Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39252 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1515192 | |
Entity Address, Address Line One | 3401 Mallory Lane | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Franklin | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37067 | |
City Area Code | 201 | |
Local Phone Number | 432-2133 | |
Title of 12(g) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | CLOV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001801170 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | CLOVER HEALTH INVESTMENTS, CORP. /DE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 406,788,098 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 89,649,365 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 208,255 | $ 116,407 |
Short-term investments | 9,120 | 12,218 |
Investment securities, available-for-sale (Amortized cost: 2024: $119,528; 2023: $101,412) | 118,056 | 100,702 |
Investment securities, held-to-maturity (Fair value: 2024: $6,853; 2023: $6,778) | 6,923 | 6,902 |
Accrued retrospective premiums | 70,607 | 22,076 |
Other receivables | 22,533 | 16,666 |
Healthcare receivables | 83,867 | 64,164 |
Surety bonds and deposits | 740 | 542 |
Prepaid expenses | 16,761 | 14,418 |
Other assets, current | 4,949 | 1,404 |
Assets related to discontinued operations (Note 17) | 10,926 | 72,471 |
Total current assets | 552,737 | 427,970 |
Investment securities, available-for-sale (Amortized cost: 2024: $98,221; 2023: $121,868) | 97,133 | 120,208 |
Investment securities, held-to-maturity (Fair value: 2024: $693; 2023: $692) | 792 | 793 |
Property and equipment, net | 5,209 | 5,082 |
Operating lease right-of-use assets | 3,124 | 3,382 |
Other intangible assets | 2,990 | 2,990 |
Other assets, non-current | 9,785 | 10,246 |
Total assets | 671,770 | 570,671 |
Current liabilities | ||
Unpaid claims | 238,602 | 135,737 |
Accounts payable and accrued expenses | 35,408 | 37,184 |
Accrued salaries and benefits | 28,327 | 20,951 |
Deferred revenue | 0 | 3,099 |
Operating lease liabilities | 1,623 | 1,665 |
Liabilities related to discontinued operations (Note 17) | 50,622 | 60,099 |
Total current liabilities | 356,389 | 261,115 |
Long-term operating lease liabilities | 2,717 | 2,998 |
Other liabilities, non-current | 20,190 | 20,164 |
Total liabilities | 379,296 | 284,277 |
Commitments and Contingencies (Note 13) | ||
Stockholders' equity | ||
Additional paid-in capital | 2,490,036 | 2,461,238 |
Accumulated other comprehensive loss | (2,560) | (2,370) |
Accumulated deficit | (2,178,964) | (2,159,794) |
Less: Treasury stock, at cost; 11,613,745 and 7,912,750 shares held at March 31, 2024 and December 31, 2023, respectively | (16,088) | (12,729) |
Total stockholders' equity | 292,474 | 286,394 |
Total liabilities and stockholders' equity | 671,770 | 570,671 |
Common Class A | ||
Stockholders' equity | ||
Common stock, value | 41 | 40 |
Common Class B | ||
Stockholders' equity | ||
Common stock, value | 9 | 9 |
Related party | ||
Current liabilities | ||
Due to related parties, net | 881 | 1,363 |
Other liabilities, current | 881 | 1,363 |
Nonrelated party | ||
Current liabilities | ||
Due to related parties, net | 926 | 1,017 |
Other liabilities, current | $ 926 | $ 1,017 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment securities, available-for sale, amortized cost current | $ 119,528 | $ 101,412 |
Investment securities, held-to-maturity, fair value current | 6,853 | 6,778 |
Investment securities, available-for sale, amortized cost noncurrent | 98,221 | 121,868 |
Investment securities, held-to-maturity, fair value noncurrent | $ 693 | $ 692 |
Treasury stock, shares held (in shares) | 11,613,745 | 7,912,750 |
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) | 406,155,332 | 401,183,882 |
Common stock, shares, outstanding (in shares) | 406,155,332 | 401,183,882 |
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) | 89,649,365 | 87,867,732 |
Common stock, shares, outstanding (in shares) | 89,649,365 | 87,867,732 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Premiums earned, net (Net of ceded premiums of $101 and $122 for the three months ended March 31, 2024 and 2023, respectively) | $ 341,722 | $ 317,086 |
Other income | 5,200 | 4,906 |
Total revenues | 346,922 | 321,992 |
Operating expenses: | ||
Net medical claims incurred | 265,162 | 274,789 |
Salaries and benefits | 59,223 | 68,981 |
General and administrative expenses | 44,569 | 57,644 |
Premium deficiency reserve benefit | 0 | (1,810) |
Depreciation and amortization | 318 | 279 |
Restructuring costs | 353 | 1,807 |
Total operating expenses | 369,625 | 401,690 |
Loss from continuing operations | (22,703) | (79,698) |
Loss on investment | 467 | 0 |
Net loss from continuing operations | (23,170) | (79,698) |
Net income from discontinued operations (Note 17) | 4,000 | 7,092 |
Net loss | $ (19,170) | $ (72,606) |
Continuing Operations: | ||
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Basic net loss per share (in dollars per share) | $ (0.05) | $ (0.17) |
Diluted net loss per share (in dollars per share) | $ (0.05) | $ (0.17) |
Discontinued operations: | ||
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares) | 567,451,166 | 566,629,082 |
Basic earnings per share (in dollars per share) | $ 0.01 | $ 0.01 |
Diluted earnings per share (in dollars per share) | $ 0.01 | $ 0.01 |
Net unrealized (loss) gain on available-for-sale investments | $ (190) | $ 2,343 |
Comprehensive loss | $ (19,360) | $ (70,263) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Ceded premiums | $ 101 | $ 122 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Change in accounting policy | Treasury Stock | Treasury Stock Previously Reported | Additional paid-in capital | Additional paid-in capital Previously Reported | Accumulated deficit | Accumulated deficit Previously Reported | Accumulated deficit Change in accounting policy | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) Previously Reported | Common Class A | Common Class A Common stock | Common Class A Common stock Previously Reported | Common Class A Common stock RSUs | Common Class B | Common Class B Common stock | Common Class B Common stock Previously Reported | Common Class B Common stock RSUs |
Beginning balance (in shares) at Dec. 31, 2022 | 383,998,718 | 383,998,718 | 94,394,852 | 94,394,852 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 2,072,752 | 2,072,752 | ||||||||||||||||||
Beginning 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) | $ 37 | $ 37 | $ 9 | $ 9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 1,240 | |||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 848 | 848 | ||||||||||||||||||
Stock-based compensation | 38,617 | 38,617 | ||||||||||||||||||
Vested restricted stock units (in shares) | 5,390,973 | 1,773,104 | ||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | 2,343 | 2,343 | ||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock (in shares) | 7,672,463 | (7,672,463) | ||||||||||||||||||
Treasury stock acquired (in shares) | 2,933,721 | (2,933,721) | ||||||||||||||||||
Treasury stock acquired | (2,982) | $ (2,982) | ||||||||||||||||||
Net loss | (72,606) | (72,606) | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 394,129,673 | 88,495,493 | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 5,006,473 | |||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 323,107 | $ (9,491) | 2,358,622 | (2,019,039) | (7,031) | $ 37 | $ 9 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 401,183,882 | 401,183,882 | 87,867,732 | 87,867,732 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 7,912,750 | 7,912,750 | ||||||||||||||||||
Beginning balance at Dec. 31, 2023 | $ 286,394 | $ 286,394 | $ (12,729) | $ 2,461,238 | $ (2,159,794) | $ (2,370) | $ 40 | $ 9 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability (in shares) | 83 | |||||||||||||||||||
Stock issuance for exercise of stock options, net of early exercise liability | 0 | |||||||||||||||||||
Stock-based compensation | 28,798 | 28,798 | ||||||||||||||||||
Vested restricted stock units (in shares) | 8,672,362 | 1,781,633 | ||||||||||||||||||
Vested restricted stock units | 1 | $ 1 | ||||||||||||||||||
Unrealized holdings gain on investment securities, available for sale | (190) | (190) | ||||||||||||||||||
Conversion from Class B Common Stock to Class A Common Stock | 0 | |||||||||||||||||||
Treasury stock acquired (in shares) | 3,700,995 | (3,700,995) | ||||||||||||||||||
Treasury stock acquired | (3,359) | $ (3,359) | ||||||||||||||||||
Issuance of Common Stock under Employee Stock Purchase Plan | 0 | |||||||||||||||||||
Net loss | $ (19,170) | (19,170) | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 406,155,332 | 406,155,332 | 89,649,365 | 89,649,365 | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 11,613,745 | 11,613,745 | ||||||||||||||||||
Ending balance at Mar. 31, 2024 | $ 292,474 | $ (16,088) | $ 2,490,036 | $ (2,178,964) | $ (2,560) | $ 41 | $ 9 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (19,170) | $ (72,606) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 318 | 279 | |
Stock-based compensation expense | 28,798 | 38,617 | |
Accretion, net of amortization | (671) | (3,254) | |
Accrued interest earned | (153) | (12) | |
Net unrealized (losses) gains on investment securities | (190) | 2,343 | |
Gain on investment | 467 | 0 | |
Premium deficiency reserve | 0 | (1,810) | |
Changes in operating assets and liabilities: | |||
Accrued retrospective premiums | (48,531) | (49,798) | |
Other receivables | (5,867) | (695) | |
Surety bonds and deposits | (198) | 0 | |
Prepaid expenses | (2,343) | 1,248 | |
Other assets | (3,557) | 3,391 | |
Healthcare receivables | (19,703) | 13,664 | |
Operating lease right-of-use assets | 258 | (84) | |
Unpaid claims | 102,383 | 1,122 | |
Accounts payable and accrued expenses | (1,776) | 15,007 | |
Accrued salaries and benefits | 7,376 | 6,344 | |
Deferred revenue | (3,099) | 107,563 | |
Other liabilities | (65) | 694 | |
Operating lease liabilities | (323) | (90) | |
Discontinued operations (Note 17) | (8,019) | 17,109 | |
Net cash provided by operating activities | 25,935 | 79,032 | |
Cash flows from investing activities: | |||
Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (24,105) | (67,893) | |
Proceeds from sales of short-term investments and available-for-sale securities | 0 | 15,001 | |
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities | 33,735 | 63,324 | |
Purchases of property and equipment | (445) | (251) | |
Net cash provided by investing activities | 9,185 | 10,181 | |
Cash flows from financing activities: | |||
Issuance of common stock, net of early exercise liability | 0 | 848 | |
Treasury stock acquired | (3,359) | (2,982) | |
Net cash used in financing activities | (3,359) | (2,134) | |
Net increase in cash, cash equivalents, and restricted cash for discontinued and continuing operations | 31,761 | 87,079 | |
Cash, cash equivalents, and restricted cash, beginning of period for discontinued and continuing operations | 176,494 | 186,213 | $ 186,213 |
Cash, cash equivalents, and restricted cash, end of period for discontinued and continuing operations | 208,255 | 273,292 | 176,494 |
Reconciliation of cash and cash equivalents and restricted cash for discontinued and continuing operations | |||
Cash and cash equivalents | 208,255 | 190,562 | 116,407 |
Restricted cash | 0 | 82,730 | |
Total cash, cash equivalents, and restricted cash for discontinued and continuing operations | 208,255 | 273,292 | $ 176,494 |
Supplemental disclosure of non-cash activities | |||
Performance year receivable | 0 | (552,620) | |
Performance year obligation | $ 0 | $ 552,620 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 had previously provided care to aligned Medicare fee-for-service ("FFS") beneficiaries (the "Non-Insurance Beneficiaries") through our prior participation in ACO REACH Program, as defined herein. 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 starting with the 2024 performance year. The activity recognized during 2024 relates to prior performance years with CMS and are presented within discontinued operations for all periods presented within the condensed consolidated financial statements. See Note 17 for further discussion of discontinued operations. 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. For additional information, see Note 1 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation The Company's unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2023 Form 10-K. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, reinsurance, premium deficiency reserve, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools. Reclassifications Certain amounts in the prior years' Condensed 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. In addition, certain amounts have also been reclassified related to Accretion, net of amortization, Accrued interest earned and Net unrealized (losses) gains on investment securities. Certain amounts in the prior years' Condensed Consolidated Statements of Operations and Comprehensive Loss have been reclassified to conform to current year's presentation, these amounts relate to the Company's restructuring costs which were previously included within Salaries and benefits as well as General and administrative expenses. These expenses are now recognized within Restructuring costs. Discontinued Operations The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Assets and liabilities related to the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 17 - Discontinued Operations for additional information. 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 unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. At March 31, 2024, the Company has one reporting segment, Insurance. At the end of 2023, the Company exited the ACO REACH Model and as a direct result, the reportable operating segment formerly known as Non-Insurance no longer meets the criteria of a required reportable operating segment starting in 2024. 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 Condensed Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Condensed Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. For the quarter ended March 31, 2024 and 2023, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve. For the three months ended March 31, 2024 and 2023 charges related to deferred acquisition costs of $1.1 million and $3.9 million, respectively, were recognized within General and administrative expenses. Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. See Note 16 (Restructuring costs) for further discussion. Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted during the three months ended March 31, 2024 that are expected to materially impact the Company's unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements and related disclosures. |
Investment Securities
Investment Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Investment Securities The following tables present amortized cost and fair values of investments at March 31, 2024 and December 31, 2023, respectively: March 31, 2024 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 $ 7,715 $ — $ (169) $ 7,546 Investment securities, available-for-sale U.S. government and government agencies and authorities 137,911 235 (2,782) 135,364 Corporate debt securities 77,957 91 (104) 77,944 Other 1,881 — — 1,881 Total held-to-maturity and available-for-sale investment securities $ 225,464 $ 326 $ (3,055) $ 222,735 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 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 The following table presents the amortized cost and fair value of debt securities at March 31, 2024, by contractual maturity: March 31, 2024 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,923 $ 6,853 $ 119,528 $ 118,056 Due after one year through five years 680 602 98,221 97,133 Due after five years through ten years — — — — Due after ten years 112 91 — — Total $ 7,715 $ 7,546 $ 217,749 $ 215,189 For the three months ended March 31, 2024 and 2023, respectively, net investment income, which is included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended 2024 2023 (in thousands) Cash and cash equivalents $ 2,186 $ 1,629 Short-term investments 174 492 Investment securities 2,108 1,814 Investment income, net $ 4,468 $ 3,935 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 March 31, 2024, and December 31, 2023, respectively: March 31, 2024 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 $ 33,908 $ (54) $ 61,799 $ (2,906) $ 95,707 $ (2,960) Corporate debt securities 38,850 (75) 6,691 (20) 45,541 (95) Total $ 72,758 $ (129) $ 68,490 $ (2,926) $ 141,248 $ (3,055) Number of positions 55 29 84 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 The Company did not record any credit allowances for debt securities that were in an unrealized loss position at March 31, 2024 and December 31, 2023. At March 31, 2024, 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 March 31, 2024, were assessed, based on, among other things: • The relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an impairment loss; • The absence of compelling evidence that would cause the Company to call into question the financial condition or near-term prospects of the issuer of the applicable security; and • The Company's ability and intent to hold the applicable security for a period of time sufficient to allow for any anticipated recovery. Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three months ended March 31, 2024 and 2023, respectively: Three Months Ended 2024 2023 (in thousands) Proceeds from sales of investment securities $ — $ 15,001 Proceeds from maturities of investment securities 33,735 63,324 Gross realized gains — — Gross realized losses — — Net realized gains (losses) $ — $ — At March 31, 2024 and December 31, 2023, the Company had $14.8 million and $14.7 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 | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present a summary of fair value measurements for financial instruments at March 31, 2024 and December 31, 2023, respectively: March 31, 2024 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 135,364 $ — $ 135,364 Corporate debt securities — 77,944 — 77,944 Other 1,881 — — 1,881 Warrants receivable — — 814 814 Total assets at fair value $ 1,881 $ 213,308 $ 814 $ 216,003 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 The changes in balances of Clover's Level 3 financial assets and liabilities during the three months ended March 31, 2024 were as follows: Warrants receivable Total (in thousands) Balance, December 31, 2023 $ 814 $ 814 Receipts — — Settlements — — Transfers in — — Transfers out — — Total unrealized losses (gains) — — Balance, March 31, 2024 $ 814 $ 814 There were no transfers in or out of Level 3 financial assets or liabilities for the three months ended March 31, 2024 or March 31, 2023. Private Warrants At March 31, 2024, 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 Unaudited Condensed Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. These warrants at measurement date, December 31, 2023, were assessed to have a fair value of $0.8 million, with no other activity for the three months ended March 31, 2024. The Company reassesses the fair values of the warrants based on updated estimates and for the three months ended March 31, 2024 there were no unrealized gains or losses recognized. |
Healthcare Receivables
Healthcare Receivables | 3 Months Ended |
Mar. 31, 2024 | |
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 $83.9 million and $64.2 million within Healthcare receivables at March 31, 2024, and December 31, 2023, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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 $0.5 million and $3.7 million for the three months ended March 31, 2024 and 2023 respectively. Additionally, $0.9 million and $1.4 million were payable to CarePoint Health at March 31, 2024, and December 31, 2023, respectively. The Company has a contract with Medical Records Exchange, LLC (formerly known as "ChartFast," now d/b/a Credo) pursuant to which the Company receives administrative services related to medical records retrieval via Credo's electronic applications and web portal platform. Expenses and fees incurred related to this agreement were $0.1 million and $0.1 million for the three months ended March 31, 2024 and 2023 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 March 31, 2024, and is recognized within Other assets, non-current, on the Condensed Consolidated Balance Sheet. In accordance with ASC 321, any changes in fair value associated with these shares are recognized within the Condensed 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 none and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. Additionally, none and $0.2 million were payable to Thyme Care at March 31, 2024, and December 31, 2023, respectively. |
Unpaid Claims
Unpaid Claims | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 and 2023, respectively, is summarized as follows: Three Months Ended March 31, 2024 2023 (in thousands) Gross and net balance, beginning of period (1) $ 137,100 $ 137,395 Incurred related to: Current year 277,871 272,258 Prior years (17,647) 804 Total incurred 260,224 273,062 Paid related to: Current year 84,549 167,360 Prior years 73,292 104,581 Total paid 157,841 271,941 Gross and net balance, end of period (1) $ 239,483 $ 138,516 (1) Includes amounts due to related parties. 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 $239.5 million at March 31, 2024. During the three months ended March 31, 2024, $73.3 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $17.6 million was recognized during the three months ended March 31, 2024, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2023. An unfavorable development of $0.8 million was recognized during the three months ended March 31, 2023, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2022. 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 30.4% for the three months ended March 31, 2024, and 61.5% for the three months ended March 31, 2023. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a slower rate during the three months ended March 31, 2024, than during the three months ended March 31, 2023. As a result of slower claims processing, unpaid claims liability increased which increase was primarily due to claim submission and payment process disruptions related to a third-party cyber incident. |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively, and up to 500,000,000 shares of Class B common stock at March 31, 2024 and December 31, 2023. At March 31, 2024 and December 31, 2023, there were 406,155,332 and 401,183,882 shares of Class A common stock issued and outstanding, respectively. There were 89,649,365 and 87,867,732 shares of Class B common stock issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 11,613,745 and 7,912,750 shares held in treasury at March 31, 2024 and December 31, 2023, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. At March 31, 2024, 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 March 31, 2024, there were no shares of preferred stock issued and outstanding. |
Variable Interest Entity and Eq
Variable Interest Entity and Equity Method of Accounting | 3 Months Ended |
Mar. 31, 2024 | |
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 Condensed 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. For the year ended December 31, 2023, the Company recognized a loss on investment of $4.7 million. 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 $0.5 million and zero for the three months ended March 31, 2024 and 2023. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee Savings Plan The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0% of the first 4.0% compensation that is contributed by the employee up to 4.0% of eligible annual compensation after one year of service. The Company's service contributions to the 401(k) Plan amounted to approximately $0.5 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively, and are included within Salaries and benefits on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100.0% vested. Stock-based Compensation The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units ("RSUs"), 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 March 31, 2024 were as follows: March 31, 2024 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 23,977,273 N/A 2020 Plan 86,604,581 45,291,944 22,392,308 2020 MIP 33,426,983 23,398,889 — Inducement Plan 11,000,000 2,452,449 4,228,753 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 $28.8 million and $38.6 million during the three months ended March 31, 2024 and 2023, respectively, and such expenses are presented within Salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended March 31, 2024 2023 (in thousands) Stock options $ 618 $ 1,341 RSUs 20,917 21,000 PRSUs 7,213 16,195 ESPP 50 81 Total compensation cost recognized for stock-based compensation plans $ 28,798 $ 38,617 At March 31, 2024, there was approximately $421.0 million of unrecognized stock-based compensation expense related to unvested stock options, unvested RSUs, unvested PRSUs, and the ESPP, estimated to be recognized over a period of four years. Stock Options The Company did not grant stock options during the three months ended March 31, 2024 and 2023, respectively. A summary of option activity under the 2020 Plan during the three months ended March 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 952,900 $ 8.88 Granted — — Exercised — — Forfeited (78,180) 8.88 Outstanding, March 31, 2024 874,720 $ 8.88 A summary of stock option activity under the 2014 Plan during the three months ended March 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 24,041,753 $ 1.45 Granted — — Exercised 83 0.84 Forfeited (64,632) 2.37 Outstanding, March 31, 2024 23,977,204 $ 1.45 At March 31, 2024, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of less than $0.1 million, and a weighted-average remaining contractual term of four years. At March 31, 2024, there were 23,752,137 options exercisable under the Plan, 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 5.15 years. The total value of stock options exercised during the three months ended March 31, 2024 and 2023 was none. Cash received from stock option exercises during the three months ended March 31, 2024 and 2023 totaled none. Restricted Stock Units A summary of total RSU activity is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2024 56,928,405 $ 4.28 Granted during 2024 7,124,716 0.92 Released (10,371,186) 6.45 Forfeited (4,495,795) 2.28 Outstanding, March 31, 2024 49,186,140 $ 3.52 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 as of the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. At March 31, 2024, 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 three months ended March 31, 2024 related to stock-based compensation plans which is presented within Salaries and benefits in the accompanying Condensed 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 is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2024 32,131,532 $ 8.36 Granted during 2024 — — Vested (11,857) 8.85 Forfeited (290,381) 1.59 Non-vested at March 31, 2024 31,829,294 $ 8.43 At March 31, 2024, there was $31.0 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of 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 14,163,863 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 March 31, 2024, 13,078,532 shares of Class A common stock were available for issuance under the ESPP. The ESPP includes an evergreen provision that limits 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) as of 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 most recent offering period, is as follows: Offering period from November 23, 2023 to May 21, 2024 Weighted-average risk-free interest rate 5.5 % Expected term (in years) 0.50 Expected volatility 82.3 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The consolidated effective tax rate of the Company for the three months ended March 31, 2024 and 2023, was 0.0%. The Company continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company believes that at March 31, 2024, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued at March 31, 2024 and December 31, 2023. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Net Loss per Share - Continuing Operations Basic and diluted net loss per share from continuing operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows: Three Months Ended March 31, 2024 2023 (in thousands, except per share and share amounts) Net loss from continuing operations attributable to Common Stockholders $ (23,170) $ (79,698) Basic and diluted weighted average number of common shares and common share equivalents outstanding 486,374,644 478,805,067 Basic and diluted net loss per share $ (0.05) $ (0.17) Because the Company had a Net loss during the three months ended March 31, 2024 and 2023, 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: Three Months Ended March 31, 2024 2023 Options to purchase common stock 24,851,924 25,834,803 RSUs 49,186,140 57,742,605 PRSUs 31,829,294 29,945,235 Total anti-dilutive shares excluded from computation of net loss per share 105,867,358 113,522,643 Net Income per Share - Discontinued Operations Basic and diluted net loss per share from discontinued operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows: Three Months Ended March 31, 2024 2023 (in thousands, except per share and share amounts) Net income from discontinued operations attributable to Common Stockholders $ 4,000 $ 7,092 Basic weighted average number of common shares and common share equivalents outstanding 486,374,644 478,805,067 Potential dilutive shares: RSU 49,186,140 57,742,605 PRSU 31,829,294 29,945,235 Stock Options 61,088 136,175 Weighted average shares used in computing net income per share of common stock, diluted 567,451,166 566,629,082 Basic earnings per share $ 0.01 $ 0.01 Diluted earnings per share $ 0.01 $ 0.01 The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock: Three Months Ended March 31, 2024 2023 Options to purchase common stock 24,790,836 25,698,628 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and December 31, 2023, 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. 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. On March 5, 2024, the United States District Court for the Middle District of Tennessee entered an Order Preliminarily Approving Settlement and Providing for Notice, and scheduled a hearing for July 11, 2024 to determine whether to give final approval to the Settlement. 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. |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Operating Segments | Operating Segments Starting in 2024, the Company manages its operations based on one reportable operating segment: Insurance. Through the Insurance segment, the Company provides PPO and HMO plans to Medicare Advantage members in several states. 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 one segment: • 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. Corporate/Other includes other clinical services not included in Medicare Advantage and all other corporate overhead. Clinical services is comprised of Clover Home Care and other clinical services that are offered to eligible beneficiaries. The table below summarizes the Company's results by operating segment: Insurance Corporate/Other Eliminations Consolidated Total Three months ended March 31, 2024 (in thousands) Premiums earned, net (net of ceded premiums of $101) $ 341,722 $ — $ — $ 341,722 Other income 3,727 15,681 (14,208) 5,200 Intersegment revenues — 48,465 (48,465) — Net medical claims incurred 266,076 4,938 (5,852) 265,162 Gross profit (loss) $ 79,373 $ 59,208 $ (56,821) $ 81,760 Total assets $ 498,360 $ 838,045 $ (664,635) $ 671,770 Insurance Corporate/Other Eliminations Consolidated Total Three months ended March 31, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $122) $ 317,086 $ — $ — $ 317,086 Other income 1,839 17,738 (14,671) 4,906 Intersegment revenues — 23,231 (23,231) — Net medical claims incurred 274,504 3,448 (3,163) 274,789 Gross profit (loss) $ 44,421 $ 37,521 $ (34,739) $ 47,203 Total assets $ 467,392 $ 936,903 $ (666,810) $ 737,485 A reconciliation of the reportable segments' gross profit to the Net loss from continuing operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows: Three Months Ended March 31, 2024 2023 (in thousands) Gross profit $ 81,760 $ 47,203 Salaries and benefits 59,223 68,981 General and administrative expenses 44,569 57,644 Premium deficiency reserve benefit — (1,810) Depreciation and amortization 318 279 Restructuring costs 353 1,807 Loss (gain) on investment 467 — Net loss from continuing operations $ (23,170) $ (79,698) |
Dividend Restrictions
Dividend Restrictions | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2024 | |
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. The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Three Months Ended March 31, 2024 2023 (in thousands) Employee termination benefits $ — $ 1,226 Vendor related costs 349 581 Other 4 — Total restructuring costs $ 353 $ 1,807 UST HealthProof Transition As of March 31, 2024, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the three months ended March 31, 2024. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2023 $ 1,781 $ 3,390 $ — $ 5,171 Charges — 349 4 353 Cash payments (1,234) (489) (4) (1,727) Liability as of March 31, 2024 $ 547 $ 3,250 $ — $ 3,797 Total cumulative costs incurred as of March 31, 2024 $ 4,795 $ 5,288 $ 91 $ 10,174 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On December 1, 2023, the Company notified CMS that it would 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 starting with the 2024 performance year, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The nature of the remaining activities relate to the settlement with CMS related to prior performance years which is expected to be completed during the second half of 2024. A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss follows: Three Months Ended 2024 2023 (in thousands) Revenues: Non-Insurance revenue $ 6,824 $ 205,783 Total revenues 6,824 205,783 Operating Expenses: Net medical claims incurred $ 2,235 $ 197,701 General and administrative expenses 292 990 Restructuring costs 297 — Total operating expenses $ 2,824 $ 198,691 Gain from operations 4,000 7,092 Net income $ 4,000 $ 7,092 A summary of the carrying amounts of major assets and liabilities, which were classified as held for settlement in the Condensed Consolidated Balance Sheets, follows: March 31, 2024 December 31, 2023 (in thousands) Assets (1) Cash and cash equivalents $ — $ 6,456 Surety bond and deposits — 55,089 Non-Insurance receivable 10,926 10,926 Total assets $ 10,926 $ 72,471 Liabilities (1) Unpaid claims $ 858 $ 2,856 Accounts payable and accrued expenses 297 — Accrued salaries and benefits — 110 Non-Insurance performance year obligation, current 9,657 15,568 Non-Insurance payable 39,810 41,565 Total liabilities $ 50,622 $ 60,099 (1) The assets and liabilities of the disposal group classified are classified as current on the March 31, 2024 Condensed Consolidated Balance Sheet as the settlement with CMS is expected to occur within one year. A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows: Three Months Ended 2024 2023 (in thousands) Net cash (used in) provided by operating activities $ (8,019) $ 17,109 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 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. 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 assumed 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. Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments. For additional information, see Note 2 (Summary of Significant Accounting Policies) and Note 20 (Non-Insurance) in the 2023 Form 10-K. The tables below include the financial statement impacts of the performance guarantee: March 31, 2024 December 31, 2023 (in thousands) Non-Insurance performance year obligation (1) $ 9,657 $ 15,568 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Three Months Ended March 31, 2024 2023 (in thousands) Amortization of the Non-Insurance performance year receivable $ — $ (184,207) Amortization of the Non-Insurance performance year obligation — 184,207 Non-Insurance revenue $ 6,824 $ 205,783 Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. 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 Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: ACO REACH As of March 31, 2024 and 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 discontinued operations balance sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. Employee Termination Benefits Vendor related costs Total (in thousands) Liability as of December 31, 2023 $ 110 $ — $ 110 Charges — 297 297 Cash payments (110) — (110) Liability as of March 31, 2024 $ — $ 297 $ 297 Total cumulative costs incurred as of March 31, 2024 $ 110 $ 297 $ 407 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Share Repurchase Authorization On May 6, 2024, the Board of Directors of the Company authorized the repurchase of up to $20,000,000 in shares of the Company’s outstanding Class A Common Stock over a two year period. The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases or accelerated share repurchases. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,170) | $ (72,606) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company's unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2023 Form 10-K. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, reinsurance, premium deficiency reserve, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools. |
Reclassifications | Reclassifications Certain amounts in the prior years' Condensed 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. In addition, certain amounts have also been reclassified related to Accretion, net of amortization, Accrued interest earned and Net unrealized (losses) gains on investment securities. Certain amounts in the prior years' Condensed Consolidated Statements of Operations and Comprehensive Loss have been reclassified to conform to current year's presentation, these amounts relate to the Company's restructuring costs which were previously included within Salaries and benefits as well as General and administrative expenses. These expenses are now recognized within Restructuring costs. |
Discontinued Operations | Discontinued Operations The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Assets and liabilities related to the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 17 - Discontinued Operations for additional information. |
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 unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. |
Segment information | Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. At March 31, 2024, the Company has one reporting segment, Insurance. At the end of 2023, the Company exited the ACO REACH Model and as a direct result, the reportable operating segment formerly known as Non-Insurance no longer meets the criteria of a required reportable operating segment starting in 2024. |
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 Condensed Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. |
Deferred acquisition costs | Deferred acquisition costs |
Restructuring Activities | Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. See Note 16 (Restructuring costs) for further discussion. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted during the three months ended March 31, 2024 that are expected to materially impact the Company's unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements and related disclosures. |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment Securities Reconciliation | The following tables present amortized cost and fair values of investments at March 31, 2024 and December 31, 2023, respectively: March 31, 2024 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 $ 7,715 $ — $ (169) $ 7,546 Investment securities, available-for-sale U.S. government and government agencies and authorities 137,911 235 (2,782) 135,364 Corporate debt securities 77,957 91 (104) 77,944 Other 1,881 — — 1,881 Total held-to-maturity and available-for-sale investment securities $ 225,464 $ 326 $ (3,055) $ 222,735 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 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 |
Schedule of Amortized Cost and Fair Value of Debt Securities | The following table presents the amortized cost and fair value of debt securities at March 31, 2024, by contractual maturity: March 31, 2024 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 6,923 $ 6,853 $ 119,528 $ 118,056 Due after one year through five years 680 602 98,221 97,133 Due after five years through ten years — — — — Due after ten years 112 91 — — Total $ 7,715 $ 7,546 $ 217,749 $ 215,189 |
Schedule of Net Investment Income | For the three months ended March 31, 2024 and 2023, respectively, net investment income, which is included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Three Months Ended 2024 2023 (in thousands) Cash and cash equivalents $ 2,186 $ 1,629 Short-term investments 174 492 Investment securities 2,108 1,814 Investment income, net $ 4,468 $ 3,935 |
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 March 31, 2024, and December 31, 2023, respectively: March 31, 2024 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 $ 33,908 $ (54) $ 61,799 $ (2,906) $ 95,707 $ (2,960) Corporate debt securities 38,850 (75) 6,691 (20) 45,541 (95) Total $ 72,758 $ (129) $ 68,490 $ (2,926) $ 141,248 $ (3,055) Number of positions 55 29 84 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 |
Schedule of Realized Gain (Loss) on Investment Securities | Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three months ended March 31, 2024 and 2023, respectively: Three Months Ended 2024 2023 (in thousands) Proceeds from sales of investment securities $ — $ 15,001 Proceeds from maturities of investment securities 33,735 63,324 Gross realized gains — — Gross realized losses — — Net realized gains (losses) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively: March 31, 2024 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 135,364 $ — $ 135,364 Corporate debt securities — 77,944 — 77,944 Other 1,881 — — 1,881 Warrants receivable — — 814 814 Total assets at fair value $ 1,881 $ 213,308 $ 814 $ 216,003 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 |
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 three months ended March 31, 2024 were as follows: Warrants receivable Total (in thousands) Balance, December 31, 2023 $ 814 $ 814 Receipts — — Settlements — — Transfers in — — Transfers out — — Total unrealized losses (gains) — — Balance, March 31, 2024 $ 814 $ 814 |
Unpaid Claims (Tables)
Unpaid Claims (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 and 2023, respectively, is summarized as follows: Three Months Ended March 31, 2024 2023 (in thousands) Gross and net balance, beginning of period (1) $ 137,100 $ 137,395 Incurred related to: Current year 277,871 272,258 Prior years (17,647) 804 Total incurred 260,224 273,062 Paid related to: Current year 84,549 167,360 Prior years 73,292 104,581 Total paid 157,841 271,941 Gross and net balance, end of period (1) $ 239,483 $ 138,516 (1) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 were as follows: March 31, 2024 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 23,977,273 N/A 2020 Plan 86,604,581 45,291,944 22,392,308 2020 MIP 33,426,983 23,398,889 — Inducement Plan 11,000,000 2,452,449 4,228,753 |
Schedule of Stock-Based Compensation Cost | Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three Months Ended March 31, 2024 2023 (in thousands) Stock options $ 618 $ 1,341 RSUs 20,917 21,000 PRSUs 7,213 16,195 ESPP 50 81 Total compensation cost recognized for stock-based compensation plans $ 28,798 $ 38,617 |
Schedule of Stock Option Activity | A summary of option activity under the 2020 Plan during the three months ended March 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 952,900 $ 8.88 Granted — — Exercised — — Forfeited (78,180) 8.88 Outstanding, March 31, 2024 874,720 $ 8.88 A summary of stock option activity under the 2014 Plan during the three months ended March 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 24,041,753 $ 1.45 Granted — — Exercised 83 0.84 Forfeited (64,632) 2.37 Outstanding, March 31, 2024 23,977,204 $ 1.45 |
Schedule of Total RSU Activity | A summary of total RSU activity is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2024 56,928,405 $ 4.28 Granted during 2024 7,124,716 0.92 Released (10,371,186) 6.45 Forfeited (4,495,795) 2.28 Outstanding, March 31, 2024 49,186,140 $ 3.52 |
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 as of the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. |
Schedule of Total Performance Restricted Stock Units | A summary of PRSU activity is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2024 32,131,532 $ 8.36 Granted during 2024 — — Vested (11,857) 8.85 Forfeited (290,381) 1.59 Non-vested at March 31, 2024 31,829,294 $ 8.43 |
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 most recent offering period, is as follows: Offering period from November 23, 2023 to May 21, 2024 Weighted-average risk-free interest rate 5.5 % Expected term (in years) 0.50 Expected volatility 82.3 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share from continuing operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows: Three Months Ended March 31, 2024 2023 (in thousands, except per share and share amounts) Net loss from continuing operations attributable to Common Stockholders $ (23,170) $ (79,698) Basic and diluted weighted average number of common shares and common share equivalents outstanding 486,374,644 478,805,067 Basic and diluted net loss per share $ (0.05) $ (0.17) Basic and diluted net loss per share from discontinued operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows: Three Months Ended March 31, 2024 2023 (in thousands, except per share and share amounts) Net income from discontinued operations attributable to Common Stockholders $ 4,000 $ 7,092 Basic weighted average number of common shares and common share equivalents outstanding 486,374,644 478,805,067 Potential dilutive shares: RSU 49,186,140 57,742,605 PRSU 31,829,294 29,945,235 Stock Options 61,088 136,175 Weighted average shares used in computing net income per share of common stock, diluted 567,451,166 566,629,082 Basic earnings per share $ 0.01 $ 0.01 Diluted earnings per share $ 0.01 $ 0.01 |
Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2024 2023 Options to purchase common stock 24,851,924 25,834,803 RSUs 49,186,140 57,742,605 PRSUs 31,829,294 29,945,235 Total anti-dilutive shares excluded from computation of net loss per share 105,867,358 113,522,643 The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock: Three Months Ended March 31, 2024 2023 Options to purchase common stock 24,790,836 25,698,628 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below summarizes the Company's results by operating segment: Insurance Corporate/Other Eliminations Consolidated Total Three months ended March 31, 2024 (in thousands) Premiums earned, net (net of ceded premiums of $101) $ 341,722 $ — $ — $ 341,722 Other income 3,727 15,681 (14,208) 5,200 Intersegment revenues — 48,465 (48,465) — Net medical claims incurred 266,076 4,938 (5,852) 265,162 Gross profit (loss) $ 79,373 $ 59,208 $ (56,821) $ 81,760 Total assets $ 498,360 $ 838,045 $ (664,635) $ 671,770 Insurance Corporate/Other Eliminations Consolidated Total Three months ended March 31, 2023 (in thousands) Premiums earned, net (net of ceded premiums of $122) $ 317,086 $ — $ — $ 317,086 Other income 1,839 17,738 (14,671) 4,906 Intersegment revenues — 23,231 (23,231) — Net medical claims incurred 274,504 3,448 (3,163) 274,789 Gross profit (loss) $ 44,421 $ 37,521 $ (34,739) $ 47,203 Total assets $ 467,392 $ 936,903 $ (666,810) $ 737,485 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | A reconciliation of the reportable segments' gross profit to the Net loss from continuing operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows: Three Months Ended March 31, 2024 2023 (in thousands) Gross profit $ 81,760 $ 47,203 Salaries and benefits 59,223 68,981 General and administrative expenses 44,569 57,644 Premium deficiency reserve benefit — (1,810) Depreciation and amortization 318 279 Restructuring costs 353 1,807 Loss (gain) on investment 467 — Net loss from continuing operations $ (23,170) $ (79,698) |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Three Months Ended March 31, 2024 2023 (in thousands) Employee termination benefits $ — $ 1,226 Vendor related costs 349 581 Other 4 — Total restructuring costs $ 353 $ 1,807 The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: ACO REACH As of March 31, 2024 and 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 discontinued operations balance sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. Employee Termination Benefits Vendor related costs Total (in thousands) Liability as of December 31, 2023 $ 110 $ — $ 110 Charges — 297 297 Cash payments (110) — (110) Liability as of March 31, 2024 $ — $ 297 $ 297 Total cumulative costs incurred as of March 31, 2024 $ 110 $ 297 $ 407 |
Schedule of Other Restructuring and Related Costs | The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the three months ended March 31, 2024. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2023 $ 1,781 $ 3,390 $ — $ 5,171 Charges — 349 4 353 Cash payments (1,234) (489) (4) (1,727) Liability as of March 31, 2024 $ 547 $ 3,250 $ — $ 3,797 Total cumulative costs incurred as of March 31, 2024 $ 4,795 $ 5,288 $ 91 $ 10,174 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations | A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss follows: Three Months Ended 2024 2023 (in thousands) Revenues: Non-Insurance revenue $ 6,824 $ 205,783 Total revenues 6,824 205,783 Operating Expenses: Net medical claims incurred $ 2,235 $ 197,701 General and administrative expenses 292 990 Restructuring costs 297 — Total operating expenses $ 2,824 $ 198,691 Gain from operations 4,000 7,092 Net income $ 4,000 $ 7,092 A summary of the carrying amounts of major assets and liabilities, which were classified as held for settlement in the Condensed Consolidated Balance Sheets, follows: March 31, 2024 December 31, 2023 (in thousands) Assets (1) Cash and cash equivalents $ — $ 6,456 Surety bond and deposits — 55,089 Non-Insurance receivable 10,926 10,926 Total assets $ 10,926 $ 72,471 Liabilities (1) Unpaid claims $ 858 $ 2,856 Accounts payable and accrued expenses 297 — Accrued salaries and benefits — 110 Non-Insurance performance year obligation, current 9,657 15,568 Non-Insurance payable 39,810 41,565 Total liabilities $ 50,622 $ 60,099 (1) The assets and liabilities of the disposal group classified are classified as current on the March 31, 2024 Condensed Consolidated Balance Sheet as the settlement with CMS is expected to occur within one year. A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows: Three Months Ended 2024 2023 (in thousands) Net cash (used in) provided by operating activities $ (8,019) $ 17,109 |
Schedule of Performance Guarantees | The tables below include the financial statement impacts of the performance guarantee: March 31, 2024 December 31, 2023 (in thousands) Non-Insurance performance year obligation (1) $ 9,657 $ 15,568 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Three Months Ended March 31, 2024 2023 (in thousands) Amortization of the Non-Insurance performance year receivable $ — $ (184,207) Amortization of the Non-Insurance performance year obligation — 184,207 Non-Insurance revenue $ 6,824 $ 205,783 |
Schedule of Restructuring Charges | The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Three Months Ended March 31, 2024 2023 (in thousands) Employee termination benefits $ — $ 1,226 Vendor related costs 349 581 Other 4 — Total restructuring costs $ 353 $ 1,807 The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows: ACO REACH As of March 31, 2024 and 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 discontinued operations balance sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. Employee Termination Benefits Vendor related costs Total (in thousands) Liability as of December 31, 2023 $ 110 $ — $ 110 Charges — 297 297 Cash payments (110) — (110) Liability as of March 31, 2024 $ — $ 297 $ 297 Total cumulative costs incurred as of March 31, 2024 $ 110 $ 297 $ 407 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
Accounting Policies [Line Items] | ||
Number of reporting segments (in segments) | segment | 1 | |
Amortization expense due to recognition of premium deficiency reserve | $ 0 | $ 0 |
General and Administrative Expense | ||
Accounting Policies [Line Items] | ||
Amortization expense of deferred acquisition costs | $ 1,100,000 | $ 3,900,000 |
Investment Securities - Schedul
Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment securities, held-to-maturity | ||
Amortized cost | $ 7,715 | |
Fair value | 7,546 | |
Total held-to-maturity and available-for-sale investment securities | ||
Amortized cost | 225,464 | $ 230,975 |
Accumulated unrealized gains | 326 | 878 |
Accumulated unrealized losses | (3,055) | (3,473) |
Fair value | 222,735 | 228,380 |
U.S. government and government agencies and authorities | ||
Investment securities, held-to-maturity | ||
Amortized cost | 7,715 | 7,695 |
Accumulated unrealized gains | 0 | 0 |
Accumulated unrealized losses | (169) | (225) |
Fair value | 7,546 | 7,470 |
Investment securities, available-for-sale | ||
Amortized cost | 137,911 | 126,071 |
Accumulated unrealized gains | 235 | 713 |
Accumulated unrealized losses | (2,782) | (3,070) |
Fair value | 135,364 | 123,714 |
Corporate debt securities | ||
Investment securities, available-for-sale | ||
Amortized cost | 77,957 | 95,354 |
Accumulated unrealized gains | 91 | 165 |
Accumulated unrealized losses | (104) | (176) |
Fair value | 77,944 | 95,343 |
Other | ||
Investment securities, available-for-sale | ||
Amortized cost | 1,881 | 1,855 |
Accumulated unrealized gains | 0 | 0 |
Accumulated unrealized losses | 0 | (2) |
Fair value | $ 1,881 | $ 1,853 |
Investment Securities - Sched_2
Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract] | |
Due within one year | $ 6,923 |
Due after one year through five years | 680 |
Due after five years through ten years | 0 |
Due after ten years | 112 |
Amortized cost | 7,715 |
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract] | |
Due within one year | 6,853 |
Due after one year through five years | 602 |
Due after five years through ten years | 0 |
Due after ten years | 91 |
Total | 7,546 |
Debt Securities, Available-for-sale, Amortized Cost [Abstract] | |
Due within one year | 119,528 |
Due after one year through five years | 98,221 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Total | 217,749 |
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | 118,056 |
Due after one year through five years | 97,133 |
Due after five years through ten years | 0 |
Due after ten years | 0 |
Total | $ 215,189 |
Investment Securities - Sched_3
Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Separate Account Investment [Line Items] | ||
Investment income, net | $ 4,468 | $ 3,935 |
Cash and cash equivalents | ||
Fair Value, Separate Account Investment [Line Items] | ||
Investment income, net | 2,186 | 1,629 |
Short-term investments | ||
Fair Value, Separate Account Investment [Line Items] | ||
Investment income, net | 174 | 492 |
Investment securities | ||
Fair Value, Separate Account Investment [Line Items] | ||
Investment income, net | $ 2,108 | $ 1,814 |
Investment Securities - Sched_4
Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands | Mar. 31, 2024 USD ($) position | Dec. 31, 2023 USD ($) position |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | $ 72,758 | $ 73,591 |
Less than 12 months, Unrealized loss | (129) | (207) |
Greater than 12 months, Fair Value | 68,490 | 66,645 |
Greater than 12 months, Unrealized loss | (2,926) | (3,266) |
Total, Fair value | 141,248 | 140,236 |
Total, Unrealized Loss | $ (3,055) | $ (3,473) |
Less than 12 months, Number of positions | position | 55 | 69 |
Greater than 12 months, Number of positions | position | 29 | 27 |
Total, Number of positions | position | 84 | 96 |
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 | $ 33,908 | $ 12,584 |
Less than 12 months, Unrealized loss | (54) | (32) |
Greater than 12 months, Fair Value | 61,799 | 61,628 |
Greater than 12 months, Unrealized loss | (2,906) | (3,259) |
Total, Fair value | 95,707 | 74,212 |
Total, Unrealized Loss | (2,960) | (3,291) |
Corporate debt securities | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Less than 12 months, Fair value | 38,850 | 61,007 |
Less than 12 months, Unrealized loss | (75) | (175) |
Greater than 12 months, Fair Value | 6,691 | 5,017 |
Greater than 12 months, Unrealized loss | (20) | (7) |
Total, Fair value | 45,541 | 66,024 |
Total, Unrealized Loss | $ (95) | $ (182) |
Investment Securities - Additio
Investment Securities - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
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 | $ 14,800,000 | $ 14,700,000 |
Investment Securities -Schedule
Investment Securities -Schedule of Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Proceeds from sales of investment securities | $ 0 | $ 15,001 |
Proceeds from maturities of investment securities | 33,735 | 63,324 |
Gross realized gains | 0 | 0 |
Gross realized losses | 0 | 0 |
Net realized gains (losses) | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements for Items (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | $ 216,003 | $ 221,724 |
Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 814 | 814 |
U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 135,364 | 123,714 |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 77,944 | 95,343 |
Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 1,881 | 1,853 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 1,881 | 1,853 |
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 | 1,881 | 1,853 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 213,308 | 219,057 |
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 | 135,364 | 123,714 |
Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 77,944 | 95,343 |
Level 2 | Other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets at fair value | 814 | 814 |
Level 3 | Warrants receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants receivable | 814 | 814 |
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 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Total unrealized losses (gains) | $ 0 |
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (loss) on investments |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 814,000 |
Receipts | 0 |
Settlements | 0 |
Transfers in | 0 |
Transfers out | 0 |
Total unrealized losses (gains) | 0 |
Ending balance | 814,000 |
Level 3 | Warrants receivable | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 814,000 |
Receipts | 0 |
Settlements | 0 |
Transfers in | 0 |
Transfers out | 0 |
Total unrealized losses (gains) | 0 |
Ending balance | $ 814,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total unrealized losses (gains) | $ 0 | ||
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) | $ 0 | ||
Level 3 | Private warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrants receivable | $ 800,000 |
Healthcare Receivables (Details
Healthcare Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Healthcare receivables | $ 83,867 | $ 64,164 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | |||
Sep. 23, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Net medical claims incurred | $ 265,162,000 | $ 274,789,000 | ||
General and administrative expenses | 44,569,000 | 57,644,000 | ||
Related party | CarePoint Health Contract | ||||
Related Party Transaction [Line Items] | ||||
Net medical claims incurred | 500,000 | 3,700,000 | ||
Other liabilities | 900,000 | $ 1,400,000 | ||
Related party | Medical Records Exchange, LLC | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | 100,000 | 100,000 | ||
Related party | Thyme Care, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | 0 | $ 200,000 | ||
General and administrative expenses | $ 0 | $ 500,000 | ||
Number of shares purchased (in shares) | 1,773,049 | |||
Equity interest percentage (less than) | 5% | 5% | ||
Other assets, fair value | $ 500,000 |
Unpaid Claims - Schedule of Act
Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Gross and net balance, beginning of period | $ 137,100 | $ 137,395 |
Incurred related to: | ||
Current year | 277,871 | 272,258 |
Prior years | (17,647) | 804 |
Total incurred | 260,224 | 273,062 |
Paid related to: | ||
Current year | 84,549 | 167,360 |
Prior years | 73,292 | 104,581 |
Total paid | 157,841 | 271,941 |
Gross and net balance, end of period | 239,483 | 138,516 |
Unpaid claims | $ 239,483 | $ 138,516 |
Unpaid Claims - Additional info
Unpaid Claims - Additional information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 239,483 | $ 138,516 | $ 137,100 | $ 137,395 |
Incurred claims paid | 73,292 | 104,581 | ||
Unfavorable (favorable) development | $ (17,647) | $ 804 | ||
Percentage of current year medical claims paid as a percent of current year net medical claims | 0.304 | 0.615 | ||
Insurance Operations | ||||
Short-duration Insurance Contracts, Discounted Liabilities [Line Items] | ||||
Unpaid claims | $ 239,500 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Details) | 3 Months Ended | |
Mar. 31, 2024 vote $ / shares shares | Dec. 31, 2023 shares | |
Class of Stock [Line Items] | ||
Treasury stock, shares held (in shares) | 11,613,745 | 7,912,750 |
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) | 406,155,332 | 401,183,882 |
Common stock, shares, outstanding (in shares) | 406,155,332 | 401,183,882 |
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) | 89,649,365 | 87,867,732 |
Common stock, shares, outstanding (in shares) | 89,649,365 | 87,867,732 |
Common stock, number of voting rights per share (in votes) | vote | 10 |
Variable Interest Entity and _2
Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 04, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 23, 2023 | |
Class of Stock [Line Items] | ||||||
Gain (loss) on investments | $ (467) | $ 0 | ||||
Charter Bioscience Inc. | ||||||
Class of Stock [Line Items] | ||||||
Gain (loss) on investments | $ (500) | $ 0 | $ (4,700) | $ 9,200 | ||
Charter Bioscience Inc. | Second Private Capital Transaction | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 23.92% | |||||
Charter Bioscience Inc. | Private Capital Transaction | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 25.46% | |||||
Charter Bioscience Inc. | Preferred stock | Other assets | ||||||
Class of Stock [Line Items] | ||||||
Equity interest at fair value | $ 4,900 | |||||
Charter Bioscience Inc. | Common stock | ||||||
Class of Stock [Line Items] | ||||||
Equity Method Investments | 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 ($) | 3 Months Ended | |||
Jan. 06, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employer matching contribution, percent of match | 100% | |||
Employer matching contribution, percent of employees' gross pay | 4% | |||
Employer maximum annual contributions per employee, percent | 4% | |||
Employer discretionary contribution amount | $ 500,000 | $ 500,000 | ||
Employers matching contribution, vesting percentage | 100% | |||
Unvested stock options, unrecognized stock-based compensation | $ 421,000,000 | |||
Cost not yet recognized, period for recognition (in years) | 4 years | |||
Stock options, outstanding, intrinsic value (less than) | $ 100,000 | |||
Stock options, outstanding, weighted average remaining contractual term (in years) | 4 years | |||
Stock options, exercisable, number (in shares) | 23,752,137 | |||
Stock options, exercisable, intrinsic value (less than) | $ 100,000 | |||
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 1 month 24 days | |||
Stock options | $ 0 | |||
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 | $ 618,000 | 1,341,000 | ||
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 | 50,000 | 81,000 | ||
Maximum number of shares that may be purchased (in shares) | 14,163,863 | |||
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 | |||
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | 7,213,000 | 16,195,000 | ||
Unvested stock options, unrecognized stock-based compensation | $ 31,000,000 | |||
Cost not yet recognized, period for recognition (in years) | 4 years | |||
Eligibility for vesting period (in days) | 90 days | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 20,917,000 | 21,000,000 | ||
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock, percentage | 5% | |||
Common stock, shares, issued (in shares) | 406,155,332 | 401,183,882 | ||
Common Class A | ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for issuance (in shares) | 13,078,532 | |||
Employee discount percentage | 15% | |||
Maximum common stock reserved, threshold percentage | 10% | |||
2014 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for issuance (in shares) | 0 | |||
Proceeds from stock options exercised | $ 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 Equity and Management Incentive Plan | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock, percentage | 7% | |||
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 | $ 28,798,000 | $ 38,617,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Share-Based Payment Arrangement, Activity (Details) | Mar. 31, 2024 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) | 23,977,273 |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized Under Plans (in shares) | 86,604,581 |
Shares Outstanding Under Plans (in shares) | 45,291,944 |
Shares Remaining Under Plans (in shares) | 22,392,308 |
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) | 23,398,889 |
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) | 2,452,449 |
Shares Remaining Under Plans (in shares) | 4,228,753 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation cost recognized for stock-based compensation plans | $ 618 | $ 1,341 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation cost recognized for stock-based compensation plans | 20,917 | 21,000 |
PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation cost recognized for stock-based compensation plans | 7,213 | 16,195 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation cost recognized for stock-based compensation plans | $ 50 | $ 81 |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of stock options | ||
Granted (in shares) | 0 | 0 |
2020 Plan | ||
Number of stock options | ||
Outstanding at beginning of period (in shares) | 952,900 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (78,180) | |
Outstanding at end of period (in shares) | 874,720 | |
Weighted-average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 8.88 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 8.88 | |
Outstanding at end of period (in dollars per share) | $ 8.88 | |
2014 Plan | ||
Number of stock options | ||
Outstanding at beginning of period (in shares) | 24,041,753 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 83 | |
Forfeited (in shares) | (64,632) | |
Outstanding at end of period (in shares) | 23,977,204 | |
Weighted-average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 1.45 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0.84 | |
Forfeited (in dollars per share) | 2.37 | |
Outstanding at end of period (in dollars per share) | $ 1.45 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Total RSUs Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of shares | |
Beginning balance (in shares) | shares | 56,928,405 |
Granted (in shares) | shares | 7,124,716 |
Released (in shares) | shares | (10,371,186) |
Forfeited (in shares) | shares | (4,495,795) |
Ending balance (in shares) | shares | 49,186,140 |
Weighted-average grant date fair value per share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 4.28 |
Granted (in dollars per share) | $ / shares | 0.92 |
Released (in dollars per share) | $ / shares | 6.45 |
Forfeited (in dollars per share) | $ / shares | 2.28 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 3.52 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 40.70% |
Risk-free interest rate | 0.50% |
Dividend yield | 0% |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Total PRSUs Activity (Details) - PRSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of shares | |
Beginning balance (in shares) | shares | 32,131,532 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (11,857) |
Forfeited (in shares) | shares | (290,381) |
Ending balance (in shares) | shares | 31,829,294 |
Weighted-average grant date fair value per share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 8.36 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 8.85 |
Forfeited (in dollars per share) | $ / shares | 1.59 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 8.43 |
Employee Benefit Plans - Sche_7
Employee Benefit Plans - Schedule of ESPP Valuation Assumption (Details) - ESPP - Forecast | 6 Months Ended |
May 21, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility | 82.30% |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average risk-free interest rate | 5.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate (as percent) | 0% | 0% | |
Deferred tax assets, net | $ 0 | ||
Unrecognized tax position | 0 | ||
Penalties accrued | $ 0 | $ 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Continuing and Discontinued operations of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income (Loss) from Continuing Operations | ||
Net loss from continuing operations attributable to Common Stockholders | $ (23,170) | $ (79,698) |
Basic weighted average number of common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Basic net loss per share (in dollars per share) | $ (0.05) | $ (0.17) |
Diluted net loss per share (in dollars per share) | $ (0.05) | $ (0.17) |
Income (Loss) from Discontinued Operations | ||
Net income from discontinued operations attributable to Common Stockholders | $ 4,000 | $ 7,092 |
Basic weighted average number of common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | 486,374,644 | 478,805,067 |
Basic earnings per share (in dollars per share) | $ 0.01 | $ 0.01 |
Diluted earnings per share (in dollars per share) | $ 0.01 | $ 0.01 |
Discontinued operations | ||
Income (Loss) from Continuing Operations | ||
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | 567,451,166 | 566,629,082 |
Income (Loss) from Discontinued Operations | ||
Diluted weighted average number of common shares and common share equivalents outstanding (in shares) | 567,451,166 | 566,629,082 |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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) | 105,867,358 | 113,522,643 |
Discontinued operations | ||
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) | 24,790,836 | 25,698,628 |
RSUs | Discontinued operations | ||
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) | 49,186,140 | 57,742,605 |
PRSUs | Discontinued operations | ||
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) | 31,829,294 | 29,945,235 |
Stock options | Discontinued operations | ||
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) | 61,088 | 136,175 |
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) | 24,851,924 | 25,834,803 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | |||||
Apr. 21, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 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 | |||||
Number of derivative actions | action | 2 | 2 | ||||
Award fees and expenses | $ 2,500,000 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reporting segments (in segments) | 1 |
Operating Segments - Schedule o
Operating Segments - Schedule of Revenue by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | $ 341,722 | $ 317,086 | |
Other income | 5,200 | 4,906 | |
Intersegment revenues | 346,922 | 321,992 | |
Net medical claims incurred | 265,162 | 274,789 | |
Gross profit (loss) | 81,760 | 47,203 | |
Total assets | 671,770 | 737,485 | $ 570,671 |
Ceded premiums | 101 | 122 | |
Operating Segments | Insurance | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 341,722 | 317,086 | |
Other income | 3,727 | 1,839 | |
Net medical claims incurred | 266,076 | 274,504 | |
Gross profit (loss) | 79,373 | 44,421 | |
Total assets | 498,360 | 467,392 | |
Corporate/Other | |||
Revenue, Major Customer [Line Items] | |||
Premiums earned, net (Net of ceded premiums) | 0 | 0 | |
Other income | 15,681 | 17,738 | |
Net medical claims incurred | 4,938 | 3,448 | |
Gross profit (loss) | 59,208 | 37,521 | |
Total assets | 838,045 | 936,903 | |
Intersegment revenues | |||
Revenue, Major Customer [Line Items] | |||
Intersegment revenues | (48,465) | (23,231) | |
Intersegment revenues | 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 | |
Other income | (14,208) | (14,671) | |
Net medical claims incurred | (5,852) | (3,163) | |
Gross profit (loss) | (56,821) | (34,739) | |
Total assets | $ (664,635) | $ (666,810) |
Operating Segments - Schedule_2
Operating Segments - Schedule of Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Gross profit | $ 81,760 | $ 47,203 |
Salaries and benefits | 59,223 | 68,981 |
General and administrative expenses | 44,569 | 57,644 |
Premium deficiency reserve benefit | 0 | (1,810) |
Depreciation and amortization | 318 | 279 |
Restructuring costs | 353 | 1,807 |
Loss on investment | 467 | 0 |
Net loss from continuing operations | $ (23,170) | $ (79,698) |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 17, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Number of positions eliminated as a percent | 10% | ||
Restructuring costs | $ 353 | $ 1,807 | |
Depreciation and amortization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 100 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | $ 353 | $ 1,807 |
Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | 0 | 1,226 |
Vendor related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | 349 | 581 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | $ 4 | $ 0 |
Restructuring Costs - Schedul_2
Restructuring Costs - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2023 | $ 5,171 |
Charges | 353 |
Cash payments | (1,727) |
Liability as of March 31, 2024 | 3,797 |
Total cumulative costs incurred as of March 31, 2024 | 10,174 |
Employee Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2023 | 1,781 |
Charges | 0 |
Cash payments | (1,234) |
Liability as of March 31, 2024 | 547 |
Total cumulative costs incurred as of March 31, 2024 | 4,795 |
Vendor related costs | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2023 | 3,390 |
Charges | 349 |
Cash payments | (489) |
Liability as of March 31, 2024 | 3,250 |
Total cumulative costs incurred as of March 31, 2024 | 5,288 |
Other | |
Restructuring Reserve [Roll Forward] | |
Liability as of December 31, 2023 | 0 |
Charges | 4 |
Cash payments | (4) |
Liability as of March 31, 2024 | 0 |
Total cumulative costs incurred as of March 31, 2024 | $ 91 |
Discontinued Operations - Conde
Discontinued Operations - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Expenses: | ||
Net income from discontinued operations (Note 17) | $ 4,000 | $ 7,092 |
Discontinued operations | ||
Revenues: | ||
Non-Insurance revenue | 6,824 | 205,783 |
Total revenues | 6,824 | 205,783 |
Operating Expenses: | ||
Net medical claims incurred | 2,235 | 197,701 |
General and administrative expenses | 292 | 990 |
Restructuring costs | 297 | 0 |
Total operating expenses | 2,824 | 198,691 |
Gain from operations | 4,000 | 7,092 |
Net income from discontinued operations (Note 17) | $ 4,000 | $ 7,092 |
Discontinued Operations - Con_2
Discontinued Operations - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Total assets | $ 10,926 | $ 72,471 |
Liabilities | ||
Total liabilities | 50,622 | 60,099 |
Discontinued operations | ||
Assets | ||
Cash and cash equivalents | 0 | 6,456 |
Surety bond and deposits | 0 | 55,089 |
Non-Insurance receivable | 10,926 | 10,926 |
Total assets | 10,926 | 72,471 |
Liabilities | ||
Unpaid claims | 858 | 2,856 |
Accounts payable and accrued expenses | 297 | 0 |
Accrued salaries and benefits | 0 | 110 |
Non-Insurance performance year obligation, current | 9,657 | 15,568 |
Non-Insurance payable | 39,810 | 41,565 |
Total liabilities | $ 50,622 | $ 60,099 |
Discontinued Operations - Con_3
Discontinued Operations - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net cash (used in) provided by operating activities | $ (8,019) | $ 17,109 |
Discontinued Operations - Perfo
Discontinued Operations - Performance Guarantee (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Non-Insurance, performance year obligation | $ 9,657 | $ 15,568 | |
Amortization of the Non-Insurance performance year receivable | 0 | $ (184,207) | |
Amortization of the Non-Insurance performance year obligation | 0 | 184,207 | |
Non-Insurance revenue | $ 6,824 | $ 205,783 |
Discontinued Operations - Restr
Discontinued Operations - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | $ 3,797 | $ 5,171 |
Charges | 353 | |
Cash payments | (1,727) | |
Total cumulative costs incurred as of March 31, 2024 | 10,174 | |
ACO REACH | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | 297 | 110 |
Charges | 297 | |
Cash payments | (110) | |
Total cumulative costs incurred as of March 31, 2024 | 407 | |
Employee termination benefits | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | 547 | 1,781 |
Charges | 0 | |
Cash payments | (1,234) | |
Total cumulative costs incurred as of March 31, 2024 | 4,795 | |
Employee termination benefits | ACO REACH | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | 0 | 110 |
Charges | 0 | |
Cash payments | (110) | |
Total cumulative costs incurred as of March 31, 2024 | 110 | |
Vendor related costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | 3,250 | 3,390 |
Charges | 349 | |
Cash payments | (489) | |
Total cumulative costs incurred as of March 31, 2024 | 5,288 | |
Vendor related costs | ACO REACH | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring Reserve | 297 | $ 0 |
Charges | 297 | |
Cash payments | 0 | |
Total cumulative costs incurred as of March 31, 2024 | $ 297 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event $ in Millions | May 06, 2024 USD ($) |
Subsequent Event [Line Items] | |
Stock repurchase period | 2 years |
Common Class A | |
Subsequent Event [Line Items] | |
Amount of stock repurchase plan authorized | $ 20 |