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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-39991

SMARTRENT, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

85-4218526

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

6811 E. Mayo Blvd., 4th Floor

Phoenix, Arizona

(Address of Principal Executive Offices)

 

85054

(Zip Code)

 

(844) 479-1555

(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

Class A Common Stock, $0.0001 par value

SMRT

The New York Stock Exchange

 


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. Yes ☒ No ☐

 

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). Yes ☒ No ☐

 

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

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 4, 2025, there were 188,070,618 shares of the registrant’s Class A Common Stock outstanding, par value $0.0001 per share.

 


 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I - Financial Information

3

 

Item 1. Financial Statements (unaudited)

3

 

Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024

3

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024

4

 

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit for the three and six months ended June 30, 2025 and 2024

5

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024

7

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

9

 

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

34

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

52

 

Item 4 - Controls and Procedures

52

 

 

 

PART II - Other Information

52

 

Item 1 - Legal Proceedings

52

 

Item 1A - Risk Factors

52

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

54

 

Item 3 - Defaults Upon Senior Securities

54

 

Item 4 - Mine Safety Disclosures

54

 

Item 5 - Other Information

54

 

Item 6 - Exhibits

55

Signatures

56

 

 


 

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:

•
our future financial performance, including our expectations regarding revenue, cost of revenue, operating expenses, capital expenditures, cash flows, and ability to achieve profitability;
•
our future operational performance, including our expectations regarding our metrics, including, among others, Annual Recurring Revenue, Average Revenue per Unit, Customer Churn, Property Net Revenue Retention, Customer Net Revenue Retention, Bookings, the number of Units Deployed, New Units Deployed, Units Shipped, and Units Booked;
•
the impact of macroeconomic conditions and geopolitical events on our business;
•
our anticipated investments in sales and marketing and research and development;
•
our recent leadership changes;
•
our ability to maintain our brand;
•
the impact of international trade restrictions, such as tariffs and other controls on imports or exports of goods, technology, or data;
•
our ability to successfully defend litigation brought against us;
•
the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;
•
our ability to achieve or maintain profitability;
•
our ability to effectively manage our growth and future expenses;
•
our ability to manage our supply chain;
•
our ability to attract new customers, sell into new and existing markets, upsell customers, and develop new products;
•
our investment strategy, business strategy and growth strategy, including the use of acquisitions to grow our business;
•
management’s plans, beliefs and objectives for future operations;
•
our expectations about competition and our ability to compete effectively with new and existing competitors in new and existing markets and offerings;
•
our expectations regarding our share repurchase program;
•
our ability to satisfy certain New York Stock Exchange (“NYSE”) listing requirements;
•
the impact of our acquisitions and our ability to successfully integrate acquired businesses;
•
the impact of seasonal factors on our business;
•
our ability to successfully expand in our existing markets and into new markets;
•
our ability to maintain the security and availability of our platform and products;
•
potential harm caused by significant disruptions of service, or the actual or perceived failure of our products to prevent security incidents;
•
our ability to prevent serious errors or defects across, and to otherwise maintain the uninterrupted operation of our network;
•
our ability to maintain, protect and enhance our intellectual property;
•
our expectations of the impact of, and our ability to comply with existing, modified or new laws and regulations applicable to our business; and

1


 

•
our ability to correctly estimate our tax obligations.

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, 2024, filed on March 5, 2025. 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)

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

105,044

 

 

$

142,482

 

Accounts receivable, net

 

 

58,571

 

 

 

59,299

 

Inventory

 

 

33,352

 

 

 

35,261

 

Deferred cost of revenue, current portion

 

 

5,782

 

 

 

8,727

 

Prepaid expenses and other current assets

 

 

14,794

 

 

 

11,881

 

Total current assets

 

 

217,543

 

 

 

257,650

 

Property and equipment, net

 

 

5,583

 

 

 

2,451

 

Deferred cost of revenue

 

 

910

 

 

 

3,073

 

Goodwill

 

 

92,339

 

 

 

117,268

 

Intangible assets, net

 

 

21,438

 

 

 

23,375

 

Other long-term assets

 

 

16,156

 

 

 

16,359

 

Total assets

 

$

353,969

 

 

$

420,176

 

 

 

 

 

 

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

11,664

 

 

$

8,716

 

Accrued expenses and other current liabilities

 

 

30,588

 

 

 

27,245

 

Deferred revenue, current portion

 

 

37,807

 

 

 

35,071

 

Total current liabilities

 

 

80,059

 

 

 

71,032

 

Deferred revenue

 

 

28,550

 

 

 

52,588

 

Other long-term liabilities

 

 

6,511

 

 

 

7,121

 

Total liabilities

 

 

115,120

 

 

 

130,741

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Convertible preferred stock, $0.0001 par value; 50,000 shares authorized as of June 30, 2025 and December 31, 2024; no shares of preferred stock issued and outstanding as of June 30, 2025 and December 31, 2024

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 500,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively; 188,064 and 192,049 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

 

19

 

 

 

19

 

Additional paid-in capital

 

 

642,010

 

 

 

637,361

 

Accumulated deficit

 

 

(403,809

)

 

 

(347,847

)

Accumulated other comprehensive loss

 

 

629

 

 

 

(98

)

Total stockholders' equity

 

 

238,849

 

 

 

289,435

 

Total liabilities, convertible preferred stock and stockholders' equity

 

$

353,969

 

 

$

420,176

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

3


SMARTRENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except per share amounts)

 

 

 

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

$

15,143

 

 

$

24,676

 

 

$

33,973

 

 

$

53,753

 

 

Professional services

 

 

4,327

 

 

 

5,816

 

 

 

8,220

 

 

 

9,274

 

 

Hosted services

 

 

18,838

 

 

 

18,026

 

 

 

37,459

 

 

 

35,980

 

 

Total revenue

 

 

38,308

 

 

 

48,518

 

 

 

79,652

 

 

 

99,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

12,868

 

 

 

16,318

 

 

 

26,828

 

 

 

35,002

 

 

Professional services

 

 

6,237

 

 

 

8,869

 

 

 

13,530

 

 

 

15,317

 

 

Hosted services

 

 

6,535

 

 

 

6,026

 

 

 

13,064

 

 

 

11,960

 

 

Total cost of revenue

 

 

25,640

 

 

 

31,213

 

 

 

53,422

 

 

 

62,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

6,465

 

 

 

7,484

 

 

 

14,723

 

 

 

15,846

 

 

Sales and marketing

 

 

6,375

 

 

 

4,716

 

 

 

11,145

 

 

 

9,270

 

 

General and administrative

 

 

11,513

 

 

 

12,023

 

 

 

28,407

 

 

 

28,689

 

 

Total operating expense

 

 

24,353

 

 

 

24,223

 

 

 

54,275

 

 

 

53,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment charge

 

 

-

 

 

 

-

 

 

 

24,929

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(11,685

)

 

 

(6,918

)

 

 

(52,974

)

 

 

(17,077

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

1,012

 

 

 

2,290

 

 

 

2,212

 

 

 

4,699

 

 

Other income, net

 

 

(220

)

 

 

91

 

 

 

(207

)

 

 

194

 

 

Loss before income taxes

 

 

(10,893

)

 

 

(4,537

)

 

 

(50,969

)

 

 

(12,184

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(33

)

 

 

68

 

 

 

75

 

 

 

113

 

 

Net loss

 

$

(10,860

)

 

$

(4,605

)

 

$

(51,044

)

 

$

(12,297

)

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

639

 

 

 

(11

)

 

 

727

 

 

 

(5

)

 

Comprehensive loss

 

$

(10,221

)

 

$

(4,616

)

 

$

(50,317

)

 

$

(12,302

)

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.06

)

 

$

(0.02

)

 

$

(0.27

)

 

$

(0.06

)

 

Weighted-average number of shares used in computing net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

188,755

 

 

 

201,986

 

 

 

190,577

 

 

 

202,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

 

 

 

 

 

4


SMARTRENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

 

 

 

Convertible Preferred Stock

 

 

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount (Par Value $0.0001)

 

 

 

Shares

 

 

Amount (Par Value $0.0001)

 

 

Additional Paid In Capital

 

 

Accumulated Deficit

 

 

Accumulated other comprehensive (loss) income

 

 

Total Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

 

-

 

 

$

-

 

 

 

 

192,049

 

 

$

19

 

 

$

637,361

 

 

$

(347,847

)

 

$

(98

)

 

$

289,435

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

2,836

 

 

 

-

 

 

 

-

 

 

 

2,836

 

Issuance of Class A common stock upon vesting of equity awards

 

 

-

 

 

 

-

 

 

 

 

906

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Tax withholdings related to net share settlement of equity awards

 

 

-

 

 

 

-

 

 

 

 

(328

)

 

 

-

 

 

 

(478

)

 

 

-

 

 

 

-

 

 

 

(478

)

ESPP purchases

 

 

-

 

 

 

-

 

 

 

 

140

 

 

 

-

 

 

 

175

 

 

 

-

 

 

 

-

 

 

 

175

 

Repurchases of Class A common stock

 

 

 

 

 

 

 

 

 

(1,018

)

 

 

-

 

 

 

-

 

 

 

(1,202

)

 

 

-

 

 

 

(1,202

)

Net loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(40,184

)

 

 

-

 

 

 

(40,184

)

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88

 

 

 

88

 

Balance, March 31, 2025

 

 

-

 

 

 

-

 

 

 

 

191,749

 

 

 

19

 

 

 

639,894

 

 

 

(389,233

)

 

 

(10

)

 

 

250,670

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

2,161

 

 

 

-

 

 

 

-

 

 

 

2,161

 

Issuance of common stock upon vesting of equity awards

 

 

-

 

 

 

-

 

 

 

 

438

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Tax withholdings related to net share settlement of equity awards

 

 

-

 

 

 

-

 

 

 

 

(57

)

 

 

-

 

 

 

(45

)

 

 

-

 

 

 

-

 

 

 

(45

)

Repurchases of Class A common stock

 

 

-

 

 

 

-

 

 

 

 

(4,066

)

 

 

-

 

 

 

 

 

 

(3,716

)

 

 

-

 

 

 

(3,716

)

Net loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,860

)

 

 

-

 

 

 

(10,860

)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

639

 

 

 

639

 

Balance, June 30, 2025

 

 

-

 

 

$

-

 

 

 

 

188,064

 

 

$

19

 

 

$

642,010

 

 

$

(403,809

)

 

$

629

 

 

$

238,849

 

 

 

5


SMARTRENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

 

 

Convertible Preferred Stock

 

 

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount (Par Value $0.0001)

 

 

 

Shares

 

 

Amount (Par Value $0.0001)

 

 

Additional Paid In Capital

 

 

Accumulated Deficit

 

 

Accumulated other comprehensive (loss) income

 

 

Total Stockholders' Equity

 

Balance, December 31, 2023

 

 

-

 

 

$

-

 

 

 

 

203,327

 

 

$

20

 

 

$

628,156

 

 

$

(285,512

)

 

$

(216

)

 

$

342,448

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

3,281

 

 

 

-

 

 

 

-

 

 

 

3,281

 

Issuance of Class A common stock upon vesting of equity awards

 

 

-

 

 

 

-

 

 

 

 

775

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Tax withholdings related to net share settlement of equity awards

 

 

-

 

 

 

-

 

 

 

 

(291

)

 

 

-

 

 

 

(898

)

 

 

-

 

 

 

-

 

 

 

(898

)

Exercise of options

 

 

-

 

 

 

-

 

 

 

 

192

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

2

 

Net settlement related to exercise of options

 

 

-

 

 

 

-

 

 

 

 

(31

)

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

ESPP purchases

 

 

-

 

 

 

-

 

 

 

 

134

 

 

 

-

 

 

 

337

 

 

 

-

 

 

 

-

 

 

 

337

 

Repurchases of Class A common stock

 

 

 

 

 

 

 

 

 

(1,595

)

 

 

-

 

 

 

-

 

 

 

(4,397

)

 

 

-

 

 

 

(4,397

)

Net loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,692

)

 

 

-

 

 

 

(7,692

)

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

6

 

Balance, March 31, 2024

 

 

-

 

 

 

-

 

 

 

 

202,511

 

 

 

20

 

 

 

630,878

 

 

 

(297,601

)

 

 

(210

)

 

 

333,087

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

3,284

 

 

 

-

 

 

 

-

 

 

 

3,284

 

Issuance of common stock upon vesting of equity awards

 

 

-

 

 

 

-

 

 

 

 

568

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Tax withholdings related to net share settlement of equity awards

 

 

-

 

 

 

-

 

 

 

 

(145

)

 

 

-

 

 

 

(369

)

 

 

-

 

 

 

-

 

 

 

(369

)

Repurchases of Class A common stock

 

 

-

 

 

 

-

 

 

 

 

(765

)

 

 

-

 

 

 

-

 

 

 

(2,003

)

 

 

-

 

 

 

(2,003

)

Net loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,605

)

 

 

-

 

 

 

(4,605

)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11

)

 

 

(11

)

Balance, June 30, 2024

 

 

-

 

 

$

-

 

 

 

 

202,169

 

 

$

20

 

 

$

633,793

 

 

$

(304,209

)

 

$

(221

)

 

$

329,383

 

 

 

 

 

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,

 

 

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(51,044

)

 

$

(12,297

)

Adjustments to reconcile net loss to net cash used by operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

4,009

 

 

 

3,086

 

Impairment of investment in non-affiliate

 

 

-

 

 

 

2,250

 

Goodwill impairment

 

 

24,929

 

 

 

-

 

Provision for warranty expense

 

 

497

 

 

 

(837

)

Non-cash lease expense

 

 

449

 

 

 

732

 

Stock-based compensation

 

 

4,997

 

 

 

6,565

 

Change in fair value of earnout related to acquisition

 

 

(294

)

 

 

140

 

Non-cash interest expense

 

 

72

 

 

 

72

 

Provision for excess and obsolete inventory

 

 

594

 

 

 

120

 

Provision for expected credit losses

 

 

141

 

 

 

1,360

 

Non-cash legal expense (Note 12 "Commitments and Contingencies")

 

 

-

 

 

 

4,955

 

Change in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

897

 

 

 

(4,712

)

Inventory

 

 

1,378

 

 

 

2,059

 

Deferred cost of revenue

 

 

5,108

 

 

 

5,155

 

Prepaid expenses and other assets

 

 

(2,821

)

 

 

(1,839

)

Accounts payable

 

 

2,914

 

 

 

(8,663

)

Accrued expenses and other liabilities

 

 

2,584

 

 

 

(3,339

)

Deferred revenue

 

 

(21,311

)

 

 

(11,208

)

Lease liabilities

 

 

(198

)

 

 

(813

)

Net cash used in operating activities

 

 

(27,099

)

 

 

(17,214

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of property and equipment

 

 

(3,462

)

 

 

(275

)

Capitalized software costs

 

 

(2,388

)

 

 

(1,722

)

Net cash used in investing activities

 

 

(5,850

)

 

 

(1,997

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Payments for repurchases of Class A common stock

 

 

(4,918

)

 

 

(6,381

)

Proceeds from options exercise

 

 

-

 

 

 

2

 

Proceeds from ESPP purchases

 

 

175

 

 

 

337

 

Taxes paid related to net share settlements of stock-based compensation awards

 

 

(523

)

 

 

(1,267

)

Payment of earnout related to acquisition

 

 

-

 

 

 

(1,530

)

Net cash used in financing activities

 

 

(5,266

)

 

 

(8,839

)

Effect of exchange rate changes on cash and cash equivalents

 

 

777

 

 

 

23

 

Net decrease in cash, cash equivalents, and restricted cash

 

 

(37,438

)

 

 

(28,027

)

Cash, cash equivalents, and restricted cash - beginning of period

 

 

142,482

 

 

 

215,709

 

Cash, cash equivalents, and restricted cash - end of period

 

$

105,044

 

 

$

187,682

 

 

 

 

 

 

 

 

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets

 

 

 

 

 

 

Cash and cash equivalents

 

$

105,044

 

 

$

187,435

 

Restricted cash, current portion

 

 

-

 

 

 

247

 

Total cash, cash equivalents, and restricted cash

 

$

105,044

 

 

$

187,682

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

7


SMARTRENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Unaudited)

(in thousands)

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Interest paid

 

$

125

 

 

$

131

 

Cash paid for income taxes

 

 

299

 

 

 

165

 

Schedule of non-cash investing and financing activities

 

 

 

 

 

 

Accrued property and equipment at period end

 

 

23

 

 

 

55

 

Stock repurchases excise tax charged to equity

 

 

32

 

 

 

19

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

8


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

NOTE 1. DESCRIPTION OF BUSINESS

SmartRent, Inc., and its wholly owned subsidiaries (collectively, the "Company"), is an enterprise real estate technology company that provides comprehensive management software and applications designed for property owners, managers and residents. Its suite of products and services, which includes both smart building hardware and cloud-based software-as-a-service ("SaaS") solutions, provides seamless visibility and control over real estate assets. The Company’s solutions can help lower operating costs, increase revenue, mitigate operational friction and protect assets for owners and operators, while providing a differentiated, elevated living experience for residents. The Company is headquartered in Phoenix, Arizona.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("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 Condensed Consolidated Balance Sheet at December 31, 2024 has been derived from the audited consolidated financial statements as of December 31, 2024, as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. 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 Condensed Consolidated Financial Statements related to the three and six months ended June 30, 2025 and 2024 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 six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any future period.

Foreign Currency

SmartRent, Inc.'s functional and reporting currency is United States Dollars (“USD”) and its foreign subsidiaries have a functional currency other than USD. Financial position and results of operations of the Company's international subsidiaries are measured using local currencies as the functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. The Company's international subsidiaries' statements of operations accounts are translated at the weighted-average rates of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’ equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other than an entity’s functional currency, are reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Liquidity

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. Management believes that currently available resources will provide sufficient funds to enable the Company to meet its obligations for at least one year past the issuance date of these financial statements. The Company may need to raise additional capital through equity or debt financing to fund future operations until it generates positive operating cash flows. There can be no assurance that such additional equity or debt financing will be available on terms acceptable to the Company, or at all.

Use of Estimates

The preparation of financial statements in conformity with 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 performing impairment testing of recorded goodwill, intangible assets, and long-lived assets, valuing the Company’s inventories on hand, allowance for expected credit losses, intangible assets, earnout liabilities, warranty liabilities, stand-alone selling price of items sold, and certain assumptions used in the valuation of equity awards, including 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.

9


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

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 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 unvested shares of common stock 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.

Cash and Cash Equivalents

The Company considers financial instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents at multiple financial institutions, and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. The Company believes any risks are mitigated through the size and security of the financial institution at which its cash balances are held.

10


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Restricted Cash

The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports the current portion of restricted cash as a separate item in the Condensed Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Condensed Consolidated Balance Sheets. The Company determines current or non-current classification based on the expected duration of the restriction.

Accounts Receivable, net

Accounts receivable consist of balances due from customers resulting from the sale of hardware, professional services and Hosted Services. Accounts receivable are recorded at invoiced amounts, are non-interest bearing and are presented net of the associated allowance for expected credit losses on the Condensed Consolidated Balance Sheets. The allowance for expected credit losses totaled $2,938 and $2,797 as of June 30, 2025, and December 31, 2024, respectively. The provision for expected credit losses is recorded in general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The provision for expected credit losses totaled $(26) and $179 for the three months ended June 30, 2025 and 2024, respectively. The provision for expected credit losses totaled $141 and $1,360 for the six months ended June 30, 2025 and 2024, respectively. The Company evaluates the collectability of the accounts receivable balances and has determined the allowance for expected credit losses based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the Condensed Consolidated Balance Sheets date. Accounts receivable determined to be uncollectible are charged against the allowance for expected credit losses. 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 Condensed Consolidated Balance Sheet date. Revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable for each significant customer follows.

 

 

Accounts Receivable

 

Revenue

 

Revenue

 

 

As of

 

For the three months ended

 

For the six months ended

 

 

June 30, 2025

 

December 31, 2024

 

June 30, 2025

 

June 30, 2024

 

June 30, 2025

 

June 30, 2024

Customer A

 

14%

 

14%

 

*

 

*

 

*

 

*

Customer B

 

14%

 

12%

 

11%

 

*

 

13%

 

16%

Customer C

 

21%

 

21%

 

*

 

26%

 

*

 

15%

Customer D

 

*

 

*

 

*

 

*

 

18%

 

*

* Total less than 10% for the respective period

 

Inventory

Inventories, which are comprised of smart home equipment and components, are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out method. The Company adjusts the inventory balance based on anticipated obsolescence, usage and historical write-offs.

In August 2023, the Company entered into a Product Sales Agreement (the "Agreement") with ADI Global Distribution ("ADI"), pursuant to which, ADI agreed to serve as the Company's non-exclusive hardware fulfillment partner throughout the United States, Canada, and Puerto Rico. The Company was subject to certain buy-back provisions relating to the transferred inventory. As of December 31, 2024, the Company recorded $537 in connection with the buy-back provision, which is recorded in other current liabilities on the Condensed Consolidated Balance Sheets. As of June 30, 2025, there was no amount recorded in connection with the buy-back provision.

11


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Goodwill

Goodwill represents the excess of cost over net assets of the Company's completed business combinations. The Company tests for potential impairment of goodwill on an annual basis as of September 30 to determine if the carrying value is less than the fair value. The Company will conduct additional tests between annual tests if there are indications of potential goodwill impairment. During the three months ended March 31, 2025, the Company experienced a sustained decline in stock price, resulting in a significant decrease in market capitalization. As a result, the Company conducted an interim impairment test utilizing the qualitative approach and determined that impairment is more likely than not. As a result, the Company then performed an interim quantitative impairment test which resulted in an indication of impairment.

The fair value of the reporting unit used in this impairment test was determined using the combination of an income approach and market-based approach. The mix between the two approaches requires significant judgement, however, the Company engaged a third-party valuation specialist to assist with its assessment. As a result of this test, the Company recorded a goodwill impairment charge of $24,929 during the three months ended March 31, 2025. There was no such charge during the three months ended June 30, 2025 or three and six months ended June 30, 2024.

 

 

June 30, 2025

 

 

December 31, 2024

 

Balance at beginning of period

$

117,268

 

 

$

117,268

 

Impairment charge

 

(24,929

)

 

 

-

 

Balance at end of period

$

92,339

 

 

$

117,268

 

 

The significant assumptions used in determining the fair value of the reporting unit under the income approach primarily relate to revenue growth rate, forecasted EBITDA and the selected discount rate used in the discounted cash flow model. The significant assumptions used in the market-based approach primarily relate to the forecasted EBITDA margin, the selected control premium, and selected revenue and EBITDA multiples, which require significant judgement.

To the extent that inputs and assumptions used in the analysis change, such as an increased discount rate, updated cash flow projections, or decreases to Guideline companies’ multiples, additional impairment charges may be recorded in the future. In addition, a further decrease in the Company’s common stock share price and market capitalization could be an indicator of a decrease in the fair value of the Company’s equity.

Intangible Assets

The Company recorded intangible assets with finite lives, including customer relationships and developed technology, as a result of acquisitions made in prior years. Intangible assets are amortized on a straight-line basis based on their estimated useful lives. The estimated useful life of these intangible assets are as follows.

 

 

Estimated useful life (in years)

 

Trade name

 

5

 

Customer relationships

 

10 - 13

 

Developed technology

 

1 - 7

 

 

12


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

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 June 30, 2025 and 2024, warranty expense included in cost of hardware revenue was $311 and $136, respectively. For the six months ended June 30, 2025 and 2024, warranty expense included in cost of hardware revenue was $426 and $43, respectively. As of June 30, 2025, and December 31, 2024, the Company’s warranty allowance was $856 and $1,077, respectively, and is recorded in other current liabilities on the Condensed Consolidated Balance Sheets.

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.

13


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The Company recognizes transfers between levels of the hierarchy based on the fair values of the respective financial measurements at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the three or six months ended June 30, 2025 or 2024. The carrying amounts of the Company’s accounts receivable, accounts payable and accrued and other liabilities approximate their fair values due to their short maturities.

Revenue Recognition

The Company derives its revenue primarily from sales of systems that consist of hardware devices, professional services and Hosted Services to assist property owners and property managers with visibility and control over assets, while providing all-in-one home control offerings for residents. Revenue is recorded when control of these products and services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those products and services.

The Company may enter into contracts that contain multiple distinct performance obligations. The transaction price for a typical arrangement includes the price for: smart home hardware devices, professional services, and a subscription for use of the Company's software (“Hosted Services”). Included in these contracts are centrally connected devices ("Hub Devices"), which integrate the Company’s enterprise software with third party smart devices. Historically, the Company only sold non-distinct Hub Devices which only functioned with a subscription to its software ("non-distinct Hub Devices"). During the year ended December 31, 2022, the Company began shipping Hub Devices with features that function independently from its software subscription ("distinct Hub Devices"). Non-distinct Hub Devices are recognized as a single performance obligation with the Company’s software in Hosted Services revenue, while distinct Hub Devices are recognized as a separate performance obligation in hardware revenue. When distinct Hub Devices are included in a contract, the Hosted Services performance obligation is comprised of only the Company’s software.

The Company considers delivery for each of the hardware, professional services and Hosted Services to be separate performance obligations. The hardware performance obligation includes the delivery of smart home hardware and distinct Hub Devices. The professional services performance obligation includes the services to install the hardware. The Hosted Services performance obligation provides a subscription that allows the customer access to software during the contracted-use term when the promised service is provided to the customer. Also included in the hosted service performance obligation are non-distinct Hub Devices that only function with a subscription to the Company’s software.

Payments are received by the Company by check or automated clearing house payments and payment terms are determined by individual contracts and generally range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue. The Company has elected the following practical expedients following the adoption of ASC 606:

•
Shipping and handling costs: the Company elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service and are recorded as hardware cost of revenue. Amounts billed for shipping and handling fees are recorded as revenue.
•
Sales tax collected from customers: the Company elected to exclude from the measurement of transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
•
Measurement of the transaction price: the Company applies the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. The Company only applies these steps when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to a customer.

14


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

•
Significant financing component: the Company elected not to adjust the promised amount of consideration for the effects of a significant financing component when the period between the transfer of promised goods or services and when the customer pays for the goods or services will be one year or less.

Timing of Revenue Recognition is as follows.

•
Hardware Revenue

Hardware revenue results from the direct sale to customers of hardware smart home devices, which devices generally consist of a distinct Hub Device, door locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to the Company's software, and the performance obligation for hardware revenue is considered satisfied, and revenue is recognized at a point in time when the hardware device is shipped to the customer. The Company generally provides a one-year warranty period on hardware devices that are delivered and installed. The cost of the warranty is recorded as a component of cost of hardware revenue.

•
Professional Services Revenue

Professional services revenue results from installing smart home hardware devices, which does not result in significant customization of the product and is generally performed over a period from two to four weeks. Installations can be performed by the Company's employees, contracted out to a third-party with the Company's employees managing the engagement, or the customer can perform the installation themselves. The Company’s professional services contracts are generally arranged on a fixed price basis, and revenue is recognized over the period in which the installations are completed.

•
Hosted Services Revenue

Hosted Services revenue primarily consists of monthly subscription revenue generated from fees that provide customers access to one or more of the Company’s software applications including access controls, asset monitoring and related services, and our Community WiFi solution, which provides communities with a private, device-dedicated WiFi network. These subscription arrangements have contractual terms ranging from one month to ten years and include recurring fixed plan subscription fees. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer. Variable consideration is immaterial.

Also included in Hosted Services revenue are non-distinct Hub Devices. The Company considers those devices and hosting services subscription a single performance obligation and therefore defers the recognition of revenue for those devices upon shipment to the customer. The revenue is then amortized over its average service life. When a non-distinct Hub Device is included in a contract that does not require a long-term service commitment, the customer obtains a material right to renew the service because purchasing a new device is not required upon renewal. If a contract contains a material right, proceeds are allocated to the material right and recognized over the period of benefit, which is generally four years.

15


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Cost of Revenue

Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement.

•
Hardware

Cost of hardware revenue consists primarily of direct costs of products, such as the distinct Hub Device, hardware devices, supplies purchased from third-party providers, and shipping costs, together with indirect costs related to warehouse facilities (including depreciation and amortization of capitalized assets and right-of-use assets), infrastructure costs, personnel-related costs associated with the procurement and distribution of products and warranty expenses together with the indirect cost of customer care and support.

•
Professional Services

Cost of professional services revenue consists primarily of direct costs related to personnel-related expenses for installation and supervision of installation services, general contractor expenses and travel expenses associated with the installation of products and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents.

•
Hosted Services

Cost of Hosted Services revenue consists primarily of the amortization of the direct costs of non-distinct Hub Devices, consistent with the revenue recognition period noted above in "Hosted Services Revenue", and infrastructure costs associated with providing software applications together with the indirect cost of customer care and support over the life of the service arrangement.

Deferred Cost of Revenue

Deferred cost of revenue includes all direct costs included in cost of revenue for Hosted Services and non-distinct Hub Devices that have been deferred to future periods.

Stock-Based Compensation

Our stock-based compensation consists of stock options and restricted stock units ("RSUs") granted to our employees and directors during the periods presented. Stock-based awards are measured based on the grant date fair value. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option-pricing model. The fair value of RSUs is based on the grant date fair value of the stock price. The fair value of these awards is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest. Forfeitures are recognized as they occur by reversing previously recognized compensation expense.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield, and the expected stock price volatility over the expected term and forfeitures, which are recognized as they occur. For all stock options granted, we calculated the expected term using the simplified method for “plain vanilla” stock option awards.

The grant date fair value is also utilized with respect to RSUs which vest based on performance and time based service conditions. For RSUs with a performance condition which vest based on a liquidity event, as well as a time-based service condition, no compensation expense is recognized until the performance condition has been satisfied. Subsequent to the liquidity event, compensation expense is recognized to the extent the requisite service period has been completed and compensation expense thereafter is recognized on an accelerated attribution method. Under the accelerated attribution method, compensation expense is recognized over the remaining requisite service period for each service condition tranche as though each tranche is, in substance, a separate award.

 

 

 

16


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Research and Development

These expenses relate to the research and development of new products and services and enhancements to the Company’s existing product offerings. The Company accounts for the cost of research and development by capitalizing qualifying costs, which are incurred during the product development stage, and amortizing those costs over the product’s estimated useful life, which generally ranges from three to five years depending on the type of application. The Company expenses preliminary evaluation costs as they are incurred before the product development stage, as well as post development implementation and operation costs, such as training, maintenance and minor upgrades. During the three months ended June 30, 2025 and 2024, the Company capitalized $1,120 and $1,815, respectively, of research and development costs in other long-term assets on the Consolidated Balance Sheets. During the six months ended June 30, 2025 and 2024, the Company capitalized $2,935 and $2,655, respectively, of research and development costs in other long-term assets on the Consolidated Balance Sheets. As of June 30, 2025, the Company had capitalized $15,269 of research and development costs in other long-term assets on the Condensed Consolidated Balance Sheets, of which $10,764 remained to be amortized. As of December 31, 2024, the Company had capitalized $12,334 of research and development costs in other long-term assets on the Condensed Consolidated Balance Sheets, of which $9,543 remains to be amortized.

Advertising

Advertising costs are expensed as incurred and recorded as a component of sales and marketing expense. The Company incurred $335 and $149 of advertising expenses for the three months ended June 30, 2025 and 2024, respectively. The Company incurred $558 and $232 of advertising expenses for the six months ended June 30, 2025 and 2024, respectively.

Segments

The Company has one operating segment and one reportable segment. Its chief operating decision maker ("CODM") was the Company’s prior Chief Executive Officer until the Chief Executive Officer’s resignation on July 29, 2024. On that date, a management committee comprised of certain of the Company’s executives became the CODM until February 24, 2025 (the “Start Date”) and effective as of the Start Date, the Company appointed a new President and Chief Executive Officer who acted as the CODM until his departure on April 9, 2025 (the "End Date"). Effective as of the End Date, the Company appointed an interim Chief Executive Officer who served as the CODM until his departure on June 16, 2025. Effective June 16, 2025, the Company appointed a new President and Chief Executive Officer who currently serves as the CODM. The CODM 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. Refer to Note 13 - Segment Reporting for more information on the Company's operating and reportable segments.

Recent Accounting Guidance

Recent Accounting Guidance Not Yet Adopted

In November 2024, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statement disclosures.

17


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU No. 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU updates the annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is also permitted. The Company adopted this ASU during the year ended December 31, 2024. The adoption of this guidance modified the Company's segment disclosures but had no impact on results of operations, cash flows or financial condition.

In December 2023, the FASB issued ASU No. 2023-09 - Income Taxes (Topics 740): Improvements to Income Tax Disclosures. This ASU requires the expansion of disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statement disclosures.

 

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

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Assets on the Condensed Consolidated Balance Sheets

 

 

 

Carrying Value

 

 

Unrealized
Losses

 

 

Fair
Value

 

 

Carrying
Value

 

 

Unrealized Losses

 

 

Fair
Value

 

Cash and cash equivalents

 

Level 1

 

$

105,044

 

 

$

-

 

 

$

105,044

 

 

$

142,482

 

 

$

-

 

 

$

142,482

 

Total

 

 

 

$

105,044

 

 

$

-

 

 

$

105,044

 

 

$

142,482

 

 

$

-

 

 

$

142,482

 

 

The Company reports the current portion of restricted cash as a separate item in the Condensed Consolidated Balance Sheets and the non-current portion is a component of other long-term assets in the Condensed Consolidated Balance Sheets.

 

 

 

 

 

As of

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Liabilities on the Condensed Consolidated Balance Sheets

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

Acquisition earnout payment

 

Level 3

 

$

1,466

 

 

$

1,466

 

 

$

1,760

 

 

$

1,760

 

Total liabilities

 

 

 

$

1,466

 

 

$

1,466

 

 

$

1,760

 

 

$

1,760

 

 

In December 2021, the Company purchased all of the outstanding equity interests of iQuue, LLC ("iQuue"). The Company reports the current portion of the acquisition earnout payment as a component of other current liabilities in the Condensed Consolidated Balance Sheets and the non-current portion is a component of other long-term liabilities on the Condensed Consolidated Balance Sheets. Earnout payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company's Level 3 liabilities for the six months ended June 30, 2025 and year ended December 31, 2024 are as follows.

 

 

 

 

As of

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Balance at beginning of period

 

 

 

$

1,760

 

 

$

4,250

 

Payment of earnout in connection with the iQuue acquisition

 

 

 

 

-

 

 

 

(1,530

)

Change in fair value of earnout

 

 

 

 

(294

)

 

 

(960

)

Balance at end of period

 

 

 

$

1,466

 

 

$

1,760

 

 

18


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

 

The fair value of the earnout payment is measured on a recurring basis at each reporting date. During the six months ended June 30, 2025, the Company recorded a $294 decrease in the fair value of the earnout to reflect that actual value of the earnout as of the end of the earnout period on June 30, 2025. The final earnout payment of $1,466 was made in July 2025. During the six months ended June 30, 2024, the Company determined there was a $140 increase in the fair value of the earnout, primarily due to a decreased payment term as the Company is six months closer to the payout date. The Company recorded these adjustments in general and administrative expense on the Condensed Consolidated Statement of Operations and Comprehensive Loss. The following table sets forth the weighted-average assumptions used to estimate the fair value of the earnout payment as of December 31, 2024. No such estimate was made as of June 30, 2025 as the earnout amount was finalized as of June 30, 2025 and was paid in July 2025.

 

 

 

 

 

As of

 

 

 

 

 

December 31, 2024

 

Discount Rate

 

 

 

 

12.30

%

Volatility

 

 

 

 

40.00

%

 

NOTE 4. REVENUE AND DEFERRED REVENUE

Disaggregation of Revenue

In the following tables, revenue is disaggregated by primary geographical market, type of revenue, and SmartRent Solution.

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue by geography

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

38,288

 

 

$

47,852

 

 

$

79,608

 

 

$

98,153

 

International

 

 

20

 

 

 

666

 

 

 

44

 

 

 

854

 

Total revenue

 

$

38,308

 

 

$

48,518

 

 

$

79,652

 

 

$

99,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue by type

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

$

15,143

 

 

$

24,676

 

 

$

33,973

 

 

$

53,753

 

Professional services

 

 

4,327

 

 

 

5,816

 

 

 

8,220

 

 

$

9,274

 

Hosted services

 

 

18,838

 

 

 

18,026

 

 

 

37,459

 

 

$

35,980

 

Total revenue

 

$

38,308

 

 

$

48,518

 

 

$

79,652

 

 

$

99,007

 

 

19


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SmartRent Solutions

 

Hardware

 

Professional Services

 

Hosted Services

 

Total 2025

 

 

Hardware

 

Professional
Services

 

Hosted Services

 

Total 2024

 

 

Hardware

 

Professional
Services

 

Hosted Services

 

Total 2025

 

 

Hardware

 

Professional Services

 

Hosted Services

 

Total 2024

 

Smart Communities Solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Smart Apartments

 

$

13,558

 

$

3,807

 

$

14,609

 

$

31,974

 

 

$

22,124

 

$

4,461

 

$

14,146

 

$

40,731

 

 

$

31,255

 

$

6,801

 

$

29,024

 

$

67,080

 

 

$

49,556

 

$

7,171

 

$

28,216

 

$

84,943

 

 Access Control

 

 

1,193

 

 

267

 

 

614

 

 

2,074

 

 

 

866

 

 

918

 

 

379

 

 

2,163

 

 

 

1,832

 

 

743

 

 

1,145

 

 

3,720

 

 

 

1,883

 

 

1,517

 

 

735

 

 

4,135

 

 Community WiFi

 

 

54

 

 

41

 

 

209

 

 

304

 

 

 

13

 

 

221

 

 

179

 

 

413

 

 

 

57

 

 

259

 

 

402

 

 

718

 

 

 

147

 

 

234

 

 

346

 

 

727

 

 Other

 

 

338

 

 

212

 

 

781

 

 

1,331

 

 

 

1,673

 

 

216

 

 

551

 

 

2,440

 

 

 

829

 

 

417

 

 

1,464

 

 

2,710

 

 

 

2,170

 

 

396

 

 

961

 

 

3,527

 

Smart Operations Solutions

 

 

-

 

 

-

 

 

2,625

 

 

2,625

 

 

 

-

 

 

-

 

 

2,771

 

 

2,771

 

 

 

-

 

 

-

 

 

5,424

 

 

5,424

 

 

 

(3

)

 

(44

)

 

5,722

 

 

5,675

 

 Total Revenue

 

$

15,143

 

$

4,327

 

$

18,838

 

$

38,308

 

 

$

24,676

 

$

5,816

 

$

18,026

 

$

48,518

 

 

$

33,973

 

$

8,220

 

$

37,459

 

$

79,652

 

 

$

53,753

 

$

9,274

 

$

35,980

 

$

99,007

 

 

Remaining Performance Obligations

Advance payments received from customers are recorded as deferred revenue and are recognized upon the completion of related performance obligations over the period of service. Advance payments for non-distinct Hub Devices were recorded as deferred revenue and recognized over their average in-service life. Advance payments received from customers for subscription services are recorded as deferred revenue and recognized over the term of the subscription. A summary of the change in deferred revenue is as follows.

 

 

For the six months ended June 30,

 

 

 

 

2025

 

 

2024

 

 

Deferred revenue balance as of January 1

 

$

87,659

 

 

$

123,159

 

 

Revenue recognized from balance of deferred revenue
      at the beginning of the period

 

 

(21,448

)

 

 

(8,656

)

 

Revenue deferred during the period

 

 

6,187

 

 

 

7,075

 

 

Revenue recognized from revenue originated
     and deferred during the period

 

 

(807

)

 

 

(2,010

)

 

Deferred revenue balance as of March 31

 

 

71,591

 

 

 

119,568

 

 

Revenue recognized from balance of deferred revenue
      at the beginning of the period

 

 

(8,454

)

 

 

(8,914

)

 

Revenue deferred during the period

 

 

6,202

 

 

 

4,244

 

 

Revenue recognized from revenue originated
     and deferred during the period

 

 

(2,982

)

 

 

(3,040

)

 

Deferred revenue balance as of June 30

 

 

66,357

 

 

 

111,858

 

 

 

As of June 30, 2025, the Company expects to recognize 57% of its total deferred revenue within the next 12 months, 22% of its total deferred revenue between 13 and 36 months, 18% between 37 and 60 months, and the remainder is expected to be recognized beyond five years. Contracts may contain termination for convenience provisions that allow the Company, customer, or both parties the ability to terminate for convenience, either at any time or upon providing a specified notice period, without a substantive termination penalty. Included in deferred revenue as of June 30, 2025 and 2024 are $13,283 and $30,635, respectively, of prepaid fees related to contracts with termination for convenience provisions which are refundable at the request of the customer. Based on the Company's historical experience, customers do not typically exercise their termination for convenience rights. Deferred cost of revenue includes all direct costs included in cost of revenue that have been deferred to future periods.

20


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

NOTE 5. OTHER BALANCE SHEET INFORMATION

 

Inventory consisted of the following.

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Finished Goods

 

$

32,967

 

 

$

34,876

 

Raw Materials

 

 

385

 

 

 

385

 

Total inventory

 

$

33,352

 

 

$

35,261

 

 

The Company writes-down inventory for any excess or obsolete inventories or when the Company believes the net realizable value of inventories is less than the carrying value. During the three months ended June 30, 2025 and 2024, the Company recorded write-downs of $387 and $75, respectively. During the six months ended June 30, 2025 and 2024, the Company recorded write-downs of $594 and $171, respectively.

 

Prepaid expenses and other current assets consisted of the following.

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Prepaid expenses

 

$

7,759

 

 

$

7,867

 

Other current assets

 

 

7,035

 

 

 

4,014

 

Total prepaid expenses and other current assets

 

$

14,794

 

 

$

11,881

 

 

Property and equipment, net consisted of the following.

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Leasehold improvements

 

$

5,169

 

 

$

2,185

 

Computer hardware

 

 

2,320

 

 

 

2,469

 

Warehouse and other equipment

 

 

879

 

 

 

815

 

Furniture and fixtures

 

 

305

 

 

 

153

 

Property and equipment

 

 

8,673

 

 

 

5,622

 

Less: Accumulated depreciation

 

 

(3,090

)

 

 

(3,171

)

Total property and equipment, net

 

$

5,583

 

 

$

2,451

 

 

Depreciation and amortization expense on all property, plant and equipment was $170 and $195 during the three months ended June 30, 2025 and 2024, respectively. Depreciation and amortization expense on all property, plant and equipment was $359 and $377 during the six months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025, accumulated depreciation decreased due to the disposal of property and equipment.

 

Intangible assets, net consisted of the following.

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Gross

 

 

Accumulated Amortization

 

 

Net

 

 

Gross

 

 

Accumulated Amortization

 

 

Net

 

Customer relationships

 

$

22,990

 

 

$

(7,335

)

 

$

15,655

 

 

$

22,990

 

 

$

(6,223

)

 

$

16,767

 

Developed technology

 

 

10,600

 

 

 

(5,118

)

 

 

5,482

 

 

 

10,600

 

 

 

(4,383

)

 

 

6,217

 

Trade name

 

 

900

 

 

 

(599

)

 

 

301

 

 

 

900

 

 

 

(509

)

 

 

391

 

Total intangible assets, net

 

$

34,490

 

 

$

(13,052

)

 

$

21,438

 

 

$

34,490

 

 

$

(11,115

)

 

$

23,375

 

 

21


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

 

Amortization expense on all intangible assets was $968 for the three months ended June 30, 2025 and 2024. Amortization expense on all intangible assets was $1,937 for the six months ended June 30, 2025 and 2024. Total future amortization for finite-lived intangible assets is estimated as follows.

 

 

 

Amortization Expense

 

2025 - Remaining

 

$

1,937

 

2026

 

 

3,873

 

2027

 

 

3,734

 

2028

 

 

3,693

 

2029

 

 

2,554

 

Thereafter

 

 

5,647

 

Total

 

$

21,438

 

 

Other long-term assets consisted of the following.

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Capitalized software costs, net

 

$

9,994

 

 

$

9,463

 

Operating lease - ROU asset, net

 

 

3,360

 

 

 

3,808

 

Other long-term assets

 

 

2,802

 

 

 

3,088

 

Total other long-term assets

 

$

16,156

 

 

$

16,359

 

 

Amortization expense for capitalized software costs was $876 and $388 for the three months ended June 30, 2025 and 2024, respectively. Amortization expense for capitalized software costs was $1,617 and $711 for the six months ended June 30, 2025 and 2024, respectively.

 

Accrued expenses and other current liabilities consisted of the following.

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Accrued expenses

 

$

19,369

 

 

$

13,052

 

Accrued compensation costs

 

 

6,834

 

 

 

8,249

 

Accrued acquisition consideration

 

 

1,466

 

 

 

1,760

 

Warranty allowance

 

 

856

 

 

 

1,077

 

Other

 

 

2,063

 

 

 

3,107

 

Total accrued expenses and other current liabilities

 

$

30,588

 

 

$

27,245

 

 

Other long-term liabilities consisted of the following.

 

 

As of

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Lease liability, noncurrent

 

$

6,415

 

 

$

7,021

 

Other long-term liabilities

 

 

96

 

 

 

100

 

Total other long-term liabilities

 

$

6,511

 

 

$

7,121

 

 

22


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

NOTE 6. DEBT

 

Term Loan and Revolving Line of Credit Facility

In December 2021, the Company entered into a $75,000 Senior Revolving Facility with a five-year term (the "Senior Revolving Facility"). The Senior Revolving Facility includes a letter of credit sub-facility in the aggregate availability of $10,000 as a sublimit of the Senior Revolving Facility, and a swingline sub-facility in the aggregate availability of $10,000 as a sublimit of the Senior Revolving Facility. Proceeds from the Senior Revolving Facility are to be used for general corporate purposes. Amounts borrowed under the Senior Revolving Facility may be repaid and, prior to the Senior Revolving Facility maturity date, reborrowed. The Senior Revolving Facility terminates on the Senior Revolving Facility maturity date in December 2026, when the principal amount of all advances, the unpaid interest thereon, and all other obligations relating to the Senior Revolving Facility shall be immediately due and payable. The Company has yet to draw on the Senior Revolving Facility as of June 30, 2025. The Company accounted for the cancellation of its previous revolving facility and the issuance of the Senior Revolving Facility as an exchange with the same creditor. As a result, all costs related to entering into the Senior Revolving Facility that are allowed to be deferred are recorded as a deferred asset and included in other assets on the Condensed Consolidated Balance Sheets. These costs totaled $688 and will be amortized ratably over the five-year term of the Senior Revolving Facility. For the three months ended June 30, 2025 and 2024, the Company recorded $36 and $38, respectively, of amortization expense in connection with these costs, as a component of interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. For each of the six months ended June 30, 2025 and 2024, the Company recorded $72 of amortization expense in connection with these costs, as a component of interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Interest rates for draws upon the Senior Revolving Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus 0.10%, subject to a floor of 0.00%, plus an applicable margin. For ABR Loans, the interest rate is based upon the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50%, or (iii) 3.25%, plus an applicable margin. As of June 30, 2025, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 1.75% and (0.50%), respectively.

In addition to paying interest on the outstanding principal balance under the Senior Revolving Facility, the Company is required to pay a facility fee to the lender in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Senior Revolving Facility and is one fourth of one percent (0.25%) per annum based on the unused facility amount. During the three months ended June 30, 2025 and 2024, the facility fee totaled $45 and $44, respectively. During the six months ended June 30, 2025 and 2024, the facility fee totaled $92 and $87, respectively.

The Senior Revolving Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, the Company’s ability to (i) engage in certain mergers or consolidations, (ii) sell, lease or transfer all or substantially all of the Company’s assets, (iii) engage in certain transactions with affiliates, (iv) make changes in the nature of the Company’s business and its subsidiaries, and (v) incur additional indebtedness that is secured on a pari passu basis with the Senior Revolving Facility.

The Senior Revolving Facility also requires the Company, on a consolidated basis with its subsidiaries, to maintain a minimum cash balance. If the minimum cash balance is not maintained, the Company is required to maintain a minimum liquidity ratio. If an event of default occurs, the lender is entitled to take various actions, including the acceleration of amounts due under the Senior Revolving Facility and all actions permitted to be taken by a secured creditor. As of June 30, 2025, and through the date these condensed consolidated financial statements were issued, the Company believes it was in compliance with all financial covenants.

The Senior Revolving Facility is collateralized by first priority or equivalent security interests in substantially all the property, rights, and assets of the Company.

As of June 30, 2025 and December 31, 2024, there was no outstanding principal amount under the Senior Revolving Facility.

23


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 of June 30, 2025, there are no preferred stock issued or outstanding.

Stock Repurchase Program

In March 2024, the Company's Board of Directors (the "Board") authorized a stock repurchase program pursuant to which we may repurchase up to $50,000 of our Class A common stock. Repurchases under the program may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate us to acquire any particular amount of our Class A common stock and may be suspended at any time at our discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

During the three months ended June 30, 2025, the Company repurchased and subsequently retired 4,066 shares of our Class A common stock under the stock repurchase program at an average price of $0.91 per share for a total of $3,684, including $41 of broker fees. During the six months ended June 30, 2025, the Company repurchased and subsequently retired 5,084 shares of our Class A common stock under the stock repurchase program at an average price of $0.96 per share for a total of $4,886, including $51 of broker fees. As of June 30, 2025, approximately $16,751 remained available for stock repurchases pursuant to our stock repurchase program.

During the three months ended June 30, 2024, the Company repurchased and subsequently retired 765 shares of our Class A common stock under the stock repurchase program at an average price of $2.62 per share for a total of $2,008, including broker fees of $8. During the six months ended June 30, 2024, the Company repurchased and subsequently retired 2,360 shares of our Class A common stock under the stock repurchase program at an average price of $2.70 per share for a total of $6,381, including $15 of broker fees. The Company has elected to record the amount paid to repurchase the shares in excess of the par value entirely to accumulated deficit. As of June 30, 2024, approximately $43,643 remained available for stock repurchases pursuant to our stock repurchase program.

 

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 sought to achieve this purpose by providing awards in the form of stock options and restricted stock purchase rights. Awards granted as stock options under the 2018 Stock Plan generally expire no later than 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.

Amendment to the 2018 Stock Plan

In April 2021, the board of directors of Legacy SmartRent executed a unanimous written consent to provide an additional incentive to certain employees of Legacy SmartRent by amending the 2018 Stock Plan to allow for the issuance of RSUs and granted a total of 1,533 RSUs to certain employees which vest over four years. The estimated fair value for each RSU issued was approximately $21.55 per share and the total stock-based compensation expense to be amortized over the vesting period is $33,033. Effective upon the Business Combination in August 2021, the 2018 Stock Plan was replaced by the 2021 Plan. The 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. No new awards will be granted out of the 2018 Stock Plan.

24


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

2021 Equity Incentive Plan

In connection with the Business Combination, the Board approved and implemented the SmartRent, Inc. 2021 Plan (the "2021 Plan"). The purpose of the 2021 Plan is to enhance the Company's ability to attract, retain and motivate persons who make, or are expected to make, important contributions to the Company by providing these individuals with equity ownership opportunities and equity-linked compensation opportunities.

The 2021 Plan authorizes the administrator of the 2021 Plan (generally, the Board or its 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 Class A common stock. On May 14, 2024, the Company's stockholders approved the 2021 Plan, as amended and restated, which increased the number of shares reserved for issuance thereunder by 8,900 shares of Class A common stock. The Company is authorized to issue up to a total of 24,400 shares of Class A common stock under the 2021 Plan, as amended and restated. Non-employee board member RSUs generally will vest either over one year or three years, subject to the recipient’s continued service through the applicable vesting date or dates. The RSUs and options granted to employees are generally subject to a four-year vesting schedule and all vesting generally shall be subject to the recipient’s continued service with the Company or its subsidiaries through the applicable vesting dates.

The table below summarizes the activity pursuant to the 2021 Plan, for the six months ended June 30, 2025, and the shares available for future issuances as of June 30, 2025 and December 31, 2024.

 

Shares Available for Future Issuance

 

Shares available as of December 31, 2024

 

16,856

 

RSUs issued, net

 

(5,097

)

Shares available as of March 31, 2025

 

11,759

 

Stock options forfeited

 

427

 

RSUs issued, net

 

(3,713

)

Shares available as of June 30, 2025

 

8,473

 

 

The table below summarizes the activity related to stock options, pursuant to the 2018 Stock Plan and 2021 Plan, for the six months ended June 30, 2025.

 

Options Outstanding

 

 

Number of
Options

 

 

Weighted-
Average
Exercise Price
($ per share)

 

 

Weighted
Average
Remaining
Contractual
Life (years)

 

 

Aggregate
Intrinsic
Value

 

December 31, 2024

 

4,165

 

 

$

1.90

 

 

 

6.74

 

 

$

2,445

 

<no activity>

 

-

 

 

$

-

 

 

 

 

 

 

 

March 31, 2025

 

4,165

 

 

$

1.90

 

 

 

6.50

 

 

$

1,414

 

Forfeited

 

(427

)

 

$

3.07

 

 

 

 

 

 

 

June 30, 2025

 

3,738

 

 

$

1.77

 

 

 

6.16

 

 

$

993

 

Exercisable options as of June 30, 2025

 

2,692

 

 

$

1.22

 

 

 

4.90

 

 

$

993

 

 

25


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

 

During the three months ended June 30, 2025 and 2024, stock-based compensation expense of $213 and $674, respectively, was recognized in connection with the outstanding options. During the six months ended June 30, 2025 and 2024, stock-based compensation expense of $508 and $1,366, respectively, was recognized in connection with the outstanding options. As of June 30, 2025, there is $2,192 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.3 years.

The table below summarizes the activity related to RSUs, pursuant to the 2018 Stock Plan and 2021 Plan, for the six months ended June 30, 2025.

 

Restricted Stock Units

 

Number of
Restricted Stock Units

 

 

Weighted
Average
Grant Date Fair Value (per share)

 

 

December 31, 2024

 

5,310

 

 

$

2.69

 

 

Granted

 

6,760

 

 

$

1.49

 

 

Vested or distributed

 

(906

)

 

$

3.52

 

 

Forfeited

 

(563

)

 

$

1.93

 

 

March 31, 2025

 

10,601

 

 

$

1.90

 

 

Granted

 

6,034

 

 

$

0.85

 

 

Vested or distributed

 

(438

)

 

$

3.19

 

 

Forfeited

 

(2,869

)

 

$

1.35

 

 

June 30, 2025

 

13,328

 

 

$

1.53

 

 

 

No right to any Class A Common Stock is earned or accrued until such time that vesting occurs, nor does the grant of the RSU award confer any right to continue vesting or employment or other service. Compensation expense associated with the unvested RSUs is recognized on a straight-line basis over the vesting period.

In June 2025, the Company granted RSU awards under the 2021 Plan to Frank Martell, the Company's President and Chief Executive Officer. Mr. Martell’s grant consisted of time-based RSUs covering 1,800 shares of the Company's Class A common stock. The RSUs will vest in four substantially equal quarterly installments, such that 100% of the RSUs subject to the grant will be vested as of June 30, 2026, subject to the terms of Mr. Martell’s award agreement.

During the three months ended June 30, 2025 and 2024, stock-based compensation expense of $1,935 and $2,576, respectively, was recognized in connection with the vesting of all RSUs. During the six months ended June 30, 2025 and 2024, stock-based compensation expense of $4,479 and $5,142, respectively, was recognized in connection with the vesting of all RSUs. As of June 30, 2025, there is $17,258 of unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.5 years.

2025 Inducement Equity Incentive Plan

In January 2025, the Board adopted the SmartRent, Inc. 2025 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may grant equity awards that are intended to qualify as employment inducement awards under the New York Stock Exchange Listed Company Manual Rule 303A.08 and any applicable interpretive material and other guidance issued under such rule (together, the “Inducement Listing Rule”), from time to time as determined by the Committee (as defined in the Inducement Plan), the Board’s Compensation Committee, or a majority of the Company’s “Independent Directors” (as defined under the applicable rules of the New York Stock Exchange). Upon adoption of the Inducement Plan, and subject to the adjustment provisions therein, the Company reserved 6,500 shares of Common Stock for issuance pursuant to equity awards granted under the Inducement Plan.

26


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

The Inducement Plan provides for the grant of equity-based awards, including options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. Such equity-based awards may be granted under the Inducement Plan only to employees of the Company, so long as the following requirements are met: (i) the employee was not previously an employee or director, or the employee is to become employed by the Participating Company Group (as defined in the Inducement Plan) following a bona fide period of non-employment (within the meaning of the Inducement Listing Rule), and (ii) the grant of the award or awards is an inducement material to the employee’s entering into employment with the Participating Company Group in accordance with the Inducement Listing Rule.

In March 2025, the Company granted inducement awards under the Inducement Plan to Michael Shane Paladin, the Company's then President and Chief Executive Officer, as inducement awards in connection with the Start Date. Mr. Paladin’s grant consisted of time-based RSUs covering 1,791 shares of the Company's Class A common stock and performance stock units ("PSUs") covering a target of 2,320 shares of the Company's Class A common stock. The RSUs vest at a rate of one-third of the RSUs annually on each anniversary of the Start Date, subject in each case to Mr. Paladin’s continued employment through the applicable vesting date. While the target number of PSUs granted is 2,320, the actual number of shares of Class A common stock earned pursuant to the PSUs, if any, are determined based on the achievement of performance goals relating to Company stock price during a five-year performance period from the Start Date, and vest based on Mr. Paladin’s continued employment, with 50% of any shares achieved vesting on the four-year anniversary of the Start Date, and 100% of any shares achieved but not yet paid vesting on the five-year anniversary of the Start Date. The maximum number of shares that may vest under the PSUs is 200% of the target number of shares subject to such award. In April 2025, the Company announced the departure of Mr. Paladin effective as of the End Date. As of the End Date, no shares had vested and all inducement awards granted were forfeited and returned to the Inducement Plan.

Employee Stock Purchase Plan

The Company has the ability to initially issue up to 2,000 shares of Class A Common Stock under the ESPP, subject to annual increases effective as of January 1, 2022, and each subsequent January 1 through and including January 1, 2030, in an amount equal to the smallest of (i) 1% of the number of shares of the Class A Common Stock outstanding as of the immediately preceding December 31, (ii) 2,000 shares or (iii) such amount, if any, as the Board may determine.

The ESPP allows employees to purchase shares of the Company's Class A Common Stock approximately every six months at a per share purchase price equal to 85 percent of the quoted market price of a share of the Company’s Class A Common Stock on (i) the first day of the offering period or (ii) the applicable purchase date of such offering period, whichever quoted market price is lower. During the three months ended June 30, 2025 and 2024, stock-based compensation expense of $13 and $34, respectively, was recognized in connection with the ESPP. During the six months ended June 30, 2025 and 2024, stock-based compensation expense of $10 and $57, respectively, was recognized in connection with the ESPP.

The table below summarizes the activity related to the ESPP for the six months ended June 30, 2025.

ESPP Activity

Shares Available for Sale

 

December 31, 2024

 

7,109

 

Annual additions to the plan

 

1,920

 

Shares purchased

 

(140

)

March 31, 2025

 

8,889

 

<no activity>

 

-

 

June 30, 2025

 

8,889

 

 

27


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

Stock-Based Compensation

During the six months ended June 30, 2024, there were options granted covering 2,527 shares. There were no such options granted during the three months ended June 30, 2024 or the three and six months ended June 30, 2025. The fair value of stock option grants is estimated by the Company on the date of grant using the Black Scholes option pricing model with the following weighted-average assumptions for the six months ended June 30, 2025 and 2024.

 

For the six months ended June 30,

 

 

2025(1)

 

2024

 

Risk free interest

-

 

4.09%

 

Dividend yield

-

 

0.00%

 

Expected volatility

-

 

75.00%

 

Expected life (years)

-

 

 

6.25

 

(1) 2025 assumptions are not applicable as no options were granted during the six months ended June 30, 2025.

The Company recorded stock-based compensation expense as follows.

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Cost of revenue

$

126

 

 

$

292

 

 

$

419

 

 

$

590

 

 

Research and development

 

770

 

 

 

953

 

 

 

1,942

 

 

 

1,914

 

 

Sales and marketing

 

181

 

 

 

165

 

 

 

409

 

 

 

296

 

 

General and administrative

 

1,084

 

 

 

1,874

 

 

 

2,227

 

 

 

3,765

 

 

Total

$

2,161

 

 

$

3,284

 

 

$

4,997

 

 

$

6,565

 

 

 

NOTE 9. INCOME TAXES

 

The Company’s effective tax rate (ETR) from continuing operations was 0.30% and (1.50%) for the three months ended June 30, 2025 and 2024, respectively. The Company’s effective tax rate (ETR) from continuing operations was (0.15%) and (0.93%) for the six months ended June 30, 2025 and 2024, respectively. The Company’s ETR during the three and six months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to changes in valuation allowance and foreign taxes.

The income tax expense on the Condensed Consolidated Statement of Operations and Comprehensive Loss is primarily related to the foreign and state taxes offset by a change in the valuation allowance. The Company established a full valuation allowance for net deferred U.S. federal and state tax assets, including net operating loss carryforwards. The Company expects to maintain this valuation allowance until it becomes more likely than not that the benefit of the federal and state deferred tax assets will be realized in future periods if it reports taxable income. The Company believes that it has established an adequate allowance for uncertain tax positions, although it can provide no assurance that the final outcome of these matters will not be materially different. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

 

 

 

 

 

28


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 June 30,

 

 

For the six months ended June 30,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Common stock options and restricted stock units

 

17,067

 

 

 

15,620

 

 

 

17,067

 

 

 

15,620

 

 

Total

 

17,067

 

 

 

15,620

 

 

 

17,067

 

 

 

15,620

 

 

 

NOTE 11. RELATED-PARTY TRANSACTIONS

A member of the Board served on the board of directors of a SmartRent customer until June 2024. For the three and six months ended June 30, 2024, the Company earned revenue from this customer of $618 and $1,298, respectively. There was no related party relationship as of June 30, 2025. All business dealings with the customer were entered into in the ordinary course of business and the arrangements are on terms no more favorable than terms that would be available to unaffiliated third parties under the same or similar circumstances.

NOTE 12. COMMITMENTS AND CONTINGENCIES

 

Legal Matters

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Liabilities are accrued when it is believed that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the potential loss. The Company does not believe that the outcome of these proceedings or matters will have a material effect on the condensed consolidated financial statements.

In April 2020, the Company entered into an agreement with a supplier, as further amended in March 2021 (the "Supplier Agreement"), to purchase minimum volumes of certain products through August 2022. Due to significant failure rates and other defects, the Company ceased ordering product from this supplier as of December 2020. Despite the Company’s requests, the supplier indicated they are not willing to refund the Company for the malfunctioning products previously purchased, and therefore, the Company filed a complaint against the supplier on March 22, 2022 in the Superior Court for the State of California, County of Santa Clara (the "Court"). During the three months ended March 31, 2024, the Company recorded a legal expense of $5,300 within general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The final settlement agreement was signed in June 2024. In July 2024, the inventory was returned to the supplier and the Court granted the parties' Request for Dismissal of the action with prejudice.

In February 2024, a putative class action complaint was filed against Fifth Wall Acquisition Sponsor, LLC, Fifth Wall Asset Management, LLC (the “FWAA Defendants”), and the individual directors of Fifth Wall Acquisition Corp. I (“FWAA”) (the “Director Defendants” and collectively the “Defendants”) in the Delaware Court of Chancery by a stockholder of FWAA for purported damages arising from the business combination with SmartRent.com, Inc. (the "2024 Class Action”). The complaint asserts claims for (i) breach of fiduciary duty against the Director Defendants; (ii) aiding and abetting breach of fiduciary duty claims against Fifth Wall Asset Management LLC; and (iii) unjust enrichment claims against all Defendants, for purported actions relating to FWAA’s August 24, 2021 merger with legacy SmartRent.com, Inc. The parties engaged in discovery and document production to date. Beginning in February 2025, the parties participated in a mediation, which ultimately led to all the parties’ agreement to settle the 2024 Class Action for $11,375. The parties are continuing to negotiate the documentation of the settlement, which has not yet been executed and remains subject to court approval.

29


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

As the surviving entity following the business combination, the Company presently has certain advancement obligations to the Director Defendants in connection with the 2024 Class Action which includes the costs of their defense of such litigation. While the Director Defendants are the beneficiaries of coverage for such costs up to $10,000 by directors’ and officers’ insurance (“D&O insurance”), the D&O insurance is subject to a retention of $5,000. The Company has notified the relevant D&O insurance carriers of the 2024 Class Action and is litigating coverage and allocation issues in a separate action filed in the Delaware Superior Court in December 2024 (the “Coverage Action”). The allocation issues arise out of the D&O insurance carriers’ assertion that the allegations in the 2024 Class Action include claims against the FWAA Defendants, who are not named insureds, as well as claims against the Director Defendants in both their insured and uninsured capacities. Concurrent with the mediated settlement of the 2024 Class Action, the Company negotiated a settlement with the primary D&O insurance carrier that the parties are in the process of documenting. The primary D&O insurance carrier has agreed to fund a portion of the settlement of the 2024 Class Action in exchange for dismissal of the claims against it in the Coverage Action. FWAA has also agreed to contribute to the settlement of the 2024 Class Action in an amount that satisfies its retention on a separate insurance policy. The Company is continuing to pursue the Coverage Action against the excess D&O insurance carrier, but the Company has agreed to mediate with the excess D&O insurance carrier, which maintains a policy providing an additional $5,000 of D&O insurance coverage, regarding the percentage allocation of the 2024 Class Action settlement to the Director Defendants in their insured capacities.

Legal expenses incurred by the Company during the three months ended June 30, 2025 included $1,886 of legal fees and $6,375 of accrued settlement costs, offset by committed insurance and third-party contributions of $7,500 toward the 2024 Class Action. During the three months ended June 30, 2024, the Company incurred legal fees of $293 related to the 2024 Class Action. Legal expenses incurred by the Company during the six months ended June 30, 2025 included $3,462 of legal fees and $11,375 of accrued settlement costs, offset by committed insurance and third-party contributions of $7,500 toward the 2024 Class Action. During the six months ended June 30, 2024, the Company incurred $293 related to the 2024 Class Action. These legal expenses were recorded within general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss and accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

In May 2021, the Company entered into a licensing agreement with a service provider, as further amended in July 2021 (the "Service Provider Agreement"), to license the provider’s software and participate in the provider’s energy demand response program to generate revenue for the Company. The Company paid the service provider $3,500 for the first 25 months of the 60-month license, with no additional payment due until July 2023. In October 2022, the Company sought to rescind the Agreement on the basis that it believed it was misled about the business opportunity available and the nature of the parties’ arrangement. In January 2024, the service provider brought suit against the Company for breach of contract in the Superior Court of California for the County of San Francisco seeking damages for the Company’s failure to make the monthly $140 payments for the license. In February 2024, the Company filed a cross-complaint against the service provider for fraudulent inducement; recission; breach of contract; and related equitable claims. The parties engaged in substantial written discovery and depositions. In January 2025, the Company moved for summary judgment on the Agreement’s limitation of liability provision, asserting that the service provider could not recover damages under the contract. In February 2025, the parties participated in a mediation, which ultimately led to the parties agreement to settle the matter. The final settlement agreement was signed in March 2025, and the case was dismissed with prejudice.

In April 2023, a collective action was filed against the Company in Federal Court in Georgia (the "Federal Court") by two former employees alleging failure to pay overtime wages in violation of the Fair Labor Standards Act (“FLSA”). The plaintiffs claim they were improperly classified as exempt employees under the FLSA and thus should have been entitled to overtime pay. Limited discovery was conducted in 2023, and Plaintiffs moved for conditional certification of a collective class in July 2023, which was granted on March 31, 2024. Notice was issued to potential class members, who had until July 15, 2024, to opt into the lawsuit. In October 2024, the parties engaged in a private mediation and agreed to settle the matter for a total amount of $1,500, inclusive of all Plaintiffs’ attorneys’ fees and costs and related releases, subject to a written agreement and the Federal Court’s approval. The Court approved the settlement and dismissed the case on December 31, 2024. As of December 31, 2024, the Company recorded a legal accrual of $1,500 related to this matter within general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss and accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The settlement amount was paid in full in January 2025.

30


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

The Company regularly reviews outstanding legal claims, actions and enforcement matters, if any exist, to determine if accruals for expected negative outcomes of such matters are probable and can be reasonably estimated. The Company evaluates any such outstanding matters based on management’s best judgment after consultation with counsel. There is no assurance that the Company's accruals for loss contingencies will not need to be adjusted in the future. The amount of such adjustment could significantly exceed the accruals the Company has recorded. As of June 30, 2025 and December 31, 2024, an accrual of $11,375 and $1,500, respectively, was included within accrued expenses and other current liabilities related to the legal matters discussed above. As of June 30, 2025, a receivable of $6,500 was included within prepaid expenses and other current assets related to committed insurance and third-party contributions related to the legal matter discussed above. No such accrual was included as of December 31, 2024.

 

NOTE 13. SEGMENT REPORTING

 

The Company operates as a single operating segment, which is also its only reportable segment as its CODM, which is currently the Company's President and Chief Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s principal operations are in the United States and the Company’s long-lived assets are located primarily within the United States. The Company held $8,863 and $8,023 of assets outside the United States on June 30, 2025, and December 31, 2024, respectively.

 

31


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

The CODM uses revenue, gross profit, operating expenses, and net income as the primary measures to assess performance and to make strategic decisions regarding product development, market expansion, and resource allocation. Key financial performance measures of the segment are as follows.

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

$

15,143

 

 

$

24,676

 

 

$

33,973

 

 

$

53,753

 

 

Professional Services

 

 

4,327

 

 

 

5,816

 

 

 

8,220

 

 

 

9,274

 

 

Deferred hub amortization

 

 

4,619

 

 

 

5,215

 

 

 

9,277

 

 

 

11,257

 

 

SaaS

 

 

14,219

 

 

 

12,811

 

 

 

28,182

 

 

 

24,723

 

 

Total revenue

 

 

38,308

 

 

 

48,518

 

 

 

79,652

 

 

 

99,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

12,868

 

 

 

16,318

 

 

 

26,828

 

 

 

35,002

 

 

Professional Services

 

 

6,237

 

 

 

8,869

 

 

 

13,530

 

 

 

15,317

 

 

Deferred hub amortization

 

 

2,300

 

 

 

2,841

 

 

 

4,740

 

 

 

5,726

 

 

SaaS

 

 

4,235

 

 

 

3,185

 

 

 

8,324

 

 

 

6,234

 

 

Total cost of revenue

 

 

25,640

 

 

 

31,213

 

 

 

53,422

 

 

 

62,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

12,668

 

 

 

17,305

 

 

 

26,230

 

 

 

36,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses excluding stock compensation and depreciation and amortization

 

 

21,118

 

 

 

20,101

 

 

 

47,353

 

 

 

45,266

 

 

Stock compensation

 

 

2,035

 

 

 

2,992

 

 

 

4,578

 

 

 

5,975

 

 

Depreciation and amortization

 

 

1,200

 

 

 

1,130

 

 

 

2,344

 

 

 

2,564

 

 

Total operating expenses

 

 

24,353

 

 

 

24,223

 

 

 

54,275

 

 

 

53,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment charge

 

 

-

 

 

 

-

 

 

 

24,929

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(11,685

)

 

 

(6,918

)

 

 

(52,974

)

 

 

(17,077

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(1)

 

 

825

 

 

 

2,313

 

 

 

1,930

 

 

 

4,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(10,860

)

 

$

(4,605

)

 

$

(51,044

)

 

$

(12,297

)

 

(1) Other segment items include interest income, net, other income (expense), net, and income tax expense (benefit).

 

The CODM is regularly provided with the consolidated cost of revenue and consolidated operating expenses as noted on the face of the Condensed Consolidated Statement of Operations and Comprehensive Loss, as these make up the significant expenses included in the measure of the segment profit or loss. Reported segment revenues less the significant expenses defined in accordance with ASC 280-10-50-26A is equal to the reported segment profit or loss, and thus there are no other segment items to disclose herein.

 

The Company considers these categories significant based on their materiality to the segment’s results and their importance in the CODM’s evaluation of segment performance and resource allocation decisions.

32


SMARTRENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

 

NOTE 14. SUBSEQUENT EVENTS

In connection with the preparation of the accompanying condensed consolidated financial statements, the Company has evaluated events and transactions occurring after June 30, 2025 and through August 6, 2025, the date these financial statements were issued, for potential recognition or disclosure and has determined that there are no additional items to disclose except as disclosed below.

In July and August 2025, 132 shares of the Company's Class A Common Stock were issued to certain employees related to vested RSUs and ESPP purchases.

On August 1, 2025, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2025.

 

 

 

 

33


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included herein and the consolidated financial statements and notes thereto for the year ended December 31, 2024 contained in our Annual Report on Form 10-K filed with the SEC.

This discussion may contain forward-looking statements based upon our current expectations that involve risks and uncertainties. Please refer to the section titled “Cautionary Note Regarding Forward-Looking Statements".

 

Overview

 

We are an enterprise real estate technology company that provides a comprehensive management platform designed for property owners, managers and residents. Our suite of products and services, which includes cloud-based SaaS solutions many of which are enabled by smart building hardware, provide seamless visibility and control over real estate assets. Our platform can lower operating costs, increase revenues, mitigate operational friction and protect assets for owners and operators, while providing a differentiated, elevated living experience for residents.

Through a Hub Device, we enable the integration of our platform with third-party smart devices, our own hardware devices and other technology interfaces. We use an open-architecture, brand-agnostic approach that allows owners, operators, and residents to manage their smart home systems through a single connected interface. Our Smart Community solutions include software and devices that power (i) smart apartments and homes, (ii) access control for buildings, common areas, and rental units, (iii) community and resident WiFi, and other solutions such as asset protection and monitoring, parking management and self-guided tours. Our Smart Operations solutions include work order management, the automation of leasing and resident call handling, audit management, and the automation of the inspection process. We also have a professional services team that provides customers with training, installation, and support services.

SmartRent is a category leader in the enterprise smart home solutions industry. As of June 30, 2025, we had 847,956 Units Deployed (as defined below) and approximately 600 customers who either have an active subscription or have purchased any SmartRent product in the past twelve months, including many of the largest multifamily residential owners in the United States. As of June 30, 2025, we believe our customers owned an aggregate of approximately 7.0 million rental units; this represents approximately 14% of the United States market for institutionally owned multifamily rental units and single-family rental homes. In addition to multifamily residential owners, our customers include some of the leading single-family rental homeowners, homebuilders, and iBuyers in the United States.

 

Our Business Model

We generate revenue primarily from sales of smart home systems that enable property owners and property managers to have visibility and control over assets, while providing all-in-one home control offerings for residents. Our revenue is generated from: (1) the direct sale to our customers of hosted services from monthly subscription fees collected from customers to provide access to Hosted Services including access controls, asset monitoring, WiFi, and related services; (2) the sale and delivery of smart home devices, which generally consist of a Hub Device, door-locks, thermostats, sensors, and light switches; and (3) installation and implementation of smart home devices that enable our Hosted Services. Subscription arrangements have contractual terms ranging from one month to ten years and the weighted average length of our recurring revenue contracts is 4.2 years.

 

Key Factors Affecting Our Performance

 

We believe that our success is dependent on many factors, including those further discussed below. Our operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including our ability to grow our customer base in a cost-effective manner, expand our hardware and hosted service offerings to generate increased revenue per Unit Deployed (as defined below), and provide high quality hardware products and hosted service applications to maximize revenue and improve the leverage of our business model. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to operate our business.

 

Active Supply Chain Management

 

We continue to experience improvements in the challenges related to the global supply chain. In prior periods, the increased demand for electronics as a result of the COVID-19 pandemic, U.S. trade relations with China and certain other factors in recent periods led to a global shortage of semiconductors, including Z‑wave chips, which are a central component of our Hub Devices. Due to this shortage in prior periods, we experienced Hub Device production delays, which affected our ability to meet scheduled installations and facilitate customer upgrades to our higher-margin Hub Devices. We also experienced shortages and shipment delays related to components for Access Control and made-to-order specialty locks.

34


 


The incremental improvements in the global supply chain are evidenced by our reduction of backlogged Units Deployed for Access Control and made-to-order locks.

 

Earlier this year, the U.S. government announced tariffs on goods imported from various countries to the U.S. Countries subject to such tariffs have imposed or may in the future impose reciprocal or retaliatory tariffs and other trade measures. An increase in tariffs could have an adverse impact on our cost structure, supply chain, and broader economic environment.


Investing in Research and Development

Our performance is significantly dependent on the investments we make in research and development, including our ability to attract and retain highly skilled research and development personnel. We must continually develop and introduce innovative new software services and hardware products, and integrate with third-party products and services, mobile applications and other new offerings.

 

In June 2025, we introduced an AI-powered intelligence layer and enhanced energy management tools designed to empower operators. Our energy management tools are powered by real-time thermostat and device data, which can help operators identify energy waste and make smarter energy decisions without adopting new systems or undergoing extra training.

 

New Products, Features and Functionality

 

We are evolving our business into a more diverse platform with new products, features and functionality that enhance the value of our smart home operating system. We have introduced a number of SaaS product enhancements and features, including Answer Automation and Work Management solutions, that streamline property management operations. We have also introduced Community WiFi, which provides communities with a private, device-dedicated WiFi network to power Hub Devices and other in-home smart devices, and Smart Package Room, which is a smart package management solution that transforms package visibility, reduces labor demands, optimizes storage space and enhances resident satisfaction. Our Smart Operations Solutions enhance our overall platform offering and customer value proposition by providing a comprehensive one-stop platform that broadens our support of property operations, enhancing the experience for residents, property owners and managers. We offer an open-API architecture that enables a myriad of third-party partner integrations, resulting in a multi-functional platform that enhances property management workflow efficiencies, empowers teams to get more done, elevates resident interactions, and improves resident living experiences. In the future, we intend to continue to release new products and solutions and enhance our existing products and solutions, and we expect that our operating results will be impacted by these releases.

 

Category Adoption and Market Growth

 

Our future growth depends in part on the continued consumer adoption of software and hardware products which improve the resident experience and the growth of this market. We need to deliver solutions that enhance the resident experience and deliver value to our customers, rental property owners and operators, as well as homebuilders and developers, by providing products and solutions designed to enhance visibility and control over assets while providing additional revenue opportunities. During the year ended December 31, 2024, we experienced headwinds to adoption as certain customers deferred capital expenditures, driven by broader macroeconomic conditions, which resulted in a decrease in Units Shipped and New Units Deployed. In addition, changes in our executive leadership and the structure of our sales organization have impacted sales and overall volumes.

 

Recent Developments

In April 2025, we announced the departure of Michael Shane Paladin as President and Chief Executive Officer, effective April 9, 2025. As part of the transition, Mr. Paladin also resigned as a member of the board of directors. We appointed John Dorman, our Board Chair, as our Interim CEO and President, effective as of April 9, 2025. Alison Dean, an independent member of the Board, was appointed lead independent director of the Board. In June 2025, we announced the appointment of Frank Martell as President and Chief Executive Officer (the “Appointment”). Effective as of the Appointment, Ms. Dean will continue to serve as a member of our Board and was removed as lead independent director of the Board and Mr. Martell replaced John Dorman, who had been serving as Interim Chief Executive Officer and President. Mr. Dorman will continue to serve as our Board Chair.

 

35


 

On May 2, 2025, we received a written notification from the NYSE that as of May 2, 2025, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we can regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, the company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. On May 13, 2025 we notified the NYSE that we intend to cure the continued listing standard deficiency and to return to compliance with Section 802.01C. As of July 31, 2025 our closing share price was $1.01 and our average closing share price was greater than $1.00 over the 30-day trading period ending July 31, 2025. On August 1, 2025, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2025.

 

Basis of Presentation

 

The condensed consolidated financial statements and accompanying notes included elsewhere in this Report are prepared in accordance with GAAP.

 

Key Metrics

 

We regularly monitor a number of operating metrics in order to evaluate our operating performance, identify trends affecting our business, formulate business plans, measure our progress and make strategic decisions. Our key metrics are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, our key metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology. The numbers that we use to calculate our key metrics are based on internal data. While these numbers are based on what we believe to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring such information. We regularly review and may adjust our processes for calculating our internal metrics to improve their accuracy.

 

Units Deployed and New Units Deployed

 

We define Units Deployed as the aggregate number of Hub Devices that have been installed (including customer self-installations) and have an active subscription as of a stated measurement date. We utilize the Units Deployed metric to assess the health of our business and measure the trajectory of our growth. We define New Units Deployed as the aggregate number of Hub Devices that were installed (including customer self-installations) and resulted in a new active subscription during a stated measurement period. Although our revenue is primarily driven by New Units Deployed and the number of Units Deployed, due to the expansion of our products and services that don't require a Hub Device, and Hub Device upgrades that do not result in net new active subscriptions, the correlation between New Units Deployed and revenue is not as strong as it was historically. Although the correlation has decreased, New Units Deployed is still an indicator of our ability to acquire new customers and expand our relationships with our current customers. As of June 30, 2025 and 2024, we had an aggregate of 847,956 and 771,870 Units Deployed, respectively. For the three months ended June 30, 2025 and 2024, we had 21,068 and 22,469 New Units Deployed, respectively. For the six months ended June 30, 2025 and 2024, we had 39,182 and 52,179 New Units Deployed, respectively.

 

Units Shipped

 

We define Units Shipped as the aggregate number of Hub Devices that have been shipped to customers during a stated measurement period. Units Shipped is used to assess the trajectory of our growth and is an indicator of our ability to acquire new customers and expand our relationships with our current customers. However, we caution that Units Shipped also includes Hub Devices for upgrades and out of warranty replacements and may not be an indicator of New Units Deployed in future periods. For the three months ended June 30, 2025 and 2024, we had 26,543 and 48,780 Units Shipped, respectively. For the six months ended June 30, 2025 and 2024, we had 69,961 and 100,524 Units Shipped, respectively.


Units Booked

 

We define Units Booked as the aggregate number of Hub Device units subject to binding orders executed during a stated measurement period that will result in a New Unit Deployed. We utilize the concept of Units Booked to measure estimated near-term resource demand and the resulting approximate range of post-delivery revenue that we will earn and record. Units Booked represent binding orders only. For the three months ended June 30, 2025 and 2024 there were 24,319 and 37,691 Units Booked, respectively. For the six months ended June 30, 2025 and 2024 there were 42,529 and 83,981 Units Booked, respectively. For the three months ended June 30, 2025 and 2024, ARR (as defined below) related to Units Booked was $2,397 and $1,690, respectively. For the six months ended June 30, 2025 and 2024, ARR related to Units Booked was $4,643 and $5,310, respectively.

 

36


 

Bookings

We define Bookings as the contract value of hardware, professional services, and the first year of ARR for binding orders executed during a stated measurement period, including renewals and upgrades. We utilize Bookings to measure revenue expected to be earned in future periods from orders contracted during the current period. For the three months ended June 30, 2025 and 2024, Bookings were $30,460 and $45,511, respectively. For the six months ended June 30, 2025 and 2024, Bookings were $57,640 and $84,272, respectively.

SaaS Revenue

We define SaaS Revenue as monthly subscription revenue from fees paid by customers for access to one or more of SmartRent's software applications, including access controls, asset monitoring and related services, and our Community WiFi solution. We believe that SaaS Revenue growth demonstrates our ability to acquire new customers and to maintain and expand our relationships with existing customers. More specifically, we monitor our SaaS Revenue to assess the general health and trajectory of our Hosted Services business. Arrangements with customers do not provide the customer with the right to take possession of SmartRent's software at any time. Customers are granted continuous access to the services over the contractual period. As of June 30, 2025, approximately 35% of our ARR had prepaid payment terms. We believe that our customer base is inherently sticky given the barriers to entry associated with rolling out an integrated enterprise solution across a portfolio of rental units. For the three months ended June 30, 2025 and 2024, we generated SaaS Revenue of $14.2 million and $12.8 million, respectively. For the six months ended June 30, 2025 and 2024, we generated SaaS Revenue of $28.2 million and $24.7 million, respectively.

 

Annual Recurring Revenue

 

We define Annual Recurring Revenue ("ARR") as the annualized value of our SaaS Revenue earned in the current quarter, which we calculate by taking the total amount of SaaS Revenue in the current quarter and multiplying that amount by four. We believe that ARR growth demonstrates our ability to acquire new customers and to maintain and expand our relationships with existing customers. More specifically, we monitor our ARR to assess the general health and trajectory of our Hosted Services business. As of June 30, 2025 and 2024, ARR was approximately $56.9 million and $51.2 million, respectively.

 

Hardware Average Revenue per Unit ("ARPU"), Professional Services ARPU, SaaS ARPU, and Units Booked SaaS ARPU

 

We define Hardware ARPU as total hardware revenue during a given period divided by the total Units Shipped during the same period. Hardware ARPU is used to evaluate the effectiveness of our hardware pricing and assess our ability to market and sell our hardware offerings. For the three months ended June 30, 2025 and 2024, Hardware ARPU was $571 and $506, respectively. For the six months ended June 30, 2025 and 2024, Hardware ARPU was $486 and $535, respectively.

 

We define Professional Services ARPU as total professional services revenue during a given period divided by the total New Units Deployed, excluding customer self-installations, during the same period. Professional Services ARPU is used to assess our ability to effectively price our installation services. During the year ended December 31, 2024, we updated the denominator of the calculation to exclude self-installations as self-installations don't materially contribute to professional services revenue. For the three months ended June 30, 2025 and 2024, Professional Services ARPU was $365 and $327, respectively, per the new definition of Professional Services ARPU. Under the previous definition, Professional Services ARPU was $205 and $333 for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, Professional Services ARPU was $392 and $278, respectively, per the new definition of Professional Services ARPU. Under the previous definition, Professional Services ARPU was $210 and $281 for the six months ended June 30, 2025 and 2024, respectively.

 

We define SaaS ARPU as total SaaS Revenue during a given period divided by the average aggregate Units Deployed in the same period divided by the number of months in the period. Average aggregate Units Deployed is calculated as the Units Deployed as of the current period plus the Units Deployed as of the previous period divided by two. SaaS ARPU is used to evaluate the effectiveness of our SaaS pricing and assess our ability to market and sell our various software solutions. For the three months ended June 30, 2025 and 2024, SaaS ARPU was $5.66 and $5.63, respectively. For the six months ended June 30, 2025 and 2024, SaaS ARPU was $5.67 and $5.53, respectively.

 

We define Units Booked SaaS ARPU as the first year ARR for binding orders with Units Booked executed during the stated measurement period divided by the total Units Booked in the same period divided by the number of months in the period. Units Booked SaaS ARPU is used to evaluate the effectiveness of our SaaS pricing and assess our ability to market and sell our various software solutions for orders executed during the period. For the three months ended June 30, 2025 and 2024, Units Booked SaaS ARPU was $8.21 and $8.07, respectively. For the six months ended June 30, 2025 and 2024, Units Booked SaaS ARPU was $9.10 and $7.57, respectively.

 

37


 

Customer Churn

 

We define Customer Churn as cancelled deployed units during the measurement period divided by Units Deployed as of the beginning of the measurement period. Cancelled deployed units are the previously Units Deployed that have been cancelled during the same measurement period in which a customer cancels all product subscriptions. Our Hosted Services growth is driven by our ability to retain our customers and minimize Customer Churn. For the three months ended June 30, 2025 and 2024, our Customer Churn for our Smart Communities Solutions was 0.08% and 0.03%, respectively. For the six months ended June 30, 2025 and 2024, our Customer Churn for our Smart Communities Solutions was 0.10% and 0.05%, respectively.

Property Net Revenue Retention

We define Property Net Revenue Retention as SaaS Revenue at the end of the current period related to properties which had SaaS Revenue at the end of the same period in the prior year, divided by SaaS Revenue at the end of the same period in the prior year for those same properties. Property Net Revenue Retention includes additions to revenue from price increases on existing products, additions of new products at existing properties and transfers of ownership, offset by any reductions in revenue caused by cancellations or downgrades. Property Net Revenue Retention was 102% as of June 30, 2025 compared to 103% as of June 30, 2024.

 

Customer Net Revenue Retention

We define Customer Net Revenue Retention as SaaS Revenue at the end of the current period related to customers which had SaaS Revenue at the end of the same period in the prior year, divided by SaaS Revenue at the end of the same period in the prior year for those same customers. A customer with SaaS Revenue is defined as an entity that has an active subscription during the stated period. Customer Net Revenue Retention includes additions to revenue from transfers of ownership, price increases on existing products and additions of new products at existing properties, offset by any reductions in revenue caused by cancellations or downgrades. Customer Net Revenue Retention was 108% as of June 30, 2025.

 

The table below summarizes our key metrics.

 

 

 

Three months ended June 30, 2025

 

 

Six months ended June 30, 2025

 

 

 

2025

 

 

2024

 

 

Change
%

 

 

2025

 

 

2024

 

 

Change
%

 

Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware Units Shipped

 

 

26,543

 

 

 

48,780

 

 

 

(46

)%

 

 

69,961

 

 

 

100,524

 

 

 

(30

)%

Hardware ARPU

 

$

571

 

 

$

506

 

 

 

13

%

 

$

486

 

 

$

535

 

 

 

(9

)%

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Units Deployed

 

 

21,068

 

 

 

22,469

 

 

 

(6

)%

 

 

39,182

 

 

 

52,179

 

 

 

(25

)%

Professional services ARPU

 

$

365

 

 

$

327

 

 

 

12

%

 

$

392

 

 

$

278

 

 

 

41

%

Hosted Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units Deployed

 

 

847,956

 

 

 

771,870

 

 

 

10

%

 

 

847,956

 

 

 

771,870

 

 

 

10

%

Average aggregate units deployed

 

 

837,784

 

 

 

760,636

 

 

 

10

%

 

 

828,727

 

 

 

745,781

 

 

 

11

%

SaaS ARPU

 

$

5.66

 

 

$

5.63

 

 

 

0

%

 

$

5.67

 

 

$

5.53

 

 

 

2

%

Bookings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units Booked

 

 

24,319

 

 

 

37,691

 

 

 

(35

)%

 

 

42,529

 

 

 

83,981

 

 

 

(49

)%

Bookings (in thousands)

 

$

30,460

 

 

$

45,511

 

 

 

(33

)%

 

$

57,640

 

 

$

84,272

 

 

 

(32

)%

Units Booked SaaS ARPU

 

$

8.21

 

 

$

8.07

 

 

 

2

%

 

$

9.10

 

 

$

7.57

 

 

 

20

%

 

 

 

38


 

Components of Results of Operations

 

Revenue

 

We generate revenue primarily from sales of systems that consist of hardware devices, professional installation services and Hosted Services enabling property owners and property managers to have visibility and control over assets, while providing all-in-one home control offerings for residents. We record revenue as earned when control of these products and services is transferred to the customer in an amount that reflects the consideration we expect to collect for those products and services. The table below summarizes our revenue by solution.

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SmartRent Solutions

Hardware

 

Professional Services

 

Hosted Services

 

Total 2025

 

 

Hardware

 

Professional Services

 

Hosted Services

 

Total 2024

 

 

Hardware

 

Professional Services

 

Hosted Services(1)

 

Total 2025

 

 

Hardware

 

Professional Services

 

Hosted Services(1)

 

Total 2024

 

Smart Communities Solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Smart Apartments

$

13,558

 

$

3,807

 

$

14,609

 

$

31,974

 

 

$

22,124

 

$

4,461

 

$

14,146

 

$

40,731

 

 

$

31,255

 

$

6,801

 

$

29,024

 

$

67,080

 

 

$

49,556

 

$

7,171

 

$

28,216

 

$

84,943

 

 Access Control

 

1,193

 

 

267

 

 

614

 

 

2,074

 

 

 

866

 

 

918

 

 

379

 

 

2,163

 

 

 

1,832

 

 

743

 

 

1,145

 

 

3,720

 

 

 

1,883

 

 

1,517

 

 

735

 

 

4,135

 

 Community WiFi

 

54

 

 

41

 

 

209

 

 

304

 

 

 

13

 

 

221

 

 

179

 

 

413

 

 

 

57

 

 

259

 

 

402

 

 

718

 

 

 

147

 

 

234

 

 

346

 

 

727

 

 Other

 

338

 

 

212

 

 

781

 

 

1,331

 

 

 

1,673

 

 

216

 

 

551

 

 

2,440

 

 

 

829

 

 

417

 

 

1,464

 

 

2,710

 

 

 

2,170

 

 

396

 

 

961

 

 

3,527

 

Smart Operations Solutions

 

-

 

 

-

 

 

2,625

 

 

2,625

 

 

 

-

 

 

-

 

 

2,771

 

 

2,771

 

 

 

-

 

 

-

 

 

5,424

 

 

5,424

 

 

 

(3

)

 

(44

)

 

5,722

 

 

5,675

 

 Total Revenue

$

15,143

 

$

4,327

 

$

18,838

 

$

38,308

 

 

$

24,676

 

$

5,816

 

$

18,026

 

$

48,518

 

 

$

33,973

 

$

8,220

 

$

37,459

 

$

79,652

 

 

$

53,753

 

$

9,274

 

$

35,980

 

$

99,007

 

(1) For the three months ended June 30, 2025 and 2024, Hosted services revenue for our Smart Apartments solution included hub amortization revenue of $4,619 and $5,215, respectively. For the six months ended June 30, 2025 and 2024, Hosted services revenue for our Smart Apartments solution included hub amortization revenue of $9,277 and $11,257, respectively.

 

39


 

Hardware Revenue

 

We generate revenue from the direct sale to our customers of hardware smart home devices, which devices generally consist of a Hub Device, door-locks, thermostats, sensors, and light switches. These hardware devices provide features that function independently without subscription to our software, and the performance obligation for hardware revenue is considered satisfied and revenue is recognized at a point in time when the hardware device is shipped to the customer. Certain Hub Devices do not function independently without the subscription, and therefore, the revenue is recognized in Hosted Services revenue. We generally provide a one-year warranty period on hardware devices that are delivered and installed. We record the cost of the warranty as a component of cost of hardware revenue.

 

Professional Services Revenue

 

We generate professional services revenue from installing smart home hardware devices, which does not result in significant customization of the installed products and is generally performed over a period ranging from two to four weeks. Installations can be performed by our employees, can be contracted out to a third party with our employees managing the engagement, or can be performed by the customer. Professional services contracts are generally performed on a fixed-price basis and revenue is recognized over the period in which installations are completed.

 

Hosted Services Revenue

 

We generate hosted services revenue from (1) the direct sale to our customers of hosted services from monthly subscription fees collected from customers to provide access to one or more of our software applications including access controls, asset monitoring, WiFi, and related services (“Hosted Services”) and (2) the amortization of non-distinct Hub Devices. The subscription arrangements have contractual terms ranging from one month to ten years and include recurring fixed plan subscription fees. The weighted average length of our recurring revenue contracts is 4.2 years. Our arrangements do not provide the customer with the right to take possession of our software at any time. Customers are granted continuous access to the services over the contractual period. Accordingly, fees collected for subscription services are recognized on a straight-line basis over the contract term beginning on the date the subscription service is made available to the customer.

 

We sold certain Hub Devices, which only function with the subscription to our software applications and related hosting services. We consider those devices and hosting services subscription as a single performance obligation, and therefore we defer the recognition of revenue for those devices that are sold with application subscriptions. The estimated average in-service life of those devices is four years. When a Hub Device without independent functionality 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. We do not expect to deploy any more non-distinct Hub Devices.

 

Cost of Revenue

 

Cost of revenue consists primarily of direct costs of products and services together with the indirect cost of estimated warranty expense and customer care and support over the life of the service arrangement. We expect the cost of revenue to increase in absolute dollars in future periods. We record any change to cost of job performance and job conditions in the period during which the revision is identified.

 

Hardware

 

Cost of hardware revenue consists primarily of direct costs of products, Hub Devices, hardware devices and supplies purchased from third-party providers, shipping costs, warehouse facility (including depreciation and amortization of capitalized assets and right-of-use assets) and infrastructure costs, personnel-related costs associated with the procurement and distribution of our products and estimated warranty expenses together with the indirect cost of customer care and support. We expect an increase in cost of hardware revenue in absolute dollars in future periods.

 

In 2019, the U.S. administration imposed significant changes to U.S. trade policy with respect to China. Tariffs have subjected certain SmartRent products manufactured overseas to additional import duties. The amount of the import tariff has changed numerous times based on action by the U.S. administration. We continue to monitor changes in policy impacting global trade, including tariff regulation. For example, the U.S. administration has implemented and threatened further increases to tariffs this year on imports from countries such as Canada, Mexico and China. Such actions may increase our cost of hardware revenue and reduce our hardware revenue margins in the future.

 

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 installation of our products, and indirect costs that are also primarily personnel-related expenses in connection with training of and ongoing support for customers and residents.

 

40


 

Hosted Services

 

Cost of Hosted Services revenue consists primarily of the amortization of the direct costs of certain Hub Devices consistent with the revenue recognition period noted above in “Hosted Services Revenue” and infrastructure costs associated with providing our software applications together with the indirect cost of customer care and support over the life of the service arrangement. In future periods, we expect the cost of Hosted Services revenue to increase in absolute dollars at a rate that is lower than the corresponding increase in Hosted Services revenue.

 

Operating Expenses

 

Research and Development

 

Research and development expenses consist primarily of personnel-related costs directly associated with our research and development activities. Our research and development efforts are focused on enhancing and developing additional functionality for our existing products and on new product development. We account for the cost of research and development by capitalizing qualifying costs, which are incurred during the product development stage, and amortizing those costs over the product’s estimated useful life, which generally ranges from three to five years depending on the type of application. Costs incurred and capitalized during the product development stage generally include the costs of software configuration, coding, and testing. Such costs primarily include payroll and payroll-related expenses for employees directly involved in the product development. We expense preliminary evaluation costs as they are incurred before technological feasibility is achieved, as well as post development implementation and operation costs, such as training, maintenance and minor upgrades. We begin amortizing capitalized costs when a project is ready for its intended use, and we periodically reassess the estimated useful life of a project considering the effects of obsolescence, technology, competition and other economic factors which may result in a shorter remaining life. We believe our research and development costs will increase in absolute dollars as we increase our investment in product development to broaden the capabilities of our solutions and introduce new products and features.

 

Sales and Marketing Expenses

 

Our sales and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include personnel-related costs, sales commissions, marketing programs, trade shows, and promotional materials. Our sales and marketing expenses may increase over time as we hire additional sales and marketing personnel, increase our lead generation activities, grow our operations, and continue to build brand awareness.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of personnel-related costs associated with our general and administrative organization, professional fees for legal, accounting and other consulting services, office facility, insurance, information technology costs, legal settlements, and expenses incurred as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing requirements, additional insurance expense, investor relations activities and other administrative and professional services. We may also increase the size of our general and administrative staff in order to support the growth of our business but at a rate that is lower than the corresponding increase in total revenue.

 

Impairment Charge

 

Impairment charge consists of goodwill impairment. See Note 2 - Significant Accounting Policies for more information.

 

Other Income/Expenses

 

Other income/expenses consist primarily of interest income, net of interest expense, foreign currency transaction gains and losses, and other income related to the operations of foreign subsidiaries. Interest expense is recorded in connection with our various debt facilities. Foreign currency transaction gains and losses relate to the impact of transactions denominated in a foreign currency other than the U.S. dollar. If we continue to expand our international operations, our exposure to fluctuations in foreign currencies has increased, which we expect to continue.

 

Provision for Income Taxes

 

The income tax expense on the Condensed Consolidated Statement of Operations and Comprehensive Loss is primarily related to the foreign and state taxes offset by a change in the valuation allowance. We established a full valuation allowance for net deferred U.S. federal and state tax assets, including net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of the federal and state deferred tax assets will be realized in future periods if it reports taxable income. We believe that we have established an adequate allowance for uncertain tax positions, although we can provide no assurance that the final outcome of these matters will not be materially different. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.

 

41


 

 

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

The results of operations presented below should be reviewed together with the condensed consolidated financial statements and notes included elsewhere in this Report. The following table summarizes our historical consolidated results of operations data for the periods presented. The period-to-period comparison of operating results is not necessarily indicative of results for future periods. All dollars are in thousands unless otherwise stated.

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

$

15,143

 

 

$

24,676

 

 

$

(9,533

)

 

 

(39

)%

 

$

33,973

 

 

$

53,753

 

 

$

(19,780

)

 

 

(37

)%

Professional services

 

 

 

4,327

 

 

 

5,816

 

 

 

(1,489

)

 

 

(26

)%

 

 

8,220

 

 

 

9,274

 

 

 

(1,054

)

 

 

(11

)%

Hosted services

 

 

 

18,838

 

 

 

18,026

 

 

 

812

 

 

 

5

%

 

 

37,459

 

 

 

35,980

 

 

 

1,479

 

 

 

4

%

Total revenue

 

 

 

38,308

 

 

 

48,518

 

 

 

(10,210

)

 

 

(21

)%

 

 

79,652

 

 

 

99,007

 

 

 

(19,355

)

 

 

(20

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

 

12,868

 

 

 

16,318

 

 

 

(3,450

)

 

 

(21

)%

 

 

26,828

 

 

 

35,002

 

 

 

(8,174

)

 

 

(23

)%

Professional services

 

 

 

6,237

 

 

 

8,869

 

 

 

(2,632

)

 

 

(30

)%

 

 

13,530

 

 

 

15,317

 

 

 

(1,787

)

 

 

(12

)%

Hosted services

 

 

 

6,535

 

 

 

6,026

 

 

 

509

 

 

 

8

%

 

 

13,064

 

 

 

11,960

 

 

 

1,104

 

 

 

9

%

Total cost of revenue

 

 

 

25,640

 

 

 

31,213

 

 

 

(5,573

)

 

 

(18

)%

 

 

53,422

 

 

 

62,279

 

 

 

(8,857

)

 

 

(14

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

6,465

 

 

 

7,484

 

 

 

(1,019

)

 

 

(14

)%

 

 

14,723

 

 

 

15,846

 

 

 

(1,123

)

 

 

(7

)%

Sales and marketing

 

 

 

6,375

 

 

 

4,716

 

 

 

1,659

 

 

 

35

%

 

 

11,145

 

 

 

9,270

 

 

 

1,875

 

 

 

20

%

General and administrative

 

 

 

11,513

 

 

 

12,023

 

 

 

(510

)

 

 

(4

)%

 

 

28,407

 

 

 

28,689

 

 

 

(282

)

 

 

(1

)%

Total operating expenses

 

 

 

24,353

 

 

 

24,223

 

 

 

130

 

 

 

1

%

 

 

54,275

 

 

 

53,805

 

 

 

470

 

 

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment charge

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

100

%

 

 

24,929

 

 

 

-

 

 

 

24,929

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

(11,685

)

 

 

(6,918

)

 

 

(4,767

)

 

 

(69

)%

 

 

(52,974

)

 

 

(17,077

)

 

 

(35,897

)

 

 

(210

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

 

1,012

 

 

 

2,290

 

 

 

(1,278

)

 

 

(56

)%

 

 

2,212

 

 

 

4,699

 

 

 

(2,487

)

 

 

(53

)%

Other income, net

 

 

 

(220

)

 

 

91

 

 

 

(311

)

 

 

342

%

 

 

(207

)

 

 

194

 

 

 

(401

)

 

 

(207

)%

Loss before income taxes

 

 

 

(10,893

)

 

 

(4,537

)

 

 

(6,356

)

 

 

(140

)%

 

 

(50,969

)

 

 

(12,184

)

 

 

(38,785

)

 

 

(318

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

 

(33

)

 

 

68

 

 

 

(101

)

 

 

(149

)%

 

 

75

 

 

 

113

 

 

 

(38

)

 

 

(34

)%

Net Loss

 

 

$

(10,860

)

 

$

(4,605

)

 

$

(6,255

)

 

 

(136

)%

 

$

(51,044

)

 

$

(12,297

)

 

$

(38,747

)

 

 

(315

)%

 

Comparison of the three and six months ended June 30, 2025 and 2024

Revenue

 

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

$

15,143

 

 

$

24,676

 

 

$

(9,533

)

 

 

(39

)%

 

$

33,973

 

 

$

53,753

 

 

$

(19,780

)

 

 

(37

)%

Professional services

 

 

 

4,327

 

 

 

5,816

 

 

 

(1,489

)

 

 

(26

)%

 

 

8,220

 

 

 

9,274

 

 

 

(1,054

)

 

 

(11

)%

Hosted services

 

 

 

18,838

 

 

 

18,026

 

 

 

812

 

 

 

5

%

 

 

37,459

 

 

 

35,980

 

 

 

1,479

 

 

 

4

%

Total revenue

 

 

$

38,308

 

 

$

48,518

 

 

$

(10,210

)

 

 

(21

)%

 

$

79,652

 

 

$

99,007

 

 

$

(19,355

)

 

 

(20

)%

 

42


 

 

Total revenue decreased by $10.2 million, or 21%, to $38.3 million for the three months ended June 30, 2025, from $48.5 million for the three months ended June 30, 2024. The decrease was primarily driven by a $8.8 million decrease in revenue related to our Smart Apartments solution which resulted primarily from a decrease in Units Shipped to 26,543 for the three months ended June 30, 2025 from 48,780 for the three months ended June 30, 2024 and a decrease in New Units Deployed to 21,068 units for the three months ended June 30, 2025 from 22,469 units for the three months ended June 30, 2024, partially offset by a 10% increase in the number of cumulative active subscriptions for our Hosted Services during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Overall decreases in Units Shipped and New Units Deployed are primarily attributable to our customers' decisions to defer capital expenditures, driven by broader macroeconomic conditions. In addition, changes in leadership and the structure of our sales organization have adversely impacted sales and overall volumes.

Total revenue decreased by approximately $19.3 million, or 20%, to $79.7 million for the six months ended June 30, 2025, from $99.0 million for the three months ended June 30, 2024. The decrease was primarily driven by a $17.9 million decrease in revenue related to our Smart Apartments solution which resulted primarily from a 30% decrease in Units Shipped to 69,961 for the six months ended June 30, 2025 from 100,524 for the six months ended June 30, 2024 and a decrease in New Units Deployed to 39,182 units for the six months ended June 30, 2025 from 52,179 units for the six months ended June 30, 2024, partially offset by a 10% increase in the number of cumulative active subscriptions for our Hosted Services during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Overall decreases in New Units Deployed and Units Shipped are primarily attributable to our customers' decisions to defer capital expenditures, driven by broader macroeconomic conditions. In addition, changes in leadership and the structure of our sales organization have adversely impacted sales and overall volumes.

Hardware revenue decreased by approximately $9.6 million, or 39%, to $15.1 million for the three months ended June 30, 2025, from $24.7 million for the three months ended June 30, 2024. This decrease in hardware revenue was driven by a decrease in revenue related to our Smart Apartments Solutions which resulted from a 46% decrease in Units Shipped to 26,543 for the three months ended June 30, 2025 from 48,780 for the three months ended June 30, 2024.

Hardware revenue decreased by $19.8 million, or 37%, to $34.0 million for the six months ended June 30, 2025, from $53.8 million for the six months ended June 30, 2024. This decrease in hardware revenue was driven by a decrease in revenue related to our Smart Apartments Solutions which resulted from a 30% decrease in Units Shipped to 69,961 for the six months ended June 30, 2025 from 100,524 for the six months ended June 30, 2024, and a Hardware ARPU decrease of 9% to $486 for the 2025 period from $535 for the 2024 period. The Hardware ARPU decrease was primarily attributable to a change in product mix.

 

Professional services revenue decreased by $1.5 million, or 26%, to $4.3 million for three months ended June 30, 2025, from $5.8 million for the three months ended June 30, 2024. The decrease in professional services revenue was driven by a $0.7 million decrease in revenue related to our Smart Apartments solutions and a $0.7 million decrease in revenue related to Access Control as we deployed fewer Access Control projects during the three months ended June 30, 2025 compared to the previous year. New Units Deployed decreased by 6% to 21,068 units for the three months ended June 30, 2025 from 22,469 units for the three months ended June 30, 2024.

Professional services revenue decreased by $1.1 million, or 11%, to $8.2 million for six months ended June 30, 2025, from $9.3 million for the six months ended June 30, 2024. The decrease in professional services revenue was driven by a $0.8 million decrease in revenue related to Access Control, as we deployed fewer Access Control projects during the six months ended June 30, 2025 compared to the previous year, and a $0.4 million decrease related to our Smart Apartments solutions. New Units Deployed decreased by 25% to 39,182 units for the six months ended June 30, 2025 from 52,179 units for the six months ended June 30, 2024.

Hosted Services revenue increased by $0.8 million, or 5%, to $18.8 million for the three months ended June 30, 2025, from $18.0 million for the three months ended June 30, 2024. Of the $18.8 million revenue in 2025, $14.2 million is related to SaaS Revenue and approximately $4.6 million is related to hub amortization. Revenue from SaaS increased by $1.4 million, or 10%, and revenue from hub amortization decreased by $0.6 million from the three months ended June 30, 2024 to the three months ended June 30, 2025. The increase of Hosted Services revenue resulted primarily from a 10% increase in the aggregate number of Units Deployed, primarily of our Smart Apartment solution, from 771,870 units at June 30, 2024 to 847,956 units at June 30, 2025.

Hosted Services revenue increased by $1.5 million, or 4%, to $37.5 million for the six months ended June 30, 2025, from $36.0 million for the six months ended June 30, 2024. Of the $37.5 million revenue in 2025, $28.2 million is related to SaaS Revenue and $9.3 million is related to hub amortization. Revenue from SaaS increased by $3.5 million, or 13%, and revenue from hub amortization decreased by $1.9 million from the six months ended June 30, 2024 to the six months ended June 30, 2025. The increase of Hosted Services revenue resulted primarily from a 10% increase in the aggregate number of Units Deployed, primarily of our Smart Apartment solution, from 771,870 units at June 30, 2024 to 847,956 units at June 30, 2025 and an increase in SaaS ARPU of 2% to $5.67 for the six months ended June 30, 2025 from $5.53 for the six months ended June 30, 2024.

 

43


 

We don’t expect to deploy any more non-distinct Hub Devices, thus, the revenue contribution from hub amortization should continue to decrease in future periods until the non-distinct Hub Devices are fully amortized. The table below shows the expected revenue contribution from hub amortization.

 

 

2025

 

 

2026

 

 

2027

 

 

(dollars in thousands)

 

Revenue contribution from hub amortization

 

 

 

 

 

 

 

 

Q1(1)

$

4,658

 

 

$

2,082

 

 

$

153

 

Q2(1)

 

4,619

 

 

 

1,453

 

 

 

51

 

Q3

 

3,392

 

 

 

884

 

 

 

18

 

Q4

 

2,674

 

 

 

405

 

 

 

7

 

Total

$

15,343

 

 

$

4,824

 

 

$

229

 

(1) Q1 2025 and Q2 2025 amounts are actuals.

Cost of Revenue

 

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

$

12,868

 

 

$

16,318

 

 

$

(3,450

)

 

 

(21

)%

 

$

26,828

 

 

$

35,002

 

 

$

(8,174

)

 

 

(23

)%

Professional services

 

 

 

6,237

 

 

 

8,869

 

 

 

(2,632

)

 

 

(30

)%

 

 

13,530

 

 

 

15,317

 

 

 

(1,787

)

 

 

(12

)%

Hosted services

 

 

 

6,535

 

 

 

6,026

 

 

 

509

 

 

 

8

%

 

 

13,064

 

 

 

11,960

 

 

 

1,104

 

 

 

9

%

Total cost of revenue

 

 

$

25,640

 

 

$

31,213

 

 

$

(5,573

)

 

 

(18

)%

 

$

53,422

 

 

$

62,279

 

 

$

(8,857

)

 

 

(14

)%

 

Total cost of revenue decreased by $5.6 million, or 18%, to $25.6 million for the three months ended June 30, 2025, from $31.2 million for the three months ended June 30, 2024. The decrease in cost of revenue resulted primarily from a 46% decrease in Units Shipped of our Smart Apartment solution hardware devices and a 6% decrease in New Units Deployed.

Total cost of revenue decreased by $8.9 million, or 14%, to $53.4 million for the six months ended June 30, 2025, from $62.3 million for the six months ended June 30, 2024. The decrease in cost of revenue resulted primarily from a 30% decrease in Units Shipped of our Smart Apartment solution hardware devices and a 25% decrease in New Units Deployed.

Hardware cost of revenue decreased by approximately $3.4 million, or 21%, to $12.9 million for the three months ended June 30, 2025, from $16.3 million for the three months ended June 30, 2024. This decrease in hardware cost of revenue was primarily attributable to a 46% decrease in Units Shipped.

 

Hardware cost of revenue decreased by $8.2 million, or 23%, to $26.8 million for the six months ended June 30, 2025, from $35.0 million for the six months ended June 30, 2024. This decrease in hardware cost of revenue was primarily attributable to a 30% decrease in Units Shipped.

 

Professional services cost of revenue decreased by approximately $2.7 million, or 30%, to $6.2 million for the three months ended June 30, 2025, from $8.9 million for the three months ended June 30, 2024. The decrease in professional services cost of revenue is primarily attributable to a decrease of approximately $2.3 million in third-party direct labor costs and a decrease of $0.2 million in personnel-related costs and travel driven by a 6% decrease in New Units Deployed.

Professional services cost of revenue decreased by $1.8 million, or 12%, to $13.5 million for the six months ended June 30, 2025, from $15.3 million for the six months ended June 30, 2024. The decrease in professional services cost of revenue is primarily attributable to a decrease of approximately $1.0 million in third-party direct labor costs and a decrease of $0.7 million in personnel-related costs and travel driven by a 25% decrease in New Units Deployed.

 

Hosted Services cost of revenue increased by $0.5 million, or 8%, to $6.5 million for the three months ended June 30, 2025, from $6.0 million for the three months ended June 30, 2024. The increase resulted from a 10% increase in the aggregate number of Units Deployed resulting in a greater number of active subscriptions for our software service applications, partially offset by a $0.5 million decrease in hub amortization.

Hosted Services cost of revenue increased by approximately $1.1 million, or 9%, to $13.1 million for the six months ended June 30, 2025, from $12.0 million for the six months ended June 30, 2024. The increase resulted from a 10% increase in the aggregate number of Units Deployed resulting in a greater number of active subscriptions for our software service applications and an increase in personnel-related costs of $0.5 million, partially offset by a $1.0 million decrease in hub amortization.

44


 

Operating Expenses

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Research and development

 

 

$

6,465

 

 

$

7,484

 

 

$

(1,019

)

 

 

(14

)%

 

$

14,723

 

 

$

15,846

 

 

$

(1,123

)

 

 

(7

)%

Sales and marketing

 

 

 

6,375

 

 

 

4,716

 

 

 

1,659

 

 

 

35

%

 

 

11,145

 

 

 

9,270

 

 

 

1,875

 

 

 

20

%

General and administrative

 

 

 

11,513

 

 

 

12,023

 

 

 

(510

)

 

 

(4

)%

 

 

28,407

 

 

 

28,689

 

 

 

(282

)

 

 

(1

)%

 

Research and development expenses decreased by $1.0 million, or 14%, to $6.5 million for the three months ended June 30, 2025, from $7.5 million for the three months ended June 30, 2024, primarily related to a decrease of $0.9 million in personnel-related expenses and stock compensation.

Research and development expenses decreased by $1.1 million, or 7%, to $14.7 million for the six months ended June 30, 2025, from $15.8 million for the six months ended June 30, 2024, primarily related to a decrease of $1.2 million in personnel-related expenses.

Sales and marketing expenses increased by $1.7 million, or 35%, to $6.4 million for the three months ended June 30, 2025 from $4.7 million for the three months ended June 30, 2024, resulting primarily from an increase of $0.9 million in non-recurring, third-party consultants and $0.3 million in personnel-related expenses. We believe our marketing expenses will decrease in future periods, however, we believe this will be offset in part by increased sales expenses as we continue to invest in building a scalable sales team, which began with hiring our new Chief Revenue Officer in September 2024.

Sales and marketing expenses increased by approximately $1.8 million, or 20%, to $11.1 million for the six months ended June 30, 2025 from $9.3 million for the six months ended June 30, 2024, resulting primarily from an increase of $1.1 million in third-party consultants and $0.4 million in advertising. We believe our marketing expenses will decrease in future periods, however, we believe this will be offset in part by increased sales expenses as we continue to invest in building a scalable sales team, which began with hiring our new Chief Revenue Officer in September 2024.

General and administrative expenses decreased by $0.5 million, or 4%, to $11.5 million for the three months ended June 30, 2025 from $12.0 million for the three months ended June 30, 2024. This was primarily driven by a $2.3 million impairment of an investment in a non-affiliate during the three months ended June 30, 2024, partially offset by a $1.3 million increase related to non-recurring, third-party consultants and a $1.0 increase in personnel-related costs. Our legal expenses incurred during the three months ended June 30, 2025 included $1.9 million of legal fees and $6.4 million of accrued settlement costs, offset by committed insurance and third-party contributions of $7.5 million. See Note 12 - Commitments and Contingencies for more information. We believe our general and administrative expenses will decrease in future periods primarily as a result of reduced third-party consultant expenses, legal fees related to a putative class action complaint and personnel-related expenses.

 

General and administrative expenses were flat at $28.7 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Key variances include a $2.2 million increase related to legal matters, partially offset by a $2.3 million impairment of an investment in a non-affiliate in the prior year and a $1.5 million decrease in stock compensation. Our legal expenses incurred during the six months ended June 30, 2025 included $3.5 million of legal fees and $11.4 million of accrued settlement costs, offset by committed insurance and third-party contributions of $7.5 million. See Note 12 - Commitments and Contingencies for more information.

 

 

 

Goodwill Impairment Charge

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Impairment charge

 

 

$

-

 

 

$

-

 

 

$

-

 

 

 

0

%

 

$

24,929

 

 

$

-

 

 

$

24,929

 

 

 

100

%

 

During the six months ended June 30, 2025, we identified certain indicators of impairment, which resulted in a goodwill impairment charge of $24.9 million. See Note 2 - Significant Accounting Policies for additional information.

 

45


 

Other Income

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Interest income, net

 

 

$

1,012

 

 

$

2,290

 

 

$

(1,278

)

 

 

(56

)%

 

$

2,212

 

 

$

4,699

 

 

$

(2,487

)

 

 

(53

)%

Other income, net

 

 

 

(220

)

 

 

91

 

 

 

(311

)

 

 

(342

)%

 

 

(207

)

 

 

194

 

 

 

(401

)

 

 

(207

)%

 

Interest income, net decreased by $1.3 million to $1.0 million for the three months ended June 30, 2025, from $2.3 million for the three months ended June 30, 2024. The decrease in net interest income is primarily attributable to a lower cash balance on which we’re earning interest, and a decrease in interest rates.

Interest income, net decreased by $2.5 million to $2.2 million for the six months ended June 30, 2025, from $4.7 million for the six months ended June 30, 2024. The decrease in net interest income is primarily attributable to a lower cash balance on which we’re earning interest, and a decrease in interest rates.

 

Income Taxes

 

 

 

Three months ended June 30, 2025

 

 

Change

 

 

Change

 

 

Six months ended June 30, 2025

 

 

Change

 

 

Change

 

 

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

2025

 

 

2024

 

 

$

 

 

%

 

 

 

 

(dollars in thousands)

 

 

 

 

 

(dollars in thousands)

 

 

 

 

Loss before income taxes

 

 

$

(10,893

)

 

$

(4,537

)

 

$

(6,356

)

 

 

(140

)%

 

$

(50,969

)

 

$

(12,184

)

 

$

(38,785

)

 

 

(318

)%

Income tax (benefit) expense

 

 

 

(33

)

 

 

68

 

 

 

(101

)

 

 

(149

)%

 

 

75

 

 

 

113

 

 

 

(38

)

 

 

(34

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We provided a full valuation allowance on our net U.S. federal and state deferred tax assets at June 30, 2025 and 2024.

As of December 31, 2024, we had gross net operating losses of $222.9 million and $215.4 million for federal and state income tax return purposes, respectively. Federal net operating losses can be carried forward indefinitely, while State net operating losses will expire between 2032 and 2044. We also have $0.1 million of R&D credits available that expire in 2039.

The income tax expense is related to the foreign and state taxes offset by a change in the valuation allowance.

Non-GAAP Financial Measures

To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we present EBITDA and Adjusted EBITDA, described below, as non-GAAP measures. We believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance and their ability to analyze our ongoing operating trends.

All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures - these non-GAAP financial measures are not intended to supersede or replace our GAAP results.

 

We define EBITDA as net income (loss) computed in accordance with GAAP before interest income, net, income tax expense (benefit) and depreciation and amortization.

We define Adjusted EBITDA as EBITDA before expenses related to non-recurring legal matters, stock-based compensation, impairment of investment in non-affiliate, goodwill impairment, non-recurring warranty provisions, other acquisition expenses, and other expenses caused by non-recurring, or unusual, events that are not indicative of our ongoing business.

Our management uses EBITDA and Adjusted EBITDA to assess our financial and operating performance, and we believe these measures are helpful to management and external users in understanding our performance. EBITDA and Adjusted EBITDA help management identify controllable cash expenses and make decisions designed to help us meet our identified financial and operational goals and to optimize our financial performance, while neutralizing the impact of some expenses included in our operating results caused by external influences over which management has little or no control and by non-recurring, or unusual, events that might otherwise mask trends in our performance. Accordingly, we believe these metrics measure our financial performance based on operational factors that management can impact in the short-term, namely our cost structure and expenses.

46


 

We believe that the presentation of EBITDA and Adjusted EBITDA provides information useful to investors in assessing our results of operations. The GAAP measure most directly comparable to EBITDA and Adjusted EBITDA is net income (loss). EBITDA and Adjusted EBITDA are not used as measures of our liquidity and should not be considered alternatives to net income (loss) or any other measure of financial performance presented in accordance with GAAP. Our EBITDA and Adjusted EBITDA may not be comparable to the EBITDA and Adjusted EBITDA of other companies due to the fact that not all companies use the same definitions of EBITDA and Adjusted EBITDA. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other companies.

The following table presents a reconciliation of net loss (as determined in accordance with GAAP) to EBITDA and Adjusted EBITDA for each of the periods indicated.

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

Net loss

$

(10,860

)

 

$

(4,605

)

 

$

(51,044

)

 

$

(12,297

)

Interest income, net

 

(1,012

)

 

 

(2,290

)

 

 

(2,212

)

 

 

(4,699

)

Income tax (benefit) expense

 

(33

)

 

 

68

 

 

 

75

 

 

 

113

 

Depreciation and amortization

 

2,066

 

 

 

1,585

 

 

 

4,009

 

 

 

3,086

 

EBITDA

 

(9,839

)

 

 

(5,242

)

 

 

(49,172

)

 

 

(13,797

)

Legal matters(1)

 

(780

)

 

 

-

 

 

 

4,325

 

 

 

5,300

 

Stock-based compensation

 

2,161

 

 

 

3,284

 

 

 

4,997

 

 

 

6,565

 

Impairment of investment in non-affiliate

 

-

 

 

 

2,250

 

 

 

-

 

 

 

2,250

 

Goodwill impairment(2)

 

-

 

 

 

-

 

 

 

24,929

 

 

 

-

 

Non-recurring warranty provision

 

-

 

 

 

463

 

 

 

(150

)

 

 

463

 

Other acquisition expenses

 

(283

)

 

 

117

 

 

 

(231

)

 

 

257

 

Other non-operating expenses(3)

 

1,392

 

 

 

30

 

 

 

1,581

 

 

 

261

 

Adjusted EBITDA

$

(7,349

)

 

$

902

 

 

$

(13,721

)

 

$

1,299

 

(1) Refer to Note 12 "Commitments and Contingencies".

(2) Refer to Note 2 "Significant Accounting Policies"

(3) During the three months ended June 30, 2025 and 2024, other non-operating expenses includes severance expense of $1,247 and $19, respectively. During the six months ended June 30, 2025 and 2024 other non-operating expenses includes severance expense of $1,416 and $250, respectively.

 

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, 2025, we had cash and cash equivalents of $105.0 million, which were held for working capital and general corporate purposes. Our cash equivalents are comprised primarily of money market funds. To date, our principal sources of liquidity have been the net proceeds received as a result of the Business Combination, and payments collected from sales to our customers.

Debt Issuances

Following the maturity of our Revolving Facility (as defined below) in December 2021, we entered into a $75.0 million senior secured revolving credit facility with a five-year term (the "Senior Revolving Facility"). Interest rates for draws upon the Senior Revolving Facility are determined by whether we elect a secured overnight financing rate loan (“SOFR Loan”) or alternate base rate loan (”ABR Loan”). For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR as published by the CME Group Benchmark Administration Limited (CBA) plus 0.10%, subject to a floor of 0.00%, plus an applicable margin. For ABR Loans, the interest rate is based upon the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50%, or (iii) 3.25%, plus an applicable margin. As of June 30, 2025, the applicable margins for SOFR Loans and ABR Loans under the Senior Revolving Facility were 1.75% and (0.50%), respectively. The Senior Revolving Facility is secured by substantially all of our assets and guaranteed by each of our material domestic subsidiaries.

We believe that our current cash, cash equivalents, available borrowing capacity under the Senior Revolving Facility, and cash raised in the Business Combination will be sufficient to fund our operations for at least the next 12 months beyond the issuance date of this Report. Our future capital requirements, however, will depend on many factors, including our sales volume, the expansion of sales and marketing activities, and market adoption of our new and enhanced products and features. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we may seek to raise additional funds through equity and debt financings. If we are unable to raise additional capital when desired and on reasonable terms, our business, results of operations, and financial condition may be adversely affected.

47


 

Stock Repurchase Program

In March 2024, the Board authorized a stock repurchase program pursuant to which we may repurchase up to $50 million of our Class A common stock. Repurchases under the program may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate us to acquire any particular amount of our Class A common stock and may be suspended at any time at our discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

 

During the three months ended June 30, 2025, we repurchased 4.1 million shares of our Class A common stock under the stock repurchase program at an average price of approximately $0.91 per share for a total of $3,684 million. During the six months ended June 30, 2025, we repurchased 5.1 million shares of our Class A common stock under the stock repurchase program at an average price of approximately $0.96 per share for a total of $4.9 million. As of June 30, 2025, approximately $16.8 million remained available for stock repurchases pursuant to our stock repurchase program.

During the three months ended June 30, 2024, we repurchased 0.8 million shares of our Class A common stock under the stock repurchase program at an average price of approximately $2.62 per share for a total of $2.0 million. During the six months ended June 30, 2024, we repurchased 2.4 million shares of our Class A common stock under the stock repurchase program at an average price of approximately $2.70 per share for a total of $6.4 million.

 

Cash Flow Summary - Six Months Ended June 30, 2025 and 2024

The following table summarizes our cash flows for the periods presented.

 

 

Six months ended June 30, 2025

 

 

 

2025

 

 

2024

 

 

 

(dollars in thousands)

 

Net cash used in

 

 

 

 

 

 

Operating activities

 

$

(27,099

)

 

$

(17,214

)

Investing activities

 

 

(5,850

)

 

 

(1,997

)

Financing activities

 

 

(5,266

)

 

 

(8,839

)

 

Operating Activities

For the six months ended June 30, 2025, our operating activities used $27.1 million in cash resulting primarily from our net loss of $51.0 million and $11.5 million used in changes in our operating assets and liabilities, partially offset by approximately $35.4 million provided by non-cash expenses. Changes in our operating assets and liabilities primarily resulted from a $21.3 million decrease in deferred revenue, partially offset by a $5.1 million decrease in deferred cost of revenue, and a $2.6 increase in accrued expenses and other liabilities. Non-cash expenses consisted primarily of a $24.9 million goodwill impairment - refer to Note 2 Significant Accounting Policies, $5.0 million of stock compensation and $4.0 million of depreciation and amortization.

For the six months ended June 30, 2024, our operating activities used $17.2 million in cash resulting primarily from our net loss of $12.3 million and $23.4 million used in changes in our operating assets and liabilities, partially offset by approximately $18.5 million provided by non-cash expenses. Changes in our operating assets and liabilities primarily resulted from an $11.2 million decrease in deferred revenue, an $8.7 million decrease in accounts payable, a $4.7 million increase in accounts receivable and a $3.5 million decrease in accrued expenses and other liabilities, partially offset by a $5.2 million decrease in deferred cost of revenue. Non-cash expenses consisted primarily of stock-based compensation of $6.6 million, a non-cash legal accrual for $5.0 million in which we agreed to settle a dispute with a supplier by returning $5.0 million of inventory, depreciation and amortization of $3.1 million, an impairment of an investment in non-affiliate of $2.3 million and provision for expected credit losses of $1.4 million.

 

Investing Activities

For the six months ended June 30, 2025, we used $5.9 million of cash for investing activities, primarily related to $2.4 million for capitalized internal-use software development costs and cash paid of $3.5 million for the purchase of property and equipment.

For the six months ended June 30, 2024, we used $2.0 million of cash from investing activities, resulting primarily from cash paid of $1.7 million for capitalized internal-use software development costs and $0.3 million for the purchase of property and equipment.

 

48


 

Financing Activities

For the six months ended June 30, 2025, our financing activities used $5.3 million of cash, resulting primarily from $4.9 million used for repurchases of Class A common stock.

For the six months ended June 30, 2024, our financing activities used $8.8 million of cash, resulting primarily from $6.4 million used for repurchases of Class A common stock, $1.5 million used for earnout payments related to the iQuue acquisition, and $1.3 million used for taxes paid related to net share settlements of stock-based compensation awards.

 

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2025.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts we report as assets, liabilities, revenue, costs and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.

Revenue Recognition

We derive 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 we expect to be entitled to receive in exchange for those products and services.

Payments we receive by check or automated clearing house payments, and payment terms are determined by individual contracts and range from due upon receipt to net 30 days. Taxes collected from customers and remitted to governmental authorities are not included in reported revenue. Payments received from customers in advance of revenue recognition are reported as deferred revenue.

We apply the practical expedient that allows for inclusion of the future auto-renewals in the initial measurement of the transaction price. We only apply these steps when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services it transfers to a customer.

Accounting for contracts recognized over time involves the use of various estimates of total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation may be revised in the future as we observe the economic performance of our contracts. Changes in job performance, job conditions and estimated profitability may result in revision to our estimates of revenue and costs and are recognized in the period in which the revision is identified.

We may enter into contracts that contain multiple distinct performance obligations including hardware and Hosted Services. The hardware performance obligation includes the delivery of hardware, and the Hosted Services performance obligation allows the customer use of our software during the contracted-use term. The subscription for the software and certain Hub Devices combine as one performance obligation, and there is no support or ongoing subscription for other device hardware. We partner with several manufacturers to offer a range of compatible hardware options for its customers. We maintain control of the hardware purchased from manufacturers prior to it being transferred to the customer, and accordingly, SmartRent is considered the principal in these arrangements.

For each performance obligation identified, we estimate the standalone selling price, which represents the price at which we would sell the good or service separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price, considering available information such as market conditions, historical pricing data, and internal pricing guidelines related to the performance obligations. We then allocate the transaction price among those obligations based on the estimation of the standalone selling price.

49


 

Goodwill

Goodwill represents the excess of cost over net assets of our completed business combinations. We test for potential impairment of goodwill on an annual basis as of September 30 to determine if the carrying value is less than the fair value. We will conduct additional tests between annual tests if there are indications of potential goodwill impairment. During the three months ended March 31, 2025, we experienced a sustained decline in stock price, resulting in a significant decrease in market capitalization. As a result, we conducted an interim impairment test utilizing the qualitative approach and determined that impairment is more likely than not. As a result, we then performed an interim quantitative impairment test which resulted in an indication of impairment.

The fair value of the reporting unit used in this impairment test was determined using a combination of an income approach and market-based approach. The mix between the two approaches requires significant judgement. As a result of these tests, we recorded a goodwill impairment charge of $24,929 during the three months ended March 31, 2025.

The significant assumptions used in determining the fair value of the reporting unit under the income approach primarily relate to revenue growth rate, forecasted EBITDA and the selected discount rate used in the discounted cash flow model. The significant assumptions used in the market-based approach primarily relate to the forecasted EBITDA margin, the selected control premium, and selected revenue and EBITDA multiples, which require significant judgement.

To the extent that inputs and assumptions used in the analysis change, such as an increased discount rate, updated cash flow projections, or decreases to Guideline companies’ multiples, additional impairment charges may be recorded in the future. In addition, a further decrease in our common stock share price and market capitalization could be an indicator of a decrease in the fair value of our equity.

As noted above, the estimates and assumptions regarding expected future cash flows, discount rates, and revenue and EBITDA multiples require considerable judgment and are based on market conditions, financial forecasts, industry trends, and historical experience. These estimates have inherent uncertainties, and different assumptions could lead to materially different results. Our goodwill balance was $92.3 million and $117.3 million as of June 30, 2025 and December 31, 2024, respectively.

Inventory Valuation

Inventories are stated at the lower of cost or estimated net realizable value. Cost is computed under the first-in, first-out method. We adjust the inventory balance based on anticipated obsolescence, usage, and historical write-offs. Significant judgment is used in establishing our forecasts of future demand and obsolete material exposures. We consider marketability and product life cycle stage, product development plans, demand forecasts, historical revenue, and assumptions about future demand and market conditions in establishing our estimates. If the actual product demand is significantly lower than forecast, which may be caused by factors within and outside of our control, or if there were a higher incidence of inventory obsolescence because of rapidly changing technology and our customer requirements, we may be required to increase our inventory adjustment. A change in our estimates could have a significant impact on the value of our inventory and our results of operations.

Stock-Based Compensation

Our stock-based compensation relates to stock options and restricted stock units ("RSUs") granted to our employees and directors. Stock-based awards are measured based on the grant date fair value. We estimate the fair value of stock option awards on the grant date using the Black-Scholes option-pricing model. The fair value of RSUs is based on the grant date fair value of the stock price. The fair value of these awards is recognized as compensation expense on a straight-line basis over the requisite service period in which the awards are expected to vest. Forfeitures are recognized as they occur by reversing previously recognized compensation expense.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield, the expected stock price volatility over the expected term and forfeitures, which are recognized as they occur. For all stock options granted, we calculated the expected term using the simplified method for “plain vanilla” stock option awards.

The grant date fair value is also utilized with respect to RSUs with performance and service conditions to vest. For RSUs with a performance condition, based on a liquidity event, as well as a service condition to vest, no compensation expense is recognized until the performance condition has been satisfied. Subsequent to the liquidity event, compensation expense is recognized to the extent the requisite service period has been completed and compensation expense thereafter is recognized on an accelerated attribution method. Under the accelerated attribution method, compensation expense is recognized over the remaining requisite service period for each service condition tranche as though each tranche is, in substance, a separate award. In August 2021, we completed the merger with FWAA, which met the liquidity event vesting condition and triggered the recognition of compensation expense for awards of RSUs, or applicable portions of such awards, for which the time-based vesting condition had been satisfied.

 

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Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts “emerging growth companies” as defined in Section 2(A) of the Securities Act of 1933, as amended, from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” and have elected to take advantage of the benefits of this extended transition period.

We will use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used.

We will remain an “emerging growth company” under the JOBS Act until the earliest of (a) the first fiscal year following the fifth anniversary of the initial public offering by FWAA, which closed on February 9, 2021, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the last date of our fiscal year in which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non- convertible debt securities during the previous three years.

Recent Accounting Pronouncements

See Note 2, “Significant Accounting Policies” - Recent Accounting Guidance for more information.

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Item 3 - Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

We do not believe that inflation has had a material effect, to date, on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations or financial condition.

Interest Rate Fluctuation Risk

As of June 30, 2025, we had cash, cash equivalents, and restricted cash of approximately $105.0 million, which consisted primarily of institutional money market funds, which carries a degree of interest rate risk. A hypothetical 10% change in interest rates would increase our annual interest income by $10.5 million, or decrease our annual interest income by $4.4 million, based on our cash position as of June 30, 2025.

Foreign Currency Exchange Rate Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Substantially all of our revenue is generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States and to a lesser extent in Croatia and other international markets. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.

 

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective as of June 30, 2025, at the reasonable assurance level to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Interim Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. Other Information

 

Item 1 - Legal Proceedings

 

From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or prospects. See Note 12 - Commitments and Contingencies for additional information.

Item 1A - Risk Factors

 

We are subject to various risks and uncertainties in the course of our business. For a discussion of risks and uncertainties relating to our business, please see the section titled "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 5, 2025 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025. Other than the risk factors below, there have been no material changes from the risk factors disclosed therein. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

 

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We may not successfully manage the transition of leadership to our new Chief Executive Officer, which could have an adverse impact on us.

On June 16, 2025, Frank Martell became our new Chief Executive Officer. Our new Chief Executive Officer will be critical to executing on our evolving business strategy. Our success will depend, in part, on the effectiveness of this transition, including the successful integration into his role and the continuity of leadership among the larger workforce. If we do not successfully manage this transition, it could be viewed negatively by our customers, employees, investors, and other third-party partners and could have an adverse impact on our business, results of operations, or our stock price. If Mr. Martell is unsuccessful at leading the management team or is unable to articulate and execute our strategy and vision, we may not be able to achieve our financial and operational goals, which could adversely affect our business and results of operations.

 

If we cannot meet the NYSE continued listing requirements, the NYSE may delist our Class A Common Stock.

On May 2, 2025, we received a written notification from the NYSE that as of May 2, 2025, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, we had (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. As of July 31, 2025 our closing share price was $1.01 and our average closing share price was greater than $1.00 over the 30-day trading period ending July 31, 2025. On August 1, 2025, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2025. However, there can be no assurances that we will maintain compliance as there may be continued volatility and fluctuations in the market price of our common stock.

 

In the future, if we are not able to meet the continued listing requirements of the NYSE, our Class A Common Stock may be delisted. A delisting of our Class A Common Stock could negatively impact us by, among other things, reducing the liquidity and market price of our Class A Common Stock; reducing the number of investors willing to hold or acquire our Class A Common Stock, which could negatively impact our ability to raise equity financing; decreasing the amount of our news and analyst coverage; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the NYSE could have an adverse effect on our business, reputation, financial condition, and operating results.

 

 

53


 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes the share repurchase activity for the three months ended June 30, 2025.

 

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid Per Share (2)

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

 

 

(in thousands, except per share amounts)

 

April 1 - April 30, 2025

 

 

3,326

 

 

$

0.84

 

 

 

2,777

 

 

$

17,450

 

May 1 - May 31, 2025

 

 

740

 

 

$

0.95

 

 

 

707

 

 

$

16,751

 

June 1 - June 30, 2025

 

 

-

 

 

$

-

 

 

 

-

 

 

$

16,751

 

Total

 

 

4,066

 

 

 

 

 

 

3,484

 

 

 

 


(1) In March 2024, our board of directors authorized the repurchase of up to $50,000,000 of our Class A common stock. Repurchases under the program can be made through open market transactions, privately negotiated transactions and other means in compliance with applicable federal securities laws, including through Rule 10b5-1 plans. We have discretion in determining the conditions under which shares may be repurchased from time to time. The repurchase program does not have an expiration date and may be suspended at any time at our discretion. Refer to Note 7 — Convertible Preferred Stock and Equity in Part I, Item 1 of this Report for additional information related to share repurchases.

(2) Average price paid per share includes costs associated with the repurchases.

 

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not Applicable.

Item 5 – Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2025, none of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

 

Departure of Chief Legal Officer

 

On August 1, 2025, Kristen Lee informed the Company that she will step down from her position as Chief Legal Officer and Corporate Secretary, effective August 15, 2025, to pursue other opportunities. The Company appreciates Ms. Lee’s many contributions and thanks her for her service.

On August 4, 2025, the Company entered into a transition agreement and general release with Ms. Lee (the “Transition Agreement”). The Transition Agreement provides that, as consideration for Ms. Lee agreeing to the terms of the Transition Agreement, executing a release of claims in favor of the Company and its affiliates, and complying with existing restrictive covenants (including a non-compete), Ms. Lee will receive a cash severance payment equal to $100,000 less all applicable federal and state income and employment taxes, which amount shall be paid on the first regular payday after the effective date of the Transition Agreement.

The foregoing is a summary description of certain terms of the Transition Agreement and is qualified in its entirety by reference to the Transition Agreement, which is filed as an exhibit to this Form 10-Q.

 

 

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Item 6 - Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit

Filing Date

3.1

 

Third Amended and Restated Certificate of Incorporation.

 

8-K

 

3.1

 

August 30, 2021

3.2

Amended and Restated Bylaws.

8-K

3.2

August 30, 2021

10.1†

 

Severance Agreement and Release between SmartRent, Inc. and Michael Shane Paladin, dated April 9, 2025.

 

10-Q

 

10.1

 

May 7, 2025

10.2†

 

Employment Agreement, dated as of April 9, 2025, by and between SmartRent, Inc. and John Dorman.

 

10-Q

 

10.2

 

May 7, 2025

10.3†

 

Employment Agreement, dated as of June 15, 2025, by and between SmartRent, Inc. and Frank Martell.

 

 

 

 

 

Filed herewith

 

10.4†

 

 

Transition Agreement, dated as of August 4, 2025, by and between SmartRent, Inc. and Kristen Lee.

 

 

 

 

 

Filed herewith

 

10.5

 

Waiver and First Amendment to Credit Agreement, dated August 5, 2025.

 

 

 

 

 

Filed herewith

 

31.1

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

31.2

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.1

Certification of Principal Executive Officer as adopted pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.2

 

Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

Filed herewith

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

 

* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

† Indicates a management contract or any compensatory plan, contract or arrangement.

 

 

 

55


 

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of August 2025.

 

SmartRent, Inc.

 

 

By:

/s/ Frank Martell

 

 

 

Frank Martell

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

By:

/s/ Daryl Stemm

 

 

 

Daryl Stemm

 

Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 

56


EXHIBIT 10.3

 

SMARTRENT, INC.

June 15, 2025

Frank Martell

Via email

Dear Frank,

On behalf of the Board of Directors (the “Board”) of SmartRent, Inc. (the “Company”),1 I am pleased to offer you (“Executive”) the position of President and Chief Executive Officer (such positions together referred to herein as the “CEO” position) reporting to the Board. The Board unanimously believes that you are uniquely qualified to lead the Company and appreciates your past contributions to the Company. The terms of your employment with the Company will be as described in this offer letter (this “Agreement”):

1.
Position. Executive’s employment with the Company will begin on June 16, 2025 (the “Start Date”). Executive will have all of the duties, responsibilities and authority commensurate with the position of CEO. Executive’s primary location of employment will be remote with travel to the Company’s Scottsdale, Arizona offices to the extent that he and the Board determine appropriate. Executive also will engage in other business travel to visit customers, investors, partners, or other Company offices to the extent Executive determines appropriate. The Company will directly pay or reimburse Executive for Executive’s reasonable costs of all such business travel, all subject to and in accordance with the Company’s expense reimbursement policies as may be in effect from time to time.

Executive will be expected to devote Executive’s full working time and attention to the business of the Company, and, except as set forth below, Executive will not render services to any other business without the prior approval of the Board. Notwithstanding the foregoing, and subject to Section 17(d), Executive may manage personal investments, participate in civic, charitable, and academic activities (if in a limited, non-leadership capacity unless a larger role is approved by the Board), and, subject to prior approval by the Board, serve on the board of directors (and any committees) and/or as an advisor of other for-profit companies, provided that such activities do not at the time the activity or activities commence or thereafter (a) create an actual or reasonably likely to occur potential business or fiduciary conflict of interest or (b) individually or in the aggregate, interfere with the performance of Executive’s duties to the Company. As of the Start Date, the Board approves Executive’s existing service as a director of Compass, Inc., Operation Hope, and Marine Corps Scholarship Foundation and an advisor to the board of directors of loanDepot, Inc, subject to the preceding sentence and the other provisions of this Agreement.

For so long as Executive serves as the CEO, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed), the Board and/or the Nominating and Corporate Governance Committee of the


1 Please see Section 17(m) of this Agreement.

 


 

Board will nominate Executive for reelection to the Board at each annual meeting at which Executive is subject to reelection. If Executive’s position as CEO is terminated by Executive or the Company for any reason, if so requested by the Board, Executive agrees to promptly resign from the Board and any committee thereof and Executive will cooperate with the Company to complete any steps the Board determines to be necessary or appropriate to confirm such resignation.

2.
Term of Agreement. This Agreement will be effective as of the Start Date and will terminate on the date of Executive’s termination of employment (provided that in all cases the Agreement will remain in effect to the extent necessary to enforce the parties’ obligations and duties under the Agreement). As provided in Section 12, either the Company or Executive may terminate Executive’s employment as CEO at any time and for any reason (it being understood that, to the extent provided in this Agreement, payments still may be owed following termination of employment, depending on the circumstances of the termination).
3.
Base Salary. Executive will receive a base salary (the “Base Salary”), initially at the annualized rate of $700,000.00 per year. The Base Salary shall be payable in accordance with the Company’s standard payroll schedule and procedures, and will be pro-rated for the current year, as well as any other partial year of employment. Thereafter, Executive’s Base Salary will be periodically reviewed as a part of the Company’s standard practices, and will be determined by the Compensation Committee of the Board (the “Compensation Committee”).
4.
Target Bonus. Executive will be eligible for an annual target bonus (the “Target Bonus”) equal to 100% of Executive’s then-current annual Base Salary, subject to the terms and conditions of the Company’s Executive Incentive Compensation Plan (“Compensation Plan”) in effect for each applicable fiscal year. The actual bonus amounts awarded to Executive (the “Actual Bonus”), if any, will depend upon achievement of reasonable performance objectives to be established by the Board or the Compensation Committee for such performance periods. Prior to performance objectives being set, the Board or the Compensation Committee will seek input on such performance objectives from Executive, which such input will be considered by the Board or the Compensation Committee, as applicable, in good faith. The maximum bonus that may be earned for any fiscal year is 250% of the Target Bonus. To earn any Actual Bonus for any period, except as set forth below, Executive must be employed by the Company through the last day of the period to which such bonus relates and the date on which bonuses are to be paid. No Actual Bonus will be paid unless earned, except as set forth below in Section 8. Executive’s Actual Bonus for fiscal year 2025 will be no less than the Target Bonus, prorated based on the Start Date.
5.
Benefits & Vacation. Executive will be entitled to participate in all employee retirement (401(k)), insurance, benefit and vacation programs of the Company as are in effect from time to time and in which other U.S. based executive officers of the Company are eligible to participate, on terms no less favorable than any other such officer.
6.
Equity. Subject to this Section 6, Executive will be granted equity (or cash) awards as follows:
(a)
Initial Award. As soon as reasonably practicable after the Start Date, Executive will be granted time-based restricted stock units (“RSUs”) covering 1,800,000 shares of the Company’s Class A common stock (“Shares”) (the “First Grant”). The First Grant will vest in

2


 

four (4) substantially equal quarterly installments, such that 100% of the RSUs subject to the First Grant will be vested as of June 30, 2026, subject to Executive’s continued Service (as such term is defined in the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”)), whether as an employee, director or a consultant, through each applicable vesting date.
(b)
Additional Grants. As soon as reasonably practicable after the date of each of the 2026 and 2027 annual meetings of the Company’s stockholders (each, an “Annual Meeting”), and subject to Executive’s continued Service, whether as an employee, director or a consultant, through the applicable grant date, Executive will be granted time-based RSUs covering 600,000 Shares (each, an “Additional RSU Grant”) and performance-based RSUs covering 600,000 Shares (at target) (each, an “Additional PSU Grant” and together with the Additional RSU Grants, the “Additional Grant”). The Additional RSU Grants will vest as follows: the RSUs subject to the Additional RSU Grant granted in connection with the 2026 Annual Meeting will vest in four (4) substantially equal quarterly installments from July 1, 2026 through June 30, 2027, and the RSUs subject to the Additional RSU Grant granted in connection with the 2027 Annual Meeting will vest in four (4) substantially equal quarterly installments from July 1, 2027 through June 30, 2028, and in all cases described in this sentence, subject to Executive’s continued Service, whether as an employee, director or a consultant, through each applicable vesting date. Each Additional PSU Grant will vest subject to the satisfaction of any financial and/or quantitative strategic goals applicable to the award as determined by the Compensation Committee and designed following consultation with Executive, and in all cases described in this sentence, subject to Executive’s continued Service, whether as an employee, director or a consultant, through the applicable vesting date. The number of Shares subject to the Additional Grant will be proportionately adjusted in the event of a reverse stock split or any other transaction or exchange impacting the Shares.
i.
Notwithstanding the foregoing, if at the 2026 or 2027 Annual Meetings, the stockholders do not approve a sufficient increase to the number of Shares reserved for issuance under the 2021 Plan (or any successor plan) as determined in good faith by the Board or Compensation Committee, then the Additional RSU Grant and Additional PSU Grant associated with that Annual Meeting will not be granted (or will be granted to such lesser extent as the Board or Compensation Committee determines is appropriate), then as soon as reasonably practicable after the date of the applicable Annual Meeting, and subject to Executive’s continued Service, whether as an employee, director or a consultant, through the applicable grant date, Executive instead will be granted a cash-based award of $1,200,000 (or such lesser amount equal to the portion of the Additional RSU Grants and Additional PSU Grants that were not made (calculated on the basis of $1 for each Share not granted)) subject to vesting (each, a “Cash Award”), with 50% of the Cash Award becoming vested and earned on the same vesting schedule that would have applied to the corresponding Additional RSU Grant had it been made, and 50% of the Cash Award (at target) becoming vested and earned subject to the satisfaction of any financial and/or quantitative strategic goals applicable to the award as determined by the Compensation Committee and designed following consultation with Executive, in all cases, subject to Executive’s continued Service, whether as an employee, director or a consultant, through the applicable vesting date. For purposes of clarification, the grant of a Cash Award in accordance with the terms of this Agreement will satisfy any obligation the Company has to grant an Additional RSU Grant and Additional PSU Grant in connection with the 2026 and 2027 Annual Meeting, as applicable.

3


 

(c)
Change in Control. If a Change in Control occurs while any portion of the Additional Grant remains ungranted (and for which no Cash Award was granted), then the ungranted portion of the Additional Grant (for which no Cash Award was granted) will be granted to Executive no later than the day prior to the Change in Control, subject to Executive’s continued Service, whether as an employee, director or a consultant, through the grant date (the “Change in Control Grant”). Any portion of the Change in Control Grant attributable to performance-based RSUs will instead be granted as time-based RSUs (at target). The Change in Control Grant (or the equivalent Cash Award at the Company’s discretion), will vest on the same time-based vesting schedule that would have applied had the ungranted portion of the Additional Grant been made, subject to Executive’s continued Service, whether as an employee, director or a consultant of the Company or any successor to the Company, through the applicable vesting date; provided, however, that the Change in Control Grant (or equivalent Cash Award) will become vested in full immediately prior to the time of the consummation of the Change in Control if not assumed, continued or substituted pursuant to Section 13.1(b) of the 2021 Plan.
(d)
Equity Award Documents. The equity and cash awards provided under this Section 6 will be granted under the terms of the 2021 Plan and be subject to the terms of the applicable award agreement, which will substantially follow the Company’s standard terms and conditions. Certain of the equity awards provided under this Section 6 shall be eligible for accelerated vesting in certain circumstances to the limited extent set forth in Section 8 below.
(e)
Future Grants. In addition to the equity and cash awards provided under this Section 6, beginning in 2026, Executive will be eligible to receive additional equity awards commensurate with Executive’s position and granted at the same time as equity awards are made to similarly situated executives of the Company, as the Board or the Compensation Committee determines in its discretion and in accordance with Company practices from time to time, provided that any additional 2026 equity award grant shall have a value of no less than 550% of Executive’s Base Salary as in effect immediately prior to the date of grant. Subject to the prior sentence, any additional 2026 equity award grant will be determined by the Compensation Committee, with 50% of such award subject to performance conditions applicable to a one (1) year performance period and designed following consultation with Executive.
7.
Expenses. The Company will, subject to applicable Company policies and guidelines as they may exist from time to time, reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with Executive’s performance of services on behalf of the Company during Executive’s employment with the Company on terms no less favorable than for any other U.S. based executive officer of the Company. For the avoidance of doubt, Executive shall be reimbursed for business travel to the Company’s offices in Scottsdale, Arizona (including, but not limited to, lodging in the Scottsdale, Arizona area), as described in Section 1. In addition, the Company in 2025 will directly pay or reimburse, upon presentation of invoices no later than November 30, 2025, Executive’s reasonable and documented attorney fees incurred in the negotiation and execution of this Agreement and related documents in an amount not to exceed $50,000. Subject to the preceding, the reimbursement for all fees under this Section 7 will be paid pursuant to the Company’s policies and practices, following Executive’s submission of reasonable documentation for such fees.

4


 

8.
Effect of Termination of Employment.
(a)
Termination for Any Reason. In the event Executive’s employment is terminated by the Company or by Executive (including due to Executive’s death or Disability), Executive will be paid: (i) any earned but unpaid Base Salary; (ii) the Prior Year Bonus; (iii) other unpaid and then-vested amounts, including any amount payable to Executive under the specific terms of any insurance and health and benefit plans in which Executive participates, unless otherwise specifically provided in this Agreement; and (iv) reimbursement for all reasonable and necessary expenses incurred by Executive in connection with Executive’s performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the “Accrued Compensation”).
(b)
Qualifying Termination outside of a Change in Control Period. In the event of Executive’s Qualifying Termination outside of a Change in Control Period, provided that Executive resigns from all positions Executive may hold with the Company (including, but not limited to, as a member of the Board if so requested by the Board) and any of its subsidiaries or affiliated entities at such time (the “Resignation Requirement”) and delivers to the Company an executed separation agreement, substantially in the form of the attached Separation Agreement and Release (a “Separation Agreement”), subject to good faith modification by the Company to comply with and be fully enforceable under applicable law, or to reflect applicable legal changes, Executive’s relocation to another jurisdiction, Executive’s separation in connection with a group termination event, Executive’s agreements and compensatory arrangements then in existence, or other circumstances as may reasonably be considered by the Company, within the applicable time period set forth therein and does not revoke the Separation Agreement within the revocation period (if any) set forth therein (provided, however, that in no event may the applicable time period or revocation period extend beyond sixty (60) days following Executive’s termination date) (the “Separation Agreement Deadline” and delivery of such effective Separation Agreement, the “Separation Agreement Requirement”) and complies with all terms and conditions set forth in the Confidentiality Agreement (as defined below), including, but not limited to, any non-solicitation covenants (together with the Resignation Requirement and the Separation Agreement Requirement, the “Severance Requirements”), then, in addition to the Accrued Compensation, Executive shall be entitled to the payments and benefits listed in the table below, payable in a lump sum in the first payroll period following the expiration of the Separation Agreement Deadline unless otherwise indicated:

Qualifying Termination outside of a Change in Control Period

Base Severance

100% of Base Salary

Bonus Severance

100% of Target Bonus

Prorated Bonus

100% of Prorated Bonus

COBRA Benefit

24 months

Equity and Cash Award Vesting Acceleration

Accelerated vesting for then-outstanding and unvested equity awards and Cash Awards, if any, that vest based solely on continued Service, whether as an employee, director or a consultant, that would have vested on the next four (4) quarterly vesting dates following the date of such

5


 

 

Qualifying Termination as if Executive had continued to provide Service on each such vesting date.

Additional RSU Grants

Any Additional RSU Grant that was not granted prior to the Qualifying Termination that would have otherwise vested in accordance with the terms of Section 8(b) of this Agreement had such Additional RSU Grant been made prior to the Qualifying Termination will be made as of the date of such Qualifying Termination.

(c)
Qualifying Termination within a Change in Control Period. In the event of Executive’s Qualifying Termination within a Change in Control Period, provided that Executive satisfies the Severance Requirements, in addition to the Accrued Compensation, Executive shall be entitled to the payments and benefits listed in the table below (in lieu of any benefits pursuant to Section 8(b)), payable in a lump sum in the first payroll period following the expiration of the Separation Agreement Deadline unless otherwise indicated:

 

Qualifying Termination within a Change in Control Period

Base Severance

200% of Base Salary

Bonus Severance

200% of Target Bonus

Prorated Bonus

100% of Prorated Bonus

COBRA Benefit

24 months

Equity and Cash Award Vesting Acceleration

 

 

100% accelerated vesting for all then-outstanding and unvested equity awards and Cash Awards, if any, provided that if any such equity awards are subject to performance-based vesting, such performance-based awards will be deemed to have achieved the applicable performance objectives at target.

Additional RSU Grants and Additional PSU Grants

Any Additional RSU Grants and Additional PSU Grants that were not made prior to the Qualifying Termination will be made (in cash or equity awards, in the discretion of the Board or Compensation Committee) no later than immediately prior to the Change in Control.

Subject to the Severance Requirements, the Equity and Cash Award Vesting Acceleration provided under Sections 8(b) and 8(c) will be effective as of Executive’s Qualifying Termination, and the equity awards and Cash Awards, if any, will remain outstanding (including as to the then-unvested portion thereof), notwithstanding anything to the contrary in the applicable award agreement(s) (other than the expiration date of the award), for the minimum amount of time necessary following a Qualifying Termination that occurs other than within twenty-four (24) months following a Change in Control to permit acceleration upon a Change in Control occurring within three (3) months thereof.

For the avoidance of doubt, the benefits payable pursuant to Sections 8(b) and (c) are mutually exclusive and not cumulative.

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9.
Definitions. As used in this Agreement, the following terms have the following meanings.

“Base Severance” means the percentage, as indicated, of Executive’s then-current annual Base Salary, ignoring any decrease in Base Salary that forms the basis for Good Reason, payable in a lump sum.

“Bonus Severance” means the percentage, as indicated, of Executive’s Target Bonus for the performance year in which the Qualifying Termination occurs, payable in a lump sum.

“Cause” means the occurrence of one or more of the following:

(a)
Executive’s repeated failure to perform Executive’s assigned duties or responsibilities as an employee (other than a failure resulting from Executive’s death or Disability or to achieve a directive or objective set by the Board or a committee thereof following the expenditure by Executive of good faith commercially reasonable efforts) after written notice thereof from the Company describing Executive’s failure to perform such duties or responsibilities (and a 15-day cure period, if curable) and, in the case of a termination after a Change in Control, that causes material harm to the Company;
(b)
Executive’s dishonesty, misrepresentation or gross negligence related to Executive’s employment duties to the Company that causes material harm to the Company;
(c)
fraud, embezzlement or other misappropriation by Executive of funds or property of the Company;
(d)
any gross misconduct or illegal conduct by Executive that causes material harm to the Company;
(e)
Executive’s breach of any confidentiality agreement or invention assignment agreement or other material agreement between Executive and the Company (or any affiliate of the Company), which breach, if capable of cure, is not cured within thirty (30) days following notice from the Company of such breach;
(f)
any material failure by Executive to comply with the Company’s policies, rules, and standards of conduct, as they may be in effect from time to time and that were provided to Executive in writing; or
(g)
Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony; Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a misdemeanor involving moral turpitude and is work-related; or Executive’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates, if such misdemeanor or violation impairs Executive’s ability to perform services for the Company or results (or is reasonably likely to result) in reputational or financial harm to the Company or its affiliates.

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Before any determination by the Board of the existence of Cause, the Board will offer Executive a reasonable opportunity (as determined by the Board) to appear before the Board to discuss the basis (or alleged basis) for the existence of Cause.

“Change in Control” means a “Change in Control” as defined in the 2021 Plan.

“Change in Control Period” means the period beginning three (3) months prior to and ending twenty-four (24) months following a Change in Control.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended together with any analogous provisions of applicable state law.

“COBRA Benefit” means, provided Executive timely elects COBRA continuation coverage, the period of months during which the Company will pay the COBRA premiums to continue and maintain health care coverage for Executive and any eligible dependents who are covered at the time of Executive’s termination of employment under the Company’s group health plans, provided that, notwithstanding the foregoing, (a) the Company will make such payments for the number of months as indicated in Sections 8(b) or (c), as applicable, following the Qualifying Termination date; and (b) if the Company determines in its sole discretion that it is advisable for legal reasons, the Company may pay Executive a taxable cash payment equal to the amount that the Company would have otherwise paid for COBRA premiums (based on the premium for the first month of coverage), which payment will be made regardless of whether Executive or Executive’s eligible dependents elect COBRA continuation coverage and will be paid in a lump sum payment.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and formal guidance promulgated thereunder, each as may be amended or modified from time to time.

“Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

“Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:

(a)
a material reduction by the Company in Executive’s then-current annual Base Salary or Target Bonus which reduction is not applicable to a majority of the Company’s senior management, provided, however, that, a one-time reduction of annual Base Salary or Target Bonus of not more than 10% that also applies to substantially all other similarly situated executives of the Company will not constitute “Good Reason”;
(b)
a material reduction of Executive’s authority, duties or responsibilities relative to Executive’s authority, duties or responsibilities in effect immediately prior to such reduction, including, without limitation, if Executive is no longer the most senior executive in the Company’s controlled group, reporting directly to the Board;

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(c)
a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of fifty (50) miles or less from Executive’s then present location or to Executive’s home as Executive’s primary work location will not be considered a material change in geographic location; or
(d)
a breach by the Company of any material term of this Agreement or other material agreement between Executive and the Company.

In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice, such grounds must not have been cured during such time.

“Prior Year Bonus” means Executive’s annual bonus (if any) for the year prior to the year of termination to the extent earned based on actual achievement of the applicable performance goals but not paid as of the date of termination (without the exercise of discretion as to Executive’s individual performance but with the exercise of discretion as to Company and/or business unit performance if applied to substantially all other senior executives), to be paid at the same time as bonuses are paid for that period to other eligible Company executives.

“Prorated Bonus” means a prorated annual bonus for the year of termination based on the portion of the year completed prior to termination and actual Company performance for the year of termination (without the exercise of discretion as to Executive’s performance), to be paid at the same time as bonuses are paid for that period to other eligible Company executives.

“Qualifying Termination” means the termination of Executive’s employment by the Company without Cause or by Executive with Good Reason. For the avoidance of doubt, termination due to Executive’s death or Disability will not constitute a Qualifying Termination.

10.
Parachute Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or other event that constitutes a change in ownership or control within the meaning of Section 280G of the Code and the regulations thereunder (in either case, a “280G Event” and any such payment or benefit, a “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (2) payment of only a portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a

9


 

deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A of the Code that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A of the Code as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A of the Code. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision.

The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the 280G Event shall make all determinations required to be made under this section. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the 280G Event, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firm required to be made hereunder.

The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within a reasonable period after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Payment, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in this Agreement or otherwise, the Company may request Executive to consider in good faith submitting any payment or benefit provided for in this Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the Company’s stockholders prior to the closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no payments or benefits will be deemed to constitute a “parachute payment” subject to the excise taxes under Sections 280G and 4999 of the Code.

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11.
Section 409A. It is intended that this Agreement shall comply with the requirements of Section 409A of the Code, and any payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of this Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A of the Code. No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under this Agreement or otherwise will be payable until Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder. If the period during which Executive may sign the Separation Agreement begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that would constitute deferred compensation within the meaning of Section 409A of the Code will be paid or provided until the later calendar year.

The severance payments and benefits under this Agreement are intended to satisfy the exemptions from application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A of the Code, any payments payable under this Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A of the Code and that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death. Each installment payment under this Agreement is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i).

Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in kind benefit be subject to liquidation or exchange for another benefit.

12.
At Will Employment. Employment with the Company is for no specific period of time. Executive’s employment with the Company will be “at will,” meaning that either Executive or the Company may terminate Executive’s employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to Executive are superseded by this Agreement. This is the full and complete agreement between Executive and the Company on this term. Although Executive’s compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of Executive’s employment may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company (other than Executive).

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13.
Confidential Information and Other Company Policies. As a condition to employment, Executive will enter into and be bound by and comply fully with an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement provided by the Company (the “Confidentiality Agreement”), insider trading policy, code of conduct, and any other policies and programs adopted by the Company regulating the behavior of its employees, as such policies and programs may be amended from time to time to the extent the same are not inconsistent with this Agreement, unless Executive consents to the same at the time of such amendment. Executive acknowledges that if Executive’s principal state of residence (as in effect as of the date of this Agreement) changes during the term of this Agreement, Executive may be required to enter into a new Confidentiality Agreement, which may, among other things, include revised non-competition and non-solicitation covenants (excluding material increases in the duration or scope of such covenants). Executive further acknowledges that Executive has acquired and will acquire knowledge regarding confidential, proprietary and/or trade secret information while performing Executive’s responsibilities for the Company, and Executive acknowledges that such knowledge and information is the sole and exclusive property of the Company. Executive recognizes that disclosure of such knowledge and information, or use of such knowledge and information, to or by a competitor could cause serious and irreparable harm to the Company.
14.
Company Records. All records, files, documents and the like, or abstracts, summaries or copies thereof, relating to the business of the Company or the business of any subsidiary or affiliated companies, which the Company or Executive prepares or uses or comes into contact with, will remain the sole property of the Company or the affiliated or subsidiary company, as the case may be, and will be promptly returned upon termination of employment.
15.
Indemnification. Executive and the Company will enter into the form of indemnification agreement provided to other similarly situated officers and directors of the Company, as applicable. In addition, Executive will be named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time, on terms no less favorable than for any other U.S. based executive officer of the Company or U.S. based member of the Board, provided, that, for the six-year period following Executive’s date of termination, the Company agrees that it will maintain a director and officer liability insurance policy with respect to all services provided by Executive to the Company during Executive’s employment with the Company.
16.
Compensation Recoupment. All amounts payable to Executive hereunder shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy (if any) and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law during the term of Executive’s employment with the Company. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a termination without “Cause” under this Agreement, provided that such recovery is consistent with such policy and such policy is consistent with this Section 16.

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17.
Miscellaneous.
(a)
Arbitration. All disputes arising from Executive’s employment, including the termination thereof, or Executive’s compensation or benefits will be subject to arbitration as set forth in the Confidentiality Agreement.
(b)
Employment Eligibility Verification. For purposes of federal immigration law, Executive will be required to provide to the Company documentary evidence of Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of Executive’s Start Date, or Executive’s employment relationship with the Company may be terminated. Any termination of Executive’s employment due to Executive’s failure to provide such documentary evidence or due to Executive’s non-eligibility for employment in the United States will not constitute a Qualifying Termination.
(c)
Absence of Conflicts; Competition with Prior Employer. Executive represents that Executive’s performance of Executive’s duties under this Agreement will not breach any other agreement as to which Executive is a party. Executive agrees that Executive has disclosed to the Company all of Executive’s existing employment and/or business relationships, including, but not limited to, any consulting or advising relationships, outside directorships, investments in privately held companies, and any other relationships that may create a conflict of interest. Executive is not to bring with Executive to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and the Company will assist Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.
(d)
Outside Services. In conducting any outside activities as described in
Section 1 (“Outside Services”), Executive agrees not to conduct services for any other person or entity using any Company property, equipment, facilities, time, systems, or confidential, proprietary, or trade secret information. Similarly, Executive agrees that Executive will not use any other person’s or entity’s property, equipment, facilities, time, systems, or confidential, proprietary, or trade secret information to conduct work for the Company. Further, Executive agrees not to perform or engage in any activities in a manner that would give any person or entity to which Executive may provide Outside Services, or any other third party, rights to any Company inventions, developments, or other intellectual property, and Executive will comply with all obligations under the Confidentiality Agreement and applicable Company policies and agreements, including any codes of conduct.
(e)
Successors. This Agreement is binding on and may be enforced by the Company and its successors and permitted assigns and is binding on and may be enforced by Executive and Executive’s heirs and legal representatives. Any successor to the Company or substantially all of its business (whether by purchase, merger, consolidation or otherwise) will in advance assume in writing and be bound by all of the Company’s obligations under this Agreement and shall be the only permitted assignee.
(f)
Notices. Notices under this Agreement must be in writing and will be deemed to have been given when personally delivered or two (2) days after mailed by U.S. registered or

13


 

certified mail, return receipt requested and postage prepaid. Mailed notices to Executive will be addressed to Executive at the home address which Executive has most recently communicated to the Company in writing. Notices to the Company will be addressed to the Chairman of the Board at the Company’s corporate headquarters.
(g)
Waiver. No provision of this Agreement will be modified or waived except in writing signed by Executive and an officer of the Company duly authorized by its Board. No waiver by either party of any breach of this Agreement by the other party will be considered a waiver of any other breach of this Agreement.
(h)
Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
(i)
Tax Matters; Withholding. All sums payable to Executive hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. Executive is encouraged to obtain Executive’s own tax advice regarding Executive’s compensation from the Company. Executive agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive will not make any claim against the Company or its Board related to tax liabilities arising from Executive’s compensation.
(j)
Entire Agreement. This Agreement represents the entire agreement between the parties concerning the subject matter herein. It may be amended, or any of its provisions waived, only by a written document executed by both parties in the case of an amendment, or by the party against whom the waiver is asserted.
(k)
Governing Law. This Agreement will be governed by the laws of the State of California without reference to conflict of laws provisions, and the parties hereto submit to the exclusive jurisdiction of the state and federal courts of the State of California.
(l)
Survival. The provisions of this Agreement shall survive the termination of Executive’s employment for any reason to the extent necessary to enable the parties to enforce their respective rights under this Agreement.
(m)
Employer of Record. The parties acknowledge and agree that SmartRent, Inc. is the corporate parent of certain subsidiary companies, including, without limitation SmartRent Technologies, Inc. (“STI”), and that, notwithstanding anything to the contrary in this Agreement, as of the Start Date, Executive’s employer of record with respect to Executive’s services to SmartRent, Inc. and its subsidiaries shall be STI. Executive acknowledges that in Executive’s capacity as CEO of SmartRent, Inc., Executive shall also serve as the Chief Executive Officer of STI and/or certain other subsidiaries of SmartRent, Inc. as may be provided in applicable governing documents, and shall perform services related to the business of STI and other subsidiaries of SmartRent, Inc., commensurate with Executive’s role as CEO of SmartRent, Inc. as the parent company of such subsidiaries. References in the Agreement to the “Company” are intended to encompass, as applicable, SmartRent, Inc. and each of its subsidiaries to which Executive provides services in Executive’s role as CEO of SmartRent, Inc. Notwithstanding the foregoing, (i) references in the

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Agreement to the Company in relation to stock of, equity awards of, or equity interests in, the Company are intended to refer only to SmartRent, Inc. or any successor entity as provided in the applicable equity incentive plan, (ii) references in the Agreement to payments to Executive by the Company shall mean that SmartRent, Inc. shall directly make such payments or shall cause such payments to be made by a subsidiary; and (iii) references in the Agreement to notices to be given by Executive to the Company shall mean that such notice shall be delivered to SmartRent, Inc.

 

[Signature Page to Agreement Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.

 

Executive

SmartRent, Inc.

/s/ Frank Martell
Frank Martell

/s/ John Dorman
John Dorman
Interim Chief Executive Officer

June 15, 2025
Date

June 15, 2025
Date

[Signature Page to Agreement]

 

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Form of Separation Agreement and Release

(attached)

 

 

17


 

SEPARATION AGREEMENT AND RELEASE2

This Separation Agreement and Release (“Agreement”) is made by and between Frank Martell (“Employee”) and SmartRent, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

WHEREAS, Employee was employed at-will by the Company or another entity within the Company Group (as defined below) pursuant to that certain letter employment agreement between the Parties dated [ ] (the “Employment Agreement”);

WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company Group on [ ] (the “Confidentiality Agreement”);

WHEREAS, Employee separated from employment with the Company Group effective [ ] (the “Separation Date”); and

 

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees (as defined below), including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

COVENANTS

 

1.
Consideration. Employee is signing this Agreement in exchange for the severance payments and severance benefits to which Employee may be entitled under the Employment Agreement. Employee acknowledges that this Agreement is the “Separation Agreement” referenced in the Employment Agreement, and that without this Agreement Employee is not entitled to the severance payments and severance benefits under the Employment Agreement. Employee is not and will not be entitled to any other severance payments or severance benefits from the Company or any of its subsidiaries, parents, or affiliated entities.
2.
[Resignation from the Board and all Company Positions. Employee acknowledges and agrees that, as of the Separation Date, Employee no longer is, and no longer has any rights to serve as, a member of the Company’s Board of Directors or the board of directors (or such similar governing body) of any of the Company’s subsidiaries, parents, or affiliated entities (together with the Company and with each subsidiary, parent and affiliated entity individually and collectively referred to herein as the “Company Group”) and any committees thereof. Executive similarly acknowledges and agrees that, as of the Separation Date, Employee no longer serves in any other positions or capacity with the Company Group. As required by the Employment Agreement, Employee will cooperate with the Company to complete any steps that the Company Group determines to be necessary or appropriate to confirm Employee’s cessation of service as described in this paragraph.]3
3.
Stock. The Parties agree that, subject to any acceleration provided in the Employment Agreement, Employee’s equity awards and cash awards, if any, from the Company (or its relevant parents or

2 Note to Form: Subject to good faith modification by the Company to comply with and be fully enforceable under applicable law, or to reflect applicable legal changes, Executive’s relocation to another jurisdiction, Executive’s separation in connection with a group termination event, Executive’s agreements and compensatory arrangements then in existence, or other circumstances as may reasonably be considered by the Company.

3 Note to Form: To be included if the Board requests that Employee resign from the Board in connection with his termination of employment as CEO.

 

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subsidiaries) will be considered to have vested only up to the Separation Date as set forth in Schedule I attached hereto. Any such awards (or portions thereof) that were not vested through the Separation Date or in accordance with any acceleration under the Employment Agreement (if applicable) were forfeited as of the Separation Date and Employee no longer has any further rights with respect to such awards (or applicable portions thereof) or any shares subject thereto. Except as explicitly provided in the Employment Agreement, such awards shall continue to be governed by the terms and conditions of the applicable award agreements and applicable plans, including without limitation the exercisability of any vested options.
4.
Benefits. Employee’s Company-sponsored health insurance benefits shall cease no later than the last day of the month in which the Separation Date occurs (or such earlier date as may be required by applicable plan terms and conditions), subject to Employee’s right to continue Employee’s health insurance under COBRA, including pursuant to the terms of the Employment Agreement. Employee’s participation in all benefits and incidents of employment, including, but not limited to, and the accrual of bonuses, vacation, and paid time off, ceased as of the Separation Date.
5.
Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company and its agents have paid or provided (to the extent applicable) all salary, wages, bonuses, accrued vacation/paid time off, notice periods, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, equity awards, cash awards, vesting, and any and all other benefits and compensation due to Employee.
6.
Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, its parents, subsidiaries, and affiliates, and each of their respective current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, benefit plans, plan administrators, insurers, trustees, divisions, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Employee, on Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:

a. any and all claims relating to or arising from Employee’s employment relationship with the [Company and its subsidiaries, parents, or affiliated entities (together with the Company and with each subsidiary, parent and affiliated entity individually and collectively referred to herein as the “Company Group”)]4 // [Company Group] and the termination of that relationship;

b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional


4 Note to Form: To be included if Employee will remain on the Board following the termination of his employment as CEO.

 

19


 

interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Uniformed Services Employment and Reemployment Rights Act; the Immigration Reform and Control Act; the California Labor Code; the California Workers’ Compensation Act; the California Fair Employment and Housing Act; the Arizona Employment Protection Act; the Arizona Equal Pay Act; the Arizona Right to Work Act; the Arizona Workplace Harassment Law; the Arizona Occupational Health and Safety Act; the Arizonians with Disabilities Act; and the Arizona Civil Rights Act;

e. any and all claims for violation of the federal or any state constitution;

f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee from the Company Group; and

h. any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or claims to enforce the terms of this Agreement. This release does not release claims that cannot be released as a matter of law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with the “Arbitration” section below, except as required by applicable law. This release does not extend to any right Employee may have under the Arizona Fair Wages and Healthy Families Act, any right Employee may have to unemployment compensation benefits or workers’ compensation benefits, and any right Employee may have to receive the name and address of any consumer reporting agency that has furnished a consumer report to the Company. In addition, this release does not extend to any rights of indemnification Employee may have pursuant to the Employment Agreement and any indemnification agreement between the Company Group and Employee, pursuant to the Company’s certificate of incorporation and bylaws, or under any applicable D&O insurance policy with the Company, subject to the respective terms, conditions, and limitations of such indemnification agreement, certificate of incorporation and bylaws, or D&O insurance policy, in each case, as may be applicable.

 

7.
Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Employee signs this Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following Employee’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the day after the revocation period has expired; and (e)

 

20


 

nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has knowingly and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.
8.
California Civil Code Section 1542. Employee acknowledges that Employee has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

 

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.

9.
No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee’s name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that Employee does not intend to bring any claims on Employee’s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.
10.
Application for Employment. Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company Group, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company Group.
11.
Trade Secrets and Confidential Information/Company Property. Employee acknowledges that, separate from this Agreement, Employee remains under continuing obligations to the Company under the Confidentiality Agreement, including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information. Employee’s signature below constitutes Employee’s certification under penalty of perjury that Employee has returned all documents and other items provided to Employee by the Company Group, developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company Group, including, but not limited to, all passwords to any software or other programs or data that Employee used in performing services for the Company Group.
12.
No Cooperation. Subject to the “Protected Activity Not Prohibited” section below, Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or upon written request from an administrative agency or the legislature or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order or written request from an administrative agency or the legislature, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order or written request from an

 

21


 

administrative agency or the legislature. Subject to the “Protected Activity Not Prohibited” section below, if approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state nothing more than that Employee cannot provide counsel or assistance.
13.
Nondisparagement. Subject to the “Protected Activity Not Prohibited” section below, Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. The Company agrees to instruct its officers and directors to (i) refrain from any defamation, libel, or slander of Employee and (ii) refrain from any tortious interference with the contracts and relationships of Employee.
14.
Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any “Protected Activity,” which means filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Further, nothing in this Agreement shall in any way limit or prohibit Employee from (a) disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful or (b) doing any of the following in relation to a violation or an alleged violation of Arizona Revised Statutes Title 13, Chapter 14 or 35: (i) responding to a peace officer’s or a prosecutor’s inquiry, or (ii) making a statement not initiated by me in a criminal proceeding (any of the foregoing in clause (a) or (b) above, “Protected Information”). Additionally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Sarbanes-Oxley Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i) forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or the Company Group’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA. When engaging in any of the protected conduct described in this section, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company Group confidential information; provided, however, that such disclosures may be made to Government Agencies in connection with Protected Activity. For the sake of clarity, Company Group confidential information does not include Protected Information or information regarding working conditions, wages, benefits, or other terms and conditions of employment. Additionally, Employee understands that the protected conduct described herein does not include the disclosure of any Company Group attorney-client privileged communications or privileged attorney work product. Employee understands that nothing in the Confidentiality Agreement shall limit or prohibit Employee from engaging in any protected conduct set forth in this section. Finally, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
15.
Cooperation with the Company Group. Employee agrees that Employee shall provide reasonable cooperation and assistance to the Company Group in the transition of Employee’s role and in the resolution of any matters in which Employee was involved during the course of Employee’s relationship with

 

22


 

the Company Group, or about which Employee has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company Group, including any investigations, audits, claims or actions involving or against its officers, directors and employees. Employee’s cooperation with such matters shall include, without limitation, being available to consult with the Company Group regarding matters in which Employee has been involved or has knowledge; to reasonably assist the Company Group in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company Group. Employee agrees to keep the Company’s Human Resources department apprised of Employee’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company Group in connection with this section. Employee understands and agrees that this provision requires Employee’s cooperation with the Company Group, but is not intended to have any influence whatsoever on any specific outcome in any matter and Employee is expected at all times to provide truthful testimony and responses in connection with any matter. For any cooperation described in this paragraph that exceeds de minimis assistance, the Company and Employee will mutually agree on a reasonable rate of compensation for such assistance not to exceed an hourly rate equal to the quotient of Employee’s annualized base salary as of the Separation Date divided by 2,080. To be compensable, any such compensable time must be approved by the Company in writing prior to being incurred. The Company shall reimburse Employee for reasonable travel and incidental expenses incurred by Employee in connection with the cooperation described in this paragraph (which, for the avoidance of doubt, shall not include attorneys’ fees or other legal fees), in accordance with the Company’s reimbursement policies then in effect, provided that such expenses are approved by the Company in writing prior to being incurred.
16.
Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement (unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA) or of any provision of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, provided, however, that the Company shall not recover One Hundred Dollars ($100.00) of the consideration already paid by virtue of Employee’s executive and non-execution of this Agreement, and such amount shall serve as full and complete consideration for the promises and obligations assumed by Employee under this Agreement.
17.
No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company Group hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company Group of any fault or liability whatsoever to Employee or to any third party.
18.
Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.
19.
ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, EMPLOYEE’S EMPLOYMENT WITH THE COMPANY GROUP OR THE TERMS THEREOF, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE “FAA”). THE FAA’S SUBSTANTIVE AND PROCEDURAL RULES SHALL GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT, AND ANY STATE COURT OF COMPETENT JURISDICTION MAY STAY

 

23


 

PROCEEDINGS PENDING ARBITRATION OR COMPEL ARBITRATION IN THE SAME MANNER AS A FEDERAL COURT UNDER THE FAA. EMPLOYEE AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYEE MAY BRING ANY SUCH ARBITRATION PROCEEDING ONLY IN EMPLOYEE’S INDIVIDUAL CAPACITY. ANY ARBITRATION WILL OCCUR IN MARICOPA COUNTY, ARIZONA, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”), EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION. THE PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE FEDERAL RULES OF CIVIL PROCEDURE. THE PARTIES AGREE that the arbitrator shall issue a written decision on the merits. THE PARTIES ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.
20.
Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the consideration provided by the Company Group and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company Group for any amounts claimed due on account of (a) Employee’s failure to pay or delayed payment of, federal or state taxes, or (b) damages sustained by the Company Group by reason of any such claims, including attorneys’ fees and costs.
21.
Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
22.
No Representations. Employee represents that Employee has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this

 

24


 

Agreement. Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
23.
Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
24.
Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
25.
Entire Agreement. This Agreement represents the entire agreement and understanding between the Company Group and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company Group and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company Group, with the exception of the Confidentiality Agreement and those provisions of the Employment Agreement that survive termination of employment.
26.
No Oral Modification. This Agreement may only be amended in a writing signed by Employee and a duly authorized representative of the Company’s Board of Directors.
27.
Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions, except that any dispute regarding the enforceability of the “Arbitration” section of this Agreement shall be governed by the FAA.
28.
Effective Date. Employee understands that this Agreement shall be null and void if not executed by Employee within twenty-one (21) days. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).
29.
Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The counterparts of this Agreement may be executed and delivered by facsimile, photo, email PDF, Docusign/Echosign or a similarly accredited secure signature service or other electronic transmission or signature.

[The remainder of this page is intentionally left blank; signature page follows]

 

25


 

30.
Voluntary Execution of Agreement. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Employee’s claims against the Company and any of the other Releasees. Employee acknowledges that:
(a)
Employee has read this Agreement;
(b)
Employee has been represented in the preparation, negotiation, and execution of this Agreement by an attorney of Employee’s own choice or has elected not to retain an attorney;
(c)
Employee understands the terms and consequences of this Agreement and of the releases it contains;
(d)
Employee is fully aware of the legal and binding effect of this Agreement; and
(e)
Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

Frank Martell, an individual

Dated: ________________

Frank Martell

SmartRent, Inc.

Dated: _______________ By:

[ ]

[ ]

 

 

1


 

SCHEDULE I

[List of outstanding equity awards, including vested number of shares]

 

 

2


EXHIBIT 10.4

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August 4, 2025

 

Via Electronic Mail

 

CONFIDENTIAL

 

Kristen Lee

[Address Redacted]

 

Dear Kristen:

 

This Confidential Transition Agreement and General Release (the “Agreement”) will confirm the arrangements we have discussed concerning the termination of your employment with SmartRent Technologies, Inc. (formerly SmartRent.com, Inc.) (the “Company”). The Agreement constitutes our entire understanding regarding the terms of your separation and supersedes any other agreement between you and the Company, except as otherwise provided below. Your last day of work with the Company and your employment termination date is expected to be August 15, 2025 (your actual employment termination date, the “Separation Date”).

1.
Accrued Benefits. Within six (6) calendar days following the Separation Date or at the end of the next pay period following the Separation Date, whichever is sooner, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You will be reimbursed for all reasonable business expenses you incurred through the Separation Date in accordance with the Company’s expense reimbursement policies. You must submit, on or before the Separation Date, your request for reimbursement for any such expenses, accompanied by proper documentation, to Heather Auer, Chief Human Resources Officer, of the Company. No expenses submitted for reimbursement after the Separation Date will be paid by the Company. The payments discussed in this Section shall hereinafter be considered “Accrued Benefits” and will be paid to you regardless of whether or not you execute this Agreement.
2.
Health Coverage. If you are currently participating in the Company’s group health insurance plans, your participation as an employee will end on the last day of the month in which the Separation Date occurs. Thereafter, to the extent provided by the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. You will receive a separate notice explaining your right to continuation and conversion of your health benefits under COBRA and/or any applicable state law.
3.
Other Company Benefits / Equity Awards. Except for the COBRA benefits described in Section 2 above, as of the Separation Date, any benefits you had as of the Separation

 


EXHIBIT 10.4

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Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law or any applicable plan documents. You previously were granted certain equity awards covering shares of the Company’s Class A common stock under the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) and applicable award agreements thereunder (the “Equity Awards” and such 2021 Plan and agreements, the “Award Documents”). You and the Company agree that your Equity Awards will cease vesting as of the Separation Date. Further, and except as provided in the applicable Award Documents, any Equity Awards or portions thereof that have not vested through the Separation Date will be forfeited permanently and you will have no further rights with respect to such Equity Awards (or portions thereof).
4.
Return of Company Property. You agree that you have returned, or will return not later than three (3) days after the Separation Date, to the Company (i) any and all Company property that you have in your possession or control (including but not limited to Company computers, keys, software, credit cards, network access devices, cell phones, electronic storage devices, tools, equipment) and (ii) any and all originals or copies of any Company documents (and all copies thereof) that you have in your possession or control, including but not limited to any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property and information within the required timeframe. In addition, if you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, then within five (5) business days after the Separation Date, you must provide the Company with a computer-useable copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. You agree that, after the applicable timeframes noted above, you will neither use nor possess Company property.
5.
Post-Employment Obligations. As you know, pursuant to that certain Employee Confidentiality and Proprietary Rights Agreement dated January 22, 2025 by and between you and the Company (the “Confidentiality Agreement”), among other things, you: (a) assigned all of your right, title, and interest in and to all Company-related intellectual property to the Company, (b) retained no right to use such intellectual property, and (c) may not use or disclose any confidential or proprietary information relating to the Company. You are also reminded of the restrictive covenants in Section 10 of the Employment Agreement (the “Restrictive Covenants”), to which you remain bound. You are hereby reminded that the Company expects your strict adherence with all obligations and restrictions set forth in the Confidentiality Agreement and the Restrictive Covenants. By signing below, you acknowledge and agree that the Confidentiality Agreement and Restrictive Covenants remain in effect following the Separation Date, and agree to comply with the obligations and restrictions set forth therein.

 


EXHIBIT 10.4

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6.
Severance Payment. In consideration for your execution, non-revocation and compliance with this Agreement in accordance with its terms, and subject to the provisions of Section 16 of this Agreement, the Company agrees to provide you with a one-time severance payment in the amount of $100,000.00, less all appropriate federal and state income and employment taxes, to be paid in a lump sum on the first regular payday occurring after the effective date of the Agreement (the “Severance Payment”). You acknowledge that without this Agreement, you are not otherwise entitled to the Severance Payment.
7.
No Further Payments or Benefits. You acknowledge that, except as expressly set forth above, you have not earned and will not receive any compensation, including without limitation, salary, bonus, commissions, severance or any benefits before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account). You further acknowledge that the Severance Payment represents full and complete satisfaction of any severance obligations the Company has to you under the Amended and Restated Employment Agreement between you and the Company dated January 22, 2025 (the “Employment Agreement).
8.
Company Affiliation. Subject to the “Protected Activity Not Prohibited” section below, as of the Separation Date, you are not to hold yourself out as an employee or representative of the Company, or to contact any of the Company’s customers, potential customers or business partners regarding the Company or its business. Without limiting the foregoing, you specifically agree that, within three (3) days of the Separation Date, you will update any and all social media accounts you access, use or maintain to reflect the fact that you are no longer employed by the Company. For purposes of this Section, social media accounts include but are not limited to Facebook, LinkedIn, Instagram, Twitter and Four Square.
9.
General Release of All Claims.
a.
General Release. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, including but not limited to the Severance Payment described in Section 6 above, and except as otherwise set forth in this Agreement, you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, and other persons or entities acting or purporting to act on your behalf, hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their current and former directors, officers, employees, agents, attorneys, benefit plans, insurers, shareholders, agents, successors, affiliates, and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the Separation Date (collectively, the “Released Claims”). THIS IS A GENERAL RELEASE OF ALL CLAIMS. For the purpose of implementing a full and complete release, you expressly acknowledge that the releases given in this Agreement are intended to include, without limitation, claims that you did not know or suspect to exist in your favor at the time of the date of your execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon with they might be based, would have

 


EXHIBIT 10.4

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materially affected the settlement of this matter; and that the Severance Payment provided under this Agreement was also for the release of those claims and contemplates the extinguishment of any such unknown claims.
b.
Scope of Release. Without limiting the generality of the foregoing, the Released Claims include but are not limited to: (i) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company, including salary, incentive compensation, expense reimbursements, severance, fringe benefits, stock, stock options, or any other ownership interests; (iii) all contract claims; (iv) all tort claims, including claims for defamation, fraud, emotional distress, and negligence; and (v) all claims for discrimination, harassment, retaliation, other claims arising under any local, state or federal law, constitution, ordinance, or regulation, including but not limited to, the Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Family and Medical Leave Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; Section 1981 of U.S.C. Title 42; the Worker Adjustment and Retraining Notification (WARN) Act; the National Labor Relations Act (the “NLRA”); the Uniformed Services Employment and Reemployment Rights Act; the Arizona Employment Protection Act; the Arizona Equal Pay Act; the Arizona Right to Work Act; the Arizona Workplace Harassment Law; the Arizona Occupational Health and Safety Act; the Arizonians with Disabilities Act; the Arizona Civil Rights Act; and any and all state minimum wage laws, equal pay laws, civil rights laws, occupational health and safety laws, drug testing laws, and any other laws against discrimination or applicable to employment that may be the subject of a release under applicable law. Notwithstanding the foregoing, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner.
c.
Excluded Claims. Notwithstanding the broad scope of the general release, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation benefits or unemployment insurance benefits; however, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on any Excluded Claims in which any of the Released Parties is a party; (iii) any claims for breach of this Agreement; and (iv) any right you may have to receive the name and address of any consumer reporting agency that has furnished a consumer report to the Company.
10.
Acknowledgement. By your signature below, you represent that: (a) the consideration given to you in exchange for the waiver and release in this Agreement is in addition to anything of value to which you were already entitled; (b) you are not aware of any unpaid wages, severance, vacation, benefits, commissions, bonuses, expense reimbursements, or other amounts

 


EXHIBIT 10.4

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owed to you by the Company, other than the Accrued Benefits and the Severance Payment specifically promised in Section 6 of this Agreement; (c) you have not been denied any request for leave to which you believe you were legally entitled; (d) you are knowingly and voluntarily executing this Agreement waiving and releasing any claims you may have as of the date you execute it; and (e) you have not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the Released Claims. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Released Claim against any of the Released Parties. You further affirm that you have no known workplace injuries or occupational diseases for which you have not already filed a claim.
11.
Protected Activity Not Prohibited. Nothing in this Agreement or the Confidentiality Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Securities and Exchange Commission, Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Arizona Civil Rights Division, or any other similar state or local agency, or from exercising any rights pursuant to Section 7 of the NLRA, or from taking any action protected under the whistleblower provisions of any federal securities law, none of which activities shall constitute a breach of the release, cooperation, non-disparagement or confidentiality clauses of this Agreement. You acknowledge and agree, however, that you are waiving, to the fullest extent permitted by law, your right to any monetary recovery should any governmental agency or entity pursue any claims on your behalf; provided that nothing in this Agreement limits any right you may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. You acknowledge that your release hereunder is not barred or void under Arizona or other applicable state law. Further, nothing in this Agreement or the Confidentiality Agreement shall in any way limit or prohibit you from doing any of the following in relation to a violation or an alleged violation of Arizona Revised Statutes Title 13, Chapter 14 or 35: (1) responding to a peace officer’s or a prosecutor’s inquiry, or (2) making a statement not initiated by you in a criminal proceeding.
12.
Non-Disparagement. You understand and agree that your entitlement to the Severance Payment described in Section 6 of this Agreement is conditioned upon your continued cooperation with the Company. Subject to the “Protected Activity Not Prohibited” section above, you agree to refrain from taking any action, and/or making any statement (oral or written) that disparages or criticizes any of the Released Parties, in any manner likely to be harmful to them or their respective businesses or reputations. This provision applies to all of your interactions with third parties, including without limitation any conversations or correspondence that you might have with organizations, governmental entities, and/or persons with whom the Company engages in business, as well as with employees of the Company. You understand that this provision does not apply on occasions when you are subpoenaed, compelled or ordered by a court or other governmental authority to testify or give evidence and must, of course, respond truthfully.
13.
Confidentiality of Agreement. Subject to the “Protected Activity Not Prohibited” section above, this Agreement, its contents and all information pertaining to its negotiations shall remain confidential, and you agree that you will not disclose this Agreement or its contents to any person, other than your spouse or significant other, and your legal or tax advisor, as may otherwise

 


EXHIBIT 10.4

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be required by law, or as may be necessary to challenge an alleged breach of this Agreement in a court of competent jurisdiction.
14.
Cooperation. The parties agree that certain matters in which you have been involved during your employment may necessitate your cooperation with the Company in the future. Accordingly, during the twelve (12) month period immediately following the Separation Date, to the extent reasonably requested by the Company, you agree to cooperate in connection with matters arising out of your service to the Company; provided that, the Company will make reasonable efforts to minimize disruption of your other activities. The Company shall reimburse you for reasonable out-of-pocket expenses (not including attorneys’ fees) incurred in connection with such cooperation and authorized in writing by the Company in advance of being incurred.
15.
No Admission. This Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.
16.
Section 409A. The Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short-term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A of the Internal Revenue Code, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and incorporates by reference all required definitions and payment terms. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under Section 6 of this Agreement shall not commence unless and until you have also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)). Any payments made in reliance on Treasury Regulation Section 1.409A-1(b)(4) will be made not later than March 15 of the year following the year in which your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) occurred. For purposes of Section 409A, your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding the foregoing, if and to the extent necessary to avoid subjecting you to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation (within the meaning of Section 409A), whether under this Agreement or any other arrangement, payable to you will be delayed until the date that is six (6) months and one (1) day following your separation from service (within the meaning of Section 409A), except that in the event of your death, any such delayed payments will be paid as soon as practicable after the date of your death, and in each case all subsequent payments and benefits will be payable in accordance with the payment schedule applicable to such payment or benefit. Further, and notwithstanding Section 6 of this Agreement, in the event the Severance Payment described in Section 6 is subject to the requirements of Section 409A, and the period during which you may review and sign this Agreement begins in one calendar year and

 


EXHIBIT 10.4

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ends in a subsequent calendar year, the Severance Payment will not be paid until the subsequent calendar year. In no event will the Released Parties have any liability or obligation to reimburse, indemnify or hold you harmless for any taxes or costs that may be imposed on or incurred by you as a result of Section 409A. In no event will you have discretion to determine the taxable year of payment of any separation-related payments.
17.
Contingent Separation Benefits. THE COMPANY’S CONTINUING OBLIGATIONS UNDER THIS AGREEMENT ARE CONTINGENT UPON YOUR COMPLIANCE WITH ALL TERMS AND CONDITIONS PROVIDED FOR HEREIN. IN THE EVENT THAT YOU BREACH ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, YOU AGREE THAT THE COMPANY MAY CEASE MAKING ANY PAYMENTS DUE UNDER THIS AGREEMENT, AND RECOVER ALL PAYMENTS ALREADY MADE UNDER THIS AGREEMENT, IN ADDITION TO ALL OTHER AVAILABLE LEGAL REMEDIES.
18.
Specific Performance; Further Actions. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Your obligations under this Agreement are of a unique character that gives them particular value; your breach of any of such obligations will result in irreparable and continuing damage to the Company. The Company will be entitled to injunctive relief and/or a decree for specific performance, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorney’s fees, incurred by the Company in enforcing the terms of this Agreement.
19.
Miscellaneous. You acknowledge that this Agreement is a full and accurate embodiment of the understanding between you and the Company, and that it supersedes any prior agreements or understandings made by the parties, including, but not limited to, the Employment Agreement, except any confidentiality, non-disclosure, non-competition, non-solicitation, trade secret, and/or assignment of inventions and other intellectual property provisions to which your employment was subject, including any other agreement specifically referenced herein, including the Confidentiality Agreement and the Restrictive Covenants set forth in Section 10 of the Employment Agreement, which will remain in effect subsequent to the execution of this Agreement. The terms of this Agreement may not be modified, except by mutual consent of the parties or by a court of competent jurisdiction. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, and your and its heirs, successors and assigns. Executed originals transmitted electronically as PDF files (or their equivalent) shall have the same force and effect as a signed original.

 


EXHIBIT 10.4

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20.
Governing Law; Venue. This Agreement shall be deemed to be made under, and shall be construed solely in accordance with the laws of the State of Arizona, without giving effect to any state or federal principles of conflicts of law. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business in Arizona. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.
21.
Acknowledgment of Full Understanding. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY READ, UNDERSTAND AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT YOUR SIGNATURE BELOW IS AN AGREEMENT TO RELEASE THE COMPANY FROM ANY AND ALL CLAIMS.

 

If this Agreement is acceptable to you, please sign below and return it to me within twenty-one (21) days of the date you receive it. In the event you sign and return it before the 21-day deadline, by signing below you acknowledge that you have knowingly and voluntarily chosen to waive the time period allotted for considering the Agreement. Once the agreement is signed, you have a 7-day revocation period to revoke your signature in writing to Heather Auer, Chief Human Resources Officer. The Company’s offer with respect to the Severance Payment contained herein will automatically expire if you do not sign and return the fully signed Agreement within this timeframe, and you will not be eligible for the Severance Payment as set forth above. This Agreement will become effective on the eighth (8th) day after you sign it, so long as you have not revoked it before such time.

In the event this proposal is not acceptable to you, your employment with the Company will nevertheless terminate as of the Separation Date. In that event, you will not be entitled to the benefits or compensation stated above, other than the Accrued Benefits that the Company is required by law to provide.

 

 

 

We wish you the best of success and personal and professional fulfillment in the future.

 

Sincerely,

 

 


EXHIBIT 10.4

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SmartRent Technologies, Inc.

 

 

By: /s/ Heather Auer

Heather Auer

Chief Human Resources Officer

 

 

 

I HAVE READ THE FOREGOING AGREEMENT, AND I FULLY UNDERSTAND ITS TERMS. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM WAIVING AND RELEASING ANY RIGHTS I MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (“ADEA”). NOTHING HEREIN PREVENTS OR PRECLUDES ME FROM CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF THE VALIDITY OF THE WAIVER UNDER THE ADEA, NOR DOES IT IMPOSE ANY CONDITION PRECEDENT, PENALTIES, OR COSTS FOR DOING SO, UNLESS SPECIFICALLY AUTHORIZED BY FEDERAL LAW. I AM SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, HAVING BEEN GIVEN A FULL AND FAIR OPPORTUNITY TO CONSIDER IT AND AFTER HAVING BEEN ADVISED TO CONSULT WITH LEGAL ADVISORS OF MY CHOICE.

 

AGREED AND ACCEPTED:

 

 

/s/ Kristen Lee 8/4/2025

Kristen Lee Date

 


Exhibit 10.5

 

Execution Version

 

WAIVER AND first amendment TO CREDIT AGREEMENT

 

This Waiver and First Amendment to Credit Agreement (this “Amendment”) is made effective as of August 5, 2025 (the “First Amendment Effective Date”), by and among SMARTRENT, INC., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the financial institutions or entities from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (“SVB”), as issuing lender (in such capacity, the “Issuing Lender”) and as swingline lender (in such capacity, the “Swingline Lender”), and SVB, as administrative agent (in such capacity, the “Administrative Agent”).

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

In consideration of the mutual covenants herein contained and benefits to be derived herefrom:

WITNESSETH:

WHEREAS, reference is made to that certain Credit Agreement dated as of December 9, 2021 by and among the Borrower, the Lenders party thereto and the Administrative Agent (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to (a) waive the Specified Events of Default (as defined below), and (b) modify and amend certain terms and conditions of the Credit Agreement, and the Administrative Agent and the Lenders have agreed to do so, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree and intend to be legally bound as follows:

1.
Amendments to Credit Agreement.
(a)
Section 6.2(b) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following text:

“(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable period of the Borrower and including a schedule showing each Group Member’s deposit and securities accounts and the balance of each such account as of the last day of the period covered by such financial statements, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property issued to, applied for or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date), and (iii) in the case of

 

 


 

financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6;”

(b)
Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following text:

“6.10 Operating Accounts. Except as otherwise agreed to by the Administrative Agent, each Group Member shall maintain (i) its domestic primary operating, and collection accounts with SVB or with SVB’s Affiliates, and (ii) all other operating and collection accounts with a Lender or a Lender’s Affiliates; provided that the Group Members shall be permitted to maintain an additional account or accounts at financial institutions other than the Lenders (the “Other Accounts”), so long as (x) the aggregate principal balance in such Other Accounts does not exceed 15% of all cash balances of the Group Members at all financial institutions at any time; and (y) if any Other Accounts are owned by a Loan Party, such Other Accounts (other than Excluded Accounts) are subject to a Control Agreement or Control Agreements in favor of the Administrative Agent. The Borrower shall ensure that the amount of cash held by the Group Members that are not Loan Parties shall not exceed $7,000,000 in the aggregate at any time.”

(c)
Exhibit B to the Credit Agreement (Form of Compliance Certificate) is hereby amended and restated in its entirety and replaced with the Form of Compliance Certificate attached as Annex A hereto.
2.
Waiver. The Loan Parties failed to comply with the requirements of Section 6.10 (Operating Accounts) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) and Section 5.6 of the Guarantee and Collateral Agreement (such Events of Default, collectively, the “Specified Events of Default”). Subject to the terms and conditions hereof, the Administrative Agent and the Lenders hereby waive the Specified Events of Default. The Administrative Agent’s and the Lenders’ waiver of the Specified Events of Default shall apply solely to the Specified Events of Default.
3.
Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent:
(a)
Loan Documents. The Administrative Agent shall have received this Amendment, duly executed and delivered by each of the parties hereto.
(b)
Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
(c)
Representation and Warranties. After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct, (i) to the extent qualified by materiality, in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date in which case such representations and warranties are true and correct in all material respects (or all respects, as applicable) as of such earlier date).
(d)
Approvals. All necessary consents and approvals to authorize this Amendment shall have been obtained by the applicable Loan Parties.
(e)
Fees and Expenses. The Loan Parties shall have paid all fees and expenses required to be paid in connection with this Amendment in accordance with Section 8 hereof to the extent invoiced on or prior to the date hereof.

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4.
Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:
(a)
It has the power and authority, and the legal right, to enter into this Amendment and to carry out the transactions contemplated hereby.
(b)
The execution, delivery, and performance of this Amendment (i) have been duly authorized by all necessary action, and (ii) do not and will not (A) violate any Requirement of Law binding on it or its Subsidiaries, (B) violate any material Contractual Obligation of it or its Subsidiaries, except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or (C) result in or require the creation or imposition of any Lien upon any properties or assets of any Group Member pursuant to any Requirement of Law or any such Contractual Obligation, other than Liens created by the Security Documents.
(c)
No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the due execution, delivery and performance by it of this Amendment, other than authorizations or approvals that have been obtained or made and that are still in force and effect.
(d)
This Amendment has been duly executed and delivered by it and is a legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e)
After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Amendment.
(f)
After giving effect to this Amendment, the representations and warranties set forth in this Amendment, the Credit Agreement (as amended by this Amendment) and in the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties (x) relate solely to an earlier date in which case such representations and warranties are true and correct in all material respects (or all respects, as applicable) as of such earlier date, or (y) are qualified by materiality in the text thereof, in which case they should be true and correct in all respects).
5.
Choice of Law. This Amendment and the rights of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the internal laws (and not the conflict of law rules) of the State of New York.
6.
Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature” and words of like import in any this Amendment or any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

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7.
Effect on Loan Documents.
(a)
The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. The modifications, waivers and other agreements herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any non-compliance with the Loan Documents, nor operate as a consent or waiver to any matter under the Loan Documents. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control.
(b)
To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement, as modified or amended hereby.
(c)
This Amendment is a Loan Document.
8.
Payment of Costs and Fees. Borrower shall pay to the Administrative Agent all costs and reasonable and documented out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of one outside counsel retained by Administrative Agent), in each case, as set and to the extent forth in Section 10.5 of the Credit Agreement.
9.
Release by Group Members.
(a)
Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment or in the Loan Documents; provided, however, that, for avoidance of doubt, each Loan Party does not release the Releasees from their obligations required to be performed after the date hereof and expressly set forth in the Credit Agreement and the other Loan Documents, which such Loan Party agree and acknowledge have not breached by the Releasees as of the date of this Amendment. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. In connection with the releases set forth above, each Loan

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Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

(b)
Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 9(a) above. If any Loan Party violates the foregoing covenant, the Loan Parties, for themselves and their successors and assigns, and their present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.
10.
Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.
11.
Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan Document to which it is a party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Guarantee and Collateral Agreement or any other Loan Document to the Administrative Agent on behalf and for the benefit of Secured Parties, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof. This Amendment does not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment shall be construed as a release or other discharge of the Borrower or any Guarantor from any of its obligations or liabilities under the Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Loan Party hereby (a) confirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the First Amendment Effective Date, all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment; and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to any Secured Party a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of the Borrower or any other Loan Party, as the case may be, from time to time existing in respect of the Credit Agreement or

5

 

 


 

the Loan Document, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.
12.
Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13.
Post-Closing. On or prior to the date that is 30 days after the First Amendment Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion), the Borrower shall deliver to the Administrative Agent duly executed Control Agreements, in form and substance reasonably satisfactory to the Administrative Agent, for the Loan Parties’ accounts that are not Excluded Accounts.

 

[Signature pages follow.]

 

6

 

 


 

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to Credit Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

 

SMARTRENT, INC.

 

 

By: /s/ Daryl Stemm

Name: Daryl Stemm

Title: Chief Financial Officer

 

SMARTRENT TECHNOLOGIES, INC.

 

 

By: /s/ Daryl Stemm

Name: Daryl Stemm

Title: Chief Financial Officer

 

SIGHTPLAN HOLDINGS, INC.

 

 

By: /s/ Daryl Stemm

Name: Daryl Stemm

Title: Chief Financial Officer

 

SIGHTPLAN, INC.

 

 

By: /s/ Daryl Stemm

Name: Daryl Stemm

Title: Chief Financial Officer

[signature page to first amendment TO CREDIT AGREEMENT]

 

 


 

ADMINISTRATIVE AGENT:

 

FIRST-CITIZENS BANK & TRUST COMPANY

 

By: /s/ John Lapides

Name: John Lapides

Title: Managing Director

LENDERS:

 

FIRST-CITIZENS BANK & TRUST COMPANY, as Issuing Lender, Swingline Lender and as a Lender

 

By: /s/ John Lapides

Name: John Lapides

Title: Managing Director

JPMORGAN CHASE BANK, N.A., as a Lender

 

By: /s/ Rose McCarthy

Name: Rose McCarthy

Title: Authorized Officer

[signature page to first amendment TO CREDIT AGREEMENT]

 

 


 

Annex A

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

SMARTRENT, Inc.

 

Date: ___________ ____, 20____

 

This Compliance Certificate is delivered pursuant to Section 6.2(b)(ii) of that certain Credit Agreement, dated as of December 9, 2021, among smartrent, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned, a duly authorized and acting Responsible Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower, and not in any personal capacity, as follows:

I have reviewed and am familiar with the contents of this Compliance Certificate.

I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition, the Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). To the best of my knowledge, except as set forth on Attachment 2, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default.

To the extent required to be tested by the Credit Agreement, attached hereto as Attachment 3 are the computations showing compliance with the covenants set forth in Section 7.1 of the Credit Agreement.

[To the extent not previously disclosed to the Administrative Agent, attached hereto as Attachment 4 is a description of any change in the jurisdiction of organization of any Loan Party since the [Closing Date] [date of the most recent report delivered]

[To the extent not previously disclosed to the Administrative Agent, attached hereto as Attachment 5 a list of any Intellectual Property issued to, applied for or acquired by any Loan Party since the [Closing Date] [date of the most recent report delivered].]

Attached hereto as Attachment 6 is a schedule showing each Group Member’s deposit and securities accounts and the balance of each such account as of the last day of the period covered by the Financial Statements.

 

[Remainder of page intentionally left blank; signature page follows]

MOFO-9973707


 

IN WITNESS WHEREOF, I have executed this Compliance Certificate as of the date first written above.

SMARTRENT, Inc.

 

 

By:

Name:

Title:

 

 

 

 

 

 

MOFO-9973707


 

Attachment 1
to Compliance Certificate

[Attach Financial Statements]

MOFO-9973707


 

Attachment 2
to Compliance Certificate

Except as set forth below, no Default or Event of Default has occurred as of the date of this Compliance Certificate. [If a Default or Event of Default has occurred, the following describes the nature of such Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Borrower to be taken on account thereof.]

 

MOFO-9973707


 

Attachment 3
to Compliance Certificate

The information described herein is as of ____________, ____ (the “Statement Date”), and pertains to the period from ____________, ____ to ____________, ___.

I.

Section 7.1(a) — Adjusted Quick Ratio. To the extent Net Cash does not exceed $100,000,000 as of the last day of the most recent period for which financial statements were required to be delivered, permit the Adjusted Quick Ratio, tested as of the last day of each fiscal quarter, to be less than 1.25:1.00.

 

 

 

 

 

A.

 

Calculation of Net Cash

 

 

 

 

 

 

1.

The aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties in Deposit Accounts that are subject to a first priority perfected Lien in favor of the Administrative Agent

 

$___________

 

 

 

 

 

2.

The aggregate amount of unpaid principal of and interest on the Loans

$___________

 

 

 

 

 

3.

The aggregate amount of outstanding fees payable to the Secured Parties in connection with the Credit Agreement or any other Loan Document

$___________

 

 

 

 

 

4.

The aggregate amount of outstanding drawn or undrawn Letters of Credit and all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans

 

 

$___________

 

 

 

 

 

5.

The outstanding obligations under any Cash Management Agreement

$___________

 

 

 

 

 

6.

The outstanding obligations under any Specified Swap Agreement

$___________

 

 

 

 

 

7.

All other obligations and liabilities of the Loan Parties (and the other Group Members in the cash of obligations in respect of Cash Management Services) owed to the Administrative Agent, Lenders, any applicable Cash Management Bank, and any Qualified Counterparty, whether direct or indirect, which may arise under, out of, or in connection with the Credit Agreement or any other Loan Document

 

 

 

$___________

 

 

 

 

 

8.

The outstanding Obligations (the sum of lines A.2 through A.7)

$___________

 

 

 

 

 

9.

Net Cash (line A.1 minus line A.8)

$___________

 

 

 

 

B.

Calculation of Adjusted Current Assets

 

 

 

 

 

 

1.

Qualified Cash (line A.1)

$___________

 

 

 

 

 

2.

Net billed trade Accounts of the Loan Parties

$___________

 

 

 

 

 

3.

Adjusted Current Assets (the sum of lines B.1 and B.2)

$___________

 

 

 

 

ny-2287047


C.

 

Calculation of Adjusted Current Liabilities

 

 

 

 

 

 

1.

The outstanding Obligations (line A.8)

$___________

 

 

 

 

 

2.

The aggregate amount of the Group Members’ Total Liabilities (excluding operating leases and leases of real property) that mature within one year from the applicable date of determination

$___________

 

 

 

 

 

3.

Current Liabilities (the sum of lines C.1 and C.2)

$___________

 

 

 

 

 

4.

The current portion of all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue

$___________

 

 

 

 

 

5.

Adjusted Current Liabilities (line C.3 minus line C.4)

$___________

 

 

 

 

D.

 

Adjusted Quick Ratio (line B.3 divided by C.5)

:1.00

 

 

 

 

Covenant compliance:

Yes 

No 

 

 

 

 

 

MOFO-9973707


 

Attachment 4
to Compliance Certificate

Change in the Jurisdiction of any Loan Party

MOFO-9973707


Attachment 5
to Compliance Certificate

Registered Intellectual Property issued to, applied for, or acquired by any Loan Party since the [Closing Date] [date of the most recent report delivered]

 

 


Attachment 6
to Compliance Certificate

[attach calculations]

 

 

 


 

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a), UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank Martell, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of SmartRent, Inc. for the period ended June 30, 2025;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 6, 2025

/s/ FRANK MARTELL

Frank Martell

President and Chief Executive Officer

(Principal Executive Officer)

 


 

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a), UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daryl Stemm, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of SmartRent, Inc. for the period ended June 30, 2025;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 6, 2025

/s/ DARYL STEMM

Daryl Stemm

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 


 

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SmartRent, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Frank Martell, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 6, 2025

/s/ FRANK MARTELL

Frank Martell

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SmartRent, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Daryl Stemm, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 6, 2025

/s/ DARYL STEMM

Daryl Stemm

Chief Financial Officer

(Principal Financial and Accounting Officer)