Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 05, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 360,169,848 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for use in connection with its 2024 annual meeting of stockholders will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of registrant's fiscal year and are incorporated by reference into Part III hereof. | ||
Entity Central Index Key | 0001801170 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Registrant Name | CLOVER HEALTH INVESTMENTS, CORP. /DE | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 405,643,096 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 89,649,365 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 122,863 | $ 103,791 |
Short-term investments | 12,218 | 41,457 |
Investment securities, available-for-sale (Amortized cost: 2023: $101,412; 2022: $193,300) | 100,702 | 189,498 |
Investment securities, held-to-maturity (Fair value: 2023: $6,778; 2022: $15) | 6,902 | 15 |
Accrued retrospective premiums | 22,076 | 20,387 |
Other receivables | 16,666 | 23,596 |
Healthcare receivables | 64,164 | 70,607 |
Non-Insurance receivable | 10,926 | 52,955 |
Surety bonds and deposits | 55,631 | 100,502 |
Prepaid expenses | 14,418 | 18,146 |
Other assets, current | 1,404 | 4,043 |
Total current assets | 427,970 | 624,997 |
Investment securities, available-for-sale (Amortized cost: 2023: $121,868; 2022: $142,940) | 120,208 | 137,368 |
Investment securities, held-to-maturity (Fair value: 2023: $692; 2022: $636) | 793 | 742 |
Property and equipment, net | 5,082 | 5,753 |
Operating lease right-of-use assets | 3,382 | 4,025 |
Goodwill and other intangible assets | 2,990 | 20,000 |
Other assets, non-current | 10,246 | 15,735 |
Total assets | 570,671 | 808,620 |
Current liabilities | ||
Unpaid claims | 138,593 | 141,947 |
Non-Insurance performance year obligation, current | 15,568 | 73,844 |
Non-Insurance payable | 41,565 | 148,191 |
Accounts payable and accrued expenses | 37,184 | 32,445 |
Accrued salaries and benefits | 21,061 | 23,962 |
Deferred revenue | 3,099 | 0 |
Operating lease liabilities | 1,665 | 1,827 |
Premium deficiency reserve | 0 | 7,239 |
Total current liabilities | 261,115 | 431,507 |
Long-term operating lease liabilities | 2,998 | 4,033 |
Other liabilities, non-current | 20,164 | 16,193 |
Total liabilities | 284,277 | 451,733 |
Commitments and Contingencies (Note 19) | ||
Stockholders' equity | ||
Additional paid-in capital | 2,461,238 | 2,319,157 |
Accumulated other comprehensive loss | (2,370) | (9,374) |
Accumulated deficit | (2,159,794) | (1,946,433) |
Less: Treasury stock, at cost; 7,912,750 and 2,072,752 shares held at December 31, 2023 and December 31, 2022, respectively | (12,729) | (6,509) |
Total stockholders' equity | 286,394 | 356,887 |
Total liabilities and stockholders' equity | 570,671 | 808,620 |
Common Class A | ||
Stockholders' equity | ||
Common stock, value | 40 | 37 |
Common Class B | ||
Stockholders' equity | ||
Common stock, value | 9 | 9 |
Related party | ||
Current liabilities | ||
Due to related parties, net | 1,363 | 1,566 |
Other liabilities, current | 1,363 | 1,566 |
Nonrelated Party | ||
Current liabilities | ||
Due to related parties, net | 1,017 | 486 |
Other liabilities, current | $ 1,017 | $ 486 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investment securities, available-for sale, amortized cost current | $ 101,412 | $ 193,300 |
Investment securities, held-to-maturity, fair value current | 6,778 | 15 |
Investment securities, available-for sale, amortized cost noncurrent | 121,868 | 142,940 |
Investment securities, held-to-maturity, fair value noncurrent | $ 692 | $ 636 |
Treasury stock, shares held (in shares) | 7,912,750 | 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) | 401,183,882 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 401,183,882 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues: | ||||
Premiums earned, net (Net of ceded premiums of $444, $470, and $489 for the years ended December 31, 2023 and 2022, and 2021 respectively) | $ 1,235,769,000 | $ 1,084,869,000 | $ 799,414,000 | |
Non-Insurance revenue | 773,177,000 | 2,380,135,000 | 667,639,000 | |
Other income | 24,774,000 | 11,683,000 | 4,943,000 | |
Total revenues | 2,033,720,000 | 3,476,687,000 | 1,471,996,000 | |
Operating expenses: | ||||
Net medical claims incurred | 1,776,388,000 | 3,453,952,000 | 1,551,178,000 | |
Salaries and benefits | 257,157,000 | 278,725,000 | 260,458,000 | |
General and administrative expenses | 187,571,000 | 207,917,000 | 185,287,000 | |
Impairment of goodwill and other intangible assets | 15,945,000 | 0 | 0 | |
Premium deficiency reserve expense (benefit) | (7,239,000) | (93,517,000) | 110,628,000 | |
Depreciation and amortization | 2,509,000 | 1,187,000 | 1,246,000 | |
Restructuring costs | 9,931,000 | 0 | 0 | |
Other expense | 0 | 70,000 | 191,000 | |
Total operating expenses | 2,242,262,000 | 3,848,334,000 | 2,108,988,000 | |
Income (loss) from operations | (208,542,000) | (371,647,000) | (636,992,000) | |
Change in fair value of warrants | 86,000 | (900,000) | (66,146,000) | |
Interest expense | 7,000 | 1,333,000 | 3,193,000 | |
Amortization of notes and securities discounts | 0 | 30,000 | 13,717,000 | |
Loss (gain) on investment | 4,726,000 | (9,217,000) | 0 | |
Gain on extinguishment of note payable | 0 | (23,326,000) | 0 | |
Net loss | $ (213,361,000) | $ (339,567,000) | $ (587,756,000) | |
Per share data: | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
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] | 482,176,127 | 476,244,262 | 412,922,424 |
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | [1] | 482,176,127 | 476,244,262 | 412,922,424 |
Net unrealized gain (loss) on available-for-sale investments | $ 7,004,000 | $ (7,440,000) | $ (1,944,000) | |
Comprehensive loss | $ (206,357,000) | $ (347,007,000) | $ (589,700,000) | |
[1] (1) Because the Company had a Net loss during the years ended December 31, 2023, 2022, and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock units, 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. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Ceded premiums | $ 444 | $ 470 | $ 489 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Change in accounting policy | Legacy warrants | Public and private placement warrants | Treasury Stock | Treasury Stock Previously Reported | Additional paid-in capital | Additional paid-in capital Previously Reported | Additional paid-in capital Legacy warrants | Additional paid-in capital Public and private placement warrants | Accumulated deficit | Accumulated deficit Previously Reported | Accumulated deficit Change in accounting policy | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) Previously Reported | Noncontrolling interest | Noncontrolling interest Previously Reported | Common Class A | Common Class A Common stock | Common Class A Common stock Previously Reported | Common Class A Common stock Public and private placement warrants | Common Class A Common stock RSUs | Common Class A Common stock PRSUs | Common Class B | Common Class B Common stock | Common Class B Common stock Previously Reported | Common Class B Common stock Legacy warrants | Common Class B Common stock RSUs |
Beginning balance (in shares) at Dec. 31, 2020 | 139,444,346 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 447,747 | ||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||
Preferred stock conversion (in shares) | (139,444,346) | ||||||||||||||||||||||||||||
Preferred stock conversion | $ (447,747) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 89,206,266 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (613,193) | $ 0 | $ 411,867 | $ (1,028,982) | $ 10 | $ 3,903 | $ 0 | $ 9 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 4,303,062 | ||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 6,144 | 6,144 | |||||||||||||||||||||||||||
Stock-based compensation | 163,723 | 163,723 | |||||||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 541,076 | ||||||||||||||||||||||||||||
Unrealized holdings gain on investment securities, available-for-sale | (1,944) | (1,944) | |||||||||||||||||||||||||||
Preferred stock conversion (in shares) | 139,444,346 | ||||||||||||||||||||||||||||
Preferred stock conversion | 447,747 | 447,733 | $ 14 | ||||||||||||||||||||||||||
Issuance of common stock related to exercises of legacy and public and private placement warrants (in shares) | 9,408,264 | 7,205,490 | |||||||||||||||||||||||||||
Issuance of common stock related to exercises of legacy and public and private placement warrants | $ 97,782 | $ 81,673 | $ 97,781 | $ 81,672 | $ 1 | $ 1 | |||||||||||||||||||||||
Convertible debt conversion and other (in shares) | 75,084,703 | ||||||||||||||||||||||||||||
Convertible debt conversion and other issuances | 16,059 | 16,052 | $ 7 | ||||||||||||||||||||||||||
Issuance of common stock in connection with 2021 Business Combination and PIPE offering (in shares) | 143,475,108 | (49,975,104) | |||||||||||||||||||||||||||
Issuance of common stock in connection with 2021 Business Combination and PIPE offering | 666,241 | 666,232 | $ 14 | $ (5) | |||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 231,273,129 | (231,273,129) | |||||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock | 0 | $ 23 | $ (23) | ||||||||||||||||||||||||||
Conversion from Class A Common Stock to Class B Common Stock (in shares) | (88,514,196) | 88,514,196 | |||||||||||||||||||||||||||
Conversion from Class A Common Stock to Class B Common Stock | 0 | $ (9) | $ 9 | ||||||||||||||||||||||||||
Capital contribution for extinguishment of debt | 126,795 | 126,795 | |||||||||||||||||||||||||||
Acquisition of Public and Private Placement Warrants | (147,582) | (147,582) | |||||||||||||||||||||||||||
Issuance of common stock, net of stock issuance costs (in shares) | 52,173,913 | ||||||||||||||||||||||||||||
Issuance of common stock, net of stock issuance costs | 283,775 | 283,770 | $ 5 | ||||||||||||||||||||||||||
Treasury stock acquired (in shares) | 14,730 | (14,730) | |||||||||||||||||||||||||||
Treasury stock acquired | (147) | $ (147) | |||||||||||||||||||||||||||
Derecognition of Non-controlling interest | 0 | ||||||||||||||||||||||||||||
Net loss | (587,756) | (587,756) | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 352,645,626 | 352,645,626 | 118,206,768 | 118,206,768 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 15,000 | 14,730 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 540,040 | $ 539,317 | $ 723 | $ (147) | $ (147) | 2,154,187 | $ 2,154,187 | (1,616,015) | $ (1,616,738) | $ 723 | (1,934) | $ (1,934) | 3,903 | $ 3,903 | $ 34 | $ 34 | $ 12 | $ 12 | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 4,367,985 | ||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 1,400 | 1,400 | |||||||||||||||||||||||||||
Stock-based compensation | 164,305 | 164,305 | |||||||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 2,974,581 | 8,951 | 1,677,873 | ||||||||||||||||||||||||||
Unrealized holdings gain on investment securities, available-for-sale | (7,440) | (7,440) | |||||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 25,489,789 | (25,489,789) | |||||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock | 0 | $ 3 | $ (3) | ||||||||||||||||||||||||||
Treasury stock acquired (in shares) | 2,058,022 | (2,058,022) | |||||||||||||||||||||||||||
Treasury stock acquired | (6,362) | $ (6,362) | |||||||||||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 569,808 | ||||||||||||||||||||||||||||
Activities from Seek Dissolution | (735) | (735) | |||||||||||||||||||||||||||
Derecognition of Non-controlling interest | (3,903) | (3,903) | |||||||||||||||||||||||||||
Net loss | $ (339,567) | (338,844) | (339,567) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 383,998,718 | 383,998,718 | 383,998,718 | 94,394,852 | 94,394,852 | 94,394,852 | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 2,072,752 | 2,073,000 | 2,072,752 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 356,887 | 347,738 | $ 9,149 | $ (6,509) | $ (6,509) | 2,319,157 | $ 2,319,157 | (1,946,433) | $ (1,955,582) | $ 9,149 | (9,374) | $ (9,374) | 0 | $ 0 | $ 37 | $ 37 | $ 9 | $ 9 | |||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 79,189 | ||||||||||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 1,150 | 1,150 | |||||||||||||||||||||||||||
Stock-based compensation | 140,931 | 140,931 | |||||||||||||||||||||||||||
Vested restricted stock units and performance stock units (in shares) | 14,117,561 | 1,773,104 | |||||||||||||||||||||||||||
Vested restricted stock units | 2 | $ 2 | |||||||||||||||||||||||||||
Unrealized holdings gain on investment securities, available-for-sale | 7,004 | 7,004 | |||||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 8,300,224 | (8,300,224) | |||||||||||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock | 1 | $ 1 | |||||||||||||||||||||||||||
Treasury stock acquired (in shares) | 5,839,998 | (5,839,998) | |||||||||||||||||||||||||||
Treasury stock acquired | (6,220) | $ (6,220) | |||||||||||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 528,188 | ||||||||||||||||||||||||||||
Derecognition of Non-controlling interest | 0 | ||||||||||||||||||||||||||||
Net loss | $ (213,361) | $ (204,212) | (213,361) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 401,183,882 | 401,183,882 | 87,867,732 | 87,867,732 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 7,912,750 | 7,912,750 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 286,394 | $ (12,729) | $ 2,461,238 | $ (2,159,794) | $ (2,370) | $ 0 | $ 40 | $ 9 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (213,361,000) | $ (339,567,000) | $ (587,756,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 2,509,000 | 1,187,000 | 1,246,000 |
Amortization of notes and securities discounts and debt issuance costs | 0 | 30,000 | 13,717,000 |
Stock-based compensation expense | 140,931,000 | 164,305,000 | 163,723,000 |
Change in fair value of warrants and amortization of warrants | 86,000 | (900,000) | (66,146,000) |
Accretion, net of amortization | (4,014,000) | (1,503,000) | 200,000 |
Net realized (gains) losses on investment securities | (20,000) | 267,000 | 53,000 |
Gain on extinguishment of note payable | 0 | (23,326,000) | 0 |
Gain on investment | 4,726,000 | (9,217,000) | 0 |
Impairment of goodwill and other intangible assets | 15,945,000 | 0 | 0 |
Premium deficiency reserve | (7,239,000) | (93,517,000) | 110,628,000 |
Changes in operating assets and liabilities: | |||
Accrued retrospective premiums | (1,689,000) | 14,536,000 | (94,000) |
Other receivables | 6,930,000 | (8,988,000) | (2,914,000) |
Reinsurance recoverable | 0 | 0 | (96,000) |
Surety bonds and deposits | 44,871,000 | (89,846,000) | (10,656,000) |
Prepaid expenses | 3,728,000 | (3,415,000) | (6,863,000) |
Other assets | 1,828,000 | (1,204,000) | (4,296,000) |
Healthcare receivables | 6,443,000 | (22,565,000) | (9,297,000) |
Non-Insurance receivable | 42,029,000 | (40,785,000) | (12,170,000) |
Operating lease right-of-use assets | 643,000 | 1,984,000 | 3,591,000 |
Unpaid claims | (3,557,000) | 2,589,000 | 36,948,000 |
Accounts payable and accrued expenses | 4,739,000 | 7,635,000 | 5,307,000 |
Accrued salaries and benefits | (2,901,000) | 8,784,000 | 11,169,000 |
Deferred revenue | 3,099,000 | 0 | 0 |
Deferred rent | 0 | 0 | 68,000 |
Other liabilities | 4,502,000 | 2,468,000 | 979,000 |
Non-Insurance performance year obligation | (58,276,000) | 36,953,000 | 36,891,000 |
Non-Insurance payable | (106,626,000) | 110,418,000 | 37,773,000 |
Operating lease liabilities | (1,197,000) | (2,671,000) | (4,331,000) |
Net cash used in operating activities | (115,871,000) | (286,348,000) | (282,326,000) |
Cash flows from investing activities: | |||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (175,567,000) | (369,396,000) | (876,252,000) |
Proceeds from sales of short-term investments and available-for-sale securities | 60,436,000 | 13,348,000 | 126,862,000 |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 255,728,000 | 472,098,000 | 314,666,000 |
Acquisition of business, net of cash acquired | 0 | (16,200,000) | 0 |
Purchases of property and equipment | (584,000) | (4,467,000) | (723,000) |
Acquisition of Character Biosciences, Inc. Series A preferred shares | 0 | (250,000) | 0 |
Net cash provided by (used in) investing activities | 140,013,000 | 95,133,000 | (435,447,000) |
Cash flows from financing activities: | |||
Payment of notes payable principal | 0 | 0 | (30,925,000) |
Change in restricted cash related to surety bonds, deposits, and escrow accounts | (28,791,000) | 82,422,000 | 0 |
Issuance of common stock, net of early exercise liability | 1,150,000 | 1,400,000 | 6,144,000 |
Proceeds from reverse recapitalization, net of transaction costs | 0 | 0 | 666,241,000 |
Proceeds received for the exercise of public and private warrants | 0 | 0 | 390,000 |
Issuance of common stock, net of stock issuance costs | 0 | 0 | 283,775,000 |
Payment for the redemptions of public warrants | 0 | 0 | (85,000) |
Treasury stock acquired | (6,220,000) | (6,362,000) | (147,000) |
Net cash (used in) provided by financing activities | (33,861,000) | 77,460,000 | 925,393,000 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (9,719,000) | (113,755,000) | 207,620,000 |
Cash, cash equivalents, and restricted cash, beginning of period | 186,213,000 | 299,968,000 | 92,348,000 |
Cash, cash equivalents, and restricted cash, end of period | 176,494,000 | 186,213,000 | 299,968,000 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents | 122,863,000 | 103,791,000 | 299,968,000 |
Restricted cash | 53,631,000 | 82,422,000 | 0 |
Total cash, cash equivalents, and restricted cash | 176,494,000 | 186,213,000 | 299,968,000 |
Supplemental cash flow disclosures | |||
Cash paid during the period for interest | 0 | 0 | 1,677,000 |
Supplemental disclosure of non-cash activities | |||
Conversion of preferred stock to common stock | 0 | 0 | 447,747,000 |
Issuance of common stock related to convertible debt | 0 | 0 | 16,059,000 |
Capital contribution for extinguishment of debt | 0 | 0 | 126,795,000 |
Activities from Seek Dissolution | 0 | 735,000 | 0 |
Issuance of common stock related to warrants exercised | 0 | 0 | 97,782,000 |
Acquisition of public and private warrants | 0 | 0 | 147,582,000 |
Issuance of common stock related to the exercise of public and private warrants | 0 | 0 | 81,283,000 |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 642,000 | 1,076,000 |
Recognition of equity method investments and preferred stock | 0 | 8,644,000 | 0 |
Derecognition of noncontrolling interest | 0 | 3,903,000 | 0 |
Conversion of Character Biosciences, Inc. convertible note to preferred stock | $ 0 | $ 250,000 | $ 0 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 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. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in the CMS ACO Reach Program, effective as of the end of the 2023 performance year. The Company’s exit from the ACO REACH Program follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023, and was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program. 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 20 (Non-Insurance) in these financial statements. The Company was originally incorporated as a Cayman Islands exempted company on October 18, 2019, as a special purpose acquisition company under the name Social Capital Hedosophia Holdings Corp. III ("SCH"). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Corp., a corporation originally incorporated on July 17, 2014, in the state of Delaware ("Legacy Clover"). Pursuant to the Merger Agreement, on January 7, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of SCH ("Merger Sub"), merged with and into Legacy Clover. The separate corporate existence of Merger Sub ceased, Legacy Clover survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "2021 Business Combination"). The 2021 Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Under the guidance in Accounting Standards Codification ("ASC") 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover Health Investments, Corp., as the parent company of the combined business, is the successor Securities and Exchange Commission ("SEC") registrant, meaning that Legacy Clover's financial statements for previous periods are disclosed in periodic reports filed with the SEC. As a result of the 2021 Business Combination, there were simultaneous changes to Legacy Clover's convertible securities, warrants, and convertible preferred stock. The 2021 Business Combination has had a significant impact on the Company's reported financial condition and results of operations as a consequence of the reverse recapitalization. The 2021 Business Combination closed on January 7, 2021, and on the following day the Company's Class A Common Stock and then outstanding public warrants were listed on the Nasdaq Global Select Market ("Nasdaq") for trading in the public market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The Company's consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. Reclassifications Certain amounts in the prior years' audited Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits and Change in restricted cash related to Surety Bonds, Deposits, and Escrow accounts. These reclassifications had no material effect on the previously reported Consolidated Financial Statements. 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 Consolidated Balance Sheets was as follows: 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 audited Consolidated Statements of Comprehensive Loss was as follows: Twelve Months Ended December 31, 2023 As Reported As computed excluding anticipated net investment income Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ (7,239) $ (16,388) $ 9,149 Total operating expenses 2,242,262 2,233,113 9,149 Loss from operations (208,542) (199,393) (9,149) Net loss $ (213,361) $ (204,212) $ (9,149) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.44) $ (0.42) $ (0.02) Twelve Months Ended December 31, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (94,240) $ 723 $ (93,517) Total operating expenses 3,847,611 723 3,848,334 Loss from operations (370,924) (723) (371,647) Net loss $ (338,844) $ (723) $ (339,567) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.71) $ — $ (0.71) There was no impact on the audited Consolidated Statements of Cash Flows. Deferred revenue Premiums earned, net is recognized as income in the period members are entitled to receive services, risk adjustment revenue, and other ancillary income. Premiums received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets and recognized within Premiums earned, net once earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's members are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. 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 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. Business Combinations The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill to the extent that the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance. Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the 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 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. The ACO has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS. Within Surety bonds and deposits on the Consolidated Balance Sheets, the Company includes amounts held in escrow- related to the financial guarantee as required with CMS, which is considered restricted cash in nature which is shown on the Company's audited Consolidated Statements of Cash Flow. Cash and cash equivalents Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. At December 31, 2023 and 2022, the Company had Cash and cash equivalents at financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal. Investment securities Short-term investments Short-term investments consist of investments that the Company expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. Investment securities, available-for-sale Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Company purchases that are not classified as held-to-maturity, are classified as available-for-sale financial assets. The Company's available-for-sale investments are U.S. Treasury fixed maturity securities, corporate debt, commercial paper, certificate of deposit, and agency bonds. Available-for-sale investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive income, net of applicable income taxes, until realized from a sale or an expected credit loss is recognized. Investment securities, held-to-maturity Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Company has a positive intent and ability to hold to maturity, are classified as held-to-maturity financial assets. The Company's held-to-maturity investments are comprised of U.S. Treasury fixed maturity securities. The held-to-maturity investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized. Impairment of investment securities Effective January 1, 2021, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available-for-sale and held-to-maturity securities for impairment, as further described below. Prior to January 1, 2021, the Company applied the other-than-temporary impairment model for available-for-sale securities in an unrealized loss position which did not result in impairments for 2020 or 2019. Beginning on January 1, 2021, the Company adopted ASC 326, which retained many similarities from the previous other-than-temporary impairment model but eliminated the consideration of the length of time over which the fair value had been less than cost. Additionally, under ASC 326, the expected losses on securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the security. The Company identifies securities that are in an unrealized loss position and could potentially have an impairment. This process involves monitoring market events that could impact issuers' credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Company considers relevant facts and circumstances in evaluating the impairment of a security. Relevant facts and circumstances considered include (1) the extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically related to the financial condition of the issuer or to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, and (6) the volatility of the fair value changes. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments. These risks and uncertainties include (1) the risk that management's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent financial statements could be provided to the Company's management to determine the fair value estimates and impairments, and (4) the risk that new information obtained by the Company, or changes in other facts and circumstances, could lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period. For available-for-sale securities whose fair value is less than their amortized cost that the Company does not intend to sell or is not required to sell, management evaluates the expected cash flows to be received as compared to amortized cost and determines if an expected credit loss has occurred. If an expected credit loss occurs, only the amount of the impairment related to the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income. To the extent the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, management recognizes an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Company reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2023, 2022, and 2021, there was no impairment loss reported. Held-to-maturity securities are evaluated for potential credit loss on a collective basis. The estimate of credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Allowance for expected credit losses The Company assesses outstanding receivables at each period for credit risk. The majority of receivables are from CMS, a United States government entity that presents very limited credit risk. Other income Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, and realized gains and losses. Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and expected credit losses. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis. Fair value measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. To determine the fair value of its investments, the Company utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased. Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Company would use in pricing the Company's assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below: Level 1 – Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 – Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 – Valuations are based on techniques that use significant inputs that are unobservable and reflect management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. The Company obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances. The ceding of insurance does not legally discharge the Company from its primary liability for the full amount of the policy coverage, and therefore the Company will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with its reinsurers. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are mostly 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 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 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 audited Consolidated Statement of Operations and Comprehensive Loss. For the year ended December 31, 2023 and 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 years ended December 31, 2023, 2022, and 2021 charges related to deferred acquisition costs of $6.8 million, $16.3 million, and $10.7 million respectively, were recognized within General and administrative expenses. Property and equipment, net Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset. Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was $11.7 million impairment of goodwill during the year ended December 31, 2023 and no impairment of goodwill for the years ended December 31, 2022 and 2021. Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Company may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Company will test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets in |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities The following tables present amortized cost and fair values of investments at December 31, 2023 and December 31, 2022, respectively: December 31, 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 $ 7,695 $ — $ (225) $ 7,470 Investment securities, available-for-sale U.S. government and government agencies and authorities 126,071 713 (3,070) 123,714 Corporate debt securities 95,354 165 (176) 95,343 Other 1,855 — (2) 1,853 Total held-to-maturity and available-for-sale investment securities $ 230,975 $ 878 $ (3,473) $ 228,380 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 December 31, 2023, by contractual maturity: December 31, 2023 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,902 $ 6,778 $ 101,412 $ 100,702 Due after one year through five years 682 599 121,868 120,208 Due after five years through ten years — — — — Due after ten years 111 93 — — Total $ 7,695 $ 7,470 $ 223,280 $ 220,910 For the years ended December 31, 2023 and 2022, respectively, net investment income, which is included within Other income within the audited Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Years ended December 31, 2023 2022 2021 (in thousands) Cash and cash equivalents $ 9,063 $ 3,619 $ 1 Short-term investments 1,812 1,797 195 Investment securities 7,499 2,127 348 Investment income, net $ 18,374 $ 7,543 $ 544 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 December 31, 2023, and December 31, 2022, respectively: December 31, 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 $ 12,584 $ (32) $ 61,628 $ (3,259) $ 74,212 $ (3,291) Corporate debt securities 61,007 (175) 5,017 (7) 66,024 (182) Total $ 73,591 $ (207) $ 66,645 $ (3,266) $ 140,236 $ (3,473) Number of positions 69 27 96 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 December 31, 2023 and December 31, 2022. At December 31, 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 December 31, 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 audited Consolidated Statements of Operations and Comprehensive Loss, were as follows for the year ended December 31, 2023 and 2022, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Proceeds from sales of investment securities $ 60,436 $ 13,348 $ 126,862 Proceeds from maturities of investment securities 255,728 472,098 314,666 Gross realized gains 39 7 24 Gross realized losses (19) (274) (77) Net realized gains (losses) $ 20 $ (267) $ (53) At December 31, 2023 and December 31, 2022, the Company had $14.7 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, respectively: December 31, 2023 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 123,714 $ — $ 123,714 Corporate debt securities — 95,343 — 95,343 Other 1,853 — — 1,853 Warrants receivable — — 814 814 Total assets at fair value $ 1,853 $ 219,057 $ 814 $ 221,724 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 The changes in balances of Clover's Level 3 financial assets and liabilities during the years ended December 31, 2023 and 2022, and 2021 were as follows: Convertible securities Derivative liabilities Warrants payable Warrants receivable Total (in thousands) Balance, December 31, 2020 $ 949,553 $ 44,810 $ 97,782 $ — $ 1,092,145 Settlements (949,553) (44,810) (97,782) — (1,092,145) Balance, December 31, 2021 $ — $ — $ — $ — $ — Receipts — — — 900 900 Balance, December 31, 2022 $ — $ — $ — $ 900 $ 900 Total unrealized losses (gains) — — — 86 86 Balance, December 31, 2023 $ — $ — $ — $ 814 $ 814 On November 14, 2022, the Company recognized contingent consideration of $3.0 million, for which the carrying value is approximately the same as the fair value, and was included as part of the consideration transferred for the 2022 Business Combination. There were no transfers in or out of Level 3 financial assets or liabilities for the years ended December 31, 2023 or December 31, 2022. Legacy, Public, and Private Placement Warrants On October 5, 2020, the Company entered into the Merger Agreement with SCH and simultaneously amended the warrants to be automatically exercisable for common stock in connection with the 2021 Business Combination. Pursuant to the Merger Agreement, the Loan Facility warrants and the September 2015 warrants automatically converted into 3,484,154 shares of Legacy Clover common stock and, after giving effect to the Exchange Ratio, converted into 7,205,490 shares of Class B Common Stock upon the closing of the 2021 Business Combination. As a result of the 2021 Business Combination, the Company assumed, at January 7, 2021, public warrants to purchase an aggregate of 27,599,938 shares of the Company's Class A Common Stock and private placement warrants to purchase an aggregate of 10,933,333 shares of the Company's Class A Common Stock. Each whole warrant entitled the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, at any time commencing on April 24, 2021. Private Warrants At December 31, 2022, 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 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 audited 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, with no other activity for the year ended December 31, 2022. The company reassesses the fair values of the warrants based on updated estimates and for the year ended December 31, 2023 we recognized $0.1 million of unrealized losses. Liability Measurement Warrants were accounted for as liabilities in accordance with ASC 815-40 and were presented within Warrants payable on the Consolidated Balance Sheets. The warrant liabilities were measured at fair value at inception and measured on a recurring basis, with changes in fair value presented within Change in fair value of warrants within the audited Consolidated Statements of Operations and Comprehensive Loss. The Company determined that the public warrants assumed in connection with the 2021 Business Combination were classified within Level 1 of the fair value hierarchy as the fair value was equal to the publicly traded price of the public warrants, and the private placement warrants, also assumed in connection with the 2021 Business Combination, were classified within Level 2 of the fair value hierarchy as the fair value was estimated using the price of the public warrants. On July 22, 2021, the Company issued a press release stating that it would redeem all of its public and private placement warrants. In connection with the redemption, effective August 24, 2021, the public warrants were delisted and classified within Level 2 of the fair value hierarchy as the fair value of the public warrants was based on proportional changes in the price of the Company's common stock. The end of the redemption period was September 9, 2021, at which time the Company redeemed all unexercised public and private placement warrants at a price of $0.10 per warrant. Following the redemption, no public or private placement warrants were outstanding. The following table presents the changes in the fair value of warrants payable: December 31, 2021 Public and Private Placement Warrants (in thousands) Initial measurement, January 7, 2021 $ 147,582 Mark-to-market adjustment (66,214) Warrants payable balance, Warrants exercised (81,283) Warrants payable balance, Warrant redemption (85) Warrants payable balance, December 31, 2021 $ — |
Healthcare Receivables
Healthcare Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Healthcare Receivables | Healthcare Receivables Healthcare 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 $64.2 million and $70.6 million within Healthcare receivables at December 31, 2023, and December 31, 2022, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 $13.0 million, $12.6 million, and $12.7 million for the years ended December 31, 2023, 2022, and 2021 respectively. Additionally, $1.4 million and $1.6 million were payable to CarePoint Health at December 31, 2023, and December 31, 2022, respectively. The Company has contracted with Rogue Trading, LLC ("Rogue"), a marketing services provider. The Company's Chief Executive Officer and a Director, Andrew Toy, is related to the Chief Executive Officer of Rogue. There were no expenses and fees related to these contracts for the years ended December 31, 2023 and 2022. Expenses and fees incurred related to these contracts were $0.3 million for the year ended December 31, 2021. 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. Expenses and fees incurred related to this agreement were $0.8 million, $0.3 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021 respectively. Vivek Garipalli, the Company's Executive Chairman and significant stockholder of the Company, is an indirect owner of Medical Records Exchange, LLC. 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). The fair value of these shares is $0.5 million at December 31, 2023, and is recognized within Other assets, non-current, on the Consolidated Balance Sheet. In accordance with ASC 321, any changes in fair value associated with these shares are recognized within the audited Consolidated Statements of Operations and Comprehensive Loss. 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 $2.3 million and $1.6 million for the years ended December 31, 2023 and 2022, respectively. Additionally, $0.2 million and $0.3 million were payable to Thyme Care at December 31, 2023, and December 31, 2022, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2023 2022 (in thousands) Capitalized software $ 6,482 $ 4,705 Leasehold improvements 3,035 3,035 Office furniture and fixtures 35 36 Equipment 113 288 Property and equipment, gross 9,665 8,064 Less: accumulated depreciation and amortization (4,583) (2,311) Property and equipment, net $ 5,082 $ 5,753 Depreciation expense recorded by the Company was approximately $0.4 million, $0.4 million, and $0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization expense recorded by the Company was approximately $1.0 million, $0.8 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Changes in the carrying amount of goodwill for the Company's reportable segments for the years ended December 31, 2023 and 2022, respectively, were as follows: Corporate/Other Total (in thousands) Balance at January 1, 2022 $ 1,243 $ 1,243 Acquisitions 10,506 10,506 Balance at December 31, 2022 11,749 11,749 Impairment (11,749) (11,749) Balance at December 31, 2023 $ — $ — The following table presents details of the Company's other intangible assets at December 31, 2023 and 2022, respectively: 2023 2022 Weighted Average life Cost Accumulated Impairment Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount (in thousands) Other intangible assets: Licenses Indefinite 2,990 — — 2,990 2,990 — 2,990 Developed Technology 5 5,400 1,219 4,181 — 5,400 139 5,261 Amortization expense for other intangible assets was approximately $1.2 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively. In addition, the Company recognized impairment of $4.2 million which is described in further detail below. The Company does not estimate any amortization expense in the five succeeding fiscal years. Goodwill and Intangible Asset Impairment During the three months ended December 31, 2023, there was a change in strategy identified in relation to the Company's goodwill and intangible assets within its Corporate/Other segment. This change in strategy was determined to be a triggering event. This triggering event indicated that it should test the related goodwill balance and long-lived assets for impairment in its Corporate/Other segment. For goodwill, the Company updated its quantitative impairment assessment for its reporting units, Juxly and MSPNJ, within Corporate/Other segment goodwill based on the most recent data and Company strategy. In performing its quantitative impairment assessment, the fair value of the Company's reporting units was estimated by using a discounted cash flow ("DCF") analysis. The reporting unit goodwill was established in connection with the acquisition of Medical Services Professionals of New Jersey, LLC (“MSPNJ”) and Principium Health, LLC (“Principium”) on February 28, 2019 and Juxly, LLC on November 14, 2022. Based on its quantitative impairment assessment, the Company determined that the fair value of its reporting units within Corporate/Other segment were less than their carrying value. The analysis resulted in a goodwill impairment charge of $11.7 million in the fourth quarter ended December 31, 2023, representing all of the remaining goodwill within the Corporate/Other segment, which is recorded within the Goodwill and intangible assets impairment line item in the audited Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2023. For indefinite lived intangible assets, the Company tested each asset group within its Corporate/Other segment by first performing a recoverability test, comparing projected discounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups. The Company then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed. Determining the fair value of those asset groups involves the use of significant estimates and assumptions, including projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends, and estimated discount rates based on the asset group's weighted average return on assets, as derived from various methods. As a result, the Company recorded a total impairment charge for intangible assets acquired as part of the Juxly acquisition of approximately $4.2 million for the year ended December 31, 2023. For the year ended December 31, 2022, there were no circumstances that indicate that the carrying amount within goodwill and intangible assets deemed to have an indefinite or definite useful life may not be recoverable. No impairment was recorded during the years ended December 31, 2022 and 2021. |
Unpaid Claims
Unpaid Claims | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022, respectively, is summarized as follows: Years ended December 31, 2023 2022 (in thousands) Gross and net balance, beginning of period (1) $ 137,395 $ 136,317 Incurred related to: Current year 996,158 1,023,355 Prior years (9,000) (39,324) Total incurred 987,158 984,031 Paid related to: Current year 865,930 892,495 Prior years 121,523 90,458 Total paid 987,453 982,953 Gross and net balance, end of period (1)(2) $ 137,100 $ 137,395 (1) Includes amounts due to related parties. (2) Differs from the total Unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $2.9 million and $6.1 million at December 31, 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 $137.1 million at December 31, 2023. During the year ended December 31, 2023, $121.5 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $9.0 million was recognized during the year ended December 31, 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 $39.3 million was recognized during the year ended December 31, 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 86.9% for the year ended December 31, 2023, and 87.2% for the year ended December 31, 2022. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a slower rate during the year ended December 31, 2023, than during the year ended December 31, 2022. The following tables provide information regarding incurred and paid claims development for medical claims, as well as cumulative claim frequency and the total of incurred but not reported liabilities at December 31, 2023, respectively: Cumulative incurred claims for the years ended December 31, Incurred year 2021* 2022* 2023 Total IBNR (1) Number of reported claims (in thousands) (in ones) 2021 and prior $ 2,138,604 $ 2,099,334 $ 1,938,863 $ 1,902 7,491,528 2022 — 1,023,355 910,776 4,652 3,358,454 2023 — — 996,158 130,546 3,141,069 Total $ 2,138,604 $ 3,122,689 $ 3,845,797 $ 137,100 13,991,051 (1) Differs from the total unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's ACO of $2.9 million as of December 31, 2023. Cumulative net paid claims through December 31, Paid year 2021* 2022* 2023 (in thousands) Incurred year 2021 and prior $ 2,002,287 $ 2,092,800 $ 1,936,643 2022 — 892,495 906,124 2023 — — 865,930 Total $ 2,002,287 $ 2,985,295 $ 3,708,697 * Unaudited supplemental information The reconciliation of net incurred and paid claims development tables to unpaid claims and claims adjustment expenses for medical claims on the Consolidated Balance Sheets is as follows: December 31, 2023 (in thousands) Cumulative incurred claims, net $ 3,845,797 Less: cumulative paid claims, net 3,708,697 Net unpaid claims, including claims adjustment expenses (1) $ 137,100 (1) The following balance reflects the unpaid claims for Medicare Advantage only. The ACO and other medical unpaid claims should be included in order to reconcile to the total unpaid claims on the Consolidated Balance Sheets. |
Reinsurance
Reinsurance | 12 Months Ended |
Dec. 31, 2023 | |
Insurance [Abstract] | |
Reinsurance | Reinsurance Medicare Advantage Reinsurance Agreement On January 1, 2021, the Company renewed a specific excess loss reinsurance agreement to reinsure its MA plan liabilities in excess of approximately $0.4 million, $0.6 million, and $0.6 million per covered person per agreement terms for the years ended December 31, 2023, 2022, and 2021, respectively. The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021, respectively, are as follows: Years ended December 31, 2023 2022 2021 (in thousands) Premiums earned, gross $ 1,236,213 $ 1,085,339 $ 799,903 Premiums earned, ceded (444) (470) (489) Net premiums earned $ 1,235,769 $ 1,084,869 $ 799,414 Years ended December 31, 2023 2022 2021 (in thousands) Claims incurred, gross $ 987,654 $ 985,197 $ 839,136 Claims incurred, ceded (496) (1,166) (1,002) Net claims incurred $ 987,158 $ 984,031 $ 838,134 Reinsurance recoverable for the MA plan at December 31, 2023 and 2022, respectively, were comprised of the following: Years ended December 31, 2023 2022 (in thousands) Reinsurance recoverable on paid claims, gross and net $ 46 $ 500 Reinsurance recoverable on unpaid claims — — Reinsurance premium payable — — Reinsurance recoverable, net $ 46 $ 500 Accountable Care Organization Reinsurance Arrangement Within the ACO arrangement there is an option for each ACO participant to elect participation in a reinsurance arrangement, which is not a separate contract and is included in the current ACO arrangement. The stop loss (charges) premiums and recoupments are incurred in accordance with the regulations set forth in the participation agreement in direct relation to the direct contracting program and will reduce the exposure of high dollar claims to the Company. The premiums (recoupments) are recognized as revenue (contra-revenue), respectively, within Non-Insurance revenue on the Statement of Operations as there is a right to the recoupments as the point of attachment in the stop loss agreement. The effects of the ACO reinsurance arrangements on the accompanying consolidated financial statements for the years ended December 31, 2023 and 2022, respectively, were as follows: Years ended December 31, 2023 2022 (in thousands) Non-Insurance revenue, gross and net $ 773,177 $ 2,380,135 Claims incurred, gross and net 771,798 2,460,879 Reinsurance recoverable, gross and net 10,926 52,955 Reinsurance recoverable represents the portion of paid claims and unpaid claims that are covered by reinsurance. Amounts recoverable from reinsurers are estimated in a manner consistent with the methods used to determine unpaid claims as detailed in Note 2 (Summary of Significant Accounting Policies). Life Policies and Annuity Contracts Clover acquired certain policies and related reinsurance agreements with the purchase of stock of Union Life Labor Insurance Company (Ullico) in April 2016. Ullico originally underwrote those policies which are primarily life policies and annuity contracts, prior to entering "run-off." All of the underwriting risk related to those policies and contracts has been ceded to third party reinsurers. A large portion of these cessions are in the form of 100% coinsurance where, in addition to the underwriting risk, administrative responsibilities, including premium collections and claim payments, are ceded to third party reinsurers. Approximately $5.1 million and $5.4 million of life insurance reserves at both December 31, 2023 and 2022, respectively, related to life insurance policies originally issued by Ullico are 100% coinsured with Southern Financial Life Insurance Company (SFLIC), a Louisiana domestic company, in full transfer of risk related to these policies. The life reserves are computed principally in accordance with Net Level Premium Method using mortality and persistency assumptions based upon the Company's experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1.0% to 4.5%. Under the arrangement, SFLIC is required to hold in trust an amount that covers all of the outstanding liabilities as of the reporting date. Approximately $0.9 million and $0.9 million of annuity reserves at both December 31, 2023 and 2022, respectively, related to annuity contracts originally issued by Ullico, are 100% ceded to Sagicor Life Insurance Company, a Texas domestic company, in full transfer of risk related to these contracts. The annuity reserves are computed principally using assumptions based on the Company's experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1.0% to 5.8%. Ceded life insurance and annuity reserves are included within other assets and gross life insurance and annuity reserves are included within other liabilities on the Consolidated Balance Sheets, respectively. A reinsurance agreement between two entities transfers the underwriting risk and liabilities to the reinsurer while the insurer retains the contractual relationship with the ultimate insured. As such, these reinsurance agreements do not completely relieve the Company of its potential liability to the ultimate insured. However, given the transfer of underwriting risk, such potential liability is limited to the credit exposure which exists should the reinsurer be unable to meet its obligations under these reinsurance agreements. The Company evaluates its reinsurers on a regular basis including their ratings and financial conditions. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | |
Derivative Liabilities | Derivative Liabilities In connection with the $373.8 million of convertible securities issued in 2019, the Company determined that certain of the conversion and redemption features were embedded derivatives and were bifurcated from the host instrument and accounted for as embedded derivative instruments. In connection with the convertible securities, the Company recognized a capital contribution of $44.8 million during the year ended December 31, 2021. This capital contribution of $44.8 million was recorded as an increase in additional paid in capital as the notes were issued to affiliates of the Company. Upon the completion of the 2021 Business Combination with SCH on January 7, 2021, the derivative balance was extinguished at January 7, 2021. See Note 4 (Fair Value Measurements) for additional information. |
Letter of Credit
Letter of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Letter of Credit | Letter of Credit On April 19, 2018, the Company entered into a secured letter of credit agreement (the "Letter") required for its subsidiary 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating Leases The Company leases office space in New Jersey, Tennessee, Georgia, and Hong Kong under non-cancelable operating leases. At December 31, 2023, the remaining terms of the operating leases were between one month and 63 months, and certain lease agreements contain provisions for future rent increases. For each lease the Company recorded a right-of-use (ROU) asset and lease liability at the earlier of the ASC 842 effective date or lease commencement date. The Company utilizes the straight-line method of recognizing lease expense. However, the Company is required to pay certain variable executory costs including common area maintenance, real estate taxes, and insurance that are expensed as incurred. These variable costs are excluded from the measurement of leases. Certain of the Company's leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at the Company's sole discretion. The ability to terminate a lease is determined by the applicable lease terms and conditions. The Company is not reasonably certain that it will exercise the renewal or termination options. Therefore, these options are not recognized as part of the ROU asset and lease liability. The Company subleases certain of its leases to third parties for which it receives rental income to manage occupancy costs. These subleases are classified as operating leases. Summary of Lease Costs Recognized Under ASC 842: The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company's operating leases for the years ended December 31, 2023, 2022, and 2021, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 1,346 $ 2,651 $ 4,515 Variable lease cost 51 56 515 Short-term lease cost — — 45 Sublease income (256) (1,124) (2,727) Total lease cost $ 1,141 $ 1,583 $ 2,348 Other information Cash paid for amounts included in the measurement of lease liabilities $ 1,907 $ 3,340 $ 5,248 Weighted-average remaining lease term 4.5 years 5.2 years 5.0 years Weighted-average discount rate 10.31 % 10.65 % 10.36 % The following table summarizes the Company's future lease payments for non-cancelable Operating lease liabilities at December 31, 2023: (in thousands) 2024 $ 1,737 2025 1,265 2026 1,155 2027 1,190 2028 303 Thereafter — Total lease payments 5,650 Less: imputed interest (987) Total $ 4,663 |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, and up to 500,000,000 shares of Class B common stock at December 31, 2023 and 2022. At December 31, 2023 and 2022, there were 401,183,882 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 December 31, 2023 and 2022, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 7,912,750 and 2,072,752 shares held in treasury at December 31, 2023 and 2022, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. At December 31, 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 December 31, 2023, there were no shares of preferred stock issued and outstanding. |
Variable Interest Entity and Eq
Variable Interest Entity and Equity Method of Accounting | 12 Months Ended |
Dec. 31, 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 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. On January 23, 2023, Character Biosciences, completed a second private capital transaction in which it raised 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%. 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 Consolidated Balance Sheets. For the year ended December 31, 2022, the Company recognized a gain on investment of $9.2 million which is included within Loss (gain) on investment on the audited 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 audited Consolidated Statements of Operations and Comprehensive Loss. In accordance with ASC 323, the Company recognized the proportionate share of Character Bioscience's net loss up to the investment carrying amount. As a result the Company recognized a shared loss of $4.7 million for the year ended December 31, 2023. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 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 $1.8 million, $1.6 million, and $1.2 million for the years ended December 31, 2023, 2022, and 2021 respectively, and are included within Salaries and benefits on the audited 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"), performance-based restricted stock units ("PRSUs") and stock options to acquire shares of the Company's common stock, to employees, directors, officers, and non-employee consultants of the Company and its affiliates, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs and PRSUs 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. When the 2014 Plan was terminated, the outstanding awards previously granted thereunder were assumed by the Company, and no new awards are available for grant under the 2014 Plan. Shares that are expired, terminated, surrendered, or canceled under the 2014 Plan without having been fully exercised are available for awards under the 2020 Plan. On March 9, 2022, the Board adopted the Company's 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") without stockholder approval in accordance with Nasdaq Listing Rules. Under the Inducement Plan, the Company may grant non-qualified stock options, RSUs, stock appreciation rights, and other stock or cash-based awards to an employee in connection with his or her commencement of employment, or following a bona fide period of non-employment, with the Company or an affiliate. 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 December 31, 2023 were as follows: December 31, 2023 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 24,041,781 N/A 2020 Plan 58,521,709 47,481,258 — 2020 MIP 33,426,983 26,741,587 — Inducement Plan 11,000,000 5,043,120 2,131,783 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 market 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 and generally vest over four one The Company recorded stock-based compensation expense for stock options, RSUs, and PRSUs granted under the Plans, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $140.9 million, $164.3 million, and $163.7 million during the years ended December 31, 2023, 2022, and 2021 respectively, and such expenses are presented within Salaries and benefits in the accompanying audited Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented within Salaries and benefits within the accompanying audited Consolidated Statements of Operations and Comprehensive Loss were as follows: Years ended December 31, 2023 2022 2021 (in thousands) Stock options $ 3,335 $ 3,445 $ 7,998 RSUs 83,790 75,312 65,514 PRSUs 53,611 85,270 89,930 ESPP 195 278 281 Total compensation cost recognized for stock-based compensation plans $ 140,931 $ 164,305 $ 163,723 At December 31, 2023, there was approximately $436.7 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. Stock Options The Company did not grant stock options during fiscal years 2023 and 2022. The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $3.36 per share. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the year ended December 31, 2021 were as follows: Year ended December 31, 2021 Weighted-average risk-free interest rate 1.06 % Expected term (in years) 6.06 Expected volatility 37.74 % Expected dividend yield — A summary of option activity under the 2020 Plan during the years ended December 31, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 1,364,822 $ 8.88 Granted — — Exercised — — Forfeited (411,922) 8.88 Outstanding, December 31, 2023 952,900 $ 8.88 A summary of stock option activity under the 2014 Plan during the years ended December 31, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 25,631,686 $ 2.35 Granted — — Exercised (79,189) 0.95 Forfeited (1,510,744) 2.43 Outstanding, December 31, 2023 24,041,753 $ 1.45 The aggregate intrinsic value of stock options is calculated as the excess of the fair market value of the closing price of the Company’s Class A common stock at December 31, 2023 (or the last trading date of 2023) over-the exercise price of the stock options. At December 31, 2023, outstanding stock options, substantially all of which are expected to vest, had an aggregate value of less than $0.1 million, and a weighted-average remaining contractual term of four years. At December 31, 2023, there were 23,319,559 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 5.36 years. The total value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was $0.1 million, $11.3 million, and $39.3 million respectively. Cash received from stock option exercises during the years ended December 31, 2023, 2022, and 2021 was less than $0.1 million, $1.0 million, and $6.1 million respectively. Restricted Stock Units A summary of total RSU activity for the year ended December 31, 2023 is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2023 49,617,199 $ 6.48 Granted during 2023 28,977,160 1.00 Released (15,054,999) 5.87 Forfeited (6,610,955) 2.76 Outstanding, December 31, 2023 56,928,405 $ 4.28 Performance Restricted Stock Units The Company has granted PRSUs to certain executives and key employees, which become eligible to vest based on achievement of certain Company or individual performance milestones (“Non-Market PRSUs”) and certain Company stock price targets (“Market PRSUs”), each as determined by the Compensation Committee. Market PRSUs will 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 expense referenced above is mainly attributable to Market PRSUs that vest based on pre-established milestones that 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 Non-Market PRSUs was based on the closing price of the Company’s Class A common stock and recognized as expense over the requisite performance period under the accelerated attribution method and is adjusted in future periods for the success or failure to achieve the specified performance condition. The grant date fair value of the Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition. Expense for Market PRSUs is recognized over the derived service 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 assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows: Year ended December 31, 2021 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. At December 31, 2023, the market condition component of these PRSUs has not been met, so the awards have not been earned. This expense represents most of the PRSU expense recognized for the year ended December 31, 2023 related to stock-based compensation plans which is presented within Salaries and benefits in the accompanying audited Consolidated Statements of Operations and Comprehensive Loss. 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. A summary of PRSU activity for the year ended December 31, 2023 is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2023 29,945,235 $ 8.92 Granted during 2023 3,200,913 0.95 Vested (958,951) 1.23 Forfeited (55,665) 5.48 Non-vested at December 31, 2023 32,131,532 $ 8.36 At December 31, 2023, there was $38.3 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, the Board adopted and the Company's stockholders approved the ESPP, which permits eligible employees and service providers of either the Company or designated related companies and affiliates to contribute up to 15% of their eligible compensation during defined offering periods to purchase shares of the Company’s Class A common stock at a 15% discount from the fair market value of the common stock as determined on specific dates at specific 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 December 31, 2023, 9,066,694 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 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 years ended December 31, 2023, 2022, and 2021 are as follows: Years ended 2023 2022 2021 Weighted-average risk-free interest rate 5.4 % 467.0 % 0.1 % Expected term (in years) 0.50 0.49 0.42 Expected volatility 82.3 % 78.4 % 147.4 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consisted of the following for the years ended December 31, 2023, 2022, and 2021, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Current provision $ — $ — $ — Deferred expense — — — Provision for income taxes $ — $ — $ — The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2023, 2022, and 2021, respectively, due to the following: Years ended December 31, 2023 2022 2021 (in thousands) Income tax provision at federal statutory rate (21%) $ (44,806) $ (71,157) $ (123,429) Hong Kong Rate Differential (59) — — Interest on convertible securities discount — — 2,867 162(m) Limitation 1,488 — — Warrant expense 18 (189) 13,905 Meals and entertainment 27 21 26 Stock based compensation 16,408 7,989 (5,665) Prior year true-up (221) (30,646) — Other, net (231) 317 (365) Valuation allowance 27,376 93,665 112,661 Provision for income taxes $ — $ — $ — Deferred income tax balances reflect the impact of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements and are stated at enacted tax rates expected to be in effect when the reported amounts are actually recovered or settled. Principal components of net deferred tax balances at December 31, 2023 and 2022, respectively, were as follows: Years ended December 31, 2023 2022 (in thousands) Deferred income tax assets: Net operating loss carryforward (NOL) $ 320,416 $ 294,335 Stock based compensation 66,251 56,743 Premium deficiency reserve — 3,442 Unpaid claim reserve discounting 420 384 Operating lease liability 290 1,231 Fixed assets and intangible assets 1,590 1,589 Accruals 5,175 9,927 Goodwill & Intangible 3,601 — Other 800 4,692 Total deferred income tax assets 398,543 372,343 Less: valuation allowance (396,906) (369,530) Total deferred income tax assets, net of valuation allowance 1,637 2,813 Deferred income tax liabilities: Operating lease right-of-use assets (672) (845) Nontaxable gain on deconsolidation of entity (943) (1,936) Other (22) (32) Total deferred income tax liabilities (1,637) (2,813) Net deferred income tax assets $ — $ — Operating loss and tax credit carryforwards and protective tax deposits At December 31, 2023 and 2022, the Company had a Federal net operating loss carryforward of $1,525.4 million and $1,401.6 million. Of the $1,525.4 million, Federal net operating loss carryforwards, $295.1 million begin to expire in 2033, and $1,230.3 million may be carried forward indefinitely, with the exception of net operating losses for the insurance companies. Under Internal Revenue Code Section 382, if a corporation undergoes and "ownership change", the corporation's ability to use its pre-change NOL. carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has completed a study through January 7, 2021 and concluded that ownership changes have occurred that may limit their utilization in future periods. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. At December 31, 2023 and 2022, the company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2023 and 2022. The Company does not have deposits admitted under Section 6603 of the Internal Revenue Code. Impact of tax planning strategies The Company does not have any tax planning strategies that include the use of reinsurance and there are no deferred tax liabilities not recognized. The Company files income tax returns in the United States. The U.S. Internal Revenue Service ("IRS") is not currently conducting any income tax audits of the Company's returns. The Company's federal income tax returns filed related to tax years subsequent to 2020 remain subject to examination by the IRS. The Company is not aware of any material adjustments that may be proposed as a result of any ongoing or future examinations and does not have material uncertain tax positions reflected in the Consolidated Balance Sheets. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (the “IRA”), which contains a number of tax-related provisions, including a 15% corporate alternative minimum tax imposed on certain corporations that meet an income-based test, as well as a 1% nondeductible excise tax on certain stock repurchases. The Company is not subject to the alternative minimum tax in 2023 based on the income-based test and it will continue to evaluate the IRA’s impact as further information becomes available. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 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: Years ended December 31, 2023 2022 2021 (in thousands, except per share and share amounts) Net loss $ (213,361) $ (339,567) $ (587,756) Net loss attributable to Common Stockholders (213,361) (339,567) (587,756) Basic and diluted weighted average number of common shares and common share equivalents outstanding 482,176,127 476,244,262 412,922,424 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.44) $ (0.71) $ (1.42) Because the Company had a Net loss during the years ended December 31, 2023, 2022, and 2021 the Company's potentially dilutive securities, which include 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: Years ended December 31, 2023 2022 2021 Options to purchase common stock 24,994,653 26,996,507 32,879,626 RSUs 56,928,405 49,617,199 21,294,841 PRSUs 32,131,532 29,945,235 27,818,524 Total anti-dilutive shares excluded from computation of net loss per share 114,054,590 106,558,941 81,992,991 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 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. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. 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. On February 5, 2024, the parties executed a stipulation of settlement which, subject to final court approval, will provide the defendants in the derivative lawsuits with customary releases and will require the Company to 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 in the amount of $2,500,000, which amount is subject to court approval. |
Non-Insurance
Non-Insurance | 12 Months Ended |
Dec. 31, 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 rebranded 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. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program, and follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The Company's operations in connection with the ACO REACH Model is included in the Non-Insurance operating segment. See Note 21 (Operating Segments) for additional information. Key components of the financial agreement for Non-Insurance include: • Performance Year Benchmark. The target amount for Medicare expenditures on covered items and services (Medicare Part A and B) furnished to an Accountable Care Organization's ("ACO's") aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the ACO's performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation. • Performance Year. A calendar year except for the commencement year, which began on April 1, 2021, and ended on December 31, 2021. • Risk-Sharing Arrangements. Used in determining the percent of savings and losses that ACOs are eligible to receive as shared savings or may be required to repay as shared losses. • Financial Reconciliation. The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditure for a given ACO's aligned population to the actual expenditures of that ACO's aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors. • Risk-Mitigation Options. ACOs may elect a "stop-loss arrangement" each performance year, which is designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. The Company has elected participation in the program for the current performance year. Additionally, CMS has created a mandatory risk corridor program that allocates the ACO's shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25% of the Performance Year Benchmark. 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. The tables below include the financial statement impacts of the performance guarantee: December 31, 2023 2022 (in thousands) Non-Insurance performance year obligation (1) 15,568 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. Years ended December 31, 2023 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (751,362) $ (2,385,116) Amortization of the Non-Insurance performance year obligation 751,362 2,385,116 Non-Insurance revenue 773,177 2,380,135 |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | Operating Segments The Company manages its operations based on two reportable operating segments: Insurance and Non-Insurance. Through the Insurance segment, the Company provides PPO and HMO plans to Medicare Advantage members in several states. The Company's Non-Insurance segment consists of its operations in connection with its participation in CMS' 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. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program, and follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. 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 Year ended December 31, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $444) 1,235,769 — — — 1,235,769 Non-Insurance revenue — 773,177 — — 773,177 Other income 10,336 5,267 59,569 (50,398) 24,774 Intersegment revenues — — 155,089 (155,089) — Net medical claims incurred 1,003,683 771,798 17,432 (16,525) 1,776,388 Gross profit (loss) 242,422 6,646 197,226 (188,962) 257,332 Total assets 401,812 71,878 873,971 (776,990) 570,671 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Year ended December 31, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $470) 1,084,869 — — — 1,084,869 Non-Insurance revenue — 2,380,135 — — 2,380,135 Other income 2,577 1,311 74,610 (66,815) 11,683 Intersegment revenues — — 108,249 (108,249) — Net medical claims incurred 996,410 2,460,879 9,042 (12,379) 3,453,952 Gross profit (loss) 91,036 (79,433) 173,817 (162,685) 22,735 Total assets 354,748 156,754 957,483 (660,365) 808,620 A reconciliation of the reportable segments' gross profit to the Net loss included in the audited Consolidated Statements of Operations and Comprehensive Loss is as follows: Year ended December 31, 2023 2022 (in thousands) Gross profit $ 257,332 $ 22,735 Salaries and benefits 257,157 278,725 General and administrative expenses 187,571 207,917 Impairment of goodwill and other intangible assets 15,945 — Premium deficiency reserve benefit (7,239) (93,517) Depreciation and amortization 2,509 1,187 Restructuring costs 9,931 — Other expense — 70 Change in fair value of warrants 86 (900) Interest expense 7 1,333 Amortization of notes and securities discounts — 30 Loss (gain) on investment 4,726 (9,217) Gain on debt extinguishment on note payable — (23,326) Net loss $ (213,361) $ (339,567) |
Dividend Restrictions
Dividend Restrictions | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Dividend Restrictions | Dividend Restrictions The 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 December 31, 2023 and December 31, 2022, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 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, in April 2023 the Company conducted a 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. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in its best interest to fully exit the ACO REACH Program, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The Company incurred costs related to not continuing with the program, which consisted of employee termination benefits and 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 audited Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Year ended December 31, 2023 (in thousands) Employee termination benefits $ 4,905 Vendor related costs 4,939 Other 87 Total Restructuring costs $ 9,931 UST HealthProof Transition As of December 31, 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 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 audited Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2022 $ — $ — $ — $ — Charges 4,795 4,939 87 9,821 Cash payments (3,014) (1,549) (87) (4,650) Liability as of December 31, 2023 $ 1,781 $ 3,390 $ — $ 5,171 Total cumulative costs incurred as of December 31, 2023 $ 4,795 $ 4,939 $ 87 $ 9,821 ACO REACH As of December 31, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits in the 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 Non-Insurance segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the audited Consolidated Statement of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023. Employee Termination Benefits (in thousands) Liability as of December 31, 2022 $ — Charges 110 Cash payments — Liability as of December 31, 2023 $ 110 Total cumulative costs incurred as of December 31, 2023 $ 110 |
Statutory Equity
Statutory Equity | 12 Months Ended |
Dec. 31, 2023 | |
Insurance [Abstract] | |
Statutory Equity | Statutory Equity Applicable insurance department regulations require that the Company's regulated insurance subsidiaries prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the department of insurance of the respective state of domicile. These practices vary in some aspects from U.S. GAAP, with significant differences including that (a) certain assets are not included in statutory surplus, (b) certain statutory reserves are established by a direct charge to surplus, and (c) certain charges are reported as charges to capital and surplus, rather than as a component of net income. The regulated insurance subsidiaries are subject to certain Risk-Based Capital ("RBC") requirements specified by the National Association of Insurance Commissioners ("NAIC"). Under those requirements, the amount of capital and surplus maintained by the Company's regulated insurance subsidiaries is to be determined based on various risk factors, such as (a) asset quality, (b) asset and liability matching, (c) loss reserve adequacy, and other business factors. Regulatory compliance is determined by a ratio of the Company's regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Generally, a ratio in excess of the regulatory threshold requires no corrective actions by the Company or regulators. At December 31, 2023 and 2022, the regulated insurance subsidiaries' capital and surplus of $187.4 million and $141.4 million, respectively, exceeded the minimum RBC requirements of approximately $113.7 million and $120.6 million, respectively. |
Regulatory Matters
Regulatory Matters | 12 Months Ended |
Dec. 31, 2023 | |
Regulated Operations [Abstract] | |
Regulatory Matters | Regulatory Matters The Company operates in a highly regulated environment. It is regulated by federal and state of New Jersey regulators. The Company's regulated insurance subsidiaries must be licensed by and are subject to regulation by New Jersey Department of Banking and Insurance, which requires periodic financial reports and enforces minimum capital and/or reserve requirements. The laws and regulations governing the Company's business and interpretations of those laws and regulations are subject to frequent change. Legislative, administrative, and public policy changes to the Health Care Reform Law continue to be debated, and the Company cannot predict if the Health Care Reform Law will be further modified, repealed, or replaced. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing the Company's business could require the Company to change how it conducts its business, restrict revenue and enrollment growth, increase health care and administrative costs and capital requirements, or expose the Company to increased liability in the courts for coverage determinations, contract interpretation and other actions. The health care industry is also regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation. Negative publicity may adversely affect the Company's financial position, results of operations and cash flows and damage its reputation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 2022 Financial Guarantee On January 5, 2024, CMS notified the Company that its performance year 2022 financial guarantees were officially released and canceled. As a result, $53.6 million previously recognized as restricted cash within Surety bonds and deposits was recognized as unrestricted cash. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial Information | December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 48,312 $ 69,718 Short-term investments 454 31,725 Investment securities, available-for sale 23,564 117,834 Investment securities, held-to-maturity 146 — Other assets, current 247 5,704 Total current assets 72,723 224,981 Intercompany interest receivable 4,958 4,958 Intercompany note receivable 40,000 40,000 Investment securities, available-for-sale 1,507 18,708 Investments in consolidated subsidiaries 197,012 115,571 Total assets $ 316,200 $ 404,218 Liabilities, Convertible Preferred Stock, and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 683 $ 865 Accrued salaries and benefits 6,598 6,576 Total current liabilities 7,281 7,441 Intercompany payable 22,165 39,530 Notes payable, net of discount and deferred issuance costs 360 360 Total liabilities 29,806 47,331 Stockholders' equity Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at December 31, 2023 and 2022; 401,183,882 and 383,998,718 issued and outstanding at December 31, 2023 and 2022, respectively 40 37 Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at December 31, 2023 and 2022; 87,867,732 and 94,394,852 issued and outstanding at December 31, 2023 and 2022, respectively (1) 9 9 Additional paid-in capital 2,461,238 2,319,157 Accumulated other comprehensive loss (2,370) (9,374) Accumulated deficit (2,159,794) (1,946,433) Less: Treasury stock, at cost; 7,912,750 and 2,072,752 shares held at December 31, 2023 and 2022, respectively (12,729) (6,509) Total stockholders' equity 286,394 356,887 Total liabilities, convertible preferred stock, and stockholders' equity $ 316,200 $ 404,218 Years ended December 31, 2023 2022 2021 Revenues: Other income $ 8,413 $ 5,898 $ 3,938 Total revenues 8,413 5,898 3,938 Operating expenses: General and administrative expenses 78 784 187 Total operating expenses 78 784 187 Income (loss) from operations 8,335 5,114 3,751 Change in fair value of warrants — — (66,146) Interest (income) expense — — 1,593 Amortization of notes and securities discount — — 13,681 Loss (gain) on equity investment 4,726 (5,314) — Gain on extinguishment of note payable — (23,326) — Equity in net losses of consolidated subsidiaries 216,970 373,321 648,580 Net loss $ (213,361) $ (339,567) $ (593,957) Years ended December 31, 2023 2022 2021 Cash flows from operating activities: Net loss $ (213,361) $ (339,567) $ (593,957) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of notes and securities discount and debt issuance costs — — 13,681 Intercompany stock-based compensation expense 140,931 164,305 163,470 Change in fair value of warrants and amortization of warrants — — (66,146) Gain on extinguishment of note payable — (23,326) — Accretion, net of amortization (1,614) (1,648) (163) Net realized losses on investment securities 4,321 (6,613) (53) Changes in operating assets and liabilities: Other assets 5,464 (6,339) 165 Accounts payable and accrued expenses (182) (334) (4,092) Intercompany accrued salaries and benefits 22 4,936 1,411 Intercompany payable (17,365) (36,681) 48,960 Net cash used in operating activities (81,784) (245,267) (436,724) Cash flows from investing activities: Purchases of short-term investments and available-for-sale securities (57,294) (250,030) (689,582) Proceeds from sales of short-term investments and available-for-sale securities 30,563 3,829 89,997 Proceeds from maturities of short-term investments available-for-sale securities 173,620 391,643 285,000 Investments in consolidated subsidiaries (81,441) 58,611 (63,622) Net cash provided by (used in) investing activities 65,448 204,053 (378,207) Cash flows from financing activities: Payment of notes payable principal — — (30,925) Issuance of common stock, net of early exercise liability 1,150 1,400 6,144 Proceeds from reverse recapitalization, net of transaction costs — — 666,241 Proceeds received for the exercise of Public and Private Warrants — — 390 Issuance of common stock, net of stock issuance costs — — 283,775 Payment for the redemptions of Public Warrants — — (85) Purchase of Treasury stock (6,220) (6,362) (147) Net cash (used in) provided by financing activities (5,070) (4,962) 925,393 Net (decrease) increase in Cash and cash equivalents (21,406) (46,176) 110,462 Cash and cash equivalents, beginning of year 69,718 115,894 5,432 Cash and cash equivalents, end of year $ 48,312 $ 69,718 $ 115,894 Supplemental cash flow disclosures Cash paid during the period for interest — — 1,677 Supplemental disclosure of non-cash investing and financing activities Conversion of preferred stock to common stock — — 447,747 Issuance of common stock related to convertible debt — — 16,059 Capital contribution for extinguishment of debt — — 126,795 Activities from Seek Dissolution — 735 — Issuance of common stock related to warrants exercised — — 97,782 Acquisition of public and private warrants — — 147,582 Issuance of common stock related to the exercise of Public and Private Warrants — — 81,283 Clover Health Investments, Corp. (the "Company") is a holding company incorporated on July 17, 2014, in the state of Delaware. The accompanying Financial Statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries since the date of acquisition. These Financial Statements should be read in conjunction with the Company's consolidated financial statements. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates. Investments in consolidated subsidiaries include regulated insurance subsidiaries and unregulated subsidiaries. The Company holds $83.2 million and $249.7 million of cash, cash equivalents, and investment securities at the parent and unregulated subsidiaries at December 31, 2023 and 2022, respectively. The Company holds $280.5 million and $224.8 million of cash, cash equivalents, and investment securities in regulated insurance subsidiaries at December 31, 2023 and 2022, respectively. Effective December 22, 2016, the Company contributed $40.0 million to Clover Insurance Company, a wholly-owned subsidiary, in exchange for a surplus note. The outstanding balance, including accrued interest, was due and payable on December 31, 2020, but remains unpaid with the payment terms under review for extension until December 31, 2024, by the Commissioner of Banking and Insurance of the State of New Jersey. No payment of principal or interest on the surplus note shall be made without the prior written approval of the Commissioner of Banking and Insurance of the State of New Jersey. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Additions Balance at Charged to Charge to other (Deductions) Balance at (in thousands) Year ended December 31, 2022 Valuation allowance for deferred tax assets $ 275,865 $ 93,665 $ — $ — $ 369,530 Year ended December 31, 2023 Valuation allowance for deferred tax assets 369,530 27,376 — — 396,906 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (213,361) | $ (339,567) | $ (587,756) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company's consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. |
Reclassifications | Reclassifications Certain amounts in the prior years' audited Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits and Change in restricted cash related to Surety Bonds, Deposits, and Escrow accounts. These reclassifications had no material effect on the previously reported Consolidated Financial Statements. |
Deferred revenue | Deferred revenue Premiums earned, net is recognized as income in the period members are entitled to receive services, risk adjustment revenue, and other ancillary income. Premiums received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets and recognized within Premiums earned, net once earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's members are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. |
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 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. |
Business Combinations | Business Combinations The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill to the extent that the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. |
Segment information | Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance. |
Performance guarantees | Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the 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 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. The ACO has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS. Within Surety bonds and deposits on the Consolidated Balance Sheets, the Company includes amounts held in escrow- related to the financial guarantee as required with CMS, which is considered restricted cash in nature which is shown on the Company's audited Consolidated Statements of Cash Flow. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. At December 31, 2023 and 2022, the Company had Cash and cash equivalents at financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal. |
Investment securities | Investment securities Short-term investments Short-term investments consist of investments that the Company expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. Investment securities, available-for-sale Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Company purchases that are not classified as held-to-maturity, are classified as available-for-sale financial assets. The Company's available-for-sale investments are U.S. Treasury fixed maturity securities, corporate debt, commercial paper, certificate of deposit, and agency bonds. Available-for-sale investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive income, net of applicable income taxes, until realized from a sale or an expected credit loss is recognized. Investment securities, held-to-maturity Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Company has a positive intent and ability to hold to maturity, are classified as held-to-maturity financial assets. The Company's held-to-maturity investments are comprised of U.S. Treasury fixed maturity securities. The held-to-maturity investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized. Impairment of investment securities Effective January 1, 2021, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available-for-sale and held-to-maturity securities for impairment, as further described below. Prior to January 1, 2021, the Company applied the other-than-temporary impairment model for available-for-sale securities in an unrealized loss position which did not result in impairments for 2020 or 2019. Beginning on January 1, 2021, the Company adopted ASC 326, which retained many similarities from the previous other-than-temporary impairment model but eliminated the consideration of the length of time over which the fair value had been less than cost. Additionally, under ASC 326, the expected losses on securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the security. The Company identifies securities that are in an unrealized loss position and could potentially have an impairment. This process involves monitoring market events that could impact issuers' credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Company considers relevant facts and circumstances in evaluating the impairment of a security. Relevant facts and circumstances considered include (1) the extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically related to the financial condition of the issuer or to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, and (6) the volatility of the fair value changes. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments. These risks and uncertainties include (1) the risk that management's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent financial statements could be provided to the Company's management to determine the fair value estimates and impairments, and (4) the risk that new information obtained by the Company, or changes in other facts and circumstances, could lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period. For available-for-sale securities whose fair value is less than their amortized cost that the Company does not intend to sell or is not required to sell, management evaluates the expected cash flows to be received as compared to amortized cost and determines if an expected credit loss has occurred. If an expected credit loss occurs, only the amount of the impairment related to the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income. To the extent the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, management recognizes an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Company reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2023, 2022, and 2021, there was no impairment loss reported. Held-to-maturity securities are evaluated for potential credit loss on a collective basis. The estimate of credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. |
Allowance for expected credit losses | Allowance for expected credit losses The Company assesses outstanding receivables at each period for credit risk. The majority of receivables are from CMS, a United States government entity that presents very limited credit risk. |
Other income | Other income Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, and realized gains and losses. Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and expected credit losses. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. To determine the fair value of its investments, the Company utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased. Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Company would use in pricing the Company's assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below: Level 1 – Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 – Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 – Valuations are based on techniques that use significant inputs that are unobservable and reflect management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. The Company obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances. The ceding of insurance does not legally discharge the Company from its primary liability for the full amount of the policy coverage, and therefore the Company will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with its reinsurers. |
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 mostly 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 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 |
Property and equipment, net | Property and equipment, net Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset. |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was $11.7 million impairment of goodwill during the year ended December 31, 2023 and no impairment of goodwill for the years ended December 31, 2022 and 2021. |
Reinsurance | Reinsurance In the normal course of business, the Company seeks to reduce losses by reinsuring certain levels of risk in areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. To minimize exposure to losses related to a reinsurer's inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of a reinsurer, the expected credit losses of Reinsurance recoverable is evaluated based upon a number of factors. Such factors include the amounts outstanding, history of losses, ratings of reinsurers, disputes, any collateral or letters of credit held and other relevant factors. The Company had no material credit allowances for Reinsurance recoverable at December 31, 2023 and 2022. Amounts recoverable from reinsurers are estimated in a manner consistent with the liability associated with the reinsured business and consistent with the terms of the underlying contracts. Although reinsurance agreements contractually obligate reinsurers to reimburse the Company for their share of losses, they do not discharge the primary liability of the Company. The Company remains liable for unpaid claims and claims adjustment expenses associated with ceded insured risks if the assuming reinsurers fail to meet their contractual obligations. The costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contracts. |
Unpaid claims and Medical claims incurred | Unpaid claims Unpaid claims and unpaid claims adjustment expenses include reported claims and incurred but not yet reported ("IBNR") claims, as well as the estimated expense of processing these claims. Management develops an estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Although there is considerable variability in such estimates, management believes that the unpaid claims and unpaid claims adjustment expense liability is adequate and represents management's best estimate of the ultimate cost of all reported and unreported claims incurred through the balance sheet date. The estimates are continually reviewed and adjusted as experience develops or new information becomes known. Changes in estimates are reflected in current consolidated operating results. Liabilities for both reported claims and IBNR not yet processed through the Company's systems are determined in the aggregate, employing actuarial methods that are commonly used by health insurance actuaries and meet actuarial standards of practice. Actuarial standards of practice require that the claim liabilities be appropriate under moderately adverse circumstances. Clover determines the amount of the liability for incurred but not paid claims by following a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project the best estimate of claim liabilities. Under this process, historical paid claims data is formatted into "claim triangles," which compare claim incurred dates to the dates of claim payments. This information is analyzed to create "completion factors" that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Completion factors are applied to claims paid through the period-end date to estimate the ultimate claim expense incurred for the period. Actuarial estimates of incurred but not paid claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. The Company's reserving practice is to consistently recognize an actuarial best estimate inclusive of a provision for moderately adverse conditions. This provision is reported as part of incurred claims. Medical claims incurred The Company recognizes the cost of medical claims in the period in which services are provided, including an estimate of the cost of medical claims IBNR. This methodology is applied for both the Company's Insurance and Non-Insurance operations. Medical claim expense reported within the audited Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses. Direct medical expenses include amounts paid or payable to hospitals, physicians, pharmacy benefit managers, providers of ancillary services, mandatory supplemental benefits, and is inclusive of the medical expense related to the Company's employed clinicians providing in-home care. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, which are estimated based on historical utilization of specific pharmaceuticals, current utilization and contract terms. Pharmacy rebates earned but not yet received from pharmaceutical manufacturers are included within Healthcare receivables within the Consolidated Balance Sheets. Overpayments to providers are recognized as a contra medical expense and reported within Other receivables within the Consolidated Balance Sheets. |
Premium deficiency reserve and Revenue recognition | Premium deficiency reserve A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Company's MA and MA Part D ("MAPD") business. Management reassesses the profitability of contracts for providing insurance coverage to members when operating results or forecasts indicate probable future losses. Management establishes a premium deficiency reserve in current operations to the extent that the sum of expected future costs, claim adjustment expenses, investment income, and maintenance costs exceeds related future premiums under contracts with consideration of investment income. For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts. Losses recognized as a premium deficiency are recorded in the period in which such losses were identified and reflected within the audited Consolidated Statements of Operations and Comprehensive Loss. Losses recognized as a premium deficiency result in a beneficial effect in subsequent periods as operating losses under these contracts are charged to the liability previously established. Revenue recognition Premiums earned, net Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and any adjustments to recognize rebates under the minimum benefit ratios required under the Health Care Reform Law. Premiums received in advance of the service period are reported within other liabilities on the Consolidated Balance Sheets and recognized as revenue when earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's enrollees are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. CMS uses a risk-adjustment model which adjusts premiums paid to MA contracts, based on risk scores that are compared with the overall average risk scores for the relevant state and market pool. Generally, if a risk score is below the average risk score the Company is required to make a risk adjustment payment into the risk pool, and if a risk score is above the average risk score the Company receives a risk adjustment payment from the risk pool. Risk adjustments can have a positive or negative retroactive impact to rates. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby prospective payments are based on the Company's estimated cost of providing standard Medicare-covered benefits to a member with an average risk profile. That baseline payment amount is adjusted to reflect the health status of enrolled membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information to CMS within prescribed deadlines. Estimated audit settlements are recorded as a reduction of premiums revenue within the Company's audited Consolidated Statements of Operations and Comprehensive Loss, based upon available information. Retrospective premiums involve the evaluation of past claims experience for the purpose of determining the actual cost of providing insurance for the customer. This evaluation is performed once every year and retrospective premiums are recognized in the year earned. MAPD revenue Payments received from CMS and members from Clover's participation in the MAPD program are determined from the Company's annual bid and represent amounts for providing prescription drug insurance coverage and are recognized as premium revenue ratably over the term of the annual contract. Such CMS payments are subject to risk sharing through risk corridor provisions. The risk corridor provisions compare costs targeted in bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to the Company or require the Company to refund to CMS a portion of the premiums received. As risk corridor provisions are considered in the overall annual bid process, management estimates and recognizes an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. Management records a receivable or payable at the contract level on the Consolidated Balance Sheets. Reinsurance and low-income cost subsidies represent funding from CMS in connection with the MAPD program for which Clover assumes no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member's out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with the annual bid. A reconciliation and related settlement of CMS' prospective subsidies against actual prescription drug costs paid is made after the end of the year. Consumer discounts of 50.0% on brand name prescription drugs for participants in the coverage gap are funded by CMS and pharmaceutical manufacturers. The Company accounts for these subsidies and discounts within other assets in the Consolidated Balance Sheets and as an operating activity in the audited Consolidated Statements of Cash Flows. The Company does not recognize premiums revenue or claim expenses for these subsidies or discounts. |
Notes and securities payable | Notes and securities payable Debt issuance costs Costs incurred in connection with Company's debt financings are capitalized and amortized to Interest expense over the life of the related debt using the effective interest method. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company's control over the use of that identified asset. The Company does not recognize leases with a lease term of one year or less on its Consolidated Balance Sheets. Leases with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU") assets and lease liabilities. The Company has sublease arrangements and recognizes sublease income from leasing excess space. Sublease income is recognized on a straight-line basis over the sublease term. At December 31, 2023 and 2022, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. At December 31, 2023 and 2022, the Company did not include optional extension periods in the measurement of its leases as they were not reasonably certain of exercise. The Company monitors its plans to renew its material leases on a quarterly basis. Where the rates implicit in the Company's leases are not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment over the lease term. Historically, the rate implicit in the leases has not been readily determinable and the appropriate incremental borrowing rate has been utilized. To estimate the appropriate incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. In determining the classification of a lease as operating or finance, ASC 842, Leases , allows for the use of judgment in determining whether the assumed lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in the lease guidance of 75.0% to represent "a major part" and 90.0% to represent "substantially all" as allowed in ASC 842 in evaluating leases for appropriate classification. These are applied consistently to the Company's entire portfolio of leases. |
Stock-based compensation | Stock-based compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company's stock-based payments include Options, RSUs, and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the grant date, and stock-based compensation costs are recognized as expense over the employees' requisite service periods, which are the vesting periods, on a straight-line basis. Nonemployee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified within the accompanying audited Consolidated Statements of Operations and Comprehensive Loss within Salaries and benefits. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The fair value of each Option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of each of the Company's Options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Comprehensive income | Comprehensive income Comprehensive income is a measurement of certain changes within Stockholders' equity that results from transactions and other economic events other than transactions with the stockholders. The cumulative amount of these changes is reported on the Consolidated Balance Sheets. |
Contingent liabilities | Contingent liabilities The Company records a provision for a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. |
Federal income taxes | Federal income taxes The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The Company also recognizes the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years' tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates. At December 31, 2023 and 2022, sufficient doubt existed over the Company's ability to generate sufficient taxable income to realize its deferred income tax assets, and accordingly, the Company provided a full valuation allowance against its deferred tax assets. The Company records tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability for an uncertain tax position, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. The Company did not have any material uncertain tax positions during the years ended December 31, 2023 and 2022. The Company classifies interest and penalties associated with uncertain tax positions in its provision for income taxes. The Company did not incur or record any interest and penalties related to uncertain tax positions at or during the years ended December 31, 2023 and 2022. |
General and administrative expenses | General and administrative expenses General and administrative expenses include professional service fees, outside legal, tax and accounting service fees, insurance, software application and system expenses, advertising and marketing, lease and occupancy costs and other overhead costs. General and administrative expenses also include claim adjudication and processing costs. |
Net loss per share | Net loss per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potentially dilutive common shares. For purposes of this calculation, outstanding Options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted during the year ended December 31, 2023 that are expected to materially impact the Company's consolidated financial statements. Accounting pronouncements effective in future periods In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205) , Income Statement—Reporting Comprehensive Income (Topic 220) , Distinguishing Liabilities from Equity (Topic 480) , Equity (Topic 505) , and Compensation—Stock Compensation (Topic 718); Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock” (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff announcements. This ASU does not provide any new guidance. ASU 2023-03 will become effective for the Company once the addition to the FASB Codification is made available. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update aim to improve reportable segment disclosures by requiring enhanced disclosures around significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual disclosures about segment profit or loss must be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 2024. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this update aim to provide more transparency regarding tax disclosures mainly related to the rate reconciliation and income taxes paid information. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets was as follows: 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 audited Consolidated Statements of Comprehensive Loss was as follows: Twelve Months Ended December 31, 2023 As Reported As computed excluding anticipated net investment income Effect of Change (in thousands) Premium deficiency reserve expense (benefit) $ (7,239) $ (16,388) $ 9,149 Total operating expenses 2,242,262 2,233,113 9,149 Loss from operations (208,542) (199,393) (9,149) Net loss $ (213,361) $ (204,212) $ (9,149) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.44) $ (0.42) $ (0.02) Twelve Months Ended December 31, 2022 As Reported Effect of Change As Adjusted (in thousands) Premium deficiency reserve expense (benefit) $ (94,240) $ 723 $ (93,517) Total operating expenses 3,847,611 723 3,848,334 Loss from operations (370,924) (723) (371,647) Net loss $ (338,844) $ (723) $ (339,567) Per share data: Net loss per share attributable to Class A and B common stockholders - basic and diluted $ (0.71) $ — $ (0.71) There was no impact on the audited Consolidated Statements of Cash Flows. |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment Securities Reconciliation | The following tables present amortized cost and fair values of investments at December 31, 2023 and December 31, 2022, respectively: December 31, 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 $ 7,695 $ — $ (225) $ 7,470 Investment securities, available-for-sale U.S. government and government agencies and authorities 126,071 713 (3,070) 123,714 Corporate debt securities 95,354 165 (176) 95,343 Other 1,855 — (2) 1,853 Total held-to-maturity and available-for-sale investment securities $ 230,975 $ 878 $ (3,473) $ 228,380 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 December 31, 2023, by contractual maturity: December 31, 2023 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,902 $ 6,778 $ 101,412 $ 100,702 Due after one year through five years 682 599 121,868 120,208 Due after five years through ten years — — — — Due after ten years 111 93 — — Total $ 7,695 $ 7,470 $ 223,280 $ 220,910 |
Schedule of Net Investment Income | For the years ended December 31, 2023 and 2022, respectively, net investment income, which is included within Other income within the audited Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Years ended December 31, 2023 2022 2021 (in thousands) Cash and cash equivalents $ 9,063 $ 3,619 $ 1 Short-term investments 1,812 1,797 195 Investment securities 7,499 2,127 348 Investment income, net $ 18,374 $ 7,543 $ 544 |
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 December 31, 2023, and December 31, 2022, respectively: December 31, 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 $ 12,584 $ (32) $ 61,628 $ (3,259) $ 74,212 $ (3,291) Corporate debt securities 61,007 (175) 5,017 (7) 66,024 (182) Total $ 73,591 $ (207) $ 66,645 $ (3,266) $ 140,236 $ (3,473) Number of positions 69 27 96 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 audited Consolidated Statements of Operations and Comprehensive Loss, were as follows for the year ended December 31, 2023 and 2022, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Proceeds from sales of investment securities $ 60,436 $ 13,348 $ 126,862 Proceeds from maturities of investment securities 255,728 472,098 314,666 Gross realized gains 39 7 24 Gross realized losses (19) (274) (77) Net realized gains (losses) $ 20 $ (267) $ (53) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, respectively: December 31, 2023 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 123,714 $ — $ 123,714 Corporate debt securities — 95,343 — 95,343 Other 1,853 — — 1,853 Warrants receivable — — 814 814 Total assets at fair value $ 1,853 $ 219,057 $ 814 $ 221,724 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 Clover's Level 3 financial assets and liabilities during the years ended December 31, 2023 and 2022, and 2021 were as follows: Convertible securities Derivative liabilities Warrants payable Warrants receivable Total (in thousands) Balance, December 31, 2020 $ 949,553 $ 44,810 $ 97,782 $ — $ 1,092,145 Settlements (949,553) (44,810) (97,782) — (1,092,145) Balance, December 31, 2021 $ — $ — $ — $ — $ — Receipts — — — 900 900 Balance, December 31, 2022 $ — $ — $ — $ 900 $ 900 Total unrealized losses (gains) — — — 86 86 Balance, December 31, 2023 $ — $ — $ — $ 814 $ 814 |
Schedule of Changes in Fair Value of Warrants Payable | The following table presents the changes in the fair value of warrants payable: December 31, 2021 Public and Private Placement Warrants (in thousands) Initial measurement, January 7, 2021 $ 147,582 Mark-to-market adjustment (66,214) Warrants payable balance, Warrants exercised (81,283) Warrants payable balance, Warrant redemption (85) Warrants payable balance, December 31, 2021 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2023 2022 (in thousands) Capitalized software $ 6,482 $ 4,705 Leasehold improvements 3,035 3,035 Office furniture and fixtures 35 36 Equipment 113 288 Property and equipment, gross 9,665 8,064 Less: accumulated depreciation and amortization (4,583) (2,311) Property and equipment, net $ 5,082 $ 5,753 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the Company's reportable segments for the years ended December 31, 2023 and 2022, respectively, were as follows: Corporate/Other Total (in thousands) Balance at January 1, 2022 $ 1,243 $ 1,243 Acquisitions 10,506 10,506 Balance at December 31, 2022 11,749 11,749 Impairment (11,749) (11,749) Balance at December 31, 2023 $ — $ — |
Schedule of Indefinite-Lived Intangible Assets | The following table presents details of the Company's other intangible assets at December 31, 2023 and 2022, respectively: 2023 2022 Weighted Average life Cost Accumulated Impairment Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount (in thousands) Other intangible assets: Licenses Indefinite 2,990 — — 2,990 2,990 — 2,990 Developed Technology 5 5,400 1,219 4,181 — 5,400 139 5,261 |
Schedule of Finite-Lived Intangible Assets | The following table presents details of the Company's other intangible assets at December 31, 2023 and 2022, respectively: 2023 2022 Weighted Average life Cost Accumulated Impairment Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount (in thousands) Other intangible assets: Licenses Indefinite 2,990 — — 2,990 2,990 — 2,990 Developed Technology 5 5,400 1,219 4,181 — 5,400 139 5,261 |
Unpaid Claims (Tables)
Unpaid Claims (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022, respectively, is summarized as follows: Years ended December 31, 2023 2022 (in thousands) Gross and net balance, beginning of period (1) $ 137,395 $ 136,317 Incurred related to: Current year 996,158 1,023,355 Prior years (9,000) (39,324) Total incurred 987,158 984,031 Paid related to: Current year 865,930 892,495 Prior years 121,523 90,458 Total paid 987,453 982,953 Gross and net balance, end of period (1)(2) $ 137,100 $ 137,395 (1) Includes amounts due to related parties. (2) Differs from the total Unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $2.9 million and $6.1 million at December 31, 2023 and 2022, respectively. |
Schedule of Claims Development and Claim Frequency | The following tables provide information regarding incurred and paid claims development for medical claims, as well as cumulative claim frequency and the total of incurred but not reported liabilities at December 31, 2023, respectively: Cumulative incurred claims for the years ended December 31, Incurred year 2021* 2022* 2023 Total IBNR (1) Number of reported claims (in thousands) (in ones) 2021 and prior $ 2,138,604 $ 2,099,334 $ 1,938,863 $ 1,902 7,491,528 2022 — 1,023,355 910,776 4,652 3,358,454 2023 — — 996,158 130,546 3,141,069 Total $ 2,138,604 $ 3,122,689 $ 3,845,797 $ 137,100 13,991,051 (1) Differs from the total unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's ACO of $2.9 million as of December 31, 2023. Cumulative net paid claims through December 31, Paid year 2021* 2022* 2023 (in thousands) Incurred year 2021 and prior $ 2,002,287 $ 2,092,800 $ 1,936,643 2022 — 892,495 906,124 2023 — — 865,930 Total $ 2,002,287 $ 2,985,295 $ 3,708,697 * Unaudited supplemental information |
Schedule of Reconciliation of Net Incurred and Paid Claims Development | The reconciliation of net incurred and paid claims development tables to unpaid claims and claims adjustment expenses for medical claims on the Consolidated Balance Sheets is as follows: December 31, 2023 (in thousands) Cumulative incurred claims, net $ 3,845,797 Less: cumulative paid claims, net 3,708,697 Net unpaid claims, including claims adjustment expenses (1) $ 137,100 (1) The following balance reflects the unpaid claims for Medicare Advantage only. The ACO and other medical unpaid claims should be included in order to reconcile to the total unpaid claims on the Consolidated Balance Sheets. |
Reinsurance (Tables)
Reinsurance (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Insurance [Abstract] | |
Schedule of Effects of Reinsurance | The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2023, 2022, and 2021, respectively, are as follows: Years ended December 31, 2023 2022 2021 (in thousands) Premiums earned, gross $ 1,236,213 $ 1,085,339 $ 799,903 Premiums earned, ceded (444) (470) (489) Net premiums earned $ 1,235,769 $ 1,084,869 $ 799,414 Years ended December 31, 2023 2022 2021 (in thousands) Claims incurred, gross $ 987,654 $ 985,197 $ 839,136 Claims incurred, ceded (496) (1,166) (1,002) Net claims incurred $ 987,158 $ 984,031 $ 838,134 Reinsurance recoverable for the MA plan at December 31, 2023 and 2022, respectively, were comprised of the following: Years ended December 31, 2023 2022 (in thousands) Reinsurance recoverable on paid claims, gross and net $ 46 $ 500 Reinsurance recoverable on unpaid claims — — Reinsurance premium payable — — Reinsurance recoverable, net $ 46 $ 500 The effects of the ACO reinsurance arrangements on the accompanying consolidated financial statements for the years ended December 31, 2023 and 2022, respectively, were as follows: Years ended December 31, 2023 2022 (in thousands) Non-Insurance revenue, gross and net $ 773,177 $ 2,380,135 Claims incurred, gross and net 771,798 2,460,879 Reinsurance recoverable, gross and net 10,926 52,955 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company's operating leases for the years ended December 31, 2023, 2022, and 2021, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 1,346 $ 2,651 $ 4,515 Variable lease cost 51 56 515 Short-term lease cost — — 45 Sublease income (256) (1,124) (2,727) Total lease cost $ 1,141 $ 1,583 $ 2,348 Other information Cash paid for amounts included in the measurement of lease liabilities $ 1,907 $ 3,340 $ 5,248 Weighted-average remaining lease term 4.5 years 5.2 years 5.0 years Weighted-average discount rate 10.31 % 10.65 % 10.36 % |
Schedule of Maturities of Operating Lease Liabilities | The following table summarizes the Company's future lease payments for non-cancelable Operating lease liabilities at December 31, 2023: (in thousands) 2024 $ 1,737 2025 1,265 2026 1,155 2027 1,190 2028 303 Thereafter — Total lease payments 5,650 Less: imputed interest (987) Total $ 4,663 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 were as follows: December 31, 2023 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 24,041,781 N/A 2020 Plan 58,521,709 47,481,258 — 2020 MIP 33,426,983 26,741,587 — Inducement Plan 11,000,000 5,043,120 2,131,783 |
Schedule of Stock-Based Compensation Cost | Compensation cost presented within Salaries and benefits within the accompanying audited Consolidated Statements of Operations and Comprehensive Loss were as follows: Years ended December 31, 2023 2022 2021 (in thousands) Stock options $ 3,335 $ 3,445 $ 7,998 RSUs 83,790 75,312 65,514 PRSUs 53,611 85,270 89,930 ESPP 195 278 281 Total compensation cost recognized for stock-based compensation plans $ 140,931 $ 164,305 $ 163,723 |
Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis | The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the year ended December 31, 2021 were as follows: Year ended December 31, 2021 Weighted-average risk-free interest rate 1.06 % Expected term (in years) 6.06 Expected volatility 37.74 % Expected dividend yield — |
Schedule of Stock Option Activity | A summary of option activity under the 2020 Plan during the years ended December 31, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 1,364,822 $ 8.88 Granted — — Exercised — — Forfeited (411,922) 8.88 Outstanding, December 31, 2023 952,900 $ 8.88 A summary of stock option activity under the 2014 Plan during the years ended December 31, 2023, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2023 25,631,686 $ 2.35 Granted — — Exercised (79,189) 0.95 Forfeited (1,510,744) 2.43 Outstanding, December 31, 2023 24,041,753 $ 1.45 |
Schedule of Total RSU Activity | A summary of total RSU activity for the year ended December 31, 2023 is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2023 49,617,199 $ 6.48 Granted during 2023 28,977,160 1.00 Released (15,054,999) 5.87 Forfeited (6,610,955) 2.76 Outstanding, December 31, 2023 56,928,405 $ 4.28 |
Schedule of Weighted Average Grant Date Fair Value of Performance Restricted Stock Units | The assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows: Year ended December 31, 2021 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 for the year ended December 31, 2023 is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2023 29,945,235 $ 8.92 Granted during 2023 3,200,913 0.95 Vested (958,951) 1.23 Forfeited (55,665) 5.48 Non-vested at December 31, 2023 32,131,532 $ 8.36 |
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 years ended December 31, 2023, 2022, and 2021 are as follows: Years ended 2023 2022 2021 Weighted-average risk-free interest rate 5.4 % 467.0 % 0.1 % Expected term (in years) 0.50 0.49 0.42 Expected volatility 82.3 % 78.4 % 147.4 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax | The provision for income taxes consisted of the following for the years ended December 31, 2023, 2022, and 2021, respectively: Years ended December 31, 2023 2022 2021 (in thousands) Current provision $ — $ — $ — Deferred expense — — — Provision for income taxes $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2023, 2022, and 2021, respectively, due to the following: Years ended December 31, 2023 2022 2021 (in thousands) Income tax provision at federal statutory rate (21%) $ (44,806) $ (71,157) $ (123,429) Hong Kong Rate Differential (59) — — Interest on convertible securities discount — — 2,867 162(m) Limitation 1,488 — — Warrant expense 18 (189) 13,905 Meals and entertainment 27 21 26 Stock based compensation 16,408 7,989 (5,665) Prior year true-up (221) (30,646) — Other, net (231) 317 (365) Valuation allowance 27,376 93,665 112,661 Provision for income taxes $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Principal components of net deferred tax balances at December 31, 2023 and 2022, respectively, were as follows: Years ended December 31, 2023 2022 (in thousands) Deferred income tax assets: Net operating loss carryforward (NOL) $ 320,416 $ 294,335 Stock based compensation 66,251 56,743 Premium deficiency reserve — 3,442 Unpaid claim reserve discounting 420 384 Operating lease liability 290 1,231 Fixed assets and intangible assets 1,590 1,589 Accruals 5,175 9,927 Goodwill & Intangible 3,601 — Other 800 4,692 Total deferred income tax assets 398,543 372,343 Less: valuation allowance (396,906) (369,530) Total deferred income tax assets, net of valuation allowance 1,637 2,813 Deferred income tax liabilities: Operating lease right-of-use assets (672) (845) Nontaxable gain on deconsolidation of entity (943) (1,936) Other (22) (32) Total deferred income tax liabilities (1,637) (2,813) Net deferred income tax assets $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Years ended December 31, 2023 2022 2021 (in thousands, except per share and share amounts) Net loss $ (213,361) $ (339,567) $ (587,756) Net loss attributable to Common Stockholders (213,361) (339,567) (587,756) Basic and diluted weighted average number of common shares and common share equivalents outstanding 482,176,127 476,244,262 412,922,424 Net loss per share attributable to Common Stockholders—basic and diluted $ (0.44) $ (0.71) $ (1.42) |
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: Years ended December 31, 2023 2022 2021 Options to purchase common stock 24,994,653 26,996,507 32,879,626 RSUs 56,928,405 49,617,199 21,294,841 PRSUs 32,131,532 29,945,235 27,818,524 Total anti-dilutive shares excluded from computation of net loss per share 114,054,590 106,558,941 81,992,991 |
Non-Insurance (Tables)
Non-Insurance (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Non-Insurance [Abstract] | |
Schedule of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee: December 31, 2023 2022 (in thousands) Non-Insurance performance year obligation (1) 15,568 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. Years ended December 31, 2023 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ (751,362) $ (2,385,116) Amortization of the Non-Insurance performance year obligation 751,362 2,385,116 Non-Insurance revenue 773,177 2,380,135 |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 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 Year ended December 31, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $444) 1,235,769 — — — 1,235,769 Non-Insurance revenue — 773,177 — — 773,177 Other income 10,336 5,267 59,569 (50,398) 24,774 Intersegment revenues — — 155,089 (155,089) — Net medical claims incurred 1,003,683 771,798 17,432 (16,525) 1,776,388 Gross profit (loss) 242,422 6,646 197,226 (188,962) 257,332 Total assets 401,812 71,878 873,971 (776,990) 570,671 Insurance Non-Insurance Corporate/Other Eliminations Consolidated Total Year ended December 31, 2022 (in thousands) Premiums earned, net (net of ceded premiums of $470) 1,084,869 — — — 1,084,869 Non-Insurance revenue — 2,380,135 — — 2,380,135 Other income 2,577 1,311 74,610 (66,815) 11,683 Intersegment revenues — — 108,249 (108,249) — Net medical claims incurred 996,410 2,460,879 9,042 (12,379) 3,453,952 Gross profit (loss) 91,036 (79,433) 173,817 (162,685) 22,735 Total assets 354,748 156,754 957,483 (660,365) 808,620 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | A reconciliation of the reportable segments' gross profit to the Net loss included in the audited Consolidated Statements of Operations and Comprehensive Loss is as follows: Year ended December 31, 2023 2022 (in thousands) Gross profit $ 257,332 $ 22,735 Salaries and benefits 257,157 278,725 General and administrative expenses 187,571 207,917 Impairment of goodwill and other intangible assets 15,945 — Premium deficiency reserve benefit (7,239) (93,517) Depreciation and amortization 2,509 1,187 Restructuring costs 9,931 — Other expense — 70 Change in fair value of warrants 86 (900) Interest expense 7 1,333 Amortization of notes and securities discounts — 30 Loss (gain) on investment 4,726 (9,217) Gain on debt extinguishment on note payable — (23,326) Net loss $ (213,361) $ (339,567) |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The Restructuring costs are presented in the Company's audited Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Year ended December 31, 2023 (in thousands) Employee termination benefits $ 4,905 Vendor related costs 4,939 Other 87 Total Restructuring costs $ 9,931 |
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 audited Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2022 $ — $ — $ — $ — Charges 4,795 4,939 87 9,821 Cash payments (3,014) (1,549) (87) (4,650) Liability as of December 31, 2023 $ 1,781 $ 3,390 $ — $ 5,171 Total cumulative costs incurred as of December 31, 2023 $ 4,795 $ 4,939 $ 87 $ 9,821 ACO REACH As of December 31, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits in the 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 Non-Insurance segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the audited Consolidated Statement of Operations and Comprehensive Loss, and total $0.1 million for the year ended December 31, 2023. Employee Termination Benefits (in thousands) Liability as of December 31, 2022 $ — Charges 110 Cash payments — Liability as of December 31, 2023 $ 110 Total cumulative costs incurred as of December 31, 2023 $ 110 |
Organization and Operations (De
Organization and Operations (Details) | Dec. 31, 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 | 12 Months Ended | |||
Jan. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) segment reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||||
Decrease In accumulated deficit | $ 700,000 | ||||
Accumulated deficit | $ 1,616,000,000 | $ (2,159,794,000) | $ (2,159,794,000) | $ (1,946,433,000) | $ (1,616,015,000) |
Number of reporting segments (in segments) | segment | 2 | ||||
Impairment loss | 0 | $ 0 | 0 | 0 | |
Amortization expense due to recognition of premium deficiency reserve | $ 0 | 0 | |||
Number of reporting units | reportingUnit | 1 | ||||
Impairment | 11,700,000 | $ 11,749,000 | 0 | 0 | |
Allowances for uncollectible reinsurance recoverable | $ 0 | 0 | 0 | ||
Asset impairment charges | $ 4,200,000 | 0 | 0 | ||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Useful lives of property and equipment, net | 3 years | 3 years | |||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Useful lives of property and equipment, net | 7 years | 7 years | |||
General and administrative expense | |||||
Accounting Policies [Line Items] | |||||
Amortization expense of deferred acquisition costs | $ 6,800,000 | $ 16,300,000 | $ 10,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Company's Condensed Consolidated Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2020 | ||
Accounting Policies [Line Items] | ||||||
Premium deficiency reserve | $ 0 | $ 7,239 | $ 109,905 | |||
Total current liabilities | 261,115 | 431,507 | 371,901 | |||
Total liabilities | 284,277 | 451,733 | 410,764 | |||
Accumulated deficit | (2,159,794) | (1,946,433) | (1,616,015) | $ 1,616,000 | ||
Total stockholders' equity | 286,394 | 356,887 | 540,040 | $ (613,193) | ||
Total liabilities and stockholders' equity | 570,671 | 808,620 | 950,804 | |||
Premium deficiency reserve expense (benefit) | (7,239) | (93,517) | 110,628 | |||
Operating Expenses | 2,242,262 | 3,848,334 | 2,108,988 | |||
Operating Income (Loss) | (208,542) | (371,647) | (636,992) | |||
Net Income (Loss) | $ (213,361) | $ (339,567) | $ (587,756) | |||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) | ||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) | ||
Previously reported | ||||||
Accounting Policies [Line Items] | ||||||
Premium deficiency reserve | $ 16,388 | $ 110,628 | ||||
Total current liabilities | 440,656 | 372,624 | ||||
Total liabilities | 460,882 | 411,487 | ||||
Accumulated deficit | (1,955,582) | (1,616,738) | ||||
Total stockholders' equity | 347,738 | 539,317 | ||||
Total liabilities and stockholders' equity | 808,620 | 950,804 | ||||
Premium deficiency reserve expense (benefit) | $ (16,388) | (94,240) | ||||
Operating Expenses | 2,233,113 | 3,847,611 | ||||
Operating Income (Loss) | (199,393) | (370,924) | ||||
Net Income (Loss) | $ (204,212) | $ (338,844) | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.42) | $ (0.71) | ||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.42) | $ (0.71) | ||||
Effect of Change | ||||||
Accounting Policies [Line Items] | ||||||
Premium deficiency reserve | $ (9,149) | (723) | ||||
Total current liabilities | (9,149) | (723) | ||||
Total liabilities | (9,149) | (723) | ||||
Accumulated deficit | 9,149 | 723 | ||||
Total stockholders' equity | 9,149 | 723 | ||||
Total liabilities and stockholders' equity | 0 | $ 0 | ||||
Premium deficiency reserve expense (benefit) | $ 9,149 | 723 | ||||
Operating Expenses | 9,149 | 723 | ||||
Operating Income (Loss) | (9,149) | (723) | ||||
Net Income (Loss) | $ (9,149) | $ (723) | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.02) | $ 0 | ||||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.02) | $ 0 | ||||
[1] (1) Because the Company had a Net loss during the years ended December 31, 2023, 2022, and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock units, 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 | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accounting Policies [Line Items] | ||||
Premium deficiency reserve expense (benefit) | $ (7,239) | $ (93,517) | $ 110,628 | |
Operating Expenses | 2,242,262 | 3,848,334 | 2,108,988 | |
Income (loss) from operations | (208,542) | (371,647) | (636,992) | |
Net Income (Loss) | $ (213,361) | $ (339,567) | $ (587,756) | |
Per share data: | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
Previously reported | ||||
Accounting Policies [Line Items] | ||||
Premium deficiency reserve expense (benefit) | $ (16,388) | $ (94,240) | ||
Operating Expenses | 2,233,113 | 3,847,611 | ||
Income (loss) from operations | (199,393) | (370,924) | ||
Net Income (Loss) | $ (204,212) | $ (338,844) | ||
Per share data: | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.42) | $ (0.71) | ||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.42) | $ (0.71) | ||
Effect of Change | ||||
Accounting Policies [Line Items] | ||||
Premium deficiency reserve expense (benefit) | $ 9,149 | $ 723 | ||
Operating Expenses | 9,149 | 723 | ||
Income (loss) from operations | (9,149) | (723) | ||
Net Income (Loss) | $ (9,149) | $ (723) | ||
Per share data: | ||||
Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share) | $ (0.02) | $ 0 | ||
Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.02) | $ 0 | ||
[1] (1) Because the Company had a Net loss during the years ended December 31, 2023, 2022, and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock units, 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Investment securities, held-to-maturity | ||
Amortized cost | $ 7,695 | |
Fair value | 7,470 | |
Total held-to-maturity and available-for-sale investment securities | ||
Amortized cost | 230,975 | $ 336,997 |
Accumulated unrealized gains | 878 | 48 |
Accumulated unrealized losses | (3,473) | (9,528) |
Fair value | 228,380 | 327,517 |
U.S. government and government agencies | ||
Investment securities, held-to-maturity | ||
Amortized cost | 7,695 | 757 |
Accumulated unrealized gains | 0 | 0 |
Accumulated unrealized losses | (225) | (106) |
Fair value | 7,470 | 651 |
Investment securities, available-for-sale | ||
Amortized cost | 126,071 | 237,457 |
Accumulated unrealized gains | 713 | 10 |
Accumulated unrealized losses | (3,070) | (9,000) |
Fair value | 123,714 | 228,467 |
Corporate debt securities | ||
Investment securities, available-for-sale | ||
Amortized cost | 95,354 | 98,783 |
Accumulated unrealized gains | 165 | 38 |
Accumulated unrealized losses | (176) | (422) |
Fair value | 95,343 | $ 98,399 |
Other | ||
Investment securities, available-for-sale | ||
Amortized cost | 1,855 | |
Accumulated unrealized gains | 0 | |
Accumulated unrealized losses | (2) | |
Fair value | $ 1,853 |
Investment Securities - Sched_2
Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract] | |
Due within one year | $ 6,902 |
Due after one year through five years | 682 |
Due after five years through ten years | 0 |
Due after ten years | 111 |
Amortized cost | 7,695 |
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract] | |
Due within one year | 6,778 |
Due after one year through five years | 599 |
Due after five years through ten years | 0 |
Due after ten years | 93 |
Fair value | 7,470 |
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | |
Due within one year | 101,412 |
Due after one year through five years | 121,868 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Amortized cost | 223,280 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | 100,702 |
Due after one year through five years | 120,208 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Fair value | $ 220,910 |
Investment Securities - Sched_3
Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Separate Account Investment [Line Items] | |||
Investment income, net | $ 18,374 | $ 7,543 | $ 544 |
Cash and cash equivalents | |||
Fair Value, Separate Account Investment [Line Items] | |||
Investment income, net | 9,063 | 3,619 | 1 |
Short-term investments | |||
Fair Value, Separate Account Investment [Line Items] | |||
Investment income, net | 1,812 | 1,797 | 195 |
Investment securities | |||
Fair Value, Separate Account Investment [Line Items] | |||
Investment income, net | $ 7,499 | $ 2,127 | $ 348 |
Investment Securities - Sched_4
Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands | Dec. 31, 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 | $ 73,591 | $ 142,553 |
Less than 12 months, Unrealized loss | (207) | (1,380) |
Greater than 12 months, Fair Value | 66,645 | 147,757 |
Greater than 12 months, Unrealized loss | (3,266) | (8,148) |
Total, Fair value | 140,236 | 290,310 |
Total, Unrealized Loss | $ (3,473) | $ (9,528) |
Less than 12 months, Number of positions | position | 69 | 92 |
Greater than 12 months, Number of positions | position | 27 | 24 |
Total, Number of positions | position | 96 | 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 | $ 12,584 | $ 64,261 |
Less than 12 months, Unrealized loss | (32) | (958) |
Greater than 12 months, Fair Value | 61,628 | 147,757 |
Greater than 12 months, Unrealized loss | (3,259) | (8,148) |
Total, Fair value | 74,212 | 212,018 |
Total, Unrealized Loss | (3,291) | (9,106) |
Corporate debt securities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | 61,007 | 78,292 |
Less than 12 months, Unrealized loss | (175) | (422) |
Greater than 12 months, Fair Value | 5,017 | 0 |
Greater than 12 months, Unrealized loss | (7) | 0 |
Total, Fair value | 66,024 | 78,292 |
Total, Unrealized Loss | $ (182) | $ (422) |
Investment Securities - Additio
Investment Securities - Additional Information (Details) - USD ($) | Dec. 31, 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 | $ 14,700,000 | $ 14,300,000 |
Investment Securities -Schedule
Investment Securities -Schedule of Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Proceeds from sales of investment securities | $ 60,436 | $ 13,348 | $ 126,862 |
Proceeds from maturities of investment securities | 255,728 | 472,098 | 314,666 |
Gross realized gains | 39 | 7 | 24 |
Gross realized losses | (19) | (274) | (77) |
Net realized gains (losses) | $ 20 | $ (267) | $ (53) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements for Items (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | $ 0 | |
Total assets at fair value | 221,724,000 | $ 327,766,000 |
Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 814,000 | 900,000 |
U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 123,714,000 | 228,467,000 |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 95,343,000 | 98,399,000 |
Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 1,853,000 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 1,853,000 | 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 1 | Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 1,853,000 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 219,057,000 | 326,866,000 |
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 | 123,714,000 | 228,467,000 |
Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 95,343,000 | 98,399,000 |
Level 2 | Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 814,000 | 900,000 |
Level 3 | Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 814,000 | 900,000 |
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 |
Level 3 | Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrants | ||
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 900 | $ 0 | $ 1,092,145 |
Settlements | (1,092,145) | ||
Receipts | 900 | ||
Total unrealized losses (gains) | 86 | ||
Ending balance | 814 | 900 | 0 |
Level 3 | Convertible securities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 949,553 |
Settlements | (949,553) | ||
Receipts | 0 | ||
Total unrealized losses (gains) | 0 | ||
Ending balance | 0 | 0 | 0 |
Level 3 | Derivative liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 44,810 |
Settlements | (44,810) | ||
Receipts | 0 | ||
Total unrealized losses (gains) | 0 | ||
Ending balance | 0 | 0 | 0 |
Level 3 | Warrants payable | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | 0 | 97,782 |
Settlements | (97,782) | ||
Receipts | 0 | ||
Total unrealized losses (gains) | 0 | ||
Ending balance | 0 | 0 | 0 |
Level 3 | Warrants receivable | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 900 | 0 | 0 |
Settlements | 0 | ||
Receipts | 900 | ||
Total unrealized losses (gains) | 86 | ||
Ending balance | $ 814 | $ 900 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Jan. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 14, 2022 | Sep. 09, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Exercise price of warrants (in dollars per share) | $ 0.10 | ||||
Warrants receivable | $ 0 | ||||
Warrants | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Common Class A | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | ||||
Juxly | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | $ 3,000,000 | ||||
Merger Agreement With SCH | Common Class B | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,484,154 | ||||
Stock issued upon conversion (in shares) | 7,205,490 | ||||
Public warrants | Common Class A | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 27,599,938 | ||||
Private placement warrants | Common Class A | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 10,933,333 | ||||
Level 3 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Financial asset or liabilities transfer in and out | 0 | $ 0 | |||
Total unrealized losses (gains) | $ 86,000 | ||||
Level 3 | Private warrants | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Warrants receivable | $ 900,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Value of Warrants Payable (Details) - Public and private placement warrants - Warrants payable $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 147,582 |
Mark-to-market adjustment | (66,214) |
Warrants exercised | (81,283) |
Warrant redemption | (85) |
Ending balance | $ 0 |
Healthcare Receivables (Details
Healthcare Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Healthcare receivables | $ 64,164 | $ 70,607 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 23, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Net medical claims incurred | $ 1,776,388 | $ 3,453,952 | $ 1,551,178 | |
General and administrative expenses | 187,571 | 207,917 | 185,287 | |
Related party | CarePoint Health Contract | ||||
Related Party Transaction [Line Items] | ||||
Net medical claims incurred | 13,000 | 12,600 | 12,700 | |
Other liabilities | 1,400 | 1,600 | ||
Related party | Rogue Trading | ||||
Related Party Transaction [Line Items] | ||||
Marketing expense | 0 | 0 | 300 | |
Related party | Medical Records Exchange, LLC | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | 800 | 300 | $ 200 | |
Related party | Thyme Care, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | 200 | 300 | ||
General and administrative expenses | $ 2,300 | $ 1,600 | ||
Number of shares purchased (in shares) | 1,773,049 | |||
Equity interest percentage (less than) | 5% | 5% | ||
Other assets, fair value | $ 500 |
Property and Equipment, Net -Sc
Property and Equipment, Net -Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,665 | $ 8,064 |
Less: accumulated depreciation and amortization | (4,583) | (2,311) |
Property and equipment, net | 5,082 | 5,753 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,482 | 4,705 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,035 | 3,035 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35 | 36 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 113 | $ 288 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 0.4 | $ 0.4 | $ 0.3 |
Amortization expense | $ 1 | $ 0.8 | $ 0.2 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 11,749,000 | $ 1,243,000 | ||
Acquisitions | 10,506,000 | |||
Impairment | $ (11,700,000) | (11,749,000) | 0 | $ 0 |
Goodwill, ending balance | 0 | 0 | 11,749,000 | 1,243,000 |
Corporate/Other | ||||
Goodwill [Roll Forward] | ||||
Impairment | (11,749,000) | |||
Corporate/Other | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 11,749,000 | 1,243,000 | ||
Acquisitions | 10,506,000 | |||
Goodwill, ending balance | $ 0 | $ 0 | $ 11,749,000 | $ 1,243,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Developed Technology | ||
Goodwill [Line Items] | ||
Finite-lived intangible asset, useful life (in years) | 5 years | |
Finite-lived, cost | $ 5,400 | $ 5,400 |
Finite-lived, accumulated amortization | 1,219 | 139 |
Finite-lived, impairment | 4,181 | |
Finite-lived, net | 0 | 5,261 |
Licensing Agreements | ||
Goodwill [Line Items] | ||
Indefinite-lived intangible assets | 2,990 | $ 2,990 |
Finite-lived, impairment | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
Impairment | $ 11,700,000 | $ 11,749,000 | $ 0 | $ 0 |
Impairment | 15,945,000 | $ 0 | $ 0 | |
Juxly | ||||
Goodwill [Line Items] | ||||
Impairment | $ 4,200,000 |
Unpaid Claims - Schedule of Act
Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 996,158 | 1,023,355 |
Prior years | (9,000) | (39,324) |
Total incurred | 987,158 | 984,031 |
Paid related to: | ||
Current year | 865,930 | 892,495 |
Prior years | 121,523 | 90,458 |
Total paid | 987,453 | 982,953 |
Gross and net balance, end of period | 137,100 | 137,395 |
Claims Development [Line Items] | ||
Unpaid claims | 137,100 | 137,395 |
Non-Insurance | ||
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Gross and net balance, beginning of period | 6,100 | |
Paid related to: | ||
Gross and net balance, end of period | 2,900 | 6,100 |
Claims Development [Line Items] | ||
Unpaid claims | $ 2,900 | $ 6,100 |
Unpaid Claims - Additional info
Unpaid Claims - Additional information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | |||
Unpaid claims | $ 137,100 | $ 137,395 | $ 136,317 |
Percentage of current year medical claims paid as a percent of current year net medical claims | 0.869 | 0.872 | |
Insurance Operations | |||
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | |||
Unpaid claims | $ 137,100 |
Unpaid Claims - Schedule of Inc
Unpaid Claims - Schedule of Incurred Claims (Details) $ in Thousands | Dec. 31, 2023 USD ($) claim | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Claims Development [Line Items] | |||
Cumulative incurred claims | $ 3,845,797 | $ 3,122,689 | $ 2,138,604 |
Total IBNR | $ 137,100 | ||
Number of reported claims | claim | 13,991,051,000 | ||
Unpaid claims | $ 137,100 | 137,395 | 136,317 |
Non-Insurance | |||
Claims Development [Line Items] | |||
Unpaid claims | 2,900 | 6,100 | |
2021 and prior | |||
Claims Development [Line Items] | |||
Cumulative incurred claims | 1,938,863 | 2,099,334 | 2,138,604 |
Total IBNR | $ 1,902 | ||
Number of reported claims | claim | 7,491,528,000 | ||
2022 | |||
Claims Development [Line Items] | |||
Cumulative incurred claims | $ 910,776 | 1,023,355 | 0 |
Total IBNR | $ 4,652 | ||
Number of reported claims | claim | 3,358,454,000 | ||
2023 | |||
Claims Development [Line Items] | |||
Cumulative incurred claims | $ 996,158 | $ 0 | $ 0 |
Total IBNR | $ 130,546 | ||
Number of reported claims | claim | 3,141,069,000 |
Unpaid Claims - Schedule of Pai
Unpaid Claims - Schedule of Paid Claims (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Claims Development [Line Items] | |||
Cumulative net paid claims | $ 3,708,697 | $ 2,985,295 | $ 2,002,287 |
2021 and prior | |||
Claims Development [Line Items] | |||
Cumulative net paid claims | 1,936,643 | 2,092,800 | 2,002,287 |
2022 | |||
Claims Development [Line Items] | |||
Cumulative net paid claims | 906,124 | 892,495 | 0 |
2023 | |||
Claims Development [Line Items] | |||
Cumulative net paid claims | $ 865,930 | $ 0 | $ 0 |
Unpaid Claims - Schedule of Rec
Unpaid Claims - Schedule of Reconciliation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |||
Cumulative incurred claims, net | $ 3,845,797 | $ 3,122,689 | $ 2,138,604 |
Less: cumulative paid claims, net | 3,708,697 | $ 2,985,295 | $ 2,002,287 |
Net unpaid claims, including claims adjustment expenses | $ 137,100 |
Reinsurance - Additional Inform
Reinsurance - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effects of Reinsurance [Line Items] | |||
Reinsurance, excess loss coverage threshold | $ 0.4 | $ 0.6 | $ 0.6 |
Coinsurance percentage | 100% | ||
Life insurance reserves, fully coinsured by third party | $ 5.1 | 5.4 | |
Life insurance reserves, coinsurance percentage | 100% | ||
Annuity reserve, fully ceded to third party | $ 0.9 | $ 0.9 | |
Annuity reserves, transfer of risk percentage | 100% | ||
Minimum | |||
Effects of Reinsurance [Line Items] | |||
Life insurance reserves assumption, interest rate (as percent) | 1% | ||
Annuity reserves assumption, interest rate (as percent) | 1% | ||
Maximum | |||
Effects of Reinsurance [Line Items] | |||
Life insurance reserves assumption, interest rate (as percent) | 4.50% | ||
Annuity reserves assumption, interest rate (as percent) | 5.80% |
Reinsurance - Medicare Advantag
Reinsurance - Medicare Advantage (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Premiums Earned, Net [Abstract] | |||
Premiums earned, ceded | $ (444) | $ (470) | $ (489) |
Net premiums earned | 1,235,769 | 1,084,869 | 799,414 |
Policyholder Benefits and Claims Incurred, Net [Abstract] | |||
Net claims incurred | 1,776,388 | 3,453,952 | 1,551,178 |
Reinsurance Recoverables, Including Reinsurance Premium Paid [Abstract] | |||
Reinsurance recoverable on unpaid claims | 0 | 0 | |
Reinsurance premium payable | 0 | 0 | |
Reinsurance recoverable, net | 46 | 500 | |
Insurance Operations | |||
Premiums Earned, Net [Abstract] | |||
Premiums earned, gross | 1,236,213 | 1,085,339 | 799,903 |
Premiums earned, ceded | (444) | (470) | (489) |
Net premiums earned | 1,235,769 | 1,084,869 | 799,414 |
Policyholder Benefits and Claims Incurred, Net [Abstract] | |||
Claims incurred, gross | 987,654 | 985,197 | 839,136 |
Claims incurred, ceded | (496) | (1,166) | (1,002) |
Net claims incurred | 987,158 | 984,031 | $ 838,134 |
Reinsurance Recoverables, Including Reinsurance Premium Paid [Abstract] | |||
Reinsurance recoverable on paid claims, gross | 46 | 500 | |
Reinsurance recoverable, net | $ 46 | $ 500 |
Reinsurance - Non-Insurance (De
Reinsurance - Non-Insurance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effects of Reinsurance [Line Items] | |||
Non-Insurance revenue, gross and net | $ 773,177 | $ 2,380,135 | $ 667,639 |
Claims incurred, gross and net | 1,776,388 | 3,453,952 | $ 1,551,178 |
Non-Insurance | |||
Effects of Reinsurance [Line Items] | |||
Non-Insurance revenue, gross and net | 773,177 | 2,380,135 | |
Claims incurred, gross and net | 771,798 | 2,460,879 | |
Reinsurance recoverable, gross and net | $ 10,926 | $ 52,955 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | ||
Convertible debt conversion and other issuances | $ 16,059 | $ 373,800 |
Increase in additional paid in capital | $ 44,800 |
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 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, remaining term (in months) | 1 month |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, remaining term (in months) | 63 months |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 1,346 | $ 2,651 | $ 4,515 |
Variable lease cost | 51 | 56 | 515 |
Short-term lease cost | 0 | 0 | 45 |
Sublease income | (256) | (1,124) | (2,727) |
Total lease cost | 1,141 | 1,583 | 2,348 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,907 | $ 3,340 | $ 5,248 |
Weighted-average remaining lease term | 4 years 6 months | 5 years 2 months 12 days | 5 years |
Weighted-average discount rate | 10.31% | 10.65% | 10.36% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 1,737 |
2025 | 1,265 |
2026 | 1,155 |
2027 | 1,190 |
2028 | 303 |
Thereafter | 0 |
Total lease payments | 5,650 |
Less: imputed interest | (987) |
Total | $ 4,663 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Details) | 12 Months Ended | |
Dec. 31, 2023 vote $ / shares shares | Dec. 31, 2022 shares | |
Class of Stock [Line Items] | ||
Treasury stock, shares held (in shares) | 7,912,750 | 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) | 401,183,882 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 401,183,882 | 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 | 12 Months Ended | ||||
Feb. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 23, 2023 | |
Class of Stock [Line Items] | |||||
Loss (gain) on investment | $ (4,726) | $ 9,217 | $ 0 | ||
Charter Bioscience Inc. | |||||
Class of Stock [Line Items] | |||||
Loss (gain) on investment | $ 4,700 | $ 9,200 | |||
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 | 12 Months Ended | |||
Jan. 06, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 1,800 | $ 1,600 | $ 1,200 | |
Employers matching contribution, vesting percentage | 100% | |||
Total compensation cost recognized for stock-based compensation plans | $ 140,931 | 164,305 | $ 163,723 | |
Unvested stock options, unrecognized stock-based compensation | $ 436,700 | |||
Cost not yet recognized, period for recognition (in years) | 4 years | |||
Stock options, grants in period, weighted average grant date fair value (in dollars per share) | $ 3.36 | |||
Stock options, outstanding, intrinsic value (less than) | $ 100 | |||
Stock options, outstanding, weighted average remaining contractual term (in years) | 4 years | |||
Stock options, exercisable, number (in shares) | 23,319,559 | |||
Stock options, exercisable, intrinsic value (less than) | $ 100 | |||
Stock options, exercisable, weighted average exercise price (in dollars per share) | $ 2.86 | |||
Stock options, exercisable, weighted average remaining contractual term (in years) | 5 years 4 months 9 days | |||
Stock options | $ 100 | 11,300 | $ 39,300 | |
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 | $ 3,335 | 3,445 | 7,998 | |
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 53,611 | 85,270 | 89,930 | |
Unvested stock options, unrecognized stock-based compensation | $ 38,300 | |||
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] | ||||
Employer maximum annual contributions per employee, percent | 15% | |||
Outstanding stock, percentage | 1% | |||
Total compensation cost recognized for stock-based compensation plans | $ 195 | 278 | 281 | |
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 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 83,790 | $ 75,312 | 65,514 | |
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock, percentage | 5% | |||
Common stock, shares, issued (in shares) | 401,183,882 | 383,998,718 | ||
Common Class A | ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee discount percentage | 15% | |||
Number of shares available for issuance (in shares) | 9,066,694 | |||
Maximum common stock reserved, threshold percentage | 10% | |||
2020 Equity and Management Incentive Plan | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock, percentage | 7% | |||
2014 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from stock options exercised | $ 1,000 | 6,100 | ||
Number of shares available for issuance (in shares) | 0 | |||
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 | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
2014 Plan | RSUs | Maximum | ||||
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 | $ 140,900 | $ 164,300 | $ 163,700 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Share-Based Payment Arrangement, Activity (Details) | Dec. 31, 2023 shares |
2014 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized Under Plans (in shares) | 54,402,264 |
Shares Outstanding Under Plans (in shares) | 24,041,781 |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized Under Plans (in shares) | 58,521,709 |
Shares Outstanding Under Plans (in shares) | 47,481,258 |
Shares Remaining Under Plans (in shares) | 0 |
2020 MIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized Under Plans (in shares) | 33,426,983 |
Shares Outstanding Under Plans (in shares) | 26,741,587 |
Shares Remaining Under Plans (in shares) | 0 |
Inducement Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized Under Plans (in shares) | 11,000,000 |
Shares Outstanding Under Plans (in shares) | 5,043,120 |
Shares Remaining Under Plans (in shares) | 2,131,783 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost recognized for stock-based compensation plans | $ 140,931 | $ 164,305 | $ 163,723 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost recognized for stock-based compensation plans | 3,335 | 3,445 | 7,998 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost recognized for stock-based compensation plans | 83,790 | 75,312 | 65,514 |
PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost recognized for stock-based compensation plans | 53,611 | 85,270 | 89,930 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost recognized for stock-based compensation plans | $ 195 | $ 278 | $ 281 |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details) - Stock options | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average risk-free interest rate | 1.06% |
Expected term (in years) | 6 years 21 days |
Expected volatility | 37.74% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 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 | (411,922) |
Outstanding at end of period (in shares) | shares | 952,900 |
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 | (79,189) |
Forfeited (in shares) | shares | (1,510,744) |
Outstanding at end of period (in shares) | shares | 24,041,753 |
Weighted-average exercise price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 2.35 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0.95 |
Forfeited (in dollars per share) | $ / shares | 2.43 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 1.45 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Total RSUs Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of shares | |
Beginning balance (in shares) | shares | 49,617,199 |
Granted (in shares) | shares | 28,977,160 |
Released (in shares) | shares | (15,054,999) |
Forfeited (in shares) | shares | (6,610,955) |
Ending balance (in shares) | shares | 56,928,405 |
Weighted-average grant date fair value per share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 6.48 |
Granted (in dollars per share) | $ / shares | 1 |
Released (in dollars per share) | $ / shares | 5.87 |
Forfeited (in dollars per share) | $ / shares | 2.76 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 4.28 |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs | 12 Months Ended |
Dec. 31, 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_7
Employee Benefit Plans - Schedule of Total PRSUs Activity (Details) - PRSUs | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of shares | |
Beginning balance (in shares) | shares | 29,945,235 |
Granted (in shares) | shares | 3,200,913 |
Vested (in shares) | shares | (958,951) |
Forfeited (in shares) | shares | (55,665) |
Ending balance (in shares) | shares | 32,131,532 |
Weighted-average grant date fair value per share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 8.92 |
Granted (in dollars per share) | $ / shares | 0.95 |
Vested (in dollars per share) | $ / shares | 1.23 |
Forfeited (in dollars per share) | $ / shares | 5.48 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 8.36 |
Employee Benefit Plans - Sche_8
Employee Benefit Plans - Schedule of ESPP Valuation Assumption (Details) - ESPP | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 5 months 26 days | 5 months 1 day |
Expected volatility | 82.30% | 78.40% | 147.40% |
Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average risk-free interest rate | 5.40% | 467% | 0.10% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current provision | $ 0 | $ 0 | $ 0 |
Deferred expense | 0 | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at federal statutory rate (21%) | $ (44,806) | $ (71,157) | $ (123,429) |
Hong Kong Rate Differential | (59) | 0 | 0 |
Interest on convertible securities discount | 0 | 0 | 2,867 |
162(m) Limitation | 1,488 | 0 | 0 |
Warrant expense | 18 | (189) | 13,905 |
Meals and entertainment | 27 | 21 | 26 |
Stock based compensation | 16,408 | 7,989 | (5,665) |
Prior year true-up | (221) | (30,646) | 0 |
Other, net | (231) | 317 | (365) |
Valuation allowance | 27,376 | 93,665 | 112,661 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Net operating loss carryforward (NOL) | $ 320,416 | $ 294,335 |
Stock based compensation | 66,251 | 56,743 |
Premium deficiency reserve | 0 | 3,442 |
Unpaid claim reserve discounting | 420 | 384 |
Operating lease liability | 290 | 1,231 |
Fixed assets and intangible assets | 1,590 | 1,589 |
Accruals | 5,175 | 9,927 |
Goodwill & Intangible | 3,601 | 0 |
Other | 800 | 4,692 |
Total deferred income tax assets | 398,543 | 372,343 |
Less: valuation allowance | (396,906) | (369,530) |
Total deferred income tax assets, net of valuation allowance | 1,637 | 2,813 |
Deferred income tax liabilities: | ||
Operating lease right-of-use assets | (672) | (845) |
Nontaxable gain on deconsolidation of entity | (943) | (1,936) |
Other | (22) | (32) |
Total deferred income tax liabilities | (1,637) | (2,813) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 1,525.4 | $ 1,401.6 |
Operating loss carryforwards, subject to expiration | 295.1 | |
Operating loss carryforwards, not subject to expiration | $ 1,230.3 |
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 | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | ||||
Net loss | $ (213,361) | $ (339,567) | $ (587,756) | |
Net loss attributable to Common Stockholders | $ (213,361) | $ (339,567) | $ (587,756) | |
Basic weighted average number of common shares and common share equivalents outstanding (in shares) | [1] | 482,176,127 | 476,244,262 | 412,922,424 |
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | [1] | 482,176,127 | 476,244,262 | 412,922,424 |
Net loss per share attributable to Common Stockholders—basic (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
Net loss per share attributable to Common Stockholders—diluted (in dollars per share) | [1] | $ (0.44) | $ (0.71) | $ (1.42) |
[1] (1) Because the Company had a Net loss during the years ended December 31, 2023, 2022, and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock units, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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) | 114,054,590 | 106,558,941 | 81,992,991 |
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) | 56,928,405 | 49,617,199 | 21,294,841 |
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) | 32,131,532 | 29,945,235 | 27,818,524 |
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) | 24,994,653 | 26,996,507 | 32,879,626 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||||
Jun. 29, 2023 USD ($) | Apr. 21, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 21, 2023 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 | |||||
Award fees and expenses | $ 2,500,000 |
Non-Insurance - Additional Info
Non-Insurance - Additional Information (Details) | Dec. 31, 2023 |
Non-Insurance [Abstract] | |
Maximum percentage deviation of Performance Year Benchmark | 25% |
Non-Insurance - Schedule of Per
Non-Insurance - Schedule of Performance Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-Insurance [Abstract] | |||
Non-Insurance, performance year obligation | $ 15,568 | $ 73,844 | |
Amortization of the Non-Insurance performance year receivable | (751,362) | (2,385,116) | |
Amortization of the Non-Insurance performance year obligation | 751,362 | 2,385,116 | |
Non-Insurance revenue | $ 773,177 | $ 2,380,135 | $ 667,639 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | $ 1,235,769 | $ 1,084,869 | $ 799,414 |
Non-Insurance revenue | 773,177 | 2,380,135 | 667,639 |
Other income | 24,774 | 11,683 | 4,943 |
Intersegment revenues | 2,033,720 | 3,476,687 | 1,471,996 |
Net medical claims incurred | 1,776,388 | 3,453,952 | 1,551,178 |
Gross profit (loss) | 257,332 | 22,735 | |
Total assets | 570,671 | 808,620 | |
Ceded premiums | 444 | 470 | $ 489 |
Operating Segments | Insurance | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 1,235,769 | 1,084,869 | |
Non-Insurance revenue | 0 | 0 | |
Other income | 10,336 | 2,577 | |
Net medical claims incurred | 1,003,683 | 996,410 | |
Gross profit (loss) | 242,422 | 91,036 | |
Total assets | 401,812 | 354,748 | |
Operating Segments | Non-Insurance | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | |
Non-Insurance revenue | 773,177 | 2,380,135 | |
Other income | 5,267 | 1,311 | |
Net medical claims incurred | 771,798 | 2,460,879 | |
Gross profit (loss) | 6,646 | (79,433) | |
Total assets | 71,878 | 156,754 | |
Corporate/Other | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | |
Non-Insurance revenue | 0 | 0 | |
Other income | 59,569 | 74,610 | |
Net medical claims incurred | 17,432 | 9,042 | |
Gross profit (loss) | 197,226 | 173,817 | |
Total assets | 873,971 | 957,483 | |
Intersegment revenues | |||
Revenue, Major Customer [Line Items] | |||
Intersegment revenues | (155,089) | (108,249) | |
Intersegment revenues | Insurance | |||
Revenue, Major Customer [Line Items] | |||
Intersegment revenues | 0 | 0 | |
Intersegment revenues | Non-Insurance | |||
Revenue, Major Customer [Line Items] | |||
Intersegment revenues | 0 | 0 | |
Eliminations | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | |
Non-Insurance revenue | 0 | 0 | |
Other income | (50,398) | (66,815) | |
Net medical claims incurred | (16,525) | (12,379) | |
Gross profit (loss) | (188,962) | (162,685) | |
Total assets | $ (776,990) | $ (660,365) |
Operating Segments - Schedule_2
Operating Segments - Schedule of Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||
Gross profit | $ 257,332,000 | $ 22,735,000 | |
Salaries and benefits | 257,157,000 | 278,725,000 | $ 260,458,000 |
General and administrative expenses | 187,571,000 | 207,917,000 | 185,287,000 |
Impairment of goodwill and other intangible assets | 15,945,000 | 0 | 0 |
Premium deficiency reserve expense (benefit) | (7,239,000) | (93,517,000) | 110,628,000 |
Depreciation and amortization | 2,509,000 | 1,187,000 | 1,246,000 |
Restructuring costs | 9,931,000 | 0 | 0 |
Other expense | 0 | 70,000 | 191,000 |
Change in fair value of warrants | 86,000 | (900,000) | (66,146,000) |
Interest expense | 7,000 | 1,333,000 | 3,193,000 |
Amortization of notes and securities discounts | 0 | 30,000 | 13,717,000 |
Loss (gain) on investment | 4,726,000 | (9,217,000) | 0 |
Gain on extinguishment of note payable | 0 | (23,326,000) | 0 |
Net loss | $ (213,361,000) | $ (339,567,000) | $ (587,756,000) |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of positions eliminated as a percent | 10% | |||
Restructuring costs | $ 9,931 | $ 0 | $ 0 | |
Depreciation and Amortization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 100 | |||
Depreciation and Amortization | ACO REACH | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 100 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Charges (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total Restructuring costs | $ 9,931 |
Employee termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Total Restructuring costs | 4,905 |
Vendor related costs | |
Restructuring Cost and Reserve [Line Items] | |
Total Restructuring costs | 4,939 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Total Restructuring costs | $ 87 |
Restructuring Costs - Schedul_2
Restructuring Costs - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2022 | $ 0 |
Charges | 9,821 |
Charges | 9,931 |
Cash payments | (4,650) |
Liability as of December 31, 2023 | 5,171 |
Total cumulative costs incurred as of December 31, 2023 | 9,821 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2022 | 0 |
Charges | 4,795 |
Charges | 4,905 |
Cash payments | (3,014) |
Liability as of December 31, 2023 | 1,781 |
Total cumulative costs incurred as of December 31, 2023 | 4,795 |
Employee Termination Benefits | ACO REACH | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2022 | 0 |
Charges | 110 |
Cash payments | 0 |
Liability as of December 31, 2023 | 110 |
Total cumulative costs incurred as of December 31, 2023 | 110 |
Vendor related costs | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2022 | 0 |
Charges | 4,939 |
Charges | 4,939 |
Cash payments | (1,549) |
Liability as of December 31, 2023 | 3,390 |
Total cumulative costs incurred as of December 31, 2023 | 4,939 |
Other | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2022 | 0 |
Charges | 87 |
Charges | 87 |
Cash payments | (87) |
Liability as of December 31, 2023 | 0 |
Total cumulative costs incurred as of December 31, 2023 | $ 87 |
Statutory Equity (Details)
Statutory Equity (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Insurance [Abstract] | ||
Aggregate statutory capital and surplus | $ 187.4 | $ 141.4 |
Statutory RBC required | $ 113.7 | $ 120.6 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 05, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Restricted cash | $ 53,631 | $ 82,422 | $ 0 | |
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Restricted cash | $ 53,600 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Current assets | ||||
Cash and cash equivalents | $ 122,863 | $ 103,791 | $ 299,968 | |
Short-term investments | 12,218 | 41,457 | ||
Investment securities, available-for sale | 100,702 | 189,498 | ||
Investment securities, held-to-maturity | 6,902 | 15 | ||
Other assets, current | 1,404 | 4,043 | ||
Total current assets | 427,970 | 624,997 | ||
Investment securities, available-for-sale | 120,208 | 137,368 | ||
Total assets | 570,671 | 808,620 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 37,184 | 32,445 | ||
Accrued salaries and benefits | 21,061 | 23,962 | ||
Total current liabilities | 261,115 | 431,507 | 371,901 | |
Total liabilities | 284,277 | 451,733 | 410,764 | |
Stockholders' equity | ||||
Additional paid-in capital | 2,461,238 | 2,319,157 | ||
Accumulated other comprehensive loss | (2,370) | (9,374) | ||
Accumulated deficit | (2,159,794) | (1,946,433) | $ 1,616,000 | (1,616,015) |
Less: Treasury stock, at cost; 7,912,750 and 2,072,752 shares held at December 31, 2023 and 2022, respectively | (12,729) | (6,509) | ||
Total liabilities and stockholders' equity | 570,671 | 808,620 | $ 950,804 | |
Common Class A | ||||
Stockholders' equity | ||||
Common stock, value | 40 | 37 | ||
Common Class B | ||||
Stockholders' equity | ||||
Common stock, value | 9 | 9 | ||
Parent Company | ||||
Current assets | ||||
Cash and cash equivalents | 48,312 | 69,718 | ||
Short-term investments | 454 | 31,725 | ||
Investment securities, available-for sale | 23,564 | 117,834 | ||
Investment securities, held-to-maturity | 146 | 0 | ||
Other assets, current | 247 | 5,704 | ||
Total current assets | 72,723 | 224,981 | ||
Intercompany interest receivable | 4,958 | 4,958 | ||
Intercompany note receivable | 40,000 | 40,000 | ||
Investment securities, available-for-sale | 1,507 | 18,708 | ||
Investments in consolidated subsidiaries | 197,012 | 115,571 | ||
Total assets | 316,200 | 404,218 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 683 | 865 | ||
Accrued salaries and benefits | 6,598 | 6,576 | ||
Total current liabilities | 7,281 | 7,441 | ||
Intercompany payable | 22,165 | 39,530 | ||
Notes payable, net of discount and deferred issuance costs | 360 | 360 | ||
Total liabilities | 29,806 | 47,331 | ||
Stockholders' equity | ||||
Additional paid-in capital | 2,461,238 | 2,319,157 | ||
Accumulated other comprehensive loss | (2,370) | (9,374) | ||
Accumulated deficit | (2,159,794) | (1,946,433) | ||
Less: Treasury stock, at cost; 7,912,750 and 2,072,752 shares held at December 31, 2023 and 2022, respectively | (12,729) | (6,509) | ||
Total stockholders' equity | 286,394 | 356,887 | ||
Total liabilities and stockholders' equity | 316,200 | 404,218 | ||
Parent Company | Common Class A | ||||
Stockholders' equity | ||||
Common stock, value | 40 | 37 | ||
Parent Company | Common Class B | ||||
Stockholders' equity | ||||
Common stock, value | $ 9 | $ 9 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information - Balance Sheet (Additional Information) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock par value, (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Treasury stock, shares held (in shares) | 7,912,750 | 2,072,752 |
Common Class A | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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) | 401,183,882 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 401,183,882 | 383,998,718 |
Common Class B | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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 |
Parent Company | Common Class A | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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) | 401,183,882 | 383,998,718 |
Common stock, shares, outstanding (in shares) | 401,183,882 | 383,998,718 |
Parent Company | Common Class B | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Other income | $ 24,774 | $ 11,683 | $ 4,943 |
Total revenues | 2,033,720 | 3,476,687 | 1,471,996 |
Operating expenses: | |||
General and administrative expenses | 187,571 | 207,917 | 185,287 |
Total operating expenses | 2,242,262 | 3,848,334 | 2,108,988 |
Income (loss) from operations | (208,542) | (371,647) | (636,992) |
Change in fair value of warrants | 86 | (900) | (66,146) |
Interest expense | 7 | 1,333 | 3,193 |
Amortization of notes and securities discounts and debt issuance costs | 0 | 30 | 13,717 |
Loss (gain) on investment | 4,726 | (9,217) | 0 |
Gain on extinguishment of note payable | 0 | (23,326) | 0 |
Net loss | (213,361) | (339,567) | (587,756) |
Parent Company | |||
Revenues: | |||
Other income | 8,413 | 5,898 | 3,938 |
Total revenues | 8,413 | 5,898 | 3,938 |
Operating expenses: | |||
General and administrative expenses | 78 | 784 | 187 |
Total operating expenses | 78 | 784 | 187 |
Income (loss) from operations | 8,335 | 5,114 | 3,751 |
Change in fair value of warrants | 0 | 0 | (66,146) |
Interest expense | 0 | 0 | 1,593 |
Amortization of notes and securities discounts and debt issuance costs | 0 | 0 | 13,681 |
Loss (gain) on investment | 4,726 | (5,314) | 0 |
Gain on extinguishment of note payable | 0 | (23,326) | 0 |
Equity in net losses of consolidated subsidiaries | 216,970 | 373,321 | 648,580 |
Net loss | $ (213,361) | $ (339,567) | $ (593,957) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (213,361) | $ (339,567) | $ (587,756) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of notes and securities discounts and debt issuance costs | 0 | 30 | 13,717 |
Intercompany stock-based compensation expense | 140,931 | 164,305 | 163,723 |
Change in fair value of warrants and amortization of warrants | 86 | (900) | (66,146) |
Gain on extinguishment of note payable | 0 | (23,326) | 0 |
Accretion, net of amortization | (4,014) | (1,503) | 200 |
Changes in operating assets and liabilities: | |||
Other assets | 1,828 | (1,204) | (4,296) |
Accounts payable and accrued expenses | 4,739 | 7,635 | 5,307 |
Intercompany accrued salaries and benefits | (2,901) | 8,784 | 11,169 |
Net cash used in operating activities | (115,871) | (286,348) | (282,326) |
Cash flows from investing activities: | |||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (175,567) | (369,396) | (876,252) |
Proceeds from sales of short-term investments and available-for-sale securities | 60,436 | 13,348 | 126,862 |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 255,728 | 472,098 | 314,666 |
Net cash provided by (used in) investing activities | 140,013 | 95,133 | (435,447) |
Cash flows from financing activities: | |||
Payment of notes payable principal | 0 | 0 | (30,925) |
Issuance of common stock, net of early exercise liability | 1,150 | 1,400 | 6,144 |
Proceeds from reverse recapitalization, net of transaction costs | 0 | 0 | 666,241 |
Proceeds received for the exercise of public and private warrants | 0 | 0 | 390 |
Issuance of common stock, net of stock issuance costs | 0 | 0 | 283,775 |
Payment for the redemptions of public warrants | 0 | 0 | (85) |
Purchase of Treasury stock | (6,220) | (6,362) | (147) |
Net cash (used in) provided by financing activities | (33,861) | 77,460 | 925,393 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (9,719) | (113,755) | 207,620 |
Cash, cash equivalents, and restricted cash, beginning of period | 186,213 | 299,968 | 92,348 |
Cash, cash equivalents, and restricted cash, end of period | 176,494 | 186,213 | 299,968 |
Supplemental cash flow disclosures | |||
Cash paid during the period for interest | 0 | 0 | 1,677 |
Supplemental disclosure of non-cash activities | |||
Conversion of preferred stock to common stock | 0 | 0 | 447,747 |
Issuance of common stock related to convertible debt | 0 | 0 | 16,059 |
Capital contribution for extinguishment of debt | 0 | 0 | 126,795 |
Activities from Seek Dissolution | 0 | 735 | 0 |
Issuance of common stock related to warrants exercised | 0 | 0 | 97,782 |
Acquisition of public and private warrants | 0 | 0 | 147,582 |
Issuance of common stock related to the exercise of public and private warrants | 0 | 0 | 81,283 |
Parent Company | |||
Cash flows from operating activities: | |||
Net loss | (213,361) | (339,567) | (593,957) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of notes and securities discounts and debt issuance costs | 0 | 0 | 13,681 |
Intercompany stock-based compensation expense | 140,931 | 164,305 | 163,470 |
Change in fair value of warrants and amortization of warrants | 0 | 0 | (66,146) |
Gain on extinguishment of note payable | 0 | (23,326) | 0 |
Accretion, net of amortization | (1,614) | (1,648) | (163) |
Net realized losses on investment securities | 4,321 | (6,613) | (53) |
Changes in operating assets and liabilities: | |||
Other assets | 5,464 | (6,339) | 165 |
Accounts payable and accrued expenses | (182) | (334) | (4,092) |
Intercompany accrued salaries and benefits | 22 | 4,936 | 1,411 |
Intercompany payable | (17,365) | (36,681) | 48,960 |
Net cash used in operating activities | (81,784) | (245,267) | (436,724) |
Cash flows from investing activities: | |||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (57,294) | (250,030) | (689,582) |
Proceeds from sales of short-term investments and available-for-sale securities | 30,563 | 3,829 | 89,997 |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 173,620 | 391,643 | 285,000 |
Investments in consolidated subsidiaries | (81,441) | 58,611 | (63,622) |
Net cash provided by (used in) investing activities | 65,448 | 204,053 | (378,207) |
Cash flows from financing activities: | |||
Payment of notes payable principal | 0 | 0 | (30,925) |
Issuance of common stock, net of early exercise liability | 1,150 | 1,400 | 6,144 |
Proceeds from reverse recapitalization, net of transaction costs | 0 | 0 | 666,241 |
Proceeds received for the exercise of public and private warrants | 0 | 0 | 390 |
Issuance of common stock, net of stock issuance costs | 0 | 0 | 283,775 |
Payment for the redemptions of public warrants | 0 | 0 | (85) |
Purchase of Treasury stock | (6,220) | (6,362) | (147) |
Net cash (used in) provided by financing activities | (5,070) | (4,962) | 925,393 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (21,406) | (46,176) | 110,462 |
Cash, cash equivalents, and restricted cash, beginning of period | 69,718 | 115,894 | 5,432 |
Cash, cash equivalents, and restricted cash, end of period | 48,312 | 69,718 | 115,894 |
Supplemental cash flow disclosures | |||
Cash paid during the period for interest | 0 | 0 | 1,677 |
Supplemental disclosure of non-cash activities | |||
Conversion of preferred stock to common stock | 0 | 0 | 447,747 |
Issuance of common stock related to convertible debt | 0 | 0 | 16,059 |
Capital contribution for extinguishment of debt | 0 | 0 | 126,795 |
Issuance of common stock related to warrants exercised | 0 | 0 | 97,782 |
Acquisition of public and private warrants | 0 | 0 | 147,582 |
Issuance of common stock related to the exercise of public and private warrants | $ 0 | $ 0 | $ 81,283 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information - Notes to Condensed Financial Statements (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 22, 2016 |
Parent Company and Unregulated Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Investments and cash | $ 83.2 | $ 249.7 | |
Regulated Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Investments and cash | $ 280.5 | $ 224.8 | |
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Surplus note | $ 40 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at beginning of period | $ 369,530 | $ 275,865 |
Charged to costs and expenses | 27,376 | 93,665 |
Charge to other accounts | 0 | 0 |
(Deductions) | 0 | 0 |
Balance at end of period | $ 396,906 | $ 369,530 |