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SEC Comment Letter 0000000000-22-013473 to SYNCHRONOSS TECHNOLOGIES INC (SNCR, SNCRL) (CIK 0001131554)

SYNCHRONOSS TECHNOLOGIES INC (SNCR, SNCRL) (CIK 0001131554)
Date: Dec. 14, 2022 · CIK: 0001131554 · Accession: 0000000000-22-013473

AI Filing Summary & Sentiment

File numbers found in text: 001-40574

Date
December 14, 2022
Author
Office of Technology
Form
UPLOAD
Company
SYNCHRONOSS TECHNOLOGIES INC (SNCR, SNCRL) (CIK 0001131554)

Letter

United States securities and exchange commission logo December 14, 2022 Louis Ferraro Chief Financial Officer Synchronoss Technologies, Inc. 200 Crossing Boulevard, 3rd Floor Bridgewater, New Jersey 08807 Re:Syncrhronoss Technologies, Inc. Form 10-K for the Year Ended December 31, 2021 Filed March 15, 2022 Form 8-K filed November 8, 2022 File No. 001-40574 Dear Louis Ferraro: 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 8-K filed November 8, 2022 Synchronoss Technologies Reports Third Quarter 2022 Results, page 1 1.We note your presentation of the non-GAAP measures Adjusted Free Cash Flow, in the secondary headline, and Adjusted Gross Margin, on page 9. In future filings, please present with equal or greater prominence, the most directly comparable financial measures calculated and presented in accordance with GAAP. Refer to 10(e)(1)(i) of Regulation S- K. 2022 Financial Outlook, page 3 2.We note that you have excluded a quantitative reconciliation of your forward-looking Adjusted EBITDA to its most comparable forward-looking GAAP measure. Please include a statement, if true, that you have relied on the exception in Item 10(e)(1)(i)(B) of Regulation S-K and identify the information that is unavailable and its probable

FirstName LastNameLouis Ferraro Comapany NameSynchronoss Technologies, Inc. December 14, 2022 Page 2 FirstName LastName Louis Ferraro Synchronoss Technologies, Inc. December 14, 2022 Page 2 significance in a location of equal or greater prominence. Additionally refer to Q&A 102.10(b) of the C&DI on Non-GAAP Measures. Reconciliation of GAAP to Non-GAAP Financial Measures, page 10 3.We note that you do not present Gross Profit in your Consolidated Statements of Operations but report it as the most comparable measure to the non-GAAP measure, Adjusted Gross Profit. Please revise your calculation of the Gross Profit GAAP measure to include an allocation for depreciation and amortization. 4.We note in the reconciliation of Adjusted Free Cash Flow, adjustments for cash-settled expenses such as Litigation and Remediation costs (net) and Restructuring costs. Please disclose under Non-GAAP Financial Measures on page 4 why this is useful information to investors. Additionally, to the extent material, state the additional purposes, if any, for which management uses this liquidity measure. Refer to Rule 100(b) of Regulation G. 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 Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology

Show Raw Text
United States securities and exchange commission logo
December 14, 2022
Louis Ferraro
Chief Financial Officer
Synchronoss Technologies, Inc.
200 Crossing Boulevard, 3rd Floor
Bridgewater, New Jersey 08807
Re:Syncrhronoss Technologies, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 15, 2022
Form 8-K filed November 8, 2022
File No. 001-40574
Dear Louis Ferraro:
            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 8-K filed November 8, 2022
Synchronoss Technologies Reports Third Quarter 2022 Results, page 1
1.We note your presentation of the non-GAAP measures Adjusted Free Cash Flow, in the
secondary headline, and Adjusted Gross Margin, on page 9.  In future filings, please
present with equal or greater prominence, the most directly comparable financial measures
calculated and presented in accordance with GAAP.  Refer to 10(e)(1)(i) of Regulation S-
K.
2022 Financial Outlook, page 3
2.We note that you have excluded a quantitative reconciliation of your forward-looking
Adjusted EBITDA to its most comparable forward-looking GAAP measure.  Please
include a statement, if true, that you have relied on the exception in Item 10(e)(1)(i)(B) of
Regulation S-K and identify the information that is unavailable and its probable

 FirstName LastNameLouis  Ferraro
 Comapany NameSynchronoss Technologies, Inc.
 December 14, 2022 Page 2
 FirstName LastName
Louis  Ferraro
Synchronoss Technologies, Inc.
December 14, 2022
Page 2
significance in a location of equal or greater prominence.  Additionally refer to Q&A
102.10(b) of the C&DI on Non-GAAP Measures.
Reconciliation of GAAP to Non-GAAP Financial Measures, page 10
3.We note that you do not present Gross Profit in your Consolidated Statements of
Operations but report it as the most comparable measure to the non-GAAP
measure, Adjusted Gross Profit.  Please revise your calculation of the Gross Profit GAAP
measure to include an allocation for depreciation and amortization.
4.We note in the reconciliation of Adjusted Free Cash Flow, adjustments for cash-settled
expenses such as Litigation and Remediation costs (net) and Restructuring costs. Please
disclose under Non-GAAP Financial Measures on page 4 why this is useful information to
investors.  Additionally, to the extent material, state the additional purposes, if any, for
which management uses this liquidity measure.  Refer to Rule 100(b) of Regulation G.
            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 Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology