SEC Comment Letter for MIDWEST HOLDING INC. (CIK 0000355379) — Aug 23, 2021
MIDWEST HOLDING INC. (CIK 0000355379)
Date: Aug. 23, 2021 · CIK: 0000355379 · Accession: 0000000000-21-010279
AI Filing Summary & Sentiment
File numbers found in text: 001-39812
Letter
United States securities and exchange commission logo August 21, 2021 Debra Havranek Vice President, Chief Financial Officer and Treasurer Midwest Holding Inc. 2900 S. 70th, Suite 400 Lincoln, Nebraska 68506 Re:Midwest Holding Inc Form 10-K for the Fiscal Year Ended December 31, 2020 Filed March 15, 2021 Form 8-K Dated August 12, 2021 Filed August 12, 2021 File No. 001-39812 Dear Ms. Havranek: We have reviewed your August 6, 2021 response to our comment letter 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 August 12, 2021 Exhibit 99.1 - Press Release Dated August 12, 2021 Q2 2021 Key Performance Indicators and Non-GAAP Financial Measures Management Revenue, page 2 1.We note from page 11 of your earnings release for the first quarter of 2021 furnished as Exhibit 99.1 to your May 13, 2021 Form 8-K that non-GAAP "adjusted revenue" was a subtotal in the reconciliation form GAAP total revenues to non-GAAP "management revenue." We also note that although you removed "adjusted revenue" from your June 30, 2021 Form 10-Q (in response to prior comment 1) and from this earnings release, you continue to add back deferred coinsurance ceding commission as a non-GAAP adjustment in deriving your non-GAAP "management revenue" and its "net revenue on reinsurance" component. Consistent with our previous request, please represent to us that in the future
FirstName LastNameDebra Havranek Comapany NameMidwest Holding Inc. August 21, 2021 Page 2 FirstName LastName Debra Havranek Midwest Holding Inc. August 21, 2021 Page 2 you will revise your non-GAAP revenue and net income measures to remove the deferred coinsurance ceding commission adjustment or tell us why the acceleration of these deferred commissions is not an individually tailored revenue recognition method. See Question 100.04 of the Compliance and Disclosure Interpretations (CDIs) on Non-GAAP Financial Measures. You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-3474 if you have questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
August 21, 2021
Debra Havranek
Vice President, Chief Financial Officer and Treasurer
Midwest Holding Inc.
2900 S. 70th, Suite 400
Lincoln, Nebraska 68506
Re:Midwest Holding Inc
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 15, 2021
Form 8-K Dated August 12, 2021
Filed August 12, 2021
File No. 001-39812
Dear Ms. Havranek:
We have reviewed your August 6, 2021 response to our comment letter 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 August 12, 2021
Exhibit 99.1 - Press Release Dated August 12, 2021
Q2 2021 Key Performance Indicators and Non-GAAP Financial Measures
Management Revenue, page 2
1.We note from page 11 of your earnings release for the first quarter of 2021 furnished as
Exhibit 99.1 to your May 13, 2021 Form 8-K that non-GAAP "adjusted revenue" was a
subtotal in the reconciliation form GAAP total revenues to non-GAAP "management
revenue." We also note that although you removed "adjusted revenue" from your June 30,
2021 Form 10-Q (in response to prior comment 1) and from this earnings release, you
continue to add back deferred coinsurance ceding commission as a non-GAAP adjustment
in deriving your non-GAAP "management revenue" and its "net revenue on reinsurance"
component. Consistent with our previous request, please represent to us that in the future
FirstName LastNameDebra Havranek
Comapany NameMidwest Holding Inc.
August 21, 2021 Page 2
FirstName LastName
Debra Havranek
Midwest Holding Inc.
August 21, 2021
Page 2
you will revise your non-GAAP revenue and net income measures to remove the deferred
coinsurance ceding commission adjustment or tell us why the acceleration of these
deferred commissions is not an individually tailored revenue recognition method. See
Question 100.04 of the Compliance and Disclosure Interpretations (CDIs) on Non-GAAP
Financial Measures.
You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-3474 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance