Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40154 | |
Entity Registrant Name | Oscar Health, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1315570 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001568651 | |
Entity Address, Address Line One | 75 Varick Street, 5th Floor | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | (646) | |
Local Phone Number | 403-3677 | |
Trading Symbol | OSCR | |
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 177,082,053 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,115,807 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 2,362,632 | $ 1,103,995 |
Short-term investments | 909,006 | 587,086 |
Premiums and accounts receivable | 174,249 | 138,414 |
Risk adjustment transfer receivable | 54,518 | 40,659 |
Reinsurance recoverable | 740,204 | 431,990 |
Other current assets | 19,541 | 3,782 |
Total current assets | 4,260,150 | 2,305,926 |
Property, equipment, and capitalized software, net | 50,934 | 46,611 |
Long-term investments | 314,836 | 844,476 |
Restricted deposits | 27,179 | 28,085 |
Other assets | 98,068 | 96,552 |
Total assets | 4,751,167 | 3,321,650 |
Current Liabilities: | ||
Benefits payable | 880,527 | 513,582 |
Risk adjustment transfer payable | 1,498,332 | 794,398 |
Premium deficiency reserve | 21,505 | 29,246 |
Unearned premiums | 72,691 | 75,044 |
Accounts payable and other liabilities | 226,274 | 234,788 |
Reinsurance payable | 430,919 | 205,231 |
Total current liabilities | 3,130,248 | 1,852,289 |
Long-term debt | 297,610 | 0 |
Other liabilities | 74,906 | 76,839 |
Total liabilities | 3,502,764 | 1,929,128 |
Commitments and contingencies (Note 13) | ||
Stockholders' Equity | ||
Preferred stock, $0.00001 par value; 82,500,000 shares authorized, none issued or outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Treasury stock (314,600 shares as of June 30, 2022 and December 31, 2021) | (2,923) | (2,923) |
Additional paid-in capital | 3,450,409 | 3,393,533 |
Accumulated deficit | (2,187,028) | (1,999,712) |
Accumulated other comprehensive income (loss) | (15,221) | (3,671) |
Total Oscar Health, Inc. stockholders' equity | 1,245,239 | 1,387,229 |
Noncontrolling interests | 3,164 | 5,293 |
Total stockholders' equity | 1,248,403 | 1,392,522 |
Total liabilities and stockholders' equity | $ 4,751,167 | $ 3,321,650 |
Preferred stock, shares authorized | 82,500,000 | 82,500,000 |
Class A | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Class B | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 82,500,000 | 82,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock (in shares) | 314,600 | 314,600 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 825,000,000 | 825,000,000 |
Common stock, shares issued | 177,036,132 | 175,212,223 |
Common stock, shares outstanding | 177,036,132 | 175,212,223 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 82,500,000 | 82,500,000 |
Common stock, shares issued | 35,115,807 | 35,115,807 |
Common stock, shares outstanding | 35,115,807 | 35,115,807 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Premiums before ceded reinsurance | $ 1,368,477 | $ 723,927 | $ 2,683,541 | $ 1,334,026 |
Reinsurance premiums ceded | (373,882) | (195,768) | (733,545) | (437,330) |
Premiums earned | 994,595 | 528,159 | 1,949,996 | 896,696 |
Administrative services revenue | 20,452 | 353 | 38,945 | 694 |
Investment income and other revenue | 2,272 | 769 | 1,143 | 1,279 |
Total revenue | 1,017,319 | 529,281 | 1,990,084 | 898,669 |
Operating Expenses | ||||
Claims incurred, net | 808,639 | 419,879 | 1,543,205 | 687,927 |
Other insurance costs | 170,200 | 94,790 | 335,602 | 174,627 |
General and administrative expenses | 80,754 | 51,166 | 155,418 | 115,738 |
Federal and state assessments | 68,749 | 36,873 | 138,616 | 67,388 |
Premium deficiency reserve release | (4,536) | (921) | (7,741) | (10,464) |
Total operating expenses | 1,123,806 | 601,787 | 2,165,100 | 1,035,216 |
Loss from operations | (106,487) | (72,506) | (175,016) | (136,547) |
Interest expense | 6,141 | 228 | 10,362 | 3,925 |
Other expenses (income) | (793) | 0 | 2,260 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 20,178 |
Loss before income taxes | (111,835) | (72,734) | (187,638) | (160,650) |
Income tax provision | 290 | 589 | 1,807 | 1,554 |
Net loss | (112,125) | (73,323) | (189,445) | (162,204) |
Less: Net income (loss) attributable to noncontrolling interests | 39 | 0 | (2,129) | 0 |
Net loss attributable to Oscar Health, Inc. | $ (112,164) | $ (73,323) | $ (187,316) | $ (162,204) |
Earnings (Loss) per Share | ||||
Net loss per share, basic (in dollars per share) | $ (0.53) | $ (0.35) | $ (0.89) | $ (1.09) |
Net loss per share, diluted (in dollars per share) | $ (0.53) | $ (0.35) | $ (0.89) | $ (1.09) |
Weighted average common shares outstanding, basic | 211,311,494 | 207,478,268 | 210,930,686 | 148,505,273 |
Weighted-average common shares outstanding, diluted | 211,311,494 | 207,478,268 | 210,930,686 | 148,505,273 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (112,125) | $ (73,323) | $ (189,445) | $ (162,204) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized losses on securities available for sale | (3,015) | (644) | (11,550) | (919) |
Comprehensive loss | (115,140) | (73,967) | (200,995) | (163,123) |
Comprehensive income (loss) attributable to noncontrolling interests | 39 | 0 | (2,129) | 0 |
Comprehensive loss attributable to Oscar Health, Inc. | $ (115,179) | $ (73,967) | $ (198,866) | $ (163,123) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Common Stock Class A | Common Stock Class B | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 400,904,302 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,744,911 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of pre-IPO shares to Class A and Class B common stock (in shares) | (400,904,302) | ||||||||
Conversion of pre-IPO shares to Class A and Class B common stock | $ (1,744,911) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 31,409,202 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (1,295,893) | $ 2 | $ 0 | $ 0 | $ (2,923) | $ 133,255 | $ (1,427,106) | $ 879 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of pre-IPO shares to Class A and Class B common stock (in shares) | (31,409,202) | 130,280,651 | 35,115,807 | ||||||
Conversion of pre-IPO shares to Class A and Class B common stock | 1,744,910 | $ (2) | $ 1 | 1,744,911 | |||||
Issuance of common stock upon IPO, net of underwriting discount (in shares) | 36,391,946 | ||||||||
Issuance of common stock upon IPO, net of underwriting discount | 1,338,875 | $ 1 | 1,338,874 | ||||||
Issuance of common stock upon exercise of warrants and call options (in shares) | 1,115,973 | ||||||||
Issuance of common stock upon exercise of warrants and call options | 37,071 | 37,071 | |||||||
Issuance of common stock from equity incentive plans (in shares) | 4,272,060 | ||||||||
Issuance of common stock from equity incentive plans | 29,805 | 29,805 | |||||||
Stock-based compensation expense | 19,115 | 19,115 | |||||||
Unrealized gains (losses) on investments, net | (275) | (275) | |||||||
Net loss | (88,881) | (88,881) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 172,060,630 | 35,115,807 | ||||||
Ending balance at Mar. 31, 2021 | $ 1,784,727 | $ 0 | $ 2 | $ 0 | (2,923) | 3,303,031 | (1,515,987) | 604 | |
Beginning balance (in shares) at Dec. 31, 2020 | 400,904,302 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1,744,911 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 31,409,202 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (1,295,893) | $ 2 | $ 0 | $ 0 | (2,923) | 133,255 | (1,427,106) | 879 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Unrealized gains (losses) on investments, net | (919) | ||||||||
Net loss | (162,204) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 172,454,211 | 35,115,807 | ||||||
Ending balance at Jun. 30, 2021 | $ 1,732,066 | $ 0 | $ 2 | $ 0 | (2,923) | 3,324,337 | (1,589,310) | (40) | |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 172,060,630 | 35,115,807 | ||||||
Beginning balance at Mar. 31, 2021 | 1,784,727 | $ 0 | $ 2 | $ 0 | (2,923) | 3,303,031 | (1,515,987) | 604 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock from equity incentive plans (in shares) | 393,581 | ||||||||
Issuance of common stock from equity incentive plans | 3,033 | 3,033 | |||||||
Stock-based compensation expense | 18,273 | 18,273 | |||||||
Unrealized gains (losses) on investments, net | (644) | (644) | |||||||
Net loss | (73,323) | (73,323) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 172,454,211 | 35,115,807 | ||||||
Ending balance at Jun. 30, 2021 | 1,732,066 | $ 0 | $ 2 | $ 0 | (2,923) | 3,324,337 | (1,589,310) | (40) | |
Beginning balance (in shares) at Dec. 31, 2021 | 175,212,223 | 35,115,807 | |||||||
Beginning balance at Dec. 31, 2021 | 1,392,522 | $ 2 | $ 0 | (2,923) | 3,393,533 | (1,999,712) | (3,671) | $ 5,293 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock from equity incentive plans (in shares) | 596,556 | ||||||||
Issuance of common stock from equity incentive plans | 560 | 560 | |||||||
Stock-based compensation expense | 27,690 | 27,690 | |||||||
Joint venture contributions | 250 | 250 | |||||||
Unrealized gains (losses) on investments, net | (8,535) | (8,535) | |||||||
Net loss | (77,320) | (75,152) | (2,168) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 175,808,779 | 35,115,807 | |||||||
Ending balance at Mar. 31, 2022 | 1,335,167 | $ 2 | $ 0 | (2,923) | 3,422,033 | (2,074,864) | (12,206) | 3,125 | |
Beginning balance (in shares) at Dec. 31, 2021 | 175,212,223 | 35,115,807 | |||||||
Beginning balance at Dec. 31, 2021 | 1,392,522 | $ 2 | $ 0 | (2,923) | 3,393,533 | (1,999,712) | (3,671) | 5,293 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Unrealized gains (losses) on investments, net | (11,550) | ||||||||
Net loss | (189,445) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 177,036,132 | 35,115,807 | |||||||
Ending balance at Jun. 30, 2022 | 1,248,403 | $ 2 | $ 0 | (2,923) | 3,450,409 | (2,187,028) | (15,221) | 3,164 | |
Beginning balance (in shares) at Mar. 31, 2022 | 175,808,779 | 35,115,807 | |||||||
Beginning balance at Mar. 31, 2022 | 1,335,167 | $ 2 | $ 0 | (2,923) | 3,422,033 | (2,074,864) | (12,206) | 3,125 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock from equity incentive plans (in shares) | 1,227,353 | ||||||||
Issuance of common stock from equity incentive plans | 364 | 364 | |||||||
Stock-based compensation expense | 26,991 | 26,991 | |||||||
Joint venture contributions | 1,021 | 1,021 | |||||||
Unrealized gains (losses) on investments, net | (3,015) | (3,015) | |||||||
Net loss | (112,125) | (112,164) | 39 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 177,036,132 | 35,115,807 | |||||||
Ending balance at Jun. 30, 2022 | $ 1,248,403 | $ 2 | $ 0 | $ (2,923) | $ 3,450,409 | $ (2,187,028) | $ (15,221) | $ 3,164 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (189,445) | $ (162,204) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Deferred taxes | 4 | 26 |
Net realized gain (loss) on sale of financial instruments | 508 | (248) |
Loss on fair value of warrant liabilities | 0 | 12,856 |
Depreciation and amortization expense | 7,490 | 6,990 |
Amortization of debt issuance costs | 324 | 329 |
Stock-based compensation expense | 54,681 | 37,388 |
Investment amortization, net of accretion | 3,141 | 3,029 |
Debt extinguishment loss | 0 | 20,178 |
(Increase) / decrease in: | ||
Premiums and accounts receivable | (35,835) | (20,307) |
Risk adjustment transfer receivable | (13,859) | (8,759) |
Reinsurance recoverable | (308,214) | 179,219 |
Other assets | (16,826) | (7,680) |
Increase / (decrease) in: | ||
Benefits payable | 366,945 | 95,408 |
Unearned premiums | (2,353) | (8,022) |
Premium deficiency reserve | (7,741) | (10,464) |
Accounts payable and other liabilities | (11,125) | 2,967 |
Reinsurance payable | 225,687 | (95,171) |
Risk adjustment transfer payable | 703,934 | 327,493 |
Net cash provided by operating activities | 777,316 | 373,028 |
Cash flows from investing activities: | ||
Purchase of investments | (312,104) | (1,198,325) |
Sale of investments | 243,400 | 287,440 |
Maturity of investments | 261,334 | 181,102 |
Purchase of property, equipment and capitalized software | (12,265) | (12,531) |
Change in restricted deposits | 1,023 | 0 |
Net cash provided by (used in) investing activities | 181,388 | (742,314) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 305,000 | 0 |
Payments of debt issuance costs | (7,035) | 0 |
Proceeds from joint venture contribution | 1,271 | 0 |
Debt prepayment | 0 | (153,173) |
Debt extinguishment costs | 0 | (12,994) |
Proceeds from IPO, net of underwriting discounts | 0 | 1,348,321 |
Offering costs from IPO | 0 | (9,447) |
Proceeds from exercise of warrants and call options | 0 | 9,191 |
Proceeds from exercise of stock options | 924 | 32,640 |
Net cash provided by financing activities | 300,160 | 1,214,538 |
Increase in cash, cash equivalents and restricted cash equivalents | 1,258,864 | 845,252 |
Cash, cash equivalents, restricted cash and cash equivalents—beginning of period | 1,125,557 | 843,105 |
Cash, cash equivalents, restricted cash and cash equivalents—end of period | 2,384,421 | 1,688,357 |
Cash and cash equivalents | 2,362,632 | 1,671,540 |
Restricted cash and cash equivalents included in restricted deposits | 21,789 | 16,817 |
Total cash, cash equivalents and restricted cash and cash equivalents | 2,384,421 | 1,688,357 |
Supplemental Disclosures: | ||
Interest payments | 9,550 | 3,742 |
Income tax payments | 1,105 | 814 |
Non-cash investing and financing activities: | ||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 0 | 1,744,914 |
Net exercise of preferred stock warrants to preferred stock upon initial public offering | 0 | 28,248 |
Adjustment to fair value of preferred stock warrant liability upon initial public offering | $ 0 | $ 13,243 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Oscar Health, Inc. ("Oscar" or the "Company") is the first health insurance company built around a full stack technology platform and a relentless focus on serving its members. Headquartered in New York City, Oscar offers two complementary products: (1) innovative and consumer-oriented health plans are sold to Individual, Small Group and Medicare Advantage members and (2) via +Oscar, the Company leverages its technology platform to sell services to providers and payers to directly enable their shift to value-based care. The Company operates as one segment to sell insurance to its members directly and through the state-run health care exchanges formed in conjunction with the Patient Protection and Affordable Care Act via its health insurance subsidiaries and to sell services via its +Oscar offering. Individual plans are offered to individuals and families through Health Insurance Marketplaces. Small Group plans are offered to employees of companies with 50 - 100 full-time workers. Medicare Advantage plans are offered to adults who are age 65 and older and eligible for traditional Medicare but who instead select coverage through a private market plan. The Company has also partnered with Cigna through the Cigna + Oscar partnership, which unites Oscar’s highly-differentiated member experience with Cigna’s broad provider networks, to exclusively serve the Small Group employer market. The Company's Class A common stock is traded on the New York Stock Exchange under the symbol "OSCR." Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, and the applicable rules and regulations of the Securities and Exchange Commission for interim financial information. As such, these financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the information presented for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Annual Report on Form 10-K. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying interim condensed consolidated financial statements include healthcare costs incurred but not yet reported, premium deficiency reserve and risk adjustment. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ materially from these estimates. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements - Recently Adopted In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). The ASU 2020-06 simplified the accounting for convertible debt instruments by reducing the number of accounting models required under current GAAP. It requires convertible debt instruments to be accounted for under one of the following three models: embedded derivative, substantial premium, or no proceeds allocated (traditional debt) models. It eliminates the cash conversion and beneficial conversion feature models and amends the requirements for a conversion option to be classified in equity. The guidance also simplifies the diluted EPS calculations for certain convertible debt instruments. ASU 2020-06 was adopted on January 1, 2022 and did not have an impact on the Company's consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Premiums earned Premium revenue includes direct policy premiums collected directly from members and from the Centers for Medicare & Medicaid Services ("CMS") as part of the Advanced Premium Tax Credit Program ("APTC") and Medicare Advantage programs, along with assumed premiums from the Company's reinsurance agreements. Premium revenue is adjusted for the estimated impact of the risk adjustment program required by CMS. Total premiums earned includes the effect of reinsurance premiums ceded as part of the Company's reinsurance agreements. Refer to Note 4 - Reinsurance for more information. Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct policy premiums $ 1,660,832 $ 838,075 $ 3,317,253 $ 1,658,889 Assumed premiums 34,095 3,185 58,885 5,596 Direct and Assumed Policy Premiums 1,694,927 841,260 3,376,138 1,664,485 Risk adjustment (326,450) (117,333) (692,597) (330,459) Premiums before ceded reinsurance 1,368,477 723,927 2,683,541 1,334,026 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Total premiums earned $ 994,595 $ 528,159 $ 1,949,996 $ 896,696 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) APTC $ 1,397,753 $ 591,345 $ 2,792,256 $ 1,143,688 Medicare Advantage 15,254 10,379 28,306 19,503 Total paid by CMS $ 1,413,007 $ 601,724 $ 2,820,562 $ 1,163,191 Administrative services revenue Administrative services revenue includes revenue earned for services provided under the Company's +Oscar offering. The Company leverages its technology platform to provide administrative services to providers and payers to directly enable their shift to value-based care. Revenue from contracts with customers is reported within administrative services revenue in the consolidated statements of operations. |
REINSURANCE
REINSURANCE | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
REINSURANCE | REINSURANCE The Company enters into reinsurance contracts under two different types of arrangements: quota share reinsurance contracts and excess of loss ("XOL") reinsurance contracts. In quota share reinsurance, the reinsurer assumes an agreed percentage of the underlying policies being reinsured and shares all premiums and incurred claims accordingly. In XOL reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. All premiums and claims ceded under the Company's quota share arrangements are shared proportionally with the reinsurers. As part of the agreements, the Company also receives ceding commissions, which are calculated based on a percentage of ceded premiums, and experience refunds (resulting from actual claims experience being lower than a specified threshold). Reinsurance Contracts Accounted for under Reinsurance Accounting and Deposit Accounting ASC 944: Financial Services - Insurance requires the substance of all reinsurance arrangements to be evaluated to ensure that significant risk is transferred by the ceding entity to the reinsurer. When significant risk is transferred, reinsurance accounting is required. Reinsurance contracts that do not meet the risk transfer requirements necessary to be accounted for under reinsurance accounting are accounted for under the deposit accounting method. The Company currently has quota share reinsurance arrangements with more than one counterparty with multiple state-level treaties. These arrangements are accounted for under both reinsurance accounting and deposit accounting. Under reinsurance accounting, premiums paid to the reinsurer are recorded as ceded premiums (a reduction to premium revenue). Expected reimbursements from the reinsurer for claims incurred are recorded as a reduction to claims incurred and a corresponding reinsurance recoverable asset. Under deposit accounting, a deposit asset or deposit liability is recorded based on the consideration paid or received, irrespective of the experience of the contract. Fees retained by the reinsurer are recognized within other insurance costs on the statement of operations. As a result, premiums earned and claims incurred that would have otherwise been ceded under reinsurance accounting are recorded on a net basis on the consolidated balance sheet as a deposit liability. The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Reinsurance premiums ceded, gross $ (393,857) $ (239,253) $ (760,968) $ (504,040) Experience refunds 19,975 43,485 27,423 66,710 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Reinsurance premiums assumed 34,095 3,185 58,885 5,596 Total reinsurance premiums (ceded) and assumed $ (339,787) $ (192,583) $ (674,660) $ (431,734) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct claims incurred $ 1,092,416 $ 598,904 $ 2,102,451 $ 1,056,123 Ceded reinsurance claims (316,332) (181,333) (616,043) (372,281) Assumed reinsurance claims 32,555 2,308 56,797 4,085 Total claims incurred, net $ 808,639 $ 419,879 $ 1,543,205 $ 687,927 The Company records selling, general and administrative expenses net of reinsurance ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Other insurance costs, gross $ 211,216 $ 115,256 $ 414,929 $ 214,399 Reinsurance ceding commissions (41,016) (20,466) (79,327) (39,772) Other insurance costs, net $ 170,200 $ 94,790 $ 335,602 $ 174,627 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: June 30, 2022 December 31, 2021 (in thousands) Ceded reinsurance claim recoverables $ 647,299 $ 406,017 Reinsurance ceding commissions 46,742 23,517 Experience refunds on reinsurance agreements 46,163 2,456 Reinsurance recoverable $ 740,204 $ 431,990 Credit Ratings The financial condition of the Company's reinsurers is regularly evaluated to minimize exposure to significant losses. A key credit quality indicator for reinsurance is the financial strength ratings issued by the credit rating agencies, which provide an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. The Company's reinsurers have most recently been issued financial strength ratings of A+ (A.M. Best) and AA (Fitch). |
BUSINESS ARRANGEMENTS
BUSINESS ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ARRANGEMENTS | BUSINESS ARRANGEMENTS Holy Cross Health/Memorial Partnership In 2021, the Company partnered with Holy Cross Hospital, Inc. (“Holy Cross”), a top-rated health, teaching and research institution, and Memorial Healthcare System, a leading provider in high-quality healthcare services, to form a joint venture arrangement for its co-branded Medicare Advantage plan in Florida. As part of this arrangement, Holy Cross and Memorial Foundation, Inc. jointly own an indirect 50% economic interest in one of the Company's consolidated subsidiaries. As a result, the Company presents noncontrolling interest on its consolidated balance sheets and net loss attributable to noncontrolling interests on its consolidated statement of operations. Variable Interest Entities In the normal course of business, the Company enters into business arrangements with integrated health systems and several medical professional corporations that employ health care providers to deliver telemedical healthcare services to its covered member population in various states. The financial results of these entities are consolidated into the Company's financial statements. The following table presents the collective assets and liabilities of the Company's variable interest entities: June 30, 2022 December 31, 2021 (in thousands) Assets $ 136,869 $ 123,524 Liabilities $ 73,103 $ 70,165 |
RESTRICTED CASH AND RESTRICTED
RESTRICTED CASH AND RESTRICTED DEPOSITS | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH AND RESTRICTED DEPOSITS | RESTRICTED CASH AND RESTRICTED DEPOSITS The Company maintains cash, cash equivalents and investments on deposit or pledged primarily to various state agencies in connection with its insurance licensure. The restricted cash and cash equivalents and restricted investments presented below are included in “restricted deposits” in the accompanying consolidated balance sheets. June 30, 2022 December 31, 2021 (in thousands) Restricted cash and cash equivalents $ 21,789 $ 21,562 Restricted investments 5,390 6,523 Restricted Deposits $ 27,179 $ 28,085 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following tables provide summaries of the Company's investments by major security type as of June 30, 2022 and December 31, 2021: June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 783,531 $ 149 $ (8,553) $ 775,127 Corporate notes 356,171 2 (6,141) 350,032 Commercial paper 34,381 — — 34,381 Municipalities 32,568 — (578) 31,990 Certificate of deposit 32,312 — — 32,312 Total $ 1,238,963 $ 151 $ (15,272) $ 1,223,842 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 895,865 $ 34 $ (1,837) $ 894,062 Corporate notes 454,416 2 (1,746) 452,672 Municipalities 50,366 10 (140) 50,236 Certificate of deposit 21,370 — — 21,370 Commercial paper 13,222 — — 13,222 Total $ 1,435,239 $ 46 $ (3,723) $ 1,431,562 The following table summarizes those available-for-sale investments that have been in a continuous loss position for less than 12 months at June 30, 2022 and December 31, 2021. June 30, 2022 Number of Securities Fair Value Gross (in thousands) U.S. treasury and agency securities 97 $ 614,735 $ (8,553) Corporate notes 358 320,629 (5,777) Municipalities 73 $ 29,633 (539) Total 528 $ 964,997 $ (14,869) December 31, 2021 Number of Securities Fair Value Gross (in thousands) U.S. treasury and agency securities 108 $ 894,060 $ (1,837) Corporate notes 357 452,672 (1,746) Municipalities 108 50,236 (140) Total 573 $ 1,396,968 $ (3,723) The available-for-sale securities that have been in a continuous unrealized loss position for longer than twelve months as of June 30, 2022 and December 31, 2021 are immaterial. The contractual maturities of available-for-sale securities as of June 30, 2022 are as follows: Amortized Cost Fair Value (in thousands) Due in one year or less $ 918,916 $ 909,006 Due after one year through five years 320,047 314,836 Total $ 1,238,963 $ 1,223,842 Actual maturities of these securities could differ from their contractual maturities used in the table above because issuers may have the right to call or prepay obligations, with or without penalties. Net investment income was attributable to the following: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Interest income $ 2,385 $ 2,584 $ 3,082 $ 3,929 Investment discount amortization net of premium accretion (1,210) (1,987) (3,129) (3,062) Net realized gain (loss) 72 137 (509) 250 Total $ 1,247 $ 734 $ (556) $ 1,117 The Company monitors available-for-sale debt securities for credit losses and recognizes an allowance for credit losses when factors indicate a decline in the fair value of a security is credit-related. Certain investments may experience a decline in fair value due to changes in market interest rates, changes in general economic conditions, or a deterioration in the credit worthiness of a security's issuer. The Company has assessed the gross unrealized losses during the period and determined an allowance for credit losses is not necessary because the declines in fair value are believed to be due to market fluctuations and not due to credit-related events. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Fair value represents the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The Company's financial assets and liabilities measured at fair value on a recurring basis are categorized into a three-level fair value hierarchy based on the priority of the inputs used in the fair value valuation technique. The levels of the fair value hierarchy are as follows: • Level 1 : Inputs utilize quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2 : Inputs utilize other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 : Inputs utilized that are unobservable but significant to the fair value measurement for the asset or liability. The unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. They typically reflect management’s own estimates about the assumptions a market participant would use in pricing the asset or liability. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents $ 58,137 $ 5,479 $ — $ 63,616 Investments U.S. treasury and agency securities $ — $ 775,127 $ — $ 775,127 Corporate notes — 350,032 — 350,032 Commercial paper — 34,381 — 34,381 Certificates of deposit — 32,312 — 32,312 Municipalities — 31,990 — 31,990 Restricted investments U.S. treasury securities $ — $ 5,390 $ 5,390 Total Assets $ 58,137 $ 1,234,711 $ — $ 1,292,848 December 31, 2021 Level 1 Level 2 Level 3 Total Assets (in thousands) Cash Equivalents $ 45,265 $ 1,001 $ — $ 46,266 Investments U.S. treasury and agency securities $ — $ 894,062 $ — $ 894,062 Corporate notes — 452,672 — 452,672 Municipalities — 50,236 — 50,236 Certificates of deposit — 21,370 — 21,370 Commercial paper — 13,222 — 13,222 Restricted Investments U.S. treasury securities $ — $ 6,523 $ — $ 6,523 Total Assets $ 45,265 $ 1,439,086 $ — $ 1,484,351 |
BENEFITS PAYABLE
BENEFITS PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
BENEFITS PAYABLE | BENEFITS PAYABLE Reserves for medical claims expenses are estimated using actuarial assumptions and recorded as a benefits payable liability on the consolidated balance sheet. The assumptions for the estimates and for establishing the resulting liability are reviewed, and any adjustments to reserves are reflected in the consolidated statement of operations in the period in which the estimates are updated. The following table provides a rollforward of the Company’s beginning and ending benefits payable and claims adjustment expenses ("CAE") payable balances for the six months ended June 30, 2022 and 2021: As of June 30, 2022 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 513,582 $ 9,101 $ 522,683 Less: Reinsurance recoverable 159,180 — 159,180 Benefits payable, beginning of the period, net $ 354,402 $ 9,101 $ 363,503 Claims incurred and CAE Current year $ 1,551,487 $ 88,266 $ 1,639,753 Prior years (8,282) — (8,282) Total claims incurred and CAE, net $ 1,543,205 $ 88,266 $ 1,631,471 Claims paid and CAE Current year $ 1,121,871 $ 72,590 $ 1,194,462 Prior years 178,064 9,101 187,165 Total claims and CAE paid, net $ 1,299,935 $ 81,691 $ 1,381,627 Benefits and CAE payable, end of period, net $ 597,671 $ 15,676 $ 613,347 Add: Reinsurance recoverable 282,856 — 282,856 Benefits and CAE payable, end of period $ 880,527 $ 15,676 $ 896,203 As of June 30, 2021 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 311,914 $ 5,509 $ 317,424 Less: Reinsurance recoverable 132,658 — 132,658 Benefits payable, beginning of the period, net $ 179,256 $ 5,509 $ 184,766 Claims incurred and CAE Current year $ 692,151 $ 32,138 $ 724,289 Prior years (4,224) — (4,224) Total claims incurred and CAE, net $ 687,927 $ 32,138 $ 720,065 Claims paid and CAE Current year $ 492,042 $ 24,918 $ 516,960 Prior years 79,797 5,509 85,306 Total claims and CAE paid, net $ 571,839 $ 30,427 $ 602,266 Benefits and CAE payable, end of period, net $ 295,344 $ 7,221 $ 302,565 Add: Reinsurance recoverable 111,978 — 111,978 Benefits and CAE payable, end of period $ 407,322 $ 7,221 $ 414,543 Amounts incurred related to prior periods vary from previously estimated liabilities as more claim information becomes available and claims are ultimately settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development). |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Convertible Senior Notes In February 2022, the Company issued $305.0 million in aggregate principal amount of convertible senior notes due 2031 (the “2031 Notes”) in a private placement. The 2031 Notes bear interest at a rate of 7.25% per annum, payable in cash, semi-annually in arrears on June 30 and December 31 of each year, commencing on June 30, 2022. The 2031 Notes will mature on December 31, 2031, subject to earlier repurchase, redemption or conversion. The 2031 Notes are our senior, unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the 2031 Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of our subsidiaries. The 2031 Notes are convertible into the Company's Class A common stock at initial conversion rates of 120.1721 per $1,000 principal amount (equivalent to an initial conversion price of approximately $8.32 per share of Class A common stock), subject to customary adjustments upon the occurrence of certain events. In addition, upon the occurrence of a make-whole fundamental change, as defined in the Indenture governing the 2031 Notes (the "Indenture"), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2031 Notes in connection with such make-whole fundamental change. Upon conversion, the 2031 Notes will be settled, at the Company's election, in shares of Class A common stock, cash, or a combination of cash and shares of Class A common stock, subject to certain exceptions. Upon the occurrence of a fundamental change as defined in the Indenture, holders of the 2031 Notes have the right to require the Company to repurchase all or some of their 2031 Notes for cash, subject to certain conditions. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. Additionally, the initial purchasers of the 2031 Notes have the right to require the Company to repurchase all of their Notes for cash, on each of June 30, 2027, June 30, 2028, June 30, 2029 and June 30, 2030, subject to certain notice requirements. The Company may not redeem the 2031 Notes prior to December 31, 2026. The Company may redeem all, but not less than all, of the 2031 Notes, at the Company's option, on or after December 31, 2026 and on or before the 35th scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the redemption price, but only if the last reported sale price per share of Class A common stock exceeds 200% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which the Company sends the redemption notice for such redemption. The redemption price will be a cash amount equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The 2031 Notes include customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), as well as customary covenants for convertible notes of this type, including restrictions on our ability to refinance the Company's indebtedness and incur additional indebtedness. As of June 30, 2022, the net carrying amount of the 2031 Notes was $297.6 million, with unamortized debt discount and issuance costs of $7.4 million. The Company classified the fair value of the 2031 Notes as a level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2031 Notes and the Company's cost of debt. The estimated fair value of the 2031 Notes as of June 30, 2022 was $233.0 million. The following table presents the interest expense indicating an effective interest rate of 7.61% over the term of the 2031 Notes: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Coupon interest expense $ 5,529 $ — $ 9,214 $ — Amortization of debt discount and issuance costs 194 — 324 — Total interest expense $ 5,723 $ — $ 9,538 $ — Revolving Credit Facility On February 21, 2021, the Company entered into a senior secured credit agreement (the “Revolving Credit Facility”), with certain lenders party thereto from time to time (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent, for a revolving loan credit facility in the aggregate principal amount of $200.0 million. The Revolving Credit Facility is guaranteed by Oscar Management Corporation and Oscar Management Corporation of Florida, each wholly owned subsidiaries of the Company, and all of the Company's future direct and indirect subsidiaries (subject to certain permitted exceptions, including exceptions guarantees that would require material governmental consents or in respect of a joint venture) (the "Guarantors"). The Revolving Credit Facility is secured by substantially all of the Company’s and the Guarantors' assets (subject to certain exceptions). Proceeds are to be used solely for general corporate purposes of the Company. The Company is permitted to increase commitments under the Revolving Credit Facility by an aggregate amount not to exceed $50.0 million, subject to certain conditions. The Revolving Credit Facility matures on February 21, 2024. Under the terms of the Revolving Credit Facility, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company's option, either (a) a rate per annum equal to an adjusted London Inter-bank Offered Rate (“LIBOR”), plus an applicable margin of 4.50% (LIBOR is calculated based on one-, three- or six-month LIBOR, or such other period as agreed by all relevant Lenders, which is determined by reference to ICE Benchmark Administration Limited, but not less than 1.00%, or (b) a rate per annum equal to the Alternate Base Rate, as defined in the Revolving Credit Facility, plus the applicable margin of 3.50% (the Alternate Base Rate is equal to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50%, and (iii) LIBOR based on a one-month interest period, plus 1.00%). The Revolving Credit Facility also includes a commitment fee of 0.50% for available but undrawn amounts and other administrative fees that are payable quarterly. It also includes LIBOR replacement provisions in the event LIBOR becomes unavailable during the term of this facility. The Revolving Credit Facility is available until February 2024, provided the Company is in compliance with all covenants. Financial covenant requirements include maintaining minimum thresholds related to direct policy premiums and liquidity and a maximum combined ratio. As of June 30, 2022, there were no outstanding borrowings under the Revolving Credit Facility. Long-Term Debt On October 30, 2020, the Company entered into a credit agreement with HPS Investment Partners, LLC (“HPSIP”) whereby HPSIP agreed to provide a $150.0 million first lien term loan (“Term Loan”). The Term Loan had a variable interest rate equal to LIBOR plus 11.75%, per annum, which equated to 12.75% per annum during the period, and a maturity date of October 30, 2024, subject to certain conditions. In March 2021, the Company used proceeds from its recently completed initial public offering (the “IPO”) to repay the outstanding balance of $153.2 million on its Term Loan, which included $3.2 million of paid-in-kind interest. A loss on debt extinguishment of $20.2 million was recognized, which consisted of $13.0 million in prepayment penalties and $7.2 million in unamortized debt discount and debt issuance costs. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table presents the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands, except share and per share data) Numerator : Net loss attributable to Oscar Health, Inc $ (112,164) $ (73,323) $ (187,316) $ (162,204) Denominator : Weighted average shares of common stock outstanding, basic and diluted 211,311,494 207,478,268 210,930,686 148,505,273 Net loss per share attributable to Oscar Health, Inc., basic and diluted $ (0.53) $ (0.35) $ (0.89) $ (1.09) In periods when the Company is in a net loss position, potentially dilutive securities are excluded from the computation of diluted earnings per share because their inclusion would have an anti-dilutive effect. Thus, basic net loss per share is the same as diluted net loss per share. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share attributable to Oscar Health, Inc. because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2022 June 30, 2021 Stock options to purchase common stock 31,000,627 36,756,495 Restricted stock units 18,434,621 2,891,580 Performance-based restricted stock units 6,966,861 6,344,779 Shares underlying convertible notes (Note 10) 36,652,491 — Total 93,054,600 45,992,854 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In February 2022, the Company issued the 2031 Notes to funds affiliated with or advised by Dragoneer Investment Group, LLC, Thrive Capital, LionTree Investment Management, LLC and Tenere Capital LLC (collectively, the “Purchasers”). See Note 10 - Long-Term Debt for additional information. In addition, pursuant to the Investment Agreement entered into with the Purchasers, the Company agreed to amend the Twelfth Amended and Restated Investors' Rights Agreement dated as of March 5, 2021 (the “Investors’ Rights Agreement”), by and among the Company and the investors party thereto, to provide that the Notes and shares of Class A common stock issued or issuable upon conversion of any 2031 Notes held by entities affiliated with Thrive Capital will be subject to the registration rights contained in the Investors' Rights Agreement. On May 3, 2022, the Investors’ Rights Agreement was amended and restated to provide for, among other things, (i) registration rights as contemplated under the Investment Agreement, (ii) registration rights with respect to a number of additional shares of Class A common stock of the Company held by entities affiliated with Thrive Capital since prior to the IPO, as well as any additional shares of Class A common stock acquired after the IPO by entities affiliated with Thrive Capital with associated costs to be borne by the applicable affiliate(s) of Thrive Capital, and (iii) a partial extension to the maximum five-year term of the Investors’ Rights Agreement to provide Thrive Capital and affiliated entities with registration rights in connection with any 2031 Notes held by those parties and shares of Class A common stock issued or issuable upon the conversion of any such 2031 Notes, so long as Thrive Capital is an “affiliate” of the Company at the time. Joshua Kushner, a member of the Company's Board of Directors and Vice Chairman of the Company, is the Managing Director of Thrive Capital. Thrive Capital, through affiliated entities, is a beneficial holder of more than 5% of the Company's capital stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company’s current and past business practices are subject to review or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance companies. These reviews focus on numerous facets of the Company’s business, including claims payment practices, statutory capital requirements, provider contracting, risk adjustment, competitive practices, commission payments, privacy issues, utilization management practices, pharmacy benefits, access to care, and sales practices, among others. Some of these reviews have historically resulted in fines imposed on the Company and some have required changes to certain of the Company’s practices. The Company continues to be subject to these reviews, which could result in additional fines or other sanctions being imposed on the Company or additional changes to certain of its practices. The Company is also currently involved in, and may in the future from time to time become involved in, legal proceedings and other claims in the ordinary course of its business, including class actions and suits brought by the Company’s members, providers, commercial counterparties, employees, and other parties relating to the Company’s business, including management and administration of health benefit plans and other services. Such matters can include various employment claims, disputes regarding reinsurance arrangements and class action lawsuits, or other claims relating to the performance of contractual and non-contractual obligations to providers, members, employer groups, and others, including, but not limited to, the alleged failure to properly pay in-network and out-of-network claims and challenges to the manner in which the Company processes claims, and claims alleging that the Company has engaged in unfair business practices. In addition, on May 12, 2022, a securities class action lawsuit against the Company, certain of its directors and officers, and the underwriters that participated in the Company’s initial public offering was commenced in the United States District Court for the Southern District of New York, captioned Carpenter v. Oscar Health, Inc., Case No. 1:22-CV-03885-ALC-VF (S.D.N.Y.) (the “Securities Action”). On May 19, 2022, a substantially similar complaint was also commenced in the United States District Court for the Southern District of New York, captioned Chehebar v. Oscar Health, Inc., Case No. 1:22-CV-04103-ALC (S.D.N.Y.), which was voluntarily dismissed without prejudice on June 7, 2022. The Securities Action alleges, among other things, violations of Sections 11 and 15 of the Securities Act based on the Company’s purported failure to disclose in its IPO registration statement growing COVID-19 testing and treatment costs, the impact of significant SEP membership, and risk adjustment data validation results for 2019 and 2020. According to the complaint, when the Company announced its financial results for the third quarter ended September 30, 2021, the Company’s stock price fell, causing investor losses. The plaintiff seeks unspecified compensatory damages as well as interest, fees and costs. The Company believes it has meritorious defenses to these claims. At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter. The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable that a loss may be incurred, the ultimate settlement of which could be material. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows. |
ORGANIZATION (Policies)
ORGANIZATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, and the applicable rules and regulations of the Securities and Exchange Commission for interim financial information. As such, these financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the information presented for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying interim condensed consolidated financial statements include healthcare costs incurred but not yet reported, premium deficiency reserve and risk adjustment. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ materially from these estimates. |
Accounting Pronouncements - Recently Adopted | Accounting Pronouncements - Recently Adopted In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). The ASU 2020-06 simplified the accounting for convertible debt instruments by reducing the number of accounting models required under current GAAP. It requires convertible debt instruments to be accounted for under one of the following three models: embedded derivative, substantial premium, or no proceeds allocated (traditional debt) models. It eliminates the cash conversion and beneficial conversion feature models and amends the requirements for a conversion option to be classified in equity. The guidance also simplifies the diluted EPS calculations for certain convertible debt instruments. ASU 2020-06 was adopted on January 1, 2022 and did not have an impact on the Company's consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
Schedule of premiums earned | Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct policy premiums $ 1,660,832 $ 838,075 $ 3,317,253 $ 1,658,889 Assumed premiums 34,095 3,185 58,885 5,596 Direct and Assumed Policy Premiums 1,694,927 841,260 3,376,138 1,664,485 Risk adjustment (326,450) (117,333) (692,597) (330,459) Premiums before ceded reinsurance 1,368,477 723,927 2,683,541 1,334,026 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Total premiums earned $ 994,595 $ 528,159 $ 1,949,996 $ 896,696 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) APTC $ 1,397,753 $ 591,345 $ 2,792,256 $ 1,143,688 Medicare Advantage 15,254 10,379 28,306 19,503 Total paid by CMS $ 1,413,007 $ 601,724 $ 2,820,562 $ 1,163,191 The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Reinsurance premiums ceded, gross $ (393,857) $ (239,253) $ (760,968) $ (504,040) Experience refunds 19,975 43,485 27,423 66,710 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Reinsurance premiums assumed 34,095 3,185 58,885 5,596 Total reinsurance premiums (ceded) and assumed $ (339,787) $ (192,583) $ (674,660) $ (431,734) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct claims incurred $ 1,092,416 $ 598,904 $ 2,102,451 $ 1,056,123 Ceded reinsurance claims (316,332) (181,333) (616,043) (372,281) Assumed reinsurance claims 32,555 2,308 56,797 4,085 Total claims incurred, net $ 808,639 $ 419,879 $ 1,543,205 $ 687,927 The Company records selling, general and administrative expenses net of reinsurance ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Other insurance costs, gross $ 211,216 $ 115,256 $ 414,929 $ 214,399 Reinsurance ceding commissions (41,016) (20,466) (79,327) (39,772) Other insurance costs, net $ 170,200 $ 94,790 $ 335,602 $ 174,627 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: June 30, 2022 December 31, 2021 (in thousands) Ceded reinsurance claim recoverables $ 647,299 $ 406,017 Reinsurance ceding commissions 46,742 23,517 Experience refunds on reinsurance agreements 46,163 2,456 Reinsurance recoverable $ 740,204 $ 431,990 |
REINSURANCE (Tables)
REINSURANCE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
Schedule of premiums earned | Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct policy premiums $ 1,660,832 $ 838,075 $ 3,317,253 $ 1,658,889 Assumed premiums 34,095 3,185 58,885 5,596 Direct and Assumed Policy Premiums 1,694,927 841,260 3,376,138 1,664,485 Risk adjustment (326,450) (117,333) (692,597) (330,459) Premiums before ceded reinsurance 1,368,477 723,927 2,683,541 1,334,026 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Total premiums earned $ 994,595 $ 528,159 $ 1,949,996 $ 896,696 The following table summarizes the amounts of direct policy premiums received directly from CMS as part of APTC and Medicare Advantage for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) APTC $ 1,397,753 $ 591,345 $ 2,792,256 $ 1,143,688 Medicare Advantage 15,254 10,379 28,306 19,503 Total paid by CMS $ 1,413,007 $ 601,724 $ 2,820,562 $ 1,163,191 The tables below present information for the Company's reinsurance arrangements accounted for under reinsurance accounting. The composition of total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total premiums earned in the consolidated statement of operations, is as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Reinsurance premiums ceded, gross $ (393,857) $ (239,253) $ (760,968) $ (504,040) Experience refunds 19,975 43,485 27,423 66,710 Reinsurance premiums ceded (373,882) (195,768) (733,545) (437,330) Reinsurance premiums assumed 34,095 3,185 58,885 5,596 Total reinsurance premiums (ceded) and assumed $ (339,787) $ (192,583) $ (674,660) $ (431,734) The Company records claims expense net of reinsurance recoveries. The following table reconciles the total claims expense to the net claims expense as presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Direct claims incurred $ 1,092,416 $ 598,904 $ 2,102,451 $ 1,056,123 Ceded reinsurance claims (316,332) (181,333) (616,043) (372,281) Assumed reinsurance claims 32,555 2,308 56,797 4,085 Total claims incurred, net $ 808,639 $ 419,879 $ 1,543,205 $ 687,927 The Company records selling, general and administrative expenses net of reinsurance ceding commissions. The following table reconciles total other insurance costs to the amount presented in the consolidated statement of operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Other insurance costs, gross $ 211,216 $ 115,256 $ 414,929 $ 214,399 Reinsurance ceding commissions (41,016) (20,466) (79,327) (39,772) Other insurance costs, net $ 170,200 $ 94,790 $ 335,602 $ 174,627 The Company classifies reinsurance recoverable within current assets on its consolidated balance sheets. The composition of the reinsurance recoverable balance is as follows: June 30, 2022 December 31, 2021 (in thousands) Ceded reinsurance claim recoverables $ 647,299 $ 406,017 Reinsurance ceding commissions 46,742 23,517 Experience refunds on reinsurance agreements 46,163 2,456 Reinsurance recoverable $ 740,204 $ 431,990 |
BUSINESS ARRANGEMENTS (Tables)
BUSINESS ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of variable interest entities | The following table presents the collective assets and liabilities of the Company's variable interest entities: June 30, 2022 December 31, 2021 (in thousands) Assets $ 136,869 $ 123,524 Liabilities $ 73,103 $ 70,165 |
RESTRICTED CASH AND RESTRICTE_2
RESTRICTED CASH AND RESTRICTED DEPOSITS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of restricted deposits | The restricted cash and cash equivalents and restricted investments presented below are included in “restricted deposits” in the accompanying consolidated balance sheets. June 30, 2022 December 31, 2021 (in thousands) Restricted cash and cash equivalents $ 21,789 $ 21,562 Restricted investments 5,390 6,523 Restricted Deposits $ 27,179 $ 28,085 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of investments | The following tables provide summaries of the Company's investments by major security type as of June 30, 2022 and December 31, 2021: June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 783,531 $ 149 $ (8,553) $ 775,127 Corporate notes 356,171 2 (6,141) 350,032 Commercial paper 34,381 — — 34,381 Municipalities 32,568 — (578) 31,990 Certificate of deposit 32,312 — — 32,312 Total $ 1,238,963 $ 151 $ (15,272) $ 1,223,842 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) U.S. treasury and agency securities $ 895,865 $ 34 $ (1,837) $ 894,062 Corporate notes 454,416 2 (1,746) 452,672 Municipalities 50,366 10 (140) 50,236 Certificate of deposit 21,370 — — 21,370 Commercial paper 13,222 — — 13,222 Total $ 1,435,239 $ 46 $ (3,723) $ 1,431,562 |
Summary of investments in a gross unrealized loss position | The following table summarizes those available-for-sale investments that have been in a continuous loss position for less than 12 months at June 30, 2022 and December 31, 2021. June 30, 2022 Number of Securities Fair Value Gross (in thousands) U.S. treasury and agency securities 97 $ 614,735 $ (8,553) Corporate notes 358 320,629 (5,777) Municipalities 73 $ 29,633 (539) Total 528 $ 964,997 $ (14,869) December 31, 2021 Number of Securities Fair Value Gross (in thousands) U.S. treasury and agency securities 108 $ 894,060 $ (1,837) Corporate notes 357 452,672 (1,746) Municipalities 108 50,236 (140) Total 573 $ 1,396,968 $ (3,723) |
Summary of contractual maturities of available-for-sale securities | The contractual maturities of available-for-sale securities as of June 30, 2022 are as follows: Amortized Cost Fair Value (in thousands) Due in one year or less $ 918,916 $ 909,006 Due after one year through five years 320,047 314,836 Total $ 1,238,963 $ 1,223,842 |
Summary of investment income | Net investment income was attributable to the following: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Interest income $ 2,385 $ 2,584 $ 3,082 $ 3,929 Investment discount amortization net of premium accretion (1,210) (1,987) (3,129) (3,062) Net realized gain (loss) 72 137 (509) 250 Total $ 1,247 $ 734 $ (556) $ 1,117 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured on recurring basis | The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Cash equivalents $ 58,137 $ 5,479 $ — $ 63,616 Investments U.S. treasury and agency securities $ — $ 775,127 $ — $ 775,127 Corporate notes — 350,032 — 350,032 Commercial paper — 34,381 — 34,381 Certificates of deposit — 32,312 — 32,312 Municipalities — 31,990 — 31,990 Restricted investments U.S. treasury securities $ — $ 5,390 $ 5,390 Total Assets $ 58,137 $ 1,234,711 $ — $ 1,292,848 December 31, 2021 Level 1 Level 2 Level 3 Total Assets (in thousands) Cash Equivalents $ 45,265 $ 1,001 $ — $ 46,266 Investments U.S. treasury and agency securities $ — $ 894,062 $ — $ 894,062 Corporate notes — 452,672 — 452,672 Municipalities — 50,236 — 50,236 Certificates of deposit — 21,370 — 21,370 Commercial paper — 13,222 — 13,222 Restricted Investments U.S. treasury securities $ — $ 6,523 $ — $ 6,523 Total Assets $ 45,265 $ 1,439,086 $ — $ 1,484,351 |
BENEFITS PAYABLE (Tables)
BENEFITS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following table provides a rollforward of the Company’s beginning and ending benefits payable and claims adjustment expenses ("CAE") payable balances for the six months ended June 30, 2022 and 2021: As of June 30, 2022 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 513,582 $ 9,101 $ 522,683 Less: Reinsurance recoverable 159,180 — 159,180 Benefits payable, beginning of the period, net $ 354,402 $ 9,101 $ 363,503 Claims incurred and CAE Current year $ 1,551,487 $ 88,266 $ 1,639,753 Prior years (8,282) — (8,282) Total claims incurred and CAE, net $ 1,543,205 $ 88,266 $ 1,631,471 Claims paid and CAE Current year $ 1,121,871 $ 72,590 $ 1,194,462 Prior years 178,064 9,101 187,165 Total claims and CAE paid, net $ 1,299,935 $ 81,691 $ 1,381,627 Benefits and CAE payable, end of period, net $ 597,671 $ 15,676 $ 613,347 Add: Reinsurance recoverable 282,856 — 282,856 Benefits and CAE payable, end of period $ 880,527 $ 15,676 $ 896,203 As of June 30, 2021 Benefits Payable Unallocated Claims Total (in thousands) Benefits payable, beginning of the period $ 311,914 $ 5,509 $ 317,424 Less: Reinsurance recoverable 132,658 — 132,658 Benefits payable, beginning of the period, net $ 179,256 $ 5,509 $ 184,766 Claims incurred and CAE Current year $ 692,151 $ 32,138 $ 724,289 Prior years (4,224) — (4,224) Total claims incurred and CAE, net $ 687,927 $ 32,138 $ 720,065 Claims paid and CAE Current year $ 492,042 $ 24,918 $ 516,960 Prior years 79,797 5,509 85,306 Total claims and CAE paid, net $ 571,839 $ 30,427 $ 602,266 Benefits and CAE payable, end of period, net $ 295,344 $ 7,221 $ 302,565 Add: Reinsurance recoverable 111,978 — 111,978 Benefits and CAE payable, end of period $ 407,322 $ 7,221 $ 414,543 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt interest expense | The following table presents the interest expense indicating an effective interest rate of 7.61% over the term of the 2031 Notes: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands) Coupon interest expense $ 5,529 $ — $ 9,214 $ — Amortization of debt discount and issuance costs 194 — 324 — Total interest expense $ 5,723 $ — $ 9,538 $ — |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table presents the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in thousands, except share and per share data) Numerator : Net loss attributable to Oscar Health, Inc $ (112,164) $ (73,323) $ (187,316) $ (162,204) Denominator : Weighted average shares of common stock outstanding, basic and diluted 211,311,494 207,478,268 210,930,686 148,505,273 Net loss per share attributable to Oscar Health, Inc., basic and diluted $ (0.53) $ (0.35) $ (0.89) $ (1.09) |
Schedule of antidilutive securities excluded from computation | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share attributable to Oscar Health, Inc. because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2022 June 30, 2021 Stock options to purchase common stock 31,000,627 36,756,495 Restricted stock units 18,434,621 2,891,580 Performance-based restricted stock units 6,966,861 6,344,779 Shares underlying convertible notes (Note 10) 36,652,491 — Total 93,054,600 45,992,854 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Effects of Reinsurance [Line Items] | |||||
Direct policy premiums | $ 1,660,832 | $ 838,075 | $ 3,317,253 | $ 1,658,889 | |
Assumed premiums | 34,095 | 3,185 | 58,885 | 5,596 | |
Direct and Assumed Policy Premiums | 1,694,927 | 841,260 | 3,376,138 | 1,664,485 | |
Risk adjustment | (326,450) | (117,333) | (692,597) | (330,459) | |
Premiums before ceded reinsurance | 1,368,477 | 723,927 | 2,683,541 | 1,334,026 | |
Reinsurance premiums ceded | (373,882) | (195,768) | (733,545) | (437,330) | |
Premiums earned | 994,595 | 528,159 | 1,949,996 | 896,696 | |
Receivables from contracts with customers | 13,500 | 13,500 | $ 2,800 | ||
CMS | |||||
Effects of Reinsurance [Line Items] | |||||
Direct policy premiums | 1,413,007 | 601,724 | 2,820,562 | 1,163,191 | |
CMS | APTC | |||||
Effects of Reinsurance [Line Items] | |||||
Direct policy premiums | 1,397,753 | 591,345 | 2,792,256 | 1,143,688 | |
CMS | Medicare Advantage | |||||
Effects of Reinsurance [Line Items] | |||||
Direct policy premiums | $ 15,254 | $ 10,379 | $ 28,306 | $ 19,503 |
REINSURANCE (Details)
REINSURANCE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Premiums Earned, Net [Abstract] | |||||
Reinsurance premiums ceded, gross | $ (393,857) | $ (239,253) | $ (760,968) | $ (504,040) | |
Experience refunds | 19,975 | 43,485 | 27,423 | 66,710 | |
Reinsurance premiums ceded | (373,882) | (195,768) | (733,545) | (437,330) | |
Assumed premiums | 34,095 | 3,185 | 58,885 | 5,596 | |
Total reinsurance premiums (ceded) and assumed | (339,787) | (192,583) | (674,660) | (431,734) | |
Policyholder Benefits and Claims Incurred, Net [Abstract] | |||||
Direct claims incurred | 1,092,416 | 598,904 | 2,102,451 | 1,056,123 | |
Ceded reinsurance claims | (316,332) | (181,333) | (616,043) | (372,281) | |
Assumed reinsurance claims | 32,555 | 2,308 | 56,797 | 4,085 | |
Total claims incurred, net | 808,639 | 419,879 | 1,543,205 | 687,927 | |
Other Insurance Cost, Net [Abstract] | |||||
Other insurance costs, gross | 211,216 | 115,256 | 414,929 | 214,399 | |
Reinsurance ceding commissions | (41,016) | (20,466) | (79,327) | (39,772) | |
Other insurance costs, net | 170,200 | $ 94,790 | 335,602 | $ 174,627 | |
Reinsurance Recoverables, Including Reinsurance Premium Paid [Abstract] | |||||
Ceded reinsurance claim recoverables | 647,299 | 647,299 | $ 406,017 | ||
Reinsurance ceding commissions | 46,742 | 46,742 | 23,517 | ||
Experience refunds on reinsurance agreements | 46,163 | 46,163 | 2,456 | ||
Reinsurance recoverable | $ 740,204 | $ 740,204 | $ 431,990 |
BUSINESS ARRANGEMENTS - Narrati
BUSINESS ARRANGEMENTS - Narrative (Details) - Oscar Health subsidiary | Jun. 30, 2022 |
Variable Interest Entity [Line Items] | |
NCI ownership by noncontrolling interest | 50% |
Holy Cross Health and Memorial Healthcare System | |
Variable Interest Entity [Line Items] | |
NCI ownership by parent | 50% |
BUSINESS ARRANGEMENTS - Variabl
BUSINESS ARRANGEMENTS - Variable interest entities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Assets | $ 4,751,167 | $ 3,321,650 |
Liabilities | 3,502,764 | 1,929,128 |
Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | 136,869 | 123,524 |
Liabilities | $ 73,103 | $ 70,165 |
RESTRICTED CASH AND RESTRICTE_3
RESTRICTED CASH AND RESTRICTED DEPOSITS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash and cash equivalents | $ 21,789 | $ 21,562 |
Restricted investments | 5,390 | 6,523 |
Restricted Deposits | $ 27,179 | $ 28,085 |
INVESTMENTS - Summary of invest
INVESTMENTS - Summary of investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,238,963 | $ 1,435,239 |
Unrealized Gains | 151 | 46 |
Unrealized Losses | (15,272) | (3,723) |
Fair Value | 1,223,842 | 1,431,562 |
U.S. treasury and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 783,531 | 895,865 |
Unrealized Gains | 149 | 34 |
Unrealized Losses | (8,553) | (1,837) |
Fair Value | 775,127 | 894,062 |
Corporate notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 356,171 | 454,416 |
Unrealized Gains | 2 | 2 |
Unrealized Losses | (6,141) | (1,746) |
Fair Value | 350,032 | 452,672 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 34,381 | 13,222 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 34,381 | 13,222 |
Municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 32,568 | 50,366 |
Unrealized Gains | 0 | 10 |
Unrealized Losses | (578) | (140) |
Fair Value | 31,990 | 50,236 |
Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 32,312 | 21,370 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 32,312 | $ 21,370 |
INVESTMENTS - Summary of inve_2
INVESTMENTS - Summary of investments in a gross unrealized loss position (Details) $ in Thousands | Jun. 30, 2022 USD ($) security | Dec. 31, 2021 USD ($) security |
Debt Securities, Available-for-sale [Line Items] | ||
Number of Securities | security | 528 | 573 |
Fair Value | $ 964,997 | $ 1,396,968 |
Gross Unrealized Losses | $ (14,869) | $ (3,723) |
U.S. treasury and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Number of Securities | security | 97 | 108 |
Fair Value | $ 614,735 | $ 894,060 |
Gross Unrealized Losses | $ (8,553) | $ (1,837) |
Corporate notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Number of Securities | security | 358 | 357 |
Fair Value | $ 320,629 | $ 452,672 |
Gross Unrealized Losses | $ (5,777) | $ (1,746) |
Municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Number of Securities | security | 73 | 108 |
Fair Value | $ 29,633 | $ 50,236 |
Gross Unrealized Losses | $ (539) | $ (140) |
INVESTMENTS - Summary of contra
INVESTMENTS - Summary of contractual maturities of available-for-sale securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 918,916 | |
Due after one year through five years | 320,047 | |
Amortized Cost | 1,238,963 | $ 1,435,239 |
Fair Value | ||
Due in one year or less | 909,006 | |
Due after one year through five years | 314,836 | |
Fair Value | $ 1,223,842 | $ 1,431,562 |
INVESTMENTS - Summary of inve_3
INVESTMENTS - Summary of investment income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Interest income | $ 2,385 | $ 2,584 | $ 3,082 | $ 3,929 |
Investment amortization, net of accretion | (1,210) | (1,987) | (3,129) | (3,062) |
Net realized gain (loss) | 72 | 137 | (509) | 250 |
Total | $ 1,247 | $ 734 | $ (556) | $ 1,117 |
FAIR VALUE - Schedule of assets
FAIR VALUE - Schedule of assets and liabilities measured on recurring basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 1,223,842 | $ 1,431,562 |
U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 775,127 | 894,062 |
Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 350,032 | 452,672 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 34,381 | 13,222 |
Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 32,312 | 21,370 |
Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 31,990 | 50,236 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 63,616 | 46,266 |
Total Assets | 1,292,848 | 1,484,351 |
Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 775,127 | 894,062 |
Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 350,032 | 452,672 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 34,381 | 13,222 |
Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 32,312 | 21,370 |
Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 31,990 | 50,236 |
Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 5,390 | 6,523 |
Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 58,137 | 45,265 |
Total Assets | 58,137 | 45,265 |
Level 1 | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 0 | 0 |
Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,479 | 1,001 |
Total Assets | 1,234,711 | 1,439,086 |
Level 2 | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 775,127 | 894,062 |
Level 2 | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 350,032 | 452,672 |
Level 2 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 34,381 | 13,222 |
Level 2 | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 32,312 | 21,370 |
Level 2 | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 31,990 | 50,236 |
Level 2 | Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 5,390 | 6,523 |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Level 3 | Recurring | U.S. treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Recurring | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Recurring | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Recurring | Municipalities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | $ 0 |
BENEFITS PAYABLE (Details)
BENEFITS PAYABLE (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||||
Benefits payable, beginning of period | $ 513,582 | $ 311,914 | ||
CAE payable, beginning of the period | 9,101 | 5,509 | ||
Benefits and CAE payable, beginning of period | 896,203 | 414,543 | $ 522,683 | $ 317,424 |
Less: Reinsurance recoverable | 159,180 | 132,658 | ||
Benefits payable, net reinsurance recoverable, beginning of period | 354,402 | 179,256 | ||
Benefits and CAE payable, net, beginning of period | 363,503 | 184,766 | ||
Benefits Payable | ||||
Current year | 1,551,487 | 692,151 | ||
Prior years | (8,282) | (4,224) | ||
Claims incurred | 1,543,205 | 687,927 | ||
Unallocated Claims Adjustment Expense | ||||
Current year | 88,266 | 32,138 | ||
Prior years | 0 | 0 | ||
Claims adjustment expense | 88,266 | 32,138 | ||
Total | ||||
Current year | 1,639,753 | 724,289 | ||
Prior years | (8,282) | (4,224) | ||
Total claims incurred and CAE, net | 1,631,471 | 720,065 | ||
Benefits Payable | ||||
Current year | 1,121,871 | 492,042 | ||
Prior years | 178,064 | 79,797 | ||
Claims paid | 1,299,935 | 571,839 | ||
Unallocated Claims Adjustment Expense | ||||
Current year | 72,590 | 24,918 | ||
Prior years | 9,101 | 5,509 | ||
CAE paid | 81,691 | 30,427 | ||
Total | ||||
Current year | 1,194,462 | 516,960 | ||
Prior years | 187,165 | 85,306 | ||
Total claims and CAE paid, net | 1,381,627 | 602,266 | ||
Benefits payable, net reinsurance recoverable, end of period | 597,671 | 295,344 | ||
CAE payable, end of the period | 15,676 | 7,221 | ||
Benefits and CAE payable, net, end of period | 613,347 | 302,565 | ||
Add: Reinsurance recoverable | 282,856 | 111,978 | ||
Benefits payable, end of period | 880,527 | 407,322 | ||
Benefits and CAE payable, end of period | $ 896,203 | $ 414,543 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 21, 2021 USD ($) | Oct. 30, 2020 USD ($) | Feb. 28, 2022 USD ($) tradingDay $ / shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Debt repayment | $ 0 | $ 153,173,000 | ||||||
Debt extinguishment loss | $ 0 | $ 0 | 0 | 20,178,000 | ||||
Debt prepayment cost | 0 | $ 12,994,000 | ||||||
Convertible debt | 7.25% Convertible Senior Notes Due 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 305,000,000 | |||||||
Stated interest rate | 7.25% | |||||||
Conversion ratio | 0.1201721 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 8.32 | |||||||
Threshold percentage of stock price trigger | 200% | |||||||
Threshold trading days | tradingDay | 20 | |||||||
Threshold consecutive trading days | tradingDay | 30 | |||||||
Long-term debt, net | 297,600,000 | 297,600,000 | ||||||
Unamortized debt discount and debt issuance costs | 7,400,000 | 7,400,000 | ||||||
Long-term debt, fair value | $ 233,000,000 | $ 233,000,000 | ||||||
Effective interest rate | 7.61% | 7.61% | ||||||
Line of credit | Revolving credit facility | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||
Borrowing capacity, increase limit | $ 50,000,000 | |||||||
Commitment fee | 0.50% | |||||||
Line of credit outstanding | $ 0 | $ 0 | ||||||
Line of credit | Revolving credit facility | LIBOR | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
Line of credit | Revolving credit facility | Alternative Base Rate | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Line of credit | Revolving credit facility | Fed funds effective rate | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Line of credit | Revolving credit facility | LIBOR | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1% | |||||||
Loan payable | Facility Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 150,000,000 | |||||||
Interest rate during period | 12.75% | |||||||
Debt repayment | $ 153,200,000 | |||||||
Paid-in-kind interest | 3,200,000 | |||||||
Debt extinguishment loss | 20,200,000 | |||||||
Debt prepayment cost | 13,000,000 | |||||||
Unamortized debt discount and issuance costs written off | $ 7,200,000 | |||||||
Loan payable | LIBOR | Facility Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 11.75% |
LONG-TERM DEBT - Schedule of de
LONG-TERM DEBT - Schedule of debt interest expense (Details) - 7.25% Convertible Senior Notes Due 2031 - Convertible debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Coupon interest expense | $ 5,529 | $ 0 | $ 9,214 | $ 0 |
Amortization of debt discount and issuance costs | 194 | 0 | 324 | 0 |
Total interest expense | $ 5,723 | $ 0 | $ 9,538 | $ 0 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss attributable to Oscar Health, Inc | $ (112,164) | $ (73,323) | $ (187,316) | $ (162,204) |
Denominator: | ||||
Weighted average common shares outstanding, basic | 211,311,494 | 207,478,268 | 210,930,686 | 148,505,273 |
Weighted-average common shares outstanding, diluted | 211,311,494 | 207,478,268 | 210,930,686 | 148,505,273 |
Earnings (Loss) per Share | ||||
Net loss per share, basic (in dollars per share) | $ (0.53) | $ (0.35) | $ (0.89) | $ (1.09) |
Net loss per share, diluted (in dollars per share) | $ (0.53) | $ (0.35) | $ (0.89) | $ (1.09) |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of antidilutive securities excluded from computation (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 93,054,600 | 45,992,854 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 31,000,627 | 36,756,495 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 18,434,621 | 2,891,580 |
Performance-based restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 6,966,861 | 6,344,779 |
Shares underlying convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 36,652,491 | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 03, 2022 |
Affiliated enties | Investors’ Rights Agreement | |
Related Party Transaction [Line Items] | |
Agreement term (up to) | 5 years |