0001801170-23-000015 | 10-K | XBRL Viewer | Clover Health Investments Corp DE

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Schedule I - Condensed Financial Information - Balance Sheet (Additional Information) (Details)		1 Months Ended
	Jan. 07, 2021 $ / shares shares	Jan. 31, 2021	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Jan. 08, 2021 shares
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value, (in dollars per share) \| $ / shares			$ 0.0001
Preferred stock, shares authorized (in shares)			25,000,000
Preferred stock, shares issued (in shares)			0
Preferred stock, shares outstanding (in shares)			0
Treasury stock, shares held (in shares)			2,072,752	14,730
Common Class A
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)			2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)			383,998,718	352,645,626
Common stock, shares, outstanding (in shares)			383,998,718	352,645,626	143,475,108
Common Class B
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)			500,000,000	500,000,000
Common stock, shares, outstanding (in shares)	260,965,701				260,965,701
Common stock exchange ratio	2.0681	2.0681
Parent Company \| Common Class A
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)			2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)			383,998,718	352,645,626
Common stock, shares, outstanding (in shares)			383,998,718	352,645,626
Parent Company \| Common Class B
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)			500,000,000	500,000,000
Common stock, shares, issued (in shares)			94,394,852	118,206,768
Common stock, shares, outstanding (in shares)			94,394,852	118,206,768

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:


December 31,	2022		2021
	(in thousands)
Capitalized software	$	4,705	$	1,416
Leasehold improvements	3,035		3,035
Office furniture and fixtures	36		35
Equipment	288		113
Property and equipment, gross	8,064		4,599
Less: accumulated depreciation and amortization	(2,311)		(2,312)
Property and equipment, net	$	5,753	$	2,287

Depreciation expense recorded by the Company was approximately $0.4 million, $0.3 million, and $0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. Amortization expense recorded by the Company was approximately $0.8 million, $0.2 million, and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Variable Interest Entity and Equity Method of Accounting	12 Months Ended
	Dec. 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, Character Biosciences, Inc. (f/k/a Clover Therapeutics Company) ("Character Biosciences"), an affiliate of the Company, completed a private capital transaction in which it raised $17.9 million from the issuance of 16,210,602 shares of its preferred stock. Upon completion of the transaction, the Company owned approximately 25.46% of Character Biosciences. As a result, the Company reassessed its interest in Character Biosciences and determined that while Character Biosciences is a VIE, the Company is not considered 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 Character Biosciences that most significantly impact Character Biosciences' economic performance. The Company determined that it does have a significant influence over Character Biosciences and, therefore, it began accounting for its common stock investment in Character Biosciences using the equity method on February 4, 2022. The Company derecognized all of Character Biosciences' assets and liabilities from its balance sheet and its noncontrolling interest related to Character Biosciences, and recognized the retained common stock and preferred stock equity interests at fair values of $3.7 million and $4.9 million, respectively, which are included in Equity method investment and Other assets, non-current on the Consolidated Balance Sheets, and recognized a gain of $9.2 million, which is included within Gain on investment on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. As the Company applies the equity method to account for its common stock interest in Character Biosciences, the initial value of the investment is adjusted periodically to recognize (i) the proportionate share of the investee's net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments and records the proportionate share of the investee's net income or loss in equity within loss on investment on the Consolidated Statements of Operations and Comprehensive Loss. With respect to the Company's preferred stock equity interest in Character Biosciences, 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 within Other assets, non-current in the 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. In accordance with ASC 323, for the year ended December 31, 2022, the Company recognized the proportionate share of Character Bioscience's net losses up to the investment carrying amount. At December 31, 2022, the Company discontinued applying the equity method to account for its common stock interest in Character Biosciences as the Company's net losses exceeded the Company's investment carrying amount. The equity method investment in Character Biosciences was reduced to zero and no further losses were recorded in the Company's consolidated financial statements as the Company did not guarantee obligations of the investee company nor has not committed additional funding. The Company will begin recognizing its share of net income only when it is greater than the cumulative net losses not recognized during the period the equity method was suspended. On January 23, 2023, Character Biosciences, completed a second private capital transaction in which it raised an additional capital from the issuance of additional shares of its preferred stock. Upon completion of this transaction, the Company's ownership percentage in Character Biosciences decreased.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 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"), for the provision of inpatient and hospital-based outpatient services. CarePoint Health was ultimately held and controlled by Vivek Garipalli, the Company's Executive Chairman and a significant stockholder of the Company. In May 2022, Mr. Garipalli and his family completed a donation of their interest in CarePoint Health to a non-profit organization called CarePoint Health Systems, Inc. Following the donation, Mr. Garipalli has remained a Manager of Hudson Hospital Propco, LLC, an affiliate of Hudson Hospital Opco, LLC. Additionally, certain affiliates of Mr. Garipalli are owed certain money from CarePoint Health for prior obligations, and Mr. Garipalli has an indirect interest in Sequoia Healthcare Services, LLC, which provides healthcare services to CarePoint Health. Expenses and fees incurred related to Clover's contracts with CarePoint Health, recorded within Net medical claims incurred, were $12.6 million, $12.7 million, and $11.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1.6 million and $2.3 million were payable to CarePoint Health at December 31, 2022, and December 31, 2021, respectively. The Company has contracted with Rogue Trading, LLC ("Rogue"), a marketing services provider. The Company's Chief Executive Officer and a Director, Andrew Toy, is related to the Chief Executive Officer of Rogue. There were no expenses and fees related to these contracts for the year ended December 31, 2022. Expenses and fees incurred related to these contracts were $0.3 million, and $0.3 million for the years ended December 31, 2021, and 2020, respectively. 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 $0.3 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively. There were no expenses and fees incurred related to this agreement for the year ended December 31, 2020. 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 was engaged to 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 the Board of Thyme Care and holds an equity interest of less than five percent (5%) of that entity. Expenses and fees incurred related to this agreement were $1.6 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. Additionally, $0.3 million and $0.1 million were payable to Thyme Care at December 31, 2022, and December 31, 2021, respectively.

Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 04, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Gain on investment		$ 9,217	$ 0	$ 0
Charter Bioscience Inc.
Class of Stock [Line Items]
Gain on investment		$ 9,200
Private Capital Transaction \| Charter Bioscience Inc.
Class of Stock [Line Items]
Ownership percentage	25.46%
Common Stock \| Charter Bioscience Inc.
Class of Stock [Line Items]
Equity method investment	$ 3,700
Preferred Stock \| Charter Bioscience Inc. \| Other Assets
Class of Stock [Line Items]
Equity interest at fair value	4,900
Charter Bioscience Inc. \| Preferred Stock \| Private Capital Transaction
Class of Stock [Line Items]
Net proceeds from sale of stock	$ 17,900
Sale of stock, number of shares issued in transaction (in shares)	16,210,602

Schedule I - Condensed Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 103,791	$ 299,968	$ 92,348
Short-term investments	41,457	293,851
Investment securities, available-for sale	189,498	21,131
Investment securities, held-to-maturity	15	305
Other assets, current	4,043	2,525
Total current assets	624,997	752,546
Investment securities, available-for-sale (Amortized cost: 2022: $142,940; 2021: $177,527)	137,368	175,604
Total assets	808,620	950,804
Current liabilities
Accounts payable and accrued expenses	32,445	28,129
Accrued salaries and benefits	23,962	15,147
Total current liabilities	440,656	372,624
Notes payable, net of discount and deferred issuance costs	0	19,938
Other liabilities, non-current	16,193	14,095
Total liabilities	460,882	411,487
Stockholders' equity
Additional paid-in capital	2,319,157	2,154,187
Accumulated other comprehensive loss	(9,374)	(1,934)
Accumulated deficit	(1,955,582)	(1,616,738)
Less: Treasury stock, at cost; 2,072,752 and 14,730 shares held at December 31, 2022 and 2021, respectively	(6,509)	(147)
Clover stockholders' equity	347,738	535,414
Total liabilities and stockholders' equity	808,620	950,804
Common Class A
Stockholders' equity
Common stock, value	37	34
Common Class B
Stockholders' equity
Common stock, value	9	12
Parent Company
Current assets
Cash and cash equivalents	69,718	115,894
Short-term investments	31,725	234,986
Investment securities, available-for sale	117,834	79,268
Investment securities, held-to-maturity	0	59
Other assets, current	5,704	38
Total current assets	224,981	430,245
Intercompany interest receivable	4,958	4,958
Intercompany note receivable	40,000	40,000
Investment securities, available-for-sale (Amortized cost: 2022: $142,940; 2021: $177,527)	18,708	0
Investments in consolidated subsidiaries	106,422	140,834
Total assets	395,069	616,037
Current liabilities
Accounts payable and accrued expenses	865	1,199
Accrued salaries and benefits	6,576	1,640
Total current liabilities	7,441	2,839
Intercompany payable	39,530	76,211
Notes payable, net of discount and deferred issuance costs	360	0
Other liabilities, non-current	0	360
Total liabilities	47,331	79,410
Stockholders' equity
Additional paid-in capital	2,319,157	2,153,909
Accumulated other comprehensive loss	(9,374)	(443)
Accumulated deficit	(1,955,582)	(1,616,738)
Less: Treasury stock, at cost; 2,072,752 and 14,730 shares held at December 31, 2022 and 2021, respectively	(6,509)	(147)
Clover stockholders' equity	347,738	536,627
Total liabilities and stockholders' equity	395,069	616,037
Parent Company \| Common Class A
Stockholders' equity
Common stock, value	37	34
Parent Company \| Common Class B
Stockholders' equity
Common stock, value	$ 9	$ 12

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options on Weighted Average Basis (Details) - Stock options	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	1.06%	0.84%
Expected term (in years)	6 years 21 days	4 years 8 months 4 days
Expected volatility	37.74%	34.66%
Expected dividend yield	0.00%	0.00%

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

Business Combinations

2022 Business Combination

On November 14, 2022, the Company entered into a securities purchase agreement with an electronic health record software provider, Juxly, Inc. ("Juxly"), to acquire 100% of the outstanding equity interests of Juxly, for a total purchase price of approximately $16.5 million of which $3.0 million is considered contingent consideration and the maximum amount estimated to be paid (the "2022 Business Combination"). The acquisition of Juxly was entered into as part of Clover's broader strategy of integrating Clover Assistant into existing electronic health record platforms deployed in the health care environment. The goodwill resulting from the transaction that was recorded by the Company was approximately $10.5 million.

The total acquisition related costs were $0.2 million and were recognized in the Company's Consolidated Statement of Operations and Comprehensive Loss within General and administrative expenses.

The acquisition described above was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the acquisition were included within the consolidated financial statements commencing on the respective acquisition date.

The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the Juxly acquisition.


November 14, 2022
(in thousands)
Cash and cash equivalents	$	320
Prepaid expenses	38
Accounts receivable	326
Current assets	684
Property and equipment, net	47
Goodwill and other intangible assets (1) (2)	15,907
Total assets acquired	$	16,638

Accounts payable and accrued expenses	$	38
Accrued salaries and benefits	31
Current taxes payable	43
Total liabilities assumed	$	112

Fair value of net assets acquired	$	16,526

Fair value of acquisition consideration	$	16,526

(1) Includes the fair value of Juxly's developed technology, which is being amortized on a straight-line basis over 5 years. The developed technology was valued using the cost approach and the useful life was estimated based on the time to recover the related future discounted cash flows.

(2) Includes the difference between the purchase price over the net identifiable tangible and intangible assets acquired allocated to goodwill, which is not deductible for tax purposes. Goodwill was assigned to Corporate/Other. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of Juxly.

Juxly's results of operations have been included in the Company's consolidated financial statements beginning on November 14, 2022. Juxly contributed revenue of $0.1 million and net loss of $0.4 million (after amortization of non-cash purchase accounting adjustments and transition and transaction costs) for the period from the date of acquisition through December 31, 2022.

2021 Business Combination

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

Immediately after giving effect to the 2021 Business Combination and the PIPE Investment, there were 143,475,108 shares of Class A Common Stock, 260,965,701 shares of Class B Common Stock and 38,533,271 warrants outstanding, equaling 404,440,809 total shares of common stock outstanding and 38,533,271 warrants outstanding.

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

See also Note 5 (Fair Value Measurements), Note 12 (Notes and Securities Payable), and Note 17 (Stockholders' Equity and Convertible Preferred Stock) for additional information regarding changes to the instruments as a result of the 2021 Business Combination.

Fair Value Measurements - Schedule of Changes in Fair Value of Warrants Payable (Details) - Public and private placement warrants - Warrants payable $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 147,582
Mark-to-market adjustment	(66,214)
Warrants exercised	(81,283)
Warrant redemption	(85)
Ending balance	$ 0

Employee Benefit Plans - Share-Based Payment Arrangement, Activity (Details) - shares	Dec. 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	36,378,558	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	29,805,319	6,690,048
Shares Remaining Under Plans	242,473	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	11,000,000
Shares Remaining Under Plans	0

Leases - Summary of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 1,907
2024	1,568
2025	1,234
2026	1,155
2027	1,190
Thereafter	303
Total lease payments	7,357
Less: imputed interest	(1,497)
Total	$ 5,860

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables present a summary of fair value measurements for financial instruments at December 31, 2022 and 2021, respectively:


December 31, 2022	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	228,467	$	—	$	228,467
Corporate debt securities	—		98,399		—		98,399
Warrants receivable	—		—		900		900
Total assets at fair value	$	—	$	326,866	$	900	$	327,766


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

The changes in balances of Legacy Clover's Level 3 financial assets and liabilities during the years ended December 31, 2022 and 2021, were as follows:


	Warrants receivable		Total
	(in thousands)
Balance, December 31, 2021	$	—	$	—
Receipts	900		900
Settlements	—		—
Transfers in	—		—
Transfers out	—		—
Total realized losses (gains)	—		—
Balance, December 31, 2022	$	900	$	900


	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, December 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. At December 31, 2022, upon the dissolution of Seek, all outstanding amounts related to the Seek note were canceled and forgiven. At December 31, 2021, the carrying value, which includes accrued interest, and the fair value of the Seek Convertible Note was $22.0 million, and was considered a Level 3 financial liability. For additional information, see Note 12 (Notes and Securities Payable).

On November 14, 2022, the Company recognized contingent consideration of $3.0 million, for which the carrying value is approximately the same as the fair value, and was included as part of the consideration transferred for the 2022 Business Combination. For additional information, see Note 3 (Business Combination).

There were no transfers in or out of Level 3 financial assets or liabilities for the years ended December 31, 2022 or December 31, 2021.

Legacy Warrants

On October 5, 2020, the Company entered into the Merger Agreement with SCH and simultaneously amended the warrants to be automatically exercisable for common stock in connection with the 2021 Business Combination. Pursuant to the Merger Agreement, the Loan Facility warrants and the September 2015 warrants automatically converted into 3,484,154 shares of Legacy Clover common stock and, after giving effect to the Exchange Ratio, converted into 7,205,490 shares of Class B Common Stock upon the closing of the 2021 Business Combination.

Public Warrants and Private Placement Warrants

As a result of the 2021 Business Combination, the Company assumed, at January 7, 2021, public warrants to purchase an aggregate of 27,599,938 shares of the Company's Class A Common Stock and private placement warrants to purchase an aggregate of 10,933,333 shares of the Company's Class A Common Stock. Each whole warrant entitled the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, at any time commencing on April 24, 2021.

Private Warrants

At December 31, 2022, the Company had exercisable private warrants which were embedded in several agreements as derivatives. These private warrants were accounted for as assets in accordance with ASC 815-40 and are presented within Other assets, non-current on the Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. These warrants at initial measurement date, December 31, 2022, were assessed to have a fair value of $0.9 million, with no other activity for the year ended December 31, 2022.

Liability Measurement

Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrants payable on the Consolidated Balance Sheets. The warrant liabilities were measured at fair value at inception and measured on a recurring basis, with changes in fair value presented within Change in fair value of warrants within the Consolidated Statements of Operations and Comprehensive Loss. The Company determined that the public warrants assumed in connection with the 2021 Business Combination were classified within Level 1 of the fair value hierarchy as the fair value was equal to the publicly traded price of the public warrants, and the private placement warrants, also assumed in connection with the 2021 Business Combination, were classified within Level 2 of the fair value hierarchy as the fair value was estimated using the price of the public warrants. On July 22, 2021, the Company issued a press release stating that it would redeem all of its public and private placement warrants. In connection with the redemption, effective August 24, 2021, the public warrants were delisted and classified within Level 2 of the fair value hierarchy as the fair value of the public warrants was based on proportional changes in the price of the Company's common stock. The end of the redemption period was September 9, 2021, at which time the Company redeemed all unexercised public and private placement warrants at a price of $0.10 per warrant. Following the redemption, no public or private placement warrants were outstanding.

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


December 31, 2021	Public and Private Placement Warrants
	(in thousands)
Initial measurement, January 7, 2021	$	147,582
Mark-to-market adjustment	(66,214)
Warrants payable balance, Warrants exercised	(81,283)
Warrants payable balance, Warrant redemption	(85)
Warrants payable balance, December 31, 2021	$	—

- 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

Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 7,543	$ 544	$ 2,976
Cash and cash equivalents
Fair Value, Separate Account Investment [Line Items]
Investment income, net	3,619	1	108
Short-term investments
Fair Value, Separate Account Investment [Line Items]
Investment income, net	1,797	195	1,722
Investment securities
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 2,127	$ 348	$ 1,146

Employee Benefit Plans

12 Months Ended

Dec. 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 $1.6 million, $1.2 million, and $1.2 million for the years ended December 31, 2022, 2021, and 2020, respectively, and are included within Salaries and benefits on the 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 Executive Chair and CEO. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. 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.

The 2020 Plan has an evergreen provision that requires the number of shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the last day of the 2024 fiscal year, in each case, in an amount equal to the lesser of (i) seven percent (7%) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A Common Stock determined by the Board; provided that for each fiscal year beginning with the 2025 fiscal year through the fiscal year that includes the expiration date of the plan, each such increase shall be reduced to the lesser of five percent (5%) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year or such number of shares determined by the Board.

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


December 31, 2022	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	36,378,558	N/A
2020 Plan	31,884,272	29,805,319	242,473
2020 MIP	33,426,983	30,084,285	—
Inducement Plan	11,000,000	11,000,000	—


December 31, 2021	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
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	—

Effective as of the closing of the 2021 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 $164.3 million, $163.7 million, and $7.1 million during the years ended December 31, 2022, 2021, and 2020, respectively, and such expenses are presented within Salaries and benefits in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Compensation cost presented within Salaries and benefits within the accompanying Consolidated Statements of Operations and Comprehensive Loss were as follows:


Years ended December 31,	2022		2021		2020
	(in thousands)
Stock options	$	3,445	$	7,998	$	7,078
RSUs	75,312		65,514		—
PRSUs	85,270		89,930		—
ESPP	278		281		—
Total compensation cost recognized for stock-based compensation plans	$	164,305	$	163,723	$	7,078

At December 31, 2022, there was approximately $340.5 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 4.00 years. The Company recognized $85.3 million and $89.9 million in share-based based compensation related to PRSUs for the years ended December 31, 2022 and 2021, respectively. The Company has granted PRSUs to certain executives, 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"). The expense referenced above is mainly attributable to Market PRSUs that vest based on pre-established milestones including Company performance. These milestones primarily consist of the volume-weighted average stock closing price ranging from $20 to $30 for 90 consecutive days. The grant date fair value of the 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. At December 31, 2022, the market condition component of these awards has not been met, so the awards have not been earned. This expense represents more than 50% of the total compensation cost recognized for stock-based compensation plans presented within Salaries and benefits within the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Stock Options

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 years ended December 31, 2021 and December 31, 2020, respectively, were as follows:


Years ended December 31,	2021		2020
Weighted-average risk-free interest rate	1.06	%	0.84	%
Expected term (in years)	6.06		4.68
Expected volatility	37.74	%	34.66	%
Expected dividend yield	—		—

A summary of option activity under the 2020 Plan during the year ended December 31, 2022, was as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	1,753,799	$	8.88
Granted during 2022	—	—
Exercised	—	—
Forfeited	(388,977)	8.88
Outstanding, December 31, 2022	1,364,822	$	8.88

A summary of option activity under the 2014 Plan during the year ended December 31, 2022, was as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	31,155,742	$	2.35
Granted during 2022	—	—
Exercised	(4,367,985)	0.13
Forfeited	(1,156,072)	1.85
Outstanding, December 31, 2022	25,631,685	$	2.69

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 years ended December 31, 2021 and December 31, 2020 were $3.36 and $1.04 per share, respectively.

At December 31, 2022, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of $340.5 million, and a weighted-average remaining contractual term of 4.00 years. At December 31, 2022, there were 21,662,878 options exercisable under the Plan, with an aggregate intrinsic value of $0.1 million, a weighted-average exercise price of $2.85 per share, and a weighted-average remaining contractual term of 6.13 years. The total value of stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $11.3 million, $39.3 million, and $5.8 million, respectively. Cash received from stock option exercises during the years ended December 31, 2022, 2021, and 2020 totaled $1.0 million, $6.1 million, and $2.1 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 early, 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	22,031,869	14.34
Released	(639,752)	6.64
Forfeited	(97,276)	8.42
Outstanding, December 31, 2021	21,294,841	$	14.60

Outstanding, January 1, 2022	21,294,841	$	14.60
Granted during 2022	34,706,132	2.45
Released	(4,656,884)	14.09
Forfeited	(1,726,890)	5.12
Outstanding, December 31, 2022	49,617,199	$	6.48

Performance Restricted Stock Units

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:


Year ended December 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	27,818,524	9.58
Non-vested at December 31, 2021	27,818,524	$	9.58

Non-vested, January 1, 2022	27,818,524	$	9.58
Granted during 2022	2,405,281	1.38
Vested	(13,264)	8.90
Forfeited	(265,306)	9.11
Non-vested at December 31, 2022	29,945,235	$	8.92

At December 31, 2022, there was $79.9 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of 4.00 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. At December 31, 2022, 5,742,230 shares of Class A common stock were available for issuance under the ESPP.

The ESPP includes an evergreen provision that limits the maximum number of shares of Class A common stock that may be issued under the plan, to 2,785,582 shares, plus the number of shares of Class A common stock that are automatically added on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) one percent (1%) of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the Board; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0% of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) as of January 7, 2021, on an as-converted basis.

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

At December 31, 2022, 569,808 shares of the Company's Class A common stock have been purchased or distributed pursuant to the ESPP.

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 year ended December 31, 2022, is as follows:


Year ended December 31, 2022
Weighted-average risk-free interest rate	467.0	%
Expected term (in years)	0.49
Expected volatility	78.4	%

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 2021 Business Combination.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax

The provision for income taxes consisted of the following for the years ended December 31, 2022, 2021, and 2020, respectively:


Years ended December 31,	2022		2021		2020
	(in thousands)
Current provision	$	—	$	—	$	(2)
Deferred expense	—		—		2
Provision for income taxes	$	—	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2022, 2021, and 2020, respectively, due to the following:


Years ended December 31,	2022		2021		2020
	(in thousands)
Income tax provision at federal statutory rate (21%)	$	(71,157)	$	(123,429)	$	(28,642)
Interest on convertible securities	—		—		6,537
Interest on convertible securities discount	—		2,867		4,423
Debt issuance cost related to convertible securities	—		—		—
Derivative liability related to convertible securities	—		—		(19,688)
Warrant expense	(189)		13,905		16,823
Meals and entertainment	21		26		13
Health insurance industry fee	—		—		2,715
Stock based compensation	7,989		(5,665)		350
Prior year true-up	(30,646)		—		—
Other, net	317		(365)		(1,116)
Valuation allowance	93,665		112,661		18,585
Provision for income taxes	$	—	$	—	$	—

Schedule of Deferred Tax Assets and Liabilities

Principal components of net deferred tax balances at December 31, 2022 and 2021, respectively, were as follows:


Years ended December 31,	2022		2021
	(in thousands)
Deferred income tax assets:
Net operating loss carryforward (NOL)	$	294,335	$	207,713
Stock based compensation	56,743		35,374
Premium deficiency reserve	3,442		23,232
Unpaid claim reserve discounting	384		404
Operating lease liability	1,231		1,657
Fixed assets and intangible assets	1,589		2,267
Accruals	9,927		2,950
Other	4,692		3,434
Total deferred income tax assets	372,343		277,031
Less: valuation allowance	(369,530)		(275,865)
Total deferred income tax assets, net of valuation allowance	2,813		1,166

Deferred income tax liabilities:
Operating lease right-of-use assets	(845)		(1,127)
Nontaxable gain on deconsolidation of entity	(1,936)		—
Other	(32)		(39)
Total deferred income tax liabilities	(2,813)		(1,166)
Net deferred income tax assets	$	—	$	—

Derivative Liabilities	12 Months Ended
Derivative Liabilities	Dec. 31, 2022
Derivative Instruments and Hedges, Liabilities [Abstract]
Derivative Liabilities	Derivative LiabilitiesIn connection with the $373.8 million of convertible securities issued in 2019, the Company determined that certain of the conversion and redemption features were embedded derivatives and were bifurcated from the host instrument and accounted for as embedded derivative instruments. In connection with the convertible securities, the Company recognized a capital contribution of $44.8 million during the year ended December 31, 2021. This capital contribution of $44.8 million was recorded as an increase in additional paid in capital as the notes were issued to affiliates of the Company. The Company recognized a gain of $93.8 million from activity related to derivative liabilities in connection with the convertible securities during the year ended December 31, 2020, which was recognized within Gain on derivative in the Consolidated Statement of Operations and Comprehensive Loss. Upon the completion of the 2021 Business Combination with SCH on January 7, 2021, the derivative balance was extinguished at January 7, 2021. See Note 3 (Business Combination) and Note 5 (Fair Value Measurements) for additional information.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Ceded premiums	$ 470	$ 489	$ 599

Unpaid Claims - Paid Claims (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Claims Development [Line Items]
Cumulative net paid claims	$ 3,232,576	$ 2,249,623	$ 1,443,830
2020 and prior
Claims Development [Line Items]
Cumulative net paid claims	1,562,766	1,557,507	1,443,830
2021
Claims Development [Line Items]
Cumulative net paid claims	777,315	692,116	0
2022
Claims Development [Line Items]
Cumulative net paid claims	$ 892,495	$ 0	$ 0

Unpaid Claims - Incurred Claims (Details) $ in Thousands	Dec. 31, 2022 USD ($) claim	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Claims Development [Line Items]
Cumulative incurred claims	$ 3,369,971	$ 2,385,940	$ 1,547,806
Total IBNR	$ 137,395
Number of reported claims \| claim	6,754,769,000
Unpaid claims	$ 137,395	136,317	103,976
Non-Insurance
Claims Development [Line Items]
Unpaid claims	6,100	4,600
2020 and prior
Claims Development [Line Items]
Cumulative incurred claims	1,559,073	1,563,639	1,547,806
Total IBNR	$ 1,010
Number of reported claims \| claim	1,433,039,000
2021
Claims Development [Line Items]
Cumulative incurred claims	$ 787,543	822,300	0
Total IBNR	$ 3,524
Number of reported claims \| claim	2,384,691,000
2022
Claims Development [Line Items]
Cumulative incurred claims	$ 1,023,355	$ 0	$ 0
Total IBNR	$ 132,861
Number of reported claims \| claim	2,937,039,000

Non-Insurance - Schedule of Performance Guarantees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Non-Insurance [Abstract]
Non-Insurance, performance year obligation	$ 73,844	$ 36,891
Amortization of the Non-Insurance performance year receivable	(2,385,116)	(664,224)
Amortization of the Non-Insurance performance year obligation	2,385,116	664,224
Non-Insurance revenue	$ 2,380,135	$ 667,639	$ 0

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Operating Leases

The Company leases office space in New Jersey, Tennessee, Georgia, and Hong Kong under non-cancelable operating leases. At December 31, 2022, the remaining terms of the operating leases were between one month and 63 months, and certain lease agreements contain provisions for future rent increases. For each lease the Company recorded a right-of-use (ROU) asset and lease liability at the earlier of the ASC 842 effective date or lease commencement date. The Company utilizes the straight-line method of recognizing lease expense. However, the Company is required to pay certain variable executory costs including common area maintenance, real estate taxes, and insurance that are expensed as incurred. These variable costs are excluded from the measurement of leases. Certain of the Company's leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at the Company's sole discretion. The ability to terminate a lease is determined by the applicable lease terms and conditions. The Company is not reasonably certain that it will exercise the renewal or termination options. Therefore, these options are not recognized as part of the ROU asset and lease liability.

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

Summary of Lease Costs Recognized Under ASC 842:

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company's operating leases for the years ended December 31, 2022, 2021, and 2020, respectively:


Years ended December 31,	2022			2021			2020
	(in thousands)
Operating lease cost	$	2,651		$	4,515		$	4,533
Variable lease cost	56			515			632
Short-term lease cost	—			45			20
Sublease income	(1,124)			(2,727)			(3,098)
Total lease cost	$	1,583		$	2,348		$	2,087
Other information
Cash paid for amounts included in the measurement of lease liabilities	$	3,340		$	5,248		$	4,979
Weighted-average remaining lease term	5.2 years			5.0 years			4.4 years
Weighted-average discount rate	10.65		%	10.36		%	10.17		%

The following table summarizes the Company's future lease payments for non-cancelable Operating lease liabilities at December 31, 2022:


	(in thousands)
2023	$	1,907
2024	1,568
2025	1,234
2026	1,155
2027	1,190
Thereafter	303
Total lease payments	7,357
Less: imputed interest	(1,497)
Total	$	5,860

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Arrangement, Activity


December 31, 2022	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	36,378,558	N/A
2020 Plan	31,884,272	29,805,319	242,473
2020 MIP	33,426,983	30,084,285	—
Inducement Plan	11,000,000	11,000,000	—


December 31, 2021	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
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	—

Schedule of Summary of Stock-Based Compensation Cost

Compensation cost presented within Salaries and benefits within the accompanying Consolidated Statements of Operations and Comprehensive Loss were as follows:


Years ended December 31,	2022		2021		2020
	(in thousands)
Stock options	$	3,445	$	7,998	$	7,078
RSUs	75,312		65,514		—
PRSUs	85,270		89,930		—
ESPP	278		281		—
Total compensation cost recognized for stock-based compensation plans	$	164,305	$	163,723	$	7,078

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


Years ended December 31,	2021		2020
Weighted-average risk-free interest rate	1.06	%	0.84	%
Expected term (in years)	6.06		4.68
Expected volatility	37.74	%	34.66	%
Expected dividend yield	—		—

Schedule of Stock Option Activity

A summary of option activity under the 2020 Plan during the year ended December 31, 2022, was as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	1,753,799	$	8.88
Granted during 2022	—	—
Exercised	—	—
Forfeited	(388,977)	8.88
Outstanding, December 31, 2022	1,364,822	$	8.88

A summary of option activity under the 2014 Plan during the year ended December 31, 2022, was as follows:


	Number of options	Weighted-average exercise price
Outstanding, January 1, 2022	31,155,742	$	2.35
Granted during 2022	—	—
Exercised	(4,367,985)	0.13
Forfeited	(1,156,072)	1.85
Outstanding, December 31, 2022	25,631,685	$	2.69

Schedule of 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	22,031,869	14.34
Released	(639,752)	6.64
Forfeited	(97,276)	8.42
Outstanding, December 31, 2021	21,294,841	$	14.60

Outstanding, January 1, 2022	21,294,841	$	14.60
Granted during 2022	34,706,132	2.45
Released	(4,656,884)	14.09
Forfeited	(1,726,890)	5.12
Outstanding, December 31, 2022	49,617,199	$	6.48

Schedule 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:


Year ended December 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.

Schedule of Total Performance Restricted Stock Units

A summary of PRSU activity is presented below:


	Number of PRSUs	Weighted-average grant date fair value per share
Non-vested, January 1, 2021	—	$	—
Granted during 2021	27,818,524	9.58
Non-vested at December 31, 2021	27,818,524	$	9.58

Non-vested, January 1, 2022	27,818,524	$	9.58
Granted during 2022	2,405,281	1.38
Vested	(13,264)	8.90
Forfeited	(265,306)	9.11
Non-vested at December 31, 2022	29,945,235	$	8.92

Schedule of Assumptions Used in ESPP Fair Value Determination

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


Year ended December 31, 2022
Weighted-average risk-free interest rate	467.0	%
Expected term (in years)	0.49
Expected volatility	78.4	%

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.4	$ 0.3	$ 0.5
Amortization expense	$ 0.8	$ 0.2	$ 0.1

Statutory Equity	12 Months Ended
Statutory Equity	Dec. 31, 2022
Insurance [Abstract]
Statutory Equity	Statutory Equity Applicable insurance department regulations require that the Company's regulated insurance subsidiaries prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the department of insurance of the respective state of domicile. These practices vary in some aspects from U.S. GAAP, with significant differences including that (a) certain assets are not included in statutory surplus, (b) certain statutory reserves are established by a direct charge to surplus, and (c) certain charges are reported as charges to capital and surplus, rather than as a component of net income. The regulated insurance subsidiaries are subject to certain Risk-Based Capital (RBC) requirements specified by the National Association of Insurance Commissioners (NAIC). Under those requirements, the amount of capital and surplus maintained by the Company's regulated insurance subsidiaries is to be determined based on various risk factors, such as (a) asset quality, (b) asset and liability matching, (c) loss reserve adequacy, and other business factors. Regulatory compliance is determined by a ratio of the Company's regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Generally, a ratio in excess of the regulatory threshold requires no corrective actions by the Company or regulators. At December 31, 2022 and 2021, the regulated insurance subsidiaries' capital and surplus of $141.4 million and $128.9 million, respectively, exceeded the minimum RBC requirements of approximately $120.6 million and $99.7 million, respectively.

Operating Segments - Schedule of Revenue by Operating Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	$ 1,084,869	$ 799,414	$ 665,698
Non-Insurance revenue	2,380,135	667,639	0
Other income	11,683	4,943	7,190
Intersegment revenues	3,476,687	1,471,996	672,888
Net medical claims incurred	3,453,952	1,551,178	590,082
Gross profit (loss)	22,735	(79,182)
Total assets	808,620	950,804
Ceded premiums	470	489	$ 599
Corporate/Other
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	0	0
Non-Insurance revenue	0	0
Other income	74,610	94,090
Intersegment revenues	108,249	41,932
Net medical claims incurred	9,042	7,637
Gross profit (loss)	173,817	128,385
Total assets	957,483	1,116,331
Eliminations
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	0	0
Non-Insurance revenue	0	0
Other income	(66,815)	(89,363)
Intersegment revenues	(108,249)	(41,932)
Net medical claims incurred	(12,379)	(9,152)
Gross profit (loss)	(162,685)	(122,143)
Total assets	(660,365)	(640,501)
Insurance \| Operating Segments
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	1,084,869	799,414
Non-Insurance revenue	0	0
Other income	2,577	216
Intersegment revenues	0	0
Net medical claims incurred	996,410	847,286
Gross profit (loss)	91,036	(47,656)
Total assets	354,748	416,947
Non-Insurance \| Operating Segments
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	0	0
Non-Insurance revenue	2,380,135	667,639
Other income	1,311	0
Intersegment revenues	0	0
Net medical claims incurred	2,460,879	705,407
Gross profit (loss)	(79,433)	(37,768)
Total assets	$ 156,754	$ 58,027

Schedule I - Condensed Financial Information - Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Other income	$ 11,683	$ 4,943	$ 7,190
Total revenues	3,476,687	1,471,996	672,888
Operating expenses:
General and administrative expenses	207,917	185,287	120,830
Total operating expenses	3,847,611	2,108,988	765,595
Loss from operations	(370,924)	(636,992)	(92,707)
Change in fair value of warrants	(900)	(66,146)	80,328
Interest expense	1,333	3,193	35,990
Amortization of notes and securities discounts and debt issuance costs	30	13,717	21,118
Gain on derivative	0	0	(93,751)
Gain on investment	(9,217)	0	0
Gain on extinguishment of note payable	(23,326)	0	0
Net loss	(338,844)	(587,756)	(136,392)
Parent Company
Revenues:
Other income	5,898	3,938	3,685
Total revenues	5,898	3,938	3,685
Operating expenses:
General and administrative expenses	784	187	4,831
Total operating expenses	784	187	4,831
Loss from operations	5,114	3,751	(1,146)
Change in fair value of warrants	0	(66,146)	80,328
Interest expense	0	1,593	35,556
Amortization of notes and securities discounts and debt issuance costs	0	13,681	21,118
Gain on derivative	0	0	(93,751)
Gain on investment	(5,314)	0	0
Gain on extinguishment of note payable	(23,326)	0	0
Equity in net losses of consolidated subsidiaries	372,598	648,580	91,995
Net loss	$ (338,844)	$ (593,957)	$ (136,392)

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company's consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment.
Use of estimates	Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools.
Reclassifications	Reclassifications Certain amounts in the prior years' Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, and Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits, Prepaid expenses, Property and equipment, net, Non-Insurance payable, and Other assets, current, Depreciation and amortization, and General and administrative expenses. Additionally, amounts within the prior years' Consolidated Statements of Operations and Comprehensive Loss related to Medicare Advantage ("MA") net medical claims incurred, direct contracting ("DC") net medical claims incurred, and other medical costs, have been combined to conform to the current year's presentation. These reclassifications had no material effect on the previously reported Consolidated Financial Statements.
Deferred revenue	Deferred revenue Premiums earned, net is recognized as income in the period members are entitled to receive services, risk adjustment revenue, and other ancillary income. Premiums received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets and recognized within Premiums earned, net once earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's members are estimated and included in revenue for the period including the member months for which the payment is designated by CMS.
Equity method of accounting and variable interest entities	Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.
Business Combinations	Business Combinations The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill to the extent that the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Segment information	Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance.
Performance guarantees	Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the financial statements. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460-Guarantees. At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its Consolidated Balance Sheets. To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above. With respect to each performance year in which the 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, current or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The DCE has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS. Within Surety bonds and deposits on the Consolidated Balance Sheets, the Company includes amounts held in escrow related to the financial guarantee as required with CMS, which is considered restricted cash in nature which is shown on the Company's Consolidated Statements of Cash Flow.
Cash and cash equivalents	Cash and cash equivalents Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. At December 31, 2022 and 2021, the Company had Cash and cash equivalents at financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal.
Investment securities	Investment securities Short-term investments Short-term investments consist of investments that the Company expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. Investment securities, available-for-sale Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Company purchases that are not classified as held-to-maturity, are classified as available-for-sale financial assets. The Company's available-for-sale investments are U.S. Treasury fixed maturity securities. Available-for-sale investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive income, net of applicable income taxes, until realized from a sale or an expected credit loss is recognized. Investment securities, held-to-maturity Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Company has a positive intent and ability to hold to maturity, are classified as held-to-maturity financial assets. The Company's held-to-maturity investments are comprised of U.S. Treasury fixed maturity securities. The held-to-maturity investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized. Impairment of investment securities Effective January 1, 2021, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available-for-sale and held-to-maturity securities for impairment, as further described below. Prior to January 1, 2021, the Company applied the other-than-temporary impairment model for available-for-sale securities in an unrealized loss position which did not result in impairments for 2020 or 2019. Beginning on January 1, 2021, the Company adopted ASC 326, which retained many similarities from the previous other-than-temporary impairment model but eliminated the consideration of the length of time over which the fair value had been less than cost. Additionally, under ASC 326, the expected losses on securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the security. The Company identifies securities that are in an unrealized loss position and could potentially have an impairment. This process involves monitoring market events that could impact issuers' credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Company considers relevant facts and circumstances in evaluating the impairment of a security. Relevant facts and circumstances considered include (1) the extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically related to the financial condition of the issuer or to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, and (6) the volatility of the fair value changes. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments. These risks and uncertainties include (1) the risk that management's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent financial statements could be provided to the Company's management to determine the fair value estimates and impairments, and (4) the risk that new information obtained by the Company, or changes in other facts and circumstances, could lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period. For available-for-sale securities whose fair value is less than their amortized cost that the Company does not intend to sell or is not required to sell, management evaluates the expected cash flows to be received as compared to amortized cost and determines if an expected credit loss has occurred. If an expected credit loss occurs, only the amount of the impairment related to the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income. To the extent the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, management recognizes an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Company reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2022, 2021, and 2020, there was no impairment loss reported. Held-to-maturity securities are evaluated for potential credit loss on a collective basis. The estimate of credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
Allowance for expected credit losses	Allowance for expected credit losses The Company assesses outstanding receivables at each period for credit risk. The majority of receivables are from CMS, a United States government entity that presents very limited credit risk.
Other Income	Other income Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, and realized gains and losses. Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and expected credit losses. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis.
Fair value measurements	Fair value measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. To determine the fair value of its investments, the Company utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased. Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Company would use in pricing the Company's assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below: Level 1 – Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 – Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 – Valuations are based on techniques that use significant inputs that are unobservable and reflect management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. The Company obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds.
Concentrations of credit risk	Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances. The ceding of insurance does not legally discharge the Company from its primary liability for the full amount of the policy coverage, and therefore the Company will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with its reinsurers.
Capitalized software development costs - cloud computing arrangements	Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis.
Deferred acquisition costs	Deferred acquisition costsAcquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Consolidated Statement of Operations and Comprehensive Loss.
Property and equipment, net	Property and equipment, net Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three to seven years. Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. Repairs and maintenance costs are expensed as incurred. Costs related to the development of internal-use software that do not meet capitalization criteria are expensed as incurred. Gains and losses on sales or disposals of property and equipment are included within Other income (loss). Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset.
Goodwill and other intangible assets	Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was no impairment of goodwill during the years ended December 31, 2022, 2021, and 2020. Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Company may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Company will test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of the Company and the resulting cash flows. At December 31, 2022 and 2021, there were no circumstances that indicate that the carrying amount of intangible assets deemed to have an indefinite useful life may not be recoverable.
Reinsurance	Reinsurance In the normal course of business, the Company seeks to reduce losses by reinsuring certain levels of risk in areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. To minimize exposure to losses related to a reinsurer's inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of a reinsurer, the expected credit losses of Reinsurance recoverable is evaluated based upon a number of factors. Such factors include the amounts outstanding, history of losses, ratings of reinsurers, disputes, any collateral or letters of credit held and other relevant factors. The Company had no material credit allowances for Reinsurance recoverable at December 31, 2022 and 2021. Amounts recoverable from reinsurers are estimated in a manner consistent with the liability associated with the reinsured business and consistent with the terms of the underlying contracts. Although reinsurance agreements contractually obligate reinsurers to reimburse the Company for their share of losses, they do not discharge the primary liability of the Company. The Company remains liable for unpaid claims and claims adjustment expenses associated with ceded insured risks if the assuming reinsurers fail to meet their contractual obligations. The costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contracts.
Unpaid claims and Medical claims incurred	Unpaid claims Unpaid claims and unpaid claims adjustment expenses include reported claims and incurred but not yet reported ("IBNR") claims, as well as the estimated expense of processing these claims. Management develops an estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Although there is considerable variability in such estimates, management believes that the unpaid claims and unpaid claims adjustment expense liability is adequate and represents management's best estimate of the ultimate cost of all reported and unreported claims incurred through the balance sheet date. The estimates are continually reviewed and adjusted as experience develops or new information becomes known. Changes in estimates are reflected in current consolidated operating results. Liabilities for both reported claims and IBNR not yet processed through the Company's systems are determined in the aggregate, employing actuarial methods that are commonly used by health insurance actuaries and meet actuarial standards of practice. Actuarial standards of practice require that the claim liabilities be appropriate under moderately adverse circumstances. Clover determines the amount of the liability for incurred but not paid claims by following a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project the best estimate of claim liabilities. Under this process, historical paid claims data is formatted into "claim triangles," which compare claim incurred dates to the dates of claim payments. This information is analyzed to create "completion factors" that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Completion factors are applied to claims paid through the period-end date to estimate the ultimate claim expense incurred for the period. Actuarial estimates of incurred but not paid claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. The Company's reserving practice is to consistently recognize an actuarial best estimate inclusive of a provision for moderately adverse conditions. This provision is reported as part of incurred claims. Medical claims incurred The Company recognizes the cost of medical claims in the period in which services are provided, including an estimate of the cost of medical claims IBNR. This methodology is applied for both the Company's Insurance and Non-Insurance operations. Medical claim expense reported within the Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses. Direct medical expenses include amounts paid or payable to hospitals, physicians, pharmacy benefit managers, providers of ancillary services, mandatory supplemental benefits, and is inclusive of the medical expense related to the Company's employed clinicians providing in-home care. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, which are estimated based on historical utilization of specific pharmaceuticals, current utilization and contract terms. Pharmacy rebates earned but not yet received from pharmaceutical manufacturers are included within Healthcare receivables within the Consolidated Balance Sheets. Overpayments to providers are recognized as a contra medical expense and reported within Other receivables within the Consolidated Balance Sheets.
Premium deficiency reserve and Revenue recognition	Premium deficiency reserve A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Company's MA and MA Part D ("MAPD") business. Management reassesses the profitability of contracts for providing insurance coverage to members when operating results or forecasts indicate probable future losses. Management establishes a premium deficiency reserve in current operations to the extent that the sum of expected future costs, claim adjustment expenses, and maintenance costs exceeds related future premiums under contracts without consideration of investment income. For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts. Losses recognized as a premium deficiency are recorded in the period in which such losses were identified and reflected within the Consolidated Statements of Operations and Comprehensive Loss. Losses recognized as a premium deficiency result in a beneficial effect in subsequent periods as operating losses under these contracts are charged to the liability previously established. The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (the "Health Care Reform Law") enacted significant reforms to various aspects of the U.S. health insurance industry. As part of the Health Care Reform Law, insurance industry assessments were established, including an annual health insurance industry fee ("HIF"), which became effective in 2014. The HIF was applicable in 2018, suspended in 2019, and resumed for calendar year 2020. The HIF is not deductible for income tax purposes. The 2019 Premium deficiency reserve was inclusive of the 2020 HIF. The Company estimates a liability for the HIF and records it in full once qualifying insurance coverage is provided in the applicable calendar year in which the fee is payable, with a corresponding deferred cost that is amortized ratably to expense over the same calendar year. The deferred cost is recorded within other assets on the Consolidated Balance Sheets. Revenue recognition Premiums earned, net Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and any adjustments to recognize rebates under the minimum benefit ratios required under the Health Care Reform Law. Premiums received in advance of the service period are reported within other liabilities on the Consolidated Balance Sheets and recognized as revenue when earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's enrollees are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. CMS uses a risk-adjustment model which adjusts premiums paid to MA contracts, based on risk scores that are compared with the overall average risk scores for the relevant state and market pool. Generally, if a risk score is below the average risk score the Company is required to make a risk adjustment payment into the risk pool, and if a risk score is above the average risk score the Company receives a risk adjustment payment from the risk pool. Risk adjustments can have a positive or negative retroactive impact to rates. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby prospective payments are based on the Company's estimated cost of providing standard Medicare-covered benefits to a member with an average risk profile. That baseline payment amount is adjusted to reflect the health status of enrolled membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information to CMS within prescribed deadlines. Estimated audit settlements are recorded as a reduction of premiums revenue within the Company's Consolidated Statements of Operations and Comprehensive Loss, based upon available information. Retrospective premiums involve the evaluation of past claims experience for the purpose of determining the actual cost of providing insurance for the customer. This evaluation is performed once every year and retrospective premiums are recognized in the year earned. MAPD revenue Payments received from CMS and members from Clover's participation in the MAPD program are determined from the Company's annual bid and represent amounts for providing prescription drug insurance coverage and are recognized as premium revenue ratably over the term of the annual contract. Such CMS payments are subject to risk sharing through risk corridor provisions. The risk corridor provisions compare costs targeted in bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to the Company or require the Company to refund to CMS a portion of the premiums received. As risk corridor provisions are considered in the overall annual bid process, management estimates and recognizes an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. Management records a receivable or payable at the contract level on the Consolidated Balance Sheets. Reinsurance and low-income cost subsidies represent funding from CMS in connection with the MAPD program for which Clover assumes no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member's out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with the annual bid. A reconciliation and related settlement of CMS' prospective subsidies against actual prescription drug costs paid is made after the end of the year. Consumer discounts of 50.0% on brand name prescription drugs for participants in the coverage gap are funded by CMS and pharmaceutical manufacturers. The Company accounts for these subsidies and discounts within other assets in the Consolidated Balance Sheets and as an operating activity in the Consolidated Statements of Cash Flows. The Company does not recognize premiums revenue or claim expenses for these subsidies or discounts.
Notes and securities payable	Notes and securities payable Debt issuance costs Costs incurred in connection with Company's debt financings are capitalized and amortized to Interest expense over the life of the related debt using the effective interest method. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts.
Leases	Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company's control over the use of that identified asset. The Company does not recognize leases with a lease term of one year or less on its Consolidated Balance Sheets. Leases with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU") assets and lease liabilities. The Company has sublease arrangements and recognizes sublease income from leasing excess space. Sublease income is recognized on a straight-line basis over the sublease term. At December 31, 2022 and 2021, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. At December 31, 2022 and 2021, the Company did not include optional extension periods in the measurement of its leases as they were not reasonably certain of exercise. The Company monitors its plans to renew its material leases on a quarterly basis. Where the rates implicit in the Company's leases are not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment over the lease term. Historically, the rate implicit in the leases has not been readily determinable and the appropriate incremental borrowing rate has been utilized. To estimate the appropriate incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. In determining the classification of a lease as operating or finance, ASC 842, Leases, allows for the use of judgment in determining whether the assumed lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in the lease guidance of 75.0% to represent "a major part" and 90.0% to represent "substantially all" as allowed in ASC 842 in evaluating leases for appropriate classification. These are applied consistently to the Company's entire portfolio of leases.
Stock-based compensation	Stock-based compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company's stock-based payments include stock options, restricted stock units, and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the grant date, and stock-based compensation costs are recognized as expense over the employees' requisite service periods, which are the vesting periods, on a straight-line basis. Nonemployee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified within the accompanying Consolidated Statements of Operations and Comprehensive Loss within Salaries and benefits. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.
Comprehensive income	Comprehensive income Comprehensive income is a measurement of certain changes within Stockholders' equity that results from transactions and other economic events other than transactions with the stockholders. The cumulative amount of these changes is reported on the Consolidated Balance Sheets.
Contingent liabilities	Contingent liabilities The Company records a provision for a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.
Federal income taxes	Federal income taxes The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The Company also recognizes the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years' tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates. At December 31, 2022 and 2021, sufficient doubt existed over the Company's ability to generate sufficient taxable income to realize its deferred income tax assets, and accordingly, the Company provided a full valuation allowance against its deferred tax assets. The Company records tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability for an uncertain tax position, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. The Company did not have any material uncertain tax positions during the years ended December 31, 2022 and 2021. The Company classifies interest and penalties associated with uncertain tax positions in its provision for income taxes. The Company did not incur or record any interest and penalties related to uncertain tax positions at or during the years ended December 31, 2022, 2021, and 2020.
General and administrative expenses	General and administrative expenses General and administrative expenses include professional service fees, outside legal, tax and accounting service fees, insurance, software application and system expenses, advertising and marketing, lease and occupancy costs and other overhead costs. General and administrative expenses also include claim adjudication and processing costs.
Net loss per share	Net loss per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potentially dilutive common shares. For purposes of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares. The Company's convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss attributable to common stockholders, such losses were not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Recent accounting pronouncements	Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted since the filing of the Annual Report on Form 10-K for the year ended December 31, 2021 that are expected to materially impact the Company's consolidated 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 public entities for periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of ASU 2018-12 and related amendments is not expected to have a material impact on the Company's financial statements.

Leases - Additional Information (Details)	Dec. 31, 2022
Minimum
Lessee, Lease, Description [Line Items]
Operating leases, remaining term	1 month
Maximum
Lessee, Lease, Description [Line Items]
Operating leases, remaining term	63 months

Operating Segments - Additional Information (Details)	12 Months Ended
Operating Segments - Additional Information (Details)	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of reporting segments (in segments)	2

Investment Securities (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Investment Securities Reconciliation

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


December 31, 2022	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	757	$	—	$	(106)	$	651
Investment securities, available-for-sale
U.S. government and government agencies and authorities	237,457		10		(9,000)		228,467
Corporate debt securities	98,783		38		(422)		98,399

Total held-to-maturity and available-for-sale investment securities	$	336,997	$	48	$	(9,528)	$	327,517


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 held-to-maturity and available-for-sale 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 at December 31, 2022, by contractual maturity:


December 31, 2022	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	15	$	15	$	193,300	$	189,498
Due after one year through five years	632		543		142,940		137,368
Due after five years through ten years	—		—		—		—
Due after ten years	110		93		—		—
Total	$	757	$	651	$	336,240	$	326,866

Schedule of Net Investment Income

For the years ended December 31, 2022, 2021, and 2020, respectively, net investment income, which is included within Other income within the Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources:


	Years ended December 31,
		2022		2021		2020
		(in thousands)
Cash and cash equivalents		$	3,619	$	1	$	108
Short-term investments		1,797		195		1,722
Investment securities		2,127		348		1,146
Investment income, net		$	7,543	$	544	$	2,976

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

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


December 31, 2022	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	64,261	$	(958)	$	147,757	$	(8,148)	$	212,018	$	(9,106)
Corporate debt securities	78,292		(422)		—		—		78,292		(422)
Total	$	142,553	$	(1,380)	$	147,757	$	(8,148)	$	290,310	$	(9,528)
Number of positions	92				24				116


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 within the Consolidated Statements of Operations and Comprehensive Loss, were as follows for the years ended December 31, 2022, 2021, and 2020, respectively:


	Years ended December 31,
	2022		2021		2020
	(in thousands)
Proceeds from sales of investment securities	$	13,348	$	126,862	$	248,664
Proceeds from maturities of investment securities	472,098		314,666		63,751

Gross realized gains	7		24		1,117
Gross realized losses	(274)		(77)		(3)
Net realized losses	$	(267)	$	(53)	$	1,114

Unpaid Claims

12 Months Ended

Dec. 31, 2022

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

Unpaid Claims

Activity within the liability for Unpaid claims, including claims adjustment expenses, for the years ended December 31, 2022 and 2021, respectively, is summarized as follows:


Years ended December 31,	2022		2021
	(in thousands)

Gross and net balance, beginning of period (1)	$	136,317	$	103,976
Incurred related to:
Current year	1,023,355		822,300
Prior years	(39,324)		15,834
Total incurred	984,031		838,134
Paid related to:
Current year	892,495		692,116
Prior years	90,458		113,677
Total paid	982,953		805,793

Gross and net balance, end of period (1)(2)	$	137,395	$	136,317

(1) Includes amounts due to related parties.

(2) Differs from the total Unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes unpaid claims for the Company's Non-Insurance operations of $6.1 million and $4.6 million at December 31, 2022 and 2021, respectively.

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

account for the purposes of calculating the liability for unpaid claims. Management believes that the current reserves are adequate based on currently available information.

Unpaid Claims for Insurance Operations

Unpaid claims for Insurance operations were $137.4 million at December 31, 2022. During the year ended December 31, 2022, $90.5 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $39.3 million was recognized during the year ended December 31, 2022, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2021. An unfavorable development of $15.8 million was recognized during the year ended December 31, 2021, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at 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 87.2% for the year ended December 31, 2022, and 84.2% for the year ended December 31, 2021. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a faster rate during the year ended December 31, 2022, than during the year ended December 31, 2021.

The following tables provide information regarding incurred and paid claims development for medical claims, as well as cumulative claim frequency and the total of incurred but not reported liabilities at December 31, 2022:


	Cumulative incurred claims for the years ended December 31,
Incurred year	2020*		2021*		2022		Total IBNR(1)		Number of reported claims
	(in thousands)								(in ones)
2020 and prior	$	1,547,806	$	1,563,639	$	1,559,073	$	1,010	1,433,039
2021	—		822,300		787,543		3,524		2,384,691
2022	—		—		1,023,355		132,861		2,937,039
Total	$	1,547,806	$	2,385,940	$	3,369,971	$	137,395	6,754,769

(1) Differs from the total Unpaid claims amount reported on the Consolidated Balance Sheets due to the fact the figure here excludes the Company's Non-Insurance unpaid claims of $6.1 million at December 31, 2022.

*Unaudited supplemental information


	Cumulative net paid claims through December 31,
Paid year	2020*		2021*		2022
	(in thousands)
Incurred year
2020 and prior	$	1,443,830	$	1,557,507	$	1,562,766
2021	—		692,116		777,315
2022	—		—		892,495
Total	$	1,443,830	$	2,249,623	$	3,232,576

*Unaudited supplemental information

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


December 31, 2022	(in thousands)
Cumulative incurred claims, net	$	3,369,971
Less: cumulative paid claims, net	3,232,576
Net unpaid claims, including claims adjustment expenses(1)	$	137,395

(1) The following balance reflects the unpaid claims for Insurance operations only. The Non-Insurance and other medical unpaid claims should be included in order to reconcile to the total Unpaid claims on the Consolidated Balance Sheets.

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation The Company's consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, goodwill and other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. Reclassifications Certain amounts in the prior years' Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, and Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits, Prepaid expenses, Property and equipment, net, Non-Insurance payable, and Other assets, current, Depreciation and amortization, and General and administrative expenses. Additionally, amounts within the prior years' Consolidated Statements of Operations and Comprehensive Loss related to Medicare Advantage ("MA") net medical claims incurred, direct contracting ("DC") net medical claims incurred, and other medical costs, have been combined to conform to the current year's presentation. These reclassifications had no material effect on the previously reported Consolidated Financial Statements. Deferred revenue Premiums earned, net is recognized as income in the period members are entitled to receive services, risk adjustment revenue, and other ancillary income. Premiums received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets and recognized within Premiums earned, net once earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's members are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Business Combinations The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill to the extent that the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has two reporting segments: Insurance and Non-Insurance. Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the DC Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the financial statements. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460-Guarantees. At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its Consolidated Balance Sheets. To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above. With respect to each performance year in which the 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, current or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The DCE has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS. Within Surety bonds and deposits on the Consolidated Balance Sheets, the Company includes amounts held in escrow related to the financial guarantee as required with CMS, which is considered restricted cash in nature which is shown on the Company's Consolidated Statements of Cash Flow. Cash and cash equivalents Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. At December 31, 2022 and 2021, the Company had Cash and cash equivalents at financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal. Investment securities Short-term investments Short-term investments consist of investments that the Company expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. Investment securities, available-for-sale Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Company purchases that are not classified as held-to-maturity, are classified as available-for-sale financial assets. The Company's available-for-sale investments are U.S. Treasury fixed maturity securities. Available-for-sale investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive income, net of applicable income taxes, until realized from a sale or an expected credit loss is recognized. Investment securities, held-to-maturity Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Company has a positive intent and ability to hold to maturity, are classified as held-to-maturity financial assets. The Company's held-to-maturity investments are comprised of U.S. Treasury fixed maturity securities. The held-to-maturity investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized. Impairment of investment securities Effective January 1, 2021, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available-for-sale and held-to-maturity securities for impairment, as further described below. Prior to January 1, 2021, the Company applied the other-than-temporary impairment model for available-for-sale securities in an unrealized loss position which did not result in impairments for 2020 or 2019. Beginning on January 1, 2021, the Company adopted ASC 326, which retained many similarities from the previous other-than-temporary impairment model but eliminated the consideration of the length of time over which the fair value had been less than cost. Additionally, under ASC 326, the expected losses on securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the security. The Company identifies securities that are in an unrealized loss position and could potentially have an impairment. This process involves monitoring market events that could impact issuers' credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Company considers relevant facts and circumstances in evaluating the impairment of a security. Relevant facts and circumstances considered include (1) the extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically related to the financial condition of the issuer or to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, and (6) the volatility of the fair value changes. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments. These risks and uncertainties include (1) the risk that management's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent financial statements could be provided to the Company's management to determine the fair value estimates and impairments, and (4) the risk that new information obtained by the Company, or changes in other facts and circumstances, could lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period. For available-for-sale securities whose fair value is less than their amortized cost that the Company does not intend to sell or is not required to sell, management evaluates the expected cash flows to be received as compared to amortized cost and determines if an expected credit loss has occurred. If an expected credit loss occurs, only the amount of the impairment related to the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive income. To the extent the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, management recognizes an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Company reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2022, 2021, and 2020, there was no impairment loss reported. Held-to-maturity securities are evaluated for potential credit loss on a collective basis. The estimate of credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Allowance for expected credit losses The Company assesses outstanding receivables at each period for credit risk. The majority of receivables are from CMS, a United States government entity that presents very limited credit risk. Other income Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, and realized gains and losses. Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and expected credit losses. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis. Fair value measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. To determine the fair value of its investments, the Company utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased. Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Company would use in pricing the Company's assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below: Level 1 – Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 – Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 – Valuations are based on techniques that use significant inputs that are unobservable and reflect management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. The Company obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances. The ceding of insurance does not legally discharge the Company from its primary liability for the full amount of the policy coverage, and therefore the Company will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with its reinsurers. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Consolidated Statement of Operations and Comprehensive Loss. At December 31, 2022 and 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 years ended December 31, 2022 and 2021, charges related to deferred acquisition costs of $16.3 million, and $10.7 million, respectively, were recognized within General and administrative expenses. There was no amortization expense of deferred acquisition costs for the year ended December 31, 2020. Property and equipment, net Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three to seven years. Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. Repairs and maintenance costs are expensed as incurred. Costs related to the development of internal-use software that do not meet capitalization criteria are expensed as incurred. Gains and losses on sales or disposals of property and equipment are included within Other income (loss). Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset. Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was no impairment of goodwill during the years ended December 31, 2022, 2021, and 2020. Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Company may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Company will test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of the Company and the resulting cash flows. At December 31, 2022 and 2021, there were no circumstances that indicate that the carrying amount of intangible assets deemed to have an indefinite useful life may not be recoverable. Reinsurance In the normal course of business, the Company seeks to reduce losses by reinsuring certain levels of risk in areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. To minimize exposure to losses related to a reinsurer's inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of a reinsurer, the expected credit losses of Reinsurance recoverable is evaluated based upon a number of factors. Such factors include the amounts outstanding, history of losses, ratings of reinsurers, disputes, any collateral or letters of credit held and other relevant factors. The Company had no material credit allowances for Reinsurance recoverable at December 31, 2022 and 2021. Amounts recoverable from reinsurers are estimated in a manner consistent with the liability associated with the reinsured business and consistent with the terms of the underlying contracts. Although reinsurance agreements contractually obligate reinsurers to reimburse the Company for their share of losses, they do not discharge the primary liability of the Company. The Company remains liable for unpaid claims and claims adjustment expenses associated with ceded insured risks if the assuming reinsurers fail to meet their contractual obligations. The costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contracts. Unpaid claims Unpaid claims and unpaid claims adjustment expenses include reported claims and incurred but not yet reported ("IBNR") claims, as well as the estimated expense of processing these claims. Management develops an estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Although there is considerable variability in such estimates, management believes that the unpaid claims and unpaid claims adjustment expense liability is adequate and represents management's best estimate of the ultimate cost of all reported and unreported claims incurred through the balance sheet date. The estimates are continually reviewed and adjusted as experience develops or new information becomes known. Changes in estimates are reflected in current consolidated operating results. Liabilities for both reported claims and IBNR not yet processed through the Company's systems are determined in the aggregate, employing actuarial methods that are commonly used by health insurance actuaries and meet actuarial standards of practice. Actuarial standards of practice require that the claim liabilities be appropriate under moderately adverse circumstances. Clover determines the amount of the liability for incurred but not paid claims by following a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project the best estimate of claim liabilities. Under this process, historical paid claims data is formatted into "claim triangles," which compare claim incurred dates to the dates of claim payments. This information is analyzed to create "completion factors" that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Completion factors are applied to claims paid through the period-end date to estimate the ultimate claim expense incurred for the period. Actuarial estimates of incurred but not paid claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. The Company's reserving practice is to consistently recognize an actuarial best estimate inclusive of a provision for moderately adverse conditions. This provision is reported as part of incurred claims. Medical claims incurred The Company recognizes the cost of medical claims in the period in which services are provided, including an estimate of the cost of medical claims IBNR. This methodology is applied for both the Company's Insurance and Non-Insurance operations. Medical claim expense reported within the Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses. Direct medical expenses include amounts paid or payable to hospitals, physicians, pharmacy benefit managers, providers of ancillary services, mandatory supplemental benefits, and is inclusive of the medical expense related to the Company's employed clinicians providing in-home care. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, which are estimated based on historical utilization of specific pharmaceuticals, current utilization and contract terms. Pharmacy rebates earned but not yet received from pharmaceutical manufacturers are included within Healthcare receivables within the Consolidated Balance Sheets. Overpayments to providers are recognized as a contra medical expense and reported within Other receivables within the Consolidated Balance Sheets. Premium deficiency reserve A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Company's MA and MA Part D ("MAPD") business. Management reassesses the profitability of contracts for providing insurance coverage to members when operating results or forecasts indicate probable future losses. Management establishes a premium deficiency reserve in current operations to the extent that the sum of expected future costs, claim adjustment expenses, and maintenance costs exceeds related future premiums under contracts without consideration of investment income. For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts. Losses recognized as a premium deficiency are recorded in the period in which such losses were identified and reflected within the Consolidated Statements of Operations and Comprehensive Loss. Losses recognized as a premium deficiency result in a beneficial effect in subsequent periods as operating losses under these contracts are charged to the liability previously established. The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (the "Health Care Reform Law") enacted significant reforms to various aspects of the U.S. health insurance industry. As part of the Health Care Reform Law, insurance industry assessments were established, including an annual health insurance industry fee ("HIF"), which became effective in 2014. The HIF was applicable in 2018, suspended in 2019, and resumed for calendar year 2020. The HIF is not deductible for income tax purposes. The 2019 Premium deficiency reserve was inclusive of the 2020 HIF. The Company estimates a liability for the HIF and records it in full once qualifying insurance coverage is provided in the applicable calendar year in which the fee is payable, with a corresponding deferred cost that is amortized ratably to expense over the same calendar year. The deferred cost is recorded within other assets on the Consolidated Balance Sheets. The Company paid the federal government approximately $8.0 million for the HIF in 2020, which is reflected within the Consolidated Statements of Operations and Comprehensive Loss. The HIF was repealed and no longer effective in years subsequent to 2020. Notes and securities payable Debt issuance costs Costs incurred in connection with Company's debt financings are capitalized and amortized to Interest expense over the life of the related debt using the effective interest method. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Revenue recognition Premiums earned, net Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and any adjustments to recognize rebates under the minimum benefit ratios required under the Health Care Reform Law. Premiums received in advance of the service period are reported within other liabilities on the Consolidated Balance Sheets and recognized as revenue when earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's enrollees are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. CMS uses a risk-adjustment model which adjusts premiums paid to MA contracts, based on risk scores that are compared with the overall average risk scores for the relevant state and market pool. Generally, if a risk score is below the average risk score the Company is required to make a risk adjustment payment into the risk pool, and if a risk score is above the average risk score the Company receives a risk adjustment payment from the risk pool. Risk adjustments can have a positive or negative retroactive impact to rates. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby prospective payments are based on the Company's estimated cost of providing standard Medicare-covered benefits to a member with an average risk profile. That baseline payment amount is adjusted to reflect the health status of enrolled membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information to CMS within prescribed deadlines. Estimated audit settlements are recorded as a reduction of premiums revenue within the Company's Consolidated Statements of Operations and Comprehensive Loss, based upon available information. Retrospective premiums involve the evaluation of past claims experience for the purpose of determining the actual cost of providing insurance for the customer. This evaluation is performed once every year and retrospective premiums are recognized in the year earned. MAPD revenue Payments received from CMS and members from Clover's participation in the MAPD program are determined from the Company's annual bid and represent amounts for providing prescription drug insurance coverage and are recognized as premium revenue ratably over the term of the annual contract. Such CMS payments are subject to risk sharing through risk corridor provisions. The risk corridor provisions compare costs targeted in bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to the Company or require the Company to refund to CMS a portion of the premiums received. As risk corridor provisions are considered in the overall annual bid process, management estimates and recognizes an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. Management records a receivable or payable at the contract level on the Consolidated Balance Sheets. Reinsurance and low-income cost subsidies represent funding from CMS in connection with the MAPD program for which Clover assumes no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member's out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with the annual bid. A reconciliation and related settlement of CMS' prospective subsidies against actual prescription drug costs paid is made after the end of the year. Consumer discounts of 50.0% on brand name prescription drugs for participants in the coverage gap are funded by CMS and pharmaceutical manufacturers. The Company accounts for these subsidies and discounts within other assets in the Consolidated Balance Sheets and as an operating activity in the Consolidated Statements of Cash Flows. The Company does not recognize premiums revenue or claim expenses for these subsidies or discounts. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company's control over the use of that identified asset. The Company does not recognize leases with a lease term of one year or less on its Consolidated Balance Sheets. Leases with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU") assets and lease liabilities. The Company has sublease arrangements and recognizes sublease income from leasing excess space. Sublease income is recognized on a straight-line basis over the sublease term. At December 31, 2022 and 2021, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. At December 31, 2022 and 2021, the Company did not include optional extension periods in the measurement of its leases as they were not reasonably certain of exercise. The Company monitors its plans to renew its material leases on a quarterly basis. Where the rates implicit in the Company's leases are not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment over the lease term. Historically, the rate implicit in the leases has not been readily determinable and the appropriate incremental borrowing rate has been utilized. To estimate the appropriate incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. In determining the classification of a lease as operating or finance, ASC 842, Leases, allows for the use of judgment in determining whether the assumed lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in the lease guidance of 75.0% to represent "a major part" and 90.0% to represent "substantially all" as allowed in ASC 842 in evaluating leases for appropriate classification. These are applied consistently to the Company's entire portfolio of leases. Stock-based compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company's stock-based payments include stock options, restricted stock units, and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the grant date, and stock-based compensation costs are recognized as expense over the employees' requisite service periods, which are the vesting periods, on a straight-line basis. Nonemployee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified within the accompanying Consolidated Statements of Operations and Comprehensive Loss within Salaries and benefits. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Comprehensive income Comprehensive income is a measurement of certain changes within Stockholders' equity that results from transactions and other economic events other than transactions with the stockholders. The cumulative amount of these changes is reported on the Consolidated Balance Sheets. Contingent liabilities The Company records a provision for a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Federal income taxes The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The Company also recognizes the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years' tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates. At December 31, 2022 and 2021, sufficient doubt existed over the Company's ability to generate sufficient taxable income to realize its deferred income tax assets, and accordingly, the Company provided a full valuation allowance against its deferred tax assets. The Company records tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability for an uncertain tax position, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. The Company did not have any material uncertain tax positions during the years ended December 31, 2022 and 2021. The Company classifies interest and penalties associated with uncertain tax positions in its provision for income taxes. The Company did not incur or record any interest and penalties related to uncertain tax positions at or during the years ended December 31, 2022, 2021, and 2020. General and administrative expenses General and administrative expenses include professional service fees, outside legal, tax and accounting service fees, insurance, software application and system expenses, advertising and marketing, lease and occupancy costs and other overhead costs. General and administrative expenses also include claim adjudication and processing costs. Net loss per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potentially dilutive common shares. For purposes of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares. The Company's convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss attributable to common stockholders, such losses were not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020. Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted since the filing of the Annual Report on Form 10-K for the year ended December 31, 2021 that are expected to materially impact the Company's consolidated 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 public entities for periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023. The adoption of ASU 2018-12 and related amendments is not expected to have a material impact on the Company's financial statements.

Employee Benefit Plans - Summary of Total PRSUs Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted-average grant date fair value per share
Total compensation cost recognized for stock-based compensation plans	$ 164,305	$ 163,723	$ 7,078
PRSUs
Number of shares
Beginning balance (in shares)	27,818,524	0
Granted (in shares)	2,405,281	27,818,524
Vested (in shares)	(13,264)
Forfeited (in shares)	(265,306)
Ending balance (in shares)	29,945,235	27,818,524	0
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)	1.38	9.58
Vested (in dollars per share)	8.90
Forfeited (in dollars per share)	9.11
Outstanding at end of period (in dollars per share)	$ 8.92	$ 9.58	$ 0
Total compensation cost recognized for stock-based compensation plans	$ 85,270	$ 89,930	$ 0

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the Company's reportable segments for the years ended December 31, 2022 and 2021, respectively, were as follows:


	Corporate/Other		Total
	(in thousands)
Balance at January 1, 2021	$	1,243	$	1,243
Acquisitions	—		—

Balance at December 31, 2021	1,243		1,243
Acquisitions	10,507		10,507

Balance at December 31, 2022	$	11,749	$	11,749

The following table presents details of the Company's other intangible assets at December 31, 2022 and 2021, respectively:


	2022				2021
	Weighted Average life	Cost	Accumulated Amortization	Net Carrying Amount	Cost	Accumulated Amortization	Net Carrying Amount
		(in thousands)
Other intangible assets:
Licenses	Indefinite	2,990	—	2,990	2,990	—	2,990
Developed Technology	5	5,400	139	5,261	—	—	—

Amortization expense for other intangible assets was approximately $0.1 million in 2022.

The following table presents the Company's estimate of amortization expense for each of the five next succeeding fiscal years:


						(in thousands)
2023						1,080
2024						1,080
2025						1,080
2026						1,080
2027						941

The licenses with indefinite useful lives are related to Certificates of Operating Authority in 45 states and the District of Columbia. Intangible assets with indefinite useful lives and goodwill are not amortized but are tested for impairment in the fourth quarter, or more frequently if events or changes in circumstances indicate that the assets may be impaired. At December 31, 2022 and 2021, there were no circumstances that indicate that the carrying amount within goodwill and intangible assets deemed to have an indefinite or definite useful life may not be recoverable. No impairment was recorded during the years ended December 31, 2022, 2021, and 2020.

Employee Benefit Plans - Summary of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 164,305	$ 163,723	$ 7,078
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	3,445	7,998	7,078
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	75,312	65,514	0
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	85,270	89,930	0
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 278	$ 281	$ 0

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Interest expense on convertible securities	$ 0	$ 0	$ 31,100,000
Operating loss carryforwards	1,401,600,000	989,100,000
Operating loss carryforwards, subject to expiration	295,100,000
Valuation allowance	$ 369,530,000	$ 275,865,000

Investment Securities - Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Proceeds from sales of investment securities	$ 13,348	$ 126,862	$ 248,664
Proceeds from maturities of investment securities	472,098	314,666	63,751
Gross realized gains	7	24	1,117
Gross realized losses	(274)	(77)	(3)
Net realized losses	$ (267)	$ (53)	$ 1,114

Regulatory Matters	12 Months Ended
Regulatory Matters	Dec. 31, 2022
Regulated Operations [Abstract]
Regulatory Matters	Regulatory Matters The Company operates in a highly regulated environment. It is regulated by federal and state of New Jersey regulators. The Company's regulated insurance subsidiaries must be licensed by and are subject to regulation by New Jersey Department of Banking and Insurance, which requires periodic financial reports and enforces minimum capital and/or reserve requirements. The laws and regulations governing the Company's business and interpretations of those laws and regulations are subject to frequent change. Legislative, administrative, and public policy changes to the Health Care Reform Law continue to be debated, and the Company cannot predict if the Health Care Reform Law will be further modified, repealed, or replaced. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing the Company's business could require the Company to change how it conducts its business, restrict revenue and enrollment growth, increase health care and administrative costs and capital requirements, or expose the Company to increased liability in the courts for coverage determinations, contract interpretation and other actions. The health care industry is also regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation. Negative publicity may adversely affect the Company's financial position, results of operations and cash flows and damage its reputation.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	106,558,941	81,992,991	183,505,007
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	49,617,199	21,294,841	0
PRSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share	29,945,235	27,818,524	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	26,996,507	32,879,626	36,557,759
Convertible preferred stock (as converted to 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	0	139,444,346
Warrants to purchase common stock (as converted to 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	0	7,502,902

Notes and Securities Payable - Convertible Securities, Additional Information (Details) - USD ($)	Jan. 07, 2021	Dec. 27, 2018
Debt Instrument [Line Items]
Aggregate principal amount of convertible securities		$ 500,000,000
Common Class Z
Debt Instrument [Line Items]
Number of shares issued in conversion of debt	36,117,708
Common Class B
Debt Instrument [Line Items]
Number of shares issued in conversion of common stock	74,694,107

Non-Insurance - Additional Information (Details)	Dec. 31, 2022
Non-Insurance [Abstract]
Maximum percentage deviation of Performance Year Benchmark	25.00%

Letter of Credit (Details) - Letter of Credit Agreement - USD ($) $ in Millions	Apr. 19, 2018	Dec. 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

Derivative Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
Derivative Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments and Hedges, Liabilities [Abstract]
Convertible debt conversion and other issuances	$ 16,059		$ 373,800
Increase in additional paid in capital	$ 44,800
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]		Derivative, Gain (Loss) on Derivative, Net
Gain on derivative liabilities		$ (93,800)

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

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

Schedule II - Valuation and Qualifying Accounts


			Additions
	Balance at beginning of period		Charged to costs and expenses		Charge to other accounts		(Deductions)		Balance at end of period
	(in thousands)
Year ended December 31, 2021
Valuation allowance for deferred tax assets	$	163,204	$	112,661	$	—	$	—	$	275,865
Year ended December 31, 2022
Valuation allowance for deferred tax assets	275,865		93,665		—		—		369,530

Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 1,080
2024	1,080
2025	1,080
2026	1,080
2027	$ 941

Unpaid Claims - Activity in Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Gross and net balance, beginning of period	$ 136,317	$ 103,976
Incurred related to:
Current year	1,023,355	822,300
Prior years	(39,324)	15,834
Total incurred	984,031	838,134
Paid related to:
Current year	892,495	692,116
Prior years	90,458	113,677
Total paid	982,953	805,793
Gross and net balance, end of period	137,395	136,317
Claims Development [Line Items]
Unpaid claims	137,395	136,317
Non-Insurance
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Gross and net balance, beginning of period	4,600
Paid related to:
Gross and net balance, end of period	6,100	4,600
Claims Development [Line Items]
Unpaid claims	$ 6,100	$ 4,600

Non-Insurance

12 Months Ended

Dec. 31, 2022

Non-Insurance [Abstract]

Non-Insurance

In April 2021, the Company began participating in the DC Model of the Centers for Medicare & Medicaid Services ("CMS"), which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for beneficiaries in Medicare fee-for-service ("FFS"). CMS redesigned the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in the DC Model, referred to as the ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce 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 23 (Operating Segments) for additional information.

Key components of the financial agreement for Non-Insurance include:

•Performance Year Benchmark. The target amount for Medicare expenditures on covered items and services (Medicare Part A and B) furnished to an Accountable Care Organization's ("ACO's") aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the ACO's performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation.

•Performance Year. A calendar year except for the commencement year, which began on April 1, 2021, and ended on December 31, 2021.

•Risk-Sharing Arrangements. Used in determining the percent of savings and losses that ACOs are eligible to receive as shared savings or may be required to repay as shared losses.

•Financial Reconciliation. The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditure for a given ACO's aligned population to the actual expenditures of that ACO's aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors.

•Risk-Mitigation Options. ACOs may elect a "stop-loss arrangement" each performance year, which is designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. The Company has elected participation in the program for the current performance year. Additionally, CMS has created a mandatory risk corridor program that allocates the ACO's shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25% of the Performance Year Benchmark.

Performance Guarantees

Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are

amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments.

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


December 31,	2022	2021
	(in thousands)

Non-Insurance performance year obligation (1)	73,844	36,891
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


Years ended December 31,	2022		2021
	(in thousands)
Amortization of the Non-Insurance performance year receivable	$	(2,385,116)	$	(664,224)
Amortization of the Non-Insurance performance year obligation	2,385,116		664,224

Non-Insurance revenue	2,380,135		667,639

Reinsurance - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Effects of Reinsurance [Line Items]
Reinsurance, excess loss coverage threshold	$ 0.6	$ 0.6	$ 0.5
Coinsurance percentage	100.00%
Life insurance reserves, fully coinsured by third party	$ 5.4	5.3
Life insurance reserves, coinsurance percentage	100.00%
Annuity reserve, fully ceded to third party	$ 0.9	$ 0.9
Annuity reserves, transfer of risk percentage	100.00%
Minimum
Effects of Reinsurance [Line Items]
Life insurance reserves assumption, interest rate	1.00%
Annuity reserves assumption, interest rate	1.00%
Maximum
Effects of Reinsurance [Line Items]
Life insurance reserves assumption, interest rate	4.50%
Annuity reserves assumption, interest rate	5.80%

Business Combination - Schedule of Business Acquisitions, by Acquisition (Details) - Juxly - USD ($) $ in Thousands		2 Months Ended
	Nov. 14, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Cash and cash equivalents	$ 320
Prepaid expenses	38
Accounts receivable	326
Current assets	684
Property and equipment, net	47
Goodwill and other intangible assets	15,907
Total assets acquired	16,638
Accounts payable and accrued expenses	38
Accrued salaries and benefits	31
Current taxes payable	43
Total liabilities assumed	112
Fair value of net assets acquired	16,526
Fair value of acquisition consideration	$ 16,526
Acquired finite-lived intangible assets, weighted average useful life	5 years
Business combination, pro forma information, revenue of acquiree since acquisition date, actual		$ 100
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		$ 400

Investment Securities

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investment Securities

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


December 31, 2022	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	757	$	—	$	(106)	$	651
Investment securities, available-for-sale
U.S. government and government agencies and authorities	237,457		10		(9,000)		228,467
Corporate debt securities	98,783		38		(422)		98,399

Total held-to-maturity and available-for-sale investment securities	$	336,997	$	48	$	(9,528)	$	327,517


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 held-to-maturity and available-for-sale investment securities	$	199,309	$	50	$	(1,953)	$	197,406

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


December 31, 2022	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	15	$	15	$	193,300	$	189,498
Due after one year through five years	632		543		142,940		137,368
Due after five years through ten years	—		—		—		—
Due after ten years	110		93		—		—
Total	$	757	$	651	$	336,240	$	326,866


	Years ended December 31,
		2022		2021		2020
		(in thousands)
Cash and cash equivalents		$	3,619	$	1	$	108
Short-term investments		1,797		195		1,722
Investment securities		2,127		348		1,146
Investment income, net		$	7,543	$	544	$	2,976


December 31, 2022	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	64,261	$	(958)	$	147,757	$	(8,148)	$	212,018	$	(9,106)
Corporate debt securities	78,292		(422)		—		—		78,292		(422)
Total	$	142,553	$	(1,380)	$	147,757	$	(8,148)	$	290,310	$	(9,528)
Number of positions	92				24				116


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 at December 31, 2022 and 2021.

At December 31, 2022, all securities were investment grade, with credit ratings of BBB+ or higher by S&P Global or as determined by other credit rating agencies within the Company's investment policy. Unrealized losses on investment grade securities are principally related to changes in interest rates or changes in issuer or sector related credit spreads since the securities were acquired. The gross unrealized investment losses at December 31, 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.


	Years ended December 31,
	2022		2021		2020
	(in thousands)
Proceeds from sales of investment securities	$	13,348	$	126,862	$	248,664
Proceeds from maturities of investment securities	472,098		314,666		63,751

Gross realized gains	7		24		1,117
Gross realized losses	(274)		(77)		(3)
Net realized losses	$	(267)	$	(53)	$	1,114

At December 31, 2022 and 2021, the Company had $14.3 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.

Statutory Equity (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Insurance [Abstract]
Aggregate statutory capital and surplus	$ 141.4	$ 128.9
Statutory RBC required	$ 120.6	$ 99.7

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Class A	Legacy warrants	Public and private placement warrants	Common Stock Common Class A	Common Stock Common Class A RSUs	Common Stock Common Class A PRSUs	Common Stock Common Class B	Common Stock Common Class B RSUs	Common Stock Legacy warrants Common Class B	Common Stock Public and private placement warrants Common Class A	Treasury Stock	Additional paid-in capital	Additional paid-in capital Legacy warrants	Additional paid-in capital Public and private placement warrants	Accumulated deficit	Accumulated other comprehensive income (loss)	Noncontrolling interest
Beginning balance (in shares) at Dec. 31, 2019	139,444,346
Beginning balance at Dec. 31, 2019	$ 447,747
Ending balance (in shares) at Dec. 31, 2020	139,444,346
Ending balance at Dec. 31, 2020	$ 447,747
Beginning balance (in shares) at Dec. 31, 2019					0			88,279,119
Beginning balance (in shares) at Dec. 31, 2019												0
Beginning balance at Dec. 31, 2019	(488,537)				$ 0			$ 9				$ 0	$ 403,041			$ (891,633)	$ 46	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)								1,297,977
Stock issuance for exercise of stock options, net of early exercise liability	1,748												1,748
Stock-based compensation	7,078												7,078
Buyback and subsequent cancellation of common shares (in shares)								(370,830)
Buyback and subsequent cancellation of common shares	(957)															(957)
Unrealized holdings gain on investment securities, available-for-sale	(36)																(36)
Interests issued	3,903																	3,903
Derecognition of Non-controlling interest	0
Net loss	(136,392)															(136,392)
Ending balance (in shares) at Dec. 31, 2020					0			89,206,266
Ending balance (in shares) at Dec. 31, 2020												0
Ending balance at Dec. 31, 2020	$ (613,193)				$ 0			$ 9				$ 0	411,867			(1,028,982)	10	3,903
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock conversion (in shares)	(139,444,346)
Preferred stock conversion	$ (447,747)
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)					4,303,062
Stock issuance for exercise of stock options, net of early exercise liability	6,144												6,144
Stock-based compensation	163,723												163,723
Vested restricted stock units (in shares)					541,076
Unrealized holdings gain on investment securities, available-for-sale	(1,944)																(1,944)
Preferred stock conversion (in shares)								139,444,346
Preferred stock conversion	447,747							$ 14					447,733
Issuance of common stock related to exercises of legacy and public and private placement warrants (in shares)										7,205,490	9,408,264
Issuance of common stock related to exercises of legacy and public and private placement warrants			$ 97,782	$ 81,673						$ 1	$ 1			$ 97,781	$ 81,672
Convertible debt conversion and other (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)					143,475,108			(49,975,104)
Issuance of common stock in connection with 2021 Business Combination and PIPE offering	666,241				$ 14			$ (5)					666,232
Conversion from Class B Common Stock to Class A Common Stock (in shares)					231,273,129			(231,273,129)
Conversion from Class B Common Stock to Class A Common Stock	0				$ 23			$ (23)
Conversion from Class A Common Stock to Class B Common Stock (in shares)					(88,514,196)			88,514,196
Conversion from Class A Common Stock to Class B Common Stock	0				$ (9)			$ 9
Capital contribution for extinguishment of debt	126,795												126,795
Acquisition of Public and Private Placement Warrants	(147,582)												(147,582)
Issuance of common stock, net of stock issuance costs (in shares)					52,173,913
Issuance of common stock, net of stock issuance costs	283,775				$ 5								283,770
Treasury stock acquired (in shares)					(14,730)							14,730
Treasury stock acquired	(147)											$ (147)
Derecognition of Non-controlling interest	0
Net loss	$ (587,756)															(587,756)
Ending balance (in shares) at Dec. 31, 2021		352,645,626			352,645,626			118,206,768
Ending balance (in shares) at Dec. 31, 2021	14,730											14,730
Ending balance at Dec. 31, 2021	$ 539,317				$ 34			$ 12				$ (147)	2,154,187			(1,616,738)	(1,934)	3,903
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)					4,367,985
Stock issuance for exercise of stock options, net of early exercise liability	1,400												1,400
Stock-based compensation	164,305												164,305
Vested restricted stock units (in shares)						2,974,581	8,951		1,677,873
Unrealized holdings gain on investment securities, available-for-sale	(7,440)																(7,440)
Conversion from Class B Common Stock to Class A Common Stock (in shares)					25,489,789			(25,489,789)
Conversion from Class B Common Stock to Class A Common Stock	0				$ 3			$ (3)
Treasury stock acquired (in shares)					(2,058,022)							(2,058,022)
Treasury stock acquired	(6,362)											$ (6,362)
Issuance of Common Stock under Employee Stock Purchase Plan (in shares)					569,808
Activities from Seek Dissolution	(735)												(735)
Derecognition of Non-controlling interest	(3,903)																	(3,903)
Net loss	$ (338,844)															(338,844)
Ending balance (in shares) at Dec. 31, 2022		383,998,718			383,998,718			94,394,852
Ending balance (in shares) at Dec. 31, 2022	2,072,752											2,072,752
Ending balance at Dec. 31, 2022	$ 347,738				$ 37			$ 9				$ (6,509)	$ 2,319,157			$ (1,955,582)	$ (9,374)	$ 0

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Assets and Liabilities Acquired

The following table summarizes the fair value estimates of the assets acquired and liabilities assumed for the Juxly acquisition.


November 14, 2022
(in thousands)
Cash and cash equivalents	$	320
Prepaid expenses	38
Accounts receivable	326
Current assets	684
Property and equipment, net	47
Goodwill and other intangible assets (1) (2)	15,907
Total assets acquired	$	16,638

Accounts payable and accrued expenses	$	38
Accrued salaries and benefits	31
Current taxes payable	43
Total liabilities assumed	$	112

Fair value of net assets acquired	$	16,526

Fair value of acquisition consideration	$	16,526

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 103,791	$ 299,968
Short-term investments	41,457	293,851
Investment securities, available-for-sale (Amortized cost: 2022: $193,300; 2021: $21,142)	189,498	21,131
Investment securities, held-to-maturity (Fair value: 2022: $15; 2021: $307)	15	305
Accrued retrospective premiums	20,387	34,923
Other receivables	23,596	14,282
Healthcare receivables	70,607	48,042
Non-Insurance receivable	52,955	12,170
Surety bonds and deposits	100,502	10,656
Prepaid expenses	18,146	14,693
Other assets, current	4,043	2,525
Total current assets	624,997	752,546
Investment securities, available-for-sale (Amortized cost: 2022: $142,940; 2021: $177,527)	137,368	175,604
Investment securities, held-to-maturity (Fair value: 2022: $636; 2021: $364)	742	335
Property and equipment, net	5,753	2,287
Operating lease right-of-use assets	4,025	5,367
Goodwill and other intangible assets	20,000	4,233
Other assets, non-current	15,735	10,432
Total assets	808,620	950,804
Current liabilities
Unpaid claims	141,947	138,604
Due to related parties, net	1,566	2,320
Non-Insurance performance year obligation, current	73,844	36,891
Non-Insurance payable	148,191	37,773
Accounts payable and accrued expenses	32,445	28,129
Accrued salaries and benefits	23,962	15,147
Operating lease liabilities	1,827	3,059
Premium deficiency reserve	16,388	110,628
Other liabilities, current	486	73
Total current liabilities	440,656	372,624
Notes and securities payable, net of discounts and deferred issuance costs	0	19,938
Long-term operating lease liabilities	4,033	4,830
Other liabilities, non-current	16,193	14,095
Total liabilities	460,882	411,487
Commitments and Contingencies (Note 21)
Stockholders' equity
Additional paid-in capital	2,319,157	2,154,187
Accumulated other comprehensive loss	(9,374)	(1,934)
Accumulated deficit	(1,955,582)	(1,616,738)
Less: Treasury stock, at cost; 2,072,752 and 14,730 shares held at December 31, 2022 and 2021, respectively	(6,509)	(147)
Clover stockholders' equity	347,738	535,414
Noncontrolling interest	0	3,903
Total stockholders' equity	347,738	539,317
Total liabilities and stockholders' equity	808,620	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 - ESPP Valuation Assumption (Details) - ESPP	12 Months Ended
	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 months 26 days
Expected volatility	78.40%
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	467.00%

Operating Segments - Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Gross profit (loss)	$ 22,735	$ (79,182)
Salaries and benefits	278,725	260,458	$ 71,256
General and administrative expenses	207,917	185,287	120,830
Premium deficiency reserve (benefit) expense	(94,240)	110,628	(17,128)
Depreciation and amortization	1,187	1,246	555
Other expense	70	191	0
Change in fair value of warrants	(900)	(66,146)	80,328
Interest expense	1,333	3,193	35,990
Amortization of notes and securities discounts	30	13,717	21,118
Gain on investment	(9,217)	0	0
Gain on extinguishment of note payable	(23,326)	0	0
Net loss	$ (338,844)	$ (587,756)	$ (136,392)

Letter of Credit	12 Months Ended
Letter of Credit	Dec. 31, 2022
Debt Disclosure [Abstract]
Letter of Credit	Letter of Credit On April 19, 2018, the Company entered into a secured letter of credit agreement (the "Letter") required for its subsidiary, Clover HMO of New Jersey, Inc., for an aggregate amount of up to $2.5 million. The Letter is with a commercial lender and it renews on an annual basis. The Letter bears interest at a rate of 0.75%. There was an unused balance of $2.5 million at both December 31, 2022, and December 31, 2021.

Goodwill and Other Intangible Assetsr (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill for the Company's reportable segments for the years ended December 31, 2022 and 2021, respectively, were as follows:


	Corporate/Other		Total
	(in thousands)
Balance at January 1, 2021	$	1,243	$	1,243
Acquisitions	—		—

Balance at December 31, 2021	1,243		1,243
Acquisitions	10,507		10,507

Balance at December 31, 2022	$	11,749	$	11,749

Schedule of Indefinite-Lived Intangible Assets

The following table presents details of the Company's other intangible assets at December 31, 2022 and 2021, respectively:


	2022				2021
	Weighted Average life	Cost	Accumulated Amortization	Net Carrying Amount	Cost	Accumulated Amortization	Net Carrying Amount
		(in thousands)
Other intangible assets:
Licenses	Indefinite	2,990	—	2,990	2,990	—	2,990
Developed Technology	5	5,400	139	5,261	—	—	—

Schedule of Finite-Lived Intangible Assets

The following table presents details of the Company's other intangible assets at December 31, 2022 and 2021, respectively:


	2022				2021
	Weighted Average life	Cost	Accumulated Amortization	Net Carrying Amount	Cost	Accumulated Amortization	Net Carrying Amount
		(in thousands)
Other intangible assets:
Licenses	Indefinite	2,990	—	2,990	2,990	—	2,990
Developed Technology	5	5,400	139	5,261	—	—	—

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table presents the Company's estimate of amortization expense for each of the five next succeeding fiscal years:


						(in thousands)
2023						1,080
2024						1,080
2025						1,080
2026						1,080
2027						941

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Organization and Operations	12 Months Ended
Organization and Operations	Dec. 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 focused on empowering physicians to identify and manage chronic diseases early. Clover has centered its strategy on building and deploying technology through its flagship software platform, Clover Assistant, to help America's seniors receive better care at lower costs. Clover provides affordable, high-quality Medicare Advantage plans, including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans, through its regulated insurance subsidiaries. The Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC ("Health Partners"), began participating as a Direct Contracting Entity ("DCE") in the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, through which the Company provides care to aligned 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 is designed to use machine learning-powered systems to deliver data and insights to physicians 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, the Company assumes full risk (i.e., 100.0% shared savings and shared losses) for the total cost of care of aligned Non-Insurance Beneficiaries, empowers providers with Clover Assistant, and offers a variety of programs aimed at reducing expenditures and preserving or enhancing the quality of care for Non-Insurance Beneficiaries. For additional information related to the Company's Non-Insurance operations, see Note 22 (Non-Insurance) in these financial statements. The Company was originally incorporated as a Cayman Islands exempted company on October 18, 2019, as a special purpose acquisition company under the name Social Capital Hedosophia Holdings Corp. III ("SCH"). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Corp., a corporation originally incorporated on July 17, 2014, in the state of Delaware ("Legacy Clover"). Pursuant to the Merger Agreement, on January 7, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of SCH ("Merger Sub"), merged with and into Legacy Clover. The separate corporate existence of Merger Sub ceased, Legacy Clover survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "2021 Business Combination"). The 2021 Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Under the guidance in Accounting Standards Codification ("ASC") 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover Health Investments, Corp., as the parent company of the combined business, is the successor Securities and Exchange Commission ("SEC") registrant, meaning that Legacy Clover's financial statements for previous periods are disclosed in periodic reports filed with the SEC. As a result of the 2021 Business Combination, there were simultaneous changes to Legacy Clover's convertible securities, warrants, and convertible preferred stock. See Note 5 (Fair Value Measurements), Note 12 (Notes and Securities Payable), and Note 16 (Stockholders' Equity and Convertible Preferred Stock) for additional information regarding these changes. See also Note 3 (Business Combination) for additional information related to the 2021 Business Combination. The 2021 Business Combination has had a significant impact on the Company's reported financial condition and results of operations as a consequence of the reverse recapitalization. The 2021 Business Combination closed on January 7, 2021, and on the following day the Company's Class A Common Stock and then outstanding public warrants were listed on the Nasdaq Global Select Market ("Nasdaq") for trading in the public market.

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

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Feb. 20, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1515192
Entity Address, Address Line One	3401 Mallory Lane
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	201
Local Phone Number	432-2133
Title of 12(g) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CLOV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 839,182,523
Documents Incorporated by Reference	Portions of the registrant's definitive proxy statement for use in connection with its 2023 annual meeting of stockholders will be filed with the U.S. Securities and Exchange Commission within 120 days after the close of registrant's fiscal year and are incorporated by reference into Part III hereof.
Entity Central Index Key	0001801170
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Registrant Name	CLOVER HEALTH INVESTMENTS, CORP. /DE
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		392,824,475
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		86,722,389

Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract]
Due within one year	$ 15
Due after one year through five years	632
Due after five years through ten years	0
Due after ten years	110
Amortized cost	757
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract]
Due within one year	15
Due after one year through five years	543
Due after five years through ten years	0
Due after ten years	93
Fair value	651
Debt Securities, Available-for-sale, Amortized Cost [Abstract]
Due within one year	193,300
Due after one year through five years	142,940
Due after five years through ten years	0
Due after ten years	0
Amortized cost	336,240
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract]
Due within one year	189,498
Due after one year through five years	137,368
Due after five years through ten years	0
Due after ten years	0
Fair value	$ 326,866

Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current provision	$ 0	$ 0	$ (2)
Deferred expense	0	0	2
Provision for income taxes	$ 0	$ 0	$ 0

- Definition

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

+ References + Details

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Revenues:

Premiums earned, net (Net of ceded premiums of $470, $489, and $599 for the years ended December 31, 2022, 2021, and 2020, respectively)

$ 1,084,869

$ 799,414

$ 665,698

Non-Insurance revenue

2,380,135

667,639

Other income

11,683

4,943

7,190

Total revenues

3,476,687

1,471,996

672,888

Operating expenses:

Net medical claims incurred

3,453,952

1,551,178

590,082

Salaries and benefits

278,725

260,458

71,256

General and administrative expenses

207,917

185,287

120,830

Premium deficiency reserve (benefit) expense

(94,240)

110,628

(17,128)

Depreciation and amortization

1,187

1,246

555

Other expense

191

Total operating expenses

3,847,611

2,108,988

765,595

Loss from operations

(370,924)

(636,992)

(92,707)

Change in fair value of warrants

(900)

(66,146)

80,328

Interest expense

1,333

3,193

35,990

Amortization of notes and securities discounts

13,717

21,118

Gain on derivative

(93,751)

Gain on investment

(9,217)

Gain on extinguishment of note payable

(23,326)

Net loss

$ (338,844)

$ (587,756)

$ (136,392)

Per share data:

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

^[1]

$ (0.71)

$ (1.42)

$ (1.54)

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

^[1]

$ (0.71)

$ (1.42)

$ (1.54)

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]

476,244,262

412,922,424

88,691,582

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

^[1]

476,244,262

412,922,424

88,691,582

Net unrealized loss on available-for-sale investments

$ (7,440)

$ (1,944)

$ (36)

Comprehensive loss

$ (346,284)

$ (589,700)

$ (136,428)

[1]

2020 results have been adjusted to reflect the exchange of Legacy Clover's common stock for Clover Class B Common Stock at an exchange ratio of approximately 2.0681 in January 2021 as a result of the 2021 Business Combination. See Note 3 (Business Combination) for additional information. Because the Company had a Net loss during the years ended December 31, 2022, 2021, and 2020 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.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

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


Years ended December 31,	2022			2021			2020
	(in thousands)
Operating lease cost	$	2,651		$	4,515		$	4,533
Variable lease cost	56			515			632
Short-term lease cost	—			45			20
Sublease income	(1,124)			(2,727)			(3,098)
Total lease cost	$	1,583		$	2,348		$	2,087
Other information
Cash paid for amounts included in the measurement of lease liabilities	$	3,340		$	5,248		$	4,979
Weighted-average remaining lease term	5.2 years			5.0 years			4.4 years
Weighted-average discount rate	10.65		%	10.36		%	10.17		%

Summary of Maturities of Operating Lease Liabilities

The following table summarizes the Company's future lease payments for non-cancelable Operating lease liabilities at December 31, 2022:


	(in thousands)
2023	$	1,907
2024	1,568
2025	1,234
2026	1,155
2027	1,190
Thereafter	303
Total lease payments	7,357
Less: imputed interest	(1,497)
Total	$	5,860

Stockholders' Equity and Convertible Preferred Stock	12 Months Ended
Stockholders' Equity and Convertible Preferred Stock	Dec. 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 at December 31, 2022 and 2021, and up to 500,000,000 shares of Class B common stock at December 31, 2022 and 2021. At December 31, 2022 and 2021, there were 383,998,718 and 352,645,626 shares of Class A common stock issued and outstanding, respectively. There were 94,394,852 and 118,206,768 shares of Class B common stock issued and outstanding at December 31, 2022 and 2021, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 2,072,752 and 14,730 shares held in treasury at December 31, 2022 and 2021, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. At December 31, 2022, the Company was authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Company's Board has the authority to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. At December 31, 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 2021 Business Combination. For additional information, see Note 3 (Business Combination).

Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Investment securities, held-to-maturity
Amortized cost	$ 757
Fair value	651
Total held-to-maturity and available-for-sale investment securities
Amortized cost	336,997	$ 199,309
Accumulated unrealized gains	48	50
Accumulated unrealized losses	(9,528)	(1,953)
Fair value	327,517	197,406
U.S. government and government agencies
Investment securities, held-to-maturity
Amortized cost	757	640
Accumulated unrealized gains	0	40
Accumulated unrealized losses	(106)	(9)
Fair value	651	671
Investment securities, available-for-sale
Amortized cost	237,457	198,669
Accumulated unrealized gains	10	10
Accumulated unrealized losses	(9,000)	(1,944)
Fair value	228,467	$ 196,735
Corporate debt securities
Investment securities, available-for-sale
Amortized cost	98,783
Accumulated unrealized gains	38
Accumulated unrealized losses	(422)
Fair value	$ 98,399

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill, beginning balance	$ 1,243	$ 1,243
Acquisitions	10,507	0
Goodwill, ending balance	11,749	1,243
Corporate/Other
Goodwill [Line Items]
Goodwill, beginning balance	1,243	1,243
Acquisitions	10,507	0
Goodwill, ending balance	$ 11,749	$ 1,243

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs	12 Months Ended
	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	40.70%
Risk-free interest rate	0.50%
Dividend yield	0.00%

Investment Securities - Additional Information (Details) - USD ($)	Dec. 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	$ 14,300,000	$ 11,100,000

Employee Benefit Plans - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 06, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 09, 2022	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		$ 1,600,000	$ 1,200,000	$ 1,200,000
Employers matching contribution, vesting percentage		100.00%
Stock compensation expense recognized		$ 164,305,000	$ 163,723,000	$ 7,078,000
Unvested stock options, unrecognized stock-based compensation		$ 340,500,000
Cost not yet recognized, period for recognition		4 years
Expense (more than)		50.00%
Stock options, grants in period, weighted average grant date fair value (in dollars per share)			$ 3.36	$ 1.04
Stock options, outstanding, intrinsic value		$ 340,500,000
Stock options, outstanding, weighted average remaining contractual term		4 years
Stock options, exercisable, number (in shares)		21,662,878
Stock options, exercisable, intrinsic value		$ 100,000
Stock options, exercisable, weighted average exercise price (in dollars per share)		$ 2.85
Stock options, exercisable, weighted average remaining contractual term		6 years 1 month 17 days
Stock options		$ 11,300,000	$ 39,300,000	$ 5,800,000
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
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume-weighted average stock closing price		20
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume-weighted average stock closing price		30
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		3,445,000	7,998,000	7,078,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		75,312,000	65,514,000	0
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		85,270,000	89,930,000	0
Unvested stock options, unrecognized stock-based compensation		$ 79,900,000
Cost not yet recognized, period for recognition		4 years
Eligibility for vesting period		90 days
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock, percentage	1.00%
Stock compensation expense recognized		$ 278,000	$ 281,000	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
Number of common stock purchased or distributed (in shares)	2,785,582	569,808
Initial offering period	5 months
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
Outstanding stock, percentage		5.00%
Number of common stock purchased or distributed (in shares)		383,998,718	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		5,742,230
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
2020 Equity and Management Incentive Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock, percentage		7.00%
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		0
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		$ 1,000,000	$ 6,100,000	2,100,000
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
2020 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense recognized		$ 164,300,000	$ 163,700,000	$ 7,100,000

Reinsurance - Non-Insurance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Effects of Reinsurance [Line Items]
Non-Insurance revenue, gross and net	$ 2,380,135	$ 667,639	$ 0
Claims incurred, gross and net	3,453,952	1,551,178	$ 590,082
Non-Insurance
Effects of Reinsurance [Line Items]
Non-Insurance revenue, gross and net	2,380,135	667,639
Claims incurred, gross and net	2,460,879	705,407
Reinsurance recoverable, gross and net	$ 52,955	$ 12,170

Fair Value Measurements - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 07, 2021	Dec. 31, 2022	Dec. 31, 2021	Nov. 14, 2022	Sep. 09, 2021	Sep. 25, 2020	Dec. 31, 2017	Nov. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)							122,052	139,629
Exercise price of warrants (in dollars per share)					$ 0.10		$ 3.45	$ 2.61
Warrants receivable		$ 0
Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Common Class B
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stock issued upon conversion (in shares)	139,444,346
Common Class A
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right, number of securities called by each warrant or right (in shares)	1
Common Class A \| Public Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	27,599,938
Common Class A \| Private Placement Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	10,933,333
Merger Agreement With SCH \| Common Class B
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	3,484,154
Stock issued upon conversion (in shares)	7,205,490
Juxly
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration				$ 3,000,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
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			$ 22,000,000

Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands	Dec. 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	$ 142,553	$ 187,251
Less than 12 months, Unrealized loss	(1,380)	(1,555)
Greater than 12 Months, Fair Value	147,757	7,902
Greater than 12 months, Unrealized loss	(8,148)	(398)
Total, Fair value	290,310	195,153
Total, Unrealized Loss	$ (9,528)	$ (1,953)
Less than 12 months, Number of positions \| position	92	18
12 Months or Longer, Number of positions \| position	24	4
Total, Number of positions \| position	116	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	$ 64,261	$ 187,251
Less than 12 months, Unrealized loss	(958)	(1,555)
Greater than 12 Months, Fair Value	147,757	7,902
Greater than 12 months, Unrealized loss	(8,148)	(398)
Total, Fair value	212,018	195,153
Total, Unrealized Loss	(9,106)	$ (1,953)
Corporate debt securities
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	78,292
Less than 12 months, Unrealized loss	(422)
Greater than 12 Months, Fair Value	0
Greater than 12 months, Unrealized loss	0
Total, Fair value	78,292
Total, Unrealized Loss	$ (422)

Reinsurance (Tables)

12 Months Ended

Dec. 31, 2022

Insurance [Abstract]

Effects of Reinsurance

The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2022, 2021, and 2020, respectively, are as follows:


Years ended December 31,	2022		2021		2020
	(in thousands)
Premiums earned, gross	$	1,085,339	$	799,903	$	666,297
Premiums earned, ceded	(470)		(489)		(599)
Net premiums earned	$	1,084,869	$	799,414	$	665,698


Years ended December 31,	2022		2021		2020
	(in thousands)
Claims incurred, gross	$	985,197	$	839,136	$	585,915
Claims incurred, ceded	(1,166)		(1,002)		(483)
Net claims incurred	$	984,031	$	838,134	$	585,432

Reinsurance recoverable for the MA plan at December 31, 2022 and 2021, respectively, were comprised of the following:


Years ended December 31,	2022		2021
	(in thousands)
Reinsurance recoverable on paid claims, gross and net	$	500	$	96

The effects of the DCE reinsurance arrangements on the accompanying consolidated financial statements for the years ended December 31, 2022 and 2021, respectively, were as follows:


Years ended December 31,	2022		2021
	(in thousands)
Non-Insurance revenue, gross and net	$	2,380,135	$	667,639
Claims incurred, gross and net	2,460,879		705,407
Reinsurance recoverable, gross and net	52,955		12,170

Schedule I - Condensed Financial Information

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Schedule I - Condensed Financial Information


	December 31, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	69,718	$	115,894
Short-term investments	31,725		234,986
Investment securities, available-for sale	117,834		79,268
Investment securities, held-to-maturity	—		59
Other assets, current	5,704		38
Total current assets	224,981		430,245
Intercompany interest receivable	4,958		4,958
Intercompany note receivable	40,000		40,000
Investment securities, available-for-sale	18,708		—
Investments in consolidated subsidiaries	106,422		140,834
Total assets	$	395,069	$	616,037
Liabilities, Convertible Preferred Stock, and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses	$	865	$	1,199
Accrued salaries and benefits	6,576		1,640
Total current liabilities	7,441		2,839
Intercompany payable	39,530		76,211
Notes payable, net of discount and deferred issuance costs	360		—


Other liabilities	—		360
Total liabilities	47,331		79,410

Stockholders' equity
Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at December 31, 2022 and 2021; 383,998,718 and 352,645,626 issued and outstanding at December 31, 2022 and 2021, respectively	37		34
Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at December 31, 2022 and 2021; 94,394,852 and 118,206,768 issued and outstanding at December 31, 2022 and 2021, respectively (1)	9		12
Additional paid-in capital	2,319,157		2,153,909
Accumulated other comprehensive loss	(9,374)		(443)
Accumulated deficit	(1,955,582)		(1,616,738)
Less: Treasury stock, at cost; 2,072,752 and 14,730 shares held at December 31, 2022 and 2021, respectively	(6,509)		(147)
Total stockholders' equity	347,738		536,627
Total liabilities, convertible preferred stock, and stockholders' equity	$	395,069	$	616,037


	Years ended December 31,
	2022		2021		2020
Revenues:
Other income	$	5,898	$	3,938	$	3,685
Total revenues	5,898		3,938		3,685

Operating expenses:
General and administrative expenses	784		187		4,831

Total operating expenses	784		187		4,831
Income (loss) from operations	5,114		3,751		(1,146)

Change in fair value of warrants	—		(66,146)		80,328
Interest expense	—		1,593		35,556
Amortization of notes and securities discount	—		13,681		21,118
Gain on derivative	—		—		(93,751)
Gain on equity investment	(5,314)		—		—
Gain on extinguishment of note payable	(23,326)		—		—
Equity in net losses of consolidated subsidiaries	372,598		648,580		91,995
Net loss	$	(338,844)	$	(593,957)	$	(136,392)


	Years ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net loss	$	(338,844)	$	(593,957)	$	(136,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of notes and securities discount and debt issuance costs	—		13,681		21,118
Intercompany stock-based compensation expense	164,305		163,470		7,078
Paid in kind interest	—		—		28,334
Change in fair value of warrants and amortization of warrants	—		(66,146)		80,328
Gain on extinguishment of note payable	(23,326)		—		—
Change in derivative liabilities	—		—		(93,751)
Accretion, net of amortization	(1,648)		(163)		—
Net realized losses on investment securities	(6,613)		(53)		—
Changes in operating assets and liabilities:
Other assets	(6,339)		165		214
Accounts payable and accrued expenses	(334)		(4,092)		7,669
Intercompany accrued salaries and benefits	4,936		1,411		229
Intercompany interest receivable	—		—		(1,208)
Intercompany payable	(36,681)		48,960		23,158
Net cash used in operating activities	(244,544)		(436,724)		(63,223)
Cash flows from investing activities:
Purchases of short-term investments and available-for-sale securities	(250,030)		(689,582)		—
Proceeds from sales of short-term investments and available-for-sale securities	3,829		89,997		—
Proceeds from maturities of short-term investments available-for-sale securities	391,643		285,000		—

Investments in consolidated subsidiaries	57,888		(63,622)		82,047
Net cash provided by (used in) investing activities	203,330		(378,207)		82,047
Cash flows from financing activities:


Payment of notes payable principal	—		(30,925)		(18,752)
Issuance of common stock, net of early exercise liability	1,400		6,144		1,748
Buyback and subsequent cancellation of common stock	—		—		(957)
Proceeds from reverse recapitalization, net of transaction costs	—		666,241		—
Proceeds received for the exercise of Public and Private Warrants	—		390		—
Issuance of common stock, net of stock issuance costs	—		283,775		—
Payment for the redemptions of Public Warrants	—		(85)		—
Purchase of Treasury stock	(6,362)		(147)		—
Net cash (used in) provided by financing activities	(4,962)		925,393		(17,961)
Net (decrease) increase in Cash and cash equivalents	(46,176)		110,462		863
Cash and cash equivalents, beginning of year	115,894		5,432		4,569
Cash and cash equivalents, end of year	$	69,718	$	115,894	$	5,432
Supplemental cash flow disclosures
Cash paid during the period for interest	—		1,677		4,578
Cash paid during the year for health insurance industry fee	—		—		8,022
Supplemental disclosure of non-cash investing and financing activities


Conversion of preferred stock to common stock	—		447,747		—
Issuance of common stock related to convertible debt	—		16,059		—
Capital contribution for extinguishment of debt	—		126,795		—
Activities from Seek Dissolution	735		—		—
Issuance of common stock related to warrants exercised	—		97,782		—
Acquisition of public and private warrants	—		147,582		—
Issuance of common stock related to the exercise of Public and Private Warrants	—		81,283		—

Organization and OperationsClover Health Investments, Corp. (the "Company") is a holding company incorporated on July 17, 2014, in the state of Delaware.Summary of Significant Accounting Policies

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

Use of estimates

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

Insurance SubsidiariesInvestments in consolidated subsidiaries include regulated insurance subsidiaries and unregulated subsidiaries. The Company holds $249.7 million and $485.9 million of cash, cash equivalents, and investment securities at the parent and unregulated subsidiaries at December 31, 2022 and 2021, respectively. The Company holds $224.8 million and $305.3 million of cash, cash equivalents, and investment securities in regulated insurance subsidiaries at December 31, 2022 and 2021, respectively.Surplus NoteEffective December 22, 2016, the Company contributed $40.0 million to Clover Insurance Company, a wholly-owned subsidiary, in exchange for a surplus note. The outstanding balance, including accrued interest, was due and payable on December 31, 2020, but remains unpaid with the payment terms under review for extension until December 31, 2024, by the Commissioner of Banking and Insurance of the State of New Jersey. No payment of principal or interest on the surplus note shall be made without the prior written approval of the Commissioner of Banking and Insurance of the State of New Jersey.

Healthcare Receivables	12 Months Ended
Healthcare Receivables	Dec. 31, 2022
Receivables [Abstract]
Healthcare Receivables	Healthcare Receivables Healthcare 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 within Healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $70.6 million and $48.0 million within Healthcare receivables at December 31, 2022, and December 31, 2021, respectively.

Fair Value Measurements - Summary of Fair Value Measurements for Items (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	$ 0
Total assets at fair value	327,766,000	$ 196,735,000
Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	900,000
U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	228,467,000	196,735,000
Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	98,399,000
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	0	0
Level 1 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	0
Level 1 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 1 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	326,866,000	196,735,000
Level 2 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	0
Level 2 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	228,467,000	196,735,000
Level 2 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	98,399,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	900,000	0
Level 3 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	900,000
Level 3 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	$ 0
Level 3 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	$ 0

Notes and Securities Payable - Seek Convertible Note, Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 25, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 25, 2020
Debt Instrument [Line Items]
Write-offs, net	$ 0
Gain on extinguishment of note payable		$ 23,326	$ 0	$ 0
Seek \| Convertible Debt
Debt Instrument [Line Items]
Principal amount					$ 20,000

Employee Benefit Plans - Summary of Stock Option Activity (Details)	12 Months Ended
	Dec. 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	(388,977)
Outstanding at end of period (in shares) \| shares	1,364,822
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	(4,367,985)
Forfeited (in shares) \| shares	(1,156,072)
Outstanding at end of period (in shares) \| shares	25,631,685
Weighted-average exercise price
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 2.35
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0.13
Forfeited (in dollars per share) \| $ / shares	1.85
Outstanding at end of period (in dollars per share) \| $ / shares	$ 2.69

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingent liabilities	$ 0	$ 0

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 100,000
Impairment	$ 0	$ 0	$ 0

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Net loss

$ (338,844)

$ (587,756)

$ (136,392)

Net loss attributable to Common Stockholders

$ (338,844)

$ (587,756)

$ (136,392)

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

^[1]

476,244,262

412,922,424

88,691,582

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

^[1]

476,244,262

412,922,424

88,691,582

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

^[1]

$ (0.71)

$ (1.42)

$ (1.54)

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

^[1]

$ (0.71)

$ (1.42)

$ (1.54)

[1]

- 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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- 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

Leases - Summary of Lease Costs Recognized under ASC 842 and Other Information Pertaining to Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 2,651	$ 4,515	$ 4,533
Variable lease cost	56	515	632
Short-term lease cost	0	45	20
Sublease income	(1,124)	(2,727)	(3,098)
Total lease cost	1,583	2,348	2,087
Cash paid for amounts included in the measurement of lease liabilities	$ 3,340	$ 5,248	$ 4,979
Weighted-average remaining lease term	5 years 2 months 12 days	5 years	4 years 4 months 24 days
Weighted-average discount rate	10.65%	10.36%	10.17%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 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 December 31, 2022, and December 31, 2021, respectively, there were no material known contingent liabilities arising outside the normal course of business other than as set forth below. Securities Class Actions, Derivative Litigation and Investigations Since February 2021, the Company has received subpoenas from the SEC related to certain disclosures and aspects of our business as well as certain matters described in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The Company is cooperating with the SEC's investigation. The Hindenburg Article, which discussed, among other things, an inquiry by the U.S. Attorney's Office for the Eastern District of Pennsylvania relating to, among other things, certain of the Company’s arrangements with providers participating in its network and programs, and Clover Assistant, was the subject of the Company’s Current Report on Form 8-K dated February 5, 2021. In February 2021, the Company and certain of its directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act. The complaints generally relate to allegations published in the Hindenburg Article. The complaints seek unspecified damages on behalf of all persons and entities who purchased or acquired Clover securities during the class period (which begins on October 6, 2020, and, depending on the complaint, ends on February 3, 2021, or February 4, 2021), as well as certain other costs. In April 2021, the Middle District of Tennessee class actions were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as the lead case. On June 28, 2021, the plaintiffs filed an amended complaint, which also generally relates to allegations published in the Hindenburg Article, but adds, among other things, allegations from confidential witnesses who purport to be former employees of the Company. The Company moved to dismiss the amended complaint on August 28, 2021; that motion was denied on February 28, 2022. On February 14, 2023, the court granted the plaintiffs' motion for class certification. 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. On November 30, 2021, the Sun and Luthra plaintiffs filed an amended complaint, asserting violations of section 14(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under sections 10(b) and 21D of the Exchange Act. The amended complaint generally relates to the allegations published in the Hindenburg Article, and names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. On September 16, 2021, the two District of Delaware derivative actions were consolidated under In re Clover Health Investments, Corp. Derivative Litigation, Case No. 1:21-cv-00191-LPS (Consolidated). The Furman complaint was deemed the operative complaint. On April 19, 2022, the plaintiff in the Wiegand action filed an amended complaint, asserting violations of Sections 10(b), 20(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain current and former officers and directors. The amended complaint seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover's corporate governance and internal procedures. On August 19, 2022, the two derivative actions filed in New York state court were consolidated under In re Clover Health Investments, Corp. Stockholder Derivative Litig., Index No. 655420/2021. On November 3, 2022, the plaintiffs in this action filed a consolidated complaint, asserting breach of fiduciary duty, and unjust enrichment, and naming certain former officers and directors as defendants. The complaint seeks, among other things, unspecified damages, restitution, the disgorgement of profits obtained by defendants, and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. 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.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements for Items

The following tables present a summary of fair value measurements for financial instruments at December 31, 2022 and 2021, respectively:


December 31, 2022	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	228,467	$	—	$	228,467
Corporate debt securities	—		98,399		—		98,399
Warrants receivable	—		—		900		900
Total assets at fair value	$	—	$	326,866	$	900	$	327,766


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 assets and liabilities during the years ended December 31, 2022 and 2021, were as follows:


	Warrants receivable		Total
	(in thousands)
Balance, December 31, 2021	$	—	$	—
Receipts	900		900
Settlements	—		—
Transfers in	—		—
Transfers out	—		—
Total realized losses (gains)	—		—
Balance, December 31, 2022	$	900	$	900


	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, December 31, 2021	$	—	$	—	$	—	$	—

Schedule of Changes in Fair Value of Warrants Payable

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


December 31, 2021	Public and Private Placement Warrants
	(in thousands)
Initial measurement, January 7, 2021	$	147,582
Mark-to-market adjustment	(66,214)
Warrants payable balance, Warrants exercised	(81,283)
Warrants payable balance, Warrant redemption	(85)
Warrants payable balance, December 31, 2021	$	—

Business Combination - Additional information (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Nov. 14, 2022 USD ($)	Jan. 07, 2021 USD ($) vote $ / shares shares	Jan. 31, 2021	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 08, 2021 shares	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 11,749	$ 1,243		$ 1,243
Warrants outstanding (in shares) \| shares						38,533,271
Juxly
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Fair value of acquisition consideration	$ 16,526
Contingent consideration	3,000
Goodwill	10,500
Acquisition related costs	$ 200
Common Class B
Business Acquisition [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001
Common stock, number of voting rights per share (in votes) \| vote		10		10
Cash consideration received from business combination		$ 499,800
Common stock, shares, outstanding (in shares) \| shares		260,965,701				260,965,701
Share price (in dollars per share) \| $ / shares		$ 10.00
Common stock exchange ratio		2.0681	2.0681
Pro rata adjustments, percentage		32.30%
Common Class A
Business Acquisition [Line Items]
Common stock, par value, (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common stock, number of voting rights per share (in votes) \| vote				1
Common stock, shares, outstanding (in shares) \| shares				383,998,718	352,645,626	143,475,108
Common Class A and Class B
Business Acquisition [Line Items]
Common stock, shares, outstanding (in shares) \| shares						404,440,809

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (338,844)	$ (587,756)	$ (136,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,187	1,246	555
Amortization of notes and securities discounts and debt issuance costs	30	13,717	21,118
Stock-based compensation expense	164,305	163,723	7,078
Paid-in-kind interest	0	0	28,334
Change in fair value of warrants and amortization of warrants	(900)	(66,146)	80,328
Change in derivative liabilities	0	0	(93,751)
Accretion, net of amortization	(1,503)	200	(195)
Net realized losses on investment securities	267	53	(1,114)
Gain on extinguishment of note payable	(23,326)	0	0
Gain on investment	(9,217)	0	0
Premium deficiency reserve	(94,240)	110,628	(17,128)
Changes in operating assets and liabilities:
Accrued retrospective premiums	14,536	(94)	(21,604)
Other receivables	(8,988)	(2,914)	(5,865)
Reinsurance recoverable	0	(96)	481
Surety bonds and deposits	(7,424)	(10,656)	0
Prepaid expenses	(3,415)	(6,863)	(6,473)
Other assets	(1,204)	(4,296)	1,003
Healthcare receivables	(22,565)	(9,297)	(12,926)
Non-Insurance receivable	(40,785)	(12,170)	0
Operating lease right-of-use assets	1,984	3,591	3,257
Unpaid claims	2,589	36,948	26,090
Accounts payable and accrued expenses	7,635	5,307	10,845
Accrued salaries and benefits	8,784	11,169	186
Deferred rent	0	68	0
Other liabilities	2,468	979	1,378
Performance year obligation	36,953	36,891
Non-Insurance payable	110,418	37,773	0
Operating lease liabilities	(2,671)	(4,331)	(3,703)
Net cash used in operating activities	(203,926)	(282,326)	(118,498)
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities	(369,396)	(876,252)	(174,318)
Proceeds from sales of short-term investments and available-for-sale securities	13,348	126,862	248,664
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities	472,098	314,666	63,751
Acquisition of business, net of cash acquired	(16,200)	0	0
Purchases of property and equipment	(4,467)	(723)	(693)
Acquisition of Character Biosciences, Inc. Series A preferred shares	(250)	0	0
Net cash provided by (used in) investing activities	95,133	(435,447)	137,404
Cash flows from financing activities:
Proceeds from issuance of convertible notes	0	0	20,000
Deferred financing costs	0	0	(98)
Payment of notes payable principal	0	(30,925)	(18,752)
Issuance of common stock, net of early exercise liability	1,400	6,144	1,748
Proceeds from reverse recapitalization, net of transaction costs	0	666,241	0
Buyback and subsequent cancellation of common shares	0	0	(957)
Proceeds received for the exercise of public and private warrants	0	390	0
Issuance of common stock, net of stock issuance costs	0	283,775	0
Payment for the redemptions of public warrants	0	(85)	0
Treasury stock acquired	(6,362)	(147)	0
Acquisition of noncontrolling interest	0	0	3,903
Net cash (used in) provided by financing activities	(4,962)	925,393	5,844
Net (decrease) increase in cash, cash equivalents, and restricted cash	(113,755)	207,620	24,750
Cash, cash equivalents, and restricted cash, beginning of period	299,968	92,348	67,598
Cash, cash equivalents, and restricted cash , end of period	186,213	299,968	92,348
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents	103,791	299,968	92,348
Restricted cash	82,422	0	0
Total cash, cash equivalents, and restricted cash	186,213	299,968	92,348
Supplemental cash flow disclosures
Cash paid during the period for interest	0	1,677	4,578
Cash paid during the year for health insurance industry fee	0	0	8,022
Supplemental disclosure of non-cash activities
Conversion of preferred stock to common stock	0	447,747	0
Issuance of common stock related to convertible debt	0	16,059	0
Capital contribution for extinguishment of debt	0	126,795	0
Activities from Seek Dissolution	735	0	0
Issuance of common stock related to warrants exercised	0	97,782	0
Acquisition of public and private warrants	0	147,582	0
Issuance of common stock related to the exercise of public and private warrants	0	81,283	0
Right-of-use assets obtained in exchange for lease liabilities	642	1,076	42
Recognition of equity method investments and preferred stock	8,644	0	0
Derecognition of noncontrolling interest	3,903	0	0
Conversion of Character Biosciences, Inc. convertible note to preferred stock	$ 250	$ 0	$ 0

Stockholders' Equity and Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Jan. 07, 2021 vote shares	Nov. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2022 vote $ / shares shares	Dec. 31, 2021 shares	Jan. 08, 2021 shares
Class of Stock [Line Items]
Treasury stock, shares held (in shares)			2,072,752	14,730
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 \| $		$ 300.0
Net proceeds from sale of stock \| $		$ 16.2
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)			383,998,718	352,645,626
Common stock, shares, outstanding (in shares)			383,998,718	352,645,626	143,475,108
Common stock, number of voting rights per share (in votes) \| vote			1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			500,000,000	500,000,000
Common stock, shares, outstanding (in shares)	260,965,701				260,965,701
Common stock, number of voting rights per share (in votes) \| vote	10		10
Stock issued upon conversion (in shares)	139,444,346

Employee Benefit Plans - Summary of Total RSUs Activity (Details) - RSUs - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of shares
Beginning balance (in shares)	21,294,841	0
Granted (in shares)	34,706,132	22,031,869
Released (in shares)	(4,656,884)	(639,752)
Forfeited (in shares)	(1,726,890)	(97,276)
Ending balance (in shares)	49,617,199	21,294,841
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)	2.45	14.34
Released (in dollars per share)	14.09	6.64
Forfeited (in dollars per share)	5.12	8.42
Outstanding at end of period (in dollars per share)	$ 6.48	$ 14.60

Goodwill and Other Intangible Assets - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Developed Technology
Goodwill [Line Items]
Finite-lived intangible asset, useful life	5 years
Finite-lived, cost	$ 5,400	$ 0
Finite-lived, accumulated amortization and impairment	139	0
Finite-lived, net	5,261	0
Licensing Agreements
Goodwill [Line Items]
Indefinite-lived intangible assets	$ 2,990	$ 2,990

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred income tax assets:
Net operating loss carryforward (NOL)	$ 294,335	$ 207,713
Stock based compensation	56,743	35,374
Premium deficiency reserve	3,442	23,232
Unpaid claim reserve discounting	384	404
Operating lease liability	1,231	1,657
Fixed assets and intangible assets	1,589	2,267
Accruals	9,927	2,950
Other	4,692	3,434
Total deferred income tax assets	372,343	277,031
Less: valuation allowance	(369,530)	(275,865)
Total deferred income tax assets, net of valuation allowance	2,813	1,166
Deferred income tax liabilities:
Operating lease right-of-use assets	(845)	(1,127)
Nontaxable gain on deconsolidation of entity	1,936	0
Other	(32)	(39)
Total deferred income tax liabilities	(2,813)	(1,166)
Net deferred income tax assets	$ 0	$ 0

Schedule I - Condensed Financial Information - Notes to Condensed Financial Statements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 22, 2016
Parent Company and Unregulated Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Investments and cash	$ 249.7	$ 485.9
Regulated Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Investments and cash	$ 224.8	$ 305.3
Parent Company
Condensed Financial Statements, Captions [Line Items]
Surplus note			$ 40.0

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax provision at federal statutory rate (21%)	$ (71,157)	$ (123,429)	$ (28,642)
Interest on convertible securities	0	0	6,537
Interest on convertible securities discount	0	2,867	4,423
Debt issuance cost related to convertible securities	0	0	0
Derivative liability related to convertible securities	0	0	(19,688)
Warrant expense	(189)	13,905	16,823
Meals and entertainment	21	26	13
Health insurance industry fee	0	0	2,715
Stock based compensation	7,989	(5,665)	350
Prior year true-up	(30,646)	0	0
Other, net	317	(365)	(1,116)
Valuation allowance	93,665	112,661	18,585
Provision for income taxes	$ 0	$ 0	$ 0

Net Loss per Share

12 Months Ended

Dec. 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") for the years indicated was calculated as follows:


	Years ended December 31,
	2022		2021		2020
	(in thousands, except per share and share amounts)
Net loss	$	(338,844)	$	(587,756)	$	(136,392)
Net loss attributable to Common Stockholders	(338,844)		(587,756)		(136,392)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	476,244,262		412,922,424		88,691,582
Net loss per share attributable to Common Stockholders—basic and diluted	$	(0.71)	$	(1.42)	$	(1.54)

Because the Company had a Net loss during the years ended December 31, 2022, 2021, and 2020, 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:


	Years ended December 31,
	2022	2021	2020
Options to purchase common stock	26,996,507	32,879,626	36,557,759
RSUs	49,617,199	21,294,841	—
PRSUs	29,945,235	27,818,524	—
Convertible preferred stock (as converted to common stock)	—	—	139,444,346
Warrants to purchase common stock (as converted to common stock)	—	—	7,502,902

Total anti-dilutive shares excluded from computation of net loss per share	106,558,941	81,992,991	183,505,007

Unpaid Claims - Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]
Cumulative incurred claims, net	$ 3,369,971	$ 2,385,940	$ 1,547,806
Less: cumulative paid claims, net	3,232,576	$ 2,249,623	$ 1,443,830
Net unpaid claims, including claims adjustment expenses	$ 137,395

Non-Insurance (Tables)

12 Months Ended

Dec. 31, 2022

Non-Insurance [Abstract]

Schedule of Performance Guarantees

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


December 31,	2022	2021
	(in thousands)

Non-Insurance performance year obligation (1)	73,844	36,891
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


Years ended December 31,	2022		2021
	(in thousands)
Amortization of the Non-Insurance performance year receivable	$	(2,385,116)	$	(664,224)
Amortization of the Non-Insurance performance year obligation	2,385,116		664,224

Non-Insurance revenue	2,380,135		667,639

Dividend Restrictions	12 Months Ended
Dividend Restrictions	Dec. 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. At December 31, 2022 and 2021, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends.

Property and Equipment, Net - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 8,064	$ 4,599
Less: accumulated depreciation and amortization	(2,311)	(2,312)
Property and equipment, net	5,753	2,287
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,705	1,416
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,035	3,035
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36	35
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 288	$ 113

Reinsurance

12 Months Ended

Dec. 31, 2022

Insurance [Abstract]

Reinsurance

Medicare Advantage Reinsurance Agreement

On January 1, 2021, the Company renewed a specific excess loss reinsurance agreement to reinsure its MA plan liabilities in excess of approximately $0.6 million, $0.6 million, and $0.5 million per covered person per agreement terms for the years ended December 31, 2022, 2021, and 2020, respectively.

The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2022, 2021, and 2020, respectively, are as follows:


Years ended December 31,	2022		2021		2020
	(in thousands)
Premiums earned, gross	$	1,085,339	$	799,903	$	666,297
Premiums earned, ceded	(470)		(489)		(599)
Net premiums earned	$	1,084,869	$	799,414	$	665,698


Years ended December 31,	2022		2021		2020
	(in thousands)
Claims incurred, gross	$	985,197	$	839,136	$	585,915
Claims incurred, ceded	(1,166)		(1,002)		(483)
Net claims incurred	$	984,031	$	838,134	$	585,432

Reinsurance recoverable for the MA plan at December 31, 2022 and 2021, respectively, were comprised of the following:


Years ended December 31,	2022		2021
	(in thousands)
Reinsurance recoverable on paid claims, gross and net	$	500	$	96

Direct Contracting Reinsurance Arrangement

Within the DCE arrangement there is an option for each DCE participant to elect participation in a reinsurance arrangement, which is not a separate contract and is included in the current DCE arrangement. The stop loss (charges) premiums and recoupments are incurred in accordance with the regulations set forth in the participation agreement in direct relation to the direct contracting program and will reduce the exposure of high dollar claims to the Company. The premiums (recoupments) are recognized as revenue (contra-revenue), respectively, within Non-Insurance revenue on the Statement of Operations as there is a right to the recoupments as the point of attachment in the stop loss agreement.

The effects of the DCE reinsurance arrangements on the accompanying consolidated financial statements for the years ended December 31, 2022 and 2021, respectively, were as follows:


Years ended December 31,	2022		2021
	(in thousands)
Non-Insurance revenue, gross and net	$	2,380,135	$	667,639
Claims incurred, gross and net	2,460,879		705,407
Reinsurance recoverable, gross and net	52,955		12,170

Reinsurance recoverable represents the portion of paid claims and unpaid claims that are covered by reinsurance. Amounts recoverable from reinsurers are estimated in a manner consistent with the methods used to determine unpaid claims as detailed in Note 2 (Summary of Significant Accounting Policies).

Life Policies and Annuity Contracts

Clover acquired certain policies and related reinsurance agreements with the purchase of stock of Union Life Labor Insurance Company (Ullico) in April 2016. Ullico originally underwrote those policies which are primarily life policies and annuity contracts, prior to entering "run-off." All of the underwriting risk related to those policies and contracts has been ceded to third party reinsurers.

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

Approximately $5.4 million and $5.3 million of life insurance reserves at both December 31, 2022 and 2021, respectively, related to life insurance policies originally issued by Ullico are 100% coinsured with Southern Financial Life Insurance Company (SFLIC), a Louisiana domestic company, in full transfer of risk related to these policies. The life reserves are computed principally in accordance with Net Level Premium Method using mortality and persistency assumptions based upon the Company's experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1.0% to 4.5%. Under the arrangement, SFLIC is required to hold in trust an amount that covers all of the outstanding liabilities as of the reporting date.

Approximately $0.9 million and $0.9 million of annuity reserves at both December 31, 2022 and 2021, respectively, related to annuity contracts originally issued by Ullico, are 100% ceded to Sagicor Life Insurance Company, a Texas domestic company, in full transfer of risk related to these contracts. The annuity reserves are computed principally using assumptions based on the Company's experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1.0% to 5.8%. Ceded life insurance and annuity reserves are included within other assets and gross life insurance and annuity reserves are included within other liabilities on the Consolidated Balance Sheets, respectively.

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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	New York, NY
Auditor Firm ID	42

Healthcare Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Healthcare receivables	$ 70,607	$ 48,042

Unpaid Claims - Additional information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 137,395	$ 136,317	$ 103,976
Incurred claims paid	90,458	113,677
Unfavorable (favorable) development	$ (39,324)	$ 15,834
Percentage of current year medical claims paid as a percent of current year net medical claims	0.872	0.842
Insurance Operations
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 137,400

Operating Segments

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

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 CODM, to assess performance and allocate resources.

The operations of the Company are organized into the following two segments:

•Insurance Segment includes operations related to the Company's MA plans, which generally provide access to a wide network of primary care providers, specialists, and hospitals.

•Non-Insurance Segment includes the Company's operations relating to CMS' DC Model, which provides options aimed at reducing expenditures and preserving or enhancing quality of care for beneficiaries.

Corporate/Other includes other clinical services not included in Medicare Advantage and Direct Contracting and all other corporate overhead. Clinical services is comprised of Clover Home Care and other clinical services that are offered to eligible beneficiaries.

During the first quarter of 2022, the Company updated the names of its Medicare Advantage and 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
Year ended December 31, 2022	(in thousands)
Premiums earned, net (Net of ceded premiums of $470)	$	1,084,869	$	—	$	—	$	—	$	1,084,869
Non-Insurance revenue	—		2,380,135		—		—		2,380,135
Other income	2,577		1,311		74,610		(66,815)		11,683
Intersegment revenues	—		—		108,249		(108,249)		—
Net medical claims incurred	996,410		2,460,879		9,042		(12,379)		3,453,952
Gross profit (loss)	$	91,036	$	(79,433)	$	173,817	$	(162,685)	$	22,735

Total assets	$	354,748	$	156,754	$	957,483	$	(660,365)	$	808,620

	Insurance		Non-Insurance		Corporate/Other		Eliminations		Consolidated Total
Year ended December 31, 2021	(in thousands)
Premiums earned, net (Net of ceded premiums of $489)	$	799,414	$	—	$	—	$	—	$	799,414
Non-Insurance revenue	—		667,639		—		—		667,639
Other income	216		—		94,090		(89,363)		4,943
Intersegment revenues	—		—		41,932		(41,932)		—
Net medical claims incurred	847,286		705,407		7,637		(9,152)		1,551,178
Gross (loss) profit	$	(47,656)	$	(37,768)	$	128,385	$	(122,143)	$	(79,182)

Total assets	$	416,947	$	58,027	$	1,116,331	$	(640,501)	$	950,804

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


Years ended December 31,	2022	2021
			(in thousands)
Gross profit (loss)			$	22,735	$	(79,182)

Salaries and benefits			278,725		260,458
General and administrative expenses			207,917		185,287
Premium deficiency reserve (benefit) expense			(94,240)		110,628
Depreciation and amortization			1,187		1,246
Other expense			70		191
Change in fair value of warrants			(900)		(66,146)
Interest expense			1,333		3,193
Amortization of notes and securities discounts			30		13,717

Gain on investment			(9,217)		—
Gain on debt extinguishment on note payable			(23,326)		—
Net loss			$	(338,844)	$	(587,756)

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0	$ 1,092,145
Issuances		0
Settlements	0	(1,092,145)
Transfers in	0	0
Transfers out	0	0
Total realized losses (gains)	0	0
Ending balance	900	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Receipts	900
Warrants receivable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Settlements	0
Transfers in	0
Transfers out	0
Total realized losses (gains)	0
Ending balance	900	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Receipts	900
Convertible securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0	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	0	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	$ 0	97,782
Issuances		0
Settlements		(97,782)
Transfers in		0
Transfers out		0
Total realized losses (gains)		0
Ending balance		$ 0

Schedule II - Valuation and Qualifying Accounts (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 275,865	$ 163,204
Charged to costs and expenses	93,665	112,661
Charge to other accounts	0	0
(Deductions)	0	0
Balance at end of period	$ 369,530	$ 275,865

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Share


	Years ended December 31,
	2022		2021		2020
	(in thousands, except per share and share amounts)
Net loss	$	(338,844)	$	(587,756)	$	(136,392)
Net loss attributable to Common Stockholders	(338,844)		(587,756)		(136,392)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	476,244,262		412,922,424		88,691,582
Net loss per share attributable to Common Stockholders—basic and diluted	$	(0.71)	$	(1.42)	$	(1.54)

Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Years ended December 31,
	2022	2021	2020
Options to purchase common stock	26,996,507	32,879,626	36,557,759
RSUs	49,617,199	21,294,841	—
PRSUs	29,945,235	27,818,524	—
Convertible preferred stock (as converted to common stock)	—	—	139,444,346
Warrants to purchase common stock (as converted to common stock)	—	—	7,502,902

Total anti-dilutive shares excluded from computation of net loss per share	106,558,941	81,992,991	183,505,007

Notes and Securities Payable	12 Months Ended
Notes and Securities Payable	Dec. 31, 2022
Debt Disclosure [Abstract]
Notes and Securities Payable	Notes and Securities Payable Convertible Securities Pursuant to the Convertible Agreement, dated December 27, 2018, between the Company and certain qualified institutional buyers, including entities affiliated with the Company, for an aggregate principal amount of up to $500.0 million (the "Convertible Agreement"). On January 7, 2021, the 2021 Business Combination was completed and the convertible securities were redeemed or converted into a total of 36,117,708 shares of Class Z common stock. After giving effect to the Exchange Ratio, pursuant to the terms of the Merger Agreement, these shares of Class Z common stock were converted into 74,694,107 shares of Class B Common Stock upon the closing of the 2021 Business Combination. See Note 3 (Business Combination) for additional information on the 2021 Business Combination. Dissolution of Seek and Associated Convertible Note Seek operated as a wholly owned subsidiary of Clover Health Corp., a wholly owned subsidiary of the Company. On September 25, 2020, Seek entered into a Convertible Note Purchase Agreement (the "Agreement") to issue the convertible note (the "Note") to Well Ventures, LLC (or the "Holder" or "Well") for $20.0 million in exchange for cash. On October 11, 2022, Seek's board of directors approved the wind down and dissolution of Seek. Seek then obtained written consent approving and authorizing the dissolution on October 19, 2022. Subsequently, on October 25, 2022, Clover's board of directors approved the dissolution of Seek. As a result of the planned liquidation of the entity, it was recorded in accordance with ASC 205-30 - Liquidation Basis of Accounting. In accordance with the accounting guidance, all Seek related assets and liabilities not related to the Note were written-off to $0. The cumulative impact of these adjustments was not material. Liquidation of the entity was completed by December 31, 2022. In addition, and as a direct result of the dissolution of Seek, all amounts outstanding under the Note under the note were waived, and by all other rights, covenants, and obligations under the Note were terminated. Therefore, the forgiveness of the Note was treated as an extinguishment. As a result, the Company recognized a $23.3 million gain on extinguishment.

- 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
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (b)
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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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Schedule I - Condensed Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (338,844)	$ (587,756)	$ (136,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of notes and securities discounts and debt issuance costs	30	13,717	21,118
Intercompany stock-based compensation expense	164,305	163,723	7,078
Paid-in-kind interest	0	0	28,334
Change in fair value of warrants and amortization of warrants	(900)	(66,146)	80,328
Gain on extinguishment of note payable	(23,326)	0	0
Change in derivative liabilities	0	0	(93,751)
Accretion, net of amortization	(1,503)	200	(195)
Changes in operating assets and liabilities:
Other assets	(1,204)	(4,296)	1,003
Accounts payable and accrued expenses	7,635	5,307	10,845
Intercompany accrued salaries and benefits	8,784	11,169	186
Net cash used in operating activities	(203,926)	(282,326)	(118,498)
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities	(369,396)	(876,252)	(174,318)
Proceeds from sales of short-term investments and available-for-sale securities	13,348	126,862	248,664
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities	472,098	314,666	63,751
Net cash provided by (used in) investing activities	95,133	(435,447)	137,404
Cash flows from financing activities:
Payment of notes payable principal	0	(30,925)	(18,752)
Issuance of common stock, net of early exercise liability	1,400	6,144	1,748
Buyback and subsequent cancellation of common shares	0	0	(957)
Proceeds from reverse recapitalization, net of transaction costs	0	666,241	0
Proceeds received for the exercise of public and private warrants	0	390	0
Issuance of common stock, net of stock issuance costs	0	283,775	0
Payment for the redemptions of public warrants	0	(85)	0
Purchase of Treasury stock	(6,362)	(147)	0
Net cash (used in) provided by financing activities	(4,962)	925,393	5,844
Net (decrease) increase in cash, cash equivalents, and restricted cash	(113,755)	207,620	24,750
Cash, cash equivalents, and restricted cash, beginning of period	299,968	92,348	67,598
Cash, cash equivalents, and restricted cash , end of period	186,213	299,968	92,348
Supplemental cash flow disclosures
Cash paid during the period for interest	0	1,677	4,578
Cash paid during the year for health insurance industry fee	0	0	8,022
Supplemental disclosure of non-cash activities
Conversion of preferred stock to common stock	0	447,747	0
Issuance of common stock related to convertible debt	0	16,059	0
Capital contribution for extinguishment of debt	0	126,795	0
Activities from Seek Dissolution	735	0	0
Issuance of common stock related to warrants exercised	0	97,782	0
Acquisition of public and private warrants	0	147,582	0
Issuance of common stock related to the exercise of public and private warrants	0	81,283	0
Parent Company
Cash flows from operating activities:
Net loss	(338,844)	(593,957)	(136,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of notes and securities discounts and debt issuance costs	0	13,681	21,118
Intercompany stock-based compensation expense	164,305	163,470	7,078
Paid-in-kind interest	0	0	28,334
Change in fair value of warrants and amortization of warrants	0	(66,146)	80,328
Gain on extinguishment of note payable	(23,326)	0	0
Change in derivative liabilities	0	0	(93,751)
Accretion, net of amortization	(1,648)	(163)	0
Net realized losses on investment securities	(6,613)	(53)	0
Changes in operating assets and liabilities:
Other assets	(6,339)	165	214
Accounts payable and accrued expenses	(334)	(4,092)	7,669
Intercompany accrued salaries and benefits	4,936	1,411	229
Intercompany interest receivable	0	0	(1,208)
Intercompany payable	(36,681)	48,960	23,158
Net cash used in operating activities	(244,544)	(436,724)	(63,223)
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities	(250,030)	(689,582)	0
Proceeds from sales of short-term investments and available-for-sale securities	3,829	89,997	0
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities	391,643	285,000	0
Investments in consolidated subsidiaries	57,888	(63,622)	82,047
Net cash provided by (used in) investing activities	203,330	(378,207)	82,047
Cash flows from financing activities:
Payment of notes payable principal	0	(30,925)	(18,752)
Issuance of common stock, net of early exercise liability	1,400	6,144	1,748
Buyback and subsequent cancellation of common shares	0	0	(957)
Proceeds from reverse recapitalization, net of transaction costs	0	666,241	0
Proceeds received for the exercise of public and private warrants	0	390	0
Issuance of common stock, net of stock issuance costs	0	283,775	0
Payment for the redemptions of public warrants	0	(85)	0
Purchase of Treasury stock	(6,362)	(147)	0
Net cash (used in) provided by financing activities	(4,962)	925,393	(17,961)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(46,176)	110,462	863
Cash, cash equivalents, and restricted cash, beginning of period	115,894	5,432	4,569
Cash, cash equivalents, and restricted cash , end of period	69,718	115,894	5,432
Supplemental cash flow disclosures
Cash paid during the period for interest	0	1,677	4,578
Cash paid during the year for health insurance industry fee	0	0	8,022
Supplemental disclosure of non-cash activities
Conversion of preferred stock to common stock	0	447,747	0
Issuance of common stock related to convertible debt	0	16,059	0
Capital contribution for extinguishment of debt	0	126,795	0
Issuance of common stock related to warrants exercised	0	97,782	0
Acquisition of public and private warrants	0	147,582	0
Issuance of common stock related to the exercise of public and private warrants	$ 0	$ 81,283	$ 0

Unpaid Claims (Tables)

12 Months Ended

Dec. 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 within the liability for Unpaid claims, including claims adjustment expenses, for the years ended December 31, 2022 and 2021, respectively, is summarized as follows:


Years ended December 31,	2022		2021
	(in thousands)

Gross and net balance, beginning of period (1)	$	136,317	$	103,976
Incurred related to:
Current year	1,023,355		822,300
Prior years	(39,324)		15,834
Total incurred	984,031		838,134
Paid related to:
Current year	892,495		692,116
Prior years	90,458		113,677
Total paid	982,953		805,793

Gross and net balance, end of period (1)(2)	$	137,395	$	136,317

(1) Includes amounts due to related parties.

Schedule of Claims Development and Claim Frequency


	Cumulative incurred claims for the years ended December 31,
Incurred year	2020*		2021*		2022		Total IBNR(1)		Number of reported claims
	(in thousands)								(in ones)
2020 and prior	$	1,547,806	$	1,563,639	$	1,559,073	$	1,010	1,433,039
2021	—		822,300		787,543		3,524		2,384,691
2022	—		—		1,023,355		132,861		2,937,039
Total	$	1,547,806	$	2,385,940	$	3,369,971	$	137,395	6,754,769

*Unaudited supplemental information


	Cumulative net paid claims through December 31,
Paid year	2020*		2021*		2022
	(in thousands)
Incurred year
2020 and prior	$	1,443,830	$	1,557,507	$	1,562,766
2021	—		692,116		777,315
2022	—		—		892,495
Total	$	1,443,830	$	2,249,623	$	3,232,576

*Unaudited supplemental information

Schedule of Reconciliation of Net Incurred and Paid Claims Development

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


December 31, 2022	(in thousands)
Cumulative incurred claims, net	$	3,369,971
Less: cumulative paid claims, net	3,232,576
Net unpaid claims, including claims adjustment expenses(1)	$	137,395

Reinsurance - Medicare Advantage (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Premiums Earned, Net [Abstract]
Premiums earned, ceded	$ (470)	$ (489)	$ (599)
Net premiums earned	1,084,869	799,414	665,698
Policyholder Benefits and Claims Incurred, Net [Abstract]
Net claims incurred	3,453,952	1,551,178	590,082
Insurance Operations
Premiums Earned, Net [Abstract]
Premiums earned, gross	1,085,339	799,903	666,297
Premiums earned, ceded	(470)	(489)	(599)
Net premiums earned	1,084,869	799,414	665,698
Policyholder Benefits and Claims Incurred, Net [Abstract]
Claims incurred, gross	985,197	839,136	585,915
Claims incurred, ceded	(1,166)	(1,002)	(483)
Net claims incurred	984,031	838,134	$ 585,432
Reinsurance Recoverables, Including Reinsurance Premium Paid [Abstract]
Reinsurance recoverable on paid claims, gross	500	96
Reinsurance recoverable on paid claims, net	$ 500	$ 96

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The provision for income taxes consisted of the following for the years ended December 31, 2022, 2021, and 2020, respectively:


Years ended December 31,	2022		2021		2020
	(in thousands)
Current provision	$	—	$	—	$	(2)
Deferred expense	—		—		2
Provision for income taxes	$	—	$	—	$	—


Years ended December 31,	2022		2021		2020
	(in thousands)
Income tax provision at federal statutory rate (21%)	$	(71,157)	$	(123,429)	$	(28,642)
Interest on convertible securities	—		—		6,537
Interest on convertible securities discount	—		2,867		4,423
Debt issuance cost related to convertible securities	—		—		—
Derivative liability related to convertible securities	—		—		(19,688)
Warrant expense	(189)		13,905		16,823
Meals and entertainment	21		26		13
Health insurance industry fee	—		—		2,715
Stock based compensation	7,989		(5,665)		350
Prior year true-up	(30,646)		—		—
Other, net	317		(365)		(1,116)
Valuation allowance	93,665		112,661		18,585
Provision for income taxes	$	—	$	—	$	—

The Company issued convertible securities for which the interest expense recorded in 2022 and 2021 was none, and approximately $31.1 million for 2020. This interest expense is not deductible for tax purposes.

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

Principal components of net deferred tax balances at December 31, 2022 and 2021, respectively, were as follows:


Years ended December 31,	2022		2021
	(in thousands)
Deferred income tax assets:
Net operating loss carryforward (NOL)	$	294,335	$	207,713
Stock based compensation	56,743		35,374
Premium deficiency reserve	3,442		23,232
Unpaid claim reserve discounting	384		404
Operating lease liability	1,231		1,657
Fixed assets and intangible assets	1,589		2,267
Accruals	9,927		2,950
Other	4,692		3,434
Total deferred income tax assets	372,343		277,031
Less: valuation allowance	(369,530)		(275,865)
Total deferred income tax assets, net of valuation allowance	2,813		1,166

Deferred income tax liabilities:
Operating lease right-of-use assets	(845)		(1,127)
Nontaxable gain on deconsolidation of entity	(1,936)		—
Other	(32)		(39)
Total deferred income tax liabilities	(2,813)		(1,166)
Net deferred income tax assets	$	—	$	—

Operating loss and tax credit carryforwards and protective tax deposits

The Company has unused operating loss carryforwards available of approximately $1,401.6 million and $989.1 million at December 31, 2022 and 2021, respectively, that may be applied against future taxable income. Losses incurred before 2018 in the amount of approximately $295.1 million begin to expire in 2033. The total net operating losses ("NOL") is made up of NOLs generated by the consolidated group and NOLs obtained with the 2014 reorganization. A portion of the pre-consolidated NOLs may be limited by special rules known as Separate Return Limitation Year ("SRLY") rules. SRLY NOLs can only be used in years that both the consolidated group and the entity that created the SRLY NOLs have taxable income. Due to these limitations and uncertainty regarding the Company's ability to use the loss carryforwards and other deferred tax assets, valuation allowances of approximately $369.5 million and $275.9 million were established in 2022 and 2021, respectively.

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

Impact of tax planning strategies

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

The Company files income tax returns in the United States. The U.S. Internal Revenue Service ("IRS") is not currently conducting any income tax audits of the Company's returns. The Company's federal income tax returns filed related to tax years subsequent to 2019 remain subject to examination by the IRS. The Company is not aware of any material adjustments that may be proposed as a result of any ongoing or future examinations and does not have material uncertain tax positions reflected in the Consolidated Balance Sheets.

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Investment securities, available-for sale, amortized cost current	$ 193,300	$ 21,142
Investment securities, held-to-maturity, fair value current	15	307
Investment securities, available-for sale, amortized cost noncurrent	142,940	177,527
Investment securities, held-to-maturity, fair value noncurrent	$ 636	$ 364
Treasury stock, shares held (in shares)	2,072,752	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)	383,998,718	352,645,626
Common stock, shares, outstanding (in shares)	383,998,718	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

Related-Party Transactions (Details) - USD ($)	12 Months Ended
Related-Party Transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Net medical claims incurred	$ 3,453,952,000	$ 1,551,178,000	$ 590,082,000
General and administrative expenses	207,917,000	185,287,000	120,830,000
Affiliated Entity \| CarePoint Health Contract
Related Party Transaction [Line Items]
Net medical claims incurred	12,600,000	12,700,000	11,100,000
Due to related parties	1,600,000	2,300,000
Affiliated Entity \| Rogue Trading
Related Party Transaction [Line Items]
Marketing expense	0	300,000	300,000
Affiliated Entity \| Medical Records Exchange, LLC
Related Party Transaction [Line Items]
General and administrative expenses	300,000	200,000	$ 0
Affiliated Entity \| Thyme Care, Inc.
Related Party Transaction [Line Items]
Due to related parties	300,000	100,000
General and administrative expenses	$ 1,600,000	$ 300,000
Equity interest percentage (less than)	5.00%

Operating Segments (Tables)

12 Months Ended

Dec. 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
Year ended December 31, 2022	(in thousands)
Premiums earned, net (Net of ceded premiums of $470)	$	1,084,869	$	—	$	—	$	—	$	1,084,869
Non-Insurance revenue	—		2,380,135		—		—		2,380,135
Other income	2,577		1,311		74,610		(66,815)		11,683
Intersegment revenues	—		—		108,249		(108,249)		—
Net medical claims incurred	996,410		2,460,879		9,042		(12,379)		3,453,952
Gross profit (loss)	$	91,036	$	(79,433)	$	173,817	$	(162,685)	$	22,735

Total assets	$	354,748	$	156,754	$	957,483	$	(660,365)	$	808,620

	Insurance		Non-Insurance		Corporate/Other		Eliminations		Consolidated Total
Year ended December 31, 2021	(in thousands)
Premiums earned, net (Net of ceded premiums of $489)	$	799,414	$	—	$	—	$	—	$	799,414
Non-Insurance revenue	—		667,639		—		—		667,639
Other income	216		—		94,090		(89,363)		4,943
Intersegment revenues	—		—		41,932		(41,932)		—
Net medical claims incurred	847,286		705,407		7,637		(9,152)		1,551,178
Gross (loss) profit	$	(47,656)	$	(37,768)	$	128,385	$	(122,143)	$	(79,182)

Total assets	$	416,947	$	58,027	$	1,116,331	$	(640,501)	$	950,804

Schedule of Reconciliation of Revenue from Segments to Consolidated

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


Years ended December 31,	2022	2021
			(in thousands)
Gross profit (loss)			$	22,735	$	(79,182)

Salaries and benefits			278,725		260,458
General and administrative expenses			207,917		185,287
Premium deficiency reserve (benefit) expense			(94,240)		110,628
Depreciation and amortization			1,187		1,246
Other expense			70		191
Change in fair value of warrants			(900)		(66,146)
Interest expense			1,333		3,193
Amortization of notes and securities discounts			30		13,717

Gain on investment			(9,217)		—
Gain on debt extinguishment on note payable			(23,326)		—
Net loss			$	(338,844)	$	(587,756)

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consisted of the following:


December 31,	2022		2021
	(in thousands)
Capitalized software	$	4,705	$	1,416
Leasehold improvements	3,035		3,035
Office furniture and fixtures	36		35
Equipment	288		113
Property and equipment, gross	8,064		4,599
Less: accumulated depreciation and amortization	(2,311)		(2,312)
Property and equipment, net	$	5,753	$	2,287

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment reportingUnit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Line Items]
Number of reporting segments (in segments) \| segment	2
Other than temporary impairment losses	$ 0	$ 0	$ 0
Amortization expense due to recognition of premium deficiency reserve	$ 0	0
Number of reporting units (in reporting units) \| reportingUnit	1
Impairment of goodwill	$ 0	0	0
Allowances for uncollectible reinsurance recoverable	0	0
HIF paid	0	0	8,022,000
Interest and penalties incurred related to uncertain tax positions	$ 0	0	0
Minimum
Accounting Policies [Line Items]
Useful lives of property and equipment, net	3 years
Maximum
Accounting Policies [Line Items]
Useful lives of property and equipment, net	7 years
General and Administrative Expense
Accounting Policies [Line Items]
Amortization expense of deferred acquisition costs	$ 16,300,000	$ 10,700,000	$ 0