June 15, 2015
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: | Gabriel Eckstein Barbara C. Jacobs | |
RE: | Alarm.com Holdings, Inc. | |
Registration Statement on Form S-1 Filed May 22, 2015 File No. 333-204428 |
Ladies and Gentlemen:
On behalf of our client, Alarm.com Holdings, Inc. (the “Company”), we are responding to the comment (the “Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 10, 2015 (the “Comment Letter”), relating to the above referenced publicly filed Registration Statement on Form S-1 (the “Registration Statement”). In response to the Comment set forth in the Comment Letter, the Company has revised the Registration Statement and is publicly filing via EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (the “S-1”) with this response letter. For the Staff’s reference, we are also delivering both a clean copy of the S-1 and a copy marked to show all changes from the Registration Statement filed on June 11, 2015.
Set forth below is the Company’s response to the Comment. The numbering of the paragraph below corresponds to the numbering of the Comment, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the S-1. Capitalized terms used but not defined herein are used herein as defined in the S-1.
Summary Consolidated Financial and Other Data, page 13
1. | Regardingthe SaaSandlicenserevenuerenewalrates, pleaseexpand footnote (4)toclarifythat becauseyoursubscriberstypicallyhavethreeto fiveyearcontracts,the revenuerenewalrate metricincludes revenuefromsubscribers whosecontracts arenot up for renewal.Ifsimilar methodologyis not used byothercompanies inyour industry, this should bemade clear. Also clarifythat this metricis not reflectiveof the rateat which subscribersrenewattheend oftheir contract.Similarlyexpand theriskfactoratthe bottom of page23and the “KeyMetrics”discussion on page60. |
Response to Comment 1
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 16, 25, 58 and 62 accordingly.
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Please fax any additional comment letters concerning the S-1 to (617) 937-2400 and direct any questions or comments concerning the S-1 or this response letter to the undersigned at (617) 937-2357.
Sincerely,
/s/ Nicole C. Brookshire |
Nicole C. Brookshire |
cc: | Stephen Trundle |
Jennifer Moyer