31, 2020 Assets on the Consolidated Balance Sheets Carrying Value Unrealized Losses Fair Value Carrying Value Unrealized Losses Fair Value Cash Level 1 $ 437,494 $ - $ 437,494 32,723 $ - $ 32,723 Money market funds Level 1 35,008 - 35,008 5,895 - 5,895 Total $ 472,502 $ - $ 472,502 $ 38,618 $ - $ 38,618 As of September 30, 2021 As of December 31, 2020 Liabilities on the Consolidated Balance Sheets Carrying Value ( 1) Fair Value Carrying Value ( 1) Fair Value Term loan Level 2 $ 3,611 $ 3,636 $ 4,820 $ 4,913 Total liabilities $ 3,611 $ 3,636 $ 4,820 $ 4,913 (1) The carrying values are shown exclusive 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 fair values of convertible notes are estimated by discounting contractual cash flows at the interest rate we estimate the notes would bear if sold in the current market. The input used to develop our fair value measurements as of September 30, 2021 and 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 September 30, 2021 and December 31, 2020. 15 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 4. REVENUE AND DEFERRED REVENUE Disaggregation of Revenue In the following tables, revenue is disaggregated by primary geographical market and type of revenue. For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Revenue by geography United States $ 34,247 $ 15,568 $ 74,108 $ 36,355 International 885 1,020 1,861 2,578 Total revenue $ 35,132 $ 16,588 $ 75,969 $ 38,933 For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Revenue by type Hardware $ 22,025 $ 9,782 $ 48,452 $ 23,956 Professional services 8,180 4,717 15,345 9,558 Hosted services 4,927 2,089 12,172 5,419 Total revenue $ 35,132 $ 16,588 $ 75,969 $ 38,933 Remaining Performance Obligations Advance payments received from customers are recorded as deferred revenue and are recognized upon the completion of related performance obligations over the period of service. Advance payments for the hardware hub device are recorded as deferred revenue and recognized over the average in-service life of the hub. Advance payments received from customers for subscription services are recorded as deferred revenue and recognized over the term of the subscription. A summary of the change in deferred revenue is as follows. For the nine months ended September 30, 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 ( 3,992 ) ( 1,349 ) Revenue deferred during the period 18,420 12,904 Revenue recognized from revenue originated and deferred during the period ( 3,922 ) ( 2,851 ) Deferred revenue balance as of March 31 64,007 27,787 Revenue recognized from balance of deferred revenue at the beginning of the period ( 3,270 ) ( 1,483 ) Revenue deferred during the period 17,346 6,469 Revenue recognized from revenue originated and deferred during the period ( 3,578 ) ( 860 ) Deferred revenue balance as of June 30 74,505 31,913 Revenue recognized from balance of deferred revenue at the beginning of the period ( 6,185 ) ( 1,217 ) Revenue deferred during the period 19,001 12,506 Revenue recognized from revenue originated and deferred during the period ( 2,640 ) ( 776 ) Deferred revenue balance as of September 30 $ 84,681 $ 42,426 16 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) As of September 30, 2021, the Company expects to recognize 45 % of its total deferred revenue within the next 12 months, 31 % of its total deferred revenue between 13 and 36 months and 23 % between 37 and 60 months. Any deferred revenue expected to be recognized beyond five years is immaterial. Deferred cost of revenue includes all direct costs included in cost of revenue that have been deferred to future periods. NOTE 5. OTHER FINANCIAL STATEMENT INFORMATION Prepaid expenses and other current assets consisted of the following. September 30, 2021 December 31, 2020 Prepaid expenses $ 17,922 $ 3,276 Other current assets 5,010 564 Total prepaid expenses and other current assets $ 22,932 $ 3,840 In July 2021, the Company extended a $ 2,000 loan as part of a customer referral agreement. Repayments on the loan receivable will be made monthly based on the number of referrals with active subscriptions until the loan is repaid in full (no stated interest). No repayments have been made on the loan receivable during the three months ended September 30, 2021. Property and equipment, net consisted of the following. September 30, 2021 December 31, 2020 Computer hardware and software $ 1,580 $ 868 Furniture and fixtures 162 109 Leasehold improvements 139 103 Warehouse and other equipment 461 124 Property and equipment, gross 2,342 1,204 Less: Accumulated depreciation and amortization ( 652 ) ( 357 ) Total property and equipment, net $ 1,690 $ 847 Accrued expenses and other current liabilities consisted of the following. September 30, 2021 December 31, 2020 Warranty allowance $ 5,913 $ 3,336 Accrued compensation costs 3,860 3,234 Accrued expenses 2,417 764 Sales tax payable 997 1,282 Lease liabilities, current 505 485 Other 282 454 Total accrued expenses and other current liabilities $ 13,974 $ 9,555 17 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 6. DEBT Term Loan and Revolving Line of Credit Facility In August 2019, Legacy SmartRent entered into a loan and security agreement for a credit facility (the “Credit Facility”). The Credit Facility provides $ 15,000 of borrowing capacity and consists of a $ 10,000 revolving line of credit (the “Revolving Facility”), which originally matured in August 2021 , but was extended to November 2021 , and a $ 5,000 term loan (the “Term Loan Facility”), which will mature in November 2023 . The Revolving Facility is subject to an availability sublimit in accordance with the terms and conditions of the Credit Facility (the “Sublimit”). The Sublimit is derived by multiplying eligible accounts receivable by 85 %. The amount available to the Company for additional borrowings on the Revolving Facility was $ 10,000 as of September 30, 2021 and December 31, 2020. Amounts borrowed under the Revolving Facility may be repaid and, prior to the Revolving Facility maturity date, reborrowed. The Revolving Facility terminates on the Revolving Facility maturity date, when the principal amount of all advances, the unpaid interest thereon, and all other obligations relating to the Revolving Facility shall be immediately due and payable. 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 is subject to equal monthly payments of principal plus accrued interest. The Company has the option to prepay all, but not less than all, of the Term Loan Facility, subject to certain terms and conditions. After repayment, the Term Loan Facility (or any portion thereof) may not be reborrowed. Proceeds from the Credit Facility are used for general corporate purposes. In connection with the Credit Facility, the Company issued warrants (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. Upon issuance, the fair value of the warrants were recorded as additional paid-in capital with a reduction to the carrying value of the Term Loan Facility in the accompanying Consolidated Balance Sheets. The resulting discount from outstanding principal balance of the Term Loan Facility is being amortized using the effective interest rate method over the periods to maturity. Amortization of this discount is recorded as interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss and Comprehensive Loss. The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of September 30, 2021 and December 31, 2020. Maturity Date Interest Rate ( 1) September 30, 2021 December 31, 2020 Term loan facility November 2023 6.00 % $ 3,611 $ 4,861 Debt discount, net ( 29 ) ( 41 ) Term loan facility - carrying value $ 3,582 $ 4,820 (1) Interest rates for the Term Loan Facility and the Revolving Facility are based upon the prime rate as published by the Wall Street Journal (Prime Rate) plus an applicable margin, subject to floors as described below. As of September 30, 2021 and December 31, 2020, the applicable margins for the Revolving Facility and Term Loan Facility was 0.25 % and the Prime Rate as of September 30, 2021 and December 31, 2020 was 3.25 %. In accordance with the Credit Facility, the applicable interest rates are as stated above. The principal amount outstanding under the Revolving Facility shall accrue interest at a floating per annum rate equal to (i) when our unrestricted cash maintained with the lender minus all obligations under the Revolving Facility is at least one dollar ($ 1.00 ) (we are a Net Depositor), the greater of (x) one quarter of one percent ( 0.25 %) above the Prime Rate, or (y) five and one half of one percent ( 5.50 %) , and (ii) when we are not a Net Depositor, the greater of (x) three quarters of one percent ( 0.75 %) above the Prime Rate, or (y) six percent ( 6.00 %) , which interest shall be payable monthly. The principal amount outstanding under the Term Loan Facility shall accrue interest at a floating per annum rate equal to the greater of (A) one percent ( 1.00 %) above the Prime Rate and (B) six percent ( 6.00 %) , which interest was payable monthly through November 2020. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay a facility fee to the lender under the Revolving Facility in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Revolving Facility and is one eighth of one percent ( 0.125 %) per annum based on the unused facility amount. 18 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The Credit Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, the Company’s ability to (i) engage in certain mergers or consolidations, (ii) sell, lease or transfer all or substantially all of the Company’s assets, (iii) engage in certain transactions with affiliates, (iv) make changes in the nature of the Company’s business and our subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Credit Facility . The Credit Facility also requires the Company, on a consolidated basis with its subsidiaries, 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 Credit Facility and all actions permitted to be taken by a secured creditor. As of September 30, 2021, and through the date these consolidated financial statements were issued, the Company believes it was in compliance with all financial covenants. The Credit Facility is collateralized by first priority or equivalent security interests in substantially all the property, rights and assets of the Company. 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 preferred stock issuance, the December 2019 and February 2020 Convertible Notes, along with the respective accrued interest thereon, were automatically converted into shares of Series C-1 preferred stock at conversion prices of $ 10.02 and $ 10.01 , respectively. As such, the convertible noteholders received an aggregate of 756 shares and 5 shares, respectively, of Series C-1 convertible preferred stock for the conversion of the Convertible Notes. The redemptions of the notes are considered early extinguishments of debt. The difference between the reacquisition price of the Convertible Notes and the net carrying amount of the extinguished Convertible Notes should be recognized currently in income as a loss or gain. Because the reacquisition price of the December 2019 Convertible Note was higher than the carrying value of the same on the date of extinguishment, the redemption of the December 2019 Convertible Note was recorded as a loss on conversion in the amount of $ 164 and included in other expense, net in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2020. No expenses were recorded in connection with this transaction during the nine months ended September 30, 2021. The following table summarizes the contractual maturities of the Company’s term loan facility which comprises all of the Company’s outstanding debt as of September 30, 2021. Year Term Loan Facility Remainder of 2021 $ 417 2022 1,667 2023 1,528 2024 and thereafter - Total 3,611 Less: unamortized debt discount ( 29 ) Total carrying value $ 3,582 19 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 7. CONVERTIBLE PREFERRED STOCK AND EQUITY Preferred Stock The Company is authorized to issue 50,000 shares of $ 0.0001 par value preferred stock. As discussed in Note 1, the Company has retroactively adjusted the shares issued and outstanding prior to August 24, 2021 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted. Prior to the Business Combination, Legacy SmartRent had shares of $ 0.00001 par value Series Seed, Series A, Series B, Series B-1, Series C, and Series C-1 preferred stock outstanding, all of which were convertible into shares of common stock of Legacy SmartRent on a 1:1 basis , subject to certain anti-dilution protections. Upon the closing of the Business Combination, the outstanding shares of preferred stock were converted into Common Stock of the Company based on the Exchange Ratio of 4.8846 . The original issuance price per share of Legacy SmartRent’s authorized, issued and outstanding preferred stock follows as of August 24, 2021. Issue Date Series Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference 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 Authorized Shares Issued and Outstanding Original Issue Price per Share Liquidation Preference 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 nine months ended September 30, 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 . 20 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) 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 preferred stock by redeeming two subordinated convertible notes originally issued in December 2019 and February 2020. 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. During the three and nine months ended September 30, 2020 stock-based compensation in the amount of $ 108 and $ 324 was recognized, respectively, and included as a component of general and administrative expense in the accompanying Consolidated Statement of Operations and Comprehensive Loss. 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 4.8864. 21 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) Warrants In February 2021, Legacy SmartRent issued warrants to purchase Legacy SmartRent’s common stock as consideration to certain customers. The warrants are exercisable upon issuance until their expiration in February 2031 or earlier upon redemption. The number of warrants issued to these customers is dependent on the number of installed units, as defined by the warrant agreements, purchased by the customer. The fair value of the vested portion of the warrants has been recorded as additional paid in capital and contra-revenue on the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations, respectively. For the three and nine months ended September 30, 2021 the Company recorded $ 64 and $ 104 , respectively, as contra-revenue in the Consolidated Statement of Operations related to these warrants. No amounts related to these warrants were recorded as contra-revenue in the Consolidated Statement of Operations for the nine months ended September 30, 2020 as they had not yet been issued. As part of the Business Combination on August 24, 2021 these warrants converted to warrants to purchase shares of Common Stock pursuant to the Exchange Ratio and remain outstanding. In April 2020, in connection with the closing of the second tranche of the Series C preferred stock, Legacy SmartRent issued a warrant to purchase common stock to an investor who participated in the second tranche closing. The warrant represents compensation paid for marketing services to be provided and was accounted for using stock-based compensation guidance. The warrant vests based on the number of installed units attained over a measurement period, which expires in April 2023 . The variability in the units earned was determined to be a performance condition and did not require classification of the warrant as a liability. Upon vesting, the warrant holder is entitled to purchase 384 fully paid and non-assessable shares of Legacy SmartRent’s common stock at $ 0.01 per share, subject to adjustment pursuant to the warrant. The Company measured the fair value of the warrants using the Black-Scholes-Merton model. The Company records the associated marketing expense over the service period as the units are installed with an offset to additional paid-in-capital. During the three and nine months ended September 30, 2021, the Company recognized $ 184 and $ 543 of sales and marketing expense related to these warrants. No expenses related to these warrants were recognized during the three and nine months ended September 30, 2020. As part of the Business Combination on August 24, 2021 these warrants converted to warrants to purchase 1,876 shares of Common Stock pursuant the Exchange Ratio. The first tranche of these warrants have vested as of September 30, 2021 In August 2019, in connection with the Credit Facility (Note 6), Legacy SmartRent issued warrants to purchase common stock of Legacy SmartRent to the lender. The warrants were exercisable upon issuance until their expiration in August 2029 or earlier upon redemption. The holder of the warrants, together with any successor or permitted assignee or transferee, was entitled to purchase 33 fully paid and non-assessable shares of the Legacy SmartRent’s common stock at $ 2.30 per share, subject to adjustment pursuant to the warrant. The fair value of the warrants has been recorded as additional paid in capital and a reduction to the carrying value of the Term Loan Facility. The resulting discount from outstanding principal balance of the Term Loan Facility is being amortized using the effective interest rate method over the periods to maturity. Amortization of this discount is recorded as interest expense. The warrants were exercised during the three months ended September 30, 2021 as discussed above (Note 6). In March 2019, Legacy SmartRent issued a warrant to purchase common stock to the purchaser of a $ 2,500 convertible note. The warrant represented compensation paid for marketing services to be provided and was accounted for using stock-based compensation guidance. The warrant vested based on the number of installed units attained over a measurement period, which expired in March 2021. The variability in the units earned was determined to be a performance condition and did not require classification of the warrant as a liability. Upon vesting, the warrant holder was entitled to purchase up to 503 fully paid and non-assessable shares of Legacy SmartRent’s common stock at $ 0.01 per share, subject to adjustment pursuant to the warrant. The Company measured the fair value of the warrant using the Black-Scholes-Merton model. The Company recorded the associated marketing expense over the service period as the units were installed with an offset to additional paid-in-capital. During the three and nine months ended September 30, 2021, the Company recognized no expenses related to these warrants. During the three and nine months ended September 30, 2020, the Company recognized $ 160 and $ 342 of sales and marketing expense related to these warrants in the accompanying Consolidated Statements of Operations and Comprehensive Loss. These warrants were exercised by the holder in March 2021, which resulted in 503 shares of common stock being issued by Legacy SmartRent. 22 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) 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, the 2018 Stock Plan was terminated and all awards issued thereunder were assumed by the Company and converted to options to purchase Common Stock and restricted stock units for Common Stock using the Exchange Ratio. Summaries of the Company’s 2018 Stock Plan activity for the nine months ended September 30, 2021 is presented below. Options Outstanding Number of Options Weighted- Average Exercise Price ($ per share) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value December 31, 2020 2,255 $ 2.49 8.96 $ - Retroactive application of Exchange Ratio 8,202 December 31, 2020, as adjusted 10,457 Granted - Cancelled - September 30, 2021 10,457 $ 0.51 8.21 $ - 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 restricted stock units and granted a total of 1,533 restricted stock units to certain employees which vest over four years . The estimated fair value for each restricted stock unit 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 restricted stock units were assumed by the Company and converted to 7,489 restricted stock units at a per share fair value of $ 4.41 pursuant to the Exchange Ratio, and remain outstanding. The outstanding restricted stock units also contain a liquidity event vesting condition which was satisfied upon closing of the Business Combination. Accordingly, the Company recognized a one-time stock-based compensation expense of $ 2,827 in August 2021 as a retroactive catch-up of cumulative stock-based compensation expense for such awards from their original grant dates. During the three months ended September 30, 2021, an additional $ 843 of stock compensation expense was recorded for these awards. 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. Equity awards and equity-linked compensation opportunities are intended to motivate high levels of performance and align the interests of directors, employees and consultants with those of stockholders by giving the directors, employees and consultants the perspective of an owner with an equity or equity-linked stake in the Company and providing a means of recognizing their contributions to our success. 23 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The 2021 Plan authorizes th e compensation committee to provide incentive compensation in the form of stock options, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2021 Plan, the Company is authorized to issue up to 15,500 shares of Common Stock. As part of the Business Combination on August 24, 2021 the restricted stock units granted in the 2018 Stock Plan were assumed by the Company and converted to 7,489 restricted stock units pursuant to the Exchange Ratio and remain outstanding. In August 2021, 324 restricted stock units were granted to the board of directors at a fair value of $ 12.10 and will vest over four years . Stock-Based Compensation The Company recorded stock-based compensation expense as follows. For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Research and development $ 1,400 $ 64 $ 1,507 $ 192 Sales and marketing 974 21 1,006 64 General and administrative 1,933 356 2,649 1,087 Total $ 4,307 $ 441 $ 5,162 $ 1,343 During the three and nine months ended September 30, 2021 stock-based compensation expense of $ 205 and $ 607 , respectively, was recognized for 844 shares granted in connection with the Zenith acquisition and are recorded as a component of general and administrative expense. During the three and nine months ended September 30, 2020, $ 204 and $ 502 , respectively, of stock-based compensation expense related to these shares was recognized and are recorded as a component of general and administrative expense. During the three and nine months ended September 30, 2021 stock-based compensation expense of $ 227 and $ 680 , respectively, was recognized in connection with the vesting of outstanding options. During the three and nine months ended September 30, 2020 stock-based compensation expense of $ 128 and $ 518 , respectively, was recognized in connection with the vesting of outstanding options. During the three and nine months ended September 30, 2020 stock-based compensation in the amount of $ 108 and $ 324 was recognized, respectively, 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 nine months ended September 30, 2021 in connection with these shares . NOTE 9. INCOME TAXES The Company’s effective tax rate (ETR) from continuing operations was ( 0.28 %) for the nine months ended September 30, 2021 and ( 0.65 %) for the nine months ended September 30, 2020. The Company’s ETR during the three months ended September 30, 2021 differed from the federal statutory rate of 21 % primarily due to changes in the federal and state valuation allowance and foreign taxes. The valuation allowance recorded against the Company’s federal and state net deferred tax assets was $ 30,612 as of September 30, 2021. As of September 30, 2021, the Company continues to have a full valuation allowance recorded against all federal and state deferred tax assets and will continue to evaluate the valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if the Company employs tax planning strategies in the future. 24 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 10. NET LOSS PER SHARE The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because inclusion of the shares on an as-converted basis would have been anti-dilutive. For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Convertible preferred stock - 104,821 - 104,821 Common stock options and restricted stock units 25,994 11,019 25,994 11,019 Common stock warrants 4,601 161 4,601 161 Shares subject to repurchase 2,748 4,123 2,748 4,123 Total 33,344 120,123 33,344 120,123 NOTE 11. RELATED-PARTY TRANSACTIONS During the three and nine months ended September 30, 2021, the Company incurred marketing expense of $ 184 and $ 543 , respectively, included in sales and marketing expense in connection with the vesting of warrants held by an investor. During the three and nine months ended September 30, 2020, $ 160 and $ 342 are included in sales and marketing expense in connection with the vesting of warrants held by an investor. The Company incurred consulting expense of $ 45 and $ 83 included in research and development expenses for the three and nine months ended September 30, 2021, respectively, related to services provided by companies in which two of the Company's executives have control or significant influence. During the nine months ended September 30, 2020, the Company incurred consulting expenses from these companies of $ 24 . During the three months ended September 30, 2020, the Company did no t incur any consulting expenses with these companies. NOTE 12. COMMITMENTS AND CONTINGENCIES 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 $ 997 and $ 1,282 as of September 30, 2021 and December 31, 2020, respectively, which includes estimated penalties and interest of $ 145 at December 31, 2020. There are no penalties and interest included in the balance at September 30, 2021. Supplier Commitment Effective August 2020, the Company had a commitment with a supplier to place monthly product orders over an annual period based on agreed-upon minimum monthly volumes. As of December 31, 2020, the remaining purchase commitment had a value of $ 12,601 . In March 2021 this agreement was amended and the term of the agreement was extended to August 2022 resulting in the total remaining commitment amount as of September 30, 2021, increasing to $ 22,856 . 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. NOTE 13. 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. 25 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) The Company accounted for the Zenith acquisition as a business combination. The purchase price consisted of $ 6,909 cash, $ 974 promissory note consideration, $ 813 common stock consideration, and $ 1,158 related to settlement of preexisting relationships for a total purchase price of $ 9,854 . The preexisting relationship related to prepaid inventory owned by the Company, with a corresponding deferred revenue balance recorded by Zenith. This preexisting relationship was settled on the acquisition date as an adjustment to the purchase price. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of $ 4,162 . Additionally, Legacy SmartRent issued 844 shares of common stock that vest annually over three years and $ 3,353 of promissory notes to certain employees, contingent upon continued employment. These costs are recognized as post-combination compensation expenses as a component of general and administrative expense on the Company’s Consolidated Statement of Operations and Comprehensive Loss. In connection with the common stock issued with this transaction, the Company recorded $ 607 and $ 502 of stock-based compensation expense during the nine months ended September 30, 2021 and 2020, respectively. The company recorded $ 205 of stock-based compensation related to these shares for both three-month periods ended September 30, 2021 and 2020. As part of the Business Combination of August 24, 2021 these 844 shares converted to 4,123 shares pursuant to the Exchange Ratio. The total purchase consideration and the fair values and liabilities at the acquisition date were as follows. Consideration Cash Consideration $ 6,909 Promissory Note Consideration 974 Stock Consideration 813 Settlement of Preexisting Relationships 1,158 Fair Value of Total Consideration Transferred 9,854 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 4,527 Accounts receivable 518 Inventory 692 Prepaid expenses and other current assets 632 Property and equipment, net 61 Total identifiable assets acquired 6,430 Accounts payable 490 Accrued expenses and other current liabilities 248 Total liabilities assumed 738 Total identifiable net assets 5,692 Goodwill $ 4,162 The Company recognized approximately $ 21 of acquisition related costs that were expensed during the three months ended March 31, 2020 and are included in general and administrative expenses. No ne of these costs were expensed during the three months ended September 30, 2020. 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, 2020, and other financial statements presented herein for the three and nine months ended September 30, 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 $ 1,020 and $ 2,578 for the three and nine months ended September 30, 2020, respectively. Net income related to Zenith and included in amounts presented on the Company’s Consolidated Statement of Operations and Comprehensive Loss are $ 133 and $ 478 for the three and nine months ended September 30, 2020, respectively. 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. 26 SMARTRENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOTE 14. SUBSEQUENT EVENTS In connection with the preparation of the accompanying consolidated financial statements, the Company has evaluated events and transactions occurring after September 30, 2021 and through November 10, 2021, 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. Revolving Facility In October 2021, the Company extended the maturity date of its Revolving Facility to December 2021 . Restricted Stock Units On November 1, 2021, the Company granted 72 restricted stock units to certain executives pursuant to the 2021 Equity Incentive Plan. These restricted stock units had a fair value of $ 12.10 at the time of the grant and will vest over four years . 27