0001801170-22-000027 | 10-Q | XBRL Viewer | Clover Health Investments Corp DE

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Healthcare Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Healthcare receivable	$ 42,179	$ 48,042

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Actions Various lawsuits against the Company may arise in the ordinary course of the Company's business. Contingent liabilities arising from ordinary course litigation, income taxes and other matters are not expected to be material in relation to the financial position of the Company. At March 31, 2022, and December 31, 2021, respectively, there were no material known contingent liabilities arising outside the normal course of business. Securities Class Actions and Derivative Litigation In February 2021, the Company and certain of its directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act. The complaints generally relate to allegations published in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The complaints seek unspecified damages on behalf of all persons and entities who purchased or acquired Clover securities during the class period (which begins on October 6, 2020, and, depending on the complaint, ends on February 3, 2021, or February 4, 2021), as well as certain other costs. In April 2021, the Middle District of Tennessee class actions were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as the lead case. On June 28, 2021, the plaintiffs filed an amended complaint, which also generally relates to allegations published in the Hindenburg article, but adds, among other things, allegations from confidential witnesses who purport to be former employees of the Company. The Company moved to dismiss the amended complaint on August 28, 2021; that motion was denied on February 28, 2022. 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 certain of the Company’s directors. It seeks unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies, and procedures. The second and third actions were filed in the United States District Court for the Middle District of Tennessee and are captioned Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.), and Luthra v. Garipalli, et al., Case No. 3:21-cv-00320 (M.D. Tenn.). The complaints assert violations of section 14(a) of the Exchange Act, breach of fiduciary duty, and aiding and abetting a breach of fiduciary duty. The Sun action also asserts unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under section 11(f) of the Securities Act, and sections 10(b) and 21D of the Exchange Act. The complaints name certain current and former officers and directors as defendants. They seek unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. The fourth action was filed in the United States District of Delaware and is captioned Wiegand v. Garipalli, et al., Case No. 1:21-cv-01053 (D. Del.). The initial complaint asserted violations of sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover’s corporate governance and internal procedures. The fifth action was filed in the Supreme Court of the State of New York and is captioned Sankaranarayanan v. Palihapitiya, et al., Index No. 655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty and unjust enrichment. The complaint names certain former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The sixth action was filed in the Delaware Court of Chancery and is captioned Davies v. Garipalli, et al., No. 2021-1016-SG (Del. Ch.). The complaint asserts breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The seventh action was filed in the Supreme Court of the State of New York and is captioned Uvaydov v. Palihapitiya, et al., Index No. 656978/2021 (N.Y Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty, unjust enrichment, and aiding and abetting a breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages, restitution, and disgorgement of profits obtained by defendants. On May 10, 2021, the Middle District of Tennessee shareholder derivative actions described above were consolidated under Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.) as lead case. 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. In June 2021, the parties in the Sun and Furman actions submitted joint stipulations and proposed orders to stay both actions. Soon thereafter, the courts in both actions approved the stipulations, thereby staying all proceedings and deadlines in the Sun and Furman actions pending a final decision on the motion to dismiss in the Middle District of Tennessee class actions consolidated under the Bond action, and approving the filing of an amended complaint. On November 30, 2021, the Sun and Luthra plaintiffs filed an amended complaint, asserting violations of section 14(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under sections 10(b) and 21D of the Exchange Act. The amended complaint generally relates to the allegations published in the Hindenburg Article, and names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. On September 16, 2021, the two District of Delaware derivative actions were consolidated under In re Clover Health Investments, Corp. Derivative Litigation, Case No. 1:21-cv-00191-LPS (Consolidated). The Furman complaint was deemed the operative complaint. On April 19, 2022, the plaintiff in the Wiegand action filed an amended complaint, asserting violations of Sections 10(b), 20(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain current and former officers and directors. The amended complaint seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover’s corporate governance and internal procedures. On May 2, 2022, the court approved the parties' joint stipulation and proposed order to stay proceedings in the consolidated action until July 28, 2022. On January 19, 2022, the court in the Davies action approved the parties’ joint stipulation and proposed order to stay all proceedings and deadlines in the action pending a final decision on the motion to dismiss in the Middle District of Tennessee class actions consolidated under the Bond action. On April 29, 2022, the parties filed a stipulation and proposed order that would stay proceedings until July 28, 2022. The parties in the New York derivative actions agreed to stay and consolidate those two actions into one action. On February 2, 2022, the parties filed a stipulation with the court to that effect. Upon the court’s approval, the complaint in the Sankaranarayanan action will be deemed the operative complaint in the New York derivative actions, and the parties will submit a proposed scheduling order for defendants’ response to that complaint. 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 Company 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 Company may be assessed, up to prescribed limits, for certain obligations to the policyholders and claimants of insolvent insurance companies that write the same line or lines of business as the Company.

Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 310	$ 84
Cash and cash equivalents
Fair Value, Separate Account Investment [Line Items]
Investment income, net	2	0
Short-term investments
Fair Value, Separate Account Investment [Line Items]
Investment income, net	71	37
Investment securities
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 237	$ 47

Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans	54,402,264	54,402,264
Shares Outstanding Under Plans	41,466,690	41,905,875
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans	31,884,272	30,641,401
Shares Outstanding Under Plans	13,710,002	6,690,048
Shares Remaining Under Plans	17,044,920	23,442,323
2020 MIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans	33,426,983	33,426,983
Shares Outstanding Under Plans	30,084,285	33,426,983
Shares Remaining Under Plans	0	0
Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans	11,000,000
Shares Outstanding Under Plans	6,201,550
Shares Remaining Under Plans	4,798,450

Organization and Operations (Details)	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Direct Contracting, shared savings and losses, percent	100.00%

Fair Value Measurements - Summary of Fair Value Measurements for Items (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
U.S. government and government agencies	$ 236,100	$ 196,735
Total assets at fair value	236,100	196,735
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
U.S. government and government agencies	0	0
Total assets at fair value	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
U.S. government and government agencies	236,100	196,735
Total assets at fair value	236,100	196,735
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
U.S. government and government agencies	0	0
Total assets at fair value	$ 0	$ 0

Notes and Securities Payable

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Notes and Securities Payable

Seek Convertible Note

On September 25, 2020, Seek issued the Seek Convertible Note in the principal amount of $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. 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 Seek Convertible Note is not guaranteed by Clover Health Investments, Corp. or any of its subsidiaries, other than Seek.

The Company 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 both March 31, 2022, and December 31, 2021. The Company 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, 2022, and December 31, 2021. Amortization of the debt issuance costs and interest expense on the note were $0.4 million during the three months ended March 31, 2022 and 2021, respectively.

The effective interest rate was 8.1% during the three months ended March 31, 2022 and 2021, respectively.

The below table summarizes maturities of the Company's securities payable over the next five years as of March 31, 2022:


	(in thousands)
2023	$	20,000
2024	—
2025	—
2026	—
2027	—
Total	$	20,000

Seek is currently in the process of winding down its operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Variable Interest Entity and Equity Method of Accounting	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Variable Interest Entity and Equity Method of Accounting	Variable Interest Entity and Equity Method of Accounting On February 4, 2022, Clover Therapeutics Company (Clover TX), a subsidiary of the Company, completed a private capital transaction in which it raised $17.9 million from the issuance of 16,210,602 shares of its preferred stock. Upon completion of the transaction, the Company owned approximately 25.46% of Clover TX. As a result, the Company reassessed its interest in Clover TX and determined that while Clover TX is a VIE, the Company is not considered as the primary beneficiary of the VIE because it does not have the power, through voting or similar rights and the license agreements, to direct the activities of Clover TX that most significantly impact Clover TX's economic performance. The Company determined that it does have a significant influence over Clover TX and, therefore, it began accounting for its common stock investment in Clover TX using the equity method on February 4, 2022. The Company derecognized all of Clover TX’s assets and liabilities from its balance sheet and its noncontrolling interest related to Clover TX, and recognized the retained common stock and preferred stock equity interests at fair values of $3.7 million and $4.9 million, respectively, which are included in equity method investment and other assets on the Condensed Consolidated Balance Sheets, and recognized a gain of $12.4 million, which is included in gain on investment on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022. As the Company applies the equity method to account for its common stock interest in Clover TX, the initial value of the investment is adjusted periodically to recognize (1) the proportionate share of the investee’s net income or losses after the date of investment, (2) additional contributions made and dividends or distributions received, and (3) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments and records the proportionate share of the investee’s net income or loss in equity in loss on investment on the Condensed Consolidated Statements of Operations and Comprehensive Loss. With respect to the Company's preferred stock equity interest in Clover TX, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value in accordance with ASC 321, Investments – Equity Securities. The carrying amount of the investment is included in other assets in the Condensed Consolidated Balance Sheets. In accordance with ASC 321, for each reporting period, the Company completes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

Stockholders' Equity and Convertible Preferred Stock	3 Months Ended
Stockholders' Equity and Convertible Preferred Stock	Mar. 31, 2022
Equity And Temporary Equity [Abstract]
Stockholders' Equity and Convertible Preferred Stock	Stockholders' Equity and Convertible Preferred Stock Stockholders’ Equity The Company was authorized to issue up to 2,500,000,000 shares of Class A common stock as of March 31, 2022, and December 31, 2021, and up to 500,000,000 shares of Class B common stock as of March 31, 2022, and December 31, 2021. As of March 31, 2022, and December 31, 2021, there were 378,854,310 and 352,645,626 shares of Class A common stock issued and outstanding, respectively. There were 94,448,208 and 118,206,768 shares of Class B common stock issued and outstanding as of March 31, 2022, and December 31, 2021, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Company's board of directors (the "Board") has the authority to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of March 31, 2022, there were no shares of preferred stock issued and outstanding. Issuance of Common Stock In November 2021, the Company sold 52,173,913 shares of Class A common stock at a public offering price of $5.75 per share for gross proceeds of approximately $300.0 million, before deducting underwriting discounts and commissions and other expenses payable by the Company, of $16.2 million. 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 fully paid and non-assessable shares of common stock. 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 upon the closing of the Business Combination. For additional information, see Note 3 (Business Combination) in the 2021 Form 10-K.

Operating Segments - Schedule of Revenue by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums of $119)	$ 278,169	$ 199,376
Non-Insurance revenue	594,898	0
Other income	1,312	949
Intersegment revenues	874,379	200,325
Net medical claims incurred and other medical costs	861,722
Gross profit	12,657
Total assets	2,679,894		$ 950,804
Ceded premiums	119	$ 124
Corporate/Other
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums of $119)	0
Non-Insurance revenue	0
Other income	27,399
Intersegment revenues	19,136
Net medical claims incurred and other medical costs	2,628
Gross profit	43,907
Total assets	1,113,735
Intersegment Eliminations
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums of $119)	0
Non-Insurance revenue	0
Other income	(26,358)
Intersegment revenues	(19,136)
Net medical claims incurred and other medical costs	(3,031)
Gross profit	(42,463)
Total assets	(699,749)
Insurance \| Operating Segments
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums of $119)	278,169
Non-Insurance revenue	0
Other income	271
Net medical claims incurred and other medical costs	268,126
Gross profit	10,314
Total assets	406,167
Non-Insurance \| Operating Segments
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums of $119)	0
Non-Insurance revenue	594,898
Other income	0
Net medical claims incurred and other medical costs	593,999
Gross profit	899
Total assets	$ 1,859,741

Operating Segments (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below summarizes the Company's results by operating segment:













	Insurance		Non-Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2022	(in thousands)
Premiums earned, net (Net of ceded premiums of $119)	$	278,169	$	—	$	—	$	—	$	278,169
Non-Insurance revenue	—		594,898		—		—		594,898
Other income	271		—		27,399		(26,358)		1,312
Intersegment revenues	—		—		19,136		(19,136)		—
Net medical claims incurred and other medical costs	268,126		593,999		2,628		(3,031)		861,722
Gross profit	$	10,314	$	899	$	43,907	$	(42,463)	$	12,657

Total assets	$	406,167	$	1,859,741	$	1,113,735	$	(699,749)	$	2,679,894

Reconciliation of Revenue from Segments to Consolidated

A reconciliation of the reportable segments' gross profit to the net loss included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:


	Three months ended March 31, 2022
	(in thousands)
Gross profit	$	12,657

Salaries and benefits	69,091
General and administrative expenses	57,697
Premium deficiency reserve benefit	(27,657)
Depreciation and amortization	826


Interest expense	403


Gain on investment	(12,394)
Net loss	$	(75,309)

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company's interim condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2021 Form 10-K.
Use of estimates	Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools.
Equity method of accounting and variable interest entities	Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities (VIEs) and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting.
Segment information	Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company operates in two reporting segments: Insurance and Non-Insurance.
Performance guarantees	Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers of Non-Insurance Beneficiaries that should be recognized in the financial statements. Accordingly, a liability for the performance guarantee was recorded on the Condensed Consolidated Balance Sheet. Each month, as the performance guarantee is fulfilled, the guarantee is amortized on a straight-line basis for the amount that represents the completed performance. With respect to each performance year in which the DCE is a participant, the final consideration due to the DCE from CMS (shared savings) or the consideration due to CMS from the DCE (shared loss) is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation if the Company is in a probable loss position. The DCE has entered into a surety bond agreement with CMS and a third-party surety to cover the reserve requirement, which is fifty percent of the amount determined by the CMS agreement.
Capitalized software development costs - cloud computing arrangements	Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements mostly comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis.
Deferred acquisition costs	Deferred acquisition costsAcquisition 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.
COVID-19	COVID-19 The societal and economic impact of the novel coronavirus (COVID-19) pandemic and its variants are continuing to evolve, and the ultimate impact on the Company's 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, the Company has implemented additional steps related to its care delivery, member support, and internal policies and operations.
Recent accounting pronouncements	Recent accounting pronouncements Recently adopted accounting pronouncements 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 Company adopted this standard on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company's financial statements. Accounting pronouncements effective in future periods In August 2018, the FASB issued ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, which was subsequently amended by ASU 2019-09, Financial Services—Insurance (Topic 944): Effective Date and ASU 2020-11, Financial Services—Insurance (Topic 944): Effective Date and Early Application. ASU 2020-11 was issued in consideration of the implications of COVID-19 and to provide transition relief and additional time for implementation by deferring the effective date by one year. The amendments in ASU 2018-12 make changes to a variety of areas to simplify or improve the existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. The amendments require insurers to annually review the assumptions they make about their policyholders and update the liabilities for future policy benefits if the assumptions change. The amendments also simplify the amortization of deferred acquisition costs and add new disclosure requirements about the assumptions used to measure liabilities and the potential impact to future cash flows. The amendments related to the liability for future policy benefits for traditional and limited-payment contracts and deferred acquisition costs are to be applied to contracts in force as of the beginning of the earliest period presented, with an option to apply such amendments retrospectively with a cumulative-effect adjustment to the opening balance of retained earnings as of the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for nonpublic entities and smaller reporting companies for fiscal years beginning after December 15, 2023, and for public entities beginning after December 15, 2022. The Company is currently evaluating the effects the adoption of ASU 2018-12 and ASU 2020-11 will have on its financial statements.

Employee Benefit Plans - Summary of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 40,640	$ 42,713
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	1,304	3,694
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	16,915	14,052
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	22,361	24,967
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 60	$ 0

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Earnings Per Share [Abstract]

Net loss

$ (75,309)

$ (48,417)

Net loss attributable to Common Stockholders

$ (75,309)

$ (48,417)

Basic weighted average number of common shares and common share equivalents outstanding (in shares)

^[1]

473,028,651

376,170,545

Diluted weighted average number of common shares and common share equivalents outstanding (in shares)

^[1]

473,028,651

376,170,545

Net loss per share attributable to Common Stockholders—basic (in dollars per share)

^[1]

$ (0.16)

$ (0.13)

Net loss per share attributable to Common Stockholders—diluted (in dollars per share)

^[1]

$ (0.16)

$ (0.13)

[1]

Because the Company had a net loss during the three months ended March 31, 2022 and 2021, the Company's potentially dilutive securities, which include stock options, restricted stock, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive.

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

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 (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Share

Basic and diluted net loss per share attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") was calculated as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands, except per share data)
Net loss	$	(75,309)	$	(48,417)
Net loss attributable to Common Stockholders	(75,309)		(48,417)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	473,028,651		376,170,545
Net loss per share attributable to Common Stockholders—basic and diluted	$	(0.16)	$	(0.13)

Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted

net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
	2022	2021
Options to purchase common stock	32,410,176	37,409,124
RSUs	31,512,397	16,748,379
PRSUs	27,539,954	—

Warrants to purchase common stock (as converted to common stock)	—	38,533,271

Total anti-dilutive shares excluded from computation of net loss per share	91,462,527	92,690,774

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investment securities, available-for sale, Amortized cost current	$ 77,855	$ 21,142
Investment securities, held-to-maturity, Fair value current	306	307
Investment securities, available-for sale, Amortized cost noncurrent	165,503	177,527
Investment securities, held-to-maturity, Fair value noncurrent	$ 367	$ 364
Treasury stock, shares held (in shares)	1,893,793	14,730
Common Class A
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)	378,854,310	352,645,626
Common stock, shares, outstanding (in shares)	378,854,310	352,645,626
Common Class B
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares, issued (in shares)	94,448,208	118,206,768
Common stock, shares, outstanding (in shares)	94,448,208	118,206,768

Employee Benefit Plans - ESPP Valuation Assumption (Details) - ESPP	3 Months Ended
	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	8 months 8 days
Expected volatility	85.60%
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	102.00%

Unpaid Claims - Activity in Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Gross and net balance, beginning of period	$ 136,137	$ 103,976
Incurred related to:
Current year	272,151	213,135
Prior years	(7,056)	1,285
Total incurred	265,095	214,420
Paid related to:
Current year	164,034	130,447
Prior years	84,180	70,367
Total paid	248,214	200,814
Gross and net balance, end of period	$ 153,018	$ 117,582

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Legacy Warrants	Common Stock	Common Stock RSUs	Common Stock PRSUs	Common Stock Legacy Warrants	Treasury Stock	Additional paid-in capital	Additional paid-in capital Legacy Warrants	Accumulated deficit	Accumulated other comprehensive income (loss)	Noncontrolling interest
Beginning balance (in shares) at Dec. 31, 2020	139,444,346
Beginning balance at Dec. 31, 2020	$ 447,747
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock conversion (in shares)	(139,444,346)
Preferred stock conversion	$ (447,747)
Ending balance (in shares) at Mar. 31, 2021	0
Ending balance at Mar. 31, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020			89,206,266				0
Beginning balance at Dec. 31, 2020	(613,193)		$ 9				$ 0	$ 411,867		$ (1,028,982)	$ 10	$ 3,903
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)			761,480
Stock issuance for exercise of stock options, net of early exercise liability	1,282							1,282
Stock-based compensation	42,713							42,713
Unrealized holdings loss on investment securities, available-for-sale	(493)										(493)
Preferred stock conversion (in shares)			139,444,346
Preferred stock conversion	447,747		$ 14					447,733
Issuance of common stock related to exercises of warrants (in shares)						7,205,490
Issuance of common stock related to exercises of legacy warrants		$ 97,782				$ 1			$ 97,781
Convertible debt conversion and other issuances (in shares)			75,084,703
Convertible debt conversion and other issuances	16,059		$ 7					16,052
Issuance of Common Stock in connection with Business Combination and PIPE offering (in shares)			96,398,800
Issuance of common stock in connection with Business Combination and PIPE offering	666,247		$ 15					666,232
Capital contribution for extinguishment of debt	126,795							126,795
Acquisition of Public and Private Placement Warrants	(147,582)							(147,582)
Derecognition of noncontrolling interest	0
Net loss	(48,417)									(48,417)
Ending balance (in shares) at Mar. 31, 2021			408,101,085				0
Ending balance at Mar. 31, 2021	$ 588,940		$ 46				$ 0	1,662,873		(1,077,399)	(483)	3,903
Beginning balance (in shares) at Dec. 31, 2021	0
Beginning balance at Dec. 31, 2021	$ 0
Ending balance (in shares) at Mar. 31, 2022	0
Ending balance at Mar. 31, 2022	$ 0
Beginning balance (in shares) at Dec. 31, 2021			470,852,394				14,730
Beginning balance at Dec. 31, 2021	539,317		$ 46				$ (147)	2,154,187		(1,616,738)	(1,934)	3,903
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)			151,620
Stock issuance for exercise of stock options, net of early exercise liability	331							331
Stock-based compensation	40,640							40,640
Vested restricted stock units (in shares)				2,074,756	8,951
Unrealized holdings loss on investment securities, available-for-sale	(5,324)										(5,324)
Treasury stock acquired (in shares)							1,879,063
Treasury stock acquired	(5,939)						$ (5,939)
Issuance of common stock under Employee Stock Purchase Plan (in shares)			214,797
Derecognition of noncontrolling interest	(3,903)											(3,903)
Net loss	(75,309)									(75,309)
Ending balance (in shares) at Mar. 31, 2022			473,302,518				1,893,793
Ending balance at Mar. 31, 2022	$ 489,813		$ 46				$ (6,086)	$ 2,195,158		$ (1,692,047)	$ (7,258)	$ 0

Dividend Restrictions	3 Months Ended
Dividend Restrictions	Mar. 31, 2022
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract]
Dividend Restrictions	Dividend RestrictionsThe Company's regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital and limit the timing and amount of dividends and other distributions that may be paid to their parent companies. Therefore, the Company's regulated insurance subsidiaries' ability to declare and pay dividends is limited by state regulations including obtaining prior approval by the New Jersey Department of Banking and Insurance. As of March 31, 2022, and December 31, 2021, neither of the regulated insurance subsidiaries had paid any dividends.

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Investment Securities Reconciliation

The following tables present amortized cost and fair values of investments as of March 31, 2022, and December 31, 2021, respectively:


March 31, 2022	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	655	$	38	$	(20)	$	673
Investment securities, available-for-sale
U.S. government and government agencies and authorities	243,358		21		(7,279)		236,100
Total investment securities	$	244,013	$	59	$	(7,299)	$	236,773


December 31, 2021	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	640	$	40	$	(9)	$	671
Investment securities, available-for-sale
U.S. government and government agencies and authorities	198,669		10		(1,944)		196,735
Total investment securities	$	199,309	$	50	$	(1,953)	$	197,406

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, 2022, by contractual maturity:


March 31, 2022	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	305	$	306	$	77,855	$	77,401
Due after one year through five years	30		30		160,539		154,180
Due after five years through ten years	210		190		4,964		4,519
Due after ten years	110		147		—		—
Total	$	655	$	673	$	243,358	$	236,100

Schedule of Net Investment Income

For the three months ended March 31, 2022 and 2021, 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,
		2022		2021
		(in thousands)
Cash and cash equivalents		$	2	$	—
Short-term investments		71		37
Investment securities		237		47
Investment income, net		$	310	$	84

Schedule of Gross Unrealized Losses and Fair Value for Fixed Maturities in a Continuous Unrealized Loss Position

Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at March 31, 2022, and December 31, 2021.


March 31, 2022	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	189,934	$	(5,033)	$	28,759	$	(2,266)	$	218,693	$	(7,299)
Total	$	189,934	$	(5,033)	$	28,759	$	(2,266)	$	218,693	$	(7,299)
Number of positions	21				6				27


December 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 and authorities	$	187,251	$	(1,555)	$	7,902	$	(398)	$	195,153	$	(1,953)
Total	$	187,251	$	(1,555)	$	7,902	$	(398)	$	195,153	$	(1,953)
Number of positions	18				4				22

Schedule of Realized Gain (Loss) on Investment Securities

Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three months ended March 31, 2022 and 2021, respectively:


	Three Months Ended March 31,
		2022		2021
		(in thousands)
Proceeds from sales of investment securities		$	—	$	17,267
Proceeds from maturities of investment securities		150,000		265

Gross realized gains		—		16
Gross realized losses		—		(77)
Net realized losses		$	—	$	(61)

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Related party agreements The Company has various contracts with IJKG Opco LLC (d/b/a CarePoint Health - Bayonne Medical Center), Hudson Hospital Opco LLC (d/b/a CarePoint Health - Christ Hospital) and Hoboken University Medical Center Opco LLC (d/b/a CarePoint Health - Hoboken University Medical Center), which collectively do business as the CarePoint Health System (CarePoint Health). CarePoint Health is ultimately held and controlled by Vivek Garipalli, the Chief Executive Officer and a significant stockholder of the Company. The Company 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 $2.6 million and $3.2 million for the three months ended March 31, 2022 and 2021, respectively. Additionally, $2.0 million and $2.3 million were payable to CarePoint Health as of March 31, 2022, and December 31, 2021, respectively. The Company has contracted with Rogue Trading, LLC (Rogue), a marketing services provider. The Company's President, Andrew Toy, is related to the Chief Executive Officer of Rogue. There were no expenses and fees related to these contracts for the three months ended March 31, 2022. Expenses and fees related to these contracts were $0.2 million for the three months ended March 31, 2021. The Company has a contract with Medical Records Exchange, LLC (d/b/a ChartFast) pursuant to which the Company receives administrative services related to medical records via ChartFast's electronic applications and web portal platform. ChartFast is ultimately owned and controlled by Mr. Garipalli. Expenses and fees incurred related to this agreement were $0.1 million and immaterial for the three months ended March 31, 2022 and 2021. On July 2, 2021, the Company entered into a contract with Thyme Care, Inc. (Thyme Care), an oncology benefit management company, through which Thyme Care will provide concierge cancer coordination services to the Company's Insurance members in New Jersey and develop a provider network to help ensure member access to high-value oncology care. Mr. Garipalli is a member of Thyme Care’s board of directors. Expenses and fees incurred related to this agreement were $0.4 million for the three months ended March 31, 2022.

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 09, 2021	Sep. 25, 2020	Dec. 31, 2017	Nov. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Exercise price of warrants (in dollars per share)				$ 0.10		$ 3.45	$ 2.61
Warrants outstanding	$ 0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of convertible securities	0
Financial asset or liabilities transfer in and out	0	$ 0
Level 3 \| Seek Convertible Note
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	$ 22,400,000		$ 22,000,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 273,831	$ 299,968
Short-term investments	212,258	293,851
Investment securities, available-for sale (Amortized cost: 2022: $77,855; 2021: $21,142)	77,401	21,131
Investment securities, held-to-maturity (Fair value: 2022: $306; 2021: $307)	305	305
Accrued retrospective premiums	57,681	34,923
Other receivables	13,731	14,282
Healthcare receivable	42,179	48,042
Non-Insurance performance year receivable	1,760,144	0
Surety bonds and deposits	14,769	12,613
Prepaid expenses	21,937	9,409
Other assets, current	17,181	18,022
Total current assets	2,491,417	752,546
Investment securities, available-for sale (Amortized cost: 2022: $165,503; 2021: $177,527)	158,699	175,604
Investment securities, held-to-maturity (Fair value: 2022: $367; 2021: $364)	350	335
Equity method investment	3,177	0
Property and equipment, net	2,311	2,287
Operating lease right-of-use assets	5,000	5,367
Goodwill and other intangible assets	4,233	4,233
Other assets, non-current	14,707	10,432
Total assets	2,679,894	950,804
Current liabilities
Unpaid claims	164,240	138,604
Due to related parties, net	1,950	2,320
Non-Insurance performance year obligation, current	1,780,297	36,891
Non-Insurance payable	81,003	37,773
Accounts payable and accrued expenses	27,451	28,129
Accrued salaries and benefits	11,590	15,147
Operating lease liabilities	2,411	3,059
Premium deficiency reserve	82,971	110,628
Other liabilities, current	110	73
Total current liabilities	2,152,023	372,624
Notes and securities payable, net of discounts and deferred issuance costs	19,947	19,938
Long-term operating lease liabilities	4,947	4,830
Other liabilities, non-current	13,164	14,095
Total liabilities	2,190,081	411,487
Commitments and Contingencies (Note 15)
Stockholders' equity
Additional paid-in capital	2,195,158	2,154,187
Accumulated other comprehensive loss	(7,258)	(1,934)
Accumulated deficit	(1,692,047)	(1,616,738)
Less: Treasury stock, at cost; 1,893,793 and 14,730 shares held as of March 31, 2022, and December 31, 2021, respectively	(6,086)	(147)
Total stockholders’ equity (deficit)	489,813	535,414
Noncontrolling interest	0	3,903
Total stockholders' equity	489,813	539,317
Total liabilities and stockholders' equity	2,679,894	950,804
Common Class A
Stockholders' equity
Common stock, value	37	34
Common Class B
Stockholders' equity
Common stock, value	$ 9	$ 12

Employee Benefit Plans - Summary of Total PRSUs Activity (Details) - PRSUs - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of shares
Beginning balance (in shares)	27,818,524	0
Granted (in shares)	0	27,460,364
Vested (in shares)	(13,264)
Forfeited (in shares)	(265,306)
Ending balance (in shares)	27,539,954	27,460,364
Weighted-average grant date fair value per share
Outstanding at beginning of period (in dollars per share)	$ 9.58	$ 0
Granted (in dollars per share)	0	9.59
Vested (in dollars per share)	(8.90)
Forfeited (in dollars per share)	(9.11)
Outstanding at end of period (in dollars per share)	$ 9.58	$ 9.59

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Activity

The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans as of March 31, 2022, and December 31, 2021, were as follows:


March 31, 2022	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	41,466,690	N/A
2020 Plan	31,884,272	13,710,002	17,044,920
2020 MIP	33,426,983	30,084,285	—
Inducement Plan	11,000,000	6,201,550	4,798,450


December 31, 2021	Shares Authorized Under Plan	Shares Outstanding Under Plan	Shares Remaining Under Plan
2014 Plan	54,402,264	41,905,875	N/A
2020 Plan	30,641,401	6,690,048	23,442,323
2020 MIP	33,426,983	33,426,983	—
Inducement Plan	N/A	N/A	N/A

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,	2022		2021
	(in thousands)
Stock options	$	1,304	$	3,694
RSUs	16,915		14,052
PRSUs	22,361		24,967
ESPP	60		—
Total compensation cost recognized for stock-based compensation plans	$	40,640	$	42,713

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

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


	Three Months Ended March 31, 2021
Weighted-average risk-free interest rate	1.1	%
Expected term (in years)	6.06
Expected volatility	37.7	%
Expected dividend yield	—

Summary of Stock Option Activity

A summary of option activity under the 2020 Plan during the three months ended March 31, 2022, is as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	1,753,799	$	8.88
Granted during 2022	—	—
Exercised	—	—
Forfeited	(60,180)	8.88
Outstanding, March 31, 2022	1,693,619	$	8.88

A summary of option activity under the 2014 Plan during the three months ended March 31, 2022, is as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	31,155,742	$	2.35
Granted during 2022	—	—
Exercised	(149,526)	2.03
Forfeited	(289,659)	2.51
Outstanding, March 31, 2022	30,716,557	$	2.35

Summary of Total RSU activity

A summary of total RSU activity is presented below:


	Number of RSUs	Weighted-average grant date fair value per share
Outstanding, January 1, 2021	—	$	—
Granted during 2021	16,844,216	16.02
Released	(95,834)	(16.02)
Outstanding, March 31, 2021	16,748,382	$	16.02

Outstanding, January 1, 2022	21,294,841	$	14.60
Granted during 2022	14,276,763	2.57
Released	(3,949,754)	(15.10)
Forfeited	(109,453)	(12.07)
Outstanding, March 31, 2022	31,512,397	$	9.10

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

The grant date fair value of Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition and the following assumptions:


Three months ended March 31, 2022
Expected volatility (1)	40.7	%
Risk-free interest rate (2)	0.5
Dividend yield (3)	—

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage.

(2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date.

(3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends.

Summary of Total Performance Restricted Stock Units

A summary of PRSU activity is presented below:


	Number of PRSUs	Weighted-average grant date fair value per share
Non-vested, January 1, 2021	—	$	—
Granted during 2021	27,460,364	9.59
Non-vested at March 31, 2021	27,460,364	$	9.59

Non-vested, January 1, 2022	27,818,524	9.58
Granted during 2022	—	—
Vested	(13,264)	(8.90)
Forfeited	(265,306)	(9.11)
Non-vested at March 31, 2022	27,539,954	$	9.58

Assumptions Used in ESPP Fair Value Determination

The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the three months ended March 31, 2022, were as follows:


Three months ended March 31, 2022
Weighted-average risk-free interest rate	102.0	%
Expected term (in years)	0.69
Expected volatility	85.6	%

Letter of Credit (Details) - Letter of Credit Agreement - USD ($) $ in Millions	Apr. 19, 2018	Mar. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Aggregate amount	$ 2.5
Interest rate	0.75%
Unused lines of Credit
Line of Credit Facility [Line Items]
Unused balance		$ 2.5	$ 2.5

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The consolidated effective tax rate of the Company for the three months ended March 31, 2022 and 2021, was (0.0%) and (0.0%), respectively. The Company continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company believes that as of March 31, 2022, 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, 2022, and December 31, 2021.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Investment Securities

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investment Securities

The following tables present amortized cost and fair values of investments as of March 31, 2022, and December 31, 2021, respectively:


March 31, 2022	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	655	$	38	$	(20)	$	673
Investment securities, available-for-sale
U.S. government and government agencies and authorities	243,358		21		(7,279)		236,100
Total investment securities	$	244,013	$	59	$	(7,299)	$	236,773


December 31, 2021	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	640	$	40	$	(9)	$	671
Investment securities, available-for-sale
U.S. government and government agencies and authorities	198,669		10		(1,944)		196,735
Total investment securities	$	199,309	$	50	$	(1,953)	$	197,406

The following table presents the amortized cost and fair value of debt securities as of March 31, 2022, by contractual maturity:


March 31, 2022	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	305	$	306	$	77,855	$	77,401
Due after one year through five years	30		30		160,539		154,180
Due after five years through ten years	210		190		4,964		4,519
Due after ten years	110		147		—		—
Total	$	655	$	673	$	243,358	$	236,100


	Three Months Ended March 31,
		2022		2021
		(in thousands)
Cash and cash equivalents		$	2	$	—
Short-term investments		71		37
Investment securities		237		47
Investment income, net		$	310	$	84


March 31, 2022	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	189,934	$	(5,033)	$	28,759	$	(2,266)	$	218,693	$	(7,299)
Total	$	189,934	$	(5,033)	$	28,759	$	(2,266)	$	218,693	$	(7,299)
Number of positions	21				6				27


December 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 and authorities	$	187,251	$	(1,555)	$	7,902	$	(398)	$	195,153	$	(1,953)
Total	$	187,251	$	(1,555)	$	7,902	$	(398)	$	195,153	$	(1,953)
Number of positions	18				4				22

The Company did not record any credit allowances for debt securities that were in an unrealized loss position as of March 31, 2022, and December 31, 2021.

As of March 31, 2022, 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, 2022, were assessed, based on, among other things:

•The relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an impairment loss;

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

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


	Three Months Ended March 31,
		2022		2021
		(in thousands)
Proceeds from sales of investment securities		$	—	$	17,267
Proceeds from maturities of investment securities		150,000		265

Gross realized gains		—		16
Gross realized losses		—		(77)
Net realized losses		$	—	$	(61)

As of March 31, 2022, and December 31, 2021, the Company had $11.2 million and $11.1 million, respectively, in deposits with various states and regulatory bodies that are included as part of the Company's investment balances.

Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands	Mar. 31, 2022 USD ($) position	Dec. 31, 2021 USD ($) position
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	$ 189,934	$ 187,251
Less than 12 months, Unrealized loss	(5,033)	(1,555)
Greater than 12 Months, Fair Value	28,759	7,902
Greater than 12 months, Unrealized loss	(2,266)	(398)
Total, Fair value	218,693	195,153
Total, Unrealized Loss	$ (7,299)	$ (1,953)
Less than 12 months, Number of positions \| position	21	18
12 Months or Longer, Number of positions \| position	6	4
Total, Number of positions \| position	27	22
U.S. government and government agencies and authorities
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	$ 189,934	$ 187,251
Less than 12 months, Unrealized loss	(5,033)	(1,555)
Greater than 12 Months, Fair Value	28,759	7,902
Greater than 12 months, Unrealized loss	(2,266)	(398)
Total, Fair value	218,693	195,153
Total, Unrealized Loss	$ (7,299)	$ (1,953)

Healthcare Receivables	3 Months Ended
Healthcare Receivables	Mar. 31, 2022
Receivables [Abstract]
Healthcare Receivables	Healthcare ReceivablesHealthcare receivables include pharmaceutical rebates which are accrued as they are earned and estimated based on contracted rebate rates, eligible amounts submitted to the manufacturers by the Company's pharmacy manager, pharmacy utilization volume, and historical collection patterns. Also included in healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $42.2 million and $48.0 million of healthcare receivables at March 31, 2022, and December 31, 2021, respectively.

Employee Benefit Plans - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
2020 Plan
Number of options
Outstanding at beginning of period (in shares) \| shares	1,753,799
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(60,180)
Outstanding at end of period (in shares) \| shares	1,693,619
Weighted-average exercise price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 8.88
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	8.88
Outstanding at end of period (in dollars per share) \| $ / shares	$ 8.88
2014 Plan
Number of options
Outstanding at beginning of period (in shares) \| shares	31,155,742
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(149,526)
Forfeited (in shares) \| shares	(289,659)
Outstanding at end of period (in shares) \| shares	30,716,557
Weighted-average exercise price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 2.35
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	2.03
Forfeited (in dollars per share) \| $ / shares	2.51
Outstanding at end of period (in dollars per share) \| $ / shares	$ 2.35

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Net medical claims incurred	$ 861,722	$ 214,420
General and administrative expenses	57,697	38,618
CarePoint Health Contract
Related Party Transaction [Line Items]
Net medical claims incurred	2,600	3,200
Due to related parties	2,000		$ 2,300
Rogue Trading
Related Party Transaction [Line Items]
Marketing expense	0	200
Medical Records Exchange, LLC
Related Party Transaction [Line Items]
General and administrative expenses	100	$ 0
Thyme Care, Inc.
Related Party Transaction [Line Items]
General and administrative expenses	$ 400

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Non-Insurance

3 Months Ended

Mar. 31, 2022

Non-Insurance [Abstract]

Non-Insurance

In April 2021, the Company began participating in the DC Model, which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for beneficiaries in Medicare fee-for-service (FFS). As a participating entity in the DC Model with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The DC Model is intended to reduce the administrative burden, support a focus on complex, chronically ill patients, and encourage physician organizations that have not typically participated in Medicare FFS to serve beneficiaries in Medicare FFS. The Company's operations in connection with the DC Model are included in the Non-Insurance operating segment. See Note 17 (Operating Segments) for additional information.

During the first quarter of 2022, the Company updated the names of its Medicare Advantage and Direct Contracting segments to the Insurance and Non-Insurance segments, respectively. As a result, the names of previous line items on our condensed consolidated balance sheet and income statement, such as Direct Contracting performance year receivable, Direct Contracting performance year obligation, Direct Contracting payable, and Direct Contracting revenue, were updated to Non-Insurance performance year receivable, Non-Insurance performance year obligation, Non-Insurance payable, and Non-Insurance revenue, respectively. These line items for the periods presented and comparative periods have not been modified with the exception of the updated names of the line items. For additional information, please see the Company's financial statements in the 2021 Form 10-K.

Performance Guarantees

Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments.

For additional information, see Note 2 (Summary of Significant Accounting Policies) and Note 22 (Direct Contracting) in the 2021 Form 10-K.

The tables below include the financial statement impacts of the performance guarantee:


	March 31, 2022
	(in thousands)
Non-Insurance performance year receivable	$	1,760,144
Non-Insurance performance year obligation (1)	1,780,297
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


		Three months ended March 31, 2022
	(in thousands)
Amortization of the Non-Insurance performance year receivable		$	(586,715)
Amortization of the Non-Insurance performance year obligation		586,715

Non-Insurance revenue		594,898

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (75,309)	$ (48,417)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	826	160
Amortization of notes and securities discounts and debt issuance costs	0	13,660
Stock-based compensation expense	40,640	42,713
Change in fair value of warrants payable and amortization of warrants	0	(85,506)
Accretion, net of amortization	(17)	52
Net realized losses on investment securities	0	(61)
Gain on investment	(12,394)	0
Premium deficiency reserve benefit	(27,657)	0
Changes in operating assets and liabilities:
Accrued retrospective premiums	(22,758)	(19,350)
Other receivables	551	(7,843)
Performance year receivable	(16,738)	0
Surety bonds and deposits	(2,156)	0
Prepaid expenses	(12,528)	(6,294)
Other assets	1,432	(6,622)
Healthcare receivables	5,863	8,520
Operating lease right-of-use assets	1,015	881
Unpaid claims	25,266	13,606
Accounts payable and accrued expenses	(678)	(4,502)
Accrued salaries and benefits	(3,557)	6,874
Other liabilities	(894)	151
Non-Insurance payable	43,230	0
Operating lease liabilities	(1,179)	(1,013)
Net cash used in operating activities	(57,042)	(92,869)
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities	(113,079)	(274,909)
Proceeds from sales of short-term investments and available-for-sale securities	0	17,267
Proceeds from maturities of short-term investments and available-for-sale securities	150,000	265
Purchases of property and equipment	(158)	(99)
Acquisition of Clover Therapeutics Series A preferred shares	(250)	0
Net cash provided by (used in) investing activities	36,513	(257,476)
Cash flows from financing activities:
Payment of notes payable principal	0	(5,020)
Issuance of common stock, net of early exercise liability	331	1,282
Proceeds from reverse recapitalization, net of transaction costs	0	666,242
Treasury stock acquired	(5,939)	0
Net cash (used in) provided by financing activities	(5,608)	662,504
Net (decrease) increase in cash and cash equivalents	(26,137)	312,159
Cash and cash equivalents, beginning of period	299,968	92,348
Cash and cash equivalents, end of period	273,831	404,507
Supplemental cash flow disclosures
Cash paid during the period for interest	0	812
Supplemental disclosure of non-cash activities
Performance year receivable	(1,743,406)	0
Performance year obligation	1,743,406	0
Conversion of preferred stock to common stock	0	447,747
Issuance of common stock related to convertible debt	0	16,059
Capital contribution for extinguishment of debt	0	126,795
Issuance of common stock related to warrants exercised	0	97,782
Acquisition of Public and Private Warrants	0	147,582
Right-of-use assets obtained in exchange for lease liabilities	648	101
Recognition of equity method investments and preferred stock	8,644	0
Derecognition of noncontrolling interest	3,903	0
Conversion of Clover Therapeutics convertible note to preferred stock	$ 250	$ 0

Unpaid Claims

3 Months Ended

Mar. 31, 2022

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

Unpaid Claims

Activity in the liability for unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2022 and 2021, is summarized as follows:


Three Months Ended March 31,	2022		2021
	(in thousands)

Gross and net balance, beginning of period (1)	$	136,137	$	103,976
Incurred related to:
Current year	272,151		213,135
Prior years	(7,056)		1,285
Total incurred	265,095		214,420
Paid related to:
Current year	164,034		130,447
Prior years	84,180		70,367
Total paid	248,214		200,814

Gross and net balance, end of period (1)(2)	$	153,018	$	117,582

(1) Includes amounts due to related parties.

(2) Differs from the total unpaid claims amount reported on the Condensed Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $13.2 million as of March 31, 2022.

Unpaid Claims for Insurance Operations

Unpaid claims for Insurance operations were $153.0 million as of March 31, 2022. During the three months ended March 31, 2022, $84.2 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $7.1 million was recognized during the three months ended March 31, 2022, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates as of December 31, 2021. An unfavorable development of $1.3 million was recognized during the three months ended March 31, 2021, resulting from the Company's actual experience with claims developing differently as compared to the Company'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 60.3% for the three months ended March 31, 2022, and 61.2% for the three months ended March 31, 2021. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a slower rate during the three months ended March 31, 2022, than during the three months ended March 31, 2021.

The Company uses a variety of standard actuarial techniques to establish unpaid claims reserves. Management estimates are supported by the Company's actuarial analysis. The Company utilizes an internal actuarial team to review the adequacy of unpaid claim and unpaid claim adjustment expense. The estimation of claim costs is inherently difficult and requires significant judgment. The estimation has considerable inherent variability and can fluctuate significantly depending upon several factors, including medical cost trends and claim payment patterns, general economic conditions, and regulatory changes. The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims. Management believes that the current reserves are adequate based on currently available information.

Unpaid Claims - Additional information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]
Incurred claims paid	$ 84,180	$ 70,367
Unfavorable (favorable) development	$ (7,056)	$ 1,285
Percentage of current year medical claims paid as a percent of current year net medical claims	0.603	0.612
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 153,018	$ 117,582	$ 136,137	$ 103,976
Insurance Operations
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 153,000

Stockholders' Equity and Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 07, 2021 shares	Nov. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2022 vote $ / shares shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			25,000,000
Preferred stock par value, (in dollars per share) \| $ / shares			$ 0.0001
Preferred stock, shares issued (in shares)			0
Preferred stock, shares outstanding (in shares)			0
Public Stock Offering
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		52,173,913
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 5.75
Gross proceeds from sale of stock \| $		$ 300,000
Net proceeds from sale of stock \| $		$ 16,200
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)			378,854,310	352,645,626
Common stock, shares, outstanding (in shares)			378,854,310	352,645,626
Common stock, number of voting rights per share \| vote			1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			500,000,000	500,000,000
Common stock, shares, issued (in shares)			94,448,208	118,206,768
Common stock, shares, outstanding (in shares)			94,448,208	118,206,768
Common stock, number of voting rights per share \| vote			10
Stock issued upon conversion (in shares)	139,444,346

Operating Segments - Additional Information (Details) - 3 months ended Mar. 31, 2022	Reportable_segment	segment
Segment Reporting [Abstract]
Number of reportable segments	2	2

Letter of Credit	3 Months Ended
Letter of Credit	Mar. 31, 2022
Debt Disclosure [Abstract]
Letter of Credit	Letter of CreditOn April 19, 2018, the Company 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, 2022, and December 31, 2021.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	91,462,527	92,690,774
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	31,512,397	16,748,379
PRSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	27,539,954	0
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	32,410,176	37,409,124
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	0	38,533,271

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table presents a summary of fair value measurements for financial instruments as of March 31, 2022, and December 31, 2021, respectively:


March 31, 2022	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	236,100	$	—	$	236,100
Total assets at fair value	$	—	$	236,100	$	—	$	236,100


December 31, 2021	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	196,735	$	—	$	196,735
Total assets at fair value	$	—	$	196,735	$	—	$	196,735

For additional information regarding the fair value measurements for financial instruments, see Note 5 (Fair Value Measurements) in the 2021 Form 10-K. For additional information regarding the liabilities, see Note 12 (Notes and Securities Payable), Note 13 (Warrants Payable), and Note 14 (Derivative Liabilities) in the 2021 Form 10-K.

The fair value of Legacy Clover's convertible securities was based on Level 3 inputs, which were unobservable and reflected management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. There was no fair value associated with convertible securities at March 31, 2022, due to the conversion of the securities to shares of the Company's common stock upon the completion of the Business Combination.

There were no changes in balances of Legacy Clover's Level 3 financial liabilities during the three months ended March 31, 2022. The changes in balances of Legacy Clover's Level 3 financial liabilities during the three months ended March 31, 2021, 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 losses (gains)	—		—		—		—
Balance, March 31, 2021	$	—	$	—	$	—	$	—

In addition to the Level 3 financial liabilities in the table above, on September 25, 2020, Seek Insurance Services, Inc. (Seek), a field marketing organization and an indirect wholly-owned subsidiary of the Company, entered into a note purchase agreement with a third-party investor and issued a note (the "Seek Convertible Note") in the principal amount of $20.0 million, for which the carrying value is approximately the same as the fair value. For additional information, see Note 8 (Notes and Securities Payable). As of March 31, 2022, and December 31, 2021, both the carrying value, which includes accrued interest, and the fair value of the Seek Convertible Note were $22.4 million and $22.0 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, 2022 or 2021.

Warrants

Warrants were 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 were measured at fair value at inception and measured on a recurring basis, with changes in fair value presented within change in fair value of warrants payable in the Condensed Consolidated Statement of Operations and Comprehensive Loss. The Company determined that the public warrants assumed in connection with the Business Combination were classified within Level 1 of the fair value hierarchy as the fair value was equal to the publicly traded price of the public warrants, and the private placement warrants, also assumed in connection with the Business Combination, were classified within Level 2 of the fair value hierarchy as the fair value was estimated using the price of the public warrants. On July 22, 2021, the Company issued a press release stating that it would redeem all of its public and private placement warrants. In connection with the redemption, effective August 24, 2021, the public warrants were delisted and classified within Level 2 of the fair value hierarchy as the fair value of the public warrants was based on proportional changes in the price of the Company’s common stock. The end of the redemption period was September 9, 2021, at which time the Company redeemed all unexercised public and private placement warrants at a price of $0.10 per warrant. Following the redemption, no public or private placement warrants were outstanding. For additional information, see Note 5 (Fair Value Measurements) and Note 13 (Warrants Payable) in the 2021 Form 10-K.

- Definition

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

+ References + Details

Unpaid Claims - Activity in Liability for Unpaid Claims and Claims Adjustment Expense (Footnote) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Claims Development [Line Items]
Unpaid claims	$ 153,018	$ 136,137	$ 117,582	$ 103,976
Non-Insurance
Claims Development [Line Items]
Unpaid claims	$ 13,200

Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,092,145
Issuances	0
Settlements	(1,092,145)
Transfers in	0
Transfers out	0
Total realized losses (gains)	0
Ending balance	0
Convertible securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	949,553
Issuances	0
Settlements	(949,553)
Transfers in	0
Transfers out	0
Total realized losses (gains)	0
Ending balance	0
Derivative liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	44,810
Issuances	0
Settlements	(44,810)
Transfers in	0
Transfers out	0
Total realized losses (gains)	0
Ending balance	0
Warrants payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	97,782
Issuances	0
Settlements	(97,782)
Transfers in	0
Transfers out	0
Total realized losses (gains)	0
Ending balance	$ 0

Operating Segments

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Operating Segments

Operating Segments The Company manages its operations based on two reportable operating segments: Insurance and Non-Insurance. Through the Insurance segment, the Company provides PPO and HMO plans to Medicare Advantage members in several states. The Company's Non-Insurance segment consists of its operations in connection with its participation in CMS' Direct Contracting program. All other clinical services and all corporate overhead not included in the Insurance or Non-Insurance segments are included within Corporate/

Other. These segment groupings are consistent with information used by the Chief Executive Officer, the Company's chief operating decision maker, to assess performance and allocate resources.

During the first quarter of 2022, the Company updated the names of its Medicare Advantage and Direct Contracting segments to the Insurance and Non-Insurance segments, respectively. The Company believes that this approach better reflects each segment’s current role and contribution to its business. There has been no change to the existing composition of these segments, and previously reported consolidated and segment-level financial results of the Company were not impacted by these changes.

The table below summarizes the Company's results by operating segment:













	Insurance		Non-Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2022	(in thousands)
Premiums earned, net (Net of ceded premiums of $119)	$	278,169	$	—	$	—	$	—	$	278,169
Non-Insurance revenue	—		594,898		—		—		594,898
Other income	271		—		27,399		(26,358)		1,312
Intersegment revenues	—		—		19,136		(19,136)		—
Net medical claims incurred and other medical costs	268,126		593,999		2,628		(3,031)		861,722
Gross profit	$	10,314	$	899	$	43,907	$	(42,463)	$	12,657

Total assets	$	406,167	$	1,859,741	$	1,113,735	$	(699,749)	$	2,679,894

A reconciliation of the reportable segments' gross profit to the net loss included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:


	Three months ended March 31, 2022
	(in thousands)
Gross profit	$	12,657

Salaries and benefits	69,091
General and administrative expenses	57,697
Premium deficiency reserve benefit	(27,657)
Depreciation and amortization	826


Interest expense	403


Gain on investment	(12,394)
Net loss	$	(75,309)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Employee Benefit Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 06, 2021	Mar. 31, 2022	Mar. 31, 2021	May 09, 2022	Mar. 09, 2022	Dec. 31, 2021	Sep. 09, 2021	Dec. 31, 2017	Nov. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer matching contribution, percent of match		100.00%
Employer matching contribution, percent of employees' gross pay		4.00%
Employer maximum annual contributions per employee, percent		4.00%
Employer discretionary contribution amount		$ 300
Employers matching contribution, vesting percentage		100.00%
Stock compensation expense recognized		$ 40,640	$ 42,713
Unvested stock options, unrecognized stock-based compensation		$ 68,000
Cost not yet recognized, period for recognition		3 years 11 months 15 days
Stock options, grants in period, weighted average grant date fair value (in dollars per share)			$ 3.36
Stock options, outstanding, intrinsic value		$ 47,600
Stock options, outstanding, weighted average remaining contractual term		6 years 5 months 12 days
Stock options, exercisable, number (in shares)		23,543,283
Stock options, exercisable, intrinsic value		$ 38,200
Stock options, exercisable, weighted average exercise price (in dollars per share)		$ 2.40
Stock options, exercisable, weighted average remaining contractual term		5 years 11 months 19 days
Stock options		$ 39,800	$ 6,500
Warrants issued to purchase common stock shares (in shares)								122,052	139,629
Exercise price of warrants (in dollars per share)							$ 0.10	$ 3.45	$ 2.61
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		1,304	3,694
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		16,915	14,052
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		22,361	24,967
Unvested stock options, unrecognized stock-based compensation		$ 151,300
Cost not yet recognized, period for recognition		3 years 9 months 7 days
Eligibility for vesting period		90 days
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		$ 60	0
Maximum number of shares that may be purchased	6,312,038
Maximum number of shares that may be purchased by any one participant	5,000
Initial offering period	5 months
ESPP \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock purchased or distributed (in shares)				214,797
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value, (in dollars per share)		$ 0.0001				$ 0.0001
Number of common stock purchased or distributed (in shares)		378,854,310				352,645,626
Common Class A \| ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate	15.00%
Number of shares available for issuance		6,097,241
Calculation of maximum number of ESPP, percentage of total number of shares outstanding	1.00%
Maximum common stock reserved, threshold percentage	10.00%
2020 Equity and Management Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value, (in dollars per share)		$ 0.0001
Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under plans (in shares)		11,000,000
Maximum number of shares that may be purchased		4,798,450
Inducement Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under plans (in shares)					11,000,000
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under plans (in shares)		54,402,264				54,402,264
Proceeds from stock options exercised		$ 6,400	$ 1,200
2014 Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, percentage of fair value of common stock		100.00%
Expiration period		10 years
2014 Plan \| Stock options \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
2014 Plan \| Stock options \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		5 years
2014 Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years

Non-Insurance (Details) - USD ($) $ in Thousands	3 Months Ended
Non-Insurance (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Non-Insurance [Abstract]
Non-Insurance, performance year obligation	$ 1,780,297		$ 36,891
Amortization of the Non-Insurance performance year receivable	(586,715)
Amortization of the Non-Insurance performance year obligation	586,715
Non-Insurance revenue	$ 594,898	$ 0

Employee Benefit Plans

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Employee Benefit Plans

Employee Savings Plan

The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0% of the first 4.0% compensation that is contributed by the employee up to 4.0% of eligible annual compensation after one year of service. The Company's service contributions to the 401(k) Plan amounted to approximately $0.3 million for both the three months ended March 31, 2022 and 2021, and are included in salaries and benefits on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100.0% vested.

Stock-based Compensation

The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units (RSUs) and options to acquire shares of the Company's common stock, par value $0.0001 per share, to employees, directors, officers, and consultants of the Company, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs to our Chief Executive Officer and President. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. On March 9, 2022, the Board adopted the 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") and reserved 11,000,000 shares of Class A common stock for issuance under the Inducement Plan. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may be made only to an employee who has not previously been an employee or member of the Board, or following a bona fide period of non-employment, if he or she is granted such award in connection with his or her commencement of employment with the Company, and such grant is an inducement material to his or her entering into employment with the Company.


March 31, 2022	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	41,466,690	N/A
2020 Plan	31,884,272	13,710,002	17,044,920
2020 MIP	33,426,983	30,084,285	—
Inducement Plan	11,000,000	6,201,550	4,798,450


December 31, 2021	Shares Authorized Under Plan	Shares Outstanding Under Plan	Shares Remaining Under Plan
2014 Plan	54,402,264	41,905,875	N/A
2020 Plan	30,641,401	6,690,048	23,442,323
2020 MIP	33,426,983	33,426,983	—
Inducement Plan	N/A	N/A	N/A

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

The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). The options are subject to the terms and conditions applicable to options granted under the Plans, as described in the applicable Plan and the applicable stock option grant agreement. The exercise prices, vesting, and other restrictions applicable to the stock options are determined at the discretion of the Compensation Committee, except that the exercise price per share of incentive stock options may not be less than 100.0% of the fair value of a share of common stock on the date of grant. Stock options awarded under the Plans expire 10 years after the grant date. Incentive stock options and non-statutory options granted to employees, directors, officers, and consultants of the Company typically vest over four or five years. RSU awards are subject to the terms and conditions set forth in the

Plans and the applicable RSU grant agreement. Vesting and other restrictions applicable to RSU awards are determined at the discretion of the Compensation Committee. The number of shares of common stock subject to an RSU award is determined by dividing the cash value of an RSU award by the average closing price of a share of the Company's Class A common stock over a specified period through the date of grant, and such awards typically vest over four years from the grant date. The total estimated fair value is amortized as an expense over the requisite service period as approved by the Compensation Committee.

The Company recorded stock-based compensation expense for options, RSUs, and performance restricted stock units (PRSUs) granted under the Plans, the Inducement Plan, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan (ESPP) of $40.6 million during the three months ended March 31, 2022, and such expenses are presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented in salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:


Three Months Ended March 31,	2022		2021
	(in thousands)
Stock options	$	1,304	$	3,694
RSUs	16,915		14,052
PRSUs	22,361		24,967
ESPP	60		—
Total compensation cost recognized for stock-based compensation plans	$	40,640	$	42,713

As of March 31, 2022, there was approximately $68.0 million of unrecognized stock-based compensation expense related to unvested stock options, RSUs, PRSUs, and the ESPP, estimated to be recognized over a period of 3.96 years.

Stock Options

No stock options were granted during the three months ended March 31, 2022. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the three months ended March 31, 2021, respectively, were as follows:


	Three Months Ended March 31, 2021
Weighted-average risk-free interest rate	1.1	%
Expected term (in years)	6.06
Expected volatility	37.7	%
Expected dividend yield	—

A summary of option activity under the 2020 Plan during the three months ended March 31, 2022, is as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	1,753,799	$	8.88
Granted during 2022	—	—
Exercised	—	—
Forfeited	(60,180)	8.88
Outstanding, March 31, 2022	1,693,619	$	8.88

A summary of option activity under the 2014 Plan during the three months ended March 31, 2022, is as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	31,155,742	$	2.35
Granted during 2022	—	—
Exercised	(149,526)	2.03
Forfeited	(289,659)	2.51
Outstanding, March 31, 2022	30,716,557	$	2.35

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

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

As of March 31, 2022, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $47.6 million, and a weighted-average remaining contractual term of 6.45 years. As of March 31, 2022, there were 23,543,283 options exercisable under the Plan, with an aggregate intrinsic value of $38.2 million, a weighted-average exercise price of $2.40 per share, and a weighted-average remaining contractual term of 5.97 years. The total value of stock options exercised during the three months ended March 31, 2022 and 2021, was $39.8 million and $6.5 million, respectively. Cash received from stock option exercises during the three months ended March 31, 2022 and 2021, totaled $6.4 million and $1.2 million, respectively.

Pursuant to the terms of the applicable Plan and stock option award agreement, employees may exercise options at any time after grant 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 Company must redeem those shares at the original exercise price and remit payment of the forfeited portion of shares back to the employee.

Restricted Stock Units

A summary of total RSU activity is presented below:


	Number of RSUs	Weighted-average grant date fair value per share
Outstanding, January 1, 2021	—	$	—
Granted during 2021	16,844,216	16.02
Released	(95,834)	(16.02)
Outstanding, March 31, 2021	16,748,382	$	16.02

Outstanding, January 1, 2022	21,294,841	$	14.60
Granted during 2022	14,276,763	2.57
Released	(3,949,754)	(15.10)
Forfeited	(109,453)	(12.07)
Outstanding, March 31, 2022	31,512,397	$	9.10

Performance Restricted Stock Units

The Company has granted certain PRSUs which become eligible to vest if prior to the vesting date the average closing price of one share of the Company's common stock for 90 consecutive days equals or exceeds a specified price (the "Market PRSUs"). Additionally, the Company has granted PRSUs that vest based on pre-established milestones including Company performance. The grant date fair value of the Market PRSUs is recognized as expense over the vesting period under the accelerated attribution method

and is not adjusted in future periods for the success or failure to achieve the specified market condition. The Company has also determined the requisite service period for the PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period for each tranche.

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, 2022
Expected volatility (1)	40.7	%
Risk-free interest rate (2)	0.5
Dividend yield (3)	—

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage.

(2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date.

(3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends.

A summary of PRSU activity is presented below:


	Number of PRSUs	Weighted-average grant date fair value per share
Non-vested, January 1, 2021	—	$	—
Granted during 2021	27,460,364	9.59
Non-vested at March 31, 2021	27,460,364	$	9.59

Non-vested, January 1, 2022	27,818,524	9.58
Granted during 2022	—	—
Vested	(13,264)	(8.90)
Forfeited	(265,306)	(9.11)
Non-vested at March 31, 2022	27,539,954	$	9.58

As of March 31, 2022, there was $151.3 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of 3.77 years.

2020 Employee Stock Purchase Plan

On January 6, 2021, stockholders approved the ESPP. The ESPP provides a means by which eligible employees and/or eligible service providers of either the Company or designated related companies and affiliates may be given an opportunity to purchase shares of Class A common stock at a 15.0% discount from the fair market value of the common stock as determined on specific dates at specified intervals. Subject to adjustments provided in the ESPP that are discussed below, the maximum number of shares of common stock that may be purchased under the ESPP is 6,312,038 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. As of March 31, 2022, 6,097,241 shares of Class A common stock were available for issuance under the ESPP.

On the first day of each fiscal year, beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, the calculation of the maximum number of ESPP shares shall include automatic increases in an amount equal to the lesser of (i) 1.0% of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the administrator of the ESPP; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0% of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) as of January 7, 2021, on an as-converted basis.

The initial offering period for the ESPP was five months, commencing on September 1, 2021, and ending on January 31, 2022. The second offering period began on March 14, 2022, and will end on November 22, 2022, and the third offering period will begin on November 23, 2022, and end on May 21, 2023.

As of the date of this report, 214,797 shares of the Company's Class A common stock have been purchased or distributed pursuant to the ESPP.


Three months ended March 31, 2022
Weighted-average risk-free interest rate	102.0	%
Expected term (in years)	0.69
Expected volatility	85.6	%

Equity warrants

In November 2016 and December 2017, the Company issued warrants to purchase 139,629 shares of the Company's common stock at an exercise price of $2.61 per share, and 122,052 shares of the Company'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 Company. These warrants were automatically exercised in connection with the Business Combination. For additional information, see Note 1 (Organization and Operations), Note 3 (Business Combination), and Note 18 (Employee Benefit Plans) to the financial statements in the 2021 Form 10-K.

Notes and Securities Payable (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

The below table summarizes maturities of the Company's securities payable over the next five years as of March 31, 2022:


	(in thousands)
2023	$	20,000
2024	—
2025	—
2026	—
2027	—
Total	$	20,000

Investment Securities - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Held-to-maturity debt securities, allowance for credit loss	$ 0	$ 0
Available-for-sale debt securities, allowance for credit loss	0	0
Deposits with various states and regulatory bodies	$ 11,200,000	$ 11,100,000

Notes and Securities Payable - Seek Convertible Note, Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 25, 2020
Debt Instrument [Line Items]
Debt, carrying amount	$ 20,000
Convertible Debt
Debt Instrument [Line Items]
Principal amount				$ 20,000
Interest rate				8.00%
Debt, carrying amount	19,900		$ 19,900
Capitalized debt issuance cost				$ 100
Unamortized debt issuance cost	100		$ 100
Amortization of debt issuance costs and interest expense	$ 400	$ 400
Effective interest rate	8.10%		8.10%

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs	3 Months Ended
	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	40.70%
Weighted-average risk-free interest rate	0.50%
Dividend yield	0.00%

Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 04, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Equity method investment		$ 3,177		$ 0
Gain on investment		12,394	$ 0
Clover Therapeutics Company
Class of Stock [Line Items]
Gain on investment		$ 12,400
Common Stock \| Clover Therapeutics Company
Class of Stock [Line Items]
Equity method investment	$ 3,700
Preferred Stock \| Clover Therapeutics Company \| Other Assets
Class of Stock [Line Items]
Equity Securities, FV-NI	$ 4,900
Private Capital Transaction \| Clover Therapeutics Company
Class of Stock [Line Items]
Ownership percentage	25.46%
Private Capital Transaction \| Preferred Stock \| Clover Therapeutics Company
Class of Stock [Line Items]
Net proceeds from sale of stock	$ 17,900
Sale of stock, number of shares issued in transaction (in shares)	16,210,602

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation The Company's interim condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of its financial position and its results of operations for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2021 Form 10-K. Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities (VIEs) and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company operates in two reporting segments: Insurance and Non-Insurance. Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers of Non-Insurance Beneficiaries that should be recognized in the financial statements. Accordingly, a liability for the performance guarantee was recorded on the Condensed Consolidated Balance Sheet. Each month, as the performance guarantee is fulfilled, the guarantee is amortized on a straight-line basis for the amount that represents the completed performance. With respect to each performance year in which the DCE is a participant, the final consideration due to the DCE from CMS (shared savings) or the consideration due to CMS from the DCE (shared loss) is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation if the Company is in a probable loss position. The DCE has entered into a surety bond agreement with CMS and a third-party surety to cover the reserve requirement, which is fifty percent of the amount determined by the CMS agreement. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements mostly comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets in other assets, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which 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, 2022, and December 31, 2021, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve. For the three months ended March 31, 2022 and 2021, charges related to deferred acquisition costs of $11.8 million and $1.8 million, respectively, were recognized in general and administrative expenses. COVID-19 The societal and economic impact of the novel coronavirus (COVID-19) pandemic and its variants are continuing to evolve, and the ultimate impact on the Company's 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, the Company has implemented additional steps related to its care delivery, member support, and internal policies and operations. Recent accounting pronouncements Recently adopted accounting pronouncements 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 Company adopted this standard on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company's financial statements. Accounting pronouncements effective in future periods In August 2018, the FASB issued ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, which was subsequently amended by ASU 2019-09, Financial Services—Insurance (Topic 944): Effective Date and ASU 2020-11, Financial Services—Insurance (Topic 944): Effective Date and Early Application. ASU 2020-11 was issued in consideration of the implications of COVID-19 and to provide transition relief and additional time for implementation by deferring the effective date by one year. The amendments in ASU 2018-12 make changes to a variety of areas to simplify or improve the existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. The amendments require insurers to annually review the assumptions they make about their policyholders and update the liabilities for future policy benefits if the assumptions change. The amendments also simplify the amortization of deferred acquisition costs and add new disclosure requirements about the assumptions used to measure liabilities and the potential impact to future cash flows. The amendments related to the liability for future policy benefits for traditional and limited-payment contracts and deferred acquisition costs are to be applied to contracts in force as of the beginning of the earliest period presented, with an option to apply such amendments retrospectively with a cumulative-effect adjustment to the opening balance of retained earnings as of the earliest period presented. The amendments for market risk benefits are to be applied retrospectively. ASU 2020-11 is effective for nonpublic entities and smaller reporting companies for fiscal years beginning after December 15, 2023, and for public entities beginning after December 15, 2022. The Company is currently evaluating the effects the adoption of ASU 2018-12 and ASU 2020-11 will have on its financial statements.

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Revenues:

Premiums earned, net (Net of ceded premiums of $119 and $124 for the three months ended March 31, 2022 and 2021, respectively)

$ 278,169

$ 199,376

Non-Insurance revenue

594,898

Other income

1,312

949

Total revenues

874,379

200,325

Operating expenses:

Net medical claims incurred

861,722

214,420

Salaries and benefits

69,091

66,024

General and administrative expenses

57,697

38,618

Premium deficiency reserve benefit

(27,657)

Depreciation and amortization

826

160

Other expense

191

Total operating expenses

961,679

319,413

Loss from operations

(87,300)

(119,088)

Change in fair value of warrants payable

(85,506)

Interest expense

403

1,175

Amortization of notes and securities discounts

13,660

Gain on investment

(12,394)

Net loss

$ (75,309)

$ (48,417)

Per share data:

Net loss per share attributable to Class A and Class B common stockholders - basic (in dollars per share)

^[1]

$ (0.16)

$ (0.13)

Net loss per share attributable to Class A and Class B common stockholders - diluted (in dollars per share)

^[1]

$ (0.16)

$ (0.13)

Weighted average number of common shares outstanding

Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)

^[1]

473,028,651

376,170,545

Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)

^[1]

473,028,651

376,170,545

Net unrealized loss on available-for-sale investments

$ (5,324)

$ (493)

Comprehensive loss

$ (80,633)

$ (48,910)

[1]

Net Loss per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss per Share

Basic and diluted net loss per share attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") was calculated as follows:


	Three Months Ended March 31,
	2022		2021
	(in thousands, except per share data)
Net loss	$	(75,309)	$	(48,417)
Net loss attributable to Common Stockholders	(75,309)		(48,417)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	473,028,651		376,170,545
Net loss per share attributable to Common Stockholders—basic and diluted	$	(0.16)	$	(0.13)

Because the Company had a net loss during the three months ended March 31, 2022 and 2021, the Company's potentially dilutive securities, which include stock options, RSUs, PRSUs, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted

net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
	2022	2021
Options to purchase common stock	32,410,176	37,409,124
RSUs	31,512,397	16,748,379
PRSUs	27,539,954	—

Warrants to purchase common stock (as converted to common stock)	—	38,533,271

Total anti-dilutive shares excluded from computation of net loss per share	91,462,527	92,690,774

Non-Insurance (Tables)

3 Months Ended

Mar. 31, 2022

Non-Insurance [Abstract]

Schedule of Performance Guarantees

The tables below include the financial statement impacts of the performance guarantee:


	March 31, 2022
	(in thousands)
Non-Insurance performance year receivable	$	1,760,144
Non-Insurance performance year obligation (1)	1,780,297
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


		Three months ended March 31, 2022
	(in thousands)
Amortization of the Non-Insurance performance year receivable		$	(586,715)
Amortization of the Non-Insurance performance year obligation		586,715

Non-Insurance revenue		594,898

Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investment securities, held-to-maturity
Amortized cost	$ 655	$ 640
Accumulated unrealized gains	38	40
Accumulated unrealized losses	(20)	(9)
Fair value	673	671
Investment securities, available-for-sale
Amortized cost	243,358	198,669
Accumulated unrealized gains	21	10
Accumulated unrealized losses	(7,279)	(1,944)
Fair value	236,100	196,735
Total investment securities
Amortized cost	244,013	199,309
Accumulated unrealized gains	59	50
Accumulated unrealized losses	(7,299)	(1,953)
Fair value	$ 236,773	$ 197,406

Investment Securities - Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Proceeds from sales of investment securities	$ 0	$ 17,267
Proceeds from maturities of investment securities	150,000	265
Proceeds from maturities of investment securities	150,000	265
Gross realized gains	0	16
Gross realized losses	0	(77)
Net realized losses	$ 0	$ (61)

Operating Segments - Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting [Abstract]
Gross profit	$ 12,657
Salaries and benefits	69,091	$ 66,024
General and administrative expenses	57,697	38,618
Premium deficiency reserve benefit	(27,657)	0
Depreciation and amortization	826	160
Interest expense	403	1,175
Gain on investment	(12,394)	0
Net loss	$ (75,309)	$ (48,417)

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

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+ Details

- Definition

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

+ References

+ Details

Notes and Securities Payable - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 20,000
2024	0
2025	0
2026	0
2027	0
Total	$ 20,000

- Definition

+ References + Details

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%
Deferred tax assets, net	$ 0
Unrecognized tax position	0
Penalties accrued	$ 0		$ 0

Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract]
Due within one year	$ 305
Due after one year through five years	30
Due after five years through ten years	210
Due after ten years	110
Amortized cost	655	$ 640
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract]
Due within one year	306
Due after one year through five years	30
Due after five years through ten years	190
Due after ten years	147
Fair value	673	$ 671
Debt Securities, Available-for-sale, Amortized Cost [Abstract]
Due within one year	77,855
Due after one year through five years	160,539
Due after five years through ten years	4,964
Due after ten years	0
Amortized cost	243,358
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract]
Due within one year	77,401
Due after one year through five years	154,180
Due after five years through ten years	4,519
Due after ten years	0
Fair value	$ 236,100

Organization and Operations	3 Months Ended
Organization and Operations	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Organization and Operations Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Company") is singularly focused on creating great, sustainable healthcare to improve every life. Clover has centered its strategy on building and deploying technology through 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 Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC, began participating as a Direct Contracting Entity (DCE) in the Global and Professional Direct Contracting Model (DC Model) of the Centers for Medicare and Medicaid Services (CMS), an agency of the United States Department of Health and Human Services, through which the Company provides care to aligned Original Medicare beneficiaries (the "Non-Insurance Beneficiaries"). 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 providers, specialists, and hospitals, enabling its members to see any doctor participating in Medicare willing to accept them. Clover focuses on minimizing members' out-of-pocket costs and offers many plans that allow members to pay the same co-pays for primary care provider visits regardless of whether their physician is in- or out-of-network. Through its Non-Insurance operations, which the Company previously referred to as its Direct Contracting operations, the Company assumes full risk (i.e., 100.0% shared savings and shared losses) for the total cost of care of aligned Non-Insurance Beneficiaries, empowers providers with the Clover Assistant, and offers a variety of programs aimed at reducing expenditures and preserving or enhancing the quality of care for Non-Insurance Beneficiaries. For additional information related to the Company's Non-Insurance operations, see Note 16 in this report. Clover was originally incorporated as a Cayman Islands exempted company on October 18, 2019, as a special purpose acquisition company under the name Social Capital Hedosophia Holdings Corp. III (SCH). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Corp., a corporation originally incorporated on July 17, 2014, in the state of Delaware (Legacy Clover). Pursuant to the Merger Agreement, and a favorable vote of SCH's stockholders at an extraordinary general meeting on January 6, 2021 (the "Special Meeting"), on January 7, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of SCH (Merger Sub), merged with and into Legacy Clover. The separate corporate existence of Merger Sub ceased, Legacy Clover survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "Business Combination"). The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States (GAAP). Under the guidance in Accounting Standards Codification (ASC) 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover Health Investments, Corp., as the parent company of the combined business, is the successor Securities and Exchange Commission (SEC) registrant, meaning that Legacy Clover's financial statements for previous periods are disclosed in periodic reports filed with the SEC. The Business Combination has had and will have a significant impact on the Company's future reported financial position and results as a consequence of the reverse recapitalization. The Business Combination closed on January 7, 2021, and on the following day the Company's Class A Common Stock and then outstanding public warrants were listed on the Nasdaq Global Select Market (Nasdaq) under the symbols "CLOV" and "CLOVW," respectively, for trading in the public market. For additional information, see Note 1 (Organization and Operations) and Note 3 (Business Combination) included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K").

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details) - Stock options	3 Months Ended
	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	1.10%
Expected term (in years)	6 years 21 days
Expected volatility	37.70%
Expected dividend yield	0.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Ceded premiums	$ 119	$ 124

Summary of Significant Accounting Policies (Details) $ in Millions	3 Months Ended			6 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2022 Reportable_segment	Mar. 31, 2022 segment	Jun. 30, 2021 USD ($)
Accounting Policies [Line Items]
Number of reporting segments		2	2
General and Administrative Expense
Accounting Policies [Line Items]
Amortization expense of deferred acquisition costs	$ 11.8			$ 1.8

- Definition

Amount of amortization expense (reversal of expense) for deferred policy acquisition costs.

+ References + Details

Employee Benefit Plans - Summary of Total RSUs Activity (Details) - RSUs - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of shares
Beginning balance (in shares)	21,294,841	0
Granted (in shares)	14,276,763	16,844,216
Released (in shares)	(3,949,754)	(95,834)
Forfeited (in shares)	(109,453)
Ending balance (in shares)	31,512,397	16,748,382
Weighted-average grant date fair value per share
Outstanding at beginning of period (in dollars per share)	$ 14.60	$ 0
Granted (in dollars per share)	2.57	16.02
Released (in dollars per share)	(15.10)	(16.02)
Forfeited (in dollars per share)	(12.07)
Outstanding at end of period (in dollars per share)	$ 9.10	$ 16.02

Unpaid Claims (Tables)

3 Months Ended

Mar. 31, 2022

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

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

Activity in the liability for unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2022 and 2021, is summarized as follows:


Three Months Ended March 31,	2022		2021
	(in thousands)

Gross and net balance, beginning of period (1)	$	136,137	$	103,976
Incurred related to:
Current year	272,151		213,135
Prior years	(7,056)		1,285
Total incurred	265,095		214,420
Paid related to:
Current year	164,034		130,447
Prior years	84,180		70,367
Total paid	248,214		200,814

Gross and net balance, end of period (1)(2)	$	153,018	$	117,582

(1) Includes amounts due to related parties.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements for Items

The following table presents a summary of fair value measurements for financial instruments as of March 31, 2022, and December 31, 2021, respectively:


March 31, 2022	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	236,100	$	—	$	236,100
Total assets at fair value	$	—	$	236,100	$	—	$	236,100


December 31, 2021	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	196,735	$	—	$	196,735
Total assets at fair value	$	—	$	196,735	$	—	$	196,735

Schedule of Changes in Balances of Level 3 Financial Liabilities

The changes in balances of Legacy Clover's Level 3 financial liabilities during the three months ended March 31, 2021, 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 losses (gains)	—		—		—		—
Balance, March 31, 2021	$	—	$	—	$	—	$	—