0000950170-21-000268 | 10-Q | XBRL Viewer | Clover Health Investments Corp DE

Income Taxes	3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	16. Income taxes The consolidated effective tax rate of the Corporation for the three months ended March 31, 2021 and 2020, was (0.0%) and (0.0%), respectively. The Corporation continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Corporation recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Corporation believes that as of March 31, 2021, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued as of March 31, 2021 and 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law in the U.S. to provide certain relief in connection with the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the economic conditions in the wake of COVID-19. On December 27, 2020, the "Consolidated Appropriations Act, 2021" was signed into law in the U.S. to amend or extend several significant COVID related relief provisions of the CARES Act. The Corporation has determined that neither the CARES Act and Consolidated Appropriations Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on our effective tax rate.

Income Taxes

3 Months Ended

Mar. 31, 2021

16. Income taxes

The consolidated effective tax rate of the Corporation for the three months ended March 31, 2021 and 2020, was (0.0%) and (0.0%), respectively. The Corporation continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Corporation recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Corporation believes that as of March 31, 2021, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable.

There were no material liabilities for interest and penalties accrued as of March 31, 2021 and 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law in the U.S. to provide certain relief in connection with the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the economic conditions in the wake of COVID-19. On December 27, 2020, the "Consolidated Appropriations Act, 2021" was signed into law in the U.S. to amend or extend several significant COVID related relief provisions of the CARES Act. The Corporation has determined that neither the CARES Act and Consolidated Appropriations Act nor changes to income tax laws or regulations in other jurisdictions had a significant impact on our effective tax rate.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Healthcare Receivables - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Receivables [Line Items]
Healthcare receivable	$ 30,225	$ 38,745
Rebate Receivables [Member]
Receivables [Line Items]
Healthcare receivable	27,600	26,600
Other Healthcare Receivables [Member]
Receivables [Line Items]
Healthcare receivable	$ 2,600	$ 12,100

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Sep. 25, 2020
Level 3 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated fair value of convertible securities	$ 0		$ 949,600,000
Financial asset or liabilities transfer in and out	0	$ 0
Level 3 [Member] \| 2020 Convertible Note [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Estimated fair value of convertible securities				$ 20,000,000.0
Estimated fair value and carrying value of convertible securities	19,900,000		$ 20,400,000
Public and Private Placement Warrants [Member] \| Warrants Payable [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Fair value of warrants	$ 62,000,000.0

Convertible Preferred Stock	3 Months Ended
Mar. 31, 2021
Temporary Equity Disclosure [Abstract]
Convertible Preferred Stock	14. Convertible preferred stock Each share of Legacy Clover's preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price (as described in Note 17, "Preferred stock," to financial statements in the Form 8-K/A) in effect at the time of conversion. Pursuant to the Merger Agreement, all outstanding shares of Legacy Clover's preferred stock automatically converted into 139,444,346 shares of Class B Common Stock after giving effect to the Exchange Ratio upon the closing of the Business Combination. See Note 3, "Business combination" for additional information on the Business Combination.

Convertible Preferred Stock

3 Months Ended

Mar. 31, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

14. Convertible preferred stock

Each share of Legacy Clover's preferred stock was convertible at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price (as described in Note 17, "Preferred stock," to financial statements in the Form 8-K/A) in effect at the time of conversion.

Pursuant to the Merger Agreement, all outstanding shares of Legacy Clover's preferred stock automatically converted into 139,444,346 shares of Class B Common Stock after giving effect to the Exchange Ratio upon the closing of the Business Combination. See Note 3, "Business combination" for additional information on the Business Combination.

Letter of credit - Additional Information (Details) - Letter of Credit Agreement [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Line Of Credit Facility [Line Items]
Line of Credit Facility, Initiation Date	Apr. 19, 2018
Interest rate	0.75%
Maximum [Member]
Line Of Credit Facility [Line Items]
Aggregate amount	$ 2.5
Unused lines of Credit [Member]
Line Of Credit Facility [Line Items]
Unused Balance	$ 2.5	$ 2.5

Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Investments Debt And Equity Securities [Abstract]
Due after one year through five years	$ 319
Due after five years through ten years	265
Due after ten years	111
Amortized cost	695
Due after one year through five years	327
Due after five years through ten years	253
Due after ten years	123
Total	703
Due within one year	1,001
Due after one year through five years	27,222
Due after five years through ten years	8,059
Total	36,282
Due within one year	1,001
Due after one year through five years	26,990
Due after five years through ten years	7,808
Fair value	34,798	$ 53,963
Total	$ 35,799

Warrants Payable

3 Months Ended

Mar. 31, 2021

Warrants Payable Abstract

Warrants Payable

10. Warrants payable

In conjunction with the Loan Facility effective March 21, 2017, the Corporation issued warrants to purchase 1,266,284 shares of the Corporation's Series D preferred stock at an exercise price of $9.38 per share, which expire on September 30, 2027. The warrants are exercisable at any time up to the expiration date. Per the original terms, in the event of an automatic conversion of the preferred stock prior to the exercise of the warrants, the warrants shall be exercisable in common stock. On October 5, 2020, the Corporation entered into the Merger Agreement with SCH and simultaneously amended the warrants to be automatically exercisable for common stock in connection with the Business Combination. Additionally, the original strike price of the warrants changed from $9.38 per share to $0.

The warrants were accounted for as derivative instruments and the initial fair value of approximately $1.2 million, which was calculated using a Black-Scholes based valuation model, was recorded as a discount to the carrying amount of the Loan Facility. This discount was being amortized using the effective interest method over the term of the Loan Facility. The warrants were recorded as liabilities and were being marked to market at each reporting period.

In September 2015, the Corporation issued warrants to purchase 2,100,000 shares of the Corporation's common stock at an exercise price of $1.04 per share which expire on September 2, 2022. The warrants were exercisable at any time up to the expiration date. The warrants were also contingently exercisable for an additional 2,100,000 shares based proportionally on the aggregate principal amounts of additional notes borrowed by the Corporation.

Pursuant to the Merger Agreement, the warrants automatically converted into 3,484,154 shares of Legacy Clover common stock and, after giving effect to the Exchange Ratio converted into 7,205,490 shares of Class B Common Stock upon the closing of the Business Combination.

Public Warrants and Private Placement Warrants

As a result of the Business Combination, the Corporation acquired from SCH, as of January 7, 2021, Public Warrants outstanding to purchase an aggregate of 27,599,938 shares of the Corporation's Class A Common Stock and Private Placement Warrants outstanding to purchase an aggregate of 10,933,333 shares of the Corporation's Class A Common Stock. Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, at any time commencing on April 24, 2021.

Redemption of Warrants for Cash

Once the Public Warrants become exercisable, the Corporation may call the Public Warrants for redemption:



in whole and not in part;



at a price of $0.01 per Public Warrant;



upon not less than 30 days' prior written notice of redemption to each warrant holder; and



if, and only if, the last reported sale price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Corporation sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like).

If and when the Public Warrants become redeemable, the Corporation may exercise the redemption right even if the Corporation is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants for Class A Common Stock

Once the Public Warrants become exercisable, the Corporation may redeem the outstanding Public Warrants:



in whole and not in part;



at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a number of shares based on the redemption date and the "fair market value" of the Corporation's Class A Common Stock;



if, and only if, the value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and



if the Reference Value (closing stock price for 20 out of 30 trading days) is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable except as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Corporation and exercisable by such holders on the same basis as the Public Warrants. Except as described above, if holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing the product of the number of shares of Class A Common Stock underlying the warrants multiplied by the excess of the “historical fair market value” (defined below) less the exercise price of the warrants, by the historical fair market value (a “Make-Whole Exercise”). For these purposes, the “historical fair market value” shall mean the average last reported sale price of the Class A Common

Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

As of March 31, 2021, the aggregate values of the Public Warrants and the Private Placement Warrants were $44.4 million and $17.6 million, respectively, representing Warrants outstanding to purchase 27,599,938 shares and 10,933,333 shares, respectively, of the Corporation's Class A Common Stock. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants payable on the Condensed Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants payable in the Condensed Consolidated Statement of Operations and Comprehensive Loss. See Note 5, "Fair value measurements" for additional information.

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended
	Jan. 07, 2021	Jan. 06, 2021	Oct. 05, 2020	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Apr. 24, 2020	Apr. 21, 2020	Dec. 31, 2017	Nov. 30, 2016
Business Acquisition [Line Items]
Proceeds from Issuance of Common Stock					$ 1,282	$ 155
Common stock. conversion basis				2.0681
Exercise price of warrants										$ 3.45	$ 2.61
Warrants outstanding	38,533,271				38,533,271
Preferred stock, shares authorized					0		155,387,025
Preferred stock, par value per share					$ 0.0001		$ 0.0001
Preferred stock, shares issued					0		139,444,346
Preferred stock, shares outstanding					0		139,444,346
Board of Directors [Member]
Business Acquisition [Line Items]
Preferred stock, shares authorized					25,000,000
Preferred stock, par value per share					$ 0.0001
Preferred stock, shares issued					0
Preferred stock, shares outstanding					0
Private Placement Warrant [Member]
Business Acquisition [Line Items]
Class of warrant or right, numbers issued	10,933,333
Public Warrants [Member]
Business Acquisition [Line Items]
Class of warrant or right, numbers issued	27,599,938
Private Placement Warrant and Public Warrant [Member]
Business Acquisition [Line Items]
Exercise price of warrants	$ 11.50
Common Class A [Member]
Business Acquisition [Line Items]
Ordinary share, par value					$ 0.0001		$ 0.0001
Common stock, shares, outstanding	143,475,108				148,279,247		0
Common Class A [Member] \| Private Placement Warrant [Member]
Business Acquisition [Line Items]
Exercise price of warrants					$ 11.50
Common Class A [Member] \| Public Warrants [Member]
Business Acquisition [Line Items]
Exercise price of warrants					11.50
Common Class A [Member] \| Clover Health Investments Corp [Member]
Business Acquisition [Line Items]
Common Stock, voting rights	one vote
Common Class A [Member] \| SCH Sponsor III LLC [Member]
Business Acquisition [Line Items]
Sale of stock, number of shares issued in transaction	15,200,000		15,200,000
Common Class B [Member]
Business Acquisition [Line Items]
Ordinary share, par value	$ 0.0001				$ 0.0001		$ 0.0001
Common Stock, voting rights	10 votes per share
Cash consideration received from business combination	$ 499,800
Common stock, shares, outstanding	260,965,701				259,821,838		89,206,266
Share price	$ 10.00
Common stock. conversion basis	2.0681
Pro rata adjustments, percentage	32.30%
Common Class A and Class B [Member]
Business Acquisition [Line Items]
Common stock, shares, outstanding	404,440,809
SCH class B ordinary shares converted to Clover class A common Stock [Member] \| Social Capital Hedosophia Holdings Corp III [Member]
Business Acquisition [Line Items]
Ordinary share, par value									$ 0.0001
Common stock. conversion basis	one-for-one
SCH class A ordinary shares converted to Clover class A common Stock [Member] \| Social Capital Hedosophia Holdings Corp III [Member]
Business Acquisition [Line Items]
Ordinary share, par value								$ 0.0001	$ 0.0001
Common stock. conversion basis	one-for-one
Shares redeemed for cash		24,892
Sale of stock, price per share		$ 10.00
Cash paid for redemption of common stock		$ 200
Redemption price per share		$ 10.00
Cash held-in-trust account		$ 827,900
Balance to pay on merger consideration		$ 499,800
PIPE Investment [Member]
Business Acquisition [Line Items]
Business combination, proceeds from private placement	$ 400,000		$ 400,000
PIPE Investment [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Proceeds from Issuance of Common Stock	$ 400,000		$ 400,000
Sale of stock, number of shares issued in transaction	40,000,000		40,000,000
IPO [Member]
Business Acquisition [Line Items]
Business combination, deferred underwriter fees	$ 29,000
SCH and Merger Sub [Member] \| Merger Agreement [Member]
Business Acquisition [Line Items]
Business combination, net increase in cash	670,000
Business combination, transaction costs	$ 61,000

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

7. Related party transactions

Related party agreements

The Corporation 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 ("HUMC") Opco LLC (d/b/a CarePoint Health - Hoboken University Medical Center), which collectively do business as the CarePoint Health System ("CarePoint Health"). CarePoint Health is ultimately held and controlled by Mr. Vivek Garipalli, the Chief Executive Officer and stockholder of the Corporation. The Corporation contracts with CarePoint Health for the provision of inpatient and hospital-based outpatient services. Expenses and fees incurred related to these contracts, recorded in net medical claims incurred, were $3.2 million and $2.7 million for the three months ended March 31, 2021 and 2020, respectively.

Securities payable to related parties

The Corporation has entered into various securities payable with certain related parties as further discussed in Note 9, "Notes and securities payable."

Employee Benefit Plans - Summary of Warrant Activity (Details) - Warrants - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance	261,681	261,681
Number of Shares, Granted	0	0
Number of Shares, Exercised	(261,681)	0
Number of Shares Forfeited	0	0
Number of Shares, Ending Balance	0	261,681
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance	$ 3.00	$ 3.00
Weighted-Average Grant Date Fair Value Per Share, Granted	0	0
Weighted-Average Grant Date Fair Value Per Share, Exercised	3.00	0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	0	0
Weighted-Average Grant Date Fair Value Per Share, Ending Balance	$ 0	$ 3.00

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]

Summary of Fair Value Measurements for Items

The following table presents a summary of fair value measurements for items as of March 31, 2021 and December 31, 2020, respectively:


March 31, 2021	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	35,799	$	—	$	35,799
Total assets at fair value	$	—	$	35,799	$	—	$	35,799
Public Warrants	$	44,436	$	—	$	—	$	44,436
Private Placement Warrants			$	17,603	$	—	$	17,603
Total liabilities at fair value	$	44,436	$	17,603	$	—	$	62,039


December 31, 2020	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	53,963	$	—	$	53,963
Total assets at fair value	$	—	$	53,963	$	—	$	53,963
Derivative liabilities	$	—	$	—	$	44,810	$	44,810
Warrants payable		—		—		97,782		97,782
Total liabilities at fair value	$	—	$	—	$	142,592	$	142,592

Schedule of significant unobservable inputs used in black-scholes model to measure warrants payable

The significant unobservable inputs used in the Black-Scholes model to measure the warrants payable that are categorized within Level 3 of the fair value hierarchy, as of the year ended December 31, 2020, are as follows:


December 31, 2020	Preferred stock purchase warrants	Common stock purchase warrants
Beginning stock price	N/A	$30.14
Strike price	N/A	$1.04
Expected volatility	N/A	56.0%
Expected term	N/A	0.02 years
Risk-free interest rate	N/A	0.09%
Discount factor	N/A	13%

Schedule of changes in balances of level 3 financial liabilities

The changes in balances of Level 3 financial liabilities during the three months ended March 31, 2021 and 2020 were as follows:


	Convertible securities			Derivative liabilities			Warrants payable			Total
	(in thousands)
Balance, December 31, 2020	$	949,553		$	44,810		$	97,782		$	1,092,145
Issuances		—			—			—		$	—
Settlements		(949,553	)		(44,810	)		(97,782	)	$	(1,092,145	)
Transfers in		—			—			—			—
Transfers out		—			—			—			—
Total realized gains		—			—			—		$	—
Balance, March 31, 2021	$	—		$	—		$	—		$	—


	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Balance, December 31, 2019	$	251,885	$	138,561		$	17,672	$	408,118
Issuances		—		—			—		—
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total realized losses (gains)		20,816		(14,232	)		2,173		8,757
Balance, March 31, 2020	$	272,701	$	124,329		$	19,845	$	416,875

Schedule of Changes in Fair Value of Warrants Payable

The following table presents the changes in the fair value of warrants payable:


March 31, 2021	Public and Private Placement Warrants
Initial measurement, January 7, 2021	$	147,582
Mark-to-market adjustment		(85,543	)
Warrants payable balance, March 31, 2021	$	62,039

Fair Value Measurements - Schedule of Changes in Fair Value of Warrants Payable (Details) - Public and Private Placement Warrants [Member] - Warrants Payable [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Jan. 07, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Initial measurement	$ 62,039	$ 147,582
Mark-to-market adjustment	(85,543)
Warrants payable balance	$ 62,039	$ 147,582

Investment Securities

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Investment Securities

4. Investment securities

The following tables present cost or amortized cost and fair values of investments as of March 31, 2021 and December 31, 2020, respectively:



March 31, 2021	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	695	$	21	$	(13	)	$	703
Investment securities, available-for-sale
U.S. government and government agencies and authorities		36,282		23		(506	)		35,799
Total investment securities	$	36,977	$	44	$	(519	)	$	36,502



December 31, 2020	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	694	$	43	$	—		$	737
Investment securities, available-for-sale
U.S. government and government agencies and authorities		53,953		51		(41	)		53,963
Total investment securities	$	54,647	$	94	$	(41	)	$	54,700

The following table presents the amortized cost and fair value of debt securities as of March 31, 2021 by contractual maturity:



March 31, 2021	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized Cost		Fair value
	(in thousands)
Due within one year	$	—	$	—	$	1,001	$	1,001
Due after one year through five years		319		327		27,222		26,990
Due after five years through ten years		265		253		8,059		7,808
Due after ten years		111		123		—		—
Total	$	695	$	703	$	36,282	$	35,799

For the three months ended March 31, 2021 and 2020, respectively, net investment income, which is included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources:


Three Months Ended March 31,	2021		2020
	(in thousands)
Cash and cash equivalents	$	—	$	89
Short-term investments		37		452
Investment securities		47		360
Investment income, net	$	84	$	901

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, 2021:


March 31, 2021	Less than 12 months				Greater than 12 months					Total
	Fair value		Unrealized loss		Fair value		Unrealized loss			Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies	$	—	$	—	$	30,516	$	(519	)	$	30,516	$	(519	)
Total	$	—	$	—	$	30,516	$	(519	)	$	30,516	$	(519	)
Number of positions				—			7					7

As of March 31, 2021, all securities were investment grade, with credit ratings of AA+ or higher by S&P. Unrealized losses on investment grade securities are principally related to changes in interest rates or changes in issuer or sector related credit spreads since the securities were acquired. The gross unrealized investment losses as of March 31, 2021, were deemed to be temporary, based on, among other things:

• The duration of time and the relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an other-than-temporary impairment ("OTTI") loss;

• The absence of compelling evidence that would cause the Corporation to call into question the financial condition or near-term prospects of the issuer of the applicable security; and

• The Corporation's ability and intent to hold the applicable security for a period of time sufficient to allow for any anticipated recovery.

The Corporation may ultimately record a realized loss after having originally concluded that the decline in value was temporary. Risks and uncertainties are inherent in the methodology the Corporation uses to assess other-than-temporary declines in value. Risks and uncertainties could include, but are not limited to, incorrect assumptions about financial condition, liquidity or future prospects, inadequacy of any underlying collateral, and unfavorable changes in economic conditions or social trends, interest rates or credit ratings.

Proceeds from sales and maturities of investment securities and related gross realized gains (losses), which are included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three months ended March 31, 2021 and 2020, respectively:


Three Months Ended March 31,	2021			2020
	(in thousands)
Proceeds from sales of investment securities	$	17,267		$	69,977
Proceeds from maturities of investment securities		265			32,101
Gross realized gains		16			7
Gross realized losses		(77	)		—
Net realized (losses) gains	$	(61	)	$	7

As of March 31, 2021 and December 31, 2020, the Corporation had $7.5 million and $7.5 million, respectively, in deposits with various states and regulatory bodies that are included as part of the Corporation's investment balances.

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Summary of Lease Costs Recognized under ASC 842 and Other Information Pertaining to Operating Leases

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Corporation's operating leases for the three months ended March 31, 2021:


Three Months Ended March 31, 2021
	(in thousands)
Operating lease cost	$	1,135
Variable lease cost		152
Short-term lease cost		15
Sublease income		(774	)
Total lease cost	$	528
Other information
Cash paid for amounts included in the measurement of lease liabilities	$	1,270
Weighted-average remaining lease term (in years)	4.4 years
Weighted-average discount rate		10.22	%

Summary of Maturities of Operating Lease Liabilities

Pursuant to the terms of the Corporation's non-cancelable lease agreements in effect at December 31, 2020, the following table summarizes the Corporation's maturities of lease liabilities as of March 31, 2021:


Three Months Ended March 31, 2021
	(in thousands)
2021	$	3,795
2022		2,768
2023		1,429
2024		1,110
2025		1,125
Thereafter		2,641
Total lease payments		12,868
Less: imputed interest		(2,636	)
Total	$	10,232

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Amortization expense	$ 0.0
Impairment charges	0.0
General and Administrative Expense [Member]
Deferred policy acquisition cost	1.8
Other Assets [Member]
Deferred policy acquisition cost	5.7
Other Current Assets [Member]
Deferred implementation costs	$ 0.9

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The Corporation's interim Condensed Consolidated Financial Statements have been prepared in conformity with U.S. GAAP and include the accounts of the Corporation and its wholly owned subsidiaries. In the opinion of management, the Corporation has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019 included in Exhibit 99.5 of Amendment No. 1 to the Current Report on Form 8-K (the "Form 8-K/A") filed with the Securities and Exchange Commission ("SEC") on April 1, 2021.
Unaudited Interim Financial Information	Unaudited interim financial information In the opinion of the Corporation, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in convertible preferred stock and stockholders' equity (deficit) and cash flows. The Condensed Consolidated Balance Sheet at December 31, 2020, was derived from the Corporation's Audited Annual Financial Statements but does not contain all of the footnote disclosures from the annual financial statements.
Use of Estimates	Use of estimates The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported ("IBNR") 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 Corporation 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 Corporation assumes prior to payment of claims. If the Corporation's actual experience is different from its assumptions or estimates, the Corporation's reserves may prove inadequate. As a result, the Corporation 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 Corporation'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 Corporation's investment securities, goodwill and other intangible assets, warrants, the embedded derivative related to the convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools.
Capitalized Software Development Costs - Cloud Computing Arrangements	Capitalized Software Development Costs - Cloud Computing Arrangements The Corporation's cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Corporation 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 Sheet in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis.
Acquisition Costs	Acquisition costs Acquisition costs directly related to the successful acquisition of new business, which is primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded as other assets on the Condensed Consolidated Balance Sheet and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded in general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. As of March 31, 2021, deferred acquisition costs net of accumulated amortization had a balance of $5.7 million. For the three months ended March 31, 2021, amortization of deferred acquisition costs of $1.8 million were recognized in general and administrative expenses. To the extent that a premium deficiency is identified after writing down unamortized deferred acquisition costs, a liability for premium deficiency reserve is established and reported on the Consolidated Balance Sheets.
COVID-19	COVID-19 The societal and economic impact of the novel coronavirus ("COVID-19") pandemic is continuing to evolve, and the ultimate impact on our business, results of operations, financial condition and cash flows is uncertain and difficult to predict. The global pandemic has severely impacted businesses worldwide, including many in the health insurance sector. In response to the pandemic, we have implemented additional steps related to our care delivery, our member support, and our internal policies and operations.
Recent Accounting Pronouncements	Recent accounting pronouncements Recently adopted accounting pronouncements Emerging Growth Company The Corporation currently qualifies as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, the Corporation has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Corporation has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance. Fair value measurements In August 2018, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard Update ("ASU") 2018-13, Changes to Disclosure Requirements for Fair Value Measurements, the purpose of which is to improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is in effect for all entities in fiscal years beginning after December 15, 2019. This standard became effective for the Corporation on January 1, 2020 and did not have a material impact on the Corporation's disclosures. Cloud computing arrangements In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other (Topic 350) – Internal Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This update changes the accounting guidance for cloud computing arrangements. If a cloud computing arrangement includes a license to internal-use software, the software license is accounted for by the customer by recognizing an intangible asset for the software license and, to the extent that the payments attributable to the software license are made over time, recognizing a corresponding liability. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract and should expense any fees associated with the hosting element (service) of the arrangement as incurred. ASU 2018-15 is effective for nonpublic entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Corporation adopted ASU 2018-15 on January 1, 2021 on a prospective basis. The Corporation's cloud computing arrangements relate to the set-up of various platforms, including but not limited to clinical data repositories and other system integrations. The capitalized implementation costs are presented in the Condensed Consolidated Balance Sheet in other assets, current and are amortized on a straight-line basis over the term of the underlying cloud computing hosting contract, which is the noncancelable term of the arrangement plus any reasonably certain renewal periods. As of March 31, 2021, $0.9 million was recorded in other assets, current, as deferred implementation costs. No amortization expense associated with the Corporation's cloud computing arrangements has been recognized during the three months ended March 31, 2021. No impairment has been recognized during the three months ended March 31, 2021, as there were no events or changes in circumstances to indicate that the carrying amount of the Corporation's cloud computing arrangements may not be recoverable. Accounting pronouncements effective in future periods Credit losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently modified by several ASUs issued in 2018 and 2019. This standard introduces a new current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments measured at amortized cost and replaces the incurred loss model. The CECL model requires an entity to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount the entity expects to collect over the instrument's contractual life after consideration of historical experience, current conditions, and reasonable and supportable forecasts. This standard also introduces targeted changes to the available-for-sale debt securities impairment model. It eliminates the concept of other-than-temporary impairment and requires an entity to determine whether any impairment is the result of a credit loss or other factors. ASU 2016-13 is effective for nonpublic entities in fiscal years beginning after December 15, 2022 and public entities beginning after December 15, 2019. Early adoption is permitted. The Corporation has evaluated the impact of ASU 2016-13 on the Condensed Consolidated Financial Statements and determined the impact to be immaterial. Goodwill and other intangible assets In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for nonpublic entities in fiscal years beginning after December 15, 2021 and public entities beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Corporation is currently evaluating the impact of the adoption of ASU 2017-04 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements. Income taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 remove certain exceptions to the general principles in ASC Topic 740. The amendments also clarify and amend existing guidance to improve consistent application. The amendments are effective for nonpublic entities in fiscal years beginning after December 15, 2021 and public entities beginning after December 15, 2020. Early adoption is permitted. The transition method (retrospective, modified retrospective, or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied on a prospective basis. The Corporation is currently evaluating the impact of ASU 2019-12 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements. Accounting for convertible instruments and contracts in an entity's own equity In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing certain separation models for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 is effective for nonpublic entities for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and public entities beginning after December 15, 2021. The Corporation is currently evaluating the impact of the adoption of ASU 2020-06 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements.
Emerging Growth Company	Emerging Growth Company The Corporation currently qualifies as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, the Corporation has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Corporation has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance.

Employee Benefit Plans - Summary of Total RSUs Activity (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2021 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted	16,844,216
Exercised	(95,834)
Outstanding	16,748,382

Business Combination

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Business Combination

3. Business combination

On October 5, 2020, Legacy Clover entered into a Merger Agreement with SCH, a SPAC, and Merger Sub. On January 7, 2021, as contemplated by the Merger Agreement and following approval by SCH's shareholders at an extraordinary general meeting held January 6, 2021 (the "Special Meeting"):



SCH filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated and continued as a Delaware corporation (the "Domestication"); and



Merger Sub merged with and into Legacy Clover, the separate corporate existence of Merger Sub ceased and Legacy Clover became the surviving corporation and a wholly owned subsidiary of SCH (the "First Merger") and Legacy Clover merged with and into SCH, the separate corporate existence of Legacy Clover ceased and SCH became the surviving corporation, changing its name to "Clover Health Investments, Corp." (together with the First Merger, the "Mergers", and collectively with the Domestication, the Business Combination).

As a result of the Mergers, among other things, (i) all outstanding shares of common stock of Legacy Clover immediately prior to the effective time of the First Merger were cancelled in exchange for the right to receive, at the election of the holders thereof (except with respect to the shares held by entities controlled by Vivek Garipalli and the holders of convertible securities previously issued by Legacy Clover to certain holders who received only shares of Class B Common Stock, par value $0.0001 per share, of Clover ("Class B Common Stock"), which are entitled to 10 votes per share), an amount in cash, shares of Class B Common Stock, or a combination thereof, as adjusted in accordance with the Merger Agreement, which equaled in the aggregate $499.8 million in cash and 260,965,701 shares of Class B Common Stock (at a deemed value of $10.00 per share); (ii) shares of Legacy Clover held by entities controlled by Vivek Garipalli and the holders of the convertible securities immediately prior to the effective time of the First Merger were cancelled in exchange for the right to receive shares of Class B Common Stock based on an Exchange Ratio (as defined in the Merger Agreement) of approximately 2.0681; and (iii) all shares of common stock of Legacy Clover reserved in respect of Legacy Clover stock options and restricted stock units ("RSUs") outstanding as of immediately prior to the effective time of the First Merger, were converted, based on the Exchange Ratio, into awards based on shares of Class B Common Stock. The consideration that a Clover stockholder received was subject to pro rata adjustment depending on the election made by such stockholder, if any, in accordance with the terms of the Merger Agreement. The pro rata adjustments were made based on an Actual Cash/Stock Ratio (as defined in the Merger Agreement) of 32.3%.

In connection with the consummation of the Business Combination (the "Closing"), (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of SCH ("SCH Class A ordinary shares") converted automatically, on a one-for-one basis, into a share of Class A Common Stock, par value $0.0001 per share, of Clover (the "Class A Common Stock", and together with the Class B Common Stock, the "Common Stock"), which will be entitled to one vote per share, (ii) each of the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of SCH, converted automatically, on a one-for-one basis, into a share of Class A Common Stock, (iii) each issued and outstanding warrant of SCH converted automatically into a warrant to acquire one share of Class A Common Stock ("Warrant"), pursuant to the Warrant Agreement, dated April 21, 2020, between SCH and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each issued and outstanding unit of SCH ("SCH unit") that has not been previously separated into the underlying Class A ordinary share and underlying warrant of SCH upon the request of the holder thereof, was cancelled and the holder thereof is entitled to one share of Class A Common Stock and one-third of one Warrant. As of January 7, 2021, there were public Warrants outstanding to purchase an aggregate of 27,599,938 shares of Class A Common Stock (the "Public Warrants") and private placement Warrants outstanding to purchase an aggregate of 10,933,333 shares of Class A Common Stock (the "Private Placement Warrants"). Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment at any time commencing on April 24, 2021, which is 12 months from the closing of SCH's initial public offering.

Pursuant to the subscription agreements (the "Subscription Agreements") entered into on October 5, 2020, by and among SCH and certain investors (collectively, the "PIPE Investors"), Clover issued and sold to the PIPE Investors (substantially concurrently with the consummation of the Mergers) an aggregate of 40,000,000 shares of Class A Common Stock for an aggregate purchase price equal to $400.0 million (the "PIPE Investment"), of which 15,200,000 shares were purchased by affiliates of SCH Sponsor III LLC (the "Sponsor", and collectively, the "Sponsor Related PIPE Investors").

The Business Combination and PIPE Investment were approved by the SCH shareholders at the "Special Meeting". Prior to and in connection with the Special Meeting, holders of 24,892 shares of SCH Class A ordinary shares (including those that underlie the SCH units) that were registered pursuant to the Registration Statements on Form S-1 (333-236776 and 333-237777) and the shares of Class A Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication (the "Public Shares") exercised their right to redeem those shares for cash at a price of $10.00 per share, for an aggregate of $0.2 million. The per share redemption price of $10.00 for public shareholders electing redemption was paid out of the SCH Trust Account, which after taking into account the redemptions, had a balance immediately prior to the Closing of $827.9 million, which cash balance was used to pay the $499.8 million cash component of the merger consideration.

Immediately after giving effect to the Business Combination and the PIPE Investment, there were 143,475,108 shares of Class A Common Stock, 260,965,701 shares of Class B Common Stock and 38,533,271 Warrants outstanding, equaling 404,440,809 total shares of common stock outstanding and 38,533,271 Warrants outstanding.

The Corporation is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Corporation's board of directors has the authority to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. As of March 31, 2021, there were no shares of preferred stock issued and outstanding.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes. As such, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover, as the parent company of the combined business, is the successor SEC registrant, meaning that Legacy Clover's financial statements for previous periods will be disclosed in the registrant's periodic reports filed with the SEC from here forward. The Business Combination will have a significant impact on the Corporation's future reported financial position and results

as a consequence of the reverse recapitalization. The most significant change in Clover's future reported financial position and results is an estimated net increase in cash (as compared to the Corporation's consolidated balance sheet at December 31, 2020) of approximately $670.0 million. The redemption included approximately $400.0 million in proceeds from the PIPE Investment that was consummated substantially simultaneously with the Business Combination, offset by additional transaction costs incurred in connection with the Business Combination. The estimated transaction costs for the Business Combination were approximately $61.0 million, of which $29.0 million represents deferred underwriter fees related to SCH's initial public offering.

The transaction closed on January 7, 2021, and on the following day the Corporation's Class A Common Stock and Public Warrants were listed on the Nasdaq Global Select Market ("Nasdaq") under the symbols "CLOV" and "CLOVW", respectively, for trading in the public market.

See also Note 9, "Notes and securities payable," Note 10, "Warrants payable," and Note 14, "Convertible preferred stock" for additional information regarding changes to the instruments as a result of the Business Combination.

Employee Benefit Plans

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Employee Benefit Plans

15. Employee benefit plans

Employee savings plan

The Corporation has a defined contribution retirement savings plan ("the 401(k) Plan") covering eligible employees, which includes matching contributions based on the amount of employees' contributions to this plan. The Corporation contributes to the 401(k) Plan annually 100% of the first 4% compensation that is contributed by the employee up to 4% of eligible annual compensation. The Corporation's service contributions to the 401(k) Plan amounted to approximately $0.3 million and $0.4 million for the three months ended March 31, 2021, and 2020, respectively, and are included in salaries and benefits on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Corporation's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100% vested.

Stock-based compensation

The Corporation's 2020 Equity Incentive Plan (the "2020 Plan"), 2014 Equity Incentive Plan (the "2014 Plan"), and the 2020 Management Incentive Plan (collectively with the 2020 Plan and the 2014 Plan, the "Plan"), provide for grants to acquire shares of the Corporation's common stock, par value $0.0001 per share, to employees, directors, officers, and consultants of the Corporation. During the three months ended March 31, 2021, the Corporation approved the 2020 Plan and the 2020 Management Incentive Plan. The maximum number of shares of the Corporation's common stock reserved for issuance over the term of the Plan, shares outstanding, and shares remaining under the Plan, after giving effect to the Exchange Ratio, as of March 31, 2021 and December 31, 2020 were as follows:


March 31, 2021	Shares Authorized Under Plan		Shares Outstanding Under Plan		Shares Remaining Under Plan
2014 Plan		54,402,264		46,231,470	N/A
2020 Plan		30,641,401		1,924,526		28,716,875
2020 Management Incentive Plan		33,426,983		33,426,983		—

December 31, 2020	Shares Authorized Under Plan		Shares Outstanding Under Plan		Shares Remaining Under Plan
2014 Plan		54,402,264		36,557,759		17,844,505

Effective as of the closing of the Business Combination, the 2014 Plan terminated at which time the outstanding awards previously granted thereunder were assumed by the Corporation, and no new awards are available for grant under the 2014 Plan. Shares that are expired, terminated, surrendered or canceled under the Plan without having been fully exercised will be available for future awards under the 2020 Plan. Shares may be issued from authorized but unissued Corporation stock.

The Plan is administered by the Board. The options are subject to the terms and conditions applicable to options granted under the Plan, as described in the Plan and the applicable stock option grant agreement. The exercise prices, vesting and other restrictions are determined at the discretion of the Board, except that the exercise price per share of incentive stock options may not be less than 100% of the fair value of a share of common stock on the date of grant. Stock options awarded under the Plan expire ten years after the grant date. Vesting periods for awards under the Plan are determined at the discretion of the Board. Incentive stock options and non-statutory options granted to employees, directors, officers and consultants of the Corporation typically vest over four years. The fair value of each restricted stock award is determined based on the fair value of the Corporation's common shares on the date of grant. The total estimated fair value is amortized as an expense over the requisite service period as approved by the Board.

The Corporation granted options to purchase 1,937,968 shares of common stock during the three months ended March 31, 2021. The Corporation recorded stock-based compensation expense for options, RSUs, and performance restricted stock units ("PRSUs") granted of $42.7 million during the three months ended March 31, 2021, presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:


Three Months Ended March 31,	2021		2020
	(in thousands)
Stock options	$	3,694	$	1,977
RSUs		14,052		—
PRSUs		24,967		—
Total compensation cost recognized for stock-based compensation plans	$	42,713	$	1,977

As of March 31, 2021, there was approximately $511.5 million of unrecognized stock-based compensation expense related to unvested stock options, RSUs, and PRSUs, estimated to be recognized over a period of 4.78 years. As of December 31, 2020, there was approximately $14.9 million of unrecognized stock-based compensation expense related to unvested stock options.

Stock options

The assumptions that the Corporation used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the three months ended March 31, 2021 and 2020, respectively, were as follows:


Three Months Ended March 31, 2021	2021			2020
Weighted-average risk-free interest rate		1.06	%		1.47	%
Expected term (in years)		6.06			6.30
Expected volatility		37.74	%		29.63	%
Expected dividend yield		—	%		—	%

A summary of option activity under the 2020 Plan during the three months ended March 31, 2021 is as follows:


	Number of options			Weighted-average exercise price
Outstanding, January 1, 2021		—		$	-
Granted during 2021		1,937,968			8.88
Exercised		—			—
Forfeited		(13,442	)		8.88
Outstanding, March 31, 2021		1,924,526		$	8.87

A summary of option activity under the 2014 Plan during the three months ended March 31, 2021 is as follows:


	Number of options			Weighted-average exercise price
Outstanding, January 1, 2021		36,513,193		$	2.26
Granted during 2021		—			—
Exercised		(761,480	)		1.63
Forfeited		(267,115	)		2.43
Outstanding, March 31, 2021		35,484,598		$	2.27

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Corporation's common stock for those stock options that had exercise prices lower than the fair value of the Corporation's common stock.

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2021 and 2020 was $3.36 per share and $1.82 per share, respectively.

As of March 31, 2021, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $187.8 million, and a weighted-average remaining contractual term of 7.3 years. As of March 31, 2021, there were 21,957,416 options exercisable under the Plan, with an aggregate intrinsic value of $120.1 million, a weighted-average exercise price of $2.09 per share, and a weighted-average remaining contractual term of 6.43 years. The total intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $6.5 million and $0.1 million, respectively. Cash received from stock option exercises during the three months ended March 31, 2021 and 2020 totaled $1.2 million and $0.1 million, respectively.

Pursuant to the Plan agreement, employees may exercise options at any time while maintaining the original vesting period. The proceeds from exercise of unvested options are recorded as a liability until the option vests at which time the liability is reclassified to equity. If the employee terminates or otherwise forfeits an unvested option that has been exercised, the Corporation must redeem those shares at the original exercise price and remit payment of the forfeited portion of shares back to the employee.

Restricted Stock Units

A summary of total RSU activity for the three months ended March 31, 2021 is presented below:


Three Months Ended March 31, 2021
Granted	16,844,216
Exercised	(95,834	)
Outstanding, March 31, 2021	16,748,382

The grant date fair value of the RSUs was $16.02 per underlying share.

Performance Restricted Stock Units

The Corporation has granted PRSUs which become eligible to vest if prior to the vesting date the average closing price of one share of the Corporation's common stock for ninety consecutive days equals or exceeds a specified price (the "Market PRSUs"). The grant date fair value of the Market PRSUs is recognized as expense over the vesting period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition.

The weighted-average grant date fair value of Market PRSUs granted during the three months ended March 31, 2021 was $9.59 per underlying share. There were no Market PRSUs granted prior to 2021. The grant date fair value of Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition and the following assumptions:


Three Months Ended March 31, 2021
Expected volatility (1)	40.70	%
Risk-free interest rate (2)	0.50	%
Dividend yield (3)	0.00	%

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Corporation'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 Corporation does not anticipate paying dividends.

A summary of total PRSU activity for the three months ended March 31, 2021 is presented below:


Three Months Ended March 31, 2021
Granted		27,460,364
Non-vested at March 31, 2021		27,460,364

As of March 31, 2021, there was $238.3 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of 4.78 years.

Equity warrants

In November 2016 and December 2017, the Corporation issued warrants to purchase 139,629 shares of the Corporation's common stock at an exercise price of $2.61 per share, and 122,052 shares of the Corporation's common stock at an exercise price of $3.45 per share, respectively, as part of payment to certain providers for services provided to the Corporation. These warrants were automatically exercised in connection with the Business Combination. See Note 3, "Business combination" for additional information. The total fair value of warrants vested during the three months ended March 31, 2021 and 2020, was $0.0 million and $1.0 million, respectively.

A summary of activity relating to the warrants of the service providers during the three months ended March 31, 2021 and 2020, respectively, is as follows:


	Number of warrants			Weighted-average exercise price
Outstanding, December 31, 2019		261,681		$	3.00
Granted during 2020		—			—
Exercised		—			—
Forfeited		—			—
Outstanding, March 31, 2020		261,681		$	3.00
Outstanding, December 31, 2020		261,681		$	3.00
Granted during 2021		—			—
Exercised		(261,681	)		3.00
Forfeited		—			—
Outstanding, March 31, 2021		—		$	—

Employee Benefit Plans - Summary of Total PRSUs Activity (Details) - Performance Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2021 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted	27,460,364
Non-vested	27,460,364

Convertible Preferred Stock - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 shares
Class B Common Stock
Class Of Stock [Line Items]
Common Stock Issuable Upon Conversion	139,444,346

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)	92,690,774	183,300,309
Options To Purchase Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)	37,409,124	36,353,061
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)		139,444,346
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)	38,533,271	4,884,132
Warrants To Purchase Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)		2,618,770
RSUs [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Dilutive common shares excluded from the calculations of diluted loss per share (in shares)	16,748,379

Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	$ 84	$ 901
Cash and cash equivalents
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net		89
Short-term investments
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	37	452
Investment securities
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	$ 47	$ 360

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 404,507	$ 92,348
Short-term investments	279,066	4,098
Investment securities, available-for sale (Amortized cost: 2021: $1,001; 2020: $0)	1,001	0
Investment securities, held-to-maturity (Fair value: 2021: $0; 2020: $266)	0	265
Accrued retrospective premiums	54,179	34,829
Other receivables	19,211	11,368
Healthcare receivable	30,225	38,745
Other assets, current	21,260	8,129
Total current assets	809,449	189,782
Investment securities, available-for sale (Amortized cost: 2021: $35,281; 2020: $53,953)	34,798	53,963
Investment securities, held-to-maturity (Fair value: 2021: $703; 2020: $471)	695	429
Property and equipment, net	2,024	2,078
Operating lease right-of-use assets	7,102	7,882
Goodwill and other intangible assets	4,233	4,233
Other assets, non-current	8,641	8,885
Total assets	866,942	267,252
Current liabilities
Unpaid claims	117,582	103,976
Accounts payable and accrued expenses	18,320	30,671
Accrued salaries and benefits	10,852	3,978
Operating lease liabilities	4,841	4,795
Current portion of notes and securities payable	21,425	20,803
Other liabilities, current	5	5
Total current liabilities	173,025	164,228
Notes and securities payable, net of discounts and deferred issuance costs	24,285	106,413
Derivative liabilities	0	44,810
Warrants payable	62,039	97,782
Long-term operating lease liabilities	5,391	6,349
Other liabilities, non-current	13,267	13,116
Total liabilities	278,007	432,698
Commitments and Contingencies (Note 18)
Convertible Preferred stock (Series Seed A, A-1, B, C, and D), $0.0001 par value; 0 and 155,387,025 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 0 and 139,444,346 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $0 and $470,256 as of March 31, 2021 and December 31, 2020 (1)	0	447,747
Stockholders' deficit
Additional paid-in capital	1,662,873	411,872
Accumulated other comprehensive (income) loss	(483)	10
Accumulated deficit	(1,077,399)	(1,028,982)
Clover shareholders' equity (deficit)	585,032	(617,096)
Non-controlling interest	3,903	3,903
Total stockholders' equity (deficit)	588,935	(613,193)
Total liabilities, convertible preferred stock and stockholders' equity	866,942	267,252
Class A Common Stock
Stockholders' deficit
Common stock, value	15	0
Class B Common Stock
Stockholders' deficit
Common stock, value	$ 26	$ 4

Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands	Mar. 31, 2021 USD ($) Position
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Greater than 12 Months, Fair Value	$ 30,516
Greater than 12 months, Unrealized loss	519
Total, Fair value	30,516
Total, Unrealized Loss	$ 519
Total, Number of positions \| Position	7
US Government and Government Agencies [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Greater than 12 Months, Fair Value	$ 30,516
Greater than 12 months, Unrealized loss	519
Total, Fair value	30,516
Total, Unrealized Loss	$ 519

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:


	Three Months Ended March 31,
	2021			2020
	(dollars in thousands)
Net loss	$	(48,417	)	$	(28,162	)
Net loss attributable to common stockholders	$	(48,417	)	$	(28,162	)
Basic and diluted weighted average number of common shares and common share equivalents outstanding (1)		376,170,545			88,330,996
Net loss per share attributable to common stockholders—basic and diluted	$	(0.13	)	$	(0.32	)

(1) Prior period results have been adjusted to reflect the exchange of Legacy Clover's common stock for Clover Class B Common Stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the Business Combination. See Note 3, "Business combination," for details.

Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share

The Corporation 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,
	2021		2020
Options to purchase common stock (1)		37,409,124		36,353,061
RSUs		16,748,379		—
Convertible preferred stock (as converted to common stock) (1)		—		139,444,346
Warrants to purchase common stock (as converted to common stock) (1)		38,533,271		4,884,132
Warrants to purchase convertible preferred stock (as converted to common stock) (1)		—		2,618,770
		92,690,774		183,300,309

Warrants Payable - Additional Information (Details) - USD ($)				3 Months Ended
	Jan. 07, 2021	Mar. 21, 2017	Sep. 30, 2015	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Oct. 05, 2020	Dec. 31, 2017	Nov. 30, 2016
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights								122,052	139,629
Exercise price of warrants								$ 3.45	$ 2.61
Expiration date			Sep. 02, 2022	Sep. 30, 2027
Change in fair value of warrants payable				$ (85,506,000)	$ 2,237,000
Warrants exercisable commencing date				Apr. 24, 2021
Warrants outstanding, aggregate value				$ 62,039,000		$ 97,782,000
Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 [Member]
Class Of Warrant Or Right [Line Items]
Exercise price of warrants				$ 0.01
Class of warrant or right, minimum threshold written notice period for redemption of warrants				30 days
Closing price of share for threshold consecutive trading days				20 days
Share price				$ 18.00
Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 [Member]
Class Of Warrant Or Right [Line Items]
Redemption price per warrant				$ 0.10
Class of warrant or right, minimum threshold written notice period for redemption of warrants				30 days
Closing price of share for threshold consecutive trading days				20 days
Stock price trigger for redemption of public warrants				$ 10.00
Share price				$ 18.00
Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights			2,100,000
Exercise price of warrants			$ 1.04
Additional shares of warrants			2,100,000
Series D Preferred Stock [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights		1,266,284
Exercise price of warrants		$ 9.38					$ 0
Warrant or right, reason for issuance, description				In conjunction with the Loan Facility effective March 21, 2017, the Corporation issued warrants to purchase 1,266,284 shares of the Corporation's Series D preferred stock at an exercise price of $9.38 per share, which expire on September 30, 2027. The warrants are exercisable at any time up to the expiration date. Per the original terms, in the event of an automatic conversion of the preferred stock prior to the exercise of the warrants, the warrants shall be exercisable in common stock.
Change in fair value of warrants payable		$ 1,200
Series D Preferred Stock [Member] \| Merger Agreement With S C H [Member]
Class Of Warrant Or Right [Line Items]
Date of purchase agreement				Oct. 05, 2020
Class B Common Stock
Class Of Warrant Or Right [Line Items]
Stock issued upon conversion				139,444,346
Share price	$ 10.00
Class B Common Stock \| Merger Agreement With S C H [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights	3,484,154
Stock issued upon conversion	7,205,490
Common Class A [Member] \| Public Warrants [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights	27,599,938			27,599,938
Exercise price of warrants				$ 11.50
Warrants outstanding, aggregate value				$ 44,400,000
Common Class A [Member] \| Private Placement Warrants [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights	10,933,333			10,933,333
Exercise price of warrants				$ 11.50
Warrants outstanding, aggregate value				$ 17,600,000

Leases - Summary of Lease Costs Recognized under ASC 842 and Other Information Pertaining to Operating Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Leases [Abstract]
Operating lease cost	$ 1,135
Variable lease cost	152
Short-term lease cost	15
Sublease income	(774)
Total lease cost	528
Cash paid for amounts included in the measurement of lease liabilities	$ 1,270
Weighted-average remaining lease term (in years)	4 years 4 months 24 days
Weighted-average discount rate	10.22%

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

13. Leases

Operating leases

The Corporation leases office space in New Jersey, Minnesota, Tennessee, and San Francisco under non-cancelable operating leases, further described below. For each lease the Corporation recorded a right-of-use (ROU) asset and lease liability at the earlier of the ASC 842 effective date or lease commencement date. The Corporation utilizes the straight-line method of recognizing lease expense. However, the Corporation is required to pay certain variable executory costs including common area maintenance, real estate taxes, and insurance that are expensed as incurred. These variable costs are excluded from the measurement of leases. Certain of our leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. The Corporation is not reasonably certain that it will exercise the renewal options described in the individual lease descriptions below. Therefore, these options are not recognized as part of the ROU asset and lease liability.

The Corporation subleases certain of its leases to third parties for which it receives rental income to manage occupancy costs. These subleases are classified as operating leases.

Montgomery leases:

From May 2020 through April 9, 2021, the Corporation was in default with respect to its agreement to lease office space in Jersey City, New Jersey (the "Montgomery Lease"), for not paying rent owed to the lessor. The Corporation accrued for all interest owed and began reducing its security deposit asset in lieu of recording rental payments. On April 9, 2021, the Corporation replenished its security deposit. In addition, the landlord waived the accrued interest and any late fees. Therefore, as of April 9, 2021, the Corporation was no longer in default with respect to the Montgomery Lease.

Summary of lease costs recognized under ASC 842:

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Corporation's operating leases for the three months ended March 31, 2021:


Three Months Ended March 31, 2021
	(in thousands)
Operating lease cost	$	1,135
Variable lease cost		152
Short-term lease cost		15
Sublease income		(774	)
Total lease cost	$	528
Other information
Cash paid for amounts included in the measurement of lease liabilities	$	1,270
Weighted-average remaining lease term (in years)	4.4 years
Weighted-average discount rate		10.22	%


Three Months Ended March 31, 2021
	(in thousands)
2021	$	3,795
2022		2,768
2023		1,429
2024		1,110
2025		1,125
Thereafter		2,641
Total lease payments		12,868
Less: imputed interest		(2,636	)
Total	$	10,232

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands		3 Months Ended
	Jan. 07, 2021	Mar. 31, 2021	Mar. 31, 2020
Net of ceded premiums		$ 124	$ 129
Class B Common Stock
Common Stock Exchange Ratio	2.0681%

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Investment securities, available-for sale, Amortized cost current	$ 1,001	$ 0
Investment securities, held-to-maturity, Fair value current	0	266
Investment securities, available-for sale, Amortized cost Noncurrent	35,281	53,953
Investment securities, held-to-maturity, Fair value Noncurrent	$ 703	$ 471
Preferred stock per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	0	155,387,025
Preferred stock, shares issued	0	139,444,346
Preferred stock, shares outstanding	0	139,444,346
Liquidation preference	$ 0	$ 470,256
Class A Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,500,000,000	0
Common stock, shares, issued	148,279,247	0
Common stock, shares, outstanding	148,279,247	0
Class B Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	351,572,668
Common stock, shares, issued	259,821,838	89,206,266
Common stock, shares, outstanding	259,821,838	89,206,266

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 10, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	CLOVER HEALTH INVESTMENTS, CORP. /DE
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Ex Transition Period	false
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Central Index Key	0001801170
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity File Number	001-39252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1515192
Entity Address, Address Line One	725 Cool Springs Boulevard
Entity Address, Address Line Two	Suite 320
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
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	CLOV
Title of 12(g) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		148,279,247
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		259,821,838
Unit Of Redeemable Warrant [Member]
Document Information [Line Items]
Trading Symbol	CLOVW
Title of 12(g) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Security Exchange Name	NASDAQ

Unpaid Claims - Additional information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]
Unpaid Claims	$ 117,582	$ 90,353	$ 103,976	$ 77,886
Prior years	70,367	$ 59,359
Unfavorable development recognized	$ 1,300
Ratio of current year medical claims paid as a percent of current year net medical claims	61.2	50.9

Healthcare Receivables

3 Months Ended

Mar. 31, 2021

Receivables [Abstract]

Healthcare Receivables

6. Healthcare receivables

Included within healthcare receivables are pharmaceutical rebates which are accrued as they are earned and estimated based on contracted rebate rates, eligible amounts submitted to the manufacturers by the Corporation's pharmacy manager, pharmacy utilization volume and historical collection patterns. As of March 31, 2021 and December 31, 2020, the Corporation recognized rebate receivables of approximately $27.6 million and $26.6 million, respectively. In addition to pharmaceutical rebates, Medicare Part D settlement receivables, member premium receivables and other CMS receivables included in healthcare receivables totaled $2.6 million and $12.1 million at March 31, 2021 and December 31, 2020, respectively.

Unpaid claims (Tables)

3 Months Ended

Mar. 31, 2021

Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]

Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense

Activity in the liability for unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2021 and 2020, is summarized as follows:


Three Months Ended March 31,	2021		2020
	(in thousands)
Beginning of period balance - gross and net	$	103,976	$	77,886
Incurred related to:
Current year		213,147		146,440
Prior years		1,285		(112	)
Total incurred		214,432		146,328
Paid related to:
Current year		130,459		74,502
Prior years		70,367		59,359
Total paid		200,826		133,861
End of period balance - gross and net	$	117,582	$	90,353

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%
Uncertain tax position	$ 0
Interest and penalties accrued	$ 0	$ 0

Notes and Securities Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Notes and securities payable

9. Notes and securities payable

Non-convertible notes

On March 21, 2017, the Corporation entered into a loan facility (the "Loan Facility") for an aggregate principal amount of $60.0 million with the proceeds used to pay all obligations under a $30.0 million 2015 senior secured note, and to provide additional working capital for the Corporation's subsidiaries. The Loan Facility is secured by the assets of the Corporation. The initial obligation of $40.0 million has a maturity date of March 1, 2022 and is subject to an interest rate of 11.0%, payable monthly, with the majority of principal payments commencing 36 months prior to the maturity date. The additional $20.0 million obligation has a maturity date of October 1, 2022 and is subject to an interest rate of 11.3%, payable monthly, with the majority of principal payments commencing 36 months prior to the maturity date. In conjunction with the Loan Facility, the Corporation issued warrants. See Note 10 "Warrants payable" for additional information.

The Corporation capitalized approximately $0.3 million of debt issuance costs associated with the Loan Facility, which are being amortized using the effective interest method over the term of the Loan Facility.

The carrying amount of the Loan Facility was approximately $25.8 million and $30.8 million at March 31, 2021, and December 31, 2020, respectively. Interest expense was approximately $0.8 million and $1.3 million during the three months ended March 31, 2021 and 2020, respectively. The effective interest rate was 11.8% during the three months ended March 31, 2021 and 2020.

Convertible securities

Pursuant to that certain Convertible Agreement, dated December 27, 2018, between the Corporation and certain qualified institutional buyers, including entities affiliated with the Corporation, for an aggregate principal amount of up to $500.0 million (the "Convertible Agreement"), the Corporation issued convertible securities during 2019 in multiple tranches. On October 5, 2020, the Corporation entered into the Merger Agreement with SCH and simultaneously amended the Convertible Agreement, pursuant to which the convertible securities of Legacy Clover converted into Class Z common stock in connection with the Business Combination. All Class Z common stock converted into Class B Common Stock as of the Closing. Additionally, the conversion incurred a 9.4% charge to account for dilution after the Business Combination to convert the securities as if they had been converted under the mandatory qualified public offering ("QPO") conversion. On January 7, 2021, the Business Combination was completed and the convertible securities were redeemed or converted into a total of 36,117,708 shares of Class Z common stock depending on whether each tranche's conversion price was a conversion or share-settled redemption feature as follows:

· Redemption: The February, March, and May 2019 tranches were redeemed for 34,806,921 shares of Class Z common stock pursuant to the share-settled redemption feature. The redemption of the convertible securities was accounted for as a debt extinguishment as they contained a beneficial conversion feature ("BCF"), and were redeemed prior to the stated maturity date. As the extinguishment date intrinsic value of the BCF was in excess of the fair value of the shares issued to settle the convertible securities, the full amount of the settlement consideration was treated as the price of reacquiring the BCF. As there was no remaining consideration available to allocate to the reacquisition of the convertible securities, the extinguishment resulted in a gain equal to the full carrying value of the convertible securities of $126.8 million. This gain was treated as a capital contribution and was recorded as an increase in additional paid in capital as the convertible securities were issued to affiliates of the Corporation. The $126.8 million is comprised of: (a) the carrying value of the tranches of $74.6 million, (b) accrued interest of $7.4 million, and (c) the fair value of the embedded derivative of $44.8 million.

· Conversion: The August 2019 tranche converted into 1,310,787 shares of Class Z common stock pursuant to the conversion feature. Prior to the conversion, the carrying value of the tranche was $2.6 million and accrued interest was $0.4 million. As the converted securities contained a BCF, the $13.0 million unamortized debt discount remaining at the date of conversion was recognized in amortization of notes and securities discount in the Consolidated Statements of Operations and Comprehensive Loss.

After giving effect to the Exchange Ratio, pursuant to the terms of the Merger Agreement, these shares of Class Z common stock were converted into 74,694,107 shares of Class B Common Stock upon the closing of the Business Combination. See Note 3, "Business combination" for additional information on the Business Combination.

The convertible securities bear a yield ("interest") at the increasing rates noted below which compound semi-annually, and mature April 1, 2023 ("End Date"), unless earlier converted, repurchased, or extended. The interest rate and embedded feature discount factor vary based on the length of time elapsed from the issue date of the securities. The interest rates begin at 6.5% for the first twelve-month period through the first anniversary of the security issue date, increasing ratably on a semi-annual basis, to 13.5% at the third anniversary of the security issue date until the convertible securities cease to be outstanding. The embedded feature discount factors begin at 75.0% for the first twelve-month period through the first anniversary of the security issue date, decreasing ratably on a semi-annual basis, to 55.0% at the forty-two month anniversary of the security issue date until the convertible securities cease to be outstanding.

The carrying amount of the convertible securities was immaterial and $76.5 million at March 31, 2021 and December 31, 2020, respectively. The unamortized discount was immaterial and $337.3 million at March 31, 2021 and December 31, 2020, respectively. Amortization of the debt discount was approximately $13.7 million and $5.7 million during the three months ended March 31, 2021 and 2020, respectively. Interest expense on the convertible securities was immaterial and $6.5 million during the three months ended March 31, 2021 and 2020, respectively. The effective interest rate, inclusive of amortization of the discount and the contractual rate, was in excess of 100% and 90.07% during the three months ended March 31, 2021 and 2020, respectively, as a result of the convertible securities having a carrying value at inception of $0. The results presented as of and for the three months ended March 31, 2021 above, reflect the impact of the conversion of the convertible securities into common stock in connection with the Business Combination.

Seek Convertible Note

On September 25, 2020, Seek Insurance Services, Inc. ("Seek"), a field marketing organization and an indirect wholly-owned subsidiary of the Corporation, entered into a note purchase agreement (the "Seek Convertible Note Agreement") with a third-party investor, and issued a note for a principal amount of $20.0 million. The principal borrowed as of September 30, 2020, was $20.0 million. The note bears simple interest at an annual rate of 8.0% and matures on September 25, 2023, unless earlier accelerated, converted, or paid in full, as discussed below.

The outstanding principal and any accrued but unpaid interest will become immediately due and payable at the election of the note holder upon the occurrence of any event of default as defined in the note.

The outstanding principal and accrued but unpaid interest will convert into an equity interest in Seek if prior to maturity, repayment or conversion of the note: (1) the note holder elects to convert the note, (2) upon the closing of Seek's next equity financing; or (3) upon consummation of an initial public offering of Seek's common stock or a SPAC or reverse merger transaction with Seek.

The Corporation analyzed the embedded features for derivative accounting consideration and determined that the features are clearly and closely related to the debt host and do not require separate accounting as a derivative.

The carrying amount of the note was $19.9 million at each March 31, 2021, and December 31, 2020. The Corporation capitalized $0.1 million of issuance costs which are being amortized using the effective interest method over the term of the note. Unamortized debt issuance costs were $0.1 million at both March 31, 2021, and December 31, 2020. Amortization of the debt issuance costs and interest expense on the note was $0.4 million during the three months ended March 31, 2021. There was no amortization of debt issuance costs and interest expense on the note during the three months ended March 31, 2020.

The effective interest rate was 8.1% and 0.0% during the three months ended March 31, 2021 and 2020, respectively.

The Corporation was in compliance with all applicable financial and non-financial covenants under its financing arrangements for all periods presented.

Notes and Securities Payable - Additional Information (Details) - USD ($)						3 Months Ended
	Jan. 07, 2021	Oct. 05, 2020	Dec. 27, 2018	Oct. 31, 2017	Mar. 21, 2017	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Sep. 30, 2020	Sep. 25, 2020	Oct. 30, 2017
Debt Instrument [Line Items]
Initial Obligation interest rate										8.00%
Amortization of debt issuance costs						$ 6,000	$ 34,000
Carrying value of the convertible securities								$ 76,500,000
Unamortized discount	$ 13,000,000.0
Capitalized debt issuance cost						100,000
Amortization of debt discount						13,700,000	5,700,000
Interest expense						1,175,000	$ 7,815,000
Current portion of notes and securities payable						$ 21,425,000		20,803,000
Seek Insurance Services, Inc. (Seek) [Member]
Debt Instrument [Line Items]
Effective interest rate						8.10%	0.00%
Convertible securities Maturity Date						Sep. 25, 2023
Interest expense						$ 400,000	$ 0
Date of purchase agreement						Sep. 25, 2020
Principal Borrowed						$ 20,000,000.0			$ 20,000,000.0
Current portion of notes and securities payable						$ 19,900,000		19,900,000
Debt instrument, term of coversion feature, description						The outstanding principal and accrued but unpaid interest will convert into an equity interest in Seek if prior to maturity, repayment or conversion of the note: (1) the note holder elects to convert the note, (2) upon the closing of Seek's next equity financing; or (3) upon consummation of an initial public offering of Seek's common stock or a SPAC or reverse merger transaction with Seek.
Merger Agreement With SCH Member
Debt Instrument [Line Items]
Business combination, effective date of merger						Jan. 07, 2021
Convertible Debt Securities [Member]
Debt Instrument [Line Items]
Carrying value of the convertible securities						$ 0
Interest expense							$ 6,500,000
Effective interest rate inclusive of amortization						100.00%	90.07%
Non Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Aggregate principal amount from loan facility					$ 60,000,000.0
Amount drawn from loan facility					$ 40,000,000.0
Additional Amount Under Loan Facility				$ 20,000,000.0
Maturity Date of Initial Obligation				Mar. 01, 2022
Initial Obligation interest rate					11.00%						11.30%
Maturity Date Of Additional Obligation				Oct. 01, 2022
Amortization of debt issuance costs					$ 300,000
Carrying amount of the Loan Facility						$ 25,800,000		30,800,000
Interest Expense Debt						$ 800,000	$ 1,300,000
Effective interest rate						11.80%	11.80%
2015 Senior Secured Note [Member]
Debt Instrument [Line Items]
Proceeds to Pay Obligations and Working Capital					$ 30,000,000.0
Convertible Securities [Member]
Debt Instrument [Line Items]
Aggregate principal amount	74,600,000
Convertible securities Maturity Date			Apr. 01, 2023
Description of Embedded Derivative						The interest rate and embedded feature discount factor vary based on the length of time elapsed from the issue date of the securities. The interest rates begin at 6.5% for the first twelve-month period through the first anniversary of the security issue date, increasing ratably on a semi-annual basis, to 13.5% at the third anniversary of the security issue date until the convertible securities cease to be outstanding.
Description of Interest Rate Derivative Activities						The embedded feature discount factors begin at 75.0% for the first twelve-month period through the first anniversary of the security issue date, decreasing ratably on a semi-annual basis, to 55.0% at the forty-two month anniversary of the security issue date until the convertible securities cease to be outstanding
Carrying value of the convertible securities	2,600,000
Unamortized discount								337,300,000
Capital contribution for extinguishment of debt	126,800,000
Fair value of embedded derivative liability								44,800,000
Convertible Securities [Member] \| Tranche One [Member]
Debt Instrument [Line Items]
Debt instrument, accrued interest	400,000
Convertible Securities [Member] \| Other Tranche [Member]
Debt Instrument [Line Items]
Debt instrument, accrued interest	$ 7,400,000
Convertible Securities [Member] \| Common Class Z [Member]
Debt Instrument [Line Items]
Debt instrument conversion, shares issued	1,310,787
Debt instrument, redeemed and converted, shares issued	36,117,708
Debt instrument, redeemed, shares issued	34,806,921
Convertible Securities [Member] \| Common Class B [Member]
Debt Instrument [Line Items]
Debt instrument conversion, shares issued	74,694,107
2020 Convertible Note [Member]
Debt Instrument [Line Items]
Unamortized debt issuance cost						$ 100,000		$ 100,000
Qualified Public Offering [Member] \| Convertible Securities [Member]
Debt Instrument [Line Items]
Charge to account for dilution		9.40%

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	1.06%	1.47%
Expected term	6 years 21 days	6 years 3 months 18 days
Expected volatility	37.74%	29.63%
Expected dividend yield	0.00%	0.00%

Dividend Restrictions

3 Months Ended

Mar. 31, 2021

Disclosure Of Restrictions On Dividends Loans And Advances Disclosure [Abstract]

Dividend Restrictions

19. Dividend restrictions

The Corporation'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 Corporation'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 ("DOBI"). As of March 31, 2021 and December 31, 2020, neither of the regulated insurance subsidiaries had paid any dividends.

Letter of credit

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Letter of credit

12. Letter of credit

On April 19, 2018, the Corporation entered into a secured letter of credit agreement ("the Letter") for up to an aggregate amount of $2.5 million with a commercial lender that renews on an annual basis. The Letter bears an interest rate of 0.75%. There was an unused balance of $2.5 million at both March 31, 2021 and December 31, 2020.

Commitments and contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and contingencies

18. Commitments and contingencies

Legal Actions

Various lawsuits against the Corporation may arise in the ordinary course of the Corporation'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 Corporation. At March 31, 2021, and December 31, 2020, respectively, there were no material known contingent liabilities arising outside the normal course of business.

Securities Class Actions and Derivative Litigation

In February 2021, we and certain of our directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act.

The complaints generally relate to allegations published in an article issued on February 4, 2021, by Hindenburg Research LLC. The 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 described above were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as lead case. The court appointed a lead plaintiff, approved a lead counsel and a liaison counsel, and approved the parties' proposed schedule for filing an amended complaint and the defendants' responses.

Parallel shareholder derivative actions have also been filed, naming Clover as a nominal defendant. The first action was filed in the United States District Court for the District of Delaware and is captioned Furman v. Garipalli et al., Case No. 1:21-cv-00191 (D. Del.). The complaint asserts violations of sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, and waste of corporate assets against our 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-vs-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.

On May 10, 2021, the Middle District of Tennessee shareholder derivative actions described above were consolidated under Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.) as lead case. The court designated co-lead counsel and liaison counsel and ordered the parties to submit a proposed schedule for the initial stage of the case.

All of these cases remain in the preliminary stages. Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, the Corporation has determined that it is not probable or estimable that an unfavorable outcome or potential loss will occur. Clover intends to vigorously defend itself against the claims asserted against it.

Guaranty assessments

Under state guaranty assessment laws, including those related to state cooperative failures in the industry, the Corporation may be assessed, up to prescribed limits, for certain obligations to the policyholders and claimants of insolvent insurance companies that write the same line or lines of business as the Corporation.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Revenues:

Premiums earned, net (Net of ceded premiums of $124 and $129 for the three months ended March 31, 2021 and 2020, respectively)

$ 199,376

$ 163,710

Other income

^[1]

949

1,795

Total revenues

200,325

165,505

Operating expenses:

Net medical claims incurred

214,432

146,328

Salaries and benefits

66,024

21,484

General and administrative expenses

38,606

28,483

Premium deficiency reserve benefit

(4,282)

Depreciation and amortization

160

122

Other expense

191

Total operating expenses

319,413

192,135

Loss from operations

(119,088)

(26,630)

Change in fair value of warrants payable

(85,506)

2,237

Interest expense

1,175

7,815

Amortization of notes and securities discounts

13,660

5,712

Gain on derivative

(14,232)

Net loss

$ (48,417)

$ (28,162)

Per share data:

Net loss per share attributable to common stockholders basic and diluted

^[2]

$ (0.13)

$ (0.32)

Weighted average number of common shares outstanding

Basic and diluted weighted average number of common shares and common share equivalents outstanding

^[2]

376,170,545

88,330,996

Unrealized (gain) loss on available-for-sale investment

$ (493)

$ 1,723

Comprehensive loss

$ (48,910)

$ (26,439)

[1]

In the first quarter of 2021, other income and investment income, net, were combined into a single line item for other income. Prior period balances have been revised to conform to the current period presentation.

[2]

Prior period results have been adjusted to reflect the exchange of Legacy Clover's common stock for Clover Class B Common Stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the Business Combination. See Note 3, "Business combination," for details. Because the Corporation had a net loss in the three months ended March 31, 2021 and 2020, the Corporation’s potentially dilutive securities, which include stock options, restricted stock, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for these periods is the same.

Employee Benefit Plans - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Summary of Stock Option Activity
Number of Options, Granted	1,937,968
2020 Equity Incentive Plan [Member]
Summary of Stock Option Activity
Number of Options, Outstanding, Beginning Balance	0
Number of Options, Granted	1,937,968
Number of Options, Exercised	0
Number of Options, Forfeited	(13,442)
Number of Options, Outstanding, Ending Balance	1,924,526
Weighted-Average Exercise Price Per Share, Granted \| $ / shares	$ 8.88
Weighted-Average Exercise Price Per Share, Forfeited \| $ / shares	8.88
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance \| $ / shares	$ 8.87
2014 Equity Incentive Plan [Member]
Summary of Stock Option Activity
Number of Options, Outstanding, Beginning Balance	36,513,193
Number of Options, Granted	0
Number of Options, Exercised	(761,480)
Number of Options, Forfeited	(267,115)
Number of Options, Outstanding, Ending Balance	35,484,598
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance \| $ / shares	$ 2.26
Weighted-Average Exercise Price Per Share, Exercised \| $ / shares	1.63
Weighted-Average Exercise Price Per Share, Forfeited \| $ / shares	2.43
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance \| $ / shares	$ 2.27

Leases - Summary of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Leases [Abstract]
2021	$ 3,795
2022	2,768
2023	1,429
2024	1,110
2025	1,125
Thereafter	2,641
Total lease payments	12,868
Less: imputed interest	(2,636)
Operating lease liabilities	$ 10,232

Commitments and contingencies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Contingent liabilities	$ 0	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (48,417)	$ (28,162)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation And Amortization	160	122
Amortization of notes and securities discounts	13,654	5,678
Stock-based compensation expense	42,713	1,977
Paid in kind interest	0	5,001
Change in fair value of warrants expense	(85,543)	2,173
Change in derivative liabilities	0	(14,232)
Accretion, net of amortization	52	(369)
Net realized losses (gains) on investment securities	(75)	35
Amortization of warrants	38	64
Amortization of debt issuance costs	6	34
Changes in operating assets and liabilities:
Accrued retrospective premiums	(19,350)	(14,344)
Other receivables	7,843	865
Other assets	12,931	591
Healthcare receivables	8,520	762
Operating lease right-of-use assets	881	797
Unpaid claims	13,606	12,467
Accounts payable and accrued expenses	(4,502)	(4,820)
Accrued salaries and benefits	6,874	271
Premium deficiency reserve	0	(4,282)
Other liabilities	151	2,066
Operating lease liabilities	(1,013)	(888)
Net cash used in operating activities	(92,869)	(37,176)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Purchases of available-for-sale securities	(274,909)	(19,326)
Proceeds from Sale of Available-for-sale Securities	17,267	69,977
Proceeds from maturities of available-for-sale securities	265	32,101
Purchases of property and equipment	(99)	(242)
Net cash (used in) provided by investing activities	(257,476)	82,510
Net Cash Provided by (Used in) Financing Activities [Abstract]
Payment of notes payable principal	(5,020)	(4,496)
Issuance of common stock, net of early exercise liability	1,282	155
Proceeds from reverse capitalization, net of transaction costs	666,242	0
Acquisition of noncontrolling interest	0	3,903
Net cash provided by (used in) financing activities	662,504	(438)
Net increase in cash and cash equivalents	312,159	44,896
Cash and cash equivalents, beginning of period	92,348	67,598
Cash and cash equivalents, end of period	404,507	112,494
Supplemental Cash Flow Information [Abstract]
Cash paid during the period for interest	812	$ 1,306
Supplemental disclosure of non-cash investing and financing activities
Conversion of preferred stock to common stock	447,747
Issuance of common stock related to convertible debt	16,059
Capital contribution for extinguishment of debt	126,795
Issuance of common stock related to warrants exercised	97,782
Acquisition of Public and Private Warrants	147,582
Right-of-use assets obtained in exchange for lease liabilities	$ 101

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Related Party Transaction [Line Items]
Net medical claims incurred	$ 214,432	$ 146,328
CarePoint Health Contract [Member]
Related Party Transaction [Line Items]
Net medical claims incurred	$ 3,200	$ 2,700

Investment Securities - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Investments Debt And Equity Securities [Abstract]
Deposits with various states and regulatory bodies	$ 7.5	$ 7.5

Derivative Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019
Derivative Instruments And Hedges Liabilities [Abstract]
Convertible debt conversion and other issuances	$ 16,059		$ 373,800
Gain on derivative liabilities		$ 14,200
Increase in additional paid in capital	$ 44,800

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair value measurements

The following table presents a summary of fair value measurements for items as of March 31, 2021 and December 31, 2020, respectively:


March 31, 2021	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	35,799	$	—	$	35,799
Total assets at fair value	$	—	$	35,799	$	—	$	35,799
Public Warrants	$	44,436	$	—	$	—	$	44,436
Private Placement Warrants			$	17,603	$	—	$	17,603
Total liabilities at fair value	$	44,436	$	17,603	$	—	$	62,039


December 31, 2020	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	53,963	$	—	$	53,963
Total assets at fair value	$	—	$	53,963	$	—	$	53,963
Derivative liabilities	$	—	$	—	$	44,810	$	44,810
Warrants payable		—		—		97,782		97,782
Total liabilities at fair value	$	—	$	—	$	142,592	$	142,592

See Note 9, "Notes and securities payable," Note 10, "Warrants payable," and Note 11, "Derivative liabilities" for additional information regarding liabilities.

The fair value of the convertible securities is based on Level 3 inputs. There was no fair value associated with the convertible securities at March 31, 2021, and the estimated fair value of the convertible securities was $949.6 million at December 31, 2020. The estimated fair value of the convertible securities and derivative liabilities at December 31, 2020, was calculated as the product of (i) the number of conversion shares at the valuation date and (ii) the marketable value per common share at the valuation date.


December 31, 2020	Preferred stock purchase warrants	Common stock purchase warrants
Beginning stock price	N/A	$30.14
Strike price	N/A	$1.04
Expected volatility	N/A	56.0%
Expected term	N/A	0.02 years
Risk-free interest rate	N/A	0.09%
Discount factor	N/A	13%

The changes in balances of Level 3 financial liabilities during the three months ended March 31, 2021 and 2020 were as follows:


	Convertible securities			Derivative liabilities			Warrants payable			Total
	(in thousands)
Balance, December 31, 2020	$	949,553		$	44,810		$	97,782		$	1,092,145
Issuances		—			—			—		$	—
Settlements		(949,553	)		(44,810	)		(97,782	)	$	(1,092,145	)
Transfers in		—			—			—			—
Transfers out		—			—			—			—
Total realized gains		—			—			—		$	—
Balance, March 31, 2021	$	—		$	—		$	—		$	—


	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Balance, December 31, 2019	$	251,885	$	138,561		$	17,672	$	408,118
Issuances		—		—			—		—
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total realized losses (gains)		20,816		(14,232	)		2,173		8,757
Balance, March 31, 2020	$	272,701	$	124,329		$	19,845	$	416,875

In addition to the Level 3 financial liabilities in the table above, on September 25, 2020, the Corporation issued the 2020 Convertible Note with the carrying value approximating the fair value of $20.0 million. For additional information, see Note 9, "Notes and securities payable." As of March 31, 2021, and December 31, 2020, both the carrying values and the fair values of the 2020 Convertible Note were $19.9 million and $20.4 million, respectively, and these were considered Level 3 financial liabilities.

There were no transfers in or out of Level 3 financial assets or liabilities for the three months ended March 31, 2021 or 2020.

Warrants

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants payable on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants payable in the Consolidated Statement of Operations and Comprehensive Loss.

Liability Measurement

The Warrants are measured at fair value on a recurring basis. The measurement of the Warrants as of March 31, 2021 was $62.0 million. The Corporation has classified the Warrants as a liability due to certain settlement terms and provisions related to certain tender offers and indexation characteristics following a business combination and has accounted for them as liability instruments in accordance with ASC 815, adjusting the fair value at the end of each reporting period. Additionally, the Corporation has determined that the Public Warrants are classified within Level 1 of the fair value hierarchy as the fair value is equal to the publicly traded price of the Public Warrants, and the Private Placement Warrants are classified within Level 2 of the fair value hierarchy as the fair value is estimated using the price of the Public Warrants.

The following table presents the changes in the fair value of warrants payable:


March 31, 2021	Public and Private Placement Warrants
Initial measurement, January 7, 2021	$	147,582
Mark-to-market adjustment		(85,543	)
Warrants payable balance, March 31, 2021	$	62,039

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Organization and Operations

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Operations

1. Organization and operations

Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Corporation") is singularly focused on creating great, sustainable healthcare to improve every life. Clover has centered its strategy on building and deploying technology that it believes will enable it to solve a significant data problem while avoiding the limitations of legacy approaches. Clover leverages its flagship software platform, the Clover Assistant, to help America’s seniors receive better care at lower costs.

Clover provides affordable, high-quality Medicare Advantage ("MA") plans, including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans through its regulated insurance subsidiaries. The Corporation's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Corporation's PPO and HMO health plans, respectively. On April 8, 2021, the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, announced that the Corporation's subsidiary Clover Health Partners, LLC, began participating as a Direct Contracting Entity in the CMS's Global and Professional Direct Contracting Model on April 1, 2021. Medical Service Professionals of NJ, LLC, houses Clover's employed physicians and the related support staff for Clover's in-home care program. Clover's administrative functions and insurance operations are primarily operated by its Clover Health, LLC and Clover Health Labs, LLC subsidiaries.

Clover's approach is to combine technology, data analytics and preventive care to lower costs and increase the quality of health and life of Medicare beneficiaries. Clover's technology platform uses machine learning-powered systems to deliver data and insights to physicians at the point of care in order to improve outcomes for beneficiaries and drive down costs. Clover's MA plans generally provide access to a wide network of primary care physicians, 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 physician visits regardless of whether their physician is in- or out-of-network. Clover's Direct Contracting Entity, which assumes full risk (i.e., 100% shared savings and shared losses) for the total cost of care of aligned Original Medicare beneficiaries, also focuses on its technology platform to enhance health care delivery, reduce expenditures, and improve care for Original Medicare beneficiaries.

Clover was originally incorporated as a Cayman Islands exempted company on October 18, 2020, as a special purpose acquisition company ("SPAC") under the name Social Capital Hedosophia Holdings Corp. III ("SCH"). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Inc., a corporation originally incorporated on July 17, 2014, in the state of Delaware ("Legacy Clover"). Pursuant to the Merger Agreement, and a favorable vote of SCH's stockholders on January 6, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of SCH ("Merger Sub"), was merged with and into Legacy Clover. Upon consummation of the business combination, the separate corporate existence of Merger Sub ceased, the Corporation survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "Business Combination"). The Business Combination is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Under the guidance in Accounting Standards Codification ("ASC") 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes. Legacy Clover is deemed the accounting predecessor of the combined business, and Clover, as the parent company of the combined business, is the successor SEC registrant, meaning that Legacy Clover's financial statements for previous periods will be disclosed in the registrant's periodic reports filed with the SEC from here forward. As a result of the Business Combination, there were simultaneous changes to Legacy Clover's convertible securities, warrants, and convertible preferred stock. See Note 9, "Notes and securities payable," Note 10, "Warrants payable," and Note 14, "Convertible preferred stock" for additional information regarding these changes. See also Note 3, "Business combination" for additional information related to the Business Combination.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Parenthetical) (Details)		1 Months Ended
	Jan. 07, 2021	Jan. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock. conversion basis		2.0681
Class B Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock. conversion basis	2.0681

Unpaid Claims

3 Months Ended

Mar. 31, 2021

Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]

Unpaid Claims

8. Unpaid claims

Activity in the liability for unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2021 and 2020, is summarized as follows:


Three Months Ended March 31,	2021		2020
	(in thousands)
Beginning of period balance - gross and net	$	103,976	$	77,886
Incurred related to:
Current year		213,147		146,440
Prior years		1,285		(112	)
Total incurred		214,432		146,328
Paid related to:
Current year		130,459		74,502
Prior years		70,367		59,359
Total paid		200,826		133,861
End of period balance - gross and net	$	117,582	$	90,353

Unpaid claims as of March 31, 2021 were $117.6 million. During the three months ended March 31, 2021, $70.4 million was paid for incurred claims attributable to insured events of prior years. An unfavorable development of $1.3 million was recognized during the three months ended March 31, 2021, resulting from the Corporation's actual experience with claims developing differently as compared to the Corporation's estimates as of December 31, 2020. Original estimates are increased or decreased, as additional information becomes known regarding individual claims. The ratio of current year medical claims paid as a percentage of current year net medical claims incurred was 61.2% for the three months ended March 31, 2021 and 50.9% for three months ended March 31, 2020. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a faster rate during the three months ended March 31, 2021 than during the three months ended March 31, 2020.

The Corporation uses a variety of standard actuarial techniques to establish unpaid claims reserves. Management estimates are supported by the Corporation's annual actuarial analysis. The Corporation utilizes an actuary to review the adequacy of unpaid claim and unpaid claim adjustment expense. The estimation of claim costs is inherently difficult and requires significant judgement. The estimation has considerable inherent variability and can vary 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.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Basis of presentation

The Corporation's interim Condensed Consolidated Financial Statements have been prepared in conformity with U.S. GAAP and include the accounts of the Corporation and its wholly owned subsidiaries. In the opinion of management, the Corporation has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019 included in Exhibit 99.5 of Amendment No. 1 to the Current Report on Form 8-K (the "Form 8-K/A") filed with the Securities and Exchange Commission ("SEC") on April 1, 2021.

Unaudited interim financial information

In the opinion of the Corporation, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in convertible preferred stock and stockholders' equity (deficit) and cash flows. The Condensed Consolidated Balance Sheet at December 31, 2020, was derived from the Corporation's Audited Annual Financial Statements but does not contain all of the footnote disclosures from the annual financial statements.

Use of estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes.

The areas involving the most significant use of estimates are the amounts of incurred but not reported ("IBNR") 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 Corporation 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 Corporation assumes prior to payment of claims. If the Corporation's actual experience is different from its assumptions or estimates, the Corporation's reserves may prove inadequate. As a result, the Corporation 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 Corporation'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 Corporation's investment securities, goodwill and other intangible assets, warrants, the embedded derivative related to the convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools.

Capitalized Software Development Costs - Cloud Computing Arrangements

The Corporation's cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Corporation 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 Sheet in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis.

Acquisition costs

Acquisition costs directly related to the successful acquisition of new business, which is primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded as other assets on the Condensed Consolidated Balance Sheet and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded in general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. As of March 31, 2021, deferred acquisition costs net of accumulated amortization had a balance of $5.7 million. For the three months ended March 31, 2021, amortization of deferred acquisition costs of $1.8 million were recognized in general and administrative expenses.

To the extent that a premium deficiency is identified after writing down unamortized deferred acquisition costs, a liability for premium deficiency reserve is established and reported on the Consolidated Balance Sheets.

COVID-19

The societal and economic impact of the novel coronavirus ("COVID-19") pandemic is continuing to evolve, and the ultimate impact on our business, results of operations, financial condition and cash flows is uncertain and difficult to predict. The global pandemic has severely impacted businesses worldwide, including many in the health insurance sector. In response to the pandemic, we have implemented additional steps related to our care delivery, our member support, and our internal policies and operations.

Recent accounting pronouncements

Recently adopted accounting pronouncements

Emerging Growth Company

The Corporation currently qualifies as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, the Corporation has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods applicable to private companies. The Corporation has elected to adopt new or revised accounting guidance within the same time period as private companies, unless, as indicated below, management determines it is preferable to take advantage of early adoption provisions offered within the applicable guidance.

Fair value measurements

In August 2018, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard Update ("ASU") 2018-13, Changes to Disclosure Requirements for Fair Value Measurements, the purpose of which is to improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is in effect for all entities in fiscal years beginning after December 15, 2019. This standard became effective for the Corporation on January 1, 2020 and did not have a material impact on the Corporation's disclosures.

Cloud computing arrangements

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other (Topic 350) – Internal Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This update changes the accounting guidance for cloud computing arrangements. If a cloud computing arrangement includes a license to internal-use software, the software license is accounted for by the customer by recognizing an intangible asset for the software license and, to the extent that the payments attributable to the software license are made over time, recognizing a corresponding liability. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract and should expense any fees associated with the hosting element (service) of the arrangement as incurred. ASU 2018-15 is effective for nonpublic entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Corporation adopted ASU 2018-15 on January 1, 2021 on a prospective basis. The Corporation's cloud computing arrangements relate to the set-up of various platforms, including but not limited to clinical data repositories and other system integrations. The capitalized implementation costs are presented in the Condensed Consolidated Balance Sheet in other assets, current and are amortized on a straight-line basis over the term of the underlying cloud computing hosting contract, which is the noncancelable term of the arrangement plus any reasonably certain renewal periods. As of March 31, 2021, $0.9 million was recorded in other assets, current, as deferred implementation costs. No amortization expense associated with the Corporation's cloud computing arrangements has been recognized during the three months ended March 31, 2021. No impairment has been recognized during the three months ended March 31, 2021, as there were no events or changes in circumstances to indicate that the carrying amount of the Corporation's cloud computing arrangements may not be recoverable.

Accounting pronouncements effective in future periods

Credit losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently modified by several ASUs issued in 2018 and 2019. This standard introduces a new current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments measured at amortized cost and replaces the incurred loss model. The CECL model requires an entity to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount the entity expects to collect over the instrument's contractual life after consideration of historical experience, current conditions, and reasonable and supportable forecasts.

This standard also introduces targeted changes to the available-for-sale debt securities impairment model. It eliminates the concept of other-than-temporary impairment and requires an entity to determine whether any impairment is the result of a credit loss or other factors. ASU 2016-13 is effective for nonpublic entities in fiscal years beginning after December 15, 2022 and public entities beginning after December 15, 2019. Early adoption is permitted. The Corporation has evaluated the impact of ASU 2016-13 on the Condensed Consolidated Financial Statements and determined the impact to be immaterial.

Goodwill and other intangible assets

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for nonpublic entities in fiscal years beginning after December 15, 2021 and public entities beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Corporation is currently evaluating the impact of the adoption of ASU 2017-04 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements.

Income taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 remove certain exceptions to the general principles in ASC Topic 740. The amendments also clarify and amend existing guidance to improve consistent application. The amendments are effective for nonpublic entities in fiscal years beginning after December 15, 2021 and public entities beginning after December 15, 2020. Early adoption is permitted. The transition method (retrospective, modified retrospective, or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied on a prospective basis. The Corporation is currently evaluating the impact of ASU 2019-12 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements.

Accounting for convertible instruments and contracts in an entity's own equity

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing certain separation models for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 is effective for nonpublic entities for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and public entities beginning after December 15, 2021. The Corporation is currently evaluating the impact of the adoption of ASU 2020-06 on the Condensed Consolidated Financial Statements, but does not expect for this to have a material impact on the Condensed Consolidated Financial Statements.

Employee Benefit Plans - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2017	Nov. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employer matching contribution, percent of match	100.00%
Employer matching contribution, percent of employees' gross pay	4.00%
Employer maximum annual contributions per employee, percent	4.00%
Employer discretionary contribution amount	$ 300,000	$ 400,000
Employers matching contribution, vesting percentage	100.00%
Stock options, granted	1,937,968
Cost not yet recognized, period for recognition	4 years 9 months 10 days
Stock options, grants in period, weighted average grant date fair value	$ 3.36	$ 1.82
Stock compensation expense recognized	$ 42,713,000	$ 1,977,000
Unvested stock options, unrecognized stock-based compensation	511,500,000		$ 14,900,000
Stock options, outstanding, intrinsic value	$ 187,800,000
Stock options, outstanding, weighted average remaining contractual term	7 years 3 months 18 days
Stock options, exercisable, number	21,957,416
Stock options, exercisable, intrinsic value	$ 120,100,000
Stock options, exercisable, weighted average exercise price	$ 2.09
Stock options, exercisable, weighted average remaining contractual term	6 years 5 months 4 days
Stock options	$ 6,500,000	100,000
Warrants issued to purchase common stock shares				122,052	139,629
Exercise price of warrants				$ 3.45	$ 2.61
Total fair value of warrants vested	0.0	1,000,000.0
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock compensation expense recognized	$ 3,694,000	1,977,000
RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, grants in period, weighted average grant date fair value	$ 16.02
Stock compensation expense recognized	$ 14,052,000	0
PRSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Cost not yet recognized, period for recognition	4 years 9 months 10 days
Stock options, grants in period, weighted average grant date fair value	$ 9.59
Stock compensation expense recognized	$ 24,967,000	0
Unvested stock options, unrecognized stock-based compensation	238,300,000
2014 Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Proceeds from stock options exercised	$ 1,200,000	$ 100,000
2014 Equity Incentive Plan [Member] \| Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Terms of award	The exercise prices, vesting and other restrictions are determined at the discretion of the Board, except that the exercise price per share of incentive stock options may not be less than 100% of the fair value of a share of common stock on the date of grant.
Expiration period	10 years
Vesting period	4 years
2020 Equity And Management Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001

Investment Securities - Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Investments Debt And Equity Securities [Abstract]
Proceeds from sales of investment securities	$ 17,267	$ 69,977
Proceeds from maturities of investment securities	265	32,101
Gross realized gains	16	7
Gross realized losses	77
Net realized (losses) gains	$ (61)	$ 7

Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]
Beginning of period balance - gross and net	$ 103,976	$ 77,886
Incurred related to:
Current year	213,147	146,440
Prior years	1,285	(112)
Total incurred	214,432	146,328
Paid related to:
Current year	130,459	74,502
Prior years	70,367	59,359
Total paid	200,826	133,861
End of period balance - gross and net	$ 117,582	$ 90,353

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	Convertible Preferred Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Balance at Dec. 31, 2019	$ (488,537)	$ 447,747	$ 0	$ 4	$ 403,046	$ (891,633)	$ 46	$ 0
Balance (in shares) at Dec. 31, 2019		139,444,346	0	88,279,119
Stock issuance for exercise of stock options, net of early exercise liability	155	$ 0	$ 0	$ 0	155	0	0	0
Stock issuance for exercise of stock options, net of early exercise liability, shares		0	0	74,587
Stock-based compensation	1,977	$ 0	$ 0	$ 0	1,977	0	0	0
Unrealized holdings gain on investment securities, available-for-sale	1,723	0	0	0	0	0	1,723	0
Beneficial conversion feature	0	0	0	0	0	0	0	0
Interests issued	3,903	0	0	0	0	0	0	3,903
Net loss	(28,162)	0	0	0	0	(28,162)	0	0
Balance at Mar. 31, 2020	(508,941)	$ 447,747	$ 0	$ 4	405,178	(919,795)	1,769	3,903
Balance (in shares) at Mar. 31, 2020		139,444,346	0	88,353,707
Balance at Dec. 31, 2020	(613,193)	$ 447,747	$ 0	$ 4	411,872	(1,028,982)	10	3,903
Balance (in shares) at Dec. 31, 2020		139,444,346	0	89,206,266
Stock issuance for exercise of stock options, net of early exercise liability	1,282	$ 0	$ 0	$ 0	1,282	0	0	0
Stock issuance for exercise of stock options, net of early exercise liability, shares		0	761,480	0
Stock-based compensation	42,713	$ 0	$ 0	$ 0	42,713	0	0	0
Unrealized holdings gain on investment securities, available-for-sale	493	0	0	0		0	493	0
Preferred stock conversion	447,747	$ (447,747)	$ 0	$ 14	447,733	0	0	0
Preferred stock conversion, shares		(139,444,346)	0	139,444,346
Common stock issued related to warrants exercised	97,782			$ 1	97,781	0	0
Common stock issued related to warrants exercised, shares				7,205,490
Convertible debt conversion and other issuances	16,059			$ 7	16,052	0	0	0
Convertible debt conversion and other issuances, shares				75,084,703
Issuance of Common Stock in connection with Business Combination and PIPE offering	666,242		$ 15	$ 0	666,227	0	0	0
Issuance of Common Stock in connection with Business Combination and PIPE offering, shares			146,373,904	(49,975,104)
Conversion from Class B Common Stock to Class A Common Stock			1,143,863	(1,143,863)
Capital Contribution for Extinguishment of Debt	126,795				126,795
Acquisition of Public and Private Placement Warrants	(147,582)				(147,582)
Net loss	(48,417)	$ 0	$ 0	$ 0	0	(48,417)	0	0
Balance at Mar. 31, 2021	$ 588,935	$ 0	$ 15	$ 26	$ 1,662,873	$ (1,077,399)	$ (483)	$ 3,903
Balance (in shares) at Mar. 31, 2021		0	148,279,247	259,821,838

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	37.74%	29.63%
Risk-free interest rate	1.06%	1.47%
Dividend yield	0.00%	0.00%
Performance Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	40.70%
Risk-free interest rate	0.50%
Dividend yield	0.00%

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Schedule of Present Cost or Amortized Cost and Fair Values of Investments

The following tables present cost or amortized cost and fair values of investments as of March 31, 2021 and December 31, 2020, respectively:



March 31, 2021	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	695	$	21	$	(13	)	$	703
Investment securities, available-for-sale
U.S. government and government agencies and authorities		36,282		23		(506	)		35,799
Total investment securities	$	36,977	$	44	$	(519	)	$	36,502



December 31, 2020	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	694	$	43	$	—		$	737
Investment securities, available-for-sale
U.S. government and government agencies and authorities		53,953		51		(41	)		53,963
Total investment securities	$	54,647	$	94	$	(41	)	$	54,700

Schedule of Amortized Cost and Fair Value of Debt Securities

The following table presents the amortized cost and fair value of debt securities as of March 31, 2021 by contractual maturity:



March 31, 2021	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized Cost		Fair value
	(in thousands)
Due within one year	$	—	$	—	$	1,001	$	1,001
Due after one year through five years		319		327		27,222		26,990
Due after five years through ten years		265		253		8,059		7,808
Due after ten years		111		123		—		—
Total	$	695	$	703	$	36,282	$	35,799

Schedule of Net Investment Income


Three Months Ended March 31,	2021		2020
	(in thousands)
Cash and cash equivalents	$	—	$	89
Short-term investments		37		452
Investment securities		47		360
Investment income, net	$	84	$	901

Schedule of Gross Unrealized Losses and Fair Value For Fixed Maturities In a Continuous Unrealized Loss Position


March 31, 2021	Less than 12 months				Greater than 12 months					Total
	Fair value		Unrealized loss		Fair value		Unrealized loss			Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies	$	—	$	—	$	30,516	$	(519	)	$	30,516	$	(519	)
Total	$	—	$	—	$	30,516	$	(519	)	$	30,516	$	(519	)
Number of positions				—			7					7

Proceeds from Sales and Maturities of Investment Securities


Three Months Ended March 31,	2021			2020
	(in thousands)
Proceeds from sales of investment securities	$	17,267		$	69,977
Proceeds from maturities of investment securities		265			32,101
Gross realized gains		16			7
Gross realized losses		(77	)		—
Net realized (losses) gains	$	(61	)	$	7

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

17. Net loss per share

Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:


	Three Months Ended March 31,
	2021			2020
	(dollars in thousands)
Net loss	$	(48,417	)	$	(28,162	)
Net loss attributable to common stockholders	$	(48,417	)	$	(28,162	)
Basic and diluted weighted average number of common shares and common share equivalents outstanding (1)		376,170,545			88,330,996
Net loss per share attributable to common stockholders—basic and diluted	$	(0.13	)	$	(0.32	)

Because the Corporation had a net loss in the three months ended March 31, 2021 and 2020, the Corporation’s potentially dilutive securities, which include stock options, restricted stock, preferred stock and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Corporation 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,
	2021		2020
Options to purchase common stock (1)		37,409,124		36,353,061
RSUs		16,748,379		—
Convertible preferred stock (as converted to common stock) (1)		—		139,444,346
Warrants to purchase common stock (as converted to common stock) (1)		38,533,271		4,884,132
Warrants to purchase convertible preferred stock (as converted to common stock) (1)		—		2,618,770
		92,690,774		183,300,309

Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details) - shares	Mar. 31, 2021	Dec. 31, 2020
2014 Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Authorized Under Plan	54,402,264	54,402,264
Shares Outstanding Under Plan	46,231,470	36,557,759
Shares Remaining Under Plan		17,844,505
2020 Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Authorized Under Plan	30,641,401
Shares Outstanding Under Plan	1,924,526
Shares Remaining Under Plan	28,716,875
2020 Management Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Authorized Under Plan	33,426,983
Shares Outstanding Under Plan	33,426,983
Shares Remaining Under Plan	0

Employee Benefit Plans - Summary of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 42,713	$ 1,977
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	3,694	1,977
RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	14,052	0
PRSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 24,967	$ 0

Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in Black-Scholes Model to Measure Warrants Payable (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility	37.74%	29.63%
Expected term	6 years 21 days	6 years 3 months 18 days
Risk-free interest rate	1.06%	1.47%
Common Stock Purchase Warrants [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price			$ 30.14
Strike Price			$ 1.04
Expected volatility			56.00%
Expected term			7 days
Risk-free interest rate			0.09%
Discount factor			13.00%

Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Earnings Per Share [Abstract]

Net loss

$ (48,417)

$ (28,162)

Net income (loss) attributable to common stockholders

$ (48,417)

$ (28,162)

Basic and diluted weighted average number of common shares and common share equivalents outstanding

^[1]

376,170,545

88,330,996

Net loss per share attributable to common stockholders basic and diluted

^[1]

$ (0.13)

$ (0.32)

[1]

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	$ 1,092,145	$ 408,118
Settlements	(1,092,145)
Total realized losses (gains)		8,757
Ending balance	0	416,875
Convertible Securities [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	949,553	251,885
Settlements	(949,553)
Total realized losses (gains)		20,816
Ending balance	0	272,701
Derivative Liabilities [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	44,810	138,561
Settlements	(44,810)
Total realized losses (gains)		(14,232)
Ending balance	0	124,329
Warrants Payable [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	97,782	17,672
Settlements	(97,782)
Total realized losses (gains)		2,173
Ending balance	$ 0	$ 19,845

Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Parenthetical) (Details)		1 Months Ended
	Jan. 07, 2021	Jan. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock. conversion basis		2.0681
Class B Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock. conversion basis	2.0681

Derivative Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Instruments And Hedges Liabilities [Abstract]

Derivative Liabilities

11. Derivative liabilities

In connection with the $373.8 million of convertible securities issued in 2019, the Corporation determined that certain of the conversion and redemption features were embedded derivatives and were bifurcated from the host instrument and accounted for as embedded derivative instruments. In connection with the convertible securities, the Corporation recognized a capital contribution of $44.8 million during the three months ended March 31, 2021. This capital contribution of $44.8 million was recorded as an increase in additional paid in capital as the notes were issued to affiliates of the Corporation. The Corporation recognized a gain of $14.2 million from activity related to derivative liabilities in connection with the convertible securities during the three months ended March 31, 2020, which was recognized in gain on derivative in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Upon the completion of the Business Combination with SCH on January 7, 2021, the derivative balance was extinguished as of January 7, 2021. See Note 3, "Business combination," Note 5, "Fair value measurements," and Note 9, "Notes and securities payable" for additional information.

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Activity

The maximum number of shares of the Corporation's common stock reserved for issuance over the term of the Plan, shares outstanding, and shares remaining under the Plan, after giving effect to the Exchange Ratio, as of March 31, 2021 and December 31, 2020 were as follows:


March 31, 2021	Shares Authorized Under Plan		Shares Outstanding Under Plan		Shares Remaining Under Plan
2014 Plan		54,402,264		46,231,470	N/A
2020 Plan		30,641,401		1,924,526		28,716,875
2020 Management Incentive Plan		33,426,983		33,426,983		—

December 31, 2020	Shares Authorized Under Plan		Shares Outstanding Under Plan		Shares Remaining Under Plan
2014 Plan		54,402,264		36,557,759		17,844,505

Summary of Stock-Based Compensation Cost

Compensation cost presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:


Three Months Ended March 31,	2021		2020
	(in thousands)
Stock options	$	3,694	$	1,977
RSUs		14,052		—
PRSUs		24,967		—
Total compensation cost recognized for stock-based compensation plans	$	42,713	$	1,977

Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis


Three Months Ended March 31, 2021	2021			2020
Weighted-average risk-free interest rate		1.06	%		1.47	%
Expected term (in years)		6.06			6.30
Expected volatility		37.74	%		29.63	%
Expected dividend yield		—	%		—	%

Summary of Stock Option Activity

A summary of option activity under the 2020 Plan during the three months ended March 31, 2021 is as follows:


	Number of options			Weighted-average exercise price
Outstanding, January 1, 2021		—		$	-
Granted during 2021		1,937,968			8.88
Exercised		—			—
Forfeited		(13,442	)		8.88
Outstanding, March 31, 2021		1,924,526		$	8.87

A summary of option activity under the 2014 Plan during the three months ended March 31, 2021 is as follows:


	Number of options			Weighted-average exercise price
Outstanding, January 1, 2021		36,513,193		$	2.26
Granted during 2021		—			—
Exercised		(761,480	)		1.63
Forfeited		(267,115	)		2.43
Outstanding, March 31, 2021		35,484,598		$	2.27

Summary of Total RSU activity

A summary of total RSU activity for the three months ended March 31, 2021 is presented below:


Three Months Ended March 31, 2021
Granted	16,844,216
Exercised	(95,834	)
Outstanding, March 31, 2021	16,748,382

Summary of Weighted Average Grant Date Fair Value of Performance Restricted Stock Units


Three Months Ended March 31, 2021
Expected volatility (1)	40.70	%
Risk-free interest rate (2)	0.50	%
Dividend yield (3)	0.00	%

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Corporation'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 Corporation does not anticipate paying dividends.

Summary of Total Performance Restricted Stock Units

A summary of total PRSU activity for the three months ended March 31, 2021 is presented below:


Three Months Ended March 31, 2021
Granted		27,460,364
Non-vested at March 31, 2021		27,460,364

Summary of Warrant Activity

A summary of activity relating to the warrants of the service providers during the three months ended March 31, 2021 and 2020, respectively, is as follows:


	Number of warrants			Weighted-average exercise price
Outstanding, December 31, 2019		261,681		$	3.00
Granted during 2020		—			—
Exercised		—			—
Forfeited		—			—
Outstanding, March 31, 2020		261,681		$	3.00
Outstanding, December 31, 2020		261,681		$	3.00
Granted during 2021		—			—
Exercised		(261,681	)		3.00
Forfeited		—			—
Outstanding, March 31, 2021		—		$	—

Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule Of Investments [Line Items]
Amortized cost	$ 695
Fair value	703
Fair value	34,798	$ 53,963
Amortized cost	36,977	54,647
Gross unrealized gains	44	94
Gross unrealized losses	(519)	(41)
Fair value	36,502	54,700
U.S. government and government agencies and authorities \| Investment securities, held-to-maturity
Schedule Of Investments [Line Items]
Amortized cost	695	694
Gross unrealized gains	21	43
Gross unrealized losses	(13)
Fair value	703	737
U.S. government and government agencies and authorities \| Investment securities, available-for-sale
Schedule Of Investments [Line Items]
Amortized cost	36,282	53,953
Gross unrealized gains	23	51
Gross unrealized losses	(506)	(41)
Fair value	$ 35,799	$ 53,963