Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39252 | |
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 $0.0001 per share | |
Trading Symbol | CLOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001801170 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | CLOVER HEALTH INVESTMENTS, CORP. /DE | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 399,776,205 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 87,867,732 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 299,014 | $ 103,791 |
Short-term investments | 14,830 | 41,457 |
Investment securities, available-for-sale (Amortized cost: 2023: $197,766; 2022: $193,300) | 196,381 | 189,498 |
Investment securities, held-to-maturity (Fair value: 2023: $6,692; 2022: $15) | 6,896 | 15 |
Accrued retrospective premiums | 15,646 | 20,387 |
Other receivables | 14,760 | 23,596 |
Healthcare receivables | 52,073 | 70,607 |
Non-Insurance performance year receivable | 185,404 | 0 |
Non-Insurance receivable | 64,228 | 52,955 |
Surety bonds and deposits | 50,209 | 100,502 |
Prepaid expenses | 15,226 | 18,146 |
Other assets, current | 1,033 | 4,043 |
Total current assets | 915,700 | 624,997 |
Investment securities, available-for-sale (Amortized cost: 2023: $105,087; 2022: $142,940) | 101,400 | 137,368 |
Investment securities, held-to-maturity (Fair value: 2023: $673; 2022: $636) | 792 | 742 |
Property and equipment, net | 4,572 | 5,753 |
Operating lease right-of-use assets | 3,620 | 4,025 |
Goodwill and other intangible assets | 19,190 | 20,000 |
Other assets, non-current | 14,523 | 15,735 |
Total assets | 1,059,797 | 808,620 |
Current liabilities | ||
Unpaid claims | 114,415 | 141,947 |
Non-Insurance performance year obligation, current | 254,419 | 73,844 |
Non-Insurance payable | 182,435 | 148,191 |
Accounts payable and accrued expenses | 35,296 | 32,445 |
Accrued salaries and benefits | 24,333 | 23,962 |
Deferred revenue | 103,295 | 0 |
Operating lease liabilities | 1,668 | 1,827 |
Premium deficiency reserve | 683 | 7,239 |
Total current liabilities | 718,696 | 431,507 |
Long-term operating lease liabilities | 3,292 | 4,033 |
Other liabilities, non-current | 15,957 | 16,193 |
Total liabilities | 737,945 | 451,733 |
Commitments and Contingencies (Note 14) | ||
Stockholders' equity | ||
Additional paid-in capital | 2,428,101 | 2,319,157 |
Accumulated other comprehensive loss | (5,072) | (9,374) |
Accumulated deficit | (2,089,322) | (1,946,433) |
Less: Treasury stock, at cost; 7,096,160 and 2,072,752 shares held at September 30, 2023 and December 31, 2022, respectively | (11,902) | (6,509) |
Total stockholders' equity | 321,852 | 356,887 |
Total liabilities and stockholders' equity | 1,059,797 | 808,620 |
Related party | ||
Current liabilities | ||
Due to related parties, net | 1,251 | 1,566 |
Other liabilities, current | 1,251 | 1,566 |
Nonrelated Party | ||
Current liabilities | ||
Due to related parties, net | 901 | 486 |
Other liabilities, current | 901 | 486 |
Common Class A | ||
Stockholders' equity | ||
Common stock, value | 38 | 37 |
Common Class B | ||
Stockholders' equity | ||
Common stock, value | $ 9 | $ 9 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investment securities, available-for sale, amortized cost current | $ 197,766 | $ 193,300 |
Investment securities, held-to-maturity, fair value current | 6,692 | 15 |
Investment securities, available-for sale, amortized cost noncurrent | 105,087 | 142,940 |
Investment securities, held-to-maturity, fair value noncurrent | $ 673 | $ 636 |
Treasury stock, shares held (in shares) | 7,096,160 | 2,072,752 |
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) | 399,374,685 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 399,374,685 | 383,998,718 |
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) | 87,867,732 | 94,394,852 |
Common stock, shares, outstanding (in shares) | 87,867,732 | 94,394,852 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues: | |||||
Premiums earned, net (Net of ceded premiums of $106 and $116, for the three months ended September 30, 2023 and 2022, respectively; net of ceded premiums of $341 and $354 for the nine months ended September 30, 2023 and 2022, respectively) | $ 301,230 | $ 267,892 | $ 932,699 | $ 814,566 | |
Non-Insurance revenue | 176,038 | 585,311 | 575,311 | 1,757,579 | |
Other income | 4,798 | 3,614 | 15,459 | 5,751 | |
Total revenues | 482,066 | 856,817 | 1,523,469 | 2,577,896 | |
Operating expenses: | |||||
Net medical claims incurred | 418,959 | 839,799 | 1,328,403 | 2,560,307 | |
Salaries and benefits | 60,567 | 70,142 | 193,211 | 209,724 | |
General and administrative expenses | 41,747 | 47,832 | 141,588 | 152,569 | |
Premium deficiency reserve expense (benefit) | 392 | (27,476) | (6,556) | (82,428) | |
Depreciation and amortization | 557 | 616 | 1,835 | 2,028 | |
Restructuring costs | 1,313 | 0 | 7,870 | 0 | |
Total operating expenses | 523,535 | 930,913 | 1,666,351 | 2,842,200 | |
Loss from operations | (41,469) | (74,096) | (142,882) | (264,304) | |
Interest expense | 0 | 404 | 7 | 1,197 | |
Amortization of notes and securities discounts | 0 | 9 | 0 | 27 | |
Loss (gain) on investment | 0 | 980 | 0 | (10,187) | |
Net loss | $ (41,469) | $ (75,489) | $ (142,889) | $ (255,341) | |
Per share data: | |||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) |
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] | 480,770,283 | 477,690,204 | 480,921,520 | 475,609,571 |
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | [1] | 480,770,283 | 477,690,204 | 480,921,520 | 475,609,571 |
Net unrealized gain (loss) on available-for-sale investments | $ 1,643 | $ (2,407) | $ 4,302 | $ (8,826) | |
Comprehensive loss | $ (39,826) | $ (77,896) | $ (138,587) | $ (264,167) | |
[1] (1) Because the Company had a net loss during the nine months ended September 30, 2023 and 2022, 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Ceded premiums | $ 106 | $ 116 | $ 341 | $ 354 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Treasury Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling interest | Common Class A | Common Class A Common Stock | Common Class A Common Stock RSUs | Common Class A Common Stock PRSUs | Common Class A Common Stock RSUs and PSUs | Common Class B | Common Class B Common Stock | Common Class B Common Stock RSUs | Previously reported | Previously reported Treasury Stock | Previously reported Additional paid-in capital | Previously reported Accumulated deficit | Previously reported Accumulated other comprehensive income (loss) | Previously reported Noncontrolling interest | Previously reported Common Class A Common Stock | Previously reported Common Class B Common Stock | Change in accounting policy | Change in accounting policy Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 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 | 352,645,626 | 118,206,768 | 352,645,626 | 118,206,768 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 14,730 | 14,730 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 540,040 | $ (147) | $ 2,154,187 | $ (1,616,015) | $ (1,934) | $ 3,903 | $ 34 | $ 12 | $ 539,317 | $ (147) | $ 2,154,187 | $ (1,616,738) | $ (1,934) | $ 3,903 | $ 34 | $ 12 | $ 723 | $ 723 | ||||||
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 and performance stock units (in shares) | 396,883 | 8,951 | 1,677,873 | |||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | (5,324) | (5,324) | ||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 25,436,433 | (25,436,433) | ||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock | 0 | $ 3 | $ (3) | |||||||||||||||||||||
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 | (75,490) | (75,490) | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 378,854,310 | 94,448,208 | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,893,793 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 490,355 | $ (6,086) | 2,195,158 | (1,691,505) | (7,258) | 0 | $ 37 | $ 9 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 352,645,626 | 118,206,768 | 352,645,626 | 118,206,768 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 14,730 | 14,730 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 540,040 | $ (147) | 2,154,187 | (1,616,015) | (1,934) | 3,903 | $ 34 | $ 12 | 539,317 | $ (147) | 2,154,187 | (1,616,738) | (1,934) | 3,903 | $ 34 | $ 12 | 723 | 723 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | (8,826) | |||||||||||||||||||||||
Derecognition of noncontrolling interest | (3,903) | |||||||||||||||||||||||
Net loss | (255,341) | (254,798) | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 383,473,594 | 94,447,892 | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 2,041,948 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 392,160 | $ (6,467) | 2,280,697 | (1,871,356) | (10,760) | 0 | $ 37 | $ 9 | ||||||||||||||||
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 | 378,854,310 | 94,448,208 | ||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,893,793 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 490,355 | $ (6,086) | 2,195,158 | (1,691,505) | (7,258) | 0 | $ 37 | $ 9 | ||||||||||||||||
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 and performance stock units (in shares) | 84,928 | |||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | (1,095) | (1,095) | ||||||||||||||||||||||
Treasury stock acquired (in shares) | 37,744 | |||||||||||||||||||||||
Treasury stock acquired | (105) | $ (105) | ||||||||||||||||||||||
Net loss | (104,362) | (104,362) | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 382,955,574 | 94,448,208 | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,931,537 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 427,283 | $ (6,191) | 2,237,648 | (1,795,867) | (8,353) | 0 | $ 37 | $ 9 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 190,052 | |||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 408 | 408 | ||||||||||||||||||||||
Stock-based compensation | 42,641 | 42,641 | ||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 438,063 | |||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | $ (2,407) | (2,407) | ||||||||||||||||||||||
Conversion from Class A Common Stock to Class B Common Stock (in shares) | 316 | 316 | ||||||||||||||||||||||
Treasury stock acquired (in shares) | 110,411 | 110,411 | ||||||||||||||||||||||
Treasury stock acquired | $ (276) | $ (276) | ||||||||||||||||||||||
Net loss | (75,489) | (75,489) | $ (75,308) | |||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 383,473,594 | 94,447,892 | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 2,041,948 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 392,160 | $ (6,467) | 2,280,697 | (1,871,356) | (10,760) | 0 | $ 37 | $ 9 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 0 | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 383,998,718 | 383,998,718 | 94,394,852 | 94,394,852 | 383,998,718 | 94,394,852 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 2,072,752 | 2,072,752 | 2,072,752 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 356,887 | $ (6,509) | 2,319,157 | (1,946,433) | (9,374) | 0 | $ 37 | $ 9 | $ 347,738 | $ (6,509) | 2,319,157 | (1,955,582) | (9,374) | 0 | $ 37 | $ 9 | 9,149 | 9,149 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 1,240 | |||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 848 | 848 | ||||||||||||||||||||||
Stock-based compensation | 38,617 | 38,617 | ||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 5,390,973 | 1,773,104 | ||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | 2,343 | 2,343 | ||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 7,672,463 | (7,672,463) | ||||||||||||||||||||||
Treasury stock acquired (in shares) | 2,933,721 | 2,933,721 | ||||||||||||||||||||||
Treasury stock acquired | (2,982) | $ (2,982) | ||||||||||||||||||||||
Net loss | (72,606) | (72,606) | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 394,129,673 | 88,495,493 | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 5,006,473 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 323,107 | $ (9,491) | 2,358,622 | (2,019,039) | (7,031) | 0 | $ 37 | $ 9 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 0 | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 383,998,718 | 383,998,718 | 94,394,852 | 94,394,852 | 383,998,718 | 94,394,852 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 2,072,752 | 2,072,752 | 2,072,752 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 356,887 | $ (6,509) | 2,319,157 | (1,946,433) | (9,374) | 0 | $ 37 | $ 9 | 347,738 | $ (6,509) | $ 2,319,157 | $ (1,955,582) | $ (9,374) | $ 0 | $ 37 | $ 9 | $ 9,149 | $ 9,149 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | 4,302 | |||||||||||||||||||||||
Derecognition of noncontrolling interest | 0 | |||||||||||||||||||||||
Net loss | $ (142,889) | (134,211) | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 399,374,685 | 399,374,685 | 87,867,732 | 87,867,732 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 7,096,160 | 7,096,160 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 321,852 | $ (11,902) | 2,428,101 | (2,089,322) | (5,072) | 0 | $ 38 | $ 9 | 321,381 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 0 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 0 | |||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 0 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 394,129,673 | 88,495,493 | ||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 5,006,473 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 323,107 | $ (9,491) | 2,358,622 | (2,019,039) | (7,031) | 0 | $ 37 | $ 9 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 1,241 | |||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 270 | 270 | ||||||||||||||||||||||
Stock-based compensation | 36,108 | 36,108 | ||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 1,180,084 | |||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | 316 | 316 | ||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 627,761 | (627,761) | ||||||||||||||||||||||
Treasury stock acquired (in shares) | 439,241 | 439,241 | ||||||||||||||||||||||
Treasury stock acquired | (417) | $ (417) | ||||||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 271,152 | |||||||||||||||||||||||
Net loss | (28,814) | (28,814) | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 395,770,670 | 87,867,732 | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 5,445,714 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 330,570 | $ (9,908) | 2,395,000 | (2,047,853) | (6,715) | 0 | $ 37 | $ 9 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 76,156 | |||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 31 | 31 | ||||||||||||||||||||||
Stock-based compensation | 33,070 | 33,070 | ||||||||||||||||||||||
Vested restricted stock units | $ 1 | |||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 5,178,305 | |||||||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | 1,643 | 1,643 | ||||||||||||||||||||||
Treasury stock acquired (in shares) | 1,650,446 | 1,650,446 | ||||||||||||||||||||||
Treasury stock acquired | (1,994) | $ (1,994) | ||||||||||||||||||||||
Net loss | $ (41,469) | (41,469) | (39,550) | |||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 399,374,685 | 399,374,685 | 87,867,732 | 87,867,732 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 7,096,160 | 7,096,160 | ||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 321,852 | $ (11,902) | $ 2,428,101 | $ (2,089,322) | $ (5,072) | $ 0 | $ 38 | $ 9 | $ 321,381 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (142,889) | $ (255,341) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,835 | 2,028 |
Amortization of notes and securities discounts and debt issuance costs | 0 | 27 |
Stock-based compensation expense | 107,795 | 125,211 |
Accretion, net of amortization | (3,096) | (730) |
Net realized losses on investment securities | (20) | 18 |
Gain on investment | 0 | (10,187) |
Premium deficiency reserve expense (benefit) | (6,556) | (82,428) |
Changes in operating assets and liabilities: | ||
Accrued retrospective premiums | 4,741 | 21,029 |
Other receivables | 8,836 | (8,803) |
Surety bonds and deposits | 20,601 | 769 |
Prepaid expenses | 2,920 | (8,407) |
Other assets | 4,227 | (19,263) |
Healthcare receivables | 18,534 | (10,844) |
Non-Insurance receivable | (11,273) | 0 |
Operating lease right-of-use assets | 405 | 1,750 |
Unpaid claims | (27,847) | 1,013 |
Accounts payable and accrued expenses | 2,851 | 9,606 |
Accrued salaries and benefits | 371 | 4,489 |
Deferred revenue | 103,295 | 96,358 |
Other liabilities | 179 | (1,005) |
Performance year obligation | (4,829) | 33,057 |
Non-Insurance payable | 34,244 | 109,359 |
Operating lease liabilities | (900) | (2,264) |
Net cash provided by (used in) operating activities | 113,424 | 5,442 |
Cash flows from investing activities: | ||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (142,359) | (276,848) |
Proceeds from sales of short-term investments and available-for-sale securities | 60,436 | 9,710 |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 139,122 | 350,455 |
Purchases of property and equipment | (848) | (590) |
Acquisition of Character Biosciences, Inc. Series A preferred shares | 0 | (250) |
Net cash provided by investing activities | 56,351 | 82,477 |
Cash flows from financing activities: | ||
Issuance of common stock, net of early exercise liability | 1,149 | 1,302 |
Treasury stock acquired | (5,393) | (6,320) |
Net cash used in financing activities | (4,244) | (5,018) |
Net increase in cash, cash equivalents, and restricted cash | 165,531 | 82,901 |
Cash, cash equivalents, and restricted cash, beginning of period | 186,213 | 299,968 |
Cash, cash equivalents, and restricted cash, end of period | 351,744 | 382,869 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents | 299,014 | 382,869 |
Restricted cash | 52,730 | 0 |
Total cash, cash equivalents, and restricted cash | 351,744 | 382,869 |
Supplemental disclosure of non-cash activities | ||
Performance year receivable | (185,404) | (585,901) |
Performance year obligation | 185,404 | 585,901 |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 642 |
Recognition of equity method investments and preferred stock | 0 | 8,644 |
Derecognition of noncontrolling interest | 0 | 3,903 |
Conversion of Character Biosciences, Inc. convertible note to preferred stock | $ 0 | $ 250 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2023 | |
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 focused on empowering physicians to identify and manage chronic diseases early. 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 aims to provide affordable, high-quality Medicare Advantage 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 ("Health Partners"), 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 Medicare fee-for-service ("FFS") beneficiaries (the "Non-Insurance Beneficiaries"). CMS redesigned the DC Model and renamed it the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH") Model effective January 1, 2023. 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. For any information following the aforementioned paragraph, the Company will refer to its participation in ACO REACH Model or the Company's participation in the predecessor DC Model as ACO REACH Model henceforth. 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 in order to improve outcomes for beneficiaries through the early identification and management of chronic disease 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 15 (Non-Insurance) in these financial statements. For additional information, see Note 1 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The Company's interim unaudited condensed consolidated financial statements have been prepared in conformity with Generally Accepted Accounting Principles ("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 the Company exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim unaudited 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 2022 Form 10-K. Use of estimates The preparation of the interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the interim unaudited condensed consolidated financial statements and the accompanying notes. The area involving the most significant use of estimates is the amount 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, stock-based compensation, recoveries from third parties for coordination of benefits, ACO REACH Benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. Reclassifications Certain amounts in the prior years' Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Non-Insurance receivable, Other assets, current, and Performance year obligation. In addition amounts in the prior years' Condensed Consolidated Statements of Cash Flows have been reclassified to conform with the current year's presentation associated with the Performance year obligation. Change in Accounting Policy In the first quarter of 2023, the Company changed the method for determining premium deficiency reserves, whereby the anticipated future investment income from funds made available by unearned premiums is now included in the determination of premium deficiency reserves. The accounting policy election to include the anticipated future investment income is preferable because it provides a better representation of the Company’s business model reflecting the fact that all cash flows, including investment income, are used to meet the Company’s obligations. The Company also believes that this change improves comparability with industry peers. This change is considered a change in accounting principle that requires retrospective application to all financial statement periods presented. This change decreased Accumulated deficit by $0.7 million to $1,616 million at January 1, 2022. The cumulative effect of the changes made to the Company's Condensed Consolidated Balance Sheets was as follows: September 30, 2023 As Reported As computed excluding anticipated Effect of Change (in thousands) Premium deficiency reserve $ 683 $ 1,154 $ (471) Total current liabilities 718,696 719,167 $ (471) Total liabilities 737,945 738,416 $ (471) Accumulated deficit (2,089,322) (2,089,793) $ 471 Total stockholders' equity 321,852 321,381 $ 471 Total liabilities and stockholders' equity $ 1,059,797 $ 1,059,797 $ — December 31, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve $ 16,388 $ (9,149) $ 7,239 Total current liabilities 440,656 (9,149) 431,507 Total liabilities 460,882 (9,149) 451,733 Accumulated deficit (1,955,582) 9,149 (1,946,433) Total stockholders' equity 347,738 9,149 356,887 Total liabilities and stockholders' equity $ 808,620 $ — $ 808,620 December 31, 2021 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve $ 110,628 $ (723) $ 109,905 Total current liabilities 372,624 (723) 371,901 Total liabilities 411,487 (723) 410,764 Accumulated deficit (1,616,738) 723 (1,616,015) Total stockholders' equity 539,317 723 540,040 Total liabilities and stockholders' equity $ 950,804 $ — $ 950,804 The effect of the changes made to the Company's Condensed Consolidated Statements of Comprehensive Loss was as follows: Three Months Ended September 30, 2023 As Reported As computed excluding anticipated Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ 392 $ (1,527) $ 1,919 Total operating expenses 523,535 $ 521,616 $ 1,919 Loss from operations (41,469) $ (39,550) $ (1,919) Net loss $ (41,469) $ (39,550) $ (1,919) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.09) $ (0.08) $ (0.01) Three Months Ended September 30, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (27,657) $ 181 $ (27,476) Total operating expenses 930,732 181 930,913 Loss from operations (73,915) (181) (74,096) Net loss $ (75,308) $ (181) $ (75,489) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.16) $ — $ (0.16) Nine Months Ended September 30, 2023 As Reported As computed excluding anticipated net investment income Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ (6,556) $ (15,234) $ 8,678 Total operating expenses 1,666,351 1,657,673 $ 8,678 Loss from operations (142,882) (134,204) $ (8,678) Net loss $ (142,889) $ (134,211) $ (8,678) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.30) $ (0.28) $ (0.02) Nine Months Ended September 30, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (82,971) $ 543 $ (82,428) Total operating expenses 2,841,657 543 $ 2,842,200 Loss from operations (263,761) (543) $ (264,304) Net loss $ (254,798) $ (543) $ (255,341) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.54) $ — $ (0.54) There was no impact on the Condensed Consolidated Statements of Cash Flows. 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. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's interim unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. 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 In April 2021, the Company began participating in the DC Model of the Centers for Medicare & Medicaid Services ("CMS"), which is a model intended to reduce expenditures and preserve or enhance quality of care for beneficiaries in FFS. CMS redesigned the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. The Company's operations in connection with the ACO REACH Model are included in the Non-Insurance operating segment. See Note 16 (Operating Segments) for additional information. 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 ACO REACH 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. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460-Guarantees. At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its Condensed Consolidated Balance Sheets. To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above. With respect to each performance year in which the ACO is a participant, the final consideration due to the ACO from CMS ("shared savings") or the consideration due to CMS from the ACO ("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, current or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. 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 within Prepaid expenses, 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 within Other assets, current on the Condensed Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. At September 30, 2023 and December 31, 2022, 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 months ended September 30, 2023 and 2022, there were charges related to deferred acquisition costs of $0.6 million and $1.9 million, respectively. For the nine months ended September 30, 2023 and 2022, there were charges related to deferred acquisition costs of $5.8 million, and $15.6 million, respectively, both periods were recognized within General and administrative expenses. Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. See Note 18 (Restructuring costs) for further discussion. Recent accounting pronouncements Recently adopted accounting pronouncements 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 at 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 at the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for public entities for periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of ASU 2018-12 and related amendments did not have a material impact on the Company's financial statements. Accounting pronouncements effective in future periods None. |
Investment Securities
Investment Securities | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities The following tables present amortized cost and fair values of investments at September 30, 2023 and December 31, 2022, respectively: September 30, 2023 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 $ 7,688 $ — $ (323) $ 7,365 Investment securities, available-for-sale U.S. government and government agencies and authorities 195,029 1 (4,505) 190,525 Corporate debt securities 107,824 12 (580) 107,256 Total held-to-maturity and available-for-sale investment securities $ 310,541 $ 13 $ (5,408) $ 305,146 December 31, 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 $ 757 $ — $ (106) $ 651 Investment securities, available-for-sale U.S. government and government agencies and authorities 237,457 10 (9,000) 228,467 Corporate debt 98,783 38 (422) 98,399 Total held-to-maturity and available-for-sale investment securities $ 336,997 $ 48 $ (9,528) $ 327,517 The following table presents the amortized cost and fair value of debt securities at September 30, 2023, by contractual maturity: September 30, 2023 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,896 $ 6,692 $ 197,766 $ 196,381 Due after one year through five years 681 588 105,087 101,400 Due after five years through ten years — — — — Due after ten years 111 85 — — Total $ 7,688 $ 7,365 $ 302,853 $ 297,781 For the three and nine months ended September 30, 2023 and 2022, respectively, net investment income, which is included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) (in thousands) Cash and cash equivalents $ 1,944 $ 1,428 $ 5,978 $ 1,567 Short-term investments 605 879 1,920 1,001 Investment securities 1,840 543 5,322 1,057 Investment income, net $ 4,389 $ 2,850 $ 13,220 $ 3,625 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 September 30, 2023, and December 31, 2022, respectively: September 30, 2023 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 $ 39,425 $ (163) $ 160,305 $ (4,671) $ 199,730 $ (4,834) Corporate debt securities 91,165 (532) 9,874 (42) 101,039 (574) Total $ 130,590 $ (695) $ 170,179 $ (4,713) $ 300,769 $ (5,408) Number of positions 109 38 147 December 31, 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 $ 64,261 $ (958) $ 147,757 $ (8,148) $ 212,018 $ (9,106) Corporate debt securities 78,292 (422) — — 78,292 (422) Total $ 142,553 $ (1,380) $ 147,757 $ (8,148) $ 290,310 $ (9,528) Number of positions 92 24 116 The Company did not record any credit allowances for debt securities that were in an unrealized loss position at September 30, 2023 and December 31, 2022. At September 30, 2023, 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 at September 30, 2023, 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 within the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three and nine months ended September 30, 2023 and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) (in thousands) Proceeds from sales of investment securities $ — $ 3,829 $ 60,436 $ 9,710 Proceeds from maturities of investment securities 32,240 60,000 139,122 350,455 Gross realized gains — — 39 5 Gross realized losses — (2) (19) (23) Net realized losses $ — $ (2) $ 20 $ (18) At September 30, 2023 and December 31, 2022, the Company had $14.6 million and $14.3 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 | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present a summary of fair value measurements for financial instruments at September 30, 2023 and December 31, 2022, respectively: September 30, 2023 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 190,525 $ — $ 190,525 Corporate debt securities — 107,256 — 107,256 Warrants receivable — — 900 900 Total assets at fair value $ — $ 297,781 $ 900 $ 298,681 December 31, 2022 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 228,467 $ — $ 228,467 Corporate debt securities — 98,399 — 98,399 Warrants receivable — — 900 900 Total assets at fair value $ — $ 326,866 $ 900 $ 327,766 There were no changes in the balances of the Company's Level 3 financial assets and liabilities during the three months ended September 30, 2022. The changes in balances of the Company's Level 3 financial assets and liabilities during the nine months ended September 30, 2023 were as follows: Warrants receivable Total (in thousands) Balance, December 31, 2022 $ 900 $ 900 Receipts — — Settlements — — Transfers in — — Transfers out — — Total realized losses (gains) — — Balance, September 30, 2023 $ 900 $ 900 There were no transfers in or out of the Company's Level 3 financial assets or liabilities for the nine months ended September 30, 2023 or September 30, 2022. Private Warrants At September 30, 2023, the Company had exercisable private warrants which were embedded in several agreements as derivatives. These private warrants were accounted for as assets in accordance with ASC 815-40 and are presented within Other assets, non-current on the Condensed Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Condensed Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. These warrants at initial measurement date, December 31, 2022, were assessed to have a fair value of $0.9 million. At September 30, 2023, these warrants had a fair value of $0.9 million. |
Healthcare Receivables
Healthcare Receivables | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Healthcare Receivables | Healthcare ReceivablesHealthcare receivables include pharmaceutical rebates that 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 within Healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $52.1 million and $70.6 million within Healthcare receivables at September 30, 2023, and December 31, 2022, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
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 Executive Chairman 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 and Sequoia Healthcare Management, LLC, which both provide services to CarePoint Health. Expenses and fees incurred related to Clover's contracts with CarePoint Health, recorded within Net medical claims incurred, were $3.2 million and $3.2 million, for the three months ended September 30, 2023 and 2022, respectively, and $9.7 million and $8.9 million, for the nine months ended September 30, 2023 and 2022, respectively. Additionally, $1.3 million and $1.6 million were payable to CarePoint Health at September 30, 2023, and December 31, 2022, respectively. The Company has a contract with Medical Records Exchange, LLC (formerly known as "ChartFast," now d/b/a Credo) pursuant to which the Company receives administrative services related to medical records retrieval via Credo's electronic applications and web portal platform. Mr. Garipalli holds an equity interest of approximately ten percent (10%) of that entity. Expenses and fees incurred related to this agreement were $0.3 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, $0.6 million and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively. Since July 2, 2021, the Company has contracted with Thyme Care, Inc. ("Thyme Care"), an oncology care management company, through which Thyme Care was engaged to provide cancer care management 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. The Company and Thyme Care have amended the terms of the engagement, effective April 1, 2023, to include additional clinical services available to Clover members as well as the value based payment terms. The Company entered into an agreement with Thyme Care effective September 23, 2020 where the Company purchased 1,773,049 shares (less than five percent (5%) of its class A common stock) for a nominal amount. This amount is recorded within Other assets, non-current on the Condensed Consolidated Balance Sheet. 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 $0.9 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively, and $1.7 million and $1.3 million for the nine months ended September 30, 2023 and 2022, respectively. Additionally, $0.2 million and $0.3 million were payable to Thyme Care at September 30, 2023, and December 31, 2022, respectively. |
Unpaid Claims
Unpaid Claims | 9 Months Ended |
Sep. 30, 2023 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Unpaid Claims | Unpaid Claims Activity within the liability for Unpaid claims, including claims adjustment expenses, for the nine months ended September 30, 2023 and 2022, respectively, is summarized as follows: Nine Months Ended September 30, 2023 2022 (in thousands) Gross and net balance, beginning of period (1) $ 137,395 $ 136,317 Incurred related to: Current year 750,705 773,530 Prior years (7,689) (36,149) Total incurred 743,016 737,381 Paid related to: Current year 646,322 649,223 Prior years 120,859 89,055 Total paid 767,181 738,278 Gross and net balance, end of period (1)(2) $ 113,230 $ 135,420 (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 $2.4 million and $6.5 million at September 30, 2023 and 2022, respectively. 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. Unpaid Claims for Insurance Operations Unpaid claims for Insurance operations were $113.2 million at September 30, 2023. During the nine months ended September 30, 2023, $120.9 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $7.7 million was recognized during the nine months ended September 30, 2023, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2022. A favorable development of $36.1 million was recognized during the nine months ended September 30, 2022, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2021. 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 86.1% for the nine months ended September 30, 2023, and 83.9% for the nine months ended September 30, 2022. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a faster rate during the nine months ended September 30, 2023, than during the nine months ended September 30, 2022. |
Letter of Credit
Letter of Credit | 9 Months Ended |
Sep. 30, 2023 | |
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, the Company, for an aggregate amount of up to $2.5 million. The Letter is with a commercial lender and it renews on an annual basis. The Letter bears interest at a rate of 0.75%. On April 19, 2023, the Letter expired and at the time of expiration there was an unused balance of $2.5 million which was released to the Company. There was an unused balance of $2.5 million at December 31, 2022. |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
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 at September 30, 2023 and December 31, 2022, respectively, and up to 500,000,000 shares of Class B common stock at September 30, 2023 and December 31, 2022. At September 30, 2023 and December 31, 2022, there were 399,374,685 and 383,998,718 shares of Class A common stock issued and outstanding, respectively. There were 87,867,732 and 94,394,852 shares of Class B common stock issued and outstanding at September 30, 2023 and December 31, 2022, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 7,096,160 and 2,072,752 shares held in treasury at September 30, 2023 and December 31, 2022, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. At September 30, 2023, the Company was authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Company's Board has the authority to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. At September 30, 2023, there were no shares of preferred stock issued and outstanding. |
Variable Interest Entity and Eq
Variable Interest Entity and Equity Method of Accounting | 9 Months Ended |
Sep. 30, 2023 | |
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"), an affiliate 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, non-current on the Condensed Consolidated Balance Sheets, and recognized a loss of $1.0 million for the three months ended September 30, 2022, which is included within Loss (gain) on investment on the Condensed Consolidated Statements of Operations and Comprehensive Loss. 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 (i) the proportionate share of the investee's net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) 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 within gain 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 within Other assets, non-current 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. In accordance with ASC 323, the Company recognized the proportionate share of Character Bioscience's net losses up to the investment carrying amount, at December 31, 2022, the Company discontinued applying the equity method to account for its common stock interest in Character Biosciences as the Company's net losses exceeded the Company's investment carrying amount. The equity method investment in Character Biosciences was reduced to zero and no further losses were recorded in the Company's interim unaudited condensed consolidated financial statements as the Company did not guarantee obligations of the investee company nor has not committed additional funding. The Company will begin recognizing its share of net income only when it is greater than the cumulative net losses not recognized during the period the equity method was suspended. On January 23, 2023, Character Biosciences, completed a second private capital transaction in which it raised an additional capital from the issuance of additional shares of its preferred stock. Upon completion of this transaction, the Company's ownership percentage in Character Biosciences decreased to 23.92%. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee Retirement 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 $0.5 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $1.1 million for the nine months ended September 30, 2023 and 2022, respectively, and are included within 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 stock 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 the Company's Executive Chair and CEO. 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 2020 Plan has an evergreen provision that requires the number of shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the last day of the 2024 fiscal year, in each case, in an amount equal to the lesser of (i) seven percent (7%) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A Common Stock determined by the Board; provided that for each fiscal year beginning with the 2025 fiscal year through the fiscal year that includes the expiration date of the plan, each such increase shall be reduced to the lesser of five percent (5%) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year or such number of shares as determined by the Board. 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 at September 30, 2023 and December 31, 2022, respectively, were as follows: September 30, 2023 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 34,864,267 N/A 2020 Plan 58,521,709 43,767,670 5,193,626 2020 MIP 33,426,983 26,741,587 — Inducement Plan 11,000,000 5,536,822 2,131,783 December 31, 2022 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 36,378,558 N/A 2020 Plan 31,884,272 29,805,319 242,473 2020 MIP 33,426,983 30,084,285 — Inducement Plan 11,000,000 11,000,000 — The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). Stock options granted under the Plans are subject to the terms and conditions 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 restricted units with performance-based vesting ("PRSUs") granted under the Plans, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $33.1 million and $42.6 million during the three months ended September 30, 2023 and 2022, respectively, and $107.8 million and $125.2 million during the nine months ended September 30, 2023 and 2022, respectively, and such expenses are presented within Salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended September 30, 2023 2022 (in thousands) Stock options $ 559 $ 1,051 RSUs 20,603 19,499 PRSUs 11,851 21,903 ESPP 57 188 Total compensation cost recognized for stock-based compensation plans $ 33,070 $ 42,641 Nine Months Ended September 30, 2023 2022 (in thousands) Stock options $ 2,648 $ 3,530 RSUs 62,539 54,782 PRSUs 42,444 66,461 ESPP 164 435 Total compensation cost recognized for stock-based compensation plans $ 107,795 $ 125,208 At September 30, 2023, there was approximately $452.0 million of unrecognized stock-based compensation expense related to unvested stock options, unvested RSUs, unvested PRSUs, and the ESPP, estimated to be recognized over a period of four years. The Company recognized $11.9 million and $21.9 million in share-based compensation related to PRSUs for the three months ended September 30, 2023 and 2022, respectively, and $42.4 million and $66.5 million for the nine months ended September 30, 2023 and 2022, respectively. The Company has granted PRSUs to certain executives, 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"). The expense referenced above is mainly attributable to Market PRSUs that vest based on pre-established milestones including Company performance. These milestones primarily consist of the volume-weighted average stock closing price ranging from $20 to $30 for 90 consecutive days. 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. At September 30, 2023, the market condition component of these awards has not been met, so the awards have not been earned. This expense represents approximately 40% of the total compensation cost recognized for the nine months ended September 30, 2023 related to stock-based compensation plans which is presented within Salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Stock Options A summary of option activity under the 2020 Plan during the nine months ended September 30, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 1,364,822 $ 8.88 Granted during 2023 — — Exercised — — Forfeited (341,734) 8.88 Outstanding, September 30, 2023 1,023,088 $ 8.88 A summary of stock option activity under the 2014 Plan during the nine months ended September 30, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 25,631,686 $ 2.35 Granted during 2023 — — Exercised (78,637) 1.14 Forfeited (1,437,790) 2.42 Outstanding, September 30, 2023 24,115,259 $ 2.72 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. At September 30, 2023, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of less than $0.1 million, and a weighted-average remaining contractual term of four years. At September 30, 2023, there were 22,838,047 stock options exercisable under the Plans, with an aggregate intrinsic value of less than $0.1 million, a weighted-average exercise price of $2.86 per share, and a weighted-average remaining contractual term of 5.59 years. The total value of stock options exercised during the nine months ended September 30, 2023 and 2022, was $0.1 million and $11.3 million, respectively. Cash received from stock option exercises during the nine months ended September 30, 2023 and 2022, was none and $1.0 million, respectively. Pursuant to the terms of the applicable Plan and stock option award agreement, employees may exercise stock options at any time after grant while maintaining the original vesting period. The proceeds from exercise of unvested stock options are recorded as a liability until the stock option vests at which time the liability is reclassified to equity. If the employee terminates or otherwise forfeits an unvested stock option that has been exercised early, 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, 2022 21,294,841 $ 14.60 Granted during 2022 30,094,480 2.62 Released (4,518,984) 14.31 Forfeited (1,460,459) 5.31 Outstanding, September 30, 2022 45,409,878 $ 6.99 Outstanding, January 1, 2023 49,617,199 $ 6.48 Granted during 2023 23,443,658 1.00 Released (12,568,029) 6.58 Forfeited (4,947,831) 3.12 Outstanding, September 30, 2023 55,544,997 $ 4.45 Performance Restricted Stock Units 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. 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: Nine months ended September 30, 2023 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 at 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, 2022 27,818,524 $ 9.58 Granted during 2022 — — Vested (13,264) 8.90 Forfeited (265,306) 9.11 Non-vested at September 30, 2022 27,539,954 $ 9.58 Non-vested, January 1, 2023 29,945,235 $ 8.92 Granted during 2023 1,294,247 0.94 Vested (958,951) 1.23 Forfeited (55,665) 5.48 Non-vested at September 30, 2023 30,224,866 $ 8.83 At September 30, 2023, there was $47.6 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of approximately four 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 10,152,025 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. At September 30, 2023, 9,311,065 shares of Class A common stock were available for issuance under the ESPP. The ESPP includes an evergreen provision that sets the maximum number of shares of Class A common stock that may be issued under the plan, to 2,785,582 shares, plus the number of shares of Class A common stock that are automatically added 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, in an amount equal to the lesser of (i) one percent (1%) 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 Board; 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) at January 7, 2021, on an as-converted basis. The initial offering period for the ESPP was five months, which commenced on September 1, 2021, and ended on January 31, 2022. The second offering period began on March 14, 2022, and ended November 22, 2022, and the third offering period began on November 23, 2022, and ended on May 21, 2023. The fourth offering period began on May 22, 2023 and is scheduled to end on November 21, 2023. At September 30, 2023, 840,960 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 nine months ended September 30, 2023, are as follows: Nine months ended September 30, 2023 Weighted-average risk-free interest rate 5.4 % Expected term (in years) 0.50 Expected volatility 69.8 % |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The consolidated effective tax rate of the Company for the three and nine months ended September 30, 2023 and 2022, was 0.0%. 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 at September 30, 2023, 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 at September 30, 2023 and December 31, 2022. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
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") for the years indicated was calculated as follows: Three Months Ended 2023 2022 (in thousands, except per share and share amounts) Net loss $ (41,469) $ (75,489) Net loss attributable to Common Stockholders (41,469) (75,489) Basic and diluted weighted average number of common shares and common share equivalents outstanding 480,770,283 477,690,204 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.09) $ (0.16) Nine Months Ended 2023 2022 (in thousands, except per share and share amounts) Net loss $ (142,889) $ (255,341) Net loss attributable to Common Stockholders (142,889) (255,341) Basic and diluted weighted average number of common shares and common share equivalents outstanding 480,921,520 475,609,571 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.30) $ (0.54) Because the Company had a Net loss during the three and nine months ended September 30, 2023 and 2022, 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 2023 2022 Options to purchase common stock 25,138,347 27,373,475 RSUs 55,544,997 45,409,878 PRSUs 30,224,866 27,539,954 Total anti-dilutive shares excluded from computation of net loss per share 110,908,210 100,323,307 Nine Months Ended 2023 2022 Options to purchase common stock 25,138,347 27,373,475 RSUs 55,544,997 45,409,878 PRSUs 30,224,866 27,539,954 Total anti-dilutive shares excluded from computation of net loss per share 110,908,210 100,323,307 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, and December 31, 2022, respectively, there were no material known contingent liabilities arising outside the normal course of business other than as set forth below. Securities Class Actions, Derivative Litigation and Investigations Since February 2021, the Company has received subpoenas from the SEC related to certain disclosures and aspects of our business as well as certain matters described in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The Company is cooperating with the SEC's investigation. The Hindenburg Article, which discussed, among other things, an inquiry by the U.S. Attorney's Office for the Eastern District of Pennsylvania relating to, among other things, certain of the Company’s arrangements with providers participating in its network and programs, and Clover Assistant, was the subject of the Company’s Current Report on Form 8-K dated February 5, 2021. 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 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. On February 14, 2023, the court granted the plaintiffs' motion for class certification. On April 21, 2023, the parties to the securities class action entered into a memorandum of understanding providing for the settlement of the action. The Court approved the settlement and dismissed the action with prejudice on October 3, 2023. Under the settlement, the class will receive $22 million dollars (less an award of fees and expenses to the plaintiffs’ counsel), and the defendants (including the Company) received customary releases. The Company used $19.5 million in insurance proceeds to fund the settlement. On June 29, 2023, the Company deposited $7.7 million, in an escrow account for settlement purposes, and on July 3, 2023, it deposited the remaining $14.3 million. The Company previously filed a lawsuit in Delaware state court against certain of its insurers for full payment of its liabilities related to this securities litigation. The Company intends to oppose any efforts by the carrier defendants to recoup insurance proceeds that they have advanced to date. Shareholder derivative actions parallel to the securities class action 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. 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. On August 19, 2022, the two derivative actions filed in New York state court were consolidated under In re Clover Health Investments, Corp. Stockholder Derivative Litig., Index No. 655420/2021. On November 3, 2022, the plaintiffs in this action filed a consolidated complaint, asserting breach of fiduciary duty, and unjust enrichment, and naming certain former officers and directors as defendants. The complaint seeks, among other things, unspecified damages, restitution, the disgorgement of profits obtained by defendants, and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. On June 21, 2023, the plaintiffs in the derivative lawsuits, on the one hand, and the Company, on the other hand, entered into a binding memorandum of understanding providing for the settlement of the derivative actions. Subject to negotiation of definitive documentation and final court approval, the defendants in the derivative lawsuits will receive customary releases and the Company will implement a suite of corporate governance enhancements. The settlement does not involve any monetary payment, other than payment of an award of fees and expenses to plaintiffs’ counsel, which has not yet been determined. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Non-Insurance [Abstract] | |
Non-Insurance | Non-Insurance In April 2021, the Company began participating in the Global and Professional Direct Contracting of the Centers for Medicare & Medicaid Services ("CMS"), which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for people with Medicare fee-for-service ("FFS"). CMS redesigned the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in the DC Model, referred to as the ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. The Company's operations in connection with the ACO REACH Model is included in the Non-Insurance operating segment. See Note 16 (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 (Non-Insurance) in the 2022 Form 10-K. The tables below include the financial statement impacts of the performance guarantee: September 30, 2023 December 31, 2022 (in thousands) Non-Insurance performance year receivable $ 185,404 $ — Non-Insurance performance year obligation (1) 254,419 73,844 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Nine months ended September 30, 2023 Nine months ended September 30, 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (556,211) $ (1,757,702) Amortization of the Non-Insurance performance year obligation 556,211 1,757,702 Non-Insurance revenue 575,311 1,757,579 |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | Operating SegmentsThe 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' Global and Professional Direct Contracting and ACO REACH programs. 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. The operations of the Company are organized into the following two segments: • Insurance Segment includes operations related to the Company's MA plans, which generally provide access to a wide network of primary care providers, specialists, and hospitals. • Non-Insurance Segment includes the Company's operations relating to CMS' ACO REACH Model, which provides options aimed at reducing expenditures and preserving or enhancing quality of care for beneficiaries. Corporate/Other includes other clinical services not included in Medicare Advantage and Global and Professional Direct Contracting Model and all other corporate overhead. Clinical services is comprised of Clover Home Care and other clinical services that are offered to eligible beneficiaries. During the first quarter of 2022, the Company updated the names of its Medicare Advantage and Global and Professional Direct Contracting Model 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 September 30, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $106) 301,230 — — — 301,230 Non-Insurance revenue — 176,038 — — 176,038 Other income 3,338 (478) 14,696 (12,758) 4,798 Intersegment revenues — — 43,335 (43,335) — Net medical claims incurred 236,533 183,173 4,691 (5,438) 418,959 Gross profit (loss) 68,035 (7,613) 53,340 (50,655) 63,107 Total assets 464,942 374,817 905,477 (685,439) 1,059,797 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Nine months ended September 30, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $341) 932,699 — — — 932,699 Non-Insurance revenue — 575,311 — — 575,311 Other income 7,192 1,266 44,466 (37,465) 15,459 Intersegment revenues — — 112,220 (112,220) — Net medical claims incurred 753,877 573,566 11,821 (10,861) 1,328,403 Gross profit (loss) 186,014 3,011 144,865 (138,824) 195,066 Total assets 464,942 374,817 905,477 (685,439) 1,059,797 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three months ended September 30, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $116) 267,892 — — — 267,892 Non-Insurance revenue — 585,311 — — 585,311 Other income 957 457 15,494 (13,294) 3,614 Intersegment revenues — — 29,954 (29,954) — Net medical claims incurred 231,211 609,650 1,980 (3,042) 839,799 Gross profit (loss) 37,638 (23,882) 43,468 (40,206) 17,018 Total assets 476,025 715,672 859,637 (493,655) 1,557,679 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Nine months ended September 30, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $354) 814,566 — — — 814,566 Non-Insurance revenue — 1,757,579 — — 1,757,579 Other income 1,448 477 58,334 (54,508) 5,751 Intersegment revenues — — 76,119 (76,119) — Net medical claims incurred 746,612 1,815,771 7,155 (9,231) 2,560,307 Gross profit (loss) 69,402 (57,715) 127,298 (121,396) 17,589 Total assets 476,025 715,672 859,637 (493,655) 1,557,679 A reconciliation of the reportable segments' gross profit to the Net loss included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (in thousands) Gross profit $ 63,107 $ 17,018 $ 195,066 $ 17,589 Salaries and benefits 60,567 70,142 193,211 209,724 General and administrative expenses 41,747 47,832 141,588 152,569 Premium deficiency reserve benefit 392 (27,476) (6,556) (82,428) Depreciation and amortization 557 616 1,835 2,028 Restructuring costs 1,313 — 7,870 — Interest expense — 404 7 1,197 Amortization of notes and securities discounts — 9 — 27 Loss (gain) on investment — 980 — (10,187) Net loss $ (41,469) $ (75,489) $ (142,889) $ (255,341) |
Dividend Restrictions
Dividend Restrictions | 9 Months Ended |
Sep. 30, 2023 | |
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. At September 30, 2023 and December 31, 2022, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends. |
Restructuring costs
Restructuring costs | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | Restructuring costs On April 17, 2023, the Company announced it would implement certain business transformation initiatives, including an agreement to move its core plan operations to UST HealthProof’s (“UST HealthProof”) integrated technology platform and additional corporate restructuring actions. The agreement with UST HealthProof includes the transition of certain of the Company’s plan operation functions in support of its Medicare Advantage members pursuant to a master services agreement. In addition to the arrangement with UST HealthProof, the Company also announced a recently conducted reduction in force to better align its Selling, General, and Administrative cost structure with its revenue base. This restructuring resulted in the elimination of approximately 10% of the Company's workforce. The Company incurred costs related to these business transformation initiatives, which consisted of employee termination benefits, vendor related costs, and other costs, which are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs will be expensed as incurred. The Restructuring costs are presented in the Company's Condensed Consolidated Statement of Operations and Comprehensive Loss, which were as follows: Three Months Ended Nine Months Ended 2023 (in thousands) Employee termination benefits $ 58 $ 4,620 Vendor related costs 1,245 3,166 Other 10 84 Total Restructuring costs $ 1,313 $ 7,870 As of September 30, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment, these costs are recognized within Depreciation and amortization in the Condensed Consolidated Statement of Operations and Comprehensive Loss, these costs totaled $0.1 million for the three and nine months ended September 30, 2023. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2022 $ — $ — $ — $ — Charges 4,620 3,166 84 7,870 Cash payments (2,893) (1,043) (84) (4,020) Liability as of September 30, 2023 $ 1,727 $ 2,123 $ — $ 3,850 Total cumulative costs incurred as of September 30, 2023 $ 4,620 $ 3,166 $ 84 $ 7,870 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (41,469) | $ (28,814) | $ (72,606) | $ (75,489) | $ (104,362) | $ (75,490) | $ (142,889) | $ (255,341) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company's interim unaudited condensed consolidated financial statements have been prepared in conformity with Generally Accepted Accounting Principles ("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 the Company exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim unaudited 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 2022 Form 10-K. |
Use of estimates | Use of estimates The preparation of the interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the interim unaudited condensed consolidated financial statements and the accompanying notes. The area involving the most significant use of estimates is the amount 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, stock-based compensation, recoveries from third parties for coordination of benefits, ACO REACH Benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. |
Reclassifications | Reclassifications Certain amounts in the prior years' Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Non-Insurance receivable, Other assets, current, and Performance year obligation. In addition amounts in the prior years' Condensed Consolidated Statements of Cash Flows have been reclassified to conform with the current year's presentation associated with the Performance year obligation. |
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. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's interim unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. |
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 In April 2021, the Company began participating in the DC Model of the Centers for Medicare & Medicaid Services ("CMS"), which is a model intended to reduce expenditures and preserve or enhance quality of care for beneficiaries in FFS. CMS redesigned the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. The Company's operations in connection with the ACO REACH Model are included in the Non-Insurance operating segment. See Note 16 (Operating Segments) for additional information. 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 ACO REACH 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. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460-Guarantees. At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its Condensed Consolidated Balance Sheets. To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above. |
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 within Prepaid expenses, 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 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 within Other assets, current on the Condensed Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Restructuring Activities | Restructuring ActivitiesRestructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements 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 at 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 at the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for public entities for periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of ASU 2018-12 and related amendments did not have a material impact on the Company's financial statements. Accounting pronouncements effective in future periods None. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Company's Condensed Consolidated Statement of Comprehensive Income and Cash Flows | The cumulative effect of the changes made to the Company's Condensed Consolidated Balance Sheets was as follows: September 30, 2023 As Reported As computed excluding anticipated Effect of Change (in thousands) Premium deficiency reserve $ 683 $ 1,154 $ (471) Total current liabilities 718,696 719,167 $ (471) Total liabilities 737,945 738,416 $ (471) Accumulated deficit (2,089,322) (2,089,793) $ 471 Total stockholders' equity 321,852 321,381 $ 471 Total liabilities and stockholders' equity $ 1,059,797 $ 1,059,797 $ — December 31, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve $ 16,388 $ (9,149) $ 7,239 Total current liabilities 440,656 (9,149) 431,507 Total liabilities 460,882 (9,149) 451,733 Accumulated deficit (1,955,582) 9,149 (1,946,433) Total stockholders' equity 347,738 9,149 356,887 Total liabilities and stockholders' equity $ 808,620 $ — $ 808,620 December 31, 2021 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve $ 110,628 $ (723) $ 109,905 Total current liabilities 372,624 (723) 371,901 Total liabilities 411,487 (723) 410,764 Accumulated deficit (1,616,738) 723 (1,616,015) Total stockholders' equity 539,317 723 540,040 Total liabilities and stockholders' equity $ 950,804 $ — $ 950,804 The effect of the changes made to the Company's Condensed Consolidated Statements of Comprehensive Loss was as follows: Three Months Ended September 30, 2023 As Reported As computed excluding anticipated Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ 392 $ (1,527) $ 1,919 Total operating expenses 523,535 $ 521,616 $ 1,919 Loss from operations (41,469) $ (39,550) $ (1,919) Net loss $ (41,469) $ (39,550) $ (1,919) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.09) $ (0.08) $ (0.01) Three Months Ended September 30, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (27,657) $ 181 $ (27,476) Total operating expenses 930,732 181 930,913 Loss from operations (73,915) (181) (74,096) Net loss $ (75,308) $ (181) $ (75,489) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.16) $ — $ (0.16) Nine Months Ended September 30, 2023 As Reported As computed excluding anticipated net investment income Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ (6,556) $ (15,234) $ 8,678 Total operating expenses 1,666,351 1,657,673 $ 8,678 Loss from operations (142,882) (134,204) $ (8,678) Net loss $ (142,889) $ (134,211) $ (8,678) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.30) $ (0.28) $ (0.02) Nine Months Ended September 30, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (82,971) $ 543 $ (82,428) Total operating expenses 2,841,657 543 $ 2,842,200 Loss from operations (263,761) (543) $ (264,304) Net loss $ (254,798) $ (543) $ (255,341) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.54) $ — $ (0.54) There was no impact on the Condensed Consolidated Statements of Cash Flows. |
Investment Securities (Tables)
Investment Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment Securities Reconciliation | The following tables present amortized cost and fair values of investments at September 30, 2023 and December 31, 2022, respectively: September 30, 2023 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 $ 7,688 $ — $ (323) $ 7,365 Investment securities, available-for-sale U.S. government and government agencies and authorities 195,029 1 (4,505) 190,525 Corporate debt securities 107,824 12 (580) 107,256 Total held-to-maturity and available-for-sale investment securities $ 310,541 $ 13 $ (5,408) $ 305,146 December 31, 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 $ 757 $ — $ (106) $ 651 Investment securities, available-for-sale U.S. government and government agencies and authorities 237,457 10 (9,000) 228,467 Corporate debt 98,783 38 (422) 98,399 Total held-to-maturity and available-for-sale investment securities $ 336,997 $ 48 $ (9,528) $ 327,517 |
Schedule of Amortized Cost and Fair Value of Debt Securities | The following table presents the amortized cost and fair value of debt securities at September 30, 2023, by contractual maturity: September 30, 2023 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,896 $ 6,692 $ 197,766 $ 196,381 Due after one year through five years 681 588 105,087 101,400 Due after five years through ten years — — — — Due after ten years 111 85 — — Total $ 7,688 $ 7,365 $ 302,853 $ 297,781 |
Schedule of Net Investment Income | For the three and nine months ended September 30, 2023 and 2022, respectively, net investment income, which is included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) (in thousands) Cash and cash equivalents $ 1,944 $ 1,428 $ 5,978 $ 1,567 Short-term investments 605 879 1,920 1,001 Investment securities 1,840 543 5,322 1,057 Investment income, net $ 4,389 $ 2,850 $ 13,220 $ 3,625 |
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 September 30, 2023, and December 31, 2022, respectively: September 30, 2023 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 $ 39,425 $ (163) $ 160,305 $ (4,671) $ 199,730 $ (4,834) Corporate debt securities 91,165 (532) 9,874 (42) 101,039 (574) Total $ 130,590 $ (695) $ 170,179 $ (4,713) $ 300,769 $ (5,408) Number of positions 109 38 147 December 31, 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 $ 64,261 $ (958) $ 147,757 $ (8,148) $ 212,018 $ (9,106) Corporate debt securities 78,292 (422) — — 78,292 (422) Total $ 142,553 $ (1,380) $ 147,757 $ (8,148) $ 290,310 $ (9,528) Number of positions 92 24 116 |
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 within the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three and nine months ended September 30, 2023 and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (in thousands) (in thousands) Proceeds from sales of investment securities $ — $ 3,829 $ 60,436 $ 9,710 Proceeds from maturities of investment securities 32,240 60,000 139,122 350,455 Gross realized gains — — 39 5 Gross realized losses — (2) (19) (23) Net realized losses $ — $ (2) $ 20 $ (18) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements for Items | The following tables present a summary of fair value measurements for financial instruments at September 30, 2023 and December 31, 2022, respectively: September 30, 2023 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 190,525 $ — $ 190,525 Corporate debt securities — 107,256 — 107,256 Warrants receivable — — 900 900 Total assets at fair value $ — $ 297,781 $ 900 $ 298,681 December 31, 2022 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 228,467 $ — $ 228,467 Corporate debt securities — 98,399 — 98,399 Warrants receivable — — 900 900 Total assets at fair value $ — $ 326,866 $ 900 $ 327,766 |
Schedule of Changes in Balances of Level 3 Financial Liabilities | The changes in balances of the Company's Level 3 financial assets and liabilities during the nine months ended September 30, 2023 were as follows: Warrants receivable Total (in thousands) Balance, December 31, 2022 $ 900 $ 900 Receipts — — Settlements — — Transfers in — — Transfers out — — Total realized losses (gains) — — Balance, September 30, 2023 $ 900 $ 900 |
Unpaid Claims (Tables)
Unpaid Claims (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 within the liability for Unpaid claims, including claims adjustment expenses, for the nine months ended September 30, 2023 and 2022, respectively, is summarized as follows: Nine Months Ended September 30, 2023 2022 (in thousands) Gross and net balance, beginning of period (1) $ 137,395 $ 136,317 Incurred related to: Current year 750,705 773,530 Prior years (7,689) (36,149) Total incurred 743,016 737,381 Paid related to: Current year 646,322 649,223 Prior years 120,859 89,055 Total paid 767,181 738,278 Gross and net balance, end of period (1)(2) $ 113,230 $ 135,420 (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 $2.4 million and $6.5 million at September 30, 2023 and 2022, respectively. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of 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 at September 30, 2023 and December 31, 2022, respectively, were as follows: September 30, 2023 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 34,864,267 N/A 2020 Plan 58,521,709 43,767,670 5,193,626 2020 MIP 33,426,983 26,741,587 — Inducement Plan 11,000,000 5,536,822 2,131,783 December 31, 2022 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 36,378,558 N/A 2020 Plan 31,884,272 29,805,319 242,473 2020 MIP 33,426,983 30,084,285 — Inducement Plan 11,000,000 11,000,000 — |
Schedule of Stock-Based Compensation Cost | Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended September 30, 2023 2022 (in thousands) Stock options $ 559 $ 1,051 RSUs 20,603 19,499 PRSUs 11,851 21,903 ESPP 57 188 Total compensation cost recognized for stock-based compensation plans $ 33,070 $ 42,641 Nine Months Ended September 30, 2023 2022 (in thousands) Stock options $ 2,648 $ 3,530 RSUs 62,539 54,782 PRSUs 42,444 66,461 ESPP 164 435 Total compensation cost recognized for stock-based compensation plans $ 107,795 $ 125,208 |
Schedule of Stock Option Activity | A summary of option activity under the 2020 Plan during the nine months ended September 30, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 1,364,822 $ 8.88 Granted during 2023 — — Exercised — — Forfeited (341,734) 8.88 Outstanding, September 30, 2023 1,023,088 $ 8.88 A summary of stock option activity under the 2014 Plan during the nine months ended September 30, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 25,631,686 $ 2.35 Granted during 2023 — — Exercised (78,637) 1.14 Forfeited (1,437,790) 2.42 Outstanding, September 30, 2023 24,115,259 $ 2.72 |
Schedule 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, 2022 21,294,841 $ 14.60 Granted during 2022 30,094,480 2.62 Released (4,518,984) 14.31 Forfeited (1,460,459) 5.31 Outstanding, September 30, 2022 45,409,878 $ 6.99 Outstanding, January 1, 2023 49,617,199 $ 6.48 Granted during 2023 23,443,658 1.00 Released (12,568,029) 6.58 Forfeited (4,947,831) 3.12 Outstanding, September 30, 2023 55,544,997 $ 4.45 |
Schedule 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: Nine months ended September 30, 2023 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 at the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. |
Schedule 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, 2022 27,818,524 $ 9.58 Granted during 2022 — — Vested (13,264) 8.90 Forfeited (265,306) 9.11 Non-vested at September 30, 2022 27,539,954 $ 9.58 Non-vested, January 1, 2023 29,945,235 $ 8.92 Granted during 2023 1,294,247 0.94 Vested (958,951) 1.23 Forfeited (55,665) 5.48 Non-vested at September 30, 2023 30,224,866 $ 8.83 |
Schedule of 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 nine months ended September 30, 2023, are as follows: Nine months ended September 30, 2023 Weighted-average risk-free interest rate 5.4 % Expected term (in years) 0.50 Expected volatility 69.8 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted 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") for the years indicated was calculated as follows: Three Months Ended 2023 2022 (in thousands, except per share and share amounts) Net loss $ (41,469) $ (75,489) Net loss attributable to Common Stockholders (41,469) (75,489) Basic and diluted weighted average number of common shares and common share equivalents outstanding 480,770,283 477,690,204 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.09) $ (0.16) Nine Months Ended 2023 2022 (in thousands, except per share and share amounts) Net loss $ (142,889) $ (255,341) Net loss attributable to Common Stockholders (142,889) (255,341) Basic and diluted weighted average number of common shares and common share equivalents outstanding 480,921,520 475,609,571 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.30) $ (0.54) |
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 2023 2022 Options to purchase common stock 25,138,347 27,373,475 RSUs 55,544,997 45,409,878 PRSUs 30,224,866 27,539,954 Total anti-dilutive shares excluded from computation of net loss per share 110,908,210 100,323,307 Nine Months Ended 2023 2022 Options to purchase common stock 25,138,347 27,373,475 RSUs 55,544,997 45,409,878 PRSUs 30,224,866 27,539,954 Total anti-dilutive shares excluded from computation of net loss per share 110,908,210 100,323,307 |
Non-Insurance (Tables)
Non-Insurance (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Non-Insurance [Abstract] | |
Schedule of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee: September 30, 2023 December 31, 2022 (in thousands) Non-Insurance performance year receivable $ 185,404 $ — Non-Insurance performance year obligation (1) 254,419 73,844 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Nine months ended September 30, 2023 Nine months ended September 30, 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (556,211) $ (1,757,702) Amortization of the Non-Insurance performance year obligation 556,211 1,757,702 Non-Insurance revenue 575,311 1,757,579 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $106) 301,230 — — — 301,230 Non-Insurance revenue — 176,038 — — 176,038 Other income 3,338 (478) 14,696 (12,758) 4,798 Intersegment revenues — — 43,335 (43,335) — Net medical claims incurred 236,533 183,173 4,691 (5,438) 418,959 Gross profit (loss) 68,035 (7,613) 53,340 (50,655) 63,107 Total assets 464,942 374,817 905,477 (685,439) 1,059,797 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Nine months ended September 30, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $341) 932,699 — — — 932,699 Non-Insurance revenue — 575,311 — — 575,311 Other income 7,192 1,266 44,466 (37,465) 15,459 Intersegment revenues — — 112,220 (112,220) — Net medical claims incurred 753,877 573,566 11,821 (10,861) 1,328,403 Gross profit (loss) 186,014 3,011 144,865 (138,824) 195,066 Total assets 464,942 374,817 905,477 (685,439) 1,059,797 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Three months ended September 30, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $116) 267,892 — — — 267,892 Non-Insurance revenue — 585,311 — — 585,311 Other income 957 457 15,494 (13,294) 3,614 Intersegment revenues — — 29,954 (29,954) — Net medical claims incurred 231,211 609,650 1,980 (3,042) 839,799 Gross profit (loss) 37,638 (23,882) 43,468 (40,206) 17,018 Total assets 476,025 715,672 859,637 (493,655) 1,557,679 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Nine months ended September 30, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $354) 814,566 — — — 814,566 Non-Insurance revenue — 1,757,579 — — 1,757,579 Other income 1,448 477 58,334 (54,508) 5,751 Intersegment revenues — — 76,119 (76,119) — Net medical claims incurred 746,612 1,815,771 7,155 (9,231) 2,560,307 Gross profit (loss) 69,402 (57,715) 127,298 (121,396) 17,589 Total assets 476,025 715,672 859,637 (493,655) 1,557,679 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | A reconciliation of the reportable segments' gross profit to the Net loss included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (in thousands) Gross profit $ 63,107 $ 17,018 $ 195,066 $ 17,589 Salaries and benefits 60,567 70,142 193,211 209,724 General and administrative expenses 41,747 47,832 141,588 152,569 Premium deficiency reserve benefit 392 (27,476) (6,556) (82,428) Depreciation and amortization 557 616 1,835 2,028 Restructuring costs 1,313 — 7,870 — Interest expense — 404 7 1,197 Amortization of notes and securities discounts — 9 — 27 Loss (gain) on investment — 980 — (10,187) Net loss $ (41,469) $ (75,489) $ (142,889) $ (255,341) |
Restructuring costs (Tables)
Restructuring costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The Restructuring costs are presented in the Company's Condensed Consolidated Statement of Operations and Comprehensive Loss, which were as follows: Three Months Ended Nine Months Ended 2023 (in thousands) Employee termination benefits $ 58 $ 4,620 Vendor related costs 1,245 3,166 Other 10 84 Total Restructuring costs $ 1,313 $ 7,870 |
Schedule of Other Restructuring and Related Costs | The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment, these costs are recognized within Depreciation and amortization in the Condensed Consolidated Statement of Operations and Comprehensive Loss, these costs totaled $0.1 million for the three and nine months ended September 30, 2023. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2022 $ — $ — $ — $ — Charges 4,620 3,166 84 7,870 Cash payments (2,893) (1,043) (84) (4,020) Liability as of September 30, 2023 $ 1,727 $ 2,123 $ — $ 3,850 Total cumulative costs incurred as of September 30, 2023 $ 4,620 $ 3,166 $ 84 $ 7,870 |
Organization and Operations (De
Organization and Operations (Details) | Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Direct Contracting, shared savings and losses, percent | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||||||
Decrease In accumulated deficit | $ 700,000 | ||||||
Accumulated deficit | $ 1,616,000,000 | $ (2,089,322,000) | $ (2,089,322,000) | $ (1,946,433,000) | $ (1,616,015,000) | ||
Number of reporting segments (in segments) | segment | 2 | ||||||
Amortization expense due to recognition of premium deficiency reserve | $ 0 | $ 0 | |||||
General and Administrative Expense | |||||||
Accounting Policies [Line Items] | |||||||
Amortization expense of deferred acquisition costs | $ 600,000 | $ 1,900,000 | $ 5,800,000 | $ 15,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Company's Condensed Consolidated Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | ||
Accounting Policies [Line Items] | ||||||||||||
Premium deficiency reserve | $ 683 | $ 683 | $ 7,239 | $ 109,905 | ||||||||
Total current liabilities | 718,696 | 718,696 | 431,507 | 371,901 | ||||||||
Total liabilities | 737,945 | 737,945 | 451,733 | 410,764 | ||||||||
Accumulated deficit | (2,089,322) | (2,089,322) | (1,946,433) | $ 1,616,000 | (1,616,015) | |||||||
Total stockholders' equity | 321,852 | $ 330,570 | $ 323,107 | $ 392,160 | $ 427,283 | $ 490,355 | 321,852 | $ 392,160 | 356,887 | 540,040 | ||
Total liabilities and stockholders' equity | 1,059,797 | 1,059,797 | 808,620 | 950,804 | ||||||||
Premium deficiency reserve expense (benefit) | 392 | (27,476) | (6,556) | (82,428) | ||||||||
Operating Expenses | 523,535 | 930,913 | 1,666,351 | 2,842,200 | ||||||||
Operating Income (Loss) | (41,469) | (74,096) | (142,882) | (264,304) | ||||||||
Net Income (Loss) | $ (41,469) | $ (28,814) | $ (72,606) | $ (75,489) | $ (104,362) | $ (75,490) | $ (142,889) | $ (255,341) | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | |||||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | |||||||
Previously reported | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Premium deficiency reserve | $ 1,154 | $ 1,154 | 16,388 | 110,628 | ||||||||
Total current liabilities | 719,167 | 719,167 | 440,656 | 372,624 | ||||||||
Total liabilities | 738,416 | 738,416 | 460,882 | 411,487 | ||||||||
Accumulated deficit | (2,089,793) | (2,089,793) | (1,955,582) | (1,616,738) | ||||||||
Total stockholders' equity | 321,381 | 321,381 | 347,738 | 539,317 | ||||||||
Total liabilities and stockholders' equity | 1,059,797 | 1,059,797 | 808,620 | 950,804 | ||||||||
Premium deficiency reserve expense (benefit) | (1,527) | $ (27,657) | (15,234) | $ (82,971) | ||||||||
Operating Expenses | 521,616 | 930,732 | 1,657,673 | 2,841,657 | ||||||||
Operating Income (Loss) | (39,550) | (73,915) | (134,204) | (263,761) | ||||||||
Net Income (Loss) | $ (39,550) | $ (75,308) | $ (134,211) | $ (254,798) | ||||||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.08) | $ (0.16) | $ (0.28) | $ (0.54) | ||||||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.08) | $ (0.16) | $ (0.28) | $ (0.54) | ||||||||
Effect of Change | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Premium deficiency reserve | $ (471) | $ (471) | (9,149) | (723) | ||||||||
Total current liabilities | (471) | (471) | (9,149) | (723) | ||||||||
Total liabilities | (471) | (471) | (9,149) | (723) | ||||||||
Accumulated deficit | 471 | 471 | 9,149 | 723 | ||||||||
Total stockholders' equity | 471 | 471 | 9,149 | 723 | ||||||||
Total liabilities and stockholders' equity | 0 | 0 | $ 0 | $ 0 | ||||||||
Premium deficiency reserve expense (benefit) | 1,919 | $ 181 | 8,678 | $ 543 | ||||||||
Operating Expenses | 1,919 | 181 | 8,678 | 543 | ||||||||
Operating Income (Loss) | (1,919) | (181) | (8,678) | (543) | ||||||||
Net Income (Loss) | $ (1,919) | $ (181) | $ (8,678) | $ (543) | ||||||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | ||||||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | ||||||||
[1] (1) Because the Company had a net loss during the nine months ended September 30, 2023 and 2022, 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. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Company's Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Accounting Policies [Line Items] | |||||||||
Premium deficiency reserve expense (benefit) | $ 392 | $ (27,476) | $ (6,556) | $ (82,428) | |||||
Total operating expenses | 523,535 | 930,913 | 1,666,351 | 2,842,200 | |||||
Loss from operations | (41,469) | (74,096) | (142,882) | (264,304) | |||||
Net loss | $ (41,469) | $ (28,814) | $ (72,606) | $ (75,489) | $ (104,362) | $ (75,490) | $ (142,889) | $ (255,341) | |
Per share data: | |||||||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | ||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | ||||
Previously reported | |||||||||
Accounting Policies [Line Items] | |||||||||
Premium deficiency reserve expense (benefit) | $ (1,527) | $ (27,657) | $ (15,234) | $ (82,971) | |||||
Total operating expenses | 521,616 | 930,732 | 1,657,673 | 2,841,657 | |||||
Loss from operations | (39,550) | (73,915) | (134,204) | (263,761) | |||||
Net loss | $ (39,550) | $ (75,308) | $ (134,211) | $ (254,798) | |||||
Per share data: | |||||||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.08) | $ (0.16) | $ (0.28) | $ (0.54) | |||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.08) | $ (0.16) | $ (0.28) | $ (0.54) | |||||
Effect of Change | |||||||||
Accounting Policies [Line Items] | |||||||||
Premium deficiency reserve expense (benefit) | $ 1,919 | $ 181 | $ 8,678 | $ 543 | |||||
Total operating expenses | 1,919 | 181 | 8,678 | 543 | |||||
Loss from operations | (1,919) | (181) | (8,678) | (543) | |||||
Net loss | $ (1,919) | $ (181) | $ (8,678) | $ (543) | |||||
Per share data: | |||||||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | |||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | |||||
[1] (1) Because the Company had a net loss during the nine months ended September 30, 2023 and 2022, 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. |
Investment Securities - Schedul
Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investment securities, held-to-maturity | ||
Amortized cost | $ 7,688 | |
Fair value | 7,365 | |
Total held-to-maturity and available-for-sale investment securities | ||
Amortized cost | 310,541 | $ 336,997 |
Accumulated unrealized gains | 13 | 48 |
Accumulated unrealized losses | (5,408) | (9,528) |
Fair value | 305,146 | 327,517 |
U.S. government and government agencies | ||
Investment securities, held-to-maturity | ||
Amortized cost | 7,688 | 757 |
Accumulated unrealized gains | 0 | 0 |
Accumulated unrealized losses | (323) | (106) |
Fair value | 7,365 | 651 |
Investment securities, available-for-sale | ||
Amortized cost | 195,029 | 237,457 |
Accumulated unrealized gains | 1 | 10 |
Accumulated unrealized losses | (4,505) | (9,000) |
Fair value | 190,525 | 228,467 |
Corporate debt securities | ||
Investment securities, available-for-sale | ||
Amortized cost | 107,824 | 98,783 |
Accumulated unrealized gains | 12 | 38 |
Accumulated unrealized losses | (580) | (422) |
Fair value | $ 107,256 | $ 98,399 |
Investment Securities - Sched_2
Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract] | |
Due within one year | $ 6,896 |
Due after one year through five years | 681 |
Due after five years through ten years | 0 |
Due after ten years | 111 |
Amortized cost | 7,688 |
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract] | |
Due within one year | 6,692 |
Due after one year through five years | 588 |
Due after five years through ten years | 0 |
Due after ten years | 85 |
Fair value | 7,365 |
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | |
Due within one year | 197,766 |
Due after one year through five years | 105,087 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Amortized cost | 302,853 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | 196,381 |
Due after one year through five years | 101,400 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Fair value | $ 297,781 |
Investment Securities - Sched_3
Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | $ 4,389 | $ 2,850 | $ 13,220 | $ 3,625 |
Cash and cash equivalents | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | 1,944 | 1,428 | 5,978 | 1,567 |
Short-term investments | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | 605 | 879 | 1,920 | 1,001 |
Investment securities | ||||
Fair Value, Separate Account Investment [Line Items] | ||||
Investment income, net | $ 1,840 | $ 543 | $ 5,322 | $ 1,057 |
Investment Securities - Sched_4
Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands | Sep. 30, 2023 USD ($) position | Dec. 31, 2022 USD ($) position |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | $ 130,590 | $ 142,553 |
Less than 12 months, Unrealized loss | (695) | (1,380) |
Greater than 12 months, Fair Value | 170,179 | 147,757 |
Greater than 12 months, Unrealized loss | (4,713) | (8,148) |
Total, Fair value | 300,769 | 290,310 |
Total, Unrealized Loss | $ (5,408) | $ (9,528) |
Less than 12 months, Number of positions | position | 109 | 92 |
Greater than 12 months, Number of positions | position | 38 | 24 |
Total, Number of positions | position | 147 | 116 |
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 | $ 39,425 | $ 64,261 |
Less than 12 months, Unrealized loss | (163) | (958) |
Greater than 12 months, Fair Value | 160,305 | 147,757 |
Greater than 12 months, Unrealized loss | (4,671) | (8,148) |
Total, Fair value | 199,730 | 212,018 |
Total, Unrealized Loss | (4,834) | (9,106) |
Corporate debt securities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | 91,165 | 78,292 |
Less than 12 months, Unrealized loss | (532) | (422) |
Greater than 12 months, Fair Value | 9,874 | 0 |
Greater than 12 months, Unrealized loss | (42) | 0 |
Total, Fair value | 101,039 | 78,292 |
Total, Unrealized Loss | $ (574) | $ (422) |
Investment Securities - Additio
Investment Securities - Additional Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | $ 14,600,000 | $ 14,300,000 |
Investment Securities - Proceed
Investment Securities - Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Proceeds from sales of investment securities | $ 0 | $ 3,829 | $ 60,436 | $ 9,710 |
Proceeds from maturities of investment securities | 32,240 | 60,000 | 139,122 | 350,455 |
Gross realized gains | 0 | 0 | 39 | 5 |
Gross realized losses | 0 | (2) | (19) | (23) |
Net realized losses | $ 0 | $ (2) | $ 20 | $ (18) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements for Items (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | $ 298,681 | $ 327,766 |
Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 900 | 900 |
U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 190,525 | 228,467 |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 107,256 | 98,399 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 0 | 0 |
Level 1 | Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 0 | 0 |
Level 1 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | 0 |
Level 1 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 297,781 | 326,866 |
Level 2 | Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 0 | 0 |
Level 2 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 190,525 | 228,467 |
Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 107,256 | 98,399 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 900 | 900 |
Level 3 | Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 900 | 900 |
Level 3 | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 900 |
Receipts | 0 |
Settlements | 0 |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | 900 |
Warrants receivable | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 900 |
Receipts | 0 |
Settlements | 0 |
Transfers in | 0 |
Transfers out | 0 |
Total realized losses (gains) | 0 |
Ending balance | $ 900 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Level 3 - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial asset or liabilities transfer in and out | $ 0 | $ 0 | |
Private Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrants receivable | $ 900,000 | $ 900,000 |
Healthcare Receivables (Details
Healthcare Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Healthcare receivables | $ 52,073 | $ 70,607 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 23, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Net medical claims incurred | $ 418,959 | $ 839,799 | $ 1,328,403 | $ 2,560,307 | ||
General and administrative expenses | $ 41,747 | 47,832 | $ 141,588 | 152,569 | ||
Related party | ||||||
Related Party Transaction [Line Items] | ||||||
Equity interest percentage (less than) | 10% | 10% | ||||
Related party | CarePoint Health Contract | ||||||
Related Party Transaction [Line Items] | ||||||
Net medical claims incurred | $ 3,200 | 3,200 | $ 9,700 | 8,900 | ||
Other liabilities | 1,300 | 1,300 | $ 1,600 | |||
Related party | Medical Records Exchange, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | 300 | 100 | 600 | 200 | ||
Related party | Thyme Care, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Other liabilities | $ 200 | $ 200 | $ 300 | |||
Number of shares purchased (in shares) | 1,773,049 | |||||
Equity interest percentage (less than) | 5% | 5% | 5% | |||
General and administrative expenses | $ 900 | $ 500 | $ 1,700 | $ 1,300 |
Unpaid Claims - Schedule of Act
Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Gross and net balance, beginning of period | $ 137,395 | $ 136,317 |
Incurred related to: | ||
Current year | 750,705 | 773,530 |
Prior years | (7,689) | (36,149) |
Total incurred | 743,016 | 737,381 |
Paid related to: | ||
Current year | 646,322 | 649,223 |
Prior years | 120,859 | 89,055 |
Total paid | 767,181 | 738,278 |
Gross and net balance, end of period | 113,230 | 135,420 |
Claims Development [Line Items] | ||
Unpaid claims | 113,230 | 135,420 |
Non-Insurance | ||
Paid related to: | ||
Gross and net balance, end of period | 2,400 | 6,500 |
Claims Development [Line Items] | ||
Unpaid claims | $ 2,400 | $ 6,500 |
Unpaid Claims - Additional info
Unpaid Claims - Additional information (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 113,230 | $ 135,420 | $ 137,395 | $ 136,317 |
Incurred claims paid | 120,859 | 89,055 | ||
Unfavorable (favorable) development | $ (7,689) | $ (36,149) | ||
Percentage of current year medical claims paid as a percent of current year net medical claims | 0.861 | 0.839 | ||
Insurance Operations | ||||
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 113,200 |
Letter of Credit (Details)
Letter of Credit (Details) - Letter of Credit Agreement - USD ($) $ in Millions | Apr. 19, 2018 | Apr. 19, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | |||
Aggregate amount | $ 2.5 | ||
Interest rate (as percent) | 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) | 9 Months Ended | |
Sep. 30, 2023 vote $ / shares shares | Dec. 31, 2022 shares | |
Class of Stock [Line Items] | ||
Treasury stock, shares held (in shares) | 7,096,160 | 2,072,752 |
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 | |
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) | 399,374,685 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 399,374,685 | 383,998,718 |
Common stock, number of voting rights per share (in votes) | 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) | 87,867,732 | 94,394,852 |
Common stock, shares, outstanding (in shares) | 87,867,732 | 94,394,852 |
Common stock, number of voting rights per share (in votes) | vote | 10 |
Variable Interest Entity and _2
Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 04, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 23, 2023 | |
Class of Stock [Line Items] | ||||||
Loss on Investments | $ 0 | $ 980 | $ 0 | $ (10,187) | ||
Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Loss on Investments | $ 1,000 | |||||
Second Private Capital Transaction | Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 23.92% | |||||
Private Capital Transaction | Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 25.46% | |||||
Preferred Stock | Charter Bioscience Inc. | Other Assets | ||||||
Class of Stock [Line Items] | ||||||
Equity interest at fair value | $ 4,900 | |||||
Common Stock | Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Equity method investment | 3,700 | |||||
Charter Bioscience Inc. | Preferred Stock | Second 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 | 9 Months Ended | |||||
Jan. 06, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 09, 2022 | |
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 | $ 500 | $ 400 | $ 1,400 | $ 1,100 | |||
Employers matching contribution, vesting percentage | 100% | ||||||
Total compensation cost recognized for stock-based compensation plans | 33,070 | 42,641 | $ 107,795 | 125,208 | |||
Unvested stock options, unrecognized stock-based compensation | 452,000 | $ 452,000 | |||||
Cost not yet recognized, period for recognition (in years) | 4 years | ||||||
Expense (more than) | 40% | ||||||
Stock options, outstanding, intrinsic value (less than) | $ 100 | $ 100 | |||||
Stock options, outstanding, weighted average remaining contractual term (in years) | 4 years | ||||||
Stock options, exercisable, number (in shares) | 22,838,047 | 22,838,047 | |||||
Stock options, exercisable, intrinsic value (less than) | $ 100 | $ 100 | |||||
Stock options, exercisable, weighted average exercise price (in dollars per share) | $ 2.86 | $ 2.86 | |||||
Stock options, exercisable, weighted average remaining contractual term (in years) | 5 years 7 months 2 days | ||||||
Stock options | $ 100 | 11,300 | |||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Volume-weighted average stock closing price (in dollars per share) | $ 20 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Volume-weighted average stock closing price (in dollars per share) | $ 30 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total compensation cost recognized for stock-based compensation plans | $ 559 | 1,051 | $ 2,648 | 3,530 | |||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total compensation cost recognized for stock-based compensation plans | 20,603 | 19,499 | 62,539 | 54,782 | |||
PRSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total compensation cost recognized for stock-based compensation plans | 11,851 | 21,903 | 42,444 | 66,461 | |||
Unvested stock options, unrecognized stock-based compensation | 47,600 | $ 47,600 | |||||
Cost not yet recognized, period for recognition (in years) | 4 years | ||||||
Eligibility for vesting period (in days) | 90 days | ||||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding stock, percentage | 1% | ||||||
Total compensation cost recognized for stock-based compensation plans | $ 57 | 188 | $ 164 | 435 | |||
Maximum number of shares that may be purchased (in shares) | 10,152,025 | ||||||
Maximum number of shares that may be purchased by any one participant (in shares) | 5,000 | ||||||
Common stock, shares, issued (in shares) | 2,785,582 | 840,960 | 840,960 | ||||
Initial offering period (in month) | 5 months | ||||||
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 | ||||
Outstanding stock, percentage | 5% | ||||||
Common stock, shares, issued (in shares) | 399,374,685 | 399,374,685 | 383,998,718 | ||||
Common Class A | ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Discount rate (as percent) | 15% | ||||||
Number of shares available for issuance (in shares) | 9,311,065 | 9,311,065 | |||||
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 | |||||
2020 Equity and Management Incentive Plan | Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding stock, percentage | 7% | ||||||
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 | 11,000,000 | ||||
Maximum number of shares that may be purchased (in shares) | 2,131,783 | 2,131,783 | 0 | ||||
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 | ||||
Proceeds from stock options exercised | $ 0 | 1,000 | |||||
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 (in years) | 10 years | ||||||
2014 Plan | Stock options | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
2014 Plan | Stock options | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 5 years | ||||||
2014 Plan | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
2020 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total compensation cost recognized for stock-based compensation plans | $ 33,100 | $ 42,600 | $ 107,800 | $ 125,200 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Share-Based Payment Arrangement, Activity (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 34,864,267 | 36,378,558 |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Authorized Under Plans | 58,521,709 | 31,884,272 |
Shares Outstanding Under Plans | 43,767,670 | 29,805,319 |
Shares Remaining Under Plans | 5,193,626 | 242,473 |
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 | 26,741,587 | 30,084,285 |
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 | 11,000,000 |
Shares Outstanding Under Plans | 5,536,822 | 11,000,000 |
Shares Remaining Under Plans | 2,131,783 | 0 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 33,070 | $ 42,641 | $ 107,795 | $ 125,208 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 559 | 1,051 | 2,648 | 3,530 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 20,603 | 19,499 | 62,539 | 54,782 |
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 11,851 | 21,903 | 42,444 | 66,461 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 57 | $ 188 | $ 164 | $ 435 |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
2020 Plan | |
Number of stock options | |
Outstanding at beginning of period (in shares) | shares | 1,364,822 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (341,734) |
Outstanding at end of period (in shares) | shares | 1,023,088 |
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 stock options | |
Outstanding at beginning of period (in shares) | shares | 25,631,686 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (78,637) |
Forfeited (in shares) | shares | (1,437,790) |
Outstanding at end of period (in shares) | shares | 24,115,259 |
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 | 1.14 |
Forfeited (in dollars per share) | $ / shares | 2.42 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 2.72 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Total RSUs Activity (Details) - RSUs - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Number of shares | ||
Beginning balance (in shares) | 49,617,199 | 21,294,841 |
Granted (in shares) | 23,443,658 | 30,094,480 |
Released (in shares) | (12,568,029) | (4,518,984) |
Forfeited (in shares) | (4,947,831) | (1,460,459) |
Ending balance (in shares) | 55,544,997 | 45,409,878 |
Weighted-average grant date fair value per share | ||
Outstanding at beginning of period (in dollars per share) | $ 6.48 | $ 14.60 |
Granted (in dollars per share) | 1 | 2.62 |
Released (in dollars per share) | 6.58 | 14.31 |
Forfeited (in dollars per share) | 3.12 | 5.31 |
Outstanding at end of period (in dollars per share) | $ 4.45 | $ 6.99 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 40.70% |
Risk-free interest rate | 0.50% |
Dividend yield | 0% |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Total PRSUs Activity (Details) - PRSUs - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Number of shares | ||
Beginning balance (in shares) | 29,945,235 | 27,818,524 |
Granted (in shares) | 1,294,247 | 0 |
Vested (in shares) | (958,951) | (13,264) |
Forfeited (in shares) | (55,665) | (265,306) |
Ending balance (in shares) | 30,224,866 | 27,539,954 |
Weighted-average grant date fair value per share | ||
Outstanding at beginning of period (in dollars per share) | $ 8.92 | $ 9.58 |
Granted (in dollars per share) | 0.94 | 0 |
Vested (in dollars per share) | 1.23 | 8.90 |
Forfeited (in dollars per share) | 5.48 | 9.11 |
Outstanding at end of period (in dollars per share) | $ 8.83 | $ 9.58 |
Employee Benefit Plans - Sche_7
Employee Benefit Plans - Schedule of ESPP Valuation Assumption (Details) - ESPP | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility | 69.80% |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average risk-free interest rate | 5.40% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (as percent) | 0% | 0% | 0% | 0% | |
Deferred tax assets, net | $ 0 | $ 0 | |||
Unrecognized tax position | 0 | 0 | |||
Penalties accrued | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||||||
Net loss | $ (41,469) | $ (28,814) | $ (72,606) | $ (75,489) | $ (104,362) | $ (75,490) | $ (142,889) | $ (255,341) | |
Net loss attributable to Common Stockholders | $ (41,469) | $ (75,489) | $ (142,889) | $ (255,341) | |||||
Weighted shares outstanding - basic (in shares) | [1] | 480,770,283 | 477,690,204 | 480,921,520 | 475,609,571 | ||||
Weighted shares outstanding - diluted (in shares) | [1] | 480,770,283 | 477,690,204 | 480,921,520 | 475,609,571 | ||||
Net loss per share attributable to Common Stockholders—basic (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | ||||
Net loss per share attributable to Common Stockholders—diluted (in dollars per share) | [1] | $ (0.09) | $ (0.16) | $ (0.30) | $ (0.54) | ||||
[1] (1) Because the Company had a net loss during the nine months ended September 30, 2023 and 2022, 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_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share (in shares) | 110,908,210 | 100,323,307 | 110,908,210 | 100,323,307 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share (in shares) | 55,544,997 | 45,409,878 | 55,544,997 | 45,409,878 |
PRSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares excluded from computation of net loss per share (in shares) | 30,224,866 | 27,539,954 | 30,224,866 | 27,539,954 |
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 (in shares) | 25,138,347 | 27,373,475 | 25,138,347 | 27,373,475 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | 12 Months Ended | ||||
Jun. 29, 2023 USD ($) | Apr. 21, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 19, 2022 action | Sep. 16, 2021 action | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Contingent liabilities | $ 0 | $ 0 | ||||
Litigation settlement, amount awarded from other party | $ 22,000,000 | |||||
Insurance proceeds | $ 19,500,000 | |||||
Escrow deposit | $ 7,700,000 | |||||
Escrow deposit, remaining amount | $ 14,300,000 | |||||
Number of derivative actions | action | 2 | 2 |
Non-Insurance - Schedule of Per
Non-Insurance - Schedule of Performance Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Non-Insurance [Abstract] | |||||
Non-Insurance performance year receivable | $ 185,404 | $ 185,404 | $ 0 | ||
Non-Insurance, performance year obligation | 254,419 | 254,419 | $ 73,844 | ||
Amortization of the Non-Insurance performance year receivable | (556,211) | $ (1,757,702) | |||
Amortization of the Non-Insurance performance year obligation | 556,211 | 1,757,702 | |||
Non-Insurance revenue | $ 176,038 | $ 585,311 | $ 575,311 | $ 1,757,579 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reporting segments (in segments) | 2 |
Operating Segments - Schedule o
Operating Segments - Schedule of Revenue by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | $ 301,230 | $ 267,892 | $ 932,699 | $ 814,566 | |
Non-Insurance revenue | 176,038 | 585,311 | 575,311 | 1,757,579 | |
Other income | 4,798 | 3,614 | 15,459 | 5,751 | |
Intersegment revenues | 482,066 | 856,817 | 1,523,469 | 2,577,896 | |
Net medical claims incurred | 418,959 | 839,799 | 1,328,403 | 2,560,307 | |
Gross profit (loss) | 63,107 | 17,018 | 195,066 | 17,589 | |
Total assets | 1,059,797 | 1,557,679 | 1,059,797 | 1,557,679 | $ 808,620 |
Ceded premiums | 106 | 116 | 341 | 354 | |
Operating Segments | Insurance | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 301,230 | 267,892 | 932,699 | 814,566 | |
Non-Insurance revenue | 0 | 0 | 0 | 0 | |
Other income | 3,338 | 957 | 7,192 | 1,448 | |
Net medical claims incurred | 236,533 | 231,211 | 753,877 | 746,612 | |
Gross profit (loss) | 68,035 | 37,638 | 186,014 | 69,402 | |
Total assets | 464,942 | 476,025 | 464,942 | 476,025 | |
Operating Segments | Non-Insurance | |||||
Revenue, Major Customer [Line Items] | |||||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | 0 | 0 | |
Non-Insurance revenue | 176,038 | 585,311 | 575,311 | 1,757,579 | |
Other income | (478) | 457 | 1,266 | 477 | |
Net medical claims incurred | 183,173 | 609,650 | 573,566 | 1,815,771 | |
Gross profit (loss) | (7,613) | (23,882) | 3,011 | (57,715) | |
Total assets | 374,817 | 715,672 | 374,817 | 715,672 | |
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 | 14,696 | 15,494 | 44,466 | 58,334 | |
Net medical claims incurred | 4,691 | 1,980 | 11,821 | 7,155 | |
Gross profit (loss) | 53,340 | 43,468 | 144,865 | 127,298 | |
Total assets | 905,477 | 859,637 | 905,477 | 859,637 | |
Intersegment revenues | |||||
Revenue, Major Customer [Line Items] | |||||
Intersegment revenues | (43,335) | (29,954) | (112,220) | (76,119) | |
Intersegment revenues | Insurance | |||||
Revenue, Major Customer [Line Items] | |||||
Intersegment revenues | 0 | 0 | 0 | 0 | |
Intersegment revenues | Non-Insurance | |||||
Revenue, Major Customer [Line Items] | |||||
Intersegment revenues | 0 | 0 | 0 | 0 | |
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 | (12,758) | (13,294) | (37,465) | (54,508) | |
Net medical claims incurred | (5,438) | (3,042) | (10,861) | (9,231) | |
Gross profit (loss) | (50,655) | (40,206) | (138,824) | (121,396) | |
Total assets | $ (685,439) | $ (493,655) | $ (685,439) | $ (493,655) |
Operating Segments - Schedule_2
Operating Segments - Schedule of Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||||||
Gross profit | $ 63,107 | $ 17,018 | $ 195,066 | $ 17,589 | ||||
Salaries and benefits | 60,567 | 70,142 | 193,211 | 209,724 | ||||
General and administrative expenses | 41,747 | 47,832 | 141,588 | 152,569 | ||||
Premium deficiency reserve expense (benefit) | 392 | (27,476) | (6,556) | (82,428) | ||||
Depreciation and amortization | 557 | 616 | 1,835 | 2,028 | ||||
Restructuring costs | 1,313 | 0 | 7,870 | 0 | ||||
Interest expense | 0 | 404 | 7 | 1,197 | ||||
Amortization of notes and securities discounts and debt issuance costs | 0 | 9 | 0 | 27 | ||||
Loss (gain) on investment | 0 | 980 | 0 | (10,187) | ||||
Net loss | $ (41,469) | $ (28,814) | $ (72,606) | $ (75,489) | $ (104,362) | $ (75,490) | $ (142,889) | $ (255,341) |
Restructuring costs - Additiona
Restructuring costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of positions eliminated as a percent | 10% | ||||
Restructuring costs | $ 1,313 | $ 0 | $ 7,870 | $ 0 | |
Depreciation and Amortization | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 100 | $ 100 |
Restructuring costs - Schedule
Restructuring costs - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total Restructuring costs | $ 1,313 | $ 7,870 |
Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Restructuring costs | 58 | 4,620 |
Vendor related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Restructuring costs | 1,245 | 3,166 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Restructuring costs | $ 10 | $ 84 |
Restructuring costs - Schedul_2
Restructuring costs - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | ||
Liability as of December 31, 2022 | $ 0 | |
Charges | $ 1,313 | 7,870 |
Cash payments | (4,020) | |
Liability as of September 30, 2023 | 3,850 | 3,850 |
Total cumulative costs incurred as of September 30, 2023 | 7,870 | 7,870 |
Employee Termination Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Liability as of December 31, 2022 | 0 | |
Charges | 58 | 4,620 |
Cash payments | (2,893) | |
Liability as of September 30, 2023 | 1,727 | 1,727 |
Total cumulative costs incurred as of September 30, 2023 | 4,620 | 4,620 |
Vendor related costs | ||
Restructuring Reserve [Roll Forward] | ||
Liability as of December 31, 2022 | 0 | |
Charges | 1,245 | 3,166 |
Cash payments | (1,043) | |
Liability as of September 30, 2023 | 2,123 | 2,123 |
Total cumulative costs incurred as of September 30, 2023 | 3,166 | 3,166 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Liability as of December 31, 2022 | 0 | |
Charges | 10 | 84 |
Cash payments | (84) | |
Liability as of September 30, 2023 | 0 | 0 |
Total cumulative costs incurred as of September 30, 2023 | $ 84 | $ 84 |