United States securities and exchange commission logo
April 10, 2023
Lucas Haldeman
Chief Executive Officer
SmartRent, Inc.
8665 E. Hartford Drive
Suite 200
Scottsdale, Arizona 85255
Re: SmartRent, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 8, 2023
File No. 001-39991
Dear Lucas Haldeman:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Revenue Recognition, page 61
1. We note that during the
year ended December 31, 2022, the Company began shipping
Hub Devices with
features that function independently from its proprietary software
subscription (
distinct Hub Devices") that are recognized as a separate performance
obligation in hardware
revenue. We further note that when distinct Hub Devices are
included in a contract,
the hosted services performance obligation is comprised of only the
Company s proprietary
software. Please help us better understand why when the distinct
Hub Devices are
included in a contract, they are recognized as a separate performance
obligation from the
hosted services performance obligation. We refer you to ASC 606-
10-25-19 through 22.
Management's Report on Internal Controls Over Financial Reporting, page
85
Lucas Haldeman
SmartRent, Inc.
April 10, 2023
Page 2
2. In your "Evaluation of Disclosure Controls and Procedures" section,
you disclose that
under the supervision and with the participation of your management,
including your
Chief Executive Officer and Chief Financial Officer, you conducted an
evaluation of the
effectiveness of your internal control over financial reporting based
on the framework set
forth in Internal Control - Integrated Framework issued by the
Committee of Sponsoring
Organizations of the Treadway Commission. Please clarify whether you
performed an
assessment of the effectiveness of your internal control over
financial reporting
as December 31, 2022.
3. We note your disclosure that this report does not include a report of
management s
assessment regarding internal control over financial reporting or an
attestation report of
the company's registered public accounting firm due to a transition
period established by
rules of the SEC for newly public companies or emerging growth
companies. Since this is
your second 10-K these transition rules no longer apply. Please amend
your filing to
include management's assessment of internal control and revise your
Exhibit 31
certifications, accordingly. Identify in your report which version,
1992 or 2013, of the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway
Commission s Internal Control Integrated Framework you utilized
when performing
your assessment of internal control over financial reporting.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Morgan Youngwood, Senior Staff Accountant at
202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 with any questions.
FirstName LastNameLucas Haldeman Sincerely,
Comapany NameSmartRent, Inc.
Division of
Corporation Finance
April 10, 2023 Page 2 Office of
Technology
FirstName LastName