United States securities and exchange commission logo
December 30, 2020
Mario Schlosser
Chief Executive Officer
Mulberry Health Inc.
75 Varick Street, 5th Floor
New York, NY 10013
Re: Mulberry Health
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December
17, 2020
CIK No. 0001568651
Dear Mr. Schlosser:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Hi, We are Oscar, page 1
1. We note your response
to our prior comment 1 and reissue in part. Please disclose the
basis for your
statement that you are "the third largest for-profit national insurer in the
Individual market in
the United States based on membership."
Summary Consolidated Financial and Other Data
Key Operating and Non-GAAP Financial Metrics, page 11
2. We note that you
present Adjusted InsuranceCo EBITDA. Please revise your disclosure
to reconcile to the
most directly comparable GAAP measure, consistent with Consolidated
Adjusted EBITDA. Refer
to Item 10(c)(1)(i)(B) of Regulation S-K.
Mario Schlosser
FirstName LastNameMario Schlosser
Mulberry Health Inc.
Comapany30,
December NameMulberry
2020 Health Inc.
December
Page 2 30, 2020 Page 2
FirstName LastName
3. You disclose that Adjusted EBITDA helps you measure your core
operating performance
over time by removing items that are not related to day-to-day
operations. You also state
that Adjusted InsuranceCo EBITDA represents your revenue and expenses
for your core
products. Considering that you only have one operating segment, please
revise your
disclosures to more distinctly address how you define "core" operating
performance as
measured by Adjusted EBITDA versus Adjusted InsuranceCo EBITDA revenue
and
expenses from your "core" products.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Members by State, page 65
4. We note your response prior comment 8. Considering you signed up
14,000 members in
New York eight years ago which you highlight in your Letter from
Co-Founders, please
enhance your discussion on page 66 to discuss the factors that can
impact member
retention to address the decrease in membership in New Jersey, New
York and Ohio from
2019 to 2020.
Note 8: Benefits Payable, page F-21
5. We note your response to prior comment 21. Please address the
following:
As previously requested, Revise your accounting and related
disclosures to include
CAE with your claims incurred, net on the face of your statement of
operations as
required by Rule 7-04.5 of Regulation S-X.
Revise your accounting and related disclosures to include your
liability for CAE with
your benefits payable on your balance sheet as required by Rule
7-03(a)13(a) of
Regulation S-X.
To the extent that you believe the guidance referenced in the
preceding bullets is not
required, tell us why in your response and reference for us the
authoritative literature
you rely upon to support your accounting.
6. We note your response to prior comment 22 and that $516.1 million of
reinsurance
recoverables were collected in the first quarter of 2020 and that such
amounts related to
quarters three and four of 2019. We also note on page F-18, that you
disclose reinsurance
losses ceded for the entire year ended December 31, 2019 were $516.1
million. Please
explain this discrepancy and revise your disclosures accordingly.
Mario Schlosser
Mulberry Health Inc.
December 30, 2020
Page 3
You may contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameMario Schlosser Sincerely,
Comapany NameMulberry Health Inc.
Division of
Corporation Finance
December 30, 2020 Page 3 Office of Finance
FirstName LastName