SecProbe.io

United States securities and exchange commission logo
March 31, 2022
John Abbot
Chief Financial Officer
Datto Holding Corporation
101 Merritt 7
Norwalk, CT 06851
Re:Datto Holding Corporation
Form 10-K for the year ended December 31, 2021
Form 8-K dated February 23, 2022
File No. 001-39637
Dear Mr. Abbot:
            We have limited our review of your filings 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 year ended December 31, 2021
Critical Accounting Estimates, page 74
1.We note your risk factor disclosures on page 35 where you state that significant
assumptions and estimates used in preparing your financial statement include those related
to the recoverability of goodwill.  Considering goodwill comprises over 50% of your total
assets for each of the last two fiscal years, please tell us how you considered including a
discussion of the significant estimates and assumptions associated with your
goodwill impairment analysis in your critical accounting estimates disclosures.  Refer to
Item 303(b)(3) of Regulation S-K.

 FirstName LastNameJohn Abbot
 Comapany NameDatto Holding Corporation
 March 31, 2022 Page 2
 FirstName LastName
John Abbot
Datto Holding Corporation
March 31, 2022
Page 2
Exhibits
2.Please amend to include updated Certifications as required by Section 302 of the
Sarbanes-Oxley Act that reference management's responsibility for designing and
maintaining internal control over financial reporting in the introductory sentence of
paragraph 4 and paragraph 4(b).  Refer to Item 601(b)(31) of Regulation S-K and
Regulation S-K C&DI 246.13.
Form 8-K dated February 23, 2022
Exhibits
3.We note you present full non-GAAP statements of operations, which appear to
place undue prominence on your non-GAAP measures.  Please tell us how you
determined this presentation complies with Question 102.10 of the Non-GAAP C&DIs, or
otherwise confirm that you will remove such presentation in your future Form 8-K
earnings releases.
4.We note that you present various non-GAAP expenses as a percentage of revenue, as well
as Adjusted EBITDA as a percentage of revenue, without presenting the corresponding
GAAP margin with equal or greater prominence.  Please revise accordingly.
            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 Brittany Ebbertt, Senior Staff Accountant, at 202-551-3572 or
Kathleen Collins, Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Robert E. Goedert