0001193125-21-194275 | POS AM | XBRL Viewer | Clover Health Investments Corp DE

Premium deficiency reserve (benefit) expense

38,606

28,483

120,444

94,757

(4,282)

(17,128)

7,523

Depreciation and amortization

160

122

555

551

Other expense

191

363

Total operating expenses

319,413

192,135

765,595

645,465

Loss from operations

(119,088)

(26,630)

(92,707)

(183,199)

Change in fair value of warrants payable

(85,506)

2,237

80,328

2,909

Interest expense

1,175

7,815

35,990

23,155

Amortization of notes and securities discounts

13,660

5,712

21,118

15,913

(Gain) loss on derivative

(14,232)

(93,751)

138,561

Net loss per share attributable to common stockholders basic and diluted

$ (48,417)

$ (28,162)

$ (136,392)

$ (363,737)

Per share data:

$ (0.13)

$ (0.32)

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

376,170,545

^[2]

88,330,996

^[2]

88,691,582

87,829,419

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

$ (493)

$ 1,723

$ (36)

$ 46

Comprehensive loss

$ (48,910)

$ (26,439)

$ (136,428)

$ (363,691)

Reverse Capitalization [Member]

Per share data:

Net loss per share attributable to common stockholders basic and diluted

$ (1.54)

$ (4.14)

[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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 07, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Net of ceded premiums		$ 124	$ 129	$ 599	$ 832
Class B Common Stock
Common Stock Exchange Ratio	2.0681%

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Convertible Preferred stock

Common Stock

Class B Common Stock

Common Stock

Class A Common Stock

Additional Paid-in Capital

Reverse Capitalization [Member]

Accumulated deficit

Accumulated other comprehensive income (loss)

Noncontrolling interest

Previously Reported [Member]

Convertible Preferred stock

Previously Reported [Member]

Common Stock

Previously Reported [Member]

Additional Paid-in Capital

Reverse Capitalization [Member]

Previously Reported [Member]

Accumulated deficit

Previously Reported [Member]

Accumulated other comprehensive income (loss)

Previously Reported [Member]

Noncontrolling interest

Revision of Prior Period, Reclassification, Adjustment [Member]

Convertible Preferred stock

Revision of Prior Period, Reclassification, Adjustment [Member]

Common Stock

Revision of Prior Period, Reclassification, Adjustment [Member]

Additional Paid-in Capital

Reverse Capitalization [Member]

Revision of Prior Period, Reclassification, Adjustment [Member]

Accumulated deficit

Revision of Prior Period, Reclassification, Adjustment [Member]

Accumulated other comprehensive income (loss)

Revision of Prior Period, Reclassification, Adjustment [Member]

Noncontrolling interest

Balance at Dec. 31, 2018

$ (502,574)

$ 447,747

$ 9

$ 25,313

$ (527,896)

$ 0

$ 5

$ (5)

$ 0

$ (502,574)

$ 447,747

$ 4

$ 25,318

$ (527,896)

$ 0

Balance (in shares) at Dec. 31, 2018

139,444,346

87,362,592

72,017,208

45,119,147

67,427,138

42,243,445

Stock issuance for exercise of stock options, net of early exercise liability

$ 601

$ 0

601

Stock issuance for exercise of stock options, net of early exercise liability (in shares)

916,527

443,179

Retroactive application of reverse capitalization

473,348

Unrealized holdings gain on investment securities, available-for-sale

$ 3,301

$ 0

3,301

Beneficial conversion feature

373,826

Convertible debt conversion and other issuances

373,800

Balance (in shares) at Dec. 31, 2019

(363,737)

Balance at Dec. 31, 2019

(488,537)

$ 447,747

$ 9

$ 4

$ 0

$ 403,046

403,041

(891,633)

$ 0

$ 5

(5)

$ 0

(488,537)

$ 447,747

$ 4

403,046

(891,633)

139,444,346

^[1]

88,279,119

^[1]

72,017,208

45,592,495

67,427,138

42,686,624

Stock issuance for exercise of stock options, net of early exercise liability

155

$ 0

155

Stock issuance for exercise of stock options, net of early exercise liability (in shares)

^[1]

74,587

^[1]

Unrealized holdings gain on investment securities, available-for-sale

1,977

$ 0

1,977

1,723

Beneficial conversion feature

Interests issued

3,903

Balance (in shares) at Mar. 31, 2020

(28,162)

Balance at Mar. 31, 2020

(508,941)

$ 447,747

$ 4

$ 0

405,178

(919,795)

1,769

3,903

139,444,346

^[1]

88,353,707

^[1]

Balance at Dec. 31, 2019

(488,537)

$ 447,747

$ 9

$ 4

$ 0

403,046

403,041

(891,633)

$ 0

$ 5

$ (5)

$ 0

$ (488,537)

$ 447,747

$ 4

$ 403,046

$ (891,633)

$ 46

$ 0

Balance (in shares) at Dec. 31, 2019

139,444,346

^[1]

88,279,119

^[1]

72,017,208

45,592,495

67,427,138

42,686,624

Stock issuance for exercise of stock options, net of early exercise liability

$ 1,748

$ 0

1,748

Stock issuance for exercise of stock options, net of early exercise liability (in shares)

1,297,977

627,626

Retroactive application of reverse capitalization

670,351

Buyback and subsequent cancellation of common shares, Value

$ 7,078

$ 0

7,078

(957)

Buyback and subsequent cancellation of common shares, shares

(179,312)

Retroactive application of reverse capitalization

(191,518)

Unrealized holdings gain on investment securities, available-for-sale

(36)

Interests issued

3,903

Balance (in shares) at Dec. 31, 2020

(136,392)

Balance at Dec. 31, 2020

(613,193)

$ 447,747

$ 9

$ 4

$ 0

411,872

$ 411,867

(1,028,982)

3,903

139,444,346

^[1]

89,206,266

^[1]

Stock issuance for exercise of stock options, net of early exercise liability

1,282

$ 0

1,282

Stock issuance for exercise of stock options, net of early exercise liability (in shares)

^[1]

761,480

Unrealized holdings gain on investment securities, available-for-sale

42,713

$ 0

42,713

(493)

Preferred stock conversion

447,747

$ (447,747)

$ 14

$ 0

447,733

Preferred stock conversion (in shares)

(139,444,346)

^[1]

139,444,346

^[1]

Common stock issued related to warrants exercised

97,782

$ 0

$ 1

$ 0

97,781

Common stock issued related to warrants exercised (in shares)

^[1]

7,205,490

^[1]

Convertible debt conversion and other issuances

16,059

$ 0

$ 7

$ 0

16,052

Convertible debt conversion and other issuances (in shares)

^[1]

75,084,703

^[1]

Issuance of Common Stock in connection with Business Combination and PIPE offering

666,242

$ 0

$ 15

666,227

Issuance of Common Stock in connection with Business Combination and PIPE offering (in shares)

^[1]

(49,975,104)

^[1]

146,373,904

Conversion from Class B Common Stock to Class A Common Stock (in shares)

^[1]

(1,143,863)

^[1]

1,143,863

Capital contribution for extinguishment of debt

126,795

$ 0

126,795

Acquisition of Public and Private Placement Warrants

(147,582)

Balance (in shares) at Mar. 31, 2021

(48,417)

Balance at Mar. 31, 2021

$ 588,935

$ 0

$ 26

$ 15

$ 1,662,873

$ (1,077,399)

$ (483)

$ 3,903

^[1]

259,821,838

^[1]

148,279,247

[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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (48,417)	$ (28,162)	$ (136,392)	$ (363,737)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	160	122	555	551
Amortization of notes and securities discounts	13,654	5,678	21,084	15,807
Loss on disposal of property and equipment			0	23
Stock-based compensation expense	42,713	1,977	7,078	3,301
Paid in kind interest	0	5,001	28,334	11,633
Change in fair value of warrants payable	(85,543)	2,173	80,110	2,836
Change in derivative liabilities	0	(14,232)	(93,751)	138,561
Accretion, net of amortization	52	(369)	(195)	(2,857)
Net realized losses (gains) on investment securities	75	(35)	(1,114)	(107)
Amortization of warrants	38	64	218	73
Amortization of debt issuance costs	6	34	34	506
Asset impairment charges	0		0	1,632
Changes in operating assets and liabilities:
Accrued retrospective premiums	(19,350)	(14,344)	(21,604)	7,546
Other receivables	(7,843)	(865)	(5,865)	4,115
Reinsurance recoverable			481	63,610
Other assets	(12,931)	(591)	(5,470)	(274)
Healthcare receivables	8,520	762	(12,926)	(14,511)
Operating lease right-of-use assets	881	797	3,257	(11,933)
Unpaid claims	13,606	12,467	26,090	23,882
Accounts payable and accrued expenses	(4,502)	(4,820)	10,845	6,298
Accrued salaries and benefits	6,874	271	186	(2,235)
Premium deficiency reserve	0	(4,282)	(17,128)	7,523
Reinsurance premium payable			0	(64,414)
Deferred rent			0	(2,677)
Other liabilities	151	2,066	1,378	168
Operating lease liabilities	(1,013)	(888)	(3,703)	14,805
Net cash used in operating activities	(92,869)	(37,176)	(118,498)	(159,875)
Cash Flows from Investing Activities:
Purchases of available-for-sale securities	(274,909)	(19,326)	(174,318)	(505,545)
Proceeds from sales of available-for-sale securities	17,267	69,977	248,664	269,205
Proceeds from maturities of available-for-sale securities	265	32,101	63,751	46,415
Proceeds from maturities of held-to-maturity securities			0	9,220
Acquisition of business, net of cash acquired			0	(1,180)
Purchases of property and equipment	(99)	(242)	(693)	(23)
Net cash (used in) provided by investing activities	(257,476)	82,510	137,404	(181,908)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible securities			20,000	343,410
Deferred financing costs			(98)	(363)
Payment of notes payable principal	(5,020)	(4,496)	(18,752)	(9,670)
Issuance of common stock, net of early exercise liability	1,282	155	1,748	601
Proceeds from reverse capitalization, net of transaction costs	666,242	0
Acquisition of noncontrolling interest	0	3,903
Buyback and subsequent cancellation of common stock			(957)	0
Issuance of noncontrolling interest			3,903	0
Net cash provided by (used in) financing activities	662,504	(438)	5,844	333,978
Net increase in cash and cash equivalents	312,159	44,896	24,750	(7,805)
Cash and cash equivalents, beginning of period	92,348	67,598	67,598	75,403
Cash and cash equivalents, end of period	404,507	112,494	92,348	67,598
Supplemental cash flow disclosures
Cash paid during the period for interest	812	1,306	4,578	6,257
Cash paid during the year for health insurance industry fee			8,022	0
Supplemental disclosure of non-cash investing and financing activities
Conversion of preferred stock to common stock	447,747	0
Issuance of common stock related to convertible debt	16,059	0
Capital contribution for extinguishment of debt	126,795	0
Issuance of common stock related to warrants exercised	97,782	0
Acquisition of Public and Private Warrants	147,582	0
Fair value of warrants issued in connection with notes payable			0	17,672
Settlement of bridge loan in connection with convertible securities			0	30,416
Right-of-use assets obtained in exchange for lease liabilities	$ 101	$ 0	$ 42	$ 459

Organization and operations

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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-

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.

1. Organization and operations

Clover Health Investments, Corp., incorporated on July 17, 2014 in the state of Delaware, together with its affiliates and subsidiaries (collectively, the “Corporation” or “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 PPO and HMO health plans, respectively. 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 combines technology, data analytics and preventive care to lower costs and increase the quality of health and life of its members. 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 members and drive down costs. Clover provides 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 keeping

out-of-pocket

costs for its members to a minimum and allows members to pay the same low cost-sharing regardless of whether their doctor is

in-

out-of-network.

On October 5, 2020, Clover entered into a Merger Agreement (“Merger Agreement”) with Social Capital Hedosophia Holdings Corp. III (“SCH”), a special purpose acquisition company (“SPAC”). The Business Combination is accounted for as a reverse capitalization in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Under the guidance in Accounting Standards Codification (“ASC”) 805, Clover Health Investments, Corp. is treated as the “acquirer” for financial reporting purposes. The Corporation is deemed the accounting predecessor of the combined business, and the parent company of the combined business is the successor SEC registrant, meaning that the Corporation’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. As a result of the merger event, there were simultaneous changes to the Corporation’s convertible securities agreement and certain of the warrant agreements. See Note 13 “Notes and securities payable,” and Note 14 “Warrants payable,” for additional information regarding these changes to the respective agreements. See also Note 26 “Subsequent events,” for additional information related to the merger event.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

2. Summary of significant accounting policies

Basis of presentation

The Corporation has prepared these Consolidated Financial Statements in accordance with U.S. GAAP, which differs materially from the statutory accounting practices prescribed by various insurance regulatory authorities. The Consolidated Financial Statements include the accounts of the Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidating these financial statements.

Use of estimates

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

The areas involving the most significant use of estimates are the amounts incurred but not reported (“IBNR”) claims, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools. 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. The assumptions and estimates are based on the Corporation’s knowledge of current events and anticipated future events; however, actual results may differ from the amounts recorded in the Consolidated Financial Statements, and the Corporation would incur a charge to operations in the period in which it determines a shortfall exists. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of investment securities, goodwill and other intangible assets, warrants, the embedded derivative related to the convertible securities, and stock-based compensation.

Reclassifications

Certain amounts in the prior years’ Consolidated Statements of Cash Flows have been reclassified to conform to the current year’s presentation, primarily related to the amortization of warrants, amortization of debt issuance costs, and paid in kind interest. These reclassifications had no effect on the previously reported Consolidated Financial Statements.

Segment information

The Corporation’s chief operating decision maker is the Chief Executive Officer. The chief operating decision maker manages operations, allocates resources, and evaluates financial performance on a company-wide basis. The Corporation operates in one reporting segment.

COVID-19

The temporary deferral of

non-essential

care resulting from

stay-at-home

and physical distancing orders and other restrictions on movement and economic activity implemented throughout the country beginning in the second half of March 2020 to reduce the spread of the novel coronavirus

(“COVID-19”)

has impacted the Corporation’s business. Beginning in late March 2020 and trending throughout 2020, utilization of healthcare services began to experience reductions as a result of the

stay-at-home

orders and the closure of certain provider facilities, with some recovery in utilization taking place during times of more eased restrictions. The impact of the deferral of

non-essential

care was partially offset by additional costs incurred as a result of care for those members who have contracted

COVID-19

as well as costs incurred for efforts related to the Corporation’s pandemic response efforts.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments.

At December 31, 2020 and 2019, the Corporation had cash and cash equivalents at financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal.

Investment securities

Short-term investments

Short-term investments consist of investments which the Corporation expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying value of these instruments approximate their respective fair value due to the short-term maturity of these investments.

Investment securities,

available-for-sale

Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Corporation purchases with the intent and ability to sell before maturity, are classified as

available-for-sale

financial assets. The Corporation’s

available-for-sale

investments are U.S. Treasury fixed maturity securities.

Available-for-sale

investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive income, net of applicable income taxes, until realized from a sale or other-than-temporary impairment.

Investment securities,

held-to-maturity

Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Corporation has a positive intent and ability to hold to maturity, are classified as

held-to-maturity

financial assets. The Corporation’s

held-to-maturity

investments are comprised of U.S. Treasury fixed maturity securities. Subsequent to initial measurement,

held-to-maturity

investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized.

Other-than-temporary impairment

The Corporation has a process in place to identify securities that could potentially have an impairment that is other-than-temporary. This process involves monitoring market events that could impact issuers’ credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Corporation considers relevant facts and circumstances in evaluating whether the impairment of a security is other-than-temporary. Relevant facts and circumstances considered include (1) the length of time and extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically to the financial condition of the issuer or related to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, (6) the volatility of the fair value changes, and (7) changes in fair value of the security after the balance sheet date and whether it is more likely than not that the Corporation will not be required to sell the security until maturity or until it recovers in value. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if an impairment is other-than-temporary. These risks and uncertainties include (1) the risk that management’s assessment of an issuer’s ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent financial statements could be provided to the Corporation’s management to determine the fair value estimates and other-than-temporary impairments, and (4) the risk that new information obtained by the Corporation, or changes in other facts and circumstances lead the Corporation to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period.

For a debt security in an unrealized loss position that the Corporation has the intent to sell, or it is more likely than not that the Corporation will have to sell the debt security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to other-than-temporary impairment losses, recognized in investment income, net in the Consolidated Statements of Operations and Comprehensive Loss.

For impaired debt securities that the Corporation does not intend to sell or it is more likely than not that it will not have to sell such securities, but the Corporation expects that it will not fully recover the amortized cost basis, the credit component of the other-than-temporary impairment is recognized in other-than-temporary impairment losses, recognized in investment income, net in the Consolidated Statements of Operations and Comprehensive Loss, and the

non-credit

component of the other-than-temporary impairment is recognized in other comprehensive income.

Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Corporation reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2020 and 2019, respectively, there has been no impairment loss reported.

Allowance for uncollectible receivables

The Corporation assesses outstanding receivables at each period for collection risk. The majority of collections are from the Center for Medicare and Medicaid Services (“CMS”), a United States government entity that presents very limited credit risk.

Investment income, net

Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and other-than-temporary impairment. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis.

Fair value measurements

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs.

To determine the fair value of its investments, the Corporation utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased.

Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Corporation would use in pricing the Corporation’s assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Corporation are traded.

The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below:

Level

– Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis;

Level

– Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level

3 –

Valuations are based on techniques that use significant inputs that are unobservable and reflect management’s best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Corporation considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. Clover obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds.

Fair values of warrants and derivative liabilities related to convertible securities are estimated using a probability-weighted expected return method, where the values of various instruments are estimated based on an analysis of future values for the Corporation, assuming various future outcomes. The resulting instruments’ values are based upon the probability-weighted present value of expected future investment returns, considering each of the possible future outcomes available to the Corporation, as well as the economic benefits attributable to each class of instruments. The expected future investment returns are estimated using a variety of methodologies, including both the market approach and the income approach, where an observable quoted market does not exist, and are generally classified as Level 3. Such methodologies include reviewing values ascribed to the most recent financing by the Corporation, comparing the subject instrument with similar instruments of publicly traded companies in similar lines of business, and reviewing the underlying financial performance of the Corporation and subject instrument, including estimating discounted cash flows. To estimate the fair value attributable to the derivative liabilities, the with and without approach is used. An evaluation of multiple scenarios for future payoffs for the underlying convertible securities is performed using option pricing models, and probability-weighted average value indications are used to arrive at the estimated fair values.

Concentrations of credit risk

Financial instruments that potentially subject the Corporation to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances.

The ceding of insurance does not legally discharge the Corporation from its primary liability for the full amount of the policy coverage, and therefore the Corporation will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Corporation evaluates the financial condition of its reinsurers and monitors concentrations of credit risk.

Acquisition costs

Acquisition costs that vary with and are directly related to the acquisition of new and renewal business, including commissions, are deferred and subsequently amortized. Deferred acquisition costs are recorded as other assets on the Consolidated Balance Sheets 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 Consolidated Statements of Operations and Comprehensive Loss.

Property and equipment, net

Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three to seven years. Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. Repairs and maintenance costs are expensed as incurred. Costs related to the development of

internal-use

software that do not meet capitalization criteria are expensed as incurred. Gains and losses on sales or disposals of property and equipment are included in other income (loss).

Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset.

Goodwill and other intangible assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics.

Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was no impairment of goodwill during the years ended December 31, 2020 and 2019, respectively.

Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Corporation may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Corporation will test for impairment using a quantitative process. If the Corporation determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of the Corporation and the resulting cash flows. As of December 31, 2020 and 2019, respectively, there were no circumstances that indicate that the carrying amount of intangible assets deemed to have an indefinite useful life may not be recoverable.

Reinsurance

In the normal course of business, the Corporation seeks to reduce losses by reinsuring certain levels of risk in areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. To minimize exposure to losses related to a reinsurer’s inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of a reinsurer, the collectability of the reinsurance recoverable is evaluated based upon a number of factors. Such factors include the amounts outstanding, length of collection periods, disputes, any collateral or letters of credit held and other relevant factors. To the extent that an allowance for uncollectible reinsurance recoverable is established, amounts deemed to be uncollectible would be written off against the allowance for estimated uncollectible reinsurance recoverable. The Corporation had no allowances for uncollectible reinsurance recoverable as of December 31, 2020 and 2019, respectively. Amounts recoverable from reinsurers are estimated in a manner consistent with the liability associated with the reinsured business and consistent with the terms of the underlying contracts. Although reinsurance agreements contractually obligate reinsurers to reimburse the Corporation for their share of losses, they do not discharge the primary liability of the Corporation. The Corporation remains liable for unpaid claims and claims adjustment expenses associated with ceded insured risks in the event the assuming reinsurers fail to meet their contractual obligations. The costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contracts.

Unpaid claims

Unpaid claims and unpaid claims adjustment expenses include reported claims and IBNR, as well as the estimated expense of processing these claims. Management develops an estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience.

Although there is considerable variability in such estimates, management believes that the unpaid claims and unpaid claims adjustment expense liability is adequate and represents management’s best estimate of the ultimate cost of all reported and unreported claims incurred through the balance sheet date. The estimates are continually reviewed and adjusted as experience develops or new information becomes known. Changes in estimates are reflected in current consolidated operating results.

Liabilities for both reported claims and IBNR not yet processed through the Corporation’s systems are determined in the aggregate, employing actuarial methods that are commonly used by health insurance actuaries and meet Actuarial Standards of Practice. Actuarial Standards of Practice require that the claim liabilities be appropriate under moderately adverse circumstances. Clover determines the amount of the liability for incurred but not paid claims by following a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project the best estimate of claim liabilities. Under this process, historical paid claims data is formatted into “claim triangles,” which compare claim incurred dates to the dates of claim payments. This information is analyzed to create “completion factors” that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Completion factors are applied to claims paid through the

period-end

date to estimate the ultimate claim expense incurred for the period. Actuarial estimates of incurred but not paid claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. The Corporation’s reserving practice is to consistently recognize an actuarial best estimate inclusive of a provision for moderately adverse conditions. This provision is reported as part of incurred claims.

Medical claims incurred

The Corporation recognizes the cost of medical claims in the period in which services are provided, including an estimate of the cost of medical claims IBNR. Medical claim expense reported in the Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses.

Direct medical expenses include amounts paid or payable to hospitals, physicians, pharmacy benefit managers, providers of ancillary services, mandatory supplemental benefits, and is inclusive of the medical expense related to the Corporation’s employed clinicians providing

in-home

care. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, which are estimated based on historical utilization of specific pharmaceuticals, current utilization and contract terms. Pharmacy rebates earned but not yet received from pharmaceutical manufacturers are included in healthcare receivable in the Consolidated Balance Sheets. Overpayments to providers are recognized as a contra medical expense and reported as other receivables in the Consolidated Balance Sheets.

Premium deficiency reserve

A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Corporation’s Medicare Advantage and Medicare Advantage Part D (“MAPD”) business.

Management reassesses the profitability of contracts for providing insurance coverage to members when operating results or forecasts indicate probable future losses. Management establishes a premium deficiency reserve in current operations to the extent that the sum of expected future costs, claim adjustment expenses, and maintenance costs exceeds related future premiums under contracts without consideration of investment income.

For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts.

Losses recognized as a premium deficiency are recorded in the period in which such losses were identified and reflected in the Consolidated Statements of Operations and Comprehensive Loss. Losses recognized as a premium deficiency result in a beneficial effect in subsequent periods as operating losses under these contracts are charged to the liability previously established.

The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (the “Health Care Reform Law”) enacted significant reforms to various aspects of the U.S. health insurance industry. As part of the Health Care Reform Law insurance industry assessments were established, including an annual health insurance industry fee (“HIF”), which became effective in 2014. The HIF was applicable in 2018, suspended in 2019, and resumed for calendar year 2020. The HIF is not deductible for income tax purposes. The 2019 premium deficiency reserve is inclusive of the 2020 HIF. The Corporation estimates a liability for the HIF and records it in full once qualifying insurance coverage is provided in the applicable calendar year in which the fee is payable, with a corresponding deferred cost that is amortized ratably to expense over the same calendar year. The deferred cost is recorded in other assets on the Consolidated Balance Sheets. The Corporation paid the federal government approximately $8.0 million for the HIF in 2020, which is reflected in the Consolidated Statements of Operations and Comprehensive Loss.

Notes and securities payable

Debt issuance costs

Costs incurred in connection with Corporation’s debt financings are capitalized and amortized to interest expense over the life of the related debt using the effective interest method. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts.

Non-convertible

notes

The Corporation records the

non-convertible

notes at carrying value, net of discounts on the Consolidated Balance Sheets.

Convertible securities

The Corporation accounts for convertible securities in accordance with the accounting guidance for debt with conversion and other options, after determining whether embedded conversion options should be bifurcated from their host instruments.

Conversion options that are not bifurcated as a derivative and not accounted for as a separate equity component are evaluated to determine whether they are beneficial to the investor at inception, a beneficial conversion feature (“BCF”), or may become beneficial in the future due to potential adjustments. A BCF is defined as a nondetachable conversion feature that is in the money at the commitment date and the applicable accounting guidance requires recognition of the conversion option’s intrinsic value in equity, with an offsetting reduction to the carrying amount of the instrument. The Corporation accretes the resulting discount using the effective interest method over the life of the instrument.

The Corporation records, as applicable, discounts to convertible securities for the intrinsic value of conversion options embedded in debt instruments. Discounts on the debt are amortized over the term of the notes, using the effective interest method.

Convertible securities are recorded at carrying value, net of discounts on the Consolidated Balance Sheets. The fair value of convertible securities is calculated for the purposes of determining the fair value of the related derivative liabilities.

Warrants payable

For warrants issued in connection with notes payable, the Corporation determines whether the warrants are considered freestanding instruments. The warrants are considered to be freestanding instruments if they meet either of the following conditions: (1) they are entered into separately and apart from any of the Corporation’s other financial instruments or equity transactions or (2) they are entered into in conjunction with some other transaction and are legally detachable and separately exercisable. The Corporation considers its warrants to be legally detachable and separately exercisable from the simultaneous notes payable transactions they were issued with, and therefore accounts for them separately.

To determine the balance sheet classification for these warrants, the Corporation evaluates whether they qualify as liabilities per the debt accounting guidance. Financial instruments that do not qualify as liabilities under the debt accounting guidance may still be classified as liabilities if they do not meet the derivative guidance requirements for equity classification. Changes in the fair value of the warrant liability are recognized as changes in fair value of warrants in the Consolidated Statements of Operations and Comprehensive Loss.

Derivative liabilities

The Corporation evaluates the embedded features of its convertible securities by applying the derivatives accounting guidance. Derivatives embedded within

non-derivative

instruments, such as convertible securities, are bifurcated from the host instrument when the embedded derivative is not clearly and closely related to the host instrument. The Corporation’s embedded derivatives associated with its convertible securities are recognized as derivative liabilities and recorded at fair value.

Revenue recognition

Premiums earned, net

Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and any adjustments to recognize rebates under the minimum benefit ratios required under the Health Care Reform Law. Premiums received in advance of the service period are reported as other liabilities on the Consolidated Balance Sheets and recognized as revenue when earned.

Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Corporation’s enrollees are estimated and included in revenue for the period including the member months for which the payment is designated by CMS.

CMS uses a risk-adjustment model which adjusts premiums paid to MA contracts, based on risk scores that are compared with the overall average risk scores for the relevant state and market pool. Generally, if a risk score is below the average risk score the Corporation is required to make a risk adjustment payment into the risk pool, and if a risk score is above the average risk score the Corporation receives a risk adjustment payment from the risk pool. Risk adjustments can have a positive or negative retroactive impact to rates. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby prospective payments are based on the Corporation’s estimated cost of providing standard Medicare-covered benefits to a member with an average risk profile. That baseline payment amount is adjusted to reflect the health status of enrolled membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information to CMS within prescribed deadlines. Estimated audit settlements are recorded as a reduction of premiums revenue in the Corporation’s Consolidated Statements of Operations and Comprehensive Loss, based upon available information.

Retrospective premiums involve the evaluation of past claims experience for the purpose of determining the actual cost of providing insurance for the customer. This evaluation is performed once every year and retrospective premiums are recognized in the year earned.

MAPD revenue

Payments received from CMS and members from Clover’s participation in the MAPD program are determined from the Corporation’s annual bid and represent amounts for providing prescription drug insurance coverage and are recognized as premium revenue ratably over the term of the annual contract. Such CMS payments are subject to risk sharing through risk corridor provisions. The risk corridor provisions compare costs targeted in bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to the Corporation or require the Corporation to refund to CMS a portion of the premiums received. As risk corridor provisions are considered in the overall annual bid process, management estimates and recognizes an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. Management records a receivable or payable at the contract level on the Consolidated Balance Sheets.

Reinsurance and

low-income

cost subsidies represent funding from CMS in connection with the MAPD program for which Clover assumes no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member’s

out-of-pocket

threshold, or the catastrophic coverage level.

Low-income

cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and

co-payment

amounts above the

out-of-pocket

threshold for

low-income

beneficiaries.

Payments from CMS for reinsurance and

low-income

cost subsidies are based on assumptions submitted with the annual bid. A reconciliation and related settlement of CMS’s prospective subsidies against actual prescription drug costs paid is made after the end of the year. Consumer discounts of 50% on brand name prescription drugs for participants in the coverage gap are funded by CMS and pharmaceutical manufacturers. The Corporation accounts for these subsidies and discounts in other assets in the Consolidated Balance Sheets and as an operating activity in the Consolidated Statements of Cash Flows. The Corporation does not recognize premiums revenue or claim expenses for these subsidies or discounts.

Leases

At the inception of an arrangement, the Corporation determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Corporation’s control over the use of that identified asset. The Corporation does not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as

right-of-use

(“ROU”) assets and lease liabilities. The Corporation has sublease arrangements and recognizes sublease income from leasing excess space. Sublease income is recognized on a straight-line basis over the sublease term. As of December 31, 2020 and 2019, respectively, the Corporation does not have any financing leases.

Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. As of December 31, 2020 and 2019, respectively, the Corporation has not included optional extension periods in the measurement of its leases as they are not reasonably certain of exercise. The Corporation monitors its plans to renew its material leases on a quarterly basis.

Where the rates implicit in the Corporation’s leases are not readily determinable, the Corporation utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment over the lease term. Historically, the rate implicit in the leases has not been readily determinable and the appropriate incremental borrowing rate has been utilized. To estimate the appropriate incremental borrowing rate, a credit rating applicable to the Corporation is estimated using a synthetic credit rating analysis since the Corporation does not currently have a rating agency-based credit rating.

Components of a lease are split into three categories: lease components,

non-lease

components, and

non-components.

The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

are allocated, based on the respective relative fair values, to the lease components and

non-lease

components. The Corporation has elected to account for lease and

non-lease

components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

In determining the classification of a lease as operating or finance, ASC 842,

Leases

, allows for the use of judgment in determining whether the assumed lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Corporation applies the bright line thresholds referenced in the lease guidance of 75 percent to represent “a major part” and 90 percent to represent “substantially all” as allowed in ASC 842 in evaluating leases for appropriate classification. These are applied consistently to the Corporation’s entire portfolio of leases.

Stock-based compensation

The Corporation accounts for all stock-based payment awards granted to employees and

non-employees

as stock-based compensation expense at fair value. The Corporation’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The measurement date for

non-employee

awards is the date of grant without changes in the fair value of the award. Stock-based compensation costs for

non-employees

are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified in the accompanying Consolidated Statements of Operations and Comprehensive Loss in salaries and benefits. The Corporation recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. As of December 31, 2020, the Corporation is a private entity and lacks entity-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Corporation’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Corporation has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

For warrants issued to

non-employees

as payments for services, the Corporation considers the warrants to be in scope of stock-based compensation guidance to

non-employees.

To determine whether the warrants should be classified as liabilities or equity awards, the Corporation evaluates the criteria for debt accounting guidance because share-based payments classified as liabilities under this guidance would also be classified as liabilities under the stock-based accounting guidance. As these warrants do not meet any of the criteria to be accounted for as debt, they are classified as equity awards. On the grant date, these warrants are measured by estimating the fair value of the equity instruments to be issued. Stock-based compensation expense is recorded for the vested portion of the warrants.

Comprehensive income

Comprehensive income is a measurement of certain changes in stockholders’ deficit that results from transactions and other economic events other than transactions with the stockholders. The cumulative amount of these changes is reported on the Consolidated Balance Sheets.

Contingent liabilities

The Corporation records a provision for a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.

Federal income taxes

The Corporation recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the Consolidated Financial Statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The Corporation also recognizes the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years’ tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates. As of December 31, 2020 and 2019, respectively, sufficient doubt existed over the Corporation’s ability to generate sufficient taxable income to realize its deferred income tax assets, and accordingly, the Corporation has provided a full valuation allowance against its deferred tax assets.

The Corporation records tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability for an uncertain tax position, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. The Corporation did not have any material uncertain tax positions during the years ended December 31, 2020 and 2019, respectively. The Corporation classifies interest and penalties associated with uncertain tax positions in its provision for income taxes. The Corporation did not incur or record any interest and penalties related to uncertain tax positions as of or during the years ended December 31, 2020 and 2019, respectively.

General and administrative expenses

General and administrative expenses include professional service fees, outside legal, tax and accounting service fees, insurance, software application and system expenses, advertising and marketing, lease and occupancy costs and other overhead costs. General and administrative expenses also include claim adjudication and processing costs.

Net loss per share

The Corporation follows the

two-class

method when computing net loss per share as the Corporation has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares.

The Corporation’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Corporation. Accordingly, in periods in which the Corporation reports a net loss attributable to common stockholders, such losses are not allocated to such participating securities.

In periods in which the Corporation reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Corporation reported a net loss attributable to common stockholders for the years ended December 31, 2020 and 2019.

Recent accounting pronouncements

Recently adopted accounting pronouncements

Emerging Growth Company

The Corporation has elected to be treated as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, the Corporation is provided 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 as 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.

Revenue recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09,

Revenue from Contracts with Customers (Topic 606)

, as modified by subsequently issued ASU’s

2015-14,

2016-08,

2016-10,

2016-12

and

2016-20

(collectively, ASU

2014-09).

ASU

2014-09

superseded existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g., an insurance entity’s insurance contracts). The revenue recognition principle in ASU

2014-09

is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of ASU

2014-09

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Leases

In February 2016, the FASB issued ASU

2016-02,

ASC 842, as amended, which superseded the lease accounting requirements in ASC 840 and created ASC 842. The Corporation elected to early adopt ASC 842, using the required modified retrospective approach and utilizing the effective date of January 1, 2019 as its date of initial application.

The Corporation elected the short-term lease expedient for leases with a term of one year or less, which permits a lessee to not recognize lease assets and lease liabilities for those leases. Lessees continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. In addition, the Corporation elected to utilize the package of practical expedients which allowed it to not reassess the following: (i) whether any expired or existing contracts contained leases; (ii) the lease classification for any expired or existing leases; and (iii) the treatment of initial direct costs for any existing leases.

In transition, the Corporation elected to utilize the remaining lease term of its leases, as of the effective date, in determining the appropriate incremental borrowing rate. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense.

The adoption of this standard resulted in the recognition of operating lease ROU assets of approximately $14.3 million and lease liabilities of approximately $17.4 million, on the Corporation’s Consolidated Balance Sheets at adoption relating to its office leases in New Jersey and San Francisco. The difference between the ROU assets and lease liabilities was due to previously recorded net deferred rent liabilities and incentives that were

de-recognized

and reclassified into the ROU assets. The adoption of ASU

2016-02

did not have a material impact on the Corporation’s liquidity or the Consolidated Statements of Operations and Comprehensive Loss.

Statement of cash flows

In August 2016, the FASB issued ASU

2016-15,

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.

This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified. ASU

2016-15

is effective for nonpublic entities in fiscal years beginning after December 15, 2018. The Corporation adopted this ASU effective January 1, 2019. Adoption of ASU

2016-15

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Restricted cash

In November 2016, the FASB issued ASU

2016-18,

Statement of Cash Flows (Topic 230): Restricted Cash

. ASU

2016-18

is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line-item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU

2016-18

is effective for nonpublic entities in fiscal years beginning after December 15, 2018 and is to be applied retrospectively. The Corporation adopted ASU

2016-18

effective January 1, 2019. Adoption of ASU

2016-18

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Fair value measurements

In August 2018, the FASB issued ASU

2018-13,

Changes to Disclosure Requirements for Fair Value Measurements

, which improves the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective 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.

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

available-for-sale

2016-13

is effective for nonpublic entities in fiscal years beginning after December 15, 2022. Early adoption is permitted. The Corporation has evaluated the impact of ASU

2016-13

on the 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

2017-04

is effective for nonpublic entities in fiscal years beginning after December 15, 2021, with early adoption 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 Consolidated Financial Statements.

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, then 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 is currently evaluating the impact of the adoption of ASU

2018-15

on the 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, with early adoption 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 the adoption of ASU

2019-12

on the 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,

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. The Corporation is currently evaluating the impact of the adoption of ASU

2020-06

on the Consolidated Financial Statements.

Business combination

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

6. Acquisition

On February 28, 2019, the Corporation entered into a securities purchase agreement with Censeo Health, LLC to acquire 100% of the outstanding equity interests of Principium Health, LLC (“Principium”) and Medical Service Professionals of NJ, LLC (“MSPNJ”), providers of

in-home

chronic care management services, for a total purchase price of approximately $1.4 million. The goodwill resulting from the transaction that was recorded by the Corporation was approximately $1.2 million.

Reverse Capitalization

12 Months Ended

Dec. 31, 2020

Reverse Capitalization [Abstract]

Reverse capitalization

3. Reverse capitalization

The Corporation entered into the Merger Agreement with SCH, a SPAC, on October 5, 2020. 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 the Corporation. 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 renamed Clover Health Investments, Corp. (the “Business Combination”).

The Business Combination was accounted for as a reverse capitalization in accordance with U.S. GAAP. Under the g

uidance in ASC 805, C

lover Health Investments, Corp. is treated as the “acquirer” for financial reporting purposes. As such, 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 the Clover financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC.

Pursuant to U.S. GAAP, the Corporation retroactively applied the reverse capitalization to our equity structure for the years ended December 31, 2020 and 2019, as summarized below and reflected in the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, and Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit.

Unless otherwise indicated, all of the Corporation’s common stock as well as previously issued stock options presented in the accompanying retroactively revised Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit or in the related notes are presented on an as- or as if-converted basis, converted at the ratio of approximately 2.0681 and presented as shares or awards of our common stock:

Retroactive application of reverse capitalization to Consolidated Balance Sheets


Date	Description	As previously reported		1/7/21 conversion ratio		Reverse capitalized shares
12/31/2019	Convertible preferred shares authorized		75,136,086		2.0681		155,387,025
12/31/2019	Convertible preferred shares issued and outstanding		67,427,138		2.0681		139,444,346
12/31/2019	Common shares authorized		170,000,000		2.0681		351,572,668
12/31/2019	Common shares issued		42,877,665		2.0681		88,674,206
12/31/2019	Common shares outstanding		42,686,624		2.0681		88,279,119
12/31/2020	Convertible preferred shares authorized		75,136,086		2.0681		155,387,025
12/31/2020	Convertible preferred shares issued and outstanding		67,427,138		2.0681		139,444,346
12/31/2020	Common shares authorized		170,000,000		2.0681		351,572,668
12/31/2020	Common shares issued		43,505,291		2.0681		89,972,184
12/31/2020	Common shares outstanding		43,134,938		2.0681		89,206,266

The following table summarizes the weighted-average outstanding shares, basic and diluted for the years ended December 31, 2020 and 2019 after factoring all retroactive application of capitalization.

Retroactive application of reverse capitalization to Consolidated Statements of Operations and Comprehensive Loss


Date	Description	As previously reported			1/7/21 conversion ratio		Reverse capitalized amounts
12/31/2019	Net loss per share attributable to common shareholders - basic and diluted	$	(8.56	)		2.0681	$	(4.14	)
12/31/2019	Basic and diluted weighted average number of common shares and common shares equivalents outstanding		42,469,175			2.0681		87,829,419
12/31/2020	Net loss per share attributable to common shareholders - basic and diluted	$	(3.18	)		2.0681	$	(1.54	)
12/31/2020	Basic and diluted weighted average number of common shares and common shares equivalents outstanding		42,886,067			2.0681		88,691,582

Retroactive application of reverse capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit


Date	Description	As previously reported		1/7/21 conversion ratio		Reverse capitalized amounts
12/31/2018	Convertible preferred stock - shares		67,427,138		2.0681		139,444,346
12/31/2018	Common stock - shares		42,243,445		2.0681		87,362,592
12/31/2018	Common stock - amount	$	4		2.0681	$	9

Investment Securities

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

4. Investment securities

The following tables present cost or amortized cost and fair values of investments as of December 31, 2020 and 2019, respectively:


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


December 31, 2019
	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	$	663	$	22	$	—	$	685
Investment securities, available-for-sale:
U.S. government and government agencies and authorities		56,382		46		—		56,428

Total investment securities	$	57,045	$	68	$	—	$	57,113

The following tables present the amortized cost and fair value of debt securities as of December 31, 2020, by contractual maturity:


December 31, 2020
	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	265	$	266	$	—	$	—
Due after one year through five years		319		328		43,382		43,431
Due after five years through ten years		—		—		10,571		10,532
Due after ten years		110		143		—		—

Total	$	694	$	737	$	53,953	$	53,963

For the years ended December 31, 2020 and 2019, respectively, net investment income was derived from the following sources:


December 31,	2020		2019
	(in thousands)
Cash and cash equivalents	$	108	$	1,249
Short-term investments		1,722		2,904
Investment securities		1,146		386

Net investment income	$	2,976	$	4,539

There was an immaterial amount of investment securities in an unrealized loss position as of December 31, 2020 and no investment securities in an unrealized loss position as of December 31, 2019.

As of December 31, 2020 and 2019, 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.

Proceeds from sales and maturities of investment securities and related gross realized gains (losses) included within net investment income were as follows for the years ended December 31, 2020 and 2019, respectively:


December 31,	2020			2019
	(in thousands)
Proceeds from sales of investment securities	$	248,664		$	269,205
Proceeds from maturities of investment securities		63,751			55,635

Gross realized gains	$	1,117		$	114
Gross realized losses		(3	)		(3	)

Net realized gains (losses)	$	1,114		$	111

As of December 31, 2020 and 2019, the Corporation had $7.5 million and $3.7 million, respectively, in deposits with various states and regulatory bodies.

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

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	%

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 gain s		—			—			—			—

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

5. Fair value measurements

The following table presents a summary of fair value measurements for items that are measured at fair value on a recurring basis as of December 31, 2020 and 2019, respectively:


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


December 31, 2019	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	56,428	$	—	$	56,428

Total assets at fair value	$	—	$	56,428	$	—	$	56,428

Derivative liabilities		—		—		138,561		138,561
Warrants payable		—		—		17,672		17,672

Total liabilities at fair value	$	—	$	—	$	156,233	$	156,233

See Note 13 “Notes and securities payable,” Note 14 “Warrants payable,” and Note 15 “Derivative liabilities,” for additional information regarding liabilities.

The fair value of convertible securities is based on level 3 inputs. The estimated fair value of the convertible securities was $949.6 million at December 31, 2020 and $251.9 million at December 31, 2019. The estimated fair value of the convertible securities and derivative liabilities at December 31, 2020 were calculated as the product of (i) the number of conversion shares under the valuation date and (ii) the marketable value per common share at the valuation date. The significant unobservable inputs used in the Black-Scholes model to measure the convertible securities and derivative liabilities as of December 31, 2019, are as follows (the stock price and strike price are presented in thousands):


December 31, 2019	Convertible securities			Derivative liabilities
Beginning stock price (total value)	$	305,132 - $357,802		$	305,132 - $357,802
Strike price (total value)	$	462,012 - $531,315		$	462,012 - $965,184
Expected volatility		45% - 49	%		45% - 49	%
Expected term		2-3 years			2-3 years
Risk-free interest rate		1.58% -1.62	%		1.58% - 1.62	%
Discount factor		15	%		15	%

The stock price and strike price were used in multiple scenarios as part of the with and without approach to determine the fair value of convertible securities and the derivative liabilities were calculated on a total value basis. The stock price at December 31, 2019 was calculated as the product of (i) the estimated number of conversion shares under the scenarios and (ii) the value per Series D preferred share at the valuation date. The strike price at December 31, 2019 was equal to the effective value received by the holder upon the conversion of the convertible securities under the scenarios, calculated as the product of (i) principal and accrued interest at the conversion date and (ii) 1 / discount factor.


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	%


December 31, 2019	Preferred stock purchase warrants			Common stock purchase warrants
Beginning stock price	$	10.27		$	7.19
Strike price	$	17.27		$	1.04
Expected volatility		45% - 49	%		81.1% - 84.6	%
Expected term		2-3 years			2-3 years
Risk-free interest rate		1.58% - 1.62	%		1.58% - 1.62	%
Discount factor		15	%		15	%

The changes in balances of Level 3 financial liabilities during 2020 and 2019, respectively, were as follows:


December 31, 2020	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Beginning balance	$	251,885	$	138,561		$	17,672	$	408,118
Issuances		—		—			—		—
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total recognized losses (gains)		697,667		(93,751	)		80,110		684,026

Ending balance	$	949,552	$	44,810		$	97,782	$	1,092,144


December 31, 2019	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Beginning balance	$	—	$	—		$	14,836	$	14,836
Issuances		237,362		—			—		237,362
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total recognized losses		14,523		138,561			2,836		155,920

Ending balance	$	251,885	$	138,561		$	17,672	$	408,118

In addition to the Level 3 financial liabilities in the table above, on September 25, 2020, the Corporation issued the 2020 Convertible Note (see Note 13 “Notes and securities payable,” for further details) with the carrying value approximating the fair value of $20.0 million. As of December 31, 2020, the carrying value and the fair value of the 2020 Convertible Note was $20.4 million and was considered a Level 3 financial liability.

There were no transfers in and out of Level 3 financial assets or liabilities during the years ended December 31, 2020 or 2019.

Related Party Transactions

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

Healthcare Receivables

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

7. 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 December 31, 2020 and 2019, the Corporation recognized rebate receivables of approximately $26.6 million and $17.5 million, respectively. In addition to pharmaceutical rebates, Medicare Part D settlement receivables, member premium receivables and other CMS receivables included in the balance totaled $12.1 million and $8.3 million at December 31, 2020 and 2019, respectively.

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.”

8. 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 $11.1 million and $9.7 million for the years ended December 31, 2020 and 2019, respectively.

Securities payable to related parties

The Corporation has entered into various securities payable arrangements with certain related parties as further discussed in Note 12 “Notes and securities payable”.

Property and equipment net

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property and equipment net

9. Property and equipment, net

Property and equipment, net consists of the following:


As of December 31,	2020			2019
	(in thousands)
Capitalized software	$	693		$	—
Leasehold improvements		3,088			3,088
Office furniture and fixtures		29			29
Equipment		104			104

Property and equipment, gross		3,914			3,221
Less: accumulated depreciation and amortization		(1,836	)		(1,281	)

Property and equipment, net	$	2,078		$	1,940

Depreciation expense recorded by the Corporation was approximately $0.5 million and $0.6 million for the years ended December 31, 2020 and 2019, respectively. Amortization expense recorded by the Corporation was approximately $0.1 million and $0 million for the years ended December 31, 2020 and 2019, respectively.

Goodwill and other intangible assets

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

10. Goodwill and other intangible assets

Other intangible assets were $3.0 million and $3.0 million as of December 31, 2020 and 2019, respectively. The other intangible assets consist of licenses with indefinite useful lives that are related to Certificates of Operating Authority in 45 states and the District of Columbia. Goodwill was $1.2 million and $1.2 million as of December 31, 2020 and 2019, respectively. Intangible assets with indefinite useful lives and goodwill are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. As of December 31, 2020 and 2019, respectively, there were no circumstances that indicate that the carrying amount of goodwill and intangible assets deemed to have an indefinite useful life may not be recoverable. No impairment was recorded during the years ended December 31, 2020 and 2019, respectively.

Unpaid Claims

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

11. Unpaid claims

Activity in the liability for unpaid claims, including claims adjustment expenses, is summarized as follows:


Year ended December 31,	2020			2019
	(in thousands)
Gross balance , beginning of year	$	77,886		$	54,004
Less: reinsurance recoverable, beginning of year		—			(12,344	)

Net balance, beginning of year		77,886			41,660
Incurred related to:
Current year		604,183			453,423
Prior years		(13,715	)		(2,778	)

Total incurred		590,468			450,645

Paid related to:
Current year		501,339			376,677
Prior years		63,039			37,742

Total paid		564,378			414,419

Net balance, end of year		103,976			77,886

Plus: reinsurance recoverable, end of year		—			—

Gross balance , end of year	$	103,976		$	77,886

Unpaid claims as of December 31, 2020 were $104.0 million. As of December 31, 2020, $63.0 million has been paid for incurred claims and claims adjustment expenses attributable to insured events of prior years. The favorable development recognized in 2020 resulted from the actual experience developing differently from estimates as of December 31, 2019, partially attributable to the deferral of healthcare services as a result of the

stay-at-home

orders and closure of certain provider facilities throughout the year due to

COVID-19

restrictions. Original estimates are increased or decreased, as additional information becomes known regarding individual claims. The ratio of current year medical claims paid as a percent of current year net medical claims incurred was 83.0% for 2020 and 83.1% for 2019.

The Corporation did not have any significant changes in methodologies or assumptions used in the calculation of the liability for unpaid claims or claims adjustment expenses.

in-house

actuary to review the adequacy of unpaid claim and unpaid claim adjustment expense. Management believes that the reserves are adequate based on the available information. The estimation of claim costs is inherently difficult and requires significant judgement. The estimation has considerable inherent variability can vary significantly depending upon several factors, including medical cost trends and claim payment patterns, general economic conditions, regulatory changes, and known outbreaks of disease, including

COVID-19.

Only time and the eventual resolution of each claim will determine whether the claim reserves will ultimately prove to be adequate.

The following is information about incurred and paid claims development for medical claims, as well as cumulative claim frequency and the total of incurred but not reported liabilities as of December 31, 2020, respectively.


Cumulative incurred claims for the years ended December 31,
(in thousands)							(in thousands, except for number of reported claims)
Incurred year	2018*		2019*		2020		Total IBNR		Number of reported claims
2018 and prior	$	552,456	$	549,678	$	549,649	$	2		1,737,684
2019				412,695		399,009		1,130		1,188,472
2020						604,183		102,844		1,433,049

Total	$	552,456	$	962,373	$	1,552,841	$	103,976		4,359,205


Cumulative net paid claims through December 31,
(in thousands)
Paid year	2018*		2019*		2020
Incurred year
2018 and prior	$	511,459	$	550,974	$	549,647
2019				343,903		397,879
2020						501,339

Total	$	511,459	$	894,877	$	1,448,865

*	Unaudited supplemental information

The reconciliation of net incurred and paid claims development tables to unpaid claims and claims adjustment expenses on the Consolidated Balance Sheets is as follows:


December 31, 2020
	(in thousands)
Cumulative incurred claims, net	$	1,552,841
Less: cumulative paid claims, net		1,448,865

Net unpaid claims, including claims adjustment expenses	$	103,976

The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims.

The Corporation counts a claim when either a claim or claim adjustment expense amount has been paid, or at any period end, when the Corporation has recorded a medical unpaid claim reserve. The cumulative number of reported claims for each claim year has been developed using historical data captured by claim systems. As such, the cumulative number of reported claims may not be comparable to similar measures reported by other companies.

Reinsurance

12 Months Ended

Dec. 31, 2020

Reinsurance Disclosures [Abstract]

Reinsurance

12. Reinsurance

Effective January 1, 2018, the Corporation entered into a specific excess loss reinsurance agreement to reinsure liabilities in excess of approximately $0.5 million per covered person per agreement term for the years ended December 31, 2020 and 2019.

The effects of the reinsurance agreements on the accompanying Consolidated Financial Statements for the years ended December 31, 2020 and 2019, respectively, are as follows:


December 31,	2020			2019
	(in thousands)
Premiums earned, gross	$	666,297		$	457,758
Premiums earned, ceded		(599	)		(832	)

Net premiums earned	$	665,698		$	456,926


December 31,	2020			2019
	(in thousands)
Claims incurred, gross	$	590,951		$	452,261
Claims incurred, ceded		(483	)		(1,616	)

Net claims incurred and claims adjustment expense	$	590,468		$	450,645

Reinsurance recoverable and reinsurance premium payable as of December 31, 2020 and 2019, respectively, were comprised of the following:


December 31,	2020		2019
	(in thousands)
Reinsurance recoverable on paid claims	$	—	$	481
Reinsurance recoverable on unpaid claims		—		—
Reinsurance premium payable		—		—

Reinsurance recoverable, net	$	—	$	481

Reinsurance recoverable represents the portion of paid claims and unpaid claims that are covered by reinsurance. Amounts recoverable from reinsurers are estimated in a manner consistent with the methods used to determine unpaid claims as detailed in Note 2 “Summary of significant accounting policies.”

Clover acquired certain policies and related reinsurance agreements with the purchase of stock of Union Life Labor Insurance Company (“Ullico”) in April 2016. Ullico originally underwrote those policies which are primarily life policies and annuity contracts, prior to entering

“run-off”.

All of the underwriting risk related to those policies and contracts has been ceded to third party reinsurers. A large portion of these cessions are in the form of 100% coinsurance where, in addition to the underwriting risk, administrative responsibilities, including premium collections and claim payments, are ceded to third party reinsurers.

Approximately $5.3 million and $5.2 million of life insurance reserves, as of December 31, 2020 and 2019, respectively, related to life insurance policies originally issued by Ullico are 100% coinsured with Southern Financial Life Insurance Company (“SFLIC”), a Louisiana domestic company, in full transfer of risk related to these policies. The life reserves are computed principally in accordance with Net Level Premium Method using mortality and persistency assumptions based upon the Corporation’s experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1% to 4.5%. Under the arrangement, SFLIC is required to hold in trust 100% of the outstanding liabilities as of the reporting date.

Approximately $0.9 million and $0.9 million of annuity reserves as of December 31, 2020 and 2019, respectively, related to annuity contracts originally issued by Ullico, are 100% ceded to Sagicor Life Insurance Company (“SLIC”), a Texas domestic company, in full transfer of risk related to these contracts. The annuity reserves are computed principally using assumptions based on the Corporation’s experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1% to 5.5%. Ceded life insurance and annuity reserves are included in other assets and gross life insurance and annuity reserves are included in other liabilities on the Consolidated Balance Sheets, respectively.

A reinsurance agreement between two entities transfers the underwriting risk and liabilities to the reinsurer while the insurer retains the contractual relationship with the ultimate insured. As such, these reinsurance agreements do not completely relieve the Corporation of its potential liability to the ultimate insured. However, given the transfer of underwriting risk, such potential liability is limited to the credit exposure which exists should the reinsurer be unable to meet its obligations under these reinsurance agreements. The Corporation evaluates its reinsurers on a regular basis including their ratings and financial conditions.

Notes and Securities Payable

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

13. 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. In March 2017, the Corporation drew down $40.0 million under the Loan Facility. The proceeds were 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 has a maturity date of March 1, 2022 and is subject to an interest rate of 11%, payable monthly, with the majority of principal payments commencing 36 months prior to the maturity date. In October 2017, the Corporation drew down the remaining $20.0 million under the Loan Facility. The additional obligation has a maturity date of October 1, 2022, and is subject to an interest rate of 11.25%, 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 14 “Warrants payable,” for additional information.

The carrying amount of the Loan Facility was approximately $30.8 million and $49.3 million at December 31, 2020 and 2019, respectively. Amortization of debt discounts associated with the warrants and debt issuance costs was approximately $0.3 million and $0.4 million during the years ended December 31, 2020 and 2019, respectively. Interest expense was approximately $4.4 million and $6.2 million during the years ended December 31, 2020 and 2019, respectively. The effective interest rate was 11.78% and 11.77% during the years ended December 3

, 2020 and 2019, respectively.

Bridge loan

In connection with the Convertible Securities Purchase Agreement (the “Convertible Agreement”) effective December 27, 2018, discussed in the “Convertible securities” section below, the Corporation entered into a series of

non-convertible

promissory notes agreements (“Bridge Loan”) with qualified institutional buyers for an aggregate principal amount of $30.0 million for the purpose of providing additional working capital for the Corporation’s subsidiaries. The Bridge Loan was issued to the Corporation on a bridge basis upon execution of the Convertible Agreement and accrued interest at a rate of 10%. The outstanding Bridge Loan balance at February 21, 2019 of approximately $30.4 million, inclusive of accrued interest, was settled through the issuance of convertible securities under the first tranche of the Convertible Agreement. There was no interest expense for the year ended December 31, 2020 and interest expense of approximately $0.4 million for the year ended December 31, 2019.

Convertible securities

On December 27, 2018, the Corporation entered into a Convertible Agreement with qualified institutional buyers, including entities affiliated with the Corporation, for an aggregate principal amount of up to $500.0 million to support the Corporation’s growth in the MA market. The convertible securities were issued during 2019 in multiple tranches and at December 31, 2019, the Corporation’s principal balance of borrowings under the Convertible Agreement was approximately $373.8 million, consisting of $343.4 million proceeds and $30.4 million related to the settlement of the Bridge Loan. 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, as discussed below.

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% for the first twelve-month period through the first anniversary of the security issue date, decreasing ratably on a semi-annual basis, to 55% at the forty-two month anniversary of the security issue date until the convertible securities cease to be outstanding.

The securities issued as part of the Convertible Agreement contain the following embedded features, some of which contain components of both conversion and redemption features: mandatory conversion in a qualified public offering (“QPO”), financing conversion (security holder election), extraordinary event conversion (security holder election), end date conversion (security holder election), redemption upon default, Corporation repurchase (Corporation election), and extended end date conversion (Corporation election).

In the mandatory conversion in a QPO, financing conversion, and extraordinary event conversion, the outstanding principal and accrued interest will convert into capital or preferred stock, pursuant to the terms of the Convertible Agreement based on a conversion price calculated as the lesser of (i) the price per share at which the Corporation’s equity securities are issued to the public in the applicable transaction multiplied by the discount factor in effect and (ii) a price per share equal to (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the closing of the applicable transaction on an

as-converted,

as-exercised

basis as defined in the Convertible Agreement.

In the end date conversion, the outstanding principal and accrued interest will convert into shares of senior preferred stock or most recent preferred stock. Shares are calculated as principal and accrued interest divided by the applicable conversion price. Conversion price is the lowest of (i) the product obtained by multiplying (x) the lowest price per share at which the Corporation issued applicable preferred stock, by (y) the discount factor, and (ii) the lowest price per share at which the Corporation issued its most recently authorized series of preferred stock and (iii) a price per share equal to (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the conversion on an

as-converted,

as-exercised

basis as defined in the Convertible Agreement.

Upon the occurrence of any event of default, all accrued but unpaid expenses, and the principal and accrued interest will be immediately due and payable in full. In the event of Corporation repurchase, the Corporation would pay the security holders an amount equal to the portion being repurchased, divided by the discount factor and issuing to the security holders a warrant for a number of repurchase warrant shares equal to the repurchase amount divided by the repurchase warrant share price, with the warrant having an exercise price equal to the repurchase warrant share price. Repurchase warrant share price is calculated as the lower of (a) lowest price at which the repurchase warrant shares were originally issued and (b) the quotient obtained by dividing (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the date of issuance of the applicable repurchase warrant on an

as-converted,

as-exercised

basis as defined in the Convertible Agreement.

The Corporation may elect to extend the end date until the earlier of (i) a deemed liquidation event and (ii) the end of a period designated by the Corporation of not less than 15 days and not more than 180 days (if the security holder is an original security holder or an affiliate of the original security holder), or otherwise 365 days (if the security holder is not an original security holder or an affiliate of such security holder), following the original end date.

On October 5, 2020, the Corporation entered into the Merger Agreement with SCH and simultaneously amended the Convertible Agreement whereby, the convertible securities convert into Class Z common stock upon the merger event with SCH (see Note 26 “Subsequent events” for additional information on the merger event). Additionally, the conversion will incur a 9.35% charge to account for dilution after the merger event to convert the securities as if they had been converted under the mandatory QPO conversion.

Certain conversion features were determined to be share-settled redemption features. The Corporation analyzed the embedded features for derivative accounting consideration and determined the following:

•

The redemption feature in the mandatory conversion in a QPO, financing conversion and extraordinary event conversion features meet the requirements to be accounted for separately from the debt host as a derivative because the feature is not clearly and closely related to the debt host, the debt host. See Note 15 “Derivative liabilities,” for additional information.

•

The extended end date feature requires separate accounting as a derivative. See Note 15 “Derivative liabilities,” for additional information.

•

The end date conversion feature represents a BCF with an intrinsic value that exceeded the approximately $373.8 million principal balance of the convertible securities. The BCF was recorded within equity in

additional-paid-in-capital

and as a discount to the convertible securities in an amount equal to the full principal amount of the securities, thus reducing the carrying value of the convertible securities to zero. The discount of $373.8 million is being accreted to the principal amount over the term of the securities, assuming a maturity of April 1, 2023, using the effective interest method. The accretion is recognized in amortization of notes and securities discounts on the Consolidated Statements of Operations and Comprehensive Loss.

•

The other embedded features are clearly and closely related to the debt host and do not require separate accounting as a derivative.

Since the carrying amount of the convertible securities was initially recognized as $0, debt issuance costs incurred in the amount of approximately $0.4 million were expensed on the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2019. The carrying amount of the convertible securities and unamortized discount were approximately $76.5 million and $337.3 million respectively, at December 31, 2020. Amortization of the debt discount and interest expense on the convertible securities were approximately $21.1 million and $31.1 million, respectively, during the year ended December 31, 2020. The effective interest rate, inclusive of amortization of the discount and the contractual rate, was in excess of 100% during the year ended December 31, 2019, as a result of the beginning convertible securities carrying value of $0. The end date conversion feature represents a BCF with an intrinsic value of $2.3 billion.

2020 Convertible Note

On September 25, 2020, Seek Insurance Services, Inc. (“Seek”), the Corporation’s wholly-owned subsidiary, entered into a note purchase agreement (the “Seek Convertible Note Agreement”) with a third party investor, and issued a note in a principal amount of $20.0 million. The outstanding principal as of December 31, 2020, was $20.0 million. The note bears simple interest at an annual rate of 8% 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 a minority 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 carrying amount of the note was $19.9 million and $0 million at December 31, 2020 and 2019, respectively. 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 issue costs were $0.1 million and $0 million at December 31, 2020 and 2019, respectively. Amortization of the debt issue costs and interest expense on the note were immaterial and $0 million during the years ended December 31, 2020 and 2019, respectively.

The below table summarizes maturities of the Corporation’s securities payable over the next five years as of December 31, 2020:


Year ended December 31,
	(in thousands)
2021	$	20,939
2022		9,986
2023		393,827
2024		—
2025		—

Total	$	424,752

The Corporation was in compliance with all applicable financial and

non-financial

covenants under its financing arrangements for the year ended December 31, 2020 and 2019, respectively.

Warrants Payable

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

Warrants payable

In conjunction with the Loan Facility effective March 21, 2017, the Corporation issued warrants to purchase 2,618,770 shares of the Corporation’s Series D preferred stock at an exercise price of $4.5346 per share, which expire on September 30, 2027. The warrants are exercisable at any time and 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 exercisable in common stock based on the merger event with SCH (see Note 26 “Subsequent events,” for additional information on the merger event). Additionally, the original strike price of the warrants changed from $4.5346 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 is being amortized using the effective interest method over the term of the Loan Facility. The warrants were recorded as liabilities and are being marked to market at each reporting period.

In September 2015, the Corporation issued warrants to purchase 4,342,956 shares of the Corporation’s common stock at an exercise price of $0.5039 per share which expire on September 2, 2022. The warrants are exercisable at any time up to the expiration date. The warrants are also contingently exercisable for an additional 4,342,956 shares based proportionally on the aggregate principal amounts of additional notes borrowed by the Corporation. As a result of the Merger Agreement, the warrants automatically convert into common stock based on the merger event with SCH. The warrants are being recorded at fair value and are reflected as liabilities on the Corporation’s Consolidated Balance Sheets at each reporting period. See Note 5 “Fair value measurements,” for additional information.

Derivative Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

Derivative liabilities

In connection with the $373.8 million convertible securities issued in 2019, the Corporation determined that certain of the conversion and redemption features were embedded derivatives which have been bifurcated from the host instrument and accounted for as embedded derivative instruments. The Corporation recognized a $93.8 million gain during the year ended December 31, 2020 and a $138.6 million loss related to derivative liabilities during the year ended December 31, 2019. The aggregate loss was recognized in (gain) loss on derivative in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of embedded derivatives was $44.8 million at December 31, 2020 and $138.6 million at December 31, 2019 and is included as derivative liabilities in the Corporation’s Consolidated Balance Sheets.

See Note 5 “Fair value measurements,” and Note 13 “Notes and securities payable,” for

additional informatio

Letter of credit

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

16. Letter of credit

On April 19, 2018, the Corporation entered into a secured letter of credit agreement (“the Letter”) for an amount up to an aggregate 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 and $2.5 million as of December 31, 2020 and 2019, respectively.

Leases

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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	%

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

17. 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 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 and are further described below.

Tennessee lease (principal executive office):

On May 7, 2019, the Corporation entered into an agreement to lease office space for its corporate headquarters in Franklin, Tennessee. The initial lease term ended on August 31, 2020 and became a

month-to-month

lease that commenced on September 1, 2020 and is treated as a short-term lease.

Montgomery leases:

On September 28, 2016, the Corporation entered into an agreement to lease office space in Jersey City, New Jersey (the “Montgomery Lease”). The lease expires March 31, 2028 with one option to renew for 5 years. There was an amendment that expires August 31, 2023 with one option to renew for 5 years. The Corporation entered into an agreement to sublease (“The Montgomery Sublease”), which commenced October 4, 2019. The Corporation receives rental income for this sublease which has a lease term through March 31, 2021.

The Corporation uses the long-lived assets impairment to determine when to test ROU assets (or asset groups that contain one or more ROU assets) for impairment, assess whether ROU assets are impaired, and if so, the amount of the impairment loss to recognize. The sublease income expected to be received under the Montgomery Sublease is less than the amount to be paid under the Montgomery Lease for the sublease term, which indicated that the Montgomery Lease may not be recoverable. Upon execution of the sublease agreement, the Corporation reassessed the asset group and determined that the lowest level of identifiable cash flows pertaining to the Montgomery Sublease was at the individual lease level. The asset group, comprised of both the ROU asset and corresponding leasehold improvements related to the 14

floor of the Montgomery Lease, were determined to not be recoverable and were written down to their respective fair values with an impairment charge of $1.6 million recorded to general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2019.

The Corporation is currently in default with respect to the Montgomery Lease for not paying rent owed to the lessor. The Corporation has accrued for all interest owed and is reducing its security deposit asset in lieu of recording rental payments. The Corporation is currently in discussions with the lessor to resolve this default and related lease issues.

San Francisco leases:

During 2015 and 2016, the Corporation entered into agreements to lease two floors of office space in San Francisco, California through April 30, 2022. In 2019, the Corporation subleased the two floors beginning in June and October 2019, respectively. The sublease terms also expire on April 30, 2022.

Lyndhurst lease:

On February 28, 2019, the Corporation completed its acquisition of Principium and assumed its office lease in Lyndhurst, New Jersey. The lease expires May 31, 2022 and has one option to renew for 5 years. The renewal option is not included in the measurement of the lease.

Minnesota lease:

On October 8, 2020, the Corporation entered into an agreement to lease office space for its Seek subsidiary in Edina, Minnesota, which expires on September 30, 2022.

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 years ended December 31, 2020 and 2019:


Year ended December 31, 2020
	(in thousands)
Operating lease cost	$	4,533
Variable lease cost		632
Short-term lease cost		20
Sublease income		(3,098	)

Total lease cost	$	2,087

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	4,979
Weighted-average remaining lease term (in years)		4.4
Weighted-average discount rate		10.17	%


Year ended December 31, 2019
	(in thousands)
Operating lease cost	$	4,552
Variable lease cost		654
Short-term lease cost		58
Sublease income		(989	)

Total lease cost	$	4,275

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	4,804
Weighted-average remaining lease term (in years)		4.8
Weighted-average discount rate		10.05	%

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 December 31, 2020:


Year ended December 31, 2020
	(in thousands)
2021	$	5,017
2022		2,747
2023		1,408
2024		1,089
2025		1,121
Thereafter		2,649
Total lease payments	$	14,031

Less: imputed interest		(2,887	)

Total	$	11,144

Convertible Preferred Stock

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

18. Preferred stock

During 2015, the Corporation issued 10,907,993 shares of Series A and 14,888,608 shares of Series

A-1

preferred stock at $0.50394 per share for total proceeds of approximately $

13.0

million. During 2015, the Corporation issued 21,381,446 shares of Series B preferred stock at $1.63693 per share for total proceeds of approximately $35.0 million.

During 2016, the Corporation issued 39,431,582 shares of Series C preferred stock at $4.06185 per share for total proceeds of approximately $160.2 million. Issuance costs totaled approximately $0.4 million.

During 2017, the Corporation issued 42,910,925 shares of Series D preferred stock at $4.53456 per share for total proceeds of approximately $194.6 million. Issuance costs totaled approximately $0.3 million.

During 2018, the Corporation issued 9,923,792 additional shares of Series D preferred stock at $4.53456 per share for total proceeds of approximately $45.0 million. Issuance costs totaled approximately $0.5 million.

During 2020 and 2019, the Corporation did not issue any additional shares of preferred stock. As of each balance sheet date, preferred stock consisted of the following ($ in millions, except for share amounts):


As of December 31, 2020 and 2019, after recapitalization
	Preferred Stock Authorized (1)		Preferred Stock Issued and Outstanding (1)		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion (1)
Series A Preferred stock		10,907,993		10,907,993	$	5.5	$	5.5		10,907,993
Series A-1 Preferred stock		14,888,608		14,888,608		7.5		30.0		14,888,608
Series B Preferred stock		21,381,446		21,381,446		35.0		35.0		21,381,446
Series C Preferred stock		39,431,582		39,431,582		160.2		160.2		39,431,582
Series D Preferred stock		68,777,396		52,834,717		239.6		239.6		52,834,717

		155,387,025		139,444,346		447.8		470.3		139,444,346

(1)	Amounts in the above table have been adjusted to reflect the exchange of Legacy Clover’s common stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the application of reverse capitalization. See Note 3, “Reverse Capitalization,” for details.

The holders of the preferred stock have rights, preferences and privileges as follows:

Dividends

The Series A and Series

A-1

dividend rate is $0.04032 per share of Series A preferred stock per annum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A and Series

A-1

preferred stock. The Series B rate is $0.1309 per share of Series B preferred stock per annum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Series B preferred stock. The Series C rate is $0.32495 per share of Series C preferred stock per annum, subject to appropriate adjustment in the event of any stock split, combination or other similar recapitalization with respect to the Series C preferred stock. The Series D rate is $0.362764 per share of Series D preferred stock per annum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D preferred stock.

The Corporation cannot declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the outstanding preferred stock will first receive (on a pari passu basis), or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount equal to the greater of (a) the applicable dividend rate (as listed above) or (b) an amount that such holders of the preferred stock would receive on a pari passu basis with the holders of common stock if such shares of preferred stock had been converted to common stock. The holders of the outstanding preferred stock can waive any dividend preference that the holders are entitled to receive upon the affirmative vote or written consent of the holders of a majority of the shares of outstanding preferred stock (voting together as a single class and on

as-converted

to common stock basis).

Voting

Each holder of the outstanding share of preferred stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Unless provided by law or any other provisions of the Certificate of Incorporation, holders of preferred stock can vote together with the holders of common stock as a single class on all matters presented to the stockholders of the Corporation.

Conversion

Each share of preferred stock can be converted 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 common conversion price (as defined below) in effect at the time of conversion. The “Series A conversion price” will initially be equal to the Series

A-1

original issue price. The “Series B conversion price” will initially be equal to the Series B original issue price. The “Series C conversion price” will initially be equal to the Series C original issue price. The “Series D conversion price” will initially be equal to the Series D original issue price. The “applicable conversion price” is defined as the Series A conversion price with respect to the Series A preferred stock, the Series

A-1

conversion price with respect to the Series

A-1

preferred stock, the Series B conversion price with respect to the Series B preferred stock, the Series C conversion price with respect to the Series C preferred stock, and the Series D conversion price with respect to the Series D preferred stock. Each applicable conversion price, and the rate at which shares of preferred stock may be converted into shares of common stock, is subject to adjustment as provided below.

In the event of liquidation, dissolution or winding up of the Corporation or a deemed liquidation event, the conversion rights will terminate at the close of business on the last full day preceding the date fixed for the payment of such amounts distributable on such event to the holders of preferred stock.

No fractional shares of common stock can be issued upon conversion of the preferred stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation will pay cash equal to such fraction multiplied by the fair value of a share of common stock as determined in good faith by the Board. Whether or not fractional shares would be issuable upon such conversion will be determined on the basis of the total number of shares of preferred stock the holder is at the time converting into common stock and the aggregate number of shares of common stock issuable upon conversion.

The preferred stock of the Corporation is subject to broad based weighted-average anti-dilution subject to customary carveouts.

Redemption

The preferred stock is not mandatorily redeemable. Any shares of preferred stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries will be automatically and immediately cancelled and retired and will not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of preferred stock following redemption.

Employee Benefit Plans

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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:


	2021		2020
Three Months Ended March 31,	(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		—		$	—

19. 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% of 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 $1.2 million in 2020, and $1.3 million in 2019 and are included in salaries and benefits on the Consolidated Statements of Operations and Comprehensive Loss. The Corporation’s cash match is invested pursuant to the participant’s contribution direction. Employee contributions are immediately 100% vested.

Stock-based compensation

The Corporation’s 2014 Equity Incentive Plan (“the Plan”) grants options of common stock, par value $0.0001 per share, to employees, directors, officers and consultants of the Corporation. The maximum number of common shares reserved for issuance over the term of the Plan may not exceed 54,402,264 as of December 31, 2020, and 37,055,557 shares as of December 31, 2019. Shares that are expired, terminated, surrendered or canceled under the Plan without having been fully exercised will be available for future awards. As of December 31, 2020 and 2019, there were 36,557,759 and 28,189,475, respectively, outstanding options and common stock issued under the Plan, leaving 17,844,505 and 8,866,082 shares, respectively, remaining for future grants, assuming all stock options were granted. Shares may be issued from authorized but unissued Corporation stock.

The Plan is administered by the Board. The options will be 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 the 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 five years. The stock options are presented on an as converted basis at the ratio of approximately 2.0681.

The Corporation granted options to purchase 14,386,426 and 8,828,538 shares of common stock during the years ended December 31, 2020 and 2019, respectively. The Corporation recorded stock-based compensation expense for options granted of $7.1 million and $3.3 million during years ended December 31, 2020 and 2019, respectively, presented in salaries and benefits in the accompanying Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2020 and 2019, the Corporation granted no shares of restricted stock.

Stock option valuation

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 years ended December 31, 2020 and 2019, respectively, were as follows:


Year ended December 31,	2020			2019
Weighted-average risk-free interest rate		0.84	%		1.95	%
Expected term (in years)		4.68			6.29
Expected volatility		34.66	%		28.37	%
Expected dividend yield		0.00	%		0.00	%

A summary of option activity under the Plan, after reverse capitalization, during the years ended December 31, 2020 and 2019, respectively, is as follows:


	Number of options (1)			Weighted-average exercise price (1)
Outstanding, January 1, 2019		27,046,177		$	1.31
Granted during 2019		8,828,538			1.99
Exercised		(916,527	)		0.74
Forfeited		(6,768,713	)		1.57

Outstanding, December 31, 2019		28,189,475			1.48

Granted during 2020		14,386,426			3.59
Exercised		(1,297,977	)		1.53
Forfeited		(4,720,165	)		1.88

Outstanding, December 31, 2020		36,557,759		$	2.25

(1)

Amounts in the above table have been adjusted to reflect the exchange of Legacy Clover’s common stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the application of reverse capitalization. See Note 3, “Reverse Capitalization,” for details.

In February 2020, the Corporation granted 3,669,608 of

non-qualified

stock options which were determined to have implied market conditions attached to their vesting schedule. As such, these options are valued using a Monte Carlo valuation model to estimate each share’s fair value as of the grant date. The Monte Carlo valuation model uses multiple simulations to evaluate the probability of achieving certain stock prices, the outputs of which are utilized to determine the grant date fair value of these options. Based on the Monte Carlo simulation, the grant date fair value of these options was determined to be $1.18, and the Corporation recognized approximately $1.8 million in related stock compensation expense for the year ended December 31, 2020.

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2020 and 2019 was $1.04 and $0.62 per share, respectively. As of December 31, 2020 and 2019, there was approximately $14.9 million and $9.0 million, respectively, of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.5 years as of December 31, 2020.

The total fair value of options vested during each of the years ended December 31, 2020 and 2019, was approximately $5.5 million and $3.5 million, respectively.

As of December 31, 2020, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $445.3 million, and a weighted-average remaining contractual term of 7.75 years. As of December 31, 2020, there were 19,333,153 options exercisable under the Plan, with an aggregate intrinsic value of $246.2 million, a weighted-average exercise price of $1.62, and a weighted-average remaining contractual term of 6.85 years. The total intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 was $5.8 million and $1.3 million, respectively. Cash received from stock option exercises during the years ended December 31, 2020 and 2019 totaled $2.1 million and $0.7 million, respectively.

Equity warrants

The Corporation entered into two separate scopes of work with a service provider to provide services to the Corporation. As part of the payment for the services, the Corporation issued warrants in November 2016 and December 2017. The warrants were issued to purchase 139,629 shares of common stock at an exercise price of $2.61 per share, and 122,052 shares of common stock at an exercise price of $3.45 per share. The warrants are exercisable comprising the vesting portion at any time up to and including the earlier of (a) the consummation of an Initial Public Offering (“IPO”); (b) the consummation of a transaction or series of related transactions that is deemed to constitute a liquidation, dissolution or winding up of the Corporation including a change in control or (c) on the 10 year anniversary of the date of issuance (the expiration date). The warrants are being recorded as equity awards, and compensation expense was recognized over the vesting period.

As of December 31, 2020, there were 261,681 warrants exercisable under the Plan, substantially all of which are expected to vest, with an aggregate intrinsic value of $4.6 million, a weighted-average exercise price of $3.00 and a weighted-average remaining contractual term of 6.34 years. The total fair value of warrants vested during each of the years ended December 31, 2020 and 2019, was approximately $7.0 million and $0.9 million, respectively. As a result of the Merger Agreement, the warrants automatically convert into common stock based on the merger event with SCH. See Note 26 “Subsequent events,” for additional information related to the Merger Agreement.

A summary of warrant activity during the years ended December 31, 2020 and 2019, respectively, is as follows:


	Number of warrants		Weighted-average exercise price
Outstanding, January 1, 2019		261,681	$	3.00
Granted during 2019		—
Exercised		—
Forfeited		—

Outstanding, December 31, 2019		261,681		3.00

Granted during 2020		—
Exercised		—
Forfeited		—

Outstanding, December 31, 2020		261,681	$	3.00

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

20. Income taxes

The provision for income taxes consisted of the following for the years ended December 31, 2020 and 2019, respectively:


Year ended December 31,	2020			2019
	(in thousands)
Current provision	$	(2	)	$	(2	)
Deferred expense		2			2

Provision for income taxes	$	—		$	—

The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2020 and 2019, respectively, due to the following:


Year ended December 31,	2020			2019
	(in thousands)
Income tax provision at federal statutory rate (21%)	($	28,642	)	$	(76,385	)
Interest on convertible securities		6,537			3,505
Interest on convertible securities discount		4,423			3,257
Debt issuance cost related to convertible securities		—			76
Derivative liability related to convertible securities		(19,688	)		29,098
Warrant expense		16,823			596
Meals and entertainment		13			210
Health insurance industry fee		2,715			—
Other, net		(766	)		—
Valuation allowance		18,585			39,643

Provision for income taxes	$	—		$	—

The Corporation issued convertible securities for which the interest expense recorded in 2020 and 2019 of approximately $31.1 million and $16.7 million, respectively, is not deductible for tax purposes.

Deferred income tax balances reflect the impact of temporary differences between the tax bases of assets or liabilities and their reported amounts in the Consolidated Financial Statements and are stated at enacted tax rates expected to be in effect when the reported amounts are actually recovered or settled.

Principal components of net deferred tax balances at December 31, 2020 and 2019, respectively, were as follows:


Year ended December 31,	2020			2019
	(in thousands)
Deferred income tax assets:
Net operating loss carryforward (NOL)	$	152,423		$	133,564
Unpaid claim reserve discounting		335			269
Start-up costs amortization		408			464
Charitable contributions carryforward		154			146
Bonus accrual		52			52
Stock based compensation		2,568			1,554
Convertible securities issuance costs		1			1
Tax credits (AMT)		—			2
Prepaid and accrued expenses		568			683
Property and equipment		1,318			1,779
Capital loss carryforward		—			49
Operating lease liability		2,340			3,109
Premium deficiency reserve		—			3,597
Acquisition costs amortization		60			66
Interest expense carryforward		2,318			1,675
Bad debt reserves		2,363			—

Total deferred income tax assets		164,908			147,010
Less: valuation allowance		(163,204	)		(144,619	)

Total deferred income tax assets, net of valuation allowance		1,704			2,391

Deferred income tax liabilities:
TCJA Transition Adj. IRC 846		(49	)		(58	)
Market discount		—			(1	)
Operating lease right of use asset		(1,655	)		(2,330	)

Total deferred income tax liabilities		(1,704	)		(2,389	)

Net deferred income tax asset	$	—		$	2

Operating loss and tax credit carryforwards and protective tax deposits

The Corporation has unused operating loss carryforwards available of approximately $725.8 million and $636.0 million as of December 31, 2020 and 2019, respectively, that may be applied against future taxable income. Losses incurred before 2018 in the amount of approximately $295.1 million begin to expire in 2033. The total net operating losses (“NOL”) is made up of NOLs generated by the consolidated group and NOLs obtained with the 2014 reorganization. A portion of the

pre-consolidated

NOLs may be limited by special rules known as Separate Return Limitation Year (“SRLY”) rules. SRLY NOLs can only be used in years that both the consolidated group and the entity that created the SRLY NOLs have taxable income. Due to these limitations and uncertainty regarding the Corporation’s ability to use the loss carryforwards and other deferred tax assets, a valuation allowance of approximately $163.2 million and $144.6 million was established in 2020 and 2019, respectively.

The Corporation does not have deposits admitted under Section 6603 of the Internal Revenue Code.

Impact of tax planning strategies

The Corporation does not have any tax planning strategies that include the use of reinsurance and there are no deferred tax liabilities not recognized.

The Corporation files income tax returns in the United States. The U.S. Internal Revenue Service (“IRS”), is not currently conducting any income tax audits. The Corporation’s federal income tax returns filed related to tax years subsequent to 2016 remain subject to examination by the IRS. The Corporation is not aware of any material adjustments that may be proposed as a result of any ongoing or future examinations and does not have material uncertain tax positions reflected in the Consolidated Balance Sheets.

On 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 as a result of 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. As of December 31, 2020, 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.

Commitments And Contingencies Disclosure [Abstract]

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

Net Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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	)

(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.

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

(1)

21. Net loss per share

Net loss per share

Basic and diluted net loss per share attributable to common stockholders, after reverse capitalization, was calculated as follows

(1)


	Year ended December 31,
	2020			2019
Net loss	$	(136,392	)	$	(363,737	)
Net loss attributable to common stockholders	$	(136,392	)	$	(363,737	)
Weighted average common shares outstanding—basic and diluted		88,691,582			87,829,419

Net loss per share attributable to common stockholders— basic and diluted	$	(1.54	)	$	(4.14	)

(1)

The Corporation’s potentially dilutive securities, which include stock options, preferred stock and warrants to purchase shares of preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. 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 after reverse capitalization, 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

(1)


	Year ended December 31,
	2020		2019
Options to purchase common stock		36,557,759		24,344,848
Convertible preferred stock (as converted to common stock)		139,444,346		139,444,346
Warrants to purchase common stock (as converted to common stock)		7,502,902		4,884,132
Warrants to purchase convertible preferred stock (as converted to common stock)		—		2,618,770

		183,505,007		171,292,096

(1)

Commitments and contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

22. Commitments and contingencies

Litigation

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 December 31, 2020 and 2019, respectively, there were no material known contingent liabilities arising outside the normal course of business.

Guaranty assessments

Statutory equity and income

12 Months Ended

Dec. 31, 2020

Insurance [Abstract]

Statutory equity and income

24. Statutory equity and income

Applicable insurance department regulations require that the Corporation’s regulated insurance subsidiaries prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the department of insurance of the respective state of domicile. These practices vary in some aspects from U.S. GAAP, with significant differences including that (a) certain assets are not included in statutory surplus, (b) certain statutory reserves are established by a direct charge to surplus, and (c) certain charges are reported as charges to capital and surplus, rather than as a component of net income.

Aggregate statutory capital and surplus as per the statutory financial statements of the Corporation’s regulated insurance subsidiaries for the years ended December 31, 2020 and 2019, was $79.4 million and $73.3 million, respectively.

The regulated insurance subsidiaries are subject to certain Risk-Based Capital (“RBC”) requirements specified by the National Association of Insurance Commissioners (“NAIC”). Under those requirements, the amount of capital and surplus maintained by the Corporation’s regulated insurance subsidiaries is to be determined based on various risk factors, such as (a) asset quality, (b) asset and liability matching, (c) loss reserve adequacy, and other business factors. Regulatory compliance is determined by a ratio of the Corporation’s regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Generally, a ratio in excess of the regulatory threshold requires no corrective actions by the Corporation or regulators. As of December 31, 2020 and 2019, the regulated insurance subsidiaries’ capital and surplus exceeded the minimum RBC requirements of their applicable governmental regulator. The statutory RBC necessary to satisfy regulatory requirements of our statutory basis subsidiaries was approximately $75.8 million and $60.8 million as of December 31, 2020 and 2019, respectively.

Regulatory matters

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Regulatory matters

25. Regulatory matters

The Corporation operates in a highly regulated environment. It is regulated by federal and state of New Jersey regulators. The Corporation’s regulated insurance subsidiaries must be licensed by and are subject to regulation by DOBI, which requires periodic financial reports and enforces minimum capital and/or reserve requirements.

The laws and regulations governing the Corporation’s business and interpretations of those laws and regulations are subject to frequent change. Legislative, administrative, and public policy changes to the Health Care Reform Law continue to be debated, and the Corporation cannot predict if the Health Care Reform Law will be further modified, repealed, or replaced. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing the Corporation’s business could require the Corporation to change how it conducts its business, restrict revenue and enrollment growth, increase health care and administrative costs and capital requirements, or expose the Corporation to increased liability in the courts for coverage determinations, contract interpretation and other actions.

The health care industry is also regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation. Negative publicity may adversely affect the Corporation’s financial position, results of operations and cash flows and damage its reputation.

Dividend Restrictions

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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.

23. 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. Although such regulations do not specifically restrict the regulated insurance subsidiaries from paying dividends, they require the regulated insurance subsidiaries to be financially sound as determined by the New Jersey Department of Banking and Insurance (“DOBI”). As of December 31, 2020 and 2019, neither of the regulated insurance subsidiaries paid any dividends and may not do so until they meet those requirements and are granted permission to do so by DOBI.

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

26. Subsequent events

The Corporation entered into the Merger Agreement with SCH on October 5, 2020. Pursuant to the Merger Agreement, Asclepius Merger Sub Inc. was merged with and into the Corporation. Upon consummation of the business combination, the separate corporate existence of Merger Sub ceased, the Corporation survived and merged with and into SCH, and SCH was renamed Clover Health Investments, Corp.

The Business Combination will have a significant impact on our future reported financial position and results as a consequence of the reverse capitalization. The most significant change in Clover’s future reported financial position and results is an estimated net increase in cash (as compared to our consolidated balance sheet at December 31, 2020) of approximately $670.0 million. This redemption includes approximately $400.0 million in proceeds from a private placement (“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 are approximately $61.8 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 the following day the Class A common stock and public warrants were listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “CLOV” and “CLOVW” for trading in the public market.

The Corporation’s management has evaluated subsequent events for recognition and measurement purposes through June 9, 2021, which is the date the Consolidated Financial Statements were available to be issued. The Corporation has concluded that no additional events or transactions have occurred that may require adjustment to the Consolidated Financial Statements or disclosures.

Schedule I

12 Months Ended

Dec. 31, 2020

Parent Company [Member]

Schedule I - Condensed Financial Statements

CLOVER HEALTH INVESTMENTS, CORP.

CONDENSED BALANCE SHEETS (PARENT COMPANY)

(Dollars in thousands, except share amounts)


	As of December 31,
	2020			2019
Assets:
Cash and cash equivalents	$	5,432		$	4,569
Other assets		102			342
Intercompany interest receivable		4,958			3,750
Intercompany note receivable		40,000			40,000
Investments in consolidated subsidiaries		77,212			158,159

Total assets	$	127,704		$	206,820

Liabilities and stockholders’ deficit
Liabilities:
Accounts payable and accrued expenses	$	13,140		$	5,471
Accrued salaries and benefits		229			—
Intercompany payable		27,251			4,093
Notes payable, net of discount and deferred issuance costs		107,674			76,758
Derivative liabilities		44,810			138,561
Warrants payable		97,782			17,672

Total liabilities		290,886			242,555


Convertible Preferred stock (Series Seed A, A-1, B, C, and D), $0.0001 par value; 155,387,025 shares authorized as of December 31, 2020 and 2019; 139,444,346 shares; after reverse capitalization, issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $470,256 as of December 31, 2020		447,747			447,747
Stockholders’ deficit:
Common stock, $0.0001 par value, 351,572,668 shares authorized; 89,972,184 and 88,674,206 issued; and 89,206,266 and 88,279,119; after reverse capitalization, outstanding as of December 31, 2020 and 2019, respectively		9			9
Additional paid-in capital		411,843			403,041
Accumulated deficit		(1,022,781	)		(886,532	)

Total stockholders’ deficit		(610,929	)		(483,482	)

Total liabilities, convertible preferred stock, and stockholders’ deficit	$	127,704		$	206,820

CLOVER HEALTH INVESTMENTS, CORP.

CONDENSED STATEMENTS OF OPERATIONS (PARENT COMPANY)

(Dollars in thousands, except share amounts)


	Years ended December 31,
	2020			2019
Revenues:
Other income	$	3,685		$	3,396
Investment income, net		—			46

Total revenues		3,685			3,442

Expenses:
General and administrative expenses		4,831			79
Other expense		—			363

Total expenses		4,831			442

Loss from operations		(1,146	)		3,000
Change in fair value of warrants expense		80,328			2,909
Interest expense		35,556			23,155
Amortization of notes discount		21,118			15,913
(Gain) loss on derivative		(93,751	)		138,561
Equity in net losses of consolidated subsidiaries		91,995			186,199

Net loss	$	(136,392	)	$	(363,737	)

CLOVER HEALTH INVESTMENTS, CORP.

CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY)

(Dollars in thousands, except share amounts)


	Years ended December 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(136,392	)	$	(363,737	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of notes discount		21,084			15,807
Stock-based compensation expense		7,078			3,301
Paid in kind interest		28,334			11,633
Change in fair value of warrants		80,110			2,836
Change in derivative liabilities		(93,751	)		138,561
Amortization of warrants		218			73
Amortization of debt issuance costs		34			506
Changes in operating assets and liabilities:
Other assets		214			(391	)
Accounts payable and accrued expenses		7,669			5,728
Accrued salaries and benefits		229			(169	)
Intercompany interest receivable		(1,208	)		(1,200	)
Intercompany payable		23,158			(23,921	)

Net cash used in operating activities		(63,223	)		(210,973	)

Cash flows from investing activities:
Investments in consolidated subsidiaries		82,047			(154,469	)

Net cash provided (used in) by investing activities		82,047			(154,469	)

Cash flows from financing activities:
Proceeds from issuance of convertible securities		—			343,410
Deferred financing costs		—			(363	)
Payment of notes payable principal		(18,752	)		(9,670	)
Issuance of common stock, net of early exercise liability		1,748			601
Buyback and subsequent cancellation of common stock		(957	)		—

Net cash (used in) provided by financing activities		(17,961	)		333,978

Net increase (decrease) in cash and cash equivalents		863			(31,464	)
Cash and cash equivalents, beginning of year		4,569			36,033

Cash and cash equivalents, end of year	$	5,432		$	4,569

CLOVER HEALTH INVESTMENTS, CORP.

Notes to Condensed Financial Statements (Parent Company)

1. Organization and operations

Clover Health Investments, Corp. (the “Corporation) is a holding company incorporated on July 17, 2014 in the state of Delaware.

2. Summary of significant accounting policies

The accompanying condensed financial statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries since the date of acquisition. These condensed financial statements should be read in conjunction with the Corporation’s consolidated financial statements.

Use of estimates

The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

Reclassifications

Certain amounts in the prior years’ Condensed Statements of Cash Flows have been reclassified to conform to the current year’s presentation, primarily related to the amortization of warrants, amortization of debt issuance costs, and paid in kind interest. These reclassifications had no effect on the previously reported Condensed Financial Statements.

3. Insurance Subsidiaries

Investments in consolidated subsidiaries include regulated insurance subsidiaries and unregulated subsidiaries. The Corporation holds $50.0 million and $156.0 million of cash, cash equivalents, short term investments and investment securities at the parent and unregulated subsidiaries as of December 31, 2020 and 2019, respectively. The Corporation holds $101.1 million and $107.3 million of cash, cash equivalents, short term investments and investment securities in regulated insurance subsidiaries as of December 31, 2020 and 2019, respectively.

4. Surplus Note

Effective December 22, 2016, the Corporation contributed $40.0 million to Clover Health Insurance Company, a wholly owned subsidiary, in exchange for a surplus note. The outstanding balance, including accrued interest, was due and payable on December 31, 2020 but remains unpaid with the payment terms under review for extension until December 31, 2024. The Commissioner of Banking and Insurance of the State of New Jersey must approve any interest and principal payments associated with the note before they are paid.

Schedule II

12 Months Ended

Dec. 31, 2020

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

SCHEDULE II

CLOVER HEALTH INVESTMENTS, CORP.

VALUATION AND QUALIFYING ACCOUNTS


(in thousands)			Additions
	Balance at beginning of period		Charged to costs and expenses		Charge to other accounts		(Deductions)		Balance at end of period
Year ended December 31, 2019
Valuation allowance for deferred tax assets	$	104,976	$	39,643	$	—	$	—	$	144,619
Year ended December 31, 2020
Valuation allowance for deferred tax assets	$	144,619	$	18,585	$	—	$	—	$	163,204

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Basis of Presentation

Basis of presentation

8-K

(the “Form

8-K/A”)

filed with the Securities and Exchange Commission (“SEC”) on April 1, 2021.

Basis of presentation

Unaudited interim financial information

Use of Estimates

Use of estimates

Capitalized Software Development Costs - Cloud Computing Arrangements

as-needed

non-cancelable

term of the associated hosting arrangement on a straight-line basis.

Acquisition costs

COVID-19

The societal and economic impact of the novel coronavirus

(“COVID-19”)

COVID-19

The temporary deferral of

non-essential

care resulting from

stay-at-home

(“COVID-19”)

has impacted the Corporation’s business. Beginning in late March 2020 and trending throughout 2020, utilization of healthcare services began to experience reductions as a result of the

stay-at-home

orders and the closure of certain provider facilities, with some recovery in utilization taking place during times of more eased restrictions. The impact of the deferral of

non-essential

care was partially offset by additional costs incurred as a result of care for those members who have contracted

COVID-19

as well as costs incurred for efforts related to the Corporation’s pandemic response efforts.

Cash and Cash Equivalents

Cash and cash equivalents

Net Income (Loss) Per Share

Net loss per share

The Corporation follows the

two-class

method when computing net loss per share as the Corporation has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

Concentration of Credit Risk

Concentrations of credit risk

Recent accounting pronouncements

Recently adopted accounting pronouncements

Emerging Growth Company

non-emerging

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

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

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

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

available-for-sale

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

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

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,

paid-in

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.

Recent accounting pronouncements

Recently adopted accounting pronouncements

Emerging Growth Company

non-emerging

growth companies or (ii) within the same time periods as private companies.

Revenue recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09,

Revenue from Contracts with Customers (Topic 606)

, as modified by subsequently issued ASU’s

2015-14,

2016-08,

2016-10,

2016-12

and

2016-20

(collectively, ASU

2014-09).

ASU

2014-09

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Leases

In February 2016, the FASB issued ASU

2016-02,

de-recognized

and reclassified into the ROU assets. The adoption of ASU

2016-02

did not have a material impact on the Corporation’s liquidity or the Consolidated Statements of Operations and Comprehensive Loss.

Statement of cash flows

In August 2016, the FASB issued ASU

2016-15,

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.

2016-15

is effective for nonpublic entities in fiscal years beginning after December 15, 2018. The Corporation adopted this ASU effective January 1, 2019. Adoption of ASU

2016-15

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Restricted cash

In November 2016, the FASB issued ASU

2016-18,

Statement of Cash Flows (Topic 230): Restricted Cash

. ASU

2016-18

is effective for nonpublic entities in fiscal years beginning after December 15, 2018 and is to be applied retrospectively. The Corporation adopted ASU

2016-18

effective January 1, 2019. Adoption of ASU

2016-18

did not have a material impact on the Corporation’s Consolidated Financial Statements.

Fair value measurements

In August 2018, the FASB issued ASU

2018-13,

Changes to Disclosure Requirements for Fair Value Measurements

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

available-for-sale

2016-13

is effective for nonpublic entities in fiscal years beginning after December 15, 2022. Early adoption is permitted. The Corporation has evaluated the impact of ASU

2016-13

on the 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

2017-04

on the Consolidated Financial Statements.

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

2018-15

is effective for nonpublic entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Corporation is currently evaluating the impact of the adoption of ASU

2018-15

on the 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, with early adoption 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 the adoption of ASU

2019-12

on the 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,

paid-in

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. The Corporation is currently evaluating the impact of the adoption of ASU

2020-06

on the Consolidated Financial Statements.

Reclassifications

Segment information

Investment securities

Short-term investments

Investment securities,

available-for-sale

financial assets. The Corporation’s

available-for-sale

investments are U.S. Treasury fixed maturity securities.

Available-for-sale

Investment securities,

held-to-maturity

financial assets. The Corporation’s

held-to-maturity

investments are comprised of U.S. Treasury fixed maturity securities. Subsequent to initial measurement,

held-to-maturity

investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized.

Other-than-temporary impairment

non-credit

component of the other-than-temporary impairment is recognized in other comprehensive income.

Allowance for uncollectible receivables

Investment income, net

Fair value measurements

Level

3 –

Property and equipment, net

internal-use

software that do not meet capitalization criteria are expensed as incurred. Gains and losses on sales or disposals of property and equipment are included in other income (loss).

Goodwill and other intangible assets

Reinsurance

Unpaid claims

period-end

Medical claims incurred

in-home

Premium deficiency reserve

A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Corporation’s Medicare Advantage and Medicare Advantage Part D (“MAPD”) business.

For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts.

Notes and securities payable

Debt issuance costs

Non-convertible

notes

The Corporation records the

non-convertible

notes at carrying value, net of discounts on the Consolidated Balance Sheets.

Convertible securities

Warrants payable

Derivative liabilities

The Corporation evaluates the embedded features of its convertible securities by applying the derivatives accounting guidance. Derivatives embedded within

non-derivative

Revenue recognition

Premiums earned, net

MAPD revenue

Reinsurance and

low-income

out-of-pocket

threshold, or the catastrophic coverage level.

Low-income

cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and

co-payment

amounts above the

out-of-pocket

threshold for

low-income

beneficiaries.

Payments from CMS for reinsurance and

low-income

Leases

right-of-use

Components of a lease are split into three categories: lease components,

non-lease

components, and

non-components.

The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

are allocated, based on the respective relative fair values, to the lease components and

non-lease

components. The Corporation has elected to account for lease and

non-lease

components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

In determining the classification of a lease as operating or finance, ASC 842,

Leases

The Corporation accounts for all stock-based payment awards granted to employees and

non-employees

non-employee

awards is the date of grant without changes in the fair value of the award. Stock-based compensation costs for

non-employees

For warrants issued to

non-employees

as payments for services, the Corporation considers the warrants to be in scope of stock-based compensation guidance to

non-employees.

Comprehensive income

Contingent liabilities

Federal income taxes

Summary of retroactive application of reverse capitalization to Consolidated Balance Sheets

Parent Company [Member]

Use of Estimates

Use of estimates

Reclassifications

Reverse Capitalization (Tables)

12 Months Ended

Dec. 31, 2020

Reverse Capitalization [Abstract]

Retroactive application of reverse capitalization to Consolidated Balance Sheets


Date	Description	As previously reported		1/7/21 conversion ratio		Reverse capitalized shares
12/31/2019	Convertible preferred shares authorized		75,136,086		2.0681		155,387,025
12/31/2019	Convertible preferred shares issued and outstanding		67,427,138		2.0681		139,444,346
12/31/2019	Common shares authorized		170,000,000		2.0681		351,572,668
12/31/2019	Common shares issued		42,877,665		2.0681		88,674,206
12/31/2019	Common shares outstanding		42,686,624		2.0681		88,279,119
12/31/2020	Convertible preferred shares authorized		75,136,086		2.0681		155,387,025
12/31/2020	Convertible preferred shares issued and outstanding		67,427,138		2.0681		139,444,346
12/31/2020	Common shares authorized		170,000,000		2.0681		351,572,668
12/31/2020	Common shares issued		43,505,291		2.0681		89,972,184
12/31/2020	Common shares outstanding		43,134,938		2.0681		89,206,266

Summary of Retroactive application of reverse capitalization to Consolidated Statements of Operations and Comprehensive Loss

Retroactive application of reverse capitalization to Consolidated Statements of Operations and Comprehensive Loss


Date	Description	As previously reported			1/7/21 conversion ratio		Reverse capitalized amounts
12/31/2019	Net loss per share attributable to common shareholders - basic and diluted	$	(8.56	)		2.0681	$	(4.14	)
12/31/2019	Basic and diluted weighted average number of common shares and common shares equivalents outstanding		42,469,175			2.0681		87,829,419
12/31/2020	Net loss per share attributable to common shareholders - basic and diluted	$	(3.18	)		2.0681	$	(1.54	)
12/31/2020	Basic and diluted weighted average number of common shares and common shares equivalents outstanding		42,886,067			2.0681		88,691,582

Summary of Retroactive application of reverse capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit

Retroactive application of reverse capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit


Date	Description	As previously reported		1/7/21 conversion ratio		Reverse capitalized amounts
12/31/2018	Convertible preferred stock - shares		67,427,138		2.0681		139,444,346
12/31/2018	Common stock - shares		42,243,445		2.0681		87,362,592
12/31/2018	Common stock - amount	$	4		2.0681	$	9

Investment Securities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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

The following tables present cost or amortized cost and fair values of investments as of December 31, 2020 and 2019, respectively:


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


December 31, 2019
	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	$	663	$	22	$	—	$	685
Investment securities, available-for-sale:
U.S. government and government agencies and authorities		56,382		46		—		56,428

Total investment securities	$	57,045	$	68	$	—	$	57,113

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

The following tables present the amortized cost and fair value of debt securities as of December 31, 2020, by contractual maturity:


December 31, 2020
	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	265	$	266	$	—	$	—
Due after one year through five years		319		328		43,382		43,431
Due after five years through ten years		—		—		10,571		10,532
Due after ten years		110		143		—		—

Total	$	694	$	737	$	53,953	$	53,963

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

For the years ended December 31, 2020 and 2019, respectively, net investment income was derived from the following sources:


December 31,	2020		2019
	(in thousands)
Cash and cash equivalents	$	108	$	1,249
Short-term investments		1,722		2,904
Investment securities		1,146		386

Net investment income	$	2,976	$	4,539

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


December 31,	2020			2019
	(in thousands)
Proceeds from sales of investment securities	$	248,664		$	269,205
Proceeds from maturities of investment securities		63,751			55,635

Gross realized gains	$	1,117		$	114
Gross realized losses		(3	)		(3	)

Net realized gains (losses)	$	1,114		$	111

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

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

The following table presents a summary of fair value measurements for items that are measured at fair value on a recurring basis as of December 31, 2020 and 2019, respectively:


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


December 31, 2019	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	56,428	$	—	$	56,428

Total assets at fair value	$	—	$	56,428	$	—	$	56,428

Derivative liabilities		—		—		138,561		138,561
Warrants payable		—		—		17,672		17,672

Total liabilities at fair value	$	—	$	—	$	156,233	$	156,233

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


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 significant unobservable inputs used in the Black-Scholes model to measure the convertible securities and derivative liabilities as of December 31, 2019, are as follows (the stock price and strike price are presented in thousands):


December 31, 2019	Convertible securities			Derivative liabilities
Beginning stock price (total value)	$	305,132 - $357,802		$	305,132 - $357,802
Strike price (total value)	$	462,012 - $531,315		$	462,012 - $965,184
Expected volatility		45% - 49	%		45% - 49	%
Expected term		2-3 years			2-3 years
Risk-free interest rate		1.58% -1.62	%		1.58% - 1.62	%
Discount factor		15	%		15	%


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	%


December 31, 2019	Preferred stock purchase warrants			Common stock purchase warrants
Beginning stock price	$	10.27		$	7.19
Strike price	$	17.27		$	1.04
Expected volatility		45% - 49	%		81.1% - 84.6	%
Expected term		2-3 years			2-3 years
Risk-free interest rate		1.58% - 1.62	%		1.58% - 1.62	%
Discount factor		15	%		15	%

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 gain s		—			—			—			—

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

The changes in balances of Level 3 financial liabilities during 2020 and 2019, respectively, were as follows:


December 31, 2020	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Beginning balance	$	251,885	$	138,561		$	17,672	$	408,118
Issuances		—		—			—		—
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total recognized losses (gains)		697,667		(93,751	)		80,110		684,026

Ending balance	$	949,552	$	44,810		$	97,782	$	1,092,144


December 31, 2019	Convertible securities		Derivative liabilities			Warrants payable		Total
	(in thousands)
Beginning balance	$	—	$	—		$	14,836	$	14,836
Issuances		237,362		—			—		237,362
Settlements		—		—			—		—
Transfers in		—		—			—		—
Transfers out		—		—			—		—
Total recognized losses		14,523		138,561			2,836		155,920

Ending balance	$	251,885	$	138,561		$	17,672	$	408,118

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

Property and equipment net (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Summary of property plant and equipment

Property and equipment, net consists of the following:


As of December 31,	2020			2019
	(in thousands)
Capitalized software	$	693		$	—
Leasehold improvements		3,088			3,088
Office furniture and fixtures		29			29
Equipment		104			104

Property and equipment, gross		3,914			3,221
Less: accumulated depreciation and amortization		(1,836	)		(1,281	)

Property and equipment, net	$	2,078		$	1,940

Notes and Securities Payable (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Summary of Maturities of Securities Payable Over Next Five Years

The below table summarizes maturities of the Corporation’s securities payable over the next five years as of December 31, 2020:


Year ended December 31,
	(in thousands)
2021	$	20,939
2022		9,986
2023		393,827
2024		—
2025		—

Total	$	424,752

Unpaid claims (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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

Activity in the liability for unpaid claims, including claims adjustment expenses, is summarized as follows:


Year ended December 31,	2020			2019
	(in thousands)
Gross balance , beginning of year	$	77,886		$	54,004
Less: reinsurance recoverable, beginning of year		—			(12,344	)

Net balance, beginning of year		77,886			41,660
Incurred related to:
Current year		604,183			453,423
Prior years		(13,715	)		(2,778	)

Total incurred		590,468			450,645

Paid related to:
Current year		501,339			376,677
Prior years		63,039			37,742

Total paid		564,378			414,419

Net balance, end of year		103,976			77,886

Plus: reinsurance recoverable, end of year		—			—

Gross balance , end of year	$	103,976		$	77,886

Sumarry of Cumulative Incurred Claims


Cumulative incurred claims for the years ended December 31,
(in thousands)							(in thousands, except for number of reported claims)
Incurred year	2018*		2019*		2020		Total IBNR		Number of reported claims
2018 and prior	$	552,456	$	549,678	$	549,649	$	2		1,737,684
2019				412,695		399,009		1,130		1,188,472
2020						604,183		102,844		1,433,049

Total	$	552,456	$	962,373	$	1,552,841	$	103,976		4,359,205

Summary of Cumulative Net Paid Claims


Cumulative net paid claims through December 31,
(in thousands)
Paid year	2018*		2019*		2020
Incurred year
2018 and prior	$	511,459	$	550,974	$	549,647
2019				343,903		397,879
2020						501,339

Total	$	511,459	$	894,877	$	1,448,865

*	Unaudited supplemental information

Summary of Reconcilation of Claims Incurred and Paid And Unpaid Claims

The reconciliation of net incurred and paid claims development tables to unpaid claims and claims adjustment expenses on the Consolidated Balance Sheets is as follows:


December 31, 2020
	(in thousands)
Cumulative incurred claims, net	$	1,552,841
Less: cumulative paid claims, net		1,448,865

Net unpaid claims, including claims adjustment expenses	$	103,976

Reinsurance (Tables)

12 Months Ended

Dec. 31, 2020

Reinsurance Disclosures [Abstract]

Summary of Premium Earned and Ceded


December 31,	2020			2019
	(in thousands)
Premiums earned, gross	$	666,297		$	457,758
Premiums earned, ceded		(599	)		(832	)

Net premiums earned	$	665,698		$	456,926

Summary of Reinsurance Claims Incurred and Ceded


December 31,	2020			2019
	(in thousands)
Claims incurred, gross	$	590,951		$	452,261
Claims incurred, ceded		(483	)		(1,616	)

Net claims incurred and claims adjustment expense	$	590,468		$	450,645

Summary of Recoverable and Premium Payable

Reinsurance recoverable and reinsurance premium payable as of December 31, 2020 and 2019, respectively, were comprised of the following:


December 31,	2020		2019
	(in thousands)
Reinsurance recoverable on paid claims	$	—	$	481
Reinsurance recoverable on unpaid claims		—		—
Reinsurance premium payable		—		—

Reinsurance recoverable, net	$	—	$	481

Leases (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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	%


Year ended December 31, 2020
	(in thousands)
Operating lease cost	$	4,533
Variable lease cost		632
Short-term lease cost		20
Sublease income		(3,098	)

Total lease cost	$	2,087

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	4,979
Weighted-average remaining lease term (in years)		4.4
Weighted-average discount rate		10.17	%


Year ended December 31, 2019
	(in thousands)
Operating lease cost	$	4,552
Variable lease cost		654
Short-term lease cost		58
Sublease income		(989	)

Total lease cost	$	4,275

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	4,804
Weighted-average remaining lease term (in years)		4.8
Weighted-average discount rate		10.05	%

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

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 December 31, 2020:


Year ended December 31, 2020
	(in thousands)
2021	$	5,017
2022		2,747
2023		1,408
2024		1,089
2025		1,121
Thereafter		2,649
Total lease payments	$	14,031

Less: imputed interest		(2,887	)

Total	$	11,144

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2020

Features of Convertible Preferred Stock [Abstract]

Summary of Preferred Stock


As of December 31, 2020 and 2019, after recapitalization
	Preferred Stock Authorized (1)		Preferred Stock Issued and Outstanding (1)		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion (1)
Series A Preferred stock		10,907,993		10,907,993	$	5.5	$	5.5		10,907,993
Series A-1 Preferred stock		14,888,608		14,888,608		7.5		30.0		14,888,608
Series B Preferred stock		21,381,446		21,381,446		35.0		35.0		21,381,446
Series C Preferred stock		39,431,582		39,431,582		160.2		160.2		39,431,582
Series D Preferred stock		68,777,396		52,834,717		239.6		239.6		52,834,717

		155,387,025		139,444,346		447.8		470.3		139,444,346

(1)	Amounts in the above table have been adjusted to reflect the exchange of Legacy Clover’s common stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the application of reverse capitalization. See Note 3, “Reverse Capitalization,” for details.

Employee Benefit Plans (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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		—	%		—	%


Year ended December 31,	2020			2019
Weighted-average risk-free interest rate		0.84	%		1.95	%
Expected term (in years)		4.68			6.29
Expected volatility		34.66	%		28.37	%
Expected dividend yield		0.00	%		0.00	%

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

A summary of option activity under the Plan, after reverse capitalization, during the years ended December 31, 2020 and 2019, respectively, is as follows:


	Number of options (1)			Weighted-average exercise price (1)
Outstanding, January 1, 2019		27,046,177		$	1.31
Granted during 2019		8,828,538			1.99
Exercised		(916,527	)		0.74
Forfeited		(6,768,713	)		1.57

Outstanding, December 31, 2019		28,189,475			1.48

Granted during 2020		14,386,426			3.59
Exercised		(1,297,977	)		1.53
Forfeited		(4,720,165	)		1.88

Outstanding, December 31, 2020		36,557,759		$	2.25

(1)

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		—		$	—

A summary of warrant activity during the years ended December 31, 2020 and 2019, respectively, is as follows:


	Number of warrants		Weighted-average exercise price
Outstanding, January 1, 2019		261,681	$	3.00
Granted during 2019		—
Exercised		—
Forfeited		—

Outstanding, December 31, 2019		261,681		3.00

Granted during 2020		—
Exercised		—
Forfeited		—

Outstanding, December 31, 2020		261,681	$	3.00

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Summary of the provision for income taxes;

The provision for income taxes consisted of the following for the years ended December 31, 2020 and 2019, respectively:


Year ended December 31,	2020			2019
	(in thousands)
Current provision	$	(2	)	$	(2	)
Deferred expense		2			2

Provision for income taxes	$	—		$	—

Summary of provision for income taxes was different from the amount computed using the federal statutory rate

The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2020 and 2019, respectively, due to the following:


Year ended December 31,	2020			2019
	(in thousands)
Income tax provision at federal statutory rate (21%)	($	28,642	)	$	(76,385	)
Interest on convertible securities		6,537			3,505
Interest on convertible securities discount		4,423			3,257
Debt issuance cost related to convertible securities		—			76
Derivative liability related to convertible securities		(19,688	)		29,098
Warrant expense		16,823			596
Meals and entertainment		13			210
Health insurance industry fee		2,715			—
Other, net		(766	)		—
Valuation allowance		18,585			39,643

Provision for income taxes	$	—		$	—

Summary of the components of net deferred tax balances

Principal components of net deferred tax balances at December 31, 2020 and 2019, respectively, were as follows:


Year ended December 31,	2020			2019
	(in thousands)
Deferred income tax assets:
Net operating loss carryforward (NOL)	$	152,423		$	133,564
Unpaid claim reserve discounting		335			269
Start-up costs amortization		408			464
Charitable contributions carryforward		154			146
Bonus accrual		52			52
Stock based compensation		2,568			1,554
Convertible securities issuance costs		1			1
Tax credits (AMT)		—			2
Prepaid and accrued expenses		568			683
Property and equipment		1,318			1,779
Capital loss carryforward		—			49
Operating lease liability		2,340			3,109
Premium deficiency reserve		—			3,597
Acquisition costs amortization		60			66
Interest expense carryforward		2,318			1,675
Bad debt reserves		2,363			—

Total deferred income tax assets		164,908			147,010
Less: valuation allowance		(163,204	)		(144,619	)

Total deferred income tax assets, net of valuation allowance		1,704			2,391

Deferred income tax liabilities:
TCJA Transition Adj. IRC 846		(49	)		(58	)
Market discount		—			(1	)
Operating lease right of use asset		(1,655	)		(2,330	)

Total deferred income tax liabilities		(1,704	)		(2,389	)

Net deferred income tax asset	$	—		$	2

Net Loss Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

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)

Basic and diluted net loss per share attributable to common stockholders, after reverse capitalization, was calculated as follows

(1)


	Year ended December 31,
	2020			2019
Net loss	$	(136,392	)	$	(363,737	)
Net loss attributable to common stockholders	$	(136,392	)	$	(363,737	)
Weighted average common shares outstanding—basic and diluted		88,691,582			87,829,419

Net loss per share attributable to common stockholders— basic and diluted	$	(1.54	)	$	(4.14	)

(1)

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

(1)

anti-dilutive

effect

(1)


	Year ended December 31,
	2020		2019
Options to purchase common stock		36,557,759		24,344,848
Convertible preferred stock (as converted to common stock)		139,444,346		139,444,346
Warrants to purchase common stock (as converted to common stock)		7,502,902		4,884,132
Warrants to purchase convertible preferred stock (as converted to common stock)		—		2,618,770

		183,505,007		171,292,096

(1)

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Amortization expense	$ 0
Impairment charges	0	$ 0	$ 1,632,000
Other than temporary impairment losses investments		0	0
impairment of goodwill		0	0
Allowances for uncollectible reinsurance recoverable		0	0
Health insurance industry fee		8,000,000
Interest and penalties related to uncertain tax positions		0	0
Uncertain tax positions		0	0
Operating lease ROU assets	7,102,000	7,882,000	$ 11,097,000
Operating lease liabilities	10,232,000	11,144,000
Accounting Standards Update 2016-02 [Member]
Operating lease ROU assets		14,300,000
Operating lease liabilities		$ 17,400,000
Other Assets
Deferred policy acquisition cost	5,700,000
Other Current Assets
Deferred implementation costs	900,000
General and Administrative Expense
Deferred policy acquisition cost	$ 1,800,000

Business combination - Additional Information (Details) - USD ($)					1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 07, 2021	Jan. 06, 2021	Oct. 05, 2020	Feb. 28, 2019	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Apr. 24, 2020	Apr. 21, 2020	Dec. 31, 2017	Nov. 30, 2016
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share								$ 0.0001	$ 0.0001
Proceeds from Issuance of Common Stock						$ 1,282,000	$ 155,000	$ 1,748,000	$ 601,000
Common stock, shares, outstanding								89,206,266	88,279,119
Common stock. conversion basis					2.0681
Exercise price of warrants												$ 3.45	$ 2.61
Cash paid for redemption of common stock								$ (957,000)
Warrants outstanding	38,533,271
Preferred stock, shares authorized						0		155,387,025	155,387,025
Preferred stock, par value per share						$ 0.0001		$ 0.0001
Preferred stock, shares issued						0		139,444,346	139,444,346
Preferred stock, shares outstanding						0		139,444,346	139,444,346
Goodwill								$ 1,243,000	$ 1,243,000
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
Equity Method Investment, Ownership Percentage				100.00%
Business Combination, Consideration Transferred				$ 1,400,000
Goodwill				$ 1,200,000
Common Class A [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001
Common stock, shares, outstanding	143,475,108					148,279,247		0
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
Common Class B [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001					$ 0.0001		$ 0.0001
Common Stock, Voting Rights	10 votes per share
Cash consideration received from business combination	$ 499,800,000
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]
Common Stock, Par or Stated Value Per Share											$ 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]
Common Stock, Par or Stated Value Per Share										$ 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		$ 200,000
Redemption price per share		$ 10.00
Cash held-in-trust account		$ 827,900,000
Balance to pay on merger consideration		$ 499,800,000
PIPE Investment [Member]
Business Acquisition [Line Items]
Business combination, proceeds from private placement			$ 400,000					$ 400,000,000
PIPE Investment [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Proceeds from Issuance of Common Stock			$ 400,000,000
Sale of stock, number of shares issued in transaction			40,000,000
IPO [Member]
Business Acquisition [Line Items]
Business combination, deferred underwriter fees	$ 29,000,000							29,000,000
SCH and Merger Sub [Member]
Business Acquisition [Line Items]
Business combination, net increase in cash								670,000,000
Business combination, transaction costs								$ 61,800,000
SCH and Merger Sub [Member] \| Merger Agreement [Member]
Business Acquisition [Line Items]
Business combination, net increase in cash	670,000,000
Business combination, transaction costs	$ 61,000,000

Reverse Capitalization - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reverse Capitalization [Abstract]
Conversion ratio	2.0681	2.0681

Reverse Capitalization - Summary of Retroactive Application of Reverse Capitalization to Consolidated Balance Sheets (Detail)	12 Months Ended
	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Mar. 31, 2021 shares
Schedule of Retroactive Application of Reverse Capitalization to Consolidated Balance Sheets [Line Items]
Preferred stock, shares authorized	155,387,025	155,387,025	0
Preferred stock, shares outstanding	139,444,346	139,444,346	0
Common stock, shares authorized	351,572,668	351,572,668
Common stock, shares, issued	89,972,184	88,674,206
Common stock, shares, outstanding	89,206,266	88,279,119
Conversion ratio	2.0681	2.0681
Previously Reported [Member]
Schedule of Retroactive Application of Reverse Capitalization to Consolidated Balance Sheets [Line Items]
Preferred stock, shares authorized	75,136,086	75,136,086
Preferred stock, shares outstanding	67,427,138	67,427,138
Common stock, shares authorized	170,000,000	170,000,000
Common stock, shares, issued	43,505,291	42,877,665
Common stock, shares, outstanding	43,134,938	42,686,624

Reverse Capitalization - Summary of Retroactive Application of Reverse Capitalization to Consolidated Statements of Operations and Comprehensive Loss (Detail)

3 Months Ended

12 Months Ended

Mar. 31, 2021

$ / shares

Mar. 31, 2020

$ / shares

Dec. 31, 2020

$ / shares

Dec. 31, 2019

$ / shares

Retroactive Application of Reverse Capitalization to Consolidated Statements of Operations and Comprehensive Loss [Line Items]

Net loss per share attributable to common stockholders basic and diluted

$ (0.13)

$ (0.32)

Weighted average shares outstanding, basic and diluted | shares

376,170,545

^[1]

88,330,996

^[1]

88,691,582

87,829,419

Conversion ratio

2.0681

Reverse Capitalization [Member]

Retroactive Application of Reverse Capitalization to Consolidated Statements of Operations and Comprehensive Loss [Line Items]

Net loss per share attributable to common stockholders basic and diluted

$ (1.54)

$ (4.14)

Previously Reported [Member]

Retroactive Application of Reverse Capitalization to Consolidated Statements of Operations and Comprehensive Loss [Line Items]

Net loss per share attributable to common stockholders basic and diluted

$ (3.18)

$ (8.56)

Weighted average shares outstanding, basic and diluted | shares

42,886,067

42,469,175

[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.

Reverse Capitalization - Summary of Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Dec. 31, 2018 USD ($) shares	Mar. 31, 2021 shares
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Preferred stock, shares outstanding	139,444,346	139,444,346		0
Conversion ratio	2.0681	2.0681
Common Stock [Member]
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Common stock - shares			87,362,592
Common stock - amount \| $			$ 9
Conversion ratio			2.0681
Cumulative Preferred Stock [Member]
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Preferred stock, shares outstanding			139,444,346
Conversion ratio			2.0681
Previously Reported [Member]
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Preferred stock, shares outstanding	67,427,138	67,427,138
Previously Reported [Member] \| Common Stock [Member]
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Common stock - shares			42,243,445
Common stock - amount \| $			$ 4
Previously Reported [Member] \| Cumulative Preferred Stock [Member]
Retroactive Application of Reverse Capitalization to Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders Deficit [Line Items]
Preferred stock, shares outstanding			67,427,138

Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Investments [Line Items]
Amortized cost	$ 695	$ 694
Fair value	703	737
Fair value	34,798	53,963	$ 56,428
Amortized cost	36,977	54,647	57,045
Gross unrealized gains	44	94	68
Gross unrealized losses	(519)	(41)
Fair value	36,502	54,700	57,113
U.S. government and government agencies and authorities \| Investment securities, held-to-maturity
Schedule Of Investments [Line Items]
Amortized cost	695	694	663
Gross unrealized gains	21	43	22
Gross unrealized losses	(13)
Fair value	703	737	685
U.S. government and government agencies and authorities \| Investment securities, available-for-sale
Schedule Of Investments [Line Items]
Amortized cost	36,282	53,953	56,382
Gross unrealized gains	23	51	46
Gross unrealized losses	(506)	(41)
Fair value	$ 35,799	$ 53,963	$ 56,428

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 within one year		$ 265
Due after one year through five years	$ 319	319
Due after five years through ten years	265
Due after ten years	111	110
Amortized cost	695	694
Due within one year		266
Due after one year through five years	327	328
Due after five years through ten years	253
Due after ten years	123	143
Total	703	737
Due within one year	1,001
Due after one year through five years	27,222	43,382
Due after five years through ten years	8,059	10,571
Total	36,282	53,953
Due within one year	1,001
Due after one year through five years	26,990	43,431
Due after five years through ten years	7,808	10,532
Total	$ 35,799	$ 53,963

Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	$ 84	$ 901	$ 2,976	$ 4,539
Cash and cash equivalents
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net		89	108	1,249
Short-term investments
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	37	452	1,722	2,904
Investment securities
Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment [Line Items]
Investment income, net	$ 47	$ 360	$ 1,146	$ 386

Investment Securities - Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Investments Debt And Equity Securities [Abstract]
Proceeds from sales of investment securities	$ 17,267	$ 69,977	$ 248,664	$ 269,205
Proceeds from maturities of investment securities	265	32,101	63,751	55,635
Gross realized gains	16	7	1,117	114
Gross realized losses	(77)		(3)	(3)
Net realized (losses) gains	$ (61)	$ 7	$ 1,114	$ 111

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)

Investment Securities - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Investments Debt And Equity Securities [Abstract]
Deposits with various states and regulatory bodies	$ 7.5	$ 7.5	$ 3.7

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	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	$ 251,900,000
Financial asset or liabilities transfer in and out	0	$ 0	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
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

Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in Black-Scholes Model to Measure Warrants Payable (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility	37.74%	29.63%	34.66%	28.37%
Expected term	6 years 21 days	6 years 3 months 18 days	4 years 8 months 4 days	6 years 3 months 14 days
Risk-free interest rate	1.06%	1.47%	0.84%	1.95%
Convertible securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Discount factor				15.00%
Convertible securities \| Maximum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price value				$ 357,802
Strike Price value				$ 531,315
Expected volatility				49.00%
Expected term				3 years
Risk-free interest rate				1.62%
Convertible securities \| Minimum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price value				$ 305,132
Strike Price value				$ 462,012
Expected volatility				45.00%
Expected term				2 years
Risk-free interest rate				1.58%
Derivative liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Discount factor				15.00%
Derivative liabilities \| Maximum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price value				$ 357,802
Strike Price value				$ 965,184
Expected volatility				49.00%
Expected term				3 years
Risk-free interest rate				1.62%
Derivative liabilities \| Minimum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price value				$ 305,132
Strike Price value				$ 462,012
Expected volatility				45.00%
Expected term				2 years
Risk-free interest rate				1.58%
Common Stock Purchase Warrants [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price			$ 30.14	$ 7.19
Strike Price			$ 1.04	$ 1.04
Expected volatility			56.00%
Expected term			7 days
Risk-free interest rate			0.09%
Discount factor			13.00%	15.00%
Common Stock Purchase Warrants [Member] \| Maximum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility				84.60%
Expected term				3 years
Risk-free interest rate				1.62%
Common Stock Purchase Warrants [Member] \| Minimum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility				81.10%
Expected term				2 years
Risk-free interest rate				1.58%
Preferred Stock Purchase Warrants [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning stock price				$ 10.27
Strike Price				$ 17.27
Discount factor				15.00%
Preferred Stock Purchase Warrants [Member] \| Maximum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility				49.00%
Expected term				3 years
Risk-free interest rate				1.62%
Preferred Stock Purchase Warrants [Member] \| Minimum [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Expected volatility				45.00%
Expected term				2 years
Risk-free interest rate				1.58%

Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	$ 1,092,144	$ 408,118	$ 408,118	$ 14,836
Issuances				237,362
Settlements	(1,092,145)
Total realized losses (gains)		8,757	684,026	155,920
Ending balance	0	416,875	1,092,144	408,118
Convertible Securities [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	949,552	251,885	251,885
Issuances				237,362
Settlements	(949,553)
Total realized losses (gains)		20,816	697,667	14,523
Ending balance	0	272,701	949,552	251,885
Derivative Liabilities [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	44,810	138,561	138,561
Settlements	(44,810)
Total realized losses (gains)		(14,232)	(93,751)	138,561
Ending balance	0	124,329	44,810	138,561
Warrants Payable [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Beginning balance	97,782	17,672	17,672	14,836
Settlements	(97,782)
Total realized losses (gains)		2,173	80,110	2,836
Ending balance	$ 0	$ 19,845	$ 97,782	$ 17,672

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

Healthcare Receivables - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Receivables [Line Items]
Healthcare receivable	$ 30,225	$ 38,745	$ 25,819
Rebate Receivables [Member]
Receivables [Line Items]
Healthcare receivable	27,600	26,600	17,500
Other Healthcare Receivables [Member]
Receivables [Line Items]
Healthcare receivable	$ 2,600	$ 12,100	$ 8,300

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Net medical claims incurred	$ 214,432	$ 146,328	$ 590,468	$ 450,645
CarePoint Health Contract [Member]
Net medical claims incurred	$ 3,200	$ 2,700	$ 11,100	$ 9,700

Property and equipment net - Summary of property plant and equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 3,914	$ 3,221
Less: accumulated depreciation and amortization		(1,836)	(1,281)
Property and equipment, net	$ 2,024	2,078	1,940
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment, gross		693
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross		3,088	3,088
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross		29	29
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 104	$ 104

Property and equipment net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 0.5	$ 0.6
Amortization expenses	$ 0.1	$ 0.0

Goodwill and other intangible assets - Additional information (Detail)	12 Months Ended
	Dec. 31, 2020 USD ($) states	Dec. 31, 2019 USD ($) states
Goodwill and Intangible Assets Disclosure [Abstract]
Other Intangible Assets, Net	$ 3,000,000	$ 3,000,000
Number of states With Licenses \| states	45	45
Goodwill	$ 1,243,000	$ 1,243,000
Goodwill and Intangible Asset Impairment	$ 0	$ 0

Commitments and contingencies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Contingent liabilities	$ 0	$ 0	$ 0

Unpaid Claims - Additional information (Details)	3 Months Ended		12 Months Ended
Unpaid Claims - Additional information (Details)	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	$ 117,582,000	$ 90,353,000	$ 103,976,000	$ 77,886,000
Prior years	70,367,000	$ 59,359,000	$ 63,039	$ 37,742,000
Unfavorable development recognized	$ 1,300,000
Ratio of current year medical claims paid as a percent of current year net medical claims	6,120	5,090	83.0	83.1

Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]
Gross balance, beginning of year	$ 103,976,000	$ 77,886,000	$ 77,886,000	$ 54,004,000
Less: reinsurance recoverable, beginning of year				(12,344,000)
Net balance, beginning of year		77,886,000	77,886,000	41,660,000
Beginning of period balance - gross and net	103,976,000	77,886,000	77,886,000
Incurred related to:
Current year	213,147,000	146,440,000	604,183,000	453,423,000
Prior years	1,285,000	(112,000)	(13,715,000)	(2,778,000)
Total incurred	214,432,000	146,328,000	590,468,000	450,645,000
Paid related to:
Current year	130,459,000	74,502,000	501,339	376,677,000
Prior years	70,367,000	59,359,000	63,039	37,742,000
Total paid	200,826,000	133,861,000	564,378,000	414,419,000
End of period balance - gross and net	$ 117,582,000	$ 90,353,000	103,976,000	77,886,000
Gross balance, end of year			$ 103,976,000	$ 77,886,000

Unpaid Claims - Summary of Cumulative Incurred Claims (Details) $ in Thousands	Dec. 31, 2020 USD ($) Number	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims	$ 1,552,841
Total IBNR	$ 103,976
Number of reported claims \| Number	4,359,205
2018 and prior [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Total IBNR	$ 2
Number of reported claims \| Number	1,737,684
2019 [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Total IBNR	$ 1,130
Number of reported claims \| Number	1,188,472
2020 [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Total IBNR	$ 102,844
Number of reported claims \| Number	1,433,049
Cumulative Liability Year One [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims			$ 552,456
Cumulative Liability Year One [Member] \| 2018 and prior [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims			$ 552,456
Cumulative Liability Year Two [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims		$ 962,373
Cumulative Liability Year Two [Member] \| 2018 and prior [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims		549,678
Cumulative Liability Year Two [Member] \| 2019 [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims		$ 412,695
Cumulative Liability Year Three [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims	$ 1,552,841
Cumulative Liability Year Three [Member] \| 2018 and prior [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims	549,649
Cumulative Liability Year Three [Member] \| 2019 [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims	399,009
Cumulative Liability Year Three [Member] \| 2020 [Member]
Disclosure Details Of Liability For Claims Incurred And Reported And Not Reported [Line Items]
Reported Claims	$ 604,183

Unpaid Claims - Summary of Cumulative Net Paid Claims (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cumulative Payment Year One [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Liability For Unpaid Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims			$ 511,459
Cumulative Payment Year One [Member] \| 2018 and prior [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid			$ 511,459
Cumulative Payment Year Two [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Liability For Unpaid Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims		$ 894,877
Cumulative Payment Year Two [Member] \| 2018 and prior [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid		550,974
Cumulative Payment Year Two [Member] \| 2019 [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid		$ 343,903
Cumulative Payment Year Three [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Liability For Unpaid Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims	$ 1,448,865
Cumulative Payment Year Three [Member] \| 2018 and prior [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid	549,647
Cumulative Payment Year Three [Member] \| 2019 [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid	397,879
Cumulative Payment Year Three [Member] \| 2020 [Member]
Disclosure Of Claims Incurred And Reported And Not Reported Cumulative Net Paid Claims [Line Items]
Cumulative Claims Paid	$ 501,339

Unpaid Claims - Summary of Reconcilation of Claims Incurred and Paid And Unpaid Claims (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Roll Forward In Liability For Unpaid Claims And Claims Adjustment Expense [Abstract]
Cumulative incurred claims, net		$ 1,552,841
Less: cumulative paid claims, net		1,448,865
Net unpaid claims, including claims adjustment expenses	$ 117,582	$ 103,976	$ 90,353	$ 77,886

Reinsurance - Summary of Premium Earned And Ceded (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Reinsurance Disclosures [Abstract]
Premiums earned, gross			$ 666,297	$ 457,758
Premiums earned, ceded			(599)	(832)
Net premiums earned	$ 199,376	$ 163,710	$ 665,698	$ 456,926

Reinsurance - Summary of Reinsurance Claims Incurred and Ceded (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Reinsurance Disclosures [Abstract]
Claims incurred, gross			$ 590,951	$ 452,261
Claims incurred, ceded			(483)	(1,616)
Net claims incurred and claims adjustment expense	$ 214,432	$ 146,328	$ 590,468	$ 450,645

Reinsurance - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reinsurance [Line Items]
Specific excess loss reinsurance agreement to reinsure liabilities per covered person amount	$ 0.5	$ 0.5
Minimum [Member] \| Life Insurance Product Line [Member]
Reinsurance [Line Items]
Interest rate assumed in calculation of life insurance reserves percentage	1.00%
Minimum [Member] \| Life and Annuity Insurance Product Line [Member]
Reinsurance [Line Items]
Interest rate assumed in calculation of life insurance reserves percentage	1.00%
Maximum [Member] \| Life Insurance Product Line [Member]
Reinsurance [Line Items]
Interest rate assumed in calculation of life insurance reserves percentage		4.50%
Maximum [Member] \| Life and Annuity Insurance Product Line [Member]
Reinsurance [Line Items]
Interest rate assumed in calculation of life insurance reserves percentage		5.50%
Union Life Labor Insurance Company [Member]
Reinsurance [Line Items]
Percentage of coinsurance	100.00%
Union Life Labor Insurance Company [Member] \| Sagicor Life Insurance Company [Member]
Reinsurance [Line Items]
Amount of annuity reserves ceded	$ 0.9	$ 0.9
Percentage of annuity reserves ceded	100.00%
Union Life Labor Insurance Company [Member] \| Southern Finance Life Insurance Company [Member]
Reinsurance [Line Items]
Amount of life insurance reserves coinsured	$ 5.3	$ 5.2

Reinsurance - Summary of Recoverable and Premium Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Reinsurance Disclosures [Abstract]
Reinsurance recoverable on paid claims		$ 481
Reinsurance recoverable on unpaid claims		12,344
Reinsurance premium payable
Reinsurance recoverable, net		$ 481

Notes and Securities Payable - Additional Information (Details) - USD ($)						3 Months Ended		12 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	Dec. 31, 2019	Sep. 30, 2020	Sep. 25, 2020	Feb. 21, 2019	Oct. 30, 2017
Debt Instrument [Line Items]
Aggregate principal amount from loan facility								$ 424,752,000
Initial Obligation interest rate											8.00%
Amortization of debt issuance costs						$ 6,000	$ 34,000	34,000	$ 506,000
Carrying value of the convertible securities								76,500,000
Unamortized discount	$ 13,000,000
Capitalized debt issuance cost						100,000		100,000
Amortization of debt discount						13,700,000	5,700,000
Interest expense						1,175,000	7,815,000	35,990,000	23,155,000
Current portion of notes and securities payable						21,425,000		20,803,000	18,481,000
Share based payment arrangement, intrinsic value of convertible securities						$ 6,500,000	$ 100,000	$ 5,800,000	1,300,000
Seek Insurance Services, Inc. (Seek) [Member]
Debt Instrument [Line Items]
Effective interest rate						8.10%	0.00%
Convertible securities Maturity Date						Sep. 25, 2023		Sep. 25, 2023
Interest expense						$ 400,000	$ 0
Date of purchase agreement						Sep. 25, 2020		Sep. 25, 2020
Principal Borrowed						$ 20,000,000		$ 20,000,000		$ 20,000,000
Current portion of notes and securities payable						$ 19,900,000		$ 19,900,000	$ 0
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.		The outstanding principal and accrued but unpaid interest will convert into a minority 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 S C H [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%		100.00%
Non Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Aggregate principal amount from loan facility					$ 60,000,000
Amount drawn from loan facility					$ 40,000,000
Additional Amount Under Loan Facility				$ 20,000,000
Maturity Date of Initial Obligation				Mar. 01, 2022
Initial Obligation interest rate				11.25%	11.00%								11.30%
Maturity Date Of Additional Obligation				Oct. 01, 2022
Amortization of debt issuance costs					$ 300,000			$ 300,000	$ 400,000
Carrying amount of the Loan Facility						$ 25,800,000		30,800,000	49,300,000
Interest Expense Debt						$ 800,000	$ 1,300,000	$ 4,400,000	$ 6,200,000
Effective interest rate						11.80%	11.80%	11.78%	11.77%
2015 Senior Secured Note [Member]
Debt Instrument [Line Items]
Proceeds to Pay Obligations and Working Capital					$ 30,000,000
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.		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		The embedded feature discount factors begin at 75% for the first twelve-month period through the first anniversary of the security issue date, decreasing ratably on a semi-annual bas
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	$ 0
Bridge Loan [Member]
Debt Instrument [Line Items]
Interest Expense Debt								$ 0	400,000
Effective interest rate			10.00%
Aggregate principal amount			$ 30,000,000
Carrying value of the convertible securities												$ 30,400,000
Date of purchase agreement			Dec. 27, 2018
Convertible Securities [Member]
Debt Instrument [Line Items]
Aggregate principal amount									373,800,000
Proceeds from convertible debt									343,400,000
Repayment of convertible debt									30,400,000
Debt conversion, description								Shares are calculated as principal and accrued interest divided by the applicable conversion price. Conversion price is the lowest of (i) the product obtained by multiplying (x) the lowest price per share at which the Corporation issued applicable preferred stock, by (y) the discount factor, and (ii) the lowest price per share at which the Corporation issued its most recently authorized series of preferred stock and (iii) a price per share equal to (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the conversion on an as-converted, as-exercised basis as defined in the Convertible Agreement.
Terms of warrant repurchases calculation								Repurchase warrant share price is calculated as the lower of (a) lowest price at which the repurchase warrant shares were originally issued and (b) the quotient obtained by dividing (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the date of issuance of the applicable repurchase warrant on an as-converted, as-exercised basis as defined in the Convertible Agreement.
Debt conversion extension terms								The Corporation may elect to extend the end date until the earlier of (i) a deemed liquidation event and (ii) the end of a period designated by the Corporation of not less than 15 days and not more than 180 days (if the security holder is an original security holder or an affiliate of the original security holder), or otherwise 365 days (if the security holder is not an original security holder or an affiliate of such security holder), following the original end date.
Convertible Securities [Member] \| Merger Agreement With S C H [Member]
Debt Instrument [Line Items]
Amortization of debt issuance costs								$ 0	0
Interest Expense Debt								31,100,000
Convertible securities Maturity Date		Apr. 01, 2023
Carrying value of the convertible securities		$ 0						76,500,000
Unamortized discount		$ 373,800,000						337,300,000
Amortization of debt discount								21,100,000
Debt issuance costs									$ 400,000
Share based payment arrangement, intrinsic value of convertible securities								$ 2,300,000,000
Qualified Public Offering [Member]
Debt Instrument [Line Items]
Charge to account for dilution		9.40%
Qualified Public Offering [Member] \| Convertible Securities [Member]
Debt Instrument [Line Items]
Debt instrument, term of coversion feature, description								pursuant to the terms of the Convertible Agreement based on a conversion price calculated as the lesser of (i) the price per share at which the Corporation’s equity securities are issued to the public in the applicable transaction multiplied by the discount factor in effect and (ii) a price per share equal to (x) $2.5 billion, divided by (y) the number of shares of common stock outstanding as of the closing of the applicable transaction on an as-converted, as-exercised basis as defined in the Convertible Agreement.
Qualified Public Offering [Member] \| Convertible Securities [Member] \| Merger Agreement With S C H [Member]
Debt Instrument [Line Items]
Charge to account for dilution		9.35%

Notes and Securities Payable - Summary of Maturities of Securities Payable Over Next Five Years (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 20,939
2022	9,986
2023	393,827
Total	$ 424,752

Warrants Payable - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		12 Months Ended
	Jan. 07, 2021	Mar. 21, 2017	Sep. 30, 2015	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	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
Change in fair value of warrants payable				$ (85,506)	$ 2,237	$ 80,328	$ 2,909
Warrants exercisable commencing date				Apr. 24, 2021
Warrants outstanding, aggregate value				$ 62,039		$ 97,782	$ 17,672
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			4,342,956
Exercise price of warrants			$ 1.04			$ 0.5039
Additional shares of warrants			2,100,000			4,342,956
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				2,618,770
Exercise price of warrants		$ 9.38				$ 4.5346		$ 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.		In conjunction with the Loan Facility effective March 21, 2017, the Corporation issued warrants to purchase 2,618,770 shares of the Corporation’s Series D preferred stock at an exercise price of $4.5346 per share, which expire on September 30, 2027. The warrants are exercisable at any time and 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		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
Class A Common Stock \| 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
Class A Common Stock \| Private Placement Warrant [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

Derivative Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments and Hedges, Liabilities [Abstract]
Convertible debt conversion and other issuances	$ 16,059			$ 373,800
Gain loss on derivative	0	$ 14,232	$ 93,751	(138,561)
Fair value of embedded derivatives	0		$ 44,810	$ 138,561
Gain on derivative liabilities		$ 14,200
Increase in additional paid in capital	$ 44,800

Letter of credit - Additional Information (Details) - Letter of Credit Agreement [Member] - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Line Of Credit Facility [Line Items]
Line of Credit Facility, Initiation Date	Apr. 19, 2018	Apr. 19, 2018
Interest rate	0.75%	0.75%
Unused lines of Credit [Member]
Line Of Credit Facility [Line Items]
Unused Balance	$ 2.5	$ 2.5	$ 2.5
Maximum [Member]
Line Of Credit Facility [Line Items]
Aggregate amount	$ 2.5	$ 2.5

Leases - Summary of Lease Costs Recognized under ASC 842 and Other Information Pertaining to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 1,135	$ 4,533	$ 4,552
Variable lease cost	152	632	654
Short-term lease cost	15	20	58
Sublease income	(774)	(3,098)	(989)
Total lease cost	528	2,087	4,275
Cash paid for amounts included in the measurement of lease liabilities	$ 1,270	$ 4,979	$ 4,804
Weighted-average remaining lease term (in years)	4 years 4 months 24 days	4 years 4 months 24 days	4 years 9 months 18 days
Weighted-average discount rate	10.22%	10.17%	10.05%

Leases - Summary of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021	$ 3,795	$ 5,017
2022	2,768	2,747
2023	1,429	1,408
2024	1,110	1,089
2025	1,125	1,121
Thereafter	2,641	2,649
Total lease payments	12,868	14,031
Less: imputed interest	(2,636)	(2,887)
Operating lease liabilities	$ 10,232	$ 11,144

Leases - Additional Information (Detail) $ in Millions	12 Months Ended
Leases - Additional Information (Detail) $ in Millions	Dec. 31, 2020	Dec. 31, 2019 USD ($) Floor
Franklin Tennessee [Member] \| Principal Executive Office [Member] \| Initial Lease Agreement [Member]
Leases [Line Items]
Lease term commencement date	May 07, 2019
Lease Expiration Date	Aug. 31, 2020
Franklin Tennessee [Member] \| Principal Executive Office [Member] \| Modified New Lease Agreement [Member]
Leases [Line Items]
Lease term commencement date	Sep. 01, 2020
San Francisco [Member]
Leases [Line Items]
Lease Expiration Date	Apr. 30, 2022
Number of floors of office subleased \| Floor		2
Sublease expiration date	Apr. 30, 2022
Lyndhurst [Member] \| Office [Member]
Leases [Line Items]
Lease Expiration Date	May 31, 2022
Operating lease term extension	5 years
MONGOLIA \| Office [Member]
Leases [Line Items]
Lease Expiration Date	Sep. 30, 2022
General and Administrative Expense [Member] \| Montgomery [Member]
Leases [Line Items]
Operating Lease, Impairment Loss \| $		$ 1.6

Convertible Preferred Stock - Summary of Preferred Stock (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Preferred Stock Authorized	0	155,387,025	155,387,025
Preferred Stock Issued	0	139,444,346	139,444,346
Preferred Stock Outstanding	0	139,444,346	139,444,346
Liquidation preference	$ 0	$ 470,256
After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		155,387,025	155,387,025
Preferred Stock Issued		139,444,346	139,444,346
Preferred Stock Outstanding		139,444,346	139,444,346
Carrying Value		$ 447,800	$ 447,800
Liquidation preference		$ 470,300	$ 470,300
Common Stock Issuable Upon Conversion		139,444,346
Series A Preferred stock [Member] \| After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		10,907,993	10,907,993
Preferred Stock Issued		10,907,993	10,907,993
Preferred Stock Outstanding		10,907,993	10,907,993
Carrying Value		$ 5,500	$ 5,500
Liquidation preference		$ 5,500	$ 5,500
Common Stock Issuable Upon Conversion		10,907,993	10,907,993
Series A-1 Preferred stock [Member] \| After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		14,888,608	14,888,608
Preferred Stock Issued		14,888,608	14,888,608
Preferred Stock Outstanding		14,888,608	14,888,608
Carrying Value		$ 7,500	$ 7,500
Liquidation preference		$ 30,000	$ 30,000
Common Stock Issuable Upon Conversion		14,888,608	14,888,608
Series B Preferred stock [Member] \| After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		21,381,446	21,381,446
Preferred Stock Issued		21,381,446	21,381,446
Preferred Stock Outstanding		21,381,446	21,381,446
Carrying Value		$ 35,000	$ 35,000
Liquidation preference		$ 35,000	$ 35,000
Common Stock Issuable Upon Conversion		21,381,446	21,381,446
Series C Preferred stock [Member] \| After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		39,431,582	39,431,582
Preferred Stock Issued		39,431,582	39,431,582
Preferred Stock Outstanding		39,431,582	39,431,582
Carrying Value		$ 160,200	$ 160,200
Liquidation preference		$ 160,200	$ 160,200
Common Stock Issuable Upon Conversion		39,431,582	39,431,582
Series D Preferred stock [Member] \| After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred Stock Authorized		68,777,396	68,777,396
Preferred Stock Issued		52,834,717	52,834,717
Preferred Stock Outstanding		52,834,717	52,834,717
Carrying Value		$ 239,600	$ 239,600
Liquidation preference		$ 239,600	$ 239,600
Common Stock Issuable Upon Conversion		52,834,717	52,834,717

Convertible Preferred Stock - Summary of Preferred Stock (Parenthetical) (Details)	Jan. 31, 2021
After Reverse Capitalization [Member]
Class of Stock [Line Items]
Preferred stock exchange ratio	2.0681

Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred stock		$ 20,000	$ 343,410
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued during the period shares							10,907,993
Preferred stock dividend per share		$ 0.04032
Series A One Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued during the period shares							14,888,608
Proceeds from issuance of convertible preferred stock							$ 13,000
Preferred stock dividend per share		0.04032
Series A And A One Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock issue price per share							$ 0.50394
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued during the period shares							21,381,446
Preferred stock issue price per share							$ 1.63693
Proceeds from issuance of convertible preferred stock							$ 35,000
Preferred stock dividend per share		0.1309
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued during the period shares						39,431,582
Preferred stock issue price per share						$ 4.06185
Proceeds from issuance of convertible preferred stock						$ 160,200
Payment of stock issuance costs						$ 400
Preferred stock dividend per share		0.32495
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares issued during the period shares				9,923,792	42,910,925
Preferred stock issue price per share				$ 4.53456	$ 4.53456
Proceeds from issuance of convertible preferred stock				$ 45,000	$ 194,600
Payment of stock issuance costs				$ 500	$ 300
Preferred stock dividend per share		$ 0.362764
Class B Common Stock
Class of Stock [Line Items]
Common Stock Issuable Upon Conversion	139,444,346

Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details) - shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Outstanding Under Plan		36,557,759	28,189,475	27,046,177
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	28,189,475
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		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 42,700	$ 1,977	$ 7,100	$ 3,300
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

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Risk-free interest rate	1.06%	1.47%	0.84%	1.95%
Expected term	6 years 21 days	6 years 3 months 18 days	4 years 8 months 4 days	6 years 3 months 14 days
Expected volatility	37.74%	29.63%	34.66%	28.37%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%

Employee Benefit Plans - Summary of Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Stock Option Activity
Number of Options, Outstanding, Beginning Balance	36,557,759	28,189,475	27,046,177
Number of Options, Granted	1,937,968	14,386,426	8,828,538
Number of Options, Exercised		(1,297,977)	(916,527)
Number of Options, Forfeited		(4,720,165)	(6,768,713)
Number of Options, Outstanding, Ending Balance		36,557,759	28,189,475
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance	$ 2.25	$ 1.48	$ 1.31
Weighted-Average Exercise Price Per Share, Granted		3.59	1.99
Weighted-Average Exercise Price Per Share, Exercised		1.53	0.74
Weighted-Average Exercise Price Per Share, Forfeited		1.88	1.57
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance		$ 2.25	$ 1.48
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	0
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance	$ 0
Weighted-Average Exercise Price Per Share, Granted	8.88
Weighted-Average Exercise Price Per Share, Exercised	0
Weighted-Average Exercise Price Per Share, Forfeited	8.88
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance	$ 8.87	$ 0
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	36,513,193
Weighted-Average Exercise Price Per Share, Outstanding, Beginning Balance	$ 2.26
Weighted-Average Exercise Price Per Share, Granted	0
Weighted-Average Exercise Price Per Share, Exercised	1.63
Weighted-Average Exercise Price Per Share, Forfeited	2.43
Weighted-Average Exercise Price Per Share, Outstanding, Ending Balance	$ 2.27	$ 2.26

Employee Benefit Plans - Summary of Stock Option Activity (Parenthetical) (Details)	1 Months Ended
	Jan. 31, 2021
Share-based Payment Arrangement [Abstract]
Common stock. conversion basis	2.0681

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	37.74%	29.63%	34.66%	28.37%
Risk-free interest rate	1.06%	1.47%	0.84%	1.95%
Dividend yield	0.00%	0.00%	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%

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

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

Employee Benefit Plans - Summary of Warrant Activity (Details) - Warrants - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance	261,681	261,681	261,681	261,681
Number of Shares, Granted	0	0	0	0
Number of Shares, Exercised	(261,681)	0	0	0
Number of Shares Forfeited	0	0	0	0
Number of Shares, Ending Balance	0	261,681	261,681	261,681
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance	$ 3.00	$ 3.00	$ 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	$ 3.00	$ 3.00

Employee Benefit Plans - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 29, 2020 $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 shares	Dec. 31, 2017 $ / shares shares	Nov. 30, 2016 $ / shares shares	Sep. 30, 2015 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer matching contribution, percent of match		100.00%		100.00%
Employer matching contribution, percent of employees' gross pay		4.00%		4.00%
Employer maximum annual contributions per employee, percent		4.00%		4.00%
Employer discretionary contribution amount		$ 300	$ 400	$ 1,200	$ 1,300
Employers matching contribution, vesting percentage		100.00%		100.00%
Stock options, granted \| shares		1,937,968		14,386,426	8,828,538
Cost not yet recognized, period for recognition		4 years 9 months 10 days		2 years 6 months
Stock options, grants in period, weighted average grant date fair value \| $ / shares		$ 3.36	$ 1.82	$ 1.04	$ 0.62
Stock compensation expense recognized		$ 42,700	$ 1,977	$ 7,100	$ 3,300
Unvested stock options, unrecognized stock-based compensation		511,500		14,900	9,000
Stock options, outstanding, intrinsic value		$ 187,800		$ 445,300
Stock options, outstanding, weighted average remaining contractual term		7 years 3 months 18 days		7 years 9 months
Stock options, exercisable, number \| shares		21,957,416		19,333,153
Stock options, exercisable, intrinsic value		$ 120,100		$ 246,200
Stock options, exercisable, weighted average exercise price \| $ / shares		$ 2.09		$ 1.62
Stock options, exercisable, weighted average remaining contractual term		6 years 5 months 4 days		6 years 10 months 6 days
Warrants issued to purchase common stock shares \| shares							122,052	139,629
Exercise price of warrants \| $ / shares							$ 3.45	$ 2.61
Total fair value of warrants vested		$ 0	1,000	$ 7,000	900
Stock options		6,500	100	$ 5,800	$ 1,300
Common Stock, Par or Stated Value Per Share \| $ / shares				$ 0.0001	$ 0.0001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number \| shares				36,557,759	28,189,475	27,046,177
Stockholders' Equity Note, Stock Split, Conversion Ratio				2.0681	2.0681
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value				$ 5,500	$ 3,500
Class or warrants exercisable during period shares \| shares				261,681
Class or warrants exercisable during period aggegate instrinic value				$ 4,600
Class of warrant or right weighted average exercise price of warrants or rights \| $ / shares				$ 3.00
Class of warrant or right weighted average remaining contractual term				6 years 4 months 2 days
Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, grants in period, weighted average grant date fair value \| $ / shares	$ 1.18
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock shares \| shares				4,342,956					2,100,000
Exercise price of warrants \| $ / shares				$ 0.5039					$ 1.04
Stockholders' Equity Note, Stock Split, Conversion Ratio						2.0681
2014 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from Stock Options Exercised		$ 1,200	100	$ 2,100	$ 700
Common Stock, Capital Shares Reserved for Future Issuance \| shares				17,844,505
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number \| shares		46,231,470		36,557,759	28,189,475
2014 Equity Incentive Plan [Member] \| Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance \| shares				54,402,264	37,055,557
Number of shares issued under share-based payment arrangement. \| shares				17,844,505	8,866,082
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 \| $ / shares		$ 0.0001
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		$ 3,694	1,977
Stock Options [Member] \| 2014 Equity Incentive Plan [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.		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 the common stock on the date of grant.
Expiration period		10 years		10 years
Vesting period		4 years		5 years
RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, grants in period, weighted average grant date fair value \| $ / shares		$ 16.02
Stock compensation expense recognized		$ 14,052	0
Number of Shares Available for Grant \| shares				0	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 \| $ / shares		$ 9.59
Stock compensation expense recognized		$ 24,967	$ 0
Unvested stock options, unrecognized stock-based compensation		$ 238,300
Non-qualified stock options [member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized				$ 1,800
Non-qualified stock options [member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares Available for Grant \| shares	3,669,608

Income Taxes - Summary of the provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current provision	$ (2)	$ (2)
Deferred expense	2	2
Provision for income taxes	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Summary of provision for income taxes was different from the amount computed using the federal statutory rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax provision at federal statutory rate (21%)	$ (28,642)	$ (76,385)
Interest on convertible securities	6,537	3,505
Interest on convertible securities discount	4,423	3,257
Debt issuance cost related to convertible securities	0	76
Derivative liability related to convertible securities	(19,688)	29,098
Warrant expense	16,823	596
Meals and entertainment	13	210
Health insurance industry fee	2,715	0
Other, net	(766)	0
Valuation allowance	18,585	39,643
Provision for income taxes	$ 0	$ 0

Income Taxes - Summary of provision for income taxes was different from the amount computed using the federal statutory rate (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax provision at federal statutory rate	21.00%	21.00%

Income Taxes - Summary of the components of net deferred tax balances (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred income tax assets:
Net operating loss carryforward (NOL)	$ 152,423	$ 133,564
Unpaid claim reserve discounting	335	269
Start-up costs amortization	408	464
Charitable contributions carryforward	154	146
Bonus accrual	52	52
Stock based compensation	2,568	1,554
Convertible securities issuance costs	1	1
Tax credits (AMT)	0	2
Prepaid and accrued expenses	568	683
Property and equipment	1,318	1,779
Capital loss carryforward	0	49
Operating lease liability	2,340	3,109
Premium deficiency reserve	0	3,597
Acquisition costs amortization	60	66
Interest expense carryforward	2,318	1,675
Bad debt reserves	2,363	0
Total deferred income tax assets	164,908	147,010
Less: valuation allowance	(163,204)	(144,619)
Total deferred income tax assets, net of valuation allowance	1,704	2,391
Deferred income tax liabilities:
TCJA Transition Adj. IRC 846	(49)	(58)
Market discount	0	(1)
Operating lease right of use asset	(1,655)	(2,330)
Total deferred income tax liabilities	(1,704)	(2,389)
Net deferred income tax asset	$ 0	$ 2

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%
Uncertain tax position	$ 0
Interest and penalties accrued	$ 0	$ 0
Effective income tax rate reconciliation, non-deductible interest expense			$ 31,100,000	$ 16,700,000
Operating loss carryforwards			725,800,000	636,000,000	$ 295,100,000
Operating loss carryforwards expiration year					2033
Deferred tax assets operating loss carryforwards and valuation allowance			$ 163,200,000	$ 144,600,000

Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Dec. 31, 2020

Dec. 31, 2019

Net income (loss) attributable to common stockholders

$ (48,417,000)

$ (28,162,000)

$ (136,392,000)

$ (363,737,000)

$ (48,417,000)

$ (28,162,000)

$ (136,392)

$ (363,737)

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

376,170,545

^[1]

88,330,996

^[1]

88,691,582

87,829,419

Net loss per share attributable to common stockholders basic and diluted

$ (0.13)

$ (0.32)

Reverse Capitalization [Member]

Net loss per share attributable to common stockholders basic and diluted

$ (1.54)

$ (4.14)

[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.

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

+ References

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+ Details

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

+ References

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+ Details

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

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
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	183,505,007	171,292,096
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	36,557,759	24,344,848
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	139,444,346	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	7,502,902	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		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

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

Statutory equity and income - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Aggregate statutory capital and surplus	$ 79.4	$ 73.3
Statutory basis subsidiaries	$ 75.8	$ 60.8

Subsequent events - Additional Information (Details) - USD ($)			12 Months Ended
	Jan. 07, 2021	Oct. 05, 2020	Dec. 31, 2020
PIPE Investment [Member]
SUBSEQUENT EVENTS
Business combination, proceeds from private placement		$ 400,000	$ 400,000,000
IPO [Member]
SUBSEQUENT EVENTS
Business combination, deferred underwriter fees	$ 29,000,000		29,000,000
SCH and Merger Sub [Member]
SUBSEQUENT EVENTS
Business combination, net increase in cash			670,000,000
Business combination, transaction costs			$ 61,800,000

Schedule I - Condensed Statement of Balance Sheets (Parent Company) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Assets [Abstract]
Cash and cash equivalents	$ 404,507	$ 92,348	$ 112,494	$ 67,598	$ 75,403
Other assets	21,260	8,129		1,692
Total assets	866,942	267,252		337,021
Liabilities:
Accounts payable and accrued expenses	18,320	30,671		19,826
Accrued salaries and benefits	10,852	3,978		3,792
Notes and securities payable, net of discounts and deferred issuance costs		424,752
Warrants payable	62,039	97,782		17,672
Total liabilities	278,007	432,698		377,811
Convertible Preferred stock (Series Seed A, A-1, B, C, and D), $0.0001 par value; 155,387,025 shares authorized as of December 31, 2020 and 2019; 139,444,346 shares; after reverse capitalization, issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $470,256 as of December 31, 2020	0	447,747		447,747
Stockholders' equity
Additional paid-in capital	1,662,873	411,872
Accumulated deficit	(1,077,399)	(1,028,982)		(891,633)
Total stockholders' equity (deficit)	588,935	(613,193)	$ (508,941)	(488,537)	(502,574)
Total liabilities, convertible preferred stock and stockholders' equity	$ 866,942	267,252		337,021
Parent Company [Member]
Assets [Abstract]
Cash and cash equivalents		5,432		4,569	$ 36,033
Other assets		102		342
Intercompany interest receivable		4,958		3,750
Intercompany note receivable		40,000		40,000
Investments in consolidated subsidiaries		77,212		158,159
Total assets		127,704		206,820
Liabilities:
Accounts payable and accrued expenses		13,140		5,471
Accrued salaries and benefits		229		0
Intercompany payable		27,251		4,093
Notes and securities payable, net of discounts and deferred issuance costs		107,674		76,758
Derivative liabilities		44,810		138,561
Warrants payable		97,782		17,672
Total liabilities		290,886		242,555
Convertible Preferred stock (Series Seed A, A-1, B, C, and D), $0.0001 par value; 155,387,025 shares authorized as of December 31, 2020 and 2019; 139,444,346 shares; after reverse capitalization, issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $470,256 as of December 31, 2020		447,747		447,747
Stockholders' equity
Common Stock, Value		9		9
Additional paid-in capital		411,843		403,041
Accumulated deficit		(1,022,781)		(886,532)
Total stockholders' equity (deficit)		(610,929)		(483,482)
Total liabilities, convertible preferred stock and stockholders' equity		$ 127,704		$ 206,820

Schedule I - Condensed Statement of Balance Sheets (Parent Company) (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	0	155,387,025	155,387,025
Preferred Stock, Shares Issued	0	139,444,346	139,444,346
Preferred Stock, Shares Outstanding	0	139,444,346	139,444,346
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		351,572,668	351,572,668
Common Stock, Shares, Issued		89,972,184	88,674,206
Common Stock, Shares, Outstanding		89,206,266	88,279,119
Liquidation preference	$ 0	$ 470,256
Parent Company [Member]
Preferred stock, par value per share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		155,387,025	155,387,025
Preferred Stock, Shares Issued		139,444,346	139,444,346
Preferred Stock, Shares Outstanding		139,444,346	139,444,346
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		351,572,668	351,572,668
Common Stock, Shares, Issued		89,972,184	88,674,206
Common Stock, Shares, Outstanding		89,206,266	88,279,119
Liquidation preference		$ 470,256

Schedule I - Condensed Statements of Operations (Parent Company) (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Dec. 31, 2020

Dec. 31, 2019

Revenues:

Other income

$ 949

^[1]

$ 1,795

^[1]

$ 4,214

$ 801

Investment Income, Net

2,976

4,539

Total revenues

200,325

165,505

672,888

462,266

Expenses:

Change in fair value of warrants expense

38,606

28,483

120,444

94,757

Other expense

191

363

Total operating expenses

319,413

192,135

765,595

645,465

Loss from operations

(119,088)

(26,630)

(92,707)

(183,199)

(85,506)

2,237

80,328

2,909

Interest expense

1,175

7,815

35,990

23,155

Amortization of notes discount

13,660

5,712

21,118

15,913

(Gain) loss on derivative

(14,232)

(93,751)

138,561

$ (48,417)

$ (28,162)

(136,392)

(363,737)

Parent Company [Member]

Revenues:

Other income

3,685

3,396

Investment Income, Net

Total revenues

3,685

3,442

Expenses:

Change in fair value of warrants expense

4,831

Other expense

363

Total operating expenses

4,831

442

Loss from operations

(1,146)

3,000

80,328

2,909

Interest expense

35,556

23,155

Amortization of notes discount

21,118

15,913

(Gain) loss on derivative

(93,751)

138,561

Equity in net losses of consolidated subsidiaries

91,995

186,199