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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
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.
FirstName LastNameLouis Ferraro Sincerely,
Comapany NameSynchronoss Technologies, Inc.
Division of
Corporation Finance
December 14, 2022 Page 2 Office of
Technology
FirstName LastName