United States securities and exchange commission logo
October 21, 2020
Alexander Timm
Chief Executive Officer
Root, Inc.
80 E. Rich Street, Suite 500
Columbus, Ohio 43215
Re: Root, Inc.
Amendment No. 1 to
Registration
Statement on Form S-1
Filed October 20,
2020
File No. 333-249332
Dear Mr. Timm:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 14, 2020 letter.
Amendment No. 1 to Form S-1 filed October 20, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operation
Certain Quarterly Information, page 91
1. We note your response
to prior comment 1 regarding your Ratio of Renewal to Direct
Earned Premium. Please
revise your disclosure to address the following:
We note your
revised disclosure that provides a definition of this ratio. Further revise
your definition to
specifically disclose the following:
o As previously
requested revise to disclose why you believe this ratio to be a
meaningful
metric to your investors.
Alexander Timm
Root, Inc.
October 21, 2020
Page 2
o Clarify what renewal premiums are included in the numerator
of this ratio. In
this regard, it is unclear whether direct or net premiums
are included and
whether earned or written premiums are included.
We also note your inclusion of the two new ratios under Direct
Accident Period Loss
Ratio in this table. Revise your disclosure to provide the
definitions for each and
disclose why these ratios are meaningful to your investors. In
your revised disclosure
ensure that you clearly indicate the composition of both the
numerator and
denominator of these ratios.
Notes to Condensed Consolidated Financial Statements
Subsequent Events, page F-55
2. In your October 15, 2020 correspondence you indicate your expectation
that your board of
directors will act to grant additional equity awards during the week
of October 12,
2020, with the exercise price of any options so granted equal to the
initial public offering
price, and to be effective when the Registration Statement becomes
effective. You further
stated these awards would be disclosed in your preliminary prospectus.
As your
subsequent event footnote is silent and your Item 15 disclosures on
page II-1 have not
changed from your original filing for any such grants, please tell us
whether these grants
have been made and, if so, why you do not appear to disclose them.
Otherwise, tell us
where you have made such disclosure or why such disclosure is not
warranted.
You may contact Bonnie Baynes at 202-551-4924 or Mark Brunhofer at
202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Justin Dobbie at 202-551-3469 with any
other questions.
FirstName LastNameAlexander Timm Sincerely,
Comapany NameRoot, Inc.
Division of
Corporation Finance
October 21, 2020 Page 2 Office of
Finance
FirstName LastName
