Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39252 | |
Entity Registrant Name | CLOVER HEALTH INVESTMENTS, CORP. /DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1515192 | |
Entity Address, Address Line One | 3401 Mallory Lane | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Franklin | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37067 | |
City Area Code | 201 | |
Local Phone Number | 432-2133 | |
Title of 12(g) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | CLOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001801170 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 383,247,718 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 94,395,168 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 324,471 | $ 299,968 |
Short-term investments | 104,005 | 293,851 |
Investment securities, available-for-sale (Amortized cost: 2022: $80,608; 2021: $21,142) | 79,997 | 21,131 |
Investment securities, held-to-maturity (Fair value: 2022: $0; 2021: $307) | 0 | 305 |
Accrued retrospective premiums | 34,768 | 34,923 |
Other receivables | 14,485 | 14,282 |
Healthcare receivable | 77,967 | 48,042 |
Non-Insurance performance year receivable | 1,164,682 | 0 |
Surety bonds and deposits | 14,756 | 12,613 |
Prepaid expenses | 20,266 | 9,409 |
Other assets, current | 25,649 | 18,022 |
Total current assets | 1,861,046 | 752,546 |
Investment securities, available-for-sale (Amortized cost: 2022: $181,788; 2021: $177,527) | 174,046 | 175,604 |
Investment securities, held-to-maturity (Fair value: 2022: $361; 2021: $364) | 351 | 335 |
Equity method investment | 1,950 | 0 |
Property and equipment, net | 2,376 | 2,287 |
Operating lease right-of-use assets | 4,496 | 5,367 |
Goodwill and other intangible assets | 4,233 | 4,233 |
Other assets, non-current | 14,708 | 10,432 |
Total assets | 2,063,206 | 950,804 |
Current liabilities | ||
Unpaid claims | 160,151 | 138,604 |
Due to related parties, net | 1,536 | 2,320 |
Non-Insurance performance year obligation, current | 1,214,312 | 36,891 |
Non-Insurance payable | 120,365 | 37,773 |
Accounts payable and accrued expenses | 30,108 | 28,129 |
Accrued salaries and benefits | 14,696 | 15,147 |
Operating lease liabilities | 2,073 | 3,059 |
Premium deficiency reserve | 55,314 | 110,628 |
Other liabilities, current | 111 | 73 |
Total current liabilities | 1,598,666 | 372,624 |
Notes and securities payable, net of discounts and deferred issuance costs | 19,956 | 19,938 |
Long-term operating lease liabilities | 4,594 | 4,830 |
Other liabilities, non-current | 13,068 | 14,095 |
Total liabilities | 1,636,284 | 411,487 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Additional paid-in capital | 2,237,648 | 2,154,187 |
Accumulated other comprehensive loss | (8,353) | (1,934) |
Accumulated deficit | (1,796,228) | (1,616,738) |
Less: Treasury stock, at cost; 1,931,537 and 14,730 shares held as of June 30, 2022, and December 31, 2021, respectively | (6,191) | (147) |
Total stockholders’ equity (deficit) | 426,922 | 535,414 |
Noncontrolling interest | 0 | 3,903 |
Total stockholders' equity | 426,922 | 539,317 |
Total liabilities and stockholders' equity | 2,063,206 | 950,804 |
Common Class A | ||
Stockholders' equity | ||
Common stock, value | 37 | 34 |
Common Class B | ||
Stockholders' equity | ||
Common stock, value | $ 9 | $ 12 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investment securities, available-for sale, Amortized cost current | $ 80,608 | $ 21,142 |
Investment securities, held-to-maturity, Fair value current | 0 | 307 |
Investment securities, available-for sale, Amortized cost noncurrent | 181,788 | 177,527 |
Investment securities, held-to-maturity, Fair value noncurrent | $ 361 | $ 364 |
Treasury stock, shares held (in shares) | 1,931,537 | 14,730 |
Common Class A | ||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 |
Common stock, shares, issued (in shares) | 383,008,614 | 352,645,626 |
Common stock, shares, outstanding (in shares) | 383,008,614 | 352,645,626 |
Common Class B | ||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 94,395,168 | 118,206,768 |
Common stock, shares, outstanding (in shares) | 94,395,168 | 118,206,768 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenues: | |||||
#REF! | $ 268,505 | $ 195,357 | $ 546,674 | $ 394,733 | |
Non-Insurance revenue | 577,370 | 216,373 | 1,172,268 | 216,373 | |
Other income | 825 | 742 | 2,137 | 1,691 | |
Total revenues | 846,700 | 412,472 | 1,721,079 | 612,797 | |
Operating expenses: | |||||
Net medical claims incurred | 858,786 | 458,503 | 1,720,508 | 672,923 | |
Salaries and benefits | 70,491 | 62,167 | 139,582 | 128,191 | |
General and administrative expenses | 47,040 | 45,646 | 104,737 | 84,264 | |
Premium deficiency reserve (benefit) expense | (27,657) | 27,900 | (55,314) | 27,900 | |
Depreciation and amortization | 586 | 118 | 1,412 | 278 | |
Other expense | 0 | 0 | 0 | 191 | |
Total operating expenses | 949,246 | 594,334 | 1,910,925 | 913,747 | |
Loss from operations | (102,546) | (181,862) | (189,846) | (300,950) | |
Change in fair value of warrants payable | 0 | 134,512 | 0 | 49,006 | |
Interest expense | 390 | 1,211 | 793 | 2,386 | |
Amortization of notes and securities discounts | 18 | 26 | 18 | 13,686 | |
Loss (gain) on investment | (1,227) | 0 | 11,167 | 0 | |
Net loss | $ (104,181) | $ (317,611) | $ (179,490) | $ (366,028) | |
Per share data: | |||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.22) | $ (0.78) | $ (0.38) | $ (0.93) |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.22) | $ (0.78) | $ (0.38) | $ (0.93) |
Weighted average number of common shares outstanding | |||||
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | [1] | 476,061,809 | 408,156,682 | 474,553,609 | 395,422,849 |
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | [1] | 476,061,809 | 408,156,682 | 474,553,609 | 395,422,849 |
Net unrealized (loss) gain on available-for-sale investments | $ (1,095) | $ 70 | $ (6,419) | $ (423) | |
Comprehensive loss | $ (105,276) | $ (317,541) | $ (185,909) | $ (366,451) | |
[1]Because the Company had a net loss during the three and six months ended June 30, 2022 and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Ceded premiums | $ 119 | $ 126 | $ 238 | $ 250 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Legacy Warrants | Common Stock | Common Stock RSUs | Common Stock PRSUs | Common Stock Legacy Warrants | Treasury Stock | Additional paid-in capital | Additional paid-in capital Legacy Warrants | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling interest |
Beginning balance (in shares) at Dec. 31, 2020 | 139,444,346 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 447,747 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Preferred stock conversion (in shares) | (139,444,346) | |||||||||||
Preferred stock conversion | $ (447,747) | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 89,206,266 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||
Beginning balance at Dec. 31, 2020 | (613,193) | $ 9 | $ 0 | $ 411,867 | $ (1,028,982) | $ 10 | $ 3,903 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 761,480 | |||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 1,282 | 1,282 | ||||||||||
Stock-based compensation | 42,713 | 42,713 | ||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | (493) | (493) | ||||||||||
Preferred stock conversion (in shares) | 139,444,346 | |||||||||||
Preferred stock conversion | 447,747 | $ 14 | 447,733 | |||||||||
Issuance of common stock related to exercises of warrants (in shares) | 7,205,490 | |||||||||||
Issuance of common stock related to exercises of legacy warrants | $ 97,782 | $ 1 | $ 97,781 | |||||||||
Convertible debt conversion and other issuances (in shares) | 75,084,703 | |||||||||||
Convertible debt conversion and other issuances | 16,059 | $ 7 | 16,052 | |||||||||
Issuance of Common Stock in connection with Business Combination and PIPE offering (in shares) | 96,398,800 | |||||||||||
Issuance of common stock in connection with Business Combination and PIPE offering | 666,242 | $ 10 | 666,232 | |||||||||
Capital contribution for extinguishment of debt | 126,795 | 126,795 | ||||||||||
Acquisition of Public and Private Placement Warrants | (147,582) | (147,582) | ||||||||||
Net loss | (48,417) | (48,417) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 408,101,085 | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 588,935 | $ 41 | $ 0 | 1,662,873 | (1,077,399) | (483) | 3,903 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 139,444,346 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 447,747 | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 89,206,266 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||
Beginning balance at Dec. 31, 2020 | (613,193) | $ 9 | $ 0 | 411,867 | (1,028,982) | 10 | 3,903 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | (423) | |||||||||||
Derecognition of noncontrolling interest | 0 | |||||||||||
Net loss | (366,028) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 408,305,451 | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 314,855 | $ 41 | $ 0 | 1,706,334 | (1,395,010) | (413) | 3,903 | |||||
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 | 408,101,085 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||
Beginning balance at Mar. 31, 2021 | 588,935 | $ 41 | $ 0 | 1,662,873 | (1,077,399) | (483) | 3,903 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 204,366 | |||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 435 | 435 | ||||||||||
Stock-based compensation | 43,026 | 43,026 | ||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | 70 | 70 | ||||||||||
Net loss | (317,611) | (317,611) | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 408,305,451 | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 314,855 | $ 41 | $ 0 | 1,706,334 | (1,395,010) | (413) | 3,903 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 470,852,394 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 14,730 | 14,730 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 539,317 | $ 46 | $ (147) | 2,154,187 | (1,616,738) | (1,934) | 3,903 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 151,620 | |||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 331 | 331 | ||||||||||
Stock-based compensation | 40,640 | 40,640 | ||||||||||
Vested restricted stock units (in shares) | 2,074,756 | 8,951 | ||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | (5,324) | (5,324) | ||||||||||
Treasury stock acquired (in shares) | 1,879,063 | |||||||||||
Treasury stock acquired | (5,939) | $ (5,939) | ||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 214,797 | |||||||||||
Derecognition of noncontrolling interest | (3,903) | (3,903) | ||||||||||
Net loss | (75,309) | (75,309) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 473,302,518 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,893,793 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 489,813 | $ 46 | $ (6,086) | 2,195,158 | (1,692,047) | (7,258) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 470,852,394 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 14,730 | 14,730 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 539,317 | $ 46 | $ (147) | 2,154,187 | (1,616,738) | (1,934) | 3,903 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | (6,419) | |||||||||||
Derecognition of noncontrolling interest | (3,903) | |||||||||||
Net loss | $ (179,490) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 477,403,782 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,931,537 | 1,931,537 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 426,922 | $ 46 | $ (6,191) | 2,237,648 | (1,796,228) | (8,353) | 0 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||
Beginning balance at Mar. 31, 2022 | $ 0 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 473,302,518 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,893,793 | |||||||||||
Beginning balance at Mar. 31, 2022 | 489,813 | $ 46 | $ (6,086) | 2,195,158 | (1,692,047) | (7,258) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 4,016,336 | |||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 563 | 563 | ||||||||||
Stock-based compensation | 41,927 | 41,927 | ||||||||||
Vested restricted stock units (in shares) | 84,928 | |||||||||||
Unrealized holdings gain (loss) on investment securities, available-for-sale | (1,095) | (1,095) | ||||||||||
Treasury stock acquired (in shares) | 37,744 | |||||||||||
Treasury stock acquired | (105) | $ (105) | ||||||||||
Net loss | $ (104,181) | (104,181) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 477,403,782 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,931,537 | 1,931,537 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 426,922 | $ 46 | $ (6,191) | $ 2,237,648 | $ (1,796,228) | $ (8,353) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (179,490) | $ (366,028) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,412 | 278 |
Amortization of notes and securities discounts and debt issuance costs | 18 | 13,686 |
Stock-based compensation expense | 82,567 | 85,739 |
Change in fair value of warrants payable and amortization of warrants | 0 | 49,006 |
Accretion, net of amortization | (35) | 87 |
Net realized losses on investment securities | 16 | 63 |
Gain on investment | (11,167) | 0 |
Premium deficiency reserve (benefit) expense | (55,314) | 27,900 |
Changes in operating assets and liabilities: | ||
Accrued retrospective premiums | 155 | (2,390) |
Other receivables | (203) | (12,289) |
Performance year receivable | 12,739 | 0 |
Surety bonds and deposits | (2,143) | (15,578) |
Prepaid expenses | (10,857) | (6,705) |
Other assets | (7,529) | (4,600) |
Healthcare receivables | (29,925) | 6,887 |
Operating lease right-of-use assets | 1,513 | 1,720 |
Unpaid claims | 20,763 | 28,752 |
Accounts payable and accrued expenses | 1,979 | (1,978) |
Accrued salaries and benefits | (451) | 6,272 |
Other liabilities | (989) | 870 |
Performance year obligation | 0 | 18,809 |
Non-Insurance payable | 82,592 | 14,530 |
Operating lease liabilities | (1,864) | (2,055) |
Net cash used in operating activities | (96,213) | (157,024) |
Cash flows from investing activities: | ||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (169,889) | (323,451) |
Proceeds from sales of short-term investments and available-for-sale securities | 5,881 | 36,865 |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 290,455 | 200,265 |
Purchases of property and equipment | (331) | (290) |
Acquisition of Character Biosciences, Inc. Series A preferred shares | (250) | 0 |
Net cash provided by (used in) investing activities | 125,866 | (86,611) |
Cash flows from financing activities: | ||
Payment of notes payable principal | 0 | (30,925) |
Issuance of common stock, net of early exercise liability | 894 | 1,717 |
Proceeds from reverse recapitalization, net of transaction costs | 0 | 666,242 |
Treasury stock acquired | (6,044) | 0 |
Net cash (used in) provided by financing activities | (5,150) | 637,034 |
Net increase in cash and cash equivalents | 24,503 | 393,399 |
Cash and cash equivalents, beginning of period | 299,968 | 92,348 |
Cash and cash equivalents, end of period | 324,471 | 485,747 |
Supplemental cash flow disclosures | ||
Cash paid during the period for interest | 0 | 1,677 |
Supplemental disclosure of non-cash activities | ||
Performance year receivable | (1,177,421) | (436,334) |
Performance year obligation | 1,177,421 | 436,334 |
Conversion of preferred stock to common stock | 0 | 447,747 |
Issuance of common stock related to convertible debt | 0 | 16,059 |
Capital contribution for extinguishment of debt | 0 | 126,795 |
Issuance of common stock related to warrants exercised | 0 | 97,782 |
Acquisition of public and private Warrants | 0 | 147,582 |
Right-of-use assets obtained in exchange for lease liabilities | 642 | 204 |
Recognition of equity method investments and preferred stock | 8,644 | 0 |
Derecognition of noncontrolling interest | 3,903 | 0 |
Conversion of Character Biosciences, Inc. convertible note to preferred stock | $ 250 | $ 0 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Company") is singularly focused on creating great, sustainable healthcare to improve every life. Clover has centered its strategy on building and deploying technology through its flagship software platform, Clover Assistant, to help America’s seniors receive better care at lower costs. Clover provides affordable, high-quality Medicare Advantage ("MA") plans, including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans, through its regulated insurance subsidiaries. The Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC, began participating as a Direct Contracting Entity ("DCE") in the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, through which the Company provides care to aligned Original Medicare beneficiaries (the "Non-Insurance Beneficiaries"). Medical Service Professionals of NJ, LLC, houses Clover's employed physicians and the related support staff for Clover's in-home care program. Clover's administrative functions and insurance operations are primarily operated by its Clover Health, LLC and Clover Health Labs, LLC subsidiaries. Clover's approach is to combine technology, data analytics, and preventive care to lower costs and increase the quality of health and life of Medicare beneficiaries. Clover's technology platform is designed to use machine learning-powered systems to deliver data and insights to physicians at the point of care in order to improve outcomes for beneficiaries and drive down costs. Clover's MA plans generally provide access to a wide network of primary care providers, specialists, and hospitals, enabling its members to see any doctor participating in Medicare willing to accept them. Clover focuses on minimizing members' out-of-pocket costs and offers many plans that allow members to pay the same co-pays for primary care provider visits regardless of whether their physician is in- or out-of-network. Through its Non-Insurance operations, the Company assumes full risk (i.e., 100.0% shared savings and shared losses) for the total cost of care of aligned Non-Insurance Beneficiaries, empowers providers with Clover Assistant, and offers a variety of programs aimed at reducing expenditures and preserving or enhancing the quality of care for Non-Insurance Beneficiaries. For additional information related to the Company's Non-Insurance operations, see Note 16 in this report. Clover was originally incorporated as a Cayman Islands exempted company on October 18, 2019, as a special purpose acquisition company under the name Social Capital Hedosophia Holdings Corp. III ("SCH"). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Corp., a corporation originally incorporated on July 17, 2014, in the state of Delaware ("Legacy Clover"). Pursuant to the Merger Agreement, and a favorable vote of SCH's stockholders at an extraordinary general meeting on January 6, 2021 (the "Special Meeting"), on January 7, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of SCH ("Merger Sub"), merged with and into Legacy Clover. The separate corporate existence of Merger Sub ceased, Legacy Clover survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "Business Combination"). The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Under the guidance in Accounting Standards Codification ("ASC") 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover Health Investments, Corp., as the parent company of the combined business, is the successor Securities and Exchange Commission ("SEC") registrant, meaning that Legacy Clover's financial statements for previous periods are disclosed in periodic reports filed with the SEC. The Business Combination has had and will have a significant impact on the Company's future reported financial position and results as a consequence of the reverse recapitalization. The Business Combination closed on January 7, 2021, and on the following day the Company's Class A Common Stock and then outstanding public warrants were listed on the Nasdaq Global Select Market ("Nasdaq") under the symbols "CLOV" and "CLOVW," respectively, for trading in the public market. For additional information, see Note 1 (Organization and Operations) and Note 3 (Business Combination) included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The Company's interim condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2021 Form 10-K. Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance. Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the financial statements. Accordingly, a liability for the performance guarantee was recorded on the Condensed Consolidated Balance Sheet. Each month, as the performance guarantee is fulfilled, the guarantee is amortized on a straight-line basis for the amount that represents the completed performance. With respect to each performance year in which the DCE is a participant, the final consideration due to the DCE from CMS ("shared savings") or the consideration due to CMS from the DCE ("shared loss") is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The DCE has entered into a surety bond agreement with CMS and a third-party surety to cover the reserve requirement of fifty percent. The reserve requirement is determined by CMS. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded as other assets on the Condensed Consolidated Balance Sheet and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded in general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. As of June 30, 2022, and December 31, 2021, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve. For the three and six months ended June 30, 2022, charges related to deferred acquisition costs of $1.9 million and $13.7 million, respectively, were recognized in general and administrative expenses. For the three and six months ended June 30, 2021, charges related to deferred acquisition costs of $6.7 million and $8.5 million, respectively, were recognized in general and administrative expenses. COVID-19 The societal and economic impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and its variants are continuing to evolve, and the ultimate impact on the Company's business, results of operations, financial condition, and cash flows is uncertain and difficult to predict. The global pandemic has severely impacted businesses worldwide, including many in the health insurance sector. In response to the pandemic, the Company has implemented additional steps related to its care delivery, member support, and internal policies and operations. Recent accounting pronouncements Accounting pronouncements effective in future periods In August 2018, the FASB issued ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, which was subsequently amended by ASU 2019-09, Financial Services—Insurance (Topic 944): Effective Date and ASU 2020-11, Financial Services—Insurance (Topic 944): Effective Date and Early Application . ASU 2020-11 was issued in consideration of the implications of COVID-19 and to provide transition relief and additional time for implementation by deferring the effective date by one year. The amendments in ASU 2018-12 make changes to a variety of areas to simplify or improve the existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. The amendments require insurers to annually review the assumptions they make about their policyholders and update the liabilities for future policy benefits if the assumptions change. The amendments also simplify the amortization of deferred acquisition costs and add new disclosure requirements about the assumptions used to measure liabilities and the potential impact to future cash flows. The amendments related to the liability for future policy benefits for traditional and limited-payment contracts and deferred acquisition costs are to be applied to contracts in force as of the beginning of the earliest period presented, with an option to apply such amendments retrospectively with a cumulative-effect adjustment to the opening balance of retained earnings as of the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for public entities beginning after December 15, 2022. The Company is currently evaluating the effects the adoption of ASU 2018-12 and ASU 2020-11 will have on its financial statements. |
Investment Securities
Investment Securities | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities The following tables present amortized cost and fair values of investments as of June 30, 2022, and December 31, 2021, respectively: June 30, 2022 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 351 $ 36 $ (26) $ 361 Investment securities, available-for-sale U.S. government and government agencies and authorities 241,182 29 (8,372) 232,839 Corporate debt securities 21,214 8 (18) 21,204 Total investment securities $ 262,747 $ 73 $ (8,416) $ 254,404 December 31, 2021 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 640 $ 40 $ (9) $ 671 Investment securities, available-for-sale U.S. government and government agencies and authorities 198,669 10 (1,944) 196,735 Total investment securities $ 199,309 $ 50 $ (1,953) $ 197,406 The following table presents the amortized cost and fair value of debt securities as of June 30, 2022, by contractual maturity: June 30, 2022 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ — $ — $ 80,608 $ 79,997 Due after one year through five years 241 215 181,788 174,046 Due after five years through ten years — — — — Due after ten years 110 146 — — Total $ 351 $ 361 $ 262,396 $ 254,043 For the three and six months ended June 30, 2022 and 2021, respectively, net investment income, which is included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Cash and cash equivalents $ 136 $ — $ 138 $ — Short-term investments 50 40 121 77 Investment securities 277 37 514 84 Investment income, net $ 463 $ 77 $ 773 $ 161 Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at June 30, 2022, and December 31, 2021: June 30, 2022 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 189,720 $ (6,114) $ 28,462 $ (2,284) $ 218,182 $ (8,398) Corporate debt securities 11,377 (18) — — 11,377 (18) Total $ 201,097 $ (6,132) $ 28,462 $ (2,284) $ 229,559 $ (8,416) Number of positions 33 8 41 December 31, 2021 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 187,251 $ (1,555) $ 7,902 $ (398) $ 195,153 $ (1,953) Total $ 187,251 $ (1,555) $ 7,902 $ (398) $ 195,153 $ (1,953) Number of positions 18 4 22 The Company did not record any credit allowances for debt securities that were in an unrealized loss position as of June 30, 2022, and December 31, 2021. As of June 30, 2022, all securities were investment grade, with credit ratings of BBB+ or higher by S&P Global or as determined by other credit rating agencies within the Company's investment policy. Unrealized losses on investment grade securities are principally related to changes in interest rates or changes in issuer or sector related credit spreads since the securities were acquired. The gross unrealized investment losses as of June 30, 2022, were assessed, based on, among other things: • The relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an impairment loss; • The absence of compelling evidence that would cause the Company to call into question the financial condition or near-term prospects of the issuer of the applicable security; and • The Company's ability and intent to hold the applicable security for a period of time sufficient to allow for any anticipated recovery. Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three and six months ended June 30, 2022 and 2021, respectively: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Proceeds from sales of investment securities $ 5,881 $ 19,598 $ 5,881 $ 36,865 Proceeds from maturities of investment securities 140,455 200,000 290,455 200,265 Gross realized gains 5 1 5 17 Gross realized losses (21) (3) (21) (80) Net realized losses $ (16) $ (2) $ (16) $ (63) As of June 30, 2022, and December 31, 2021, the Company had $14.2 million and $11.1 million, respectively, in deposits with various states and regulatory bodies that are included as part of the Company's investment balances. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present a summary of fair value measurements for financial instruments as of June 30, 2022, and December 31, 2021, respectively: June 30, 2022 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 232,839 $ — $ 232,839 Corporate debt securities — 21,204 — 21,204 Total assets at fair value $ — $ 254,043 $ — $ 254,043 December 31, 2021 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 196,735 $ — $ 196,735 Total assets at fair value $ — $ 196,735 $ — $ 196,735 For additional information regarding the fair value measurements for financial instruments, see Note 5 (Fair Value Measurements) in the 2021 Form 10-K. For additional information regarding the liabilities, see Note 12 (Notes and Securities Payable), Note 13 (Warrants Payable), and Note 14 (Derivative Liabilities) in the 2021 Form 10-K. The fair value of Legacy Clover's convertible securities was based on Level 3 inputs, which were unobservable and reflected management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. There was no fair value associated with convertible securities at June 30, 2022, due to the conversion of the securities to shares of the Company's common stock upon the completion of the Business Combination. There were no changes in balances of Legacy Clover's Level 3 financial liabilities during the six months ended June 30, 2022. The changes in balances of Legacy Clover's Level 3 financial liabilities during the six months ended June 30, 2021, were as follows: Convertible securities Derivative liabilities Warrants payable Total (in thousands) Balance, December 31, 2020 $ 949,553 $ 44,810 $ 97,782 $ 1,092,145 Issuances — — — — Settlements (949,553) (44,810) (97,782) (1,092,145) Transfers in — — — — Transfers out — — — — Total realized losses (gains) — — — — Balance, June 30, 2021 $ — $ — $ — $ — In addition to the Level 3 financial liabilities in the table above, on September 25, 2020, Seek Insurance Services, Inc. ("Seek"), a field marketing organization and an indirect wholly-owned subsidiary of the Company, entered into a note purchase agreement with a third-party investor and issued a note (the "Seek Convertible Note") in the principal amount of $20.0 million, for which the carrying value is approximately the same as the fair value. For additional information, see Note 8 (Notes and Securities Payable). As of June 30, 2022, and December 31, 2021, both the carrying value, which includes accrued interest, and the fair value of the Seek Convertible Note were $22.8 million and $22.0 million, respectively, and these were considered Level 3 financial liabilities. Seek is currently in the process of winding down its operations. There were no transfers in or out of Level 3 financial assets or liabilities for the six months ended June 30, 2022 or 2021. Warrants Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants payable on the Condensed Consolidated Balance Sheet. The warrant liabilities were measured at fair value at inception and measured on a recurring basis, with changes in fair value presented within change in fair value of warrants payable in the Condensed Consolidated Statement |
Healthcare Receivables
Healthcare Receivables | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Healthcare Receivables | Healthcare ReceivablesHealthcare receivables include pharmaceutical rebates which are accrued as they are earned and estimated based on contracted rebate rates, eligible amounts submitted to the manufacturers by the Company's pharmacy manager, pharmacy utilization volume, and historical collection patterns. Also included in healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $78.0 million and $48.0 million of healthcare receivables at June 30, 2022, and December 31, 2021, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party agreements The Company has various contracts with IJKG Opco LLC (d/b/a CarePoint Health - Bayonne Medical Center), Hudson Hospital Opco, LLC (d/b/a CarePoint Health - Christ Hospital) and Hoboken University Medical Center Opco LLC (d/b/a CarePoint Health - Hoboken University Medical Center), which collectively do business as the CarePoint Health System ("CarePoint Health"), for the provision of inpatient and hospital-based outpatient services. CarePoint Health was ultimately held and controlled by Vivek Garipalli, the Company's Chief Executive Officer and a significant stockholder of the Company. In May 2022, Mr. Garipalli and his family completed a donation of their interest in CarePoint Health to a non-profit organization called CarePoint Health Systems, Inc. Following the donation, Mr. Garipalli has remained a Manager of Hudson Hospital Propco, LLC, an affiliate of Hudson Hospital Opco, LLC. Additionally, certain affiliates of Mr. Garipalli are owed certain money from CarePoint Health for prior obligations, and Mr. Garipalli has an indirect interest in Sequoia Healthcare Services, LLC, which provides healthcare services to CarePoint Health. Expenses and fees incurred related to these contracts, recorded in net medical claims incurred, were $3.1 million and $3.5 million for the three months ended June 30, 2022 and 2021, respectively, and $5.7 million and $6.7 million for the six months ended June 30, 2022 and 2021, respectively. Additionally, $1.5 million and $2.3 million were payable to CarePoint Health as of June 30, 2022, and December 31, 2021, respectively. The Company has contracted with Rogue Trading, LLC ("Rogue"), a marketing services provider. The Company's President, Andrew Toy, is related to the Chief Executive Officer of Rogue. There were no expenses and fees related to these contracts for the three and six months ended June 30, 2022. Expenses and fees incurred related to these contracts were $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively. The Company has a contract with Medical Records Exchange, LLC (d/b/a ChartFast) pursuant to which the Company receives administrative services related to medical records via ChartFast's electronic applications and web portal platform. ChartFast is ultimately owned and controlled by Mr. Garipalli. Expenses and fees incurred related to this agreement were $0.1 million and less than $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and $0.1 million and less than $0.1 million for the six months ended June 30, 2022 and 2021. On July 2, 2021, the Company entered into a contract with Thyme Care, Inc. ("Thyme Care"), an oncology benefit management company, through which Thyme Care was engaged to provide concierge cancer coordination services to the Company's Insurance members in New Jersey and develop a provider network to help ensure member access to high-value oncology care. Mr. Garipalli is a member of the board of directors of Thyme Care and holds an equity interest of less than five percent (5%) of that entity. Expenses and fees incurred related to this agreement were $0.5 million and $0.9 million for the three and six months ended June 30, 2022, respectively. |
Unpaid Claims
Unpaid Claims | 6 Months Ended |
Jun. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Unpaid Claims | Unpaid Claims Activity in the liability for unpaid claims, including claims adjustment expenses, for the six months ended June 30, 2022 and 2021, is summarized as follows: Six Months Ended June 30, 2022 2021 (in thousands) Gross and net balance, beginning of period (1) $ 136,317 $ 103,976 Incurred related to: Current year 529,440 424,968 Prior years (20,228) 3,053 Total incurred 509,212 428,021 Paid related to: Current year 408,580 310,717 Prior years 84,180 88,728 Total paid 492,760 399,445 Gross and net balance, end of period (1)(2) $ 152,769 $ 132,552 (1) Includes amounts due to related parties. (2) Differs from the total unpaid claims amount reported on the Condensed Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $8.9 million and $4.6 million as of June 30, 2022 and December 31, 2021, respectively. Unpaid Claims for Insurance Operations Unpaid claims for Insurance operations were $152.8 million as of June 30, 2022. During the six months ended June 30, 2022, $84.2 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $20.2 million was recognized during the six months ended June 30, 2022, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates as of December 31, 2021. An unfavorable development of $3.1 million was recognized during the six months ended June 30, 2021, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates as of December 31, 2020. Original estimates are increased or decreased, as additional information becomes known regarding individual claims. The ratio of current year medical claims paid as a percentage of current year net medical claims incurred was 77.2% for the six months ended June 30, 2022, and 73.1% for the six months ended June 30, 2021. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a faster rate during the six months ended June 30, 2022, than during the six months ended June 30, 2021. The Company uses a variety of standard actuarial techniques to establish unpaid claims reserves. Management estimates are supported by the Company's actuarial analysis. The Company utilizes an internal actuarial team to review the adequacy of unpaid claim and unpaid claim adjustment expense. The estimation of claim costs is inherently difficult and requires significant judgment. The estimation has considerable inherent variability and can fluctuate significantly depending upon several factors, including medical cost trends and claim payment patterns, general economic conditions, and regulatory changes. The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims. Management believes that the current reserves are adequate based on currently available information. |
Notes and Securities Payable
Notes and Securities Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes and Securities Payable | Notes and Securities Payable Seek Convertible Note On September 25, 2020, Seek issued the Seek Convertible Note in the principal amount of $20.0 million. The note bears simple interest at an annual rate of 8.0% and matures on September 25, 2023, unless earlier accelerated, converted, or paid in full. The outstanding principal and any accrued but unpaid interest will become immediately due and payable at the election of the note holder upon the occurrence of any event of default as defined in the note. The outstanding principal and accrued but unpaid interest will convert into an equity interest in Seek if prior to maturity, repayment, or conversion of the note: (1) the note holder elects to convert the note, (2) upon the closing of Seek's next equity financing; or (3) upon consummation of an initial public offering of Seek's common stock or a SPAC or reverse merger transaction with Seek. The Seek Convertible Note is not guaranteed by Clover Health Investments, Corp. or any of its subsidiaries, other than Seek. The Company analyzed the embedded features for derivative accounting consideration and determined that the features are clearly and closely related to the debt host and do not require separate accounting as a derivative. The carrying amount of the note was $20.0 million and $19.9 million at June 30, 2022, and December 31, 2021, respectively. The Company capitalized $0.1 million of issuance costs which are being amortized using the effective interest method over the term of the note. Unamortized debt issuance costs were less than $0.1 million and $0.1 million at June 30, 2022, and December 31, 2021. Amortization of the debt issuance costs and interest expense on the note was $0.4 million and $0.4 million during the three months ended June 30, 2022 and 2021, respectively, and $0.8 million and $0.8 million during the six months ended June 30, 2022 and 2021, respectively. The effective interest rate was 8.2% during the three months ended June 30, 2022 and 2021, respectively, and 8.1% during the six months ended June 30, 2022 and 2021, respectively. The below table summarizes maturities of the Company's securities payable over the next five years as of June 30, 2022: (in thousands) 2023 $ 20,000 2024 — 2025 — 2026 — 2027 — Total $ 20,000 Seek is currently in the process of winding down its operations. The Company currently expects that the Seek Convertible Note will be terminated upon the dissolution of Seek. |
Letter of Credit
Letter of Credit | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Letter of CreditOn April 19, 2018, the Company entered into a secured letter of credit agreement (the "Letter") required for its subsidiary, Clover HMO of New Jersey, Inc., for an aggregate amount of up to $2.5 million with a commercial lender that renews on an annual basis. The Letter bears interest at a rate of 0.75%. There was an unused balance of $2.5 million at both June 30, 2022, and December 31, 2021. |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Equity And Temporary Equity [Abstract] | |
Stockholders' Equity and Convertible Preferred Stock | Stockholders' Equity and Convertible Preferred Stock Stockholders’ Equity The Company was authorized to issue up to 2,500,000,000 shares of Class A common stock as of June 30, 2022, and December 31, 2021, and up to 500,000,000 shares of Class B common stock as of June 30, 2022, and December 31, 2021. As of June 30, 2022, and December 31, 2021, there were 383,008,614 and 352,645,626 shares of Class A common stock issued and outstanding, respectively. There were 94,395,168 and 118,206,768 shares of Class B common stock issued and outstanding as of June 30, 2022, and December 31, 2021, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 1,931,537 and 14,730 shares held in treasury as of June 30, 2022, and December 31, 2021, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. The Company is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Company's board of directors (the "Board") has the authority to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of June 30, 2022, there were no shares of preferred stock issued and outstanding. Issuance of Common Stock In November 2021, the Company sold 52,173,913 shares of Class A common stock at a public offering price of $5.75 per share for gross proceeds of approximately $300.0 million, before deducting underwriting discounts and commissions and other expenses payable by the Company, of $16.2 million. Convertible Preferred Stock Each share of Legacy Clover's preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into fully paid and non-assessable shares of common stock. Pursuant to the Merger Agreement, all outstanding shares of Legacy Clover's preferred stock automatically converted into 139,444,346 shares of Class B Common Stock upon the closing of the Business Combination. For additional information, see Note 3 (Business Combination) in the 2021 Form 10-K. |
Variable Interest Entity and Eq
Variable Interest Entity and Equity Method of Accounting | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity and Equity Method of Accounting | Variable Interest Entity and Equity Method of Accounting On February 4, 2022, Character Biosciences, Inc. (f/k/a Clover Therapeutics Company) ("Character Biosciences"), a subsidiary of the Company, completed a private capital transaction in which it raised $17.9 million from the issuance of 16,210,602 shares of its preferred stock. Upon completion of the transaction, the Company owned approximately 25.46% of Character Biosciences. As a result, the Company reassessed its interest in Character Biosciences and determined that while Character Biosciences is a VIE, the Company is not considered as the primary beneficiary of the VIE because it does not have the power, through voting or similar rights and the license agreements, to direct the activities of Character Biosciences that most significantly impact Character Biosciences' economic performance. The Company determined that it does have a significant influence over Character Biosciences and, therefore, it began accounting for its common stock investment in Character Biosciences using the equity method on February 4, 2022. The Company derecognized all of Character Biosciences' assets and liabilities from its balance sheet and its noncontrolling interest related to Character Biosciences, and recognized the retained common stock and preferred stock equity interests at fair values of $3.7 million and $4.9 million, respectively, which are included in equity method investment and other assets on the Condensed Consolidated Balance Sheets, and recognized a loss of $1.2 million and gain of $11.2 million, respectively, which is included in loss (gain) on investment on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2022. As the Company applies the equity method to account for its common stock interest in Character Biosciences, the initial value of the investment is adjusted periodically to recognize (1) the proportionate share of the investee’s net income or losses after the date of investment, (2) additional contributions made and dividends or distributions received, and (3) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments and records the proportionate share of the investee’s net income or loss in equity in loss on investment on the Condensed Consolidated Statements of Operations and Comprehensive Loss. With respect to the Company's preferred stock equity interest in Character Biosciences, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value in accordance with ASC 321, Investments – Equity Securities . The carrying amount of the investment is included in other assets in the Condensed Consolidated Balance Sheets. In accordance with ASC 321, for each reporting period, the Company completes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee Savings Plan The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0% of the first 4.0% compensation that is contributed by the employee up to 4.0% of eligible annual compensation after one year of service. The Company's service contributions to the 401(k) Plan amounted to approximately $0.4 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively, and $0.7 million and $0.5 million for the six months ended June 30, 2022 and 2021, respectively, and are included in salaries and benefits on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100.0% vested. Stock-based Compensation The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units ("RSUs") and options to acquire shares of the Company's common stock, par value $0.0001 per share, to employees, directors, officers, and consultants of the Company, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs to our Chief Executive Officer and President. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. On March 9, 2022, the Board adopted the 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") and reserved 11,000,000 shares of Class A common stock for issuance under the Inducement Plan. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may be made only to an employee who has not previously been an employee or member of the Board, or following a bona fide period of non-employment, if he or she is granted such award in connection with his or her commencement of employment with the Company, and such grant is an inducement material to his or her entering into employment with the Company. The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans as of June 30, 2022, and December 31, 2021, were as follows: June 30, 2022 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 37,106,511 N/A 2020 Plan 17,044,920 14,393,003 16,239,281 2020 MIP 33,426,983 30,084,285 — Inducement Plan 11,000,000 6,201,550 4,798,450 December 31, 2021 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 41,905,875 N/A 2020 Plan 30,641,401 6,690,048 23,442,323 2020 MIP 33,426,983 33,426,983 — Effective as of the closing of the Business Combination, the 2014 Plan was terminated, at which time the outstanding awards previously granted thereunder were assumed by the Company, and no new awards are available for grant under the 2014 Plan. Shares that are expired, terminated, surrendered, or canceled under the 2014 Plan without having been fully exercised are available for awards under the 2020 Plan. Shares may be issued from authorized but unissued Company stock. The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). The options are subject to the terms and conditions applicable to options granted under the Plans, as described in the applicable Plan and the applicable stock option grant agreement. The exercise prices, vesting, and other restrictions applicable to the stock options are determined at the discretion of the Compensation Committee, except that the exercise price per share of incentive stock options may not be less than 100.0% of the fair value of a share of common stock on the date of grant. Stock options awarded under the Plans expire 10 years after the grant date. Incentive stock options and non-statutory options granted to employees, directors, officers, and consultants of the Company typically vest over four The Company recorded stock-based compensation expense for options, RSUs, and performance restricted stock units ("PRSUs") granted under the Plans, the Inducement Plan, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $41.9 million and $43.0 million during the three months ended June 30, 2022 and 2021, respectively, and $82.6 million and $85.7 million during the six months ended June 30, 2022 and 2021, respectively, and such expenses are presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended June 30, 2022 2021 (in thousands) Stock options $ 1,175 $ 1,375 RSUs 18,368 14,277 PRSUs 22,197 27,374 ESPP 187 — Total compensation cost recognized for stock-based compensation plans $ 41,927 $ 43,026 Six Months Ended June 30, 2022 2021 (in thousands) Stock options $ 2,479 $ 5,069 RSUs 35,283 28,329 PRSUs 44,558 52,341 ESPP 247 — Total compensation cost recognized for stock-based compensation plans $ 82,567 $ 85,739 As of June 30, 2022, there was approximately $388.9 million of unrecognized stock-based compensation expense related to unvested stock options, RSUs, PRSUs, and the ESPP, estimated to be recognized over a period of 3.96 years. Stock Options No stock options were granted during the six months ended June 30, 2022. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the six months ended June 30, 2021, respectively, were as follows: Six Months Ended June 30, 2021 Weighted-average risk-free interest rate 1.06 % Expected term (in years) 6.06 Expected volatility 37.74 % Expected dividend yield — A summary of option activity under the 2020 Plan during the six months ended June 30, 2022, is as follows: Number of options Weighted-average exercise price Outstanding, January 1, 2022 1,753,799 $ 8.88 Granted during 2022 — — Exercised — — Forfeited (140,410) (8.88) Outstanding, June 30, 2022 1,613,389 $ 8.88 A summary of option activity under the 2014 Plan during the six months ended June 30, 2022, is as follows: Number of options Weighted-average exercise price Outstanding, January 1, 2022 31,155,742 $ 2.35 Granted during 2022 — — Exercised (4,167,956) (0.21) Forfeited (634,742) (2.42) Outstanding, June 30, 2022 26,353,044 $ 2.69 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common stock for those stock options that had exercise prices lower than the fair value of the Company's common stock. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2021, was $3.36 per share. As of June 30, 2022, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $5.0 million, and a weighted-average remaining contractual term of 6.79 years. As of June 30, 2022, there were 20,401,636 options exercisable under the Plan, with an aggregate intrinsic value of $5.0 million, a weighted-average exercise price of $2.87 per share, and a weighted-average remaining contractual term of 6.49 years. The total value of stock options exercised during the six months ended June 30, 2022 and 2021, was $11.3 million and $8.2 million, respectively. Cash received from stock option exercises during the six months ended June 30, 2022 and 2021, totaled $0.9 million and $1.6 million, respectively. Pursuant to the terms of the applicable Plan and stock option award agreement, employees may exercise options at any time after grant while maintaining the original vesting period. The proceeds from exercise of unvested options are recorded as a liability until the option vests at which time the liability is reclassified to equity. If the employee terminates or otherwise forfeits an unvested option that has been exercised, the Company must redeem those shares at the original exercise price and remit payment of the forfeited portion of shares back to the employee. Restricted Stock Units A summary of total RSU activity is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2021 — $ — Granted during 2021 16,844,216 16.02 Released (95,834) (16.02) Outstanding, June 30, 2021 16,748,382 $ 16.02 Outstanding, January 1, 2022 21,294,841 $ 14.60 Granted during 2022 15,774,310 2.55 Released (4,072,392) (14.97) Forfeited (721,131) (5.86) Outstanding, June 30, 2022 32,275,628 $ 8.86 Performance Restricted Stock Units The Company has granted certain PRSUs which become eligible to vest if prior to the vesting date the average closing price of one share of the Company's common stock for 90 consecutive days equals or exceeds a specified price (the "Market PRSUs"). Additionally, the Company has granted PRSUs that vest based on pre-established milestones including Company performance. The grant date fair value of the Market PRSUs is recognized as expense over the vesting period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition. The Company has also determined the requisite service period for the PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period for each tranche. There were no Market PRSUs granted prior to 2021. The grant date fair value of Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition and the following assumptions: Six months ended June 30, 2022 Expected volatility (1) 40.7 % Risk-free interest rate (2) 0.5 Dividend yield (3) — (1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage. (2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. A summary of PRSU activity is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2021 — $ — Granted during 2021 27,460,364 9.59 Non-vested at June 30, 2021 27,460,364 $ 9.59 Non-vested, January 1, 2022 27,818,524 $ 9.58 Granted during 2022 — — Vested (13,264) (8.90) Forfeited (265,306) (9.11) Non-vested at June 30, 2022 27,539,954 $ 9.58 As of June 30, 2022, there was $129.1 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of 3.96 years. 2020 Employee Stock Purchase Plan On January 6, 2021, stockholders approved the ESPP. The ESPP provides a means by which eligible employees and/or eligible service providers of either the Company or designated related companies and affiliates may be given an opportunity to purchase shares of Class A common stock at a 15.0% discount from the fair market value of the common stock as determined on specific dates at specified intervals. Subject to adjustments provided in the ESPP that are discussed below, the maximum number of shares of common stock that may be purchased under the ESPP is 6,312,038 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. As of June 30, 2022, 6,097,241 shares of Class A common stock were available for issuance under the ESPP. On the first day of each fiscal year, beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, the calculation of the maximum number of ESPP shares shall include automatic increases in an amount equal to the lesser of (i) 1.0% of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the administrator of the ESPP; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0% of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) as of January 7, 2021, on an as-converted basis. The initial offering period for the ESPP was five months, commencing on September 1, 2021, and ending on January 31, 2022. The second offering period began on March 14, 2022, and will end on November 22, 2022, and the third offering period will begin on November 23, 2022, and end on May 21, 2023. As of the date of this report, 214,797 shares of the Company's Class A common stock have been purchased or distributed pursuant to the ESPP. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the six months ended June 30, 2022, were as follows: Six months ended June 30, 2022 Weighted-average risk-free interest rate 102.0 % Expected term (in years) 0.69 Expected volatility 85.6 % Equity warrants In November 2016 and December 2017, the Company issued warrants to purchase 139,629 shares of the Company's common stock at an exercise price of $2.61 per share, and 122,052 shares of the Company's common stock at an exercise price of $3.45 per share, respectively, as part of payment to certain providers for services provided to the Company. These warrants were automatically exercised in connection with the Business Combination. For additional information, see Note 1 (Organization and Operations), Note 3 (Business Combination), and Note 18 (Employee Benefit Plans) to the financial statements in the 2021 Form 10-K. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The consolidated effective tax rate of the Company for the three months ended June 30, 2022 and 2021, was (0.0%) and (0.0%), respectively. The consolidated effective tax rate of the Company for the six months ended June 30, 2022 and 2021, was (0.0%) and (0.0%), respectively. The Company continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company believes that as of June 30, 2022, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued as of June 30, 2022, and December 31, 2021. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share Net Loss per Share Basic and diluted net loss per share attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") was calculated as follows: Three Months Ended 2022 2021 (in thousands, except per share and share amounts) Net loss $ (104,181) $ (317,611) Net loss attributable to Common Stockholders (104,181) (317,611) Basic and diluted weighted average number of common shares and common share equivalents outstanding 476,061,809 408,156,682 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.22) $ (0.78) Six Months Ended 2022 2021 (in thousands, except per share and share amounts) Net loss $ (179,490) $ (366,028) Net loss attributable to Common Stockholders (179,490) (366,028) Basic and diluted weighted average number of common shares and common share equivalents outstanding 474,553,609 395,422,849 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.38) $ (0.93) Because the Company had a net loss during the three and six months ended June 30, 2022 and 2021, the Company's potentially dilutive securities, which include stock options, RSUs, PRSUs, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2022 2021 Options to purchase common stock 27,966,433 36,944,571 RSUs 32,275,628 17,524,474 PRSUs 27,539,954 — Warrants to purchase common stock (as converted to common stock) — 38,533,271 Total anti-dilutive shares excluded from computation of earnings per share 87,782,015 93,002,316 Six Months Ended 2022 2021 Options to purchase common stock 27,966,433 36,944,571 RSUs 32,275,628 17,524,474 PRSUs 27,539,954 — Warrants to purchase common stock (as converted to common stock) — 38,533,271 Total anti-dilutive shares excluded from computation of net loss per share 87,782,015 93,002,316 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Actions Various lawsuits against the Company may arise in the ordinary course of the Company's business. Contingent liabilities arising from ordinary course litigation, income taxes and other matters are not expected to be material in relation to the financial position of the Company. At June 30, 2022, and December 31, 2021, respectively, there were no material known contingent liabilities arising outside the normal course of business. Securities Class Actions and Derivative Litigation In February 2021, the Company and certain of its directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act. The complaints generally relate to allegations published in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The complaints seek unspecified damages on behalf of all persons and entities who purchased or acquired Clover securities during the class period (which begins on October 6, 2020, and, depending on the complaint, ends on February 3, 2021, or February 4, 2021), as well as certain other costs. In April 2021, the Middle District of Tennessee class actions were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as the lead case. On June 28, 2021, the plaintiffs filed an amended complaint, which also generally relates to allegations published in the Hindenburg article, but adds, among other things, allegations from confidential witnesses who purport to be former employees of the Company. The Company moved to dismiss the amended complaint on August 28, 2021; that motion was denied on February 28, 2022. Parallel shareholder derivative actions have also been filed, naming Clover as a nominal defendant. The first action was filed in the United States District Court for the District of Delaware and is captioned Furman v. Garipalli, et al., Case No. 1:21-cv-00191 (D. Del.). The complaint asserts violations of sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, and waste of corporate assets against certain of the Company’s directors. It seeks unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies, and procedures. The second and third actions were filed in the United States District Court for the Middle District of Tennessee and are captioned Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.), and Luthra v. Garipalli, et al., Case No. 3:21-cv-00320 (M.D. Tenn.). The complaints assert violations of section 14(a) of the Exchange Act, breach of fiduciary duty, and aiding and abetting a breach of fiduciary duty. The Sun action also asserts unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under section 11(f) of the Securities Act, and sections 10(b) and 21D of the Exchange Act. The complaints name certain current and former officers and directors as defendants. They seek unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. The fourth action was filed in the United States District of Delaware and is captioned Wiegand v. Garipalli, et al., Case No. 1:21-cv-01053 (D. Del.). The initial complaint asserted violations of sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover’s corporate governance and internal procedures. The fifth action was filed in the Supreme Court of the State of New York and is captioned Sankaranarayanan v. Palihapitiya, et al., Index No. 655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty and unjust enrichment. The complaint names certain former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The sixth action was filed in the Delaware Court of Chancery and is captioned Davies v. Garipalli, et al., No. 2021-1016-SG (Del. Ch.). The complaint asserts breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The seventh action was filed in the Supreme Court of the State of New York and is captioned Uvaydov v. Palihapitiya, et al., Index No. 656978/2021 (N.Y Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty, unjust enrichment, and aiding and abetting a breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages, restitution, and disgorgement of profits obtained by defendants. On May 10, 2021, the Middle District of Tennessee shareholder derivative actions described above were consolidated under Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.) as lead case. The court designated co-lead counsel and liaison counsel and ordered the parties to submit a proposed schedule for the initial stage of the case. On November 30, 2021, the Sun and Luthra plaintiffs filed an amended complaint, asserting violations of section 14(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under sections 10(b) and 21D of the Exchange Act. The amended complaint generally relates to the allegations published in the Hindenburg Article, and names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. On September 16, 2021, the two District of Delaware derivative actions were consolidated under In re Clover Health Investments, Corp. Derivative Litigation, Case No. 1:21-cv-00191-LPS (Consolidated). The Furman complaint was deemed the operative complaint. On April 19, 2022, the plaintiff in the Wiegand action filed an amended complaint, asserting violations of Sections 10(b), 20(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain current and former officers and directors. The amended complaint seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover’s corporate governance and internal procedures. The parties in the New York derivative actions agreed to consolidate those two actions into one action. On February 2, 2022, the parties filed a stipulation with the court to that effect. Upon the court’s approval, the complaint in the Sankaranarayanan action will be deemed the operative complaint in the New York derivative actions. All of these cases remain in the preliminary stages. Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, the Company has determined that it is not probable or estimable that an unfavorable outcome or potential loss will occur. Clover intends to vigorously defend itself against the claims asserted against it. Guaranty Assessments Under state guaranty assessment laws, including those related to state cooperative failures in the industry, the Company may be assessed, up to prescribed limits, for certain obligations to the policyholders and claimants of insolvent insurance companies that write the same line or lines of business as the Company. |
Non-Insurance
Non-Insurance | 6 Months Ended |
Jun. 30, 2022 | |
Non-Insurance [Abstract] | |
Non-Insurance | Non-Insurance In April 2021, the Company began participating in the DC Model, which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for beneficiaries in Medicare fee-for-service ("FFS"). As a participating entity in the DC Model with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The DC Model is intended to reduce the administrative burden, support a focus on complex, chronically ill patients, and encourage physician organizations that have not typically participated in Medicare FFS to serve beneficiaries in Medicare FFS. The Company's operations in connection with the DC Model are included in the Non-Insurance operating segment. See Note 17 (Operating Segments) for additional information. Performance Guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments. For additional information, see Note 2 (Summary of Significant Accounting Policies) and Note 22 (Direct Contracting) in the 2021 Form 10-K. The tables below include the financial statement impacts of the performance guarantee: June 30, 2022 June 30, 2021 (in thousands) Non-Insurance performance year receivable $ 1,164,682 $ 436,334 Non-Insurance performance year obligation (1) 1,214,312 455,143 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Three Months Ended Six Months Ended June 30, 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (577,968) $ (1,164,682) Amortization of the Non-Insurance performance year obligation 577,968 1,164,682 Non-Insurance revenue 577,370 1,172,268 Three and Six Months Ended June 30, 2021 (in thousands) Amortization of the Non-Insurance performance year receivable $ (218,167) Amortization of the Non-Insurance performance year obligation 218,167 Non-Insurance revenue 216,373 |
Operating Segments
Operating Segments | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments | Operating Segments The Company manages its operations based on two reportable operating segments: Insurance and Non-Insurance. Through the Insurance segment, the Company provides PPO and HMO plans to Medicare Advantage members in several states. The Company's Non-Insurance segment consists of its operations in connection with its participation in CMS' Direct Contracting program. All other clinical services and all corporate overhead not included in the Insurance or Non-Insurance segments are included within Corporate/Other. These segment groupings are consistent with information used by the Chief Executive Officer, the Company's CODM, to assess performance and allocate resources. During the first quarter of 2022, the Company updated the names of its Medicare Advantage and Direct Contracting segments to the Insurance and Non-Insurance segments, respectively. The Company believes that this approach better reflects each segment’s current role and contribution to its business. There has been no change to the existing composition of these segments, and previously reported consolidated and segment-level financial results of the Company were not impacted by these changes. The table below summarizes the Company's results by operating segment: Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three Months Ended June 30, 2022 (in thousands) Premiums earned, net (Net of ceded premiums of $119) $ 268,505 $ — $ — $ — $ 268,505 Non-Insurance revenue — 577,370 — — 577,370 Other income 220 20 15,441 (14,856) 825 Intersegment revenues — — 27,029 (27,029) — Net medical claims incurred 247,275 612,122 2,547 (3,158) 858,786 Gross profit (loss) $ 21,450 $ (34,732) $ 39,923 $ (38,727) $ (12,086) Total assets $ 426,723 $ 1,298,224 $ 1,143,146 $ (804,887) $ 2,063,206 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Six Months Ended June 30, 2022 (in thousands) Premiums earned, net (Net of ceded premiums of $238) $ 546,674 $ — $ — $ — $ 546,674 Non-Insurance revenue — 1,172,268 — — 1,172,268 Other income 491 20 42,840 (41,214) 2,137 Intersegment revenues — — 46,165 (46,165) — Net medical claims incurred 515,401 1,206,121 5,175 (6,189) 1,720,508 Gross profit (loss) $ 31,764 $ (33,833) $ 83,830 $ (81,190) $ 571 Total assets $ 426,723 $ 1,298,224 $ 1,143,146 $ (804,887) $ 2,063,206 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three Months Ended June 30, 2021 (in thousands) Premiums earned, (Net of ceded premiums of $126) $ 195,357 $ — $ — $ — $ 195,357 Non-Insurance Revenue — 216,373 — — 216,373 Other income 41 — 31,400 (30,699) 742 Intersegment revenues — — 16,509 (16,509) — Net medical claims incurred 216,785 241,912 1,891 (2,085) 458,503 Gross (loss) profit $ (21,387) $ (25,539) $ 46,018 $ (45,123) $ (46,031) Total assets $ 274,714 $ 463,966 $ 954,539 $ (477,322) $ 1,215,897 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Six Months Ended June 30, 2021 (in thousands) Premiums earned, (Net of ceded premiums of $250) $ 394,733 $ — $ — $ — $ 394,733 Non-Insurance revenue — 216,373 — — 216,373 Other income 28 — 42,023 (40,360) 1,691 Intersegment revenues — — 23,755 (23,755) — Net medical claims incurred 431,963 241,912 2,990 (3,942) 672,923 Gross (loss) profit $ (37,202) $ (25,539) $ 62,788 $ (60,173) $ (60,126) Total assets $ 274,714 $ 463,966 $ 954,539 $ (477,322) $ 1,215,897 A reconciliation of the reportable segments' gross profit to the net loss included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Gross (loss) profit $ (12,086) $ (46,031) $ 571 $ (60,126) Salaries and benefits 70,491 62,167 139,582 128,191 General and administrative expenses 47,040 45,646 104,737 84,264 Premium deficiency reserve (benefit) expense (27,657) 27,900 (55,314) 27,900 Depreciation and amortization 586 118 1,412 278 Other expense — — — 191 Change in fair value of warrants payable — 134,512 — 49,006 Interest expense 390 1,211 793 2,386 Amortization of notes and securities discounts 18 26 18 13,686 Loss (gain) on investment 1,227 — (11,167) — Net loss $ (104,181) $ (317,611) $ (179,490) $ (366,028) |
Dividend Restrictions
Dividend Restrictions | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Dividend Restrictions | Dividend RestrictionsThe Company's regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital and limit the timing and amount of dividends and other distributions that may be paid to their parent companies. Therefore, the Company's regulated insurance subsidiaries' ability to declare and pay dividends is limited by state regulations including obtaining prior approval by the New Jersey Department of Banking and Insurance. As of June 30, 2022, and December 31, 2021, neither of the regulated insurance subsidiaries had paid any dividends. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company's interim condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. |
Equity method of accounting and variable interest entities | Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. |
Segment information | Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance. |
Performance guarantees | Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the financial statements. Accordingly, a liability for the performance guarantee was recorded on the Condensed Consolidated Balance Sheet. Each month, as the performance guarantee is fulfilled, the guarantee is amortized on a straight-line basis for the amount that represents the completed performance. With respect to each performance year in which the DCE is a participant, the final consideration due to the DCE from CMS ("shared savings") or the consideration due to CMS from the DCE ("shared loss") is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The DCE has entered into a surety bond agreement with CMS and a third-party surety to cover the reserve requirement of fifty percent. The reserve requirement is determined by CMS. |
Capitalized software development costs - cloud computing arrangements | Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. |
Deferred acquisition costs | Deferred acquisition costsAcquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded as other assets on the Condensed Consolidated Balance Sheet and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded in general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. |
COVID-19 | COVID-19 The societal and economic impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and its variants are continuing to evolve, and the ultimate impact on the Company's business, results of operations, financial condition, and cash flows is uncertain and difficult to predict. The global pandemic has severely impacted businesses worldwide, including many in the health insurance sector. In response to the pandemic, the Company has implemented additional steps related to its care delivery, member support, and internal policies and operations. |
Recent accounting pronouncements | Recent accounting pronouncements Accounting pronouncements effective in future periods In August 2018, the FASB issued ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, which was subsequently amended by ASU 2019-09, Financial Services—Insurance (Topic 944): Effective Date and ASU 2020-11, Financial Services—Insurance (Topic 944): Effective Date and Early Application . ASU 2020-11 was issued in consideration of the implications of COVID-19 and to provide transition relief and additional time for implementation by deferring the effective date by one year. The amendments in ASU 2018-12 make changes to a variety of areas to simplify or improve the existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. The amendments require insurers to annually review the assumptions they make about their policyholders and update the liabilities for future policy benefits if the assumptions change. The amendments also simplify the amortization of deferred acquisition costs and add new disclosure requirements about the assumptions used to measure liabilities and the potential impact to future cash flows. The amendments related to the liability for future policy benefits for traditional and limited-payment contracts and deferred acquisition costs are to be applied to contracts in force as of the beginning of the earliest period presented, with an option to apply such amendments retrospectively with a cumulative-effect adjustment to the opening balance of retained earnings as of the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for public entities beginning after December 15, 2022. The Company is currently evaluating the effects the adoption of ASU 2018-12 and ASU 2020-11 will have on its financial statements. |
Investment Securities (Tables)
Investment Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment Securities Reconciliation | The following tables present amortized cost and fair values of investments as of June 30, 2022, and December 31, 2021, respectively: June 30, 2022 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 351 $ 36 $ (26) $ 361 Investment securities, available-for-sale U.S. government and government agencies and authorities 241,182 29 (8,372) 232,839 Corporate debt securities 21,214 8 (18) 21,204 Total investment securities $ 262,747 $ 73 $ (8,416) $ 254,404 December 31, 2021 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 640 $ 40 $ (9) $ 671 Investment securities, available-for-sale U.S. government and government agencies and authorities 198,669 10 (1,944) 196,735 Total investment securities $ 199,309 $ 50 $ (1,953) $ 197,406 |
Schedule of Amortized Cost and Fair Value of Debt Securities | The following table presents the amortized cost and fair value of debt securities as of June 30, 2022, by contractual maturity: June 30, 2022 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ — $ — $ 80,608 $ 79,997 Due after one year through five years 241 215 181,788 174,046 Due after five years through ten years — — — — Due after ten years 110 146 — — Total $ 351 $ 361 $ 262,396 $ 254,043 |
Schedule of Net Investment Income | For the three and six months ended June 30, 2022 and 2021, respectively, net investment income, which is included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Cash and cash equivalents $ 136 $ — $ 138 $ — Short-term investments 50 40 121 77 Investment securities 277 37 514 84 Investment income, net $ 463 $ 77 $ 773 $ 161 |
Schedule of Gross Unrealized Losses and Fair Value for Fixed Maturities in a Continuous Unrealized Loss Position | Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at June 30, 2022, and December 31, 2021: June 30, 2022 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 189,720 $ (6,114) $ 28,462 $ (2,284) $ 218,182 $ (8,398) Corporate debt securities 11,377 (18) — — 11,377 (18) Total $ 201,097 $ (6,132) $ 28,462 $ (2,284) $ 229,559 $ (8,416) Number of positions 33 8 41 December 31, 2021 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 187,251 $ (1,555) $ 7,902 $ (398) $ 195,153 $ (1,953) Total $ 187,251 $ (1,555) $ 7,902 $ (398) $ 195,153 $ (1,953) Number of positions 18 4 22 |
Schedule of Realized Gain (Loss) on Investment Securities | Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three and six months ended June 30, 2022 and 2021, respectively: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Proceeds from sales of investment securities $ 5,881 $ 19,598 $ 5,881 $ 36,865 Proceeds from maturities of investment securities 140,455 200,000 290,455 200,265 Gross realized gains 5 1 5 17 Gross realized losses (21) (3) (21) (80) Net realized losses $ (16) $ (2) $ (16) $ (63) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements for Items | The following tables present a summary of fair value measurements for financial instruments as of June 30, 2022, and December 31, 2021, respectively: June 30, 2022 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 232,839 $ — $ 232,839 Corporate debt securities — 21,204 — 21,204 Total assets at fair value $ — $ 254,043 $ — $ 254,043 December 31, 2021 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 196,735 $ — $ 196,735 Total assets at fair value $ — $ 196,735 $ — $ 196,735 |
Schedule of Changes in Balances of Level 3 Financial Liabilities | The changes in balances of Legacy Clover's Level 3 financial liabilities during the six months ended June 30, 2021, were as follows: Convertible securities Derivative liabilities Warrants payable Total (in thousands) Balance, December 31, 2020 $ 949,553 $ 44,810 $ 97,782 $ 1,092,145 Issuances — — — — Settlements (949,553) (44,810) (97,782) (1,092,145) Transfers in — — — — Transfers out — — — — Total realized losses (gains) — — — — Balance, June 30, 2021 $ — $ — $ — $ — |
Unpaid Claims (Tables)
Unpaid Claims (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense | Activity in the liability for unpaid claims, including claims adjustment expenses, for the six months ended June 30, 2022 and 2021, is summarized as follows: Six Months Ended June 30, 2022 2021 (in thousands) Gross and net balance, beginning of period (1) $ 136,317 $ 103,976 Incurred related to: Current year 529,440 424,968 Prior years (20,228) 3,053 Total incurred 509,212 428,021 Paid related to: Current year 408,580 310,717 Prior years 84,180 88,728 Total paid 492,760 399,445 Gross and net balance, end of period (1)(2) $ 152,769 $ 132,552 (1) Includes amounts due to related parties. (2) Differs from the total unpaid claims amount reported on the Condensed Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $8.9 million and $4.6 million as of June 30, 2022 and December 31, 2021, respectively. |
Notes and Securities Payable (T
Notes and Securities Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The below table summarizes maturities of the Company's securities payable over the next five years as of June 30, 2022: (in thousands) 2023 $ 20,000 2024 — 2025 — 2026 — 2027 — Total $ 20,000 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Activity | The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans as of June 30, 2022, and December 31, 2021, were as follows: June 30, 2022 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 37,106,511 N/A 2020 Plan 17,044,920 14,393,003 16,239,281 2020 MIP 33,426,983 30,084,285 — Inducement Plan 11,000,000 6,201,550 4,798,450 December 31, 2021 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 41,905,875 N/A 2020 Plan 30,641,401 6,690,048 23,442,323 2020 MIP 33,426,983 33,426,983 — |
Summary of Stock-Based Compensation Cost | Compensation cost presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended June 30, 2022 2021 (in thousands) Stock options $ 1,175 $ 1,375 RSUs 18,368 14,277 PRSUs 22,197 27,374 ESPP 187 — Total compensation cost recognized for stock-based compensation plans $ 41,927 $ 43,026 Six Months Ended June 30, 2022 2021 (in thousands) Stock options $ 2,479 $ 5,069 RSUs 35,283 28,329 PRSUs 44,558 52,341 ESPP 247 — Total compensation cost recognized for stock-based compensation plans $ 82,567 $ 85,739 |
Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis | The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the six months ended June 30, 2021, respectively, were as follows: Six Months Ended June 30, 2021 Weighted-average risk-free interest rate 1.06 % Expected term (in years) 6.06 Expected volatility 37.74 % Expected dividend yield — |
Summary of Stock Option Activity | A summary of option activity under the 2020 Plan during the six months ended June 30, 2022, is as follows: Number of options Weighted-average exercise price Outstanding, January 1, 2022 1,753,799 $ 8.88 Granted during 2022 — — Exercised — — Forfeited (140,410) (8.88) Outstanding, June 30, 2022 1,613,389 $ 8.88 A summary of option activity under the 2014 Plan during the six months ended June 30, 2022, is as follows: Number of options Weighted-average exercise price Outstanding, January 1, 2022 31,155,742 $ 2.35 Granted during 2022 — — Exercised (4,167,956) (0.21) Forfeited (634,742) (2.42) Outstanding, June 30, 2022 26,353,044 $ 2.69 |
Summary of Total RSU activity | A summary of total RSU activity is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2021 — $ — Granted during 2021 16,844,216 16.02 Released (95,834) (16.02) Outstanding, June 30, 2021 16,748,382 $ 16.02 Outstanding, January 1, 2022 21,294,841 $ 14.60 Granted during 2022 15,774,310 2.55 Released (4,072,392) (14.97) Forfeited (721,131) (5.86) Outstanding, June 30, 2022 32,275,628 $ 8.86 |
Summary of Weighted Average Grant Date Fair Value of Performance Restricted Stock Units | The grant date fair value of Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition and the following assumptions: Six months ended June 30, 2022 Expected volatility (1) 40.7 % Risk-free interest rate (2) 0.5 Dividend yield (3) — (1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage. (2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. |
Summary of Total Performance Restricted Stock Units | A summary of PRSU activity is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2021 — $ — Granted during 2021 27,460,364 9.59 Non-vested at June 30, 2021 27,460,364 $ 9.59 Non-vested, January 1, 2022 27,818,524 $ 9.58 Granted during 2022 — — Vested (13,264) (8.90) Forfeited (265,306) (9.11) Non-vested at June 30, 2022 27,539,954 $ 9.58 |
Assumptions Used in ESPP Fair Value Determination | The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the six months ended June 30, 2022, were as follows: Six months ended June 30, 2022 Weighted-average risk-free interest rate 102.0 % Expected term (in years) 0.69 Expected volatility 85.6 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Basic and diluted net loss per share attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") was calculated as follows: Three Months Ended 2022 2021 (in thousands, except per share and share amounts) Net loss $ (104,181) $ (317,611) Net loss attributable to Common Stockholders (104,181) (317,611) Basic and diluted weighted average number of common shares and common share equivalents outstanding 476,061,809 408,156,682 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.22) $ (0.78) Six Months Ended 2022 2021 (in thousands, except per share and share amounts) Net loss $ (179,490) $ (366,028) Net loss attributable to Common Stockholders (179,490) (366,028) Basic and diluted weighted average number of common shares and common share equivalents outstanding 474,553,609 395,422,849 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.38) $ (0.93) |
Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2022 2021 Options to purchase common stock 27,966,433 36,944,571 RSUs 32,275,628 17,524,474 PRSUs 27,539,954 — Warrants to purchase common stock (as converted to common stock) — 38,533,271 Total anti-dilutive shares excluded from computation of earnings per share 87,782,015 93,002,316 Six Months Ended 2022 2021 Options to purchase common stock 27,966,433 36,944,571 RSUs 32,275,628 17,524,474 PRSUs 27,539,954 — Warrants to purchase common stock (as converted to common stock) — 38,533,271 Total anti-dilutive shares excluded from computation of net loss per share 87,782,015 93,002,316 |
Non-Insurance (Tables)
Non-Insurance (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Non-Insurance [Abstract] | |
Schedule of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee: June 30, 2022 June 30, 2021 (in thousands) Non-Insurance performance year receivable $ 1,164,682 $ 436,334 Non-Insurance performance year obligation (1) 1,214,312 455,143 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Three Months Ended Six Months Ended June 30, 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (577,968) $ (1,164,682) Amortization of the Non-Insurance performance year obligation 577,968 1,164,682 Non-Insurance revenue 577,370 1,172,268 Three and Six Months Ended June 30, 2021 (in thousands) Amortization of the Non-Insurance performance year receivable $ (218,167) Amortization of the Non-Insurance performance year obligation 218,167 Non-Insurance revenue 216,373 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below summarizes the Company's results by operating segment: Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three Months Ended June 30, 2022 (in thousands) Premiums earned, net (Net of ceded premiums of $119) $ 268,505 $ — $ — $ — $ 268,505 Non-Insurance revenue — 577,370 — — 577,370 Other income 220 20 15,441 (14,856) 825 Intersegment revenues — — 27,029 (27,029) — Net medical claims incurred 247,275 612,122 2,547 (3,158) 858,786 Gross profit (loss) $ 21,450 $ (34,732) $ 39,923 $ (38,727) $ (12,086) Total assets $ 426,723 $ 1,298,224 $ 1,143,146 $ (804,887) $ 2,063,206 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Six Months Ended June 30, 2022 (in thousands) Premiums earned, net (Net of ceded premiums of $238) $ 546,674 $ — $ — $ — $ 546,674 Non-Insurance revenue — 1,172,268 — — 1,172,268 Other income 491 20 42,840 (41,214) 2,137 Intersegment revenues — — 46,165 (46,165) — Net medical claims incurred 515,401 1,206,121 5,175 (6,189) 1,720,508 Gross profit (loss) $ 31,764 $ (33,833) $ 83,830 $ (81,190) $ 571 Total assets $ 426,723 $ 1,298,224 $ 1,143,146 $ (804,887) $ 2,063,206 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three Months Ended June 30, 2021 (in thousands) Premiums earned, (Net of ceded premiums of $126) $ 195,357 $ — $ — $ — $ 195,357 Non-Insurance Revenue — 216,373 — — 216,373 Other income 41 — 31,400 (30,699) 742 Intersegment revenues — — 16,509 (16,509) — Net medical claims incurred 216,785 241,912 1,891 (2,085) 458,503 Gross (loss) profit $ (21,387) $ (25,539) $ 46,018 $ (45,123) $ (46,031) Total assets $ 274,714 $ 463,966 $ 954,539 $ (477,322) $ 1,215,897 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Six Months Ended June 30, 2021 (in thousands) Premiums earned, (Net of ceded premiums of $250) $ 394,733 $ — $ — $ — $ 394,733 Non-Insurance revenue — 216,373 — — 216,373 Other income 28 — 42,023 (40,360) 1,691 Intersegment revenues — — 23,755 (23,755) — Net medical claims incurred 431,963 241,912 2,990 (3,942) 672,923 Gross (loss) profit $ (37,202) $ (25,539) $ 62,788 $ (60,173) $ (60,126) Total assets $ 274,714 $ 463,966 $ 954,539 $ (477,322) $ 1,215,897 |
Reconciliation of Revenue from Segments to Consolidated | A reconciliation of the reportable segments' gross profit to the net loss included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) Gross (loss) profit $ (12,086) $ (46,031) $ 571 $ (60,126) Salaries and benefits 70,491 62,167 139,582 128,191 General and administrative expenses 47,040 45,646 104,737 84,264 Premium deficiency reserve (benefit) expense (27,657) 27,900 (55,314) 27,900 Depreciation and amortization 586 118 1,412 278 Other expense — — — 191 Change in fair value of warrants payable — 134,512 — 49,006 Interest expense 390 1,211 793 2,386 Amortization of notes and securities discounts 18 26 18 13,686 Loss (gain) on investment 1,227 — (11,167) — Net loss $ (104,181) $ (317,611) $ (179,490) $ (366,028) |
Organization and Operations (De
Organization and Operations (Details) | Jun. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Direct Contracting, shared savings and losses, percent | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 Reportable_segment | Jun. 30, 2022 USD ($) | Jun. 30, 2022 segment | Jun. 30, 2021 USD ($) | |
Accounting Policies [Line Items] | ||||||
Number of reporting segments | 2 | 2 | ||||
General and Administrative Expense | ||||||
Accounting Policies [Line Items] | ||||||
Amortization expense of deferred acquisition costs | $ 1.9 | $ 6.7 | $ 13.7 | $ 8.5 |
Investment Securities - Schedul
Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investment securities, held-to-maturity | ||
Amortized cost | $ 351 | $ 640 |
Accumulated unrealized gains | 36 | 40 |
Accumulated unrealized losses | (26) | (9) |
Fair value | 361 | 671 |
Investment securities, available-for-sale | ||
Amortized cost | 198,669 | |
Accumulated unrealized gains | 10 | |
Accumulated unrealized losses | (1,944) | |
Fair value | 196,735 | |
Total investment securities | ||
Amortized cost | 262,747 | 199,309 |
Accumulated unrealized gains | 73 | 50 |
Accumulated unrealized losses | (8,416) | (1,953) |
Fair value | 254,404 | $ 197,406 |
U.S. government and government agencies | ||
Investment securities, available-for-sale | ||
Amortized cost | 241,182 | |
Accumulated unrealized gains | 29 | |
Accumulated unrealized losses | (8,372) | |
Fair value | 232,839 | |
Corporate debt securities | ||
Investment securities, available-for-sale | ||
Amortized cost | 21,214 | |
Accumulated unrealized gains | 8 | |
Accumulated unrealized losses | (18) | |
Fair value | $ 21,204 |
Investment Securities - Sched_2
Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract] | ||
Due within one year | $ 0 | |
Due after one year through five years | 241 | |
Due after five years through ten years | 0 | |
Due after ten years | 110 | |
Amortized cost | 351 | $ 640 |
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract] | ||
Due within one year | 0 | |
Due after one year through five years | 215 | |
Due after five years through ten years | 0 | |
Due after ten years | 146 | |
Fair value | 361 | $ 671 |
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | ||
Due within one year | 80,608 | |
Due after one year through five years | 181,788 | |
Due after five years through ten years | 0 | |
Due after ten years | 0 | |
Amortized cost | 262,396 | |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | ||
Due within one year | 79,997 | |
Due after one year through five years | 174,046 | |
Due after five years through ten years | 0 | |
Due after ten years | 0 | |
Fair value | $ 254,043 |
Investment Securities - Sched_3
Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | $ 463 | $ 77 | $ 773 | $ 161 |
Cash and cash equivalents | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | 136 | 0 | 138 | 0 |
Short-term investments | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | 50 | 40 | 121 | 77 |
Investment securities | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | $ 277 | $ 37 | $ 514 | $ 84 |
Investment Securities - Sched_4
Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands | Jun. 30, 2022 USD ($) position | Dec. 31, 2021 USD ($) position |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | $ 201,097 | $ 187,251 |
Less than 12 months, Unrealized loss | (6,132) | (1,555) |
Greater than 12 Months, Fair Value | 28,462 | 7,902 |
Greater than 12 months, Unrealized loss | (2,284) | (398) |
Total, Fair value | 229,559 | 195,153 |
Total, Unrealized Loss | $ (8,416) | $ (1,953) |
Less than 12 months, Number of positions | position | 33 | 18 |
12 Months or Longer, Number of positions | position | 8 | 4 |
Total, Number of positions | position | 41 | 22 |
U.S. government and government agencies and authorities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | $ 189,720 | $ 187,251 |
Less than 12 months, Unrealized loss | (6,114) | (1,555) |
Greater than 12 Months, Fair Value | 28,462 | 7,902 |
Greater than 12 months, Unrealized loss | (2,284) | (398) |
Total, Fair value | 218,182 | 195,153 |
Total, Unrealized Loss | (8,398) | $ (1,953) |
Corporate debt securities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | 11,377 | |
Less than 12 months, Unrealized loss | (18) | |
Greater than 12 Months, Fair Value | 0 | |
Greater than 12 months, Unrealized loss | 0 | |
Total, Fair value | 11,377 | |
Total, Unrealized Loss | $ (18) |
Investment Securities - Additio
Investment Securities - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Held-to-maturity debt securities, allowance for credit loss | $ 0 | $ 0 |
Available-for-sale debt securities, allowance for credit loss | 0 | 0 |
Deposits with various states and regulatory bodies | $ 14,200,000 | $ 11,100,000 |
Investment Securities - Proceed
Investment Securities - Proceeds from Sales and Maturities of Investment Securities (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] | ||||
Proceeds from sales of investment securities | $ 5,881 | $ 19,598 | $ 5,881 | $ 36,865 |
Proceeds from maturities of investment securities | 140,455 | 200,000 | 290,455 | 200,265 |
Gross realized gains | 5 | 1 | 5 | 17 |
Gross realized losses | (21) | (3) | (21) | (80) |
Net realized losses | $ (16) | $ (2) | $ (16) | $ (63) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements for Items (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | $ 196,735 | |
Total assets at fair value | $ 254,043 | 196,735 |
U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 232,839 | |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 21,204 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Total assets at fair value | 0 | 0 |
Level 1 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Level 1 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 196,735 | |
Total assets at fair value | 254,043 | 196,735 |
Level 2 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 232,839 | |
Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 21,204 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Total assets at fair value | 0 | $ 0 |
Level 3 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Level 3 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 09, 2021 | Sep. 25, 2020 | Dec. 31, 2017 | Nov. 30, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 0.10 | $ 3.45 | $ 2.61 | ||||
Warrants outstanding | $ 0 | ||||||
Level 3 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Estimated fair value of convertible securities | 0 | ||||||
Financial asset or liabilities transfer in and out | 0 | $ 0 | |||||
Level 3 | Seek Convertible Note | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Estimated fair value of convertible securities | $ 20,000,000 | ||||||
Estimated fair value and carrying value of convertible securities | $ 22,800,000 | $ 22,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 1,092,145 |
Issuances | 0 |
Settlements | (1,092,145) |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | 0 |
Convertible securities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 949,553 |
Issuances | 0 |
Settlements | (949,553) |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | 0 |
Derivative liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 44,810 |
Issuances | 0 |
Settlements | (44,810) |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | 0 |
Warrants payable | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 97,782 |
Issuances | 0 |
Settlements | (97,782) |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | $ 0 |
Healthcare Receivables (Details
Healthcare Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Healthcare receivable | $ 77,967 | $ 48,042 |
Related-Party Transactions (Det
Related-Party Transactions (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 | |
Related Party Transaction [Line Items] | |||||
Net medical claims incurred | $ 858,786 | $ 458,503 | $ 1,720,508 | $ 672,923 | |
General and administrative expenses | 47,040 | 45,646 | 104,737 | 84,264 | |
CarePoint Health Contract | |||||
Related Party Transaction [Line Items] | |||||
Net medical claims incurred | 3,100 | 3,500 | 5,700 | 6,700 | |
Due to related parties | 1,500 | 1,500 | $ 2,300 | ||
Rogue Trading | |||||
Related Party Transaction [Line Items] | |||||
Marketing expense | 0 | 100 | 0 | 200 | |
Medical Records Exchange, LLC | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | 100 | $ 100 | 100 | $ 100 | |
Thyme Care, Inc. | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | $ 500 | $ 900 |
Unpaid Claims - Activity in Lia
Unpaid Claims - Activity in Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Gross and net balance, beginning of period | $ 136,317 | $ 103,976 |
Incurred related to: | ||
Current year | 529,440 | 424,968 |
Prior years | (20,228) | 3,053 |
Total incurred | 509,212 | 428,021 |
Paid related to: | ||
Current year | 408,580 | 310,717 |
Prior years | 84,180 | 88,728 |
Total paid | 492,760 | 399,445 |
Gross and net balance, end of period | 152,769 | 132,552 |
Claims Development [Line Items] | ||
Unpaid claims | 152,769 | $ 132,552 |
Non-Insurance | ||
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Gross and net balance, beginning of period | 4,600 | |
Paid related to: | ||
Gross and net balance, end of period | 8,900 | |
Claims Development [Line Items] | ||
Unpaid claims | $ 8,900 |
Unpaid Claims - Additional info
Unpaid Claims - Additional information (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 152,769 | $ 132,552 | $ 136,317 | $ 103,976 |
Incurred claims paid | 84,180 | 88,728 | ||
Unfavorable (favorable) development | $ (20,228) | $ 3,053 | ||
Percentage of current year medical claims paid as a percent of current year net medical claims | 0.772 | 0.731 | ||
Insurance Operations | ||||
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 152,800 |
Notes and Securities Payable -
Notes and Securities Payable - Seek Convertible Note, Additional Information (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 | Sep. 25, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt, carrying amount | $ 20,000 | $ 20,000 | ||||
Seek | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 20,000 | |||||
Interest rate | 8% | |||||
Debt, carrying amount | 20,000 | 20,000 | $ 19,900 | |||
Capitalized debt issuance cost | $ 100 | |||||
Unamortized debt issuance costs | 100 | 100 | $ 100 | |||
Amortization of debt issuance costs and interest expense | $ 400 | $ 400 | $ 800 | $ 800 | ||
Effective interest rate | 8.20% | 8.20% | 8.10% | 8.10% |
Notes and Securities Payable _2
Notes and Securities Payable - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 20,000 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | $ 20,000 |
Letter of Credit (Details)
Letter of Credit (Details) - Letter of Credit Agreement - USD ($) $ in Millions | Apr. 19, 2018 | Jun. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Aggregate amount | $ 2.5 | ||
Interest rate | 0.75% | ||
Unused lines of Credit | |||
Line of Credit Facility [Line Items] | |||
Unused balance | $ 2.5 | $ 2.5 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jan. 07, 2021 shares | Nov. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 vote $ / shares shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||
Treasury stock, shares held (in shares) | 1,931,537 | 14,730 | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | |||
Preferred stock par value, (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Public Stock Offering | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 52,173,913 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 5.75 | |||
Gross proceeds from sale of stock | $ | $ 300,000 | |||
Net proceeds from sale of stock | $ | $ 16,200 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | ||
Common stock, shares, issued (in shares) | 383,008,614 | 352,645,626 | ||
Common stock, shares, outstanding (in shares) | 383,008,614 | 352,645,626 | ||
Common stock, number of voting rights per share | vote | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, shares, issued (in shares) | 94,395,168 | 118,206,768 | ||
Common stock, shares, outstanding (in shares) | 94,395,168 | 118,206,768 | ||
Common stock, number of voting rights per share | vote | 10 | |||
Stock issued upon conversion (in shares) | 139,444,346 |
Variable Interest Entity and _2
Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 04, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Equity method investment | $ 1,950 | $ 1,950 | $ 0 | |||
Loss (gain) on investment | 1,227 | $ 0 | (11,167) | $ 0 | ||
Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Loss (gain) on investment | $ 1,200 | $ (11,200) | ||||
Private Capital Transaction | Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 25.46% | |||||
Common Stock | Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Equity method investment | $ 3,700 | |||||
Preferred Stock | Charter Bioscience Inc. | Other Assets | ||||||
Class of Stock [Line Items] | ||||||
Equity interest at fair value | 4,900 | |||||
Charter Bioscience Inc. | Preferred Stock | Private Capital Transaction | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from sale of stock | $ 17,900 | |||||
Sale of stock, number of shares issued in transaction (in shares) | 16,210,602 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jan. 06, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 09, 2022 | Mar. 09, 2022 | Dec. 31, 2021 | Sep. 09, 2021 | Dec. 31, 2017 | Nov. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Employer matching contribution, percent of match | 100% | ||||||||||
Employer matching contribution, percent of employees' gross pay | 4% | ||||||||||
Employer maximum annual contributions per employee, percent | 4% | ||||||||||
Employer discretionary contribution amount | $ 400 | $ 200 | $ 700 | $ 500 | |||||||
Employers matching contribution, vesting percentage | 100% | ||||||||||
Stock compensation expense recognized | 41,927 | 43,026 | $ 82,567 | $ 85,739 | |||||||
Unvested stock options, unrecognized stock-based compensation | 388,900 | $ 388,900 | |||||||||
Cost not yet recognized, period for recognition | 3 years 11 months 15 days | ||||||||||
Stock options, grants in period, weighted average grant date fair value (in dollars per share) | $ 3.36 | ||||||||||
Stock options, outstanding, intrinsic value | $ 5,000 | $ 5,000 | |||||||||
Stock options, outstanding, weighted average remaining contractual term | 6 years 9 months 14 days | ||||||||||
Stock options, exercisable, number (in shares) | 20,401,636 | 20,401,636 | |||||||||
Stock options, exercisable, intrinsic value | $ 5,000 | $ 5,000 | |||||||||
Stock options, exercisable, weighted average exercise price (in dollars per share) | $ 2.87 | $ 2.87 | |||||||||
Stock options, exercisable, weighted average remaining contractual term | 6 years 5 months 26 days | ||||||||||
Stock options | $ 11,300 | $ 8,200 | |||||||||
Warrants issued to purchase common stock shares (in shares) | 122,052 | 139,629 | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.10 | $ 3.45 | $ 2.61 | ||||||||
Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense recognized | $ 1,175 | 1,375 | 2,479 | 5,069 | |||||||
RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense recognized | 18,368 | 14,277 | 35,283 | 28,329 | |||||||
PRSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense recognized | 22,197 | 27,374 | 44,558 | 52,341 | |||||||
Unvested stock options, unrecognized stock-based compensation | 129,100 | $ 129,100 | |||||||||
Cost not yet recognized, period for recognition | 3 years 11 months 15 days | ||||||||||
Eligibility for vesting period | 90 days | ||||||||||
ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense recognized | $ 187 | $ 0 | $ 247 | 0 | |||||||
Maximum number of shares that may be purchased | 6,312,038 | ||||||||||
Maximum number of shares that may be purchased by any one participant | 5,000 | ||||||||||
Initial offering period | 5 months | ||||||||||
Number of common stock purchased or distributed (in shares) | 214,797 | ||||||||||
Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of common stock purchased or distributed (in shares) | 383,008,614 | 383,008,614 | 352,645,626 | ||||||||
Common Class A | ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Discount rate | 15% | ||||||||||
Number of shares available for issuance | 6,097,241 | 6,097,241 | |||||||||
Calculation of maximum number of ESPP, percentage of total number of shares outstanding | 1% | ||||||||||
Maximum common stock reserved, threshold percentage | 10% | ||||||||||
2020 Equity and Management Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Inducement Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized under plans (in shares) | 11,000,000 | 11,000,000 | |||||||||
Maximum number of shares that may be purchased | 4,798,450 | 4,798,450 | |||||||||
Inducement Plan | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized under plans (in shares) | 11,000,000 | ||||||||||
2014 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized under plans (in shares) | 54,402,264 | 54,402,264 | 54,402,264 | ||||||||
Granted (in shares) | 0 | ||||||||||
Proceeds from stock options exercised | $ 900 | $ 1,600 | |||||||||
2014 Plan | Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price, percentage of fair value of common stock | 100% | ||||||||||
Expiration period | 10 years | ||||||||||
2014 Plan | Stock options | Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
2014 Plan | Stock options | Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
2014 Plan | RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
2020 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized under plans (in shares) | 17,044,920 | 17,044,920 | 30,641,401 | ||||||||
Granted (in shares) | 0 | ||||||||||
Maximum number of shares that may be purchased | 16,239,281 | 16,239,281 | 23,442,323 |
Employee Benefit Plans - Share-
Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Authorized Under Plans | 54,402,264 | 54,402,264 |
Shares Outstanding Under Plans | 37,106,511 | 41,905,875 |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Authorized Under Plans | 17,044,920 | 30,641,401 |
Shares Outstanding Under Plans | 14,393,003 | 6,690,048 |
Shares Remaining Under Plans | 16,239,281 | 23,442,323 |
2020 MIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Authorized Under Plans | 33,426,983 | 33,426,983 |
Shares Outstanding Under Plans | 30,084,285 | 33,426,983 |
Shares Remaining Under Plans | 0 | 0 |
Inducement Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Authorized Under Plans | 11,000,000 | |
Shares Outstanding Under Plans | 6,201,550 | |
Shares Remaining Under Plans | 4,798,450 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 41,927 | $ 43,026 | $ 82,567 | $ 85,739 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 1,175 | 1,375 | 2,479 | 5,069 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 18,368 | 14,277 | 35,283 | 28,329 |
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 22,197 | 27,374 | 44,558 | 52,341 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 187 | $ 0 | $ 247 | $ 0 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details) - Stock options | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average risk-free interest rate | 1.06% |
Expected term (in years) | 6 years 21 days |
Expected volatility | 37.74% |
Expected dividend yield | 0% |
Employee Benefit Plans - Summ_2
Employee Benefit Plans - Summary of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
2020 Plan | |
Number of options | |
Outstanding at beginning of period (in shares) | shares | 1,753,799 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (140,410) |
Outstanding at end of period (in shares) | shares | 1,613,389 |
Weighted-average exercise price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 8.88 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | (8.88) |
Outstanding at end of period (in dollars per share) | $ / shares | $ 8.88 |
2014 Plan | |
Number of options | |
Outstanding at beginning of period (in shares) | shares | 31,155,742 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (4,167,956) |
Forfeited (in shares) | shares | (634,742) |
Outstanding at end of period (in shares) | shares | 26,353,044 |
Weighted-average exercise price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 2.35 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | (0.21) |
Forfeited (in dollars per share) | $ / shares | (2.42) |
Outstanding at end of period (in dollars per share) | $ / shares | $ 2.69 |
Employee Benefit Plans - Summ_3
Employee Benefit Plans - Summary of Total RSUs Activity (Details) - RSUs - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Number of shares | ||
Beginning balance (in shares) | 21,294,841 | 0 |
Granted (in shares) | 15,774,310 | 16,844,216 |
Released (in shares) | (4,072,392) | (95,834) |
Forfeited (in shares) | (721,131) | |
Ending balance (in shares) | 32,275,628 | 16,748,382 |
Weighted-average grant date fair value per share | ||
Outstanding at beginning of period (in dollars per share) | $ 14.60 | $ 0 |
Granted (in dollars per share) | 2.55 | 16.02 |
Released (in dollars per share) | (14.97) | (16.02) |
Forfeited (in dollars per share) | (5.86) | |
Outstanding at end of period (in dollars per share) | $ 8.86 | $ 16.02 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 40.70% |
Weighted-average risk-free interest rate | 0.50% |
Dividend yield | 0% |
Employee Benefit Plans - Summ_4
Employee Benefit Plans - Summary of Total PRSUs Activity (Details) - PRSUs - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Number of shares | ||
Beginning balance (in shares) | 27,818,524 | 0 |
Granted (in shares) | 0 | 27,460,364 |
Vested (in shares) | (13,264) | |
Forfeited (in shares) | (265,306) | |
Ending balance (in shares) | 27,539,954 | 27,460,364 |
Weighted-average grant date fair value per share | ||
Outstanding at beginning of period (in dollars per share) | $ 9.58 | $ 0 |
Granted (in dollars per share) | 0 | 9.59 |
Vested (in dollars per share) | (8.90) | |
Forfeited (in dollars per share) | (9.11) | |
Outstanding at end of period (in dollars per share) | $ 9.58 | $ 9.59 |
Employee Benefit Plans - ESPP V
Employee Benefit Plans - ESPP Valuation Assumption (Details) - ESPP | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 8 months 8 days |
Expected volatility | 85.60% |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average risk-free interest rate | 102% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 0% | 0% | 0% | 0% | |
Deferred tax assets, net | $ 0 | $ 0 | |||
Unrecognized tax position | 0 | 0 | |||
Penalties accrued | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Earnings Per Share [Abstract] | |||||||
Net loss | $ (104,181) | $ (75,309) | $ (317,611) | $ (48,417) | $ (179,490) | $ (366,028) | |
Net loss attributable to Common Stockholders | $ (104,181) | $ (317,611) | $ (179,490) | $ (366,028) | |||
Basic weighted average number of common shares and common share equivalents outstanding (in shares) | [1] | 476,061,809 | 408,156,682 | 474,553,609 | 395,422,849 | ||
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | [1] | 476,061,809 | 408,156,682 | 474,553,609 | 395,422,849 | ||
Net loss per share attributable to Common Stockholders—basic (in dollars per share) | [1] | $ (0.22) | $ (0.78) | $ (0.38) | $ (0.93) | ||
Net loss per share attributable to Common Stockholders—diluted (in dollars per share) | [1] | $ (0.22) | $ (0.78) | $ (0.38) | $ (0.93) | ||
[1]Because the Company had a net loss during the three and six months ended June 30, 2022 and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share | 87,782,015 | 93,002,316 | 87,782,015 | 93,002,316 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share | 32,275,628 | 17,524,474 | 32,275,628 | 17,524,474 |
PRSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share | 27,539,954 | 0 | 27,539,954 | 0 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share | 27,966,433 | 36,944,571 | 27,966,433 | 36,944,571 |
Warrants to purchase common stock (as converted to common stock) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share | 0 | 38,533,271 | 0 | 38,533,271 |
Non-Insurance (Details)
Non-Insurance (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 | |
Non-Insurance [Abstract] | |||||
Non-Insurance performance year receivable | $ 1,164,682 | $ 436,334 | $ 1,164,682 | $ 436,334 | $ 0 |
Non-Insurance, performance year obligation | 1,214,312 | 455,143 | 1,214,312 | 455,143 | $ 36,891 |
Amortization of the Non-Insurance performance year receivable | (577,968) | (218,167) | (1,164,682) | (218,167) | |
Amortization of the Non-Insurance performance year obligation | 577,968 | 218,167 | 1,164,682 | 218,167 | |
Non-Insurance revenue | $ 577,370 | $ 216,373 | $ 1,172,268 | $ 216,373 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) - 6 months ended Jun. 30, 2022 | Reportable_segment | segment |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Operating Segments - Schedule o
Operating Segments - Schedule of Revenue by Operating Segment (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 | |
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | $ 268,505 | $ 195,357 | $ 546,674 | $ 394,733 | |
Non-Insurance revenue | 577,370 | 216,373 | 1,172,268 | 216,373 | |
Other income | 825 | 742 | 2,137 | 1,691 | |
Intersegment revenues | 846,700 | 412,472 | 1,721,079 | 612,797 | |
Net medical claims incurred | 858,786 | 458,503 | 1,720,508 | 672,923 | |
Gross profit (loss) | (12,086) | (46,031) | 571 | (60,126) | |
Total assets | 2,063,206 | 1,215,897 | 2,063,206 | 1,215,897 | $ 950,804 |
Ceded premiums | 119 | 126 | 238 | 250 | |
Intersegment Eliminations | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | 0 | 0 | |
Non-Insurance revenue | 0 | 0 | 0 | 0 | |
Other income | (14,856) | (30,699) | (41,214) | (40,360) | |
Intersegment revenues | (27,029) | (16,509) | (46,165) | (23,755) | |
Net medical claims incurred | (3,158) | (2,085) | (6,189) | (3,942) | |
Gross profit (loss) | (38,727) | (45,123) | (81,190) | (60,173) | |
Total assets | (804,887) | (477,322) | (804,887) | (477,322) | |
Insurance | Operating Segments | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 268,505 | 195,357 | 546,674 | 394,733 | |
Non-Insurance revenue | 0 | 0 | 0 | 0 | |
Other income | 220 | 41 | 491 | 28 | |
Intersegment revenues | 0 | 0 | 0 | 0 | |
Net medical claims incurred | 247,275 | 216,785 | 515,401 | 431,963 | |
Gross profit (loss) | 21,450 | (21,387) | 31,764 | (37,202) | |
Total assets | 426,723 | 274,714 | 426,723 | 274,714 | |
Non-Insurance | Operating Segments | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | 0 | 0 | |
Non-Insurance revenue | 577,370 | 216,373 | 1,172,268 | 216,373 | |
Other income | 20 | 0 | 20 | 0 | |
Intersegment revenues | 0 | 0 | 0 | 0 | |
Net medical claims incurred | 612,122 | 241,912 | 1,206,121 | 241,912 | |
Gross profit (loss) | (34,732) | (25,539) | (33,833) | (25,539) | |
Total assets | 1,298,224 | 463,966 | 1,298,224 | 463,966 | |
Corporate/Other | Corporate/Other | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | 0 | 0 | |
Non-Insurance revenue | 0 | 0 | 0 | 0 | |
Other income | 15,441 | 31,400 | 42,840 | 42,023 | |
Intersegment revenues | 27,029 | 16,509 | 46,165 | 23,755 | |
Net medical claims incurred | 2,547 | 1,891 | 5,175 | 2,990 | |
Gross profit (loss) | 39,923 | 46,018 | 83,830 | 62,788 | |
Total assets | $ 1,143,146 | $ 954,539 | $ 1,143,146 | $ 954,539 |
Operating Segments - Reconcilia
Operating Segments - Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||||
Gross profit (loss) | $ (12,086) | $ (46,031) | $ 571 | $ (60,126) | ||
Salaries and benefits | 70,491 | 62,167 | 139,582 | 128,191 | ||
General and administrative expenses | 47,040 | 45,646 | 104,737 | 84,264 | ||
Premium deficiency reserve (benefit) expense | (27,657) | 27,900 | (55,314) | 27,900 | ||
Depreciation and amortization | 586 | 118 | 1,412 | 278 | ||
Other expense | 0 | 0 | 0 | 191 | ||
Change in fair value of warrants payable | 0 | 134,512 | 0 | 49,006 | ||
Interest expense | 390 | 1,211 | 793 | 2,386 | ||
Amortization of notes and securities discounts and debt issuance costs | 18 | 26 | 18 | 13,686 | ||
Loss (gain) on investment | 1,227 | 0 | (11,167) | 0 | ||
Net loss | $ (104,181) | $ (75,309) | $ (317,611) | $ (48,417) | $ (179,490) | $ (366,028) |